SCNI · Scinai Immunotherapeutics Ltd.

Scinai Immunotherapeutics Ltd. filed a Form 6-K on May 8, 2026, reporting the acquisition of Recipharm Israel Ltd. (renamed Scinai Biopharma Service Ltd.) for nominal consideration of EUR 1. The transaction, executed via a Share Purchase Agreement with Recipharm AB, also included the acquisition of a shareholder loan with an outstanding principal of approximately EUR 12.3 million plus accrued interest. Prior to closing, the parent company committed a capital injection of approximately EUR 2 million to ensure sufficient cash. The acquired entity's audited financial statements for the year ended December 31, 2025, prepared under IFRS, reveal a net loss of NIS 9,395 thousand, a working capital deficit of NIS 22,819 thousand, and a deficit in equity of NIS 51,382 thousand. The auditor's report includes a going concern emphasis, noting the company's dependence on continued financial support from its parent. Pro forma consolidated financial statements under U.S. GAAP show combined total assets of $19.6 million and shareholders' equity of $14.3 million as of December 31, 2025. The acquisition provides Scinai with additional R&D service capabilities and a cash injection, but the acquired entity's financial challenges and going concern uncertainty pose integration risks.