Full Press Release Details
SCINAI IMMUNOTHERAPEUTICS LTD.
Jerusalem BioPark, 2nd Floor
Hadassah Ein Kerem Campus
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
To Be Held on December 22, 2025
The Annual General Meeting of Shareholders of
Scinai Immunotherapeutics Ltd. (the "Company") will be held at the offices of Goldfarb Gross Seligman & Co., One
Azrieli Center, Tel Aviv, Israel on December 22, 2025, at 11:00 a.m. Israel time, or at any adjournments thereof (the "Meeting")
for the following purposes:
| 1. | To approve the re-election of Mr. Mark Germain to the Board of Directors, to serve until the third annual meeting after the Meeting. | |
| 2. | To approve an amendment to the Company's Articles of Association to increase the number of authorized Ordinary Shares. | |
| 3. | To approve a grant of 60,000 restricted share units to Amir Reichman, the Company's Chief Executive Officer, as a long-term incentive award reflecting his performance since the last equity award grant. | |
| 4. | To approve a grant of options to purchase American Depositary Shares (" ADSs ") to Mr. Mark Germain, Mr. Adi Raviv, Dr. Yael Margolin, Mr. Samuel Moed and Mr. Jay Green, directors of the Company, in recognition of their continued service and contribution to the Company since the last equity award grant. | |
| 5. | To approve a grant of options to Prof. Avner Rotman and Dr. Morris Laster in consideration for their years of service as directors of the Company in light of their voluntary agreement to step down from the Board as part of the Company's cost-cutting measures. | |
| 6. | To approve the acceleration of vesting of options to purchase 810 ADSs held by each of Prof. Aner Rotman and Dr. Morris Laster in consideration for their years of service as directors of the Company in light of their voluntary agreement to step down from the Board as part of the Company's cost-cutting measures. | |
| 7. | To approve a grant of ADSs to Dr. Tamar Ben-Yedidia in consideration for her years of service as an officer of the Company | |
| 8. | To approve and ratify the appointment of Ziv Haft, certified public accountants in Israel and a member of BDO, as the Company's auditors, as the Company's auditors for the year 2025 and for an additional period until the next annual meeting. |
In addition, holders of ADSs at the Meeting will have an opportunity to review and ask questions regarding the financial statements of the Company for the fiscal year
ended December 31, 2024.
The Company is currently unaware of any other
matters that may be raised at the Meeting. Should any other matters be properly raised at the Meeting, the persons designated as proxies
shall vote according to their own judgment on those matters.
Only holders of record of ADSs evidenced by American
Depositary Receipts issued by The Bank of New York Mellon, each representing 4,000 ordinary shares, no par value per share, at the
close of business on November 13, 2025, shall be entitled to receive notice of and to vote at the Meeting.
The Board of Directors recommends that you vote
"FOR" each of the proposals, as specified in the attached proxy materials.
Whether or not you plan to attend the Meeting,
it is important that your ADSs be represented. Accordingly, you are kindly requested to complete, date, sign and mail your proxy at your
earliest convenience. Execution of a proxy will not in any way affect an ADS holder's right to attend the Meeting and vote
in person, and any person giving a proxy has the right to revoke it at any time before it is exercised.
ADS holders should return their proxies to The
Bank of New York Mellon by the date set forth on their form of proxy.
This Notice and the documents mentioned therein,
as well as the proposed resolutions on the agenda, can be viewed at the Company's registered office on Jerusalem BioPark, 2nd
Floor, Hadassah Ein Kerem Campus, Jerusalem, Israel, Tel: +972-(8)-930-2529, Sunday through Thursday between 10:00-15:00, and also will
be made available to the public on the Company's website http://www.scinai.com, and the SEC's website at http://www.sec.gov.
| By Order of the Board of Directors, | |
| Mark Germain | |
| Chairman of the Board of Directors |
SCINAI IMMUNOTHERAPEUTICS LTD.
Jerusalem BioPark, 2nd Floor
Hadassah Ein Kerem Campus
FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 22, 2025
This Proxy Statement is furnished
to the holders of American Depositary Shares ("ADSs") evidenced by American Depositary Receipts issued by The Bank
of New York Mellon ("BNY Mellon"), each representing 4,000 ordinary shares, no par value per share (the "Ordinary
Shares"), of Scinai Immunotherapeutics Ltd. (the "Company" or "Scinai") in connection with the
solicitation by the board of directors of the Company (the "Board of Directors" or the "Board")
of proxies for use at the Annual General Meeting of Shareholders (the "Meeting"), to be held on December 22, 2025,
at 11:00 a.m. Israel time at the offices of Goldfarb Gross Seligman & Co., One Azrieli Center, Tel Aviv, Israel, or at any adjournments
It is proposed at the Meeting
to adopt the following proposals or to consider the following items:
| 1. | To approve the re-election of Mr. Mark Germain to the Board of Directors, to serve until the third annual meeting after the Meeting. | |
| 2. | To approve an amendment to the Company's Articles of Association (the " Articles ") to increase the number of authorized Ordinary Shares. | |
| 3. | To approve a grant of 60,000 restricted share units to Amir Reichman, the Company's Chief Executive Officer, as a long-term incentive award reflecting his performance since the last equity award grant. | |
| 4. | To approve a grant of options to purchase ADSs to Mr. Mark Germain, Mr. Adi Raviv, Dr. Yael Margolin, Mr. Samuel Moed and Mr. Jay Green, directors of the Company, in recognition of their continued service and contribution to the Company since the last equity award grant. | |
| 5. | To approve a grant of options to Prof. Avner Rotman and Dr. Morris Laster in consideration for their years of service as directors of the Company in light of their voluntary agreement to step down from the Board as part of the Company's cost-cutting measures. | |
| 6. | To approve the acceleration of vesting of options to purchase 810 ADSs held by each of Prof. Aner Rotman and Dr. Morris Laster in consideration for their years of service as directors of the Company in light of their voluntary agreement to step down from the Board as part of the Company's cost-cutting measures. | |
| 7. | To approve a grant of ADSs to Dr. Tamar Ben-Yedidia in consideration for her years of service as an officer of the Company | |
| 8. | To approve and ratify the appointment of Ziv Haft, certified public accountants in Israel and a member of BDO, as the Company's auditors, as the Company's auditors for the year 2025 and for an additional period until the next annual meeting. |
In addition, ADS holders at
the Meeting will have an opportunity to review and ask questions regarding the financial statements of the Company for the fiscal year
ended December 31, 2024.
The Company is currently
unaware of any other matters that may be raised at the Meeting. Should any other matters be properly raised at the Meeting, the persons
designated as proxies shall vote according to their own judgment on those matters.
Shareholders Entitled to Vote
Only holders of record of
ADSs at the close of business on November 13, 2025 shall be entitled to receive notice of and to vote at the Meeting. At the close of
business on November 12, 2025, the Company had outstanding 3,468,225 ADSs, representing 13,872,899,584 Ordinary Shares entitled to vote
on each of the matters to be presented at the Meeting.
A form of proxy card for use
at the Meeting is attached to this Proxy Statement and has been sent to the ADS holders together with a prepaid return envelope for the
proxy. By appointing "proxies", ADS holders may vote at the Meeting, whether or not they