JERUSALEM, Aug. 21,
2024 /PRNewswire/ -- Scinai Immunotherapeutics
Ltd. (Nasdaq: SCNI; "Scinai", or the "Company"), a
biopharmaceutical company focused on developing inflammation and
immunology (I&I) biological products and on providing CDMO
services through its Scinai Bioservices business unit, today
announced that it has closed the previously announced Loan
Restructuring Agreement (the "Restructuring Agreement") with its
lender, the European Investment Bank (the "EIB"). The Restructuring
Agreement also included an amendment to the amended Finance
Contract (the "Finance Contract") between the parties.
In connection with the transaction, an amount equal to
approximately EUR 26.6 million (equal to approximately
$29 million), including interest accrued to date, owed by the
Company to the EIB under the Finance Contract was converted into
1,000 preferred shares, no par value per share, of the Company.
Following such conversion, the total outstanding amount owed by the
Company to the EIB is EUR 250,000
(equal to approximately $273,000).
The outstanding amount has a maturity date of December 31,
2031, is not prepayable in advance, and no interest accrues or is
due and payable on such amount.
Following and as a result of the closing of the Restructuring
Agreement with the EIB, the Company has stockholders' equity above
$2.5 million as of the date of
issuance of this announcement as required by the Nasdaq Listing
Rules. The Company anticipates receipt of confirmation from
the Nasdaq Hearing Panel that it has regained compliance with the
Listing Rule 5550(b)(1) that requires listed companies to have
stockholders' equity of at least $2.5
million.
The terms of the Preferred Shares are set forth in the Amended
and Restated Articles of Association of the Company approved by the
shareholders at the Extraordinary Meeting of Shareholders of the
Company held August 12, 2024. The
Preferred Shares are convertible (in whole or in part), at the
option of the Preferred Shares holder, into a fixed number of ADSs
(each Preferred Share is convertible into 364 ADSs) equal to in the
aggregate 19.5% of the fully diluted capital of the Company as of
the closing date. The Preferred Shares do not contain any
anti-dilution provisions, do not accrue dividends, and are not
subject to mandatory redemption, but are redeemable at the election
of the Company at a cumulative redemption value of $34 million.
The holder of Preferred Shares may not convert such shares for a
period of twelve (12) months commencing on the date of issuance of
the Preferred Shares. In addition, the Preferred Shares also
contain a provision preventing the holder from converting Preferred
Shares into ADSs to the extent that (i) the holder would become the
beneficial owner of more than 4.99% of the Company's outstanding
ADSs and (ii) the holder will receive, or would have been entitled
to receive, within the twelve month period prior to such
conversion, an aggregate number of ADSs in excess of 4.99% of the
ADSs issued and outstanding at the time of such conversion.
In addition, the Company may only take any of the
following actions provided (a) it either (i) first redeems all
then-outstanding Preferred Shares by making a redemption payment or
(ii) obtains the written consent or affirmative vote of the holders
of a majority of the Preferred Shares in order to proceed without
making such a redemption; or (b) the action in question is not in
the control of the Company: incurring certain indebtedness,
consummating certain acquisition or merger transactions, taking any
action or step in relation to the delisting of the Company's
securities on Nasdaq, authorizing the creation of any
security having rights, preferences or privileges equal to or
greater than those of the Preferred Shares, including the issuance
of additional Preferred Shares.
The amendments to the Finance Contract also eliminate the
requirement for the Company to pay to the EIB the variable
remuneration previously required under the Finance Contract.
About Scinai Immunotherapeutics
Scinai Immunotherapeutics Ltd. (Nasdaq: SCNI) is a
biopharmaceutical company with two complementary business units,
one focused on in-house development of inflammation and immunology
(I&I) biological therapeutic products beginning with an
innovative, de-risked pipeline of nanosized VHH antibodies
(NanoAbs) targeting diseases with large unmet medical needs, and
the other a boutique CDMO providing biological drug development,
analytical methods development, clinical cGMP manufacturing, and
pre-clinical and clinical trial design and execution services for
early stage biotech drug development projects.
Company website: www.scinai.com.
Company Contacts
Investor Relations | +972 8 930 2529
| ir@scinai.com
Business Development | +972 8 930 2529 | bd@scinai.com
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Litigation Reform Act of 1995. Words
such as "expect," "believe," "intend," "plan," "continue," "may,"
"will," "anticipate," and similar expressions are intended to
identify forward-looking statements. All statements, other than
statements of historical facts, are forward-looking statements.
Examples of such statements include, but are not limited to, the
ability of the Company to regain and remain compliant with the
continued listing standards of Nasdaq. These forward-looking
statements reflect management's current views with respect to
certain current and future events and are subject to various risks,
uncertainties and assumptions that could cause the results to
differ materially from those expected by the management of Scinai
Immunotherapeutics Ltd. Risks and uncertainties include, but are
not limited to; the risk that the Company will otherwise be unable
to regain compliance and remain compliant with the continued
listing requirements of Nasdaq; the risk that Scinai will not be
successful in expanding its CDMO business or in-license other
NanoAbs; the risk that Scinai may not be able to secure additional
capital on attractive terms, if at all; the risk that the
therapeutic and commercial potential of NanoAbs will not be met or
that Scinai will not be successful in bringing the NanoAbs towards
commercialization; the risk of a delay in the preclinical and
clinical trials data for NanoAbs, if any; the risk that our
business strategy may not be successful; Scinai's ability to
acquire rights to additional product opportunities; Scinai's
ability to enter into collaborations on terms acceptable to Scinai
or at all; timing of receipt of regulatory approval of Scinai's
manufacturing facility in Jerusalem, if at all or when required; the
risk that the manufacturing facility will not be able to be used
for a wide variety of applications and other vaccine and treatment
technologies; and the risk that drug development involves a lengthy
and expensive process with uncertain outcomes. More detailed
information about the risks and uncertainties affecting the Company
is contained under the heading "Risk Factors" in the Company's
Annual Report on Form 20-F filed with the Securities and Exchange
Commission ("SEC") on May 15, 2024,
and the Company's subsequent filings with the SEC. Scinai
undertakes no obligation to revise or update any forward-looking
statement for any reason.
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SOURCE Scinai Immunotherapeutics Ltd.