SEC Form 3 filed by new insider Mark Elad
$SCNI
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Date of Event Requiring Statement
(Month/Day/Year) 03/18/2026 | 3. Issuer Name and Ticker or Trading Symbol
Scinai Immunotherapeutics Ltd. [ SCNI ] | |||||||||||||||
| 3a. Foreign Trading Symbol
| 5. If Amendment, Date of Original Filed
(Month/Day/Year) | ||||||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Ordinary shares, no par value per share ("Ordinary Shares")(1) | 160,355,016(2)(3) | D | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| American Depositary Shares | (4) | (4) | Ordinary Shares | 13,460,984 | (4) | D | |
| Explanation of Responses: |
| 1. The Ordinary Shares are represented by American Depositary Shares, each of which currently represents four thousand Ordinary Shares. |
| 2. Includes 20,355,016 Ordinary Shares that are represented by restricted share units ("RSUs") that were granted on January 25, 2024, of which 25% vested on the six-month anniversary thereof, 8.33% vested on the 12-month anniversary thereof, and 66.66% vest in two equal annual installments thereafter, subject to the Reporting Person's continued service through such dates. Each RSU represents a contingent right to receive one Ordinary Share upon vesting. |
| 3. Includes 140,000,000 Ordinary Shares that are represented by RSUs that were granted on November 12, 2025, which vest in three equal annual installments thereafter, subject to the Reporting Person's continued service through such dates. |
| 4. Represents approximately 3,365 American Depositary Share, which is convertible at any time into 13,460,984 Ordinary Shares, at the holder's election and has no expiration date. |
| Remarks: |
| Exhibit 24 - Power of Attorney. |
| /s/ Amir Reichman, Attorney-in-Fact | 03/26/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 3: SEC 1473 (03-26) | ||