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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox checked   Rule 13d-1(c)
Checkbox not checked   Rule 13d-1(d)






SCHEDULE 13G




Comment for Type of Reporting Person:  Based on 933,679 ADSs outstanding as reported by Scinai Immunotherapeutics Ltd. (the "Issuer") on March 11, 2025. YA II PN, Ltd. ("YA II") entered into a Standby Equity Purchase Agreement ("SEPA") with the Issuer on March 3, 2025. Under the SEPA, the Issuer has the option to sell up to $10 million of its American Depositary Shares ("ADSs") to YA II, and YA II is obligated to purchase such shares, at a price and on the terms and subject to the conditions set forth in the SEPA. Under the SEPA, the Issuer is prohibited from issuing and selling shares to YA II to the extent that it would cause the aggregate number of ADSs beneficially owned by YA II and its affiliates to exceed 9.99% of the then outstanding ADSs of the Issuer.


SCHEDULE 13G




Comment for Type of Reporting Person:  Based on 933,679 ADSs outstanding as reported by Scinai Immunotherapeutics Ltd. (the "Issuer") on March 11, 2025. YA II PN, Ltd. ("YA II") entered into a Standby Equity Purchase Agreement ("SEPA") with the Issuer on March 3, 2025. Under the SEPA, the Issuer has the option to sell up to $10 million of its American Depositary Shares ("ADSs") to YA II, and YA II is obligated to purchase such shares, at a price and on the terms and subject to the conditions set forth in the SEPA. Under the SEPA, the Issuer is prohibited from issuing and selling shares to YA II to the extent that it would cause the aggregate number of ADSs beneficially owned by YA II and its affiliates to exceed 9.99% of the then outstanding ADSs of the Issuer.


SCHEDULE 13G




Comment for Type of Reporting Person:  Based on 933,679 ADSs outstanding as reported by Scinai Immunotherapeutics Ltd. (the "Issuer") on March 11, 2025. YA II PN, Ltd. ("YA II") entered into a Standby Equity Purchase Agreement ("SEPA") with the Issuer on March 3, 2025. Under the SEPA, the Issuer has the option to sell up to $10 million of its American Depositary Shares ("ADSs") to YA II, and YA II is obligated to purchase such shares, at a price and on the terms and subject to the conditions set forth in the SEPA. Under the SEPA, the Issuer is prohibited from issuing and selling shares to YA II to the extent that it would cause the aggregate number of ADSs beneficially owned by YA II and its affiliates to exceed 9.99% of the then outstanding ADSs of the Issuer.


SCHEDULE 13G




Comment for Type of Reporting Person:  Based on 933,679 ADSs outstanding as reported by Scinai Immunotherapeutics Ltd. (the "Issuer") on March 11, 2025. YA II PN, Ltd. ("YA II") entered into a Standby Equity Purchase Agreement ("SEPA") with the Issuer on March 3, 2025. Under the SEPA, the Issuer has the option to sell up to $10 million of its American Depositary Shares ("ADSs") to YA II, and YA II is obligated to purchase such shares, at a price and on the terms and subject to the conditions set forth in the SEPA. Under the SEPA, the Issuer is prohibited from issuing and selling shares to YA II to the extent that it would cause the aggregate number of ADSs beneficially owned by YA II and its affiliates to exceed 9.99% of the then outstanding ADSs of the Issuer.


SCHEDULE 13G




Comment for Type of Reporting Person:  Based on 933,679 ADSs outstanding as reported by Scinai Immunotherapeutics Ltd. (the "Issuer") on March 11, 2025. YA II PN, Ltd. ("YA II") entered into a Standby Equity Purchase Agreement ("SEPA") with the Issuer on March 3, 2025. Under the SEPA, the Issuer has the option to sell up to $10 million of its American Depositary Shares ("ADSs") to YA II, and YA II is obligated to purchase such shares, at a price and on the terms and subject to the conditions set forth in the SEPA. Under the SEPA, the Issuer is prohibited from issuing and selling shares to YA II to the extent that it would cause the aggregate number of ADSs beneficially owned by YA II and its affiliates to exceed 9.99% of the then outstanding ADSs of the Issuer.


SCHEDULE 13G




Comment for Type of Reporting Person:  Based on 933,679 ADSs outstanding as reported by Scinai Immunotherapeutics Ltd. (the "Issuer") on March 11, 2025. YA II PN, Ltd. ("YA II") entered into a Standby Equity Purchase Agreement ("SEPA") with the Issuer on March 3, 2025. Under the SEPA, the Issuer has the option to sell up to $10 million of its American Depositary Shares ("ADSs") to YA II, and YA II is obligated to purchase such shares, at a price and on the terms and subject to the conditions set forth in the SEPA. Under the SEPA, the Issuer is prohibited from issuing and selling shares to YA II to the extent that it would cause the aggregate number of ADSs beneficially owned by YA II and its affiliates to exceed 9.99% of the then outstanding ADSs of the Issuer.


SCHEDULE 13G




Comment for Type of Reporting Person:  Based on 933,679 ADSs outstanding as reported by Scinai Immunotherapeutics Ltd. (the "Issuer") on March 11, 2025. YA II PN, Ltd. ("YA II") entered into a Standby Equity Purchase Agreement ("SEPA") with the Issuer on March 3, 2025. Under the SEPA, the Issuer has the option to sell up to $10 million of its American Depositary Shares ("ADSs") to YA II, and YA II is obligated to purchase such shares, at a price and on the terms and subject to the conditions set forth in the SEPA. Under the SEPA, the Issuer is prohibited from issuing and selling shares to YA II to the extent that it would cause the aggregate number of ADSs beneficially owned by YA II and its affiliates to exceed 9.99% of the then outstanding ADSs of the Issuer.


SCHEDULE 13G




Comment for Type of Reporting Person:  Based on 933,679 ADSs outstanding as reported by Scinai Immunotherapeutics Ltd. (the "Issuer") on March 11, 2025. YA II PN, Ltd. ("YA II") entered into a Standby Equity Purchase Agreement ("SEPA") with the Issuer on March 3, 2025. Under the SEPA, the Issuer has the option to sell up to $10 million of its American Depositary Shares ("ADSs") to YA II, and YA II is obligated to purchase such shares, at a price and on the terms and subject to the conditions set forth in the SEPA. Under the SEPA, the Issuer is prohibited from issuing and selling shares to YA II to the extent that it would cause the aggregate number of ADSs beneficially owned by YA II and its affiliates to exceed 9.99% of the then outstanding ADSs of the Issuer.


SCHEDULE 13G



 
YA II PN, Ltd.
 
Signature:/s/ David Gonzalez
Name/Title:David Gonzalez, General Counsel
Date:03/26/2025
 
YA Global Investments II (U.S.), LP
 
Signature:/s/ David Gonzalez
Name/Title:David Gonzalez, General Counsel
Date:03/26/2025
 
Yorkville Advisors Global, LP
 
Signature:/s/ David Gonzalez
Name/Title:David Gonzalez, General Counsel
Date:03/26/2025
 
Yorkville Advisors Global II, LLC
 
Signature:/s/ David Gonzalez
Name/Title:David Gonzalez, General Counsel
Date:03/26/2025
 
YAII GP, LP
 
Signature:/s/ David Gonzalez
Name/Title:David Gonzalez, General Counsel
Date:03/26/2025
 
YAII GP II, LLC
 
Signature:/s/ David Gonzalez
Name/Title:David Gonzalez, General Counsel
Date:03/26/2025
 
Mark Angelo
 
Signature:/s/ Mark Angelo
Name/Title:Mark Angelo
Date:03/26/2025
 
SC-Sigma Global Partners, LP
 
Signature:/s/ David Gonzalez
Name/Title:David Gonzalez, General Counsel
Date:03/26/2025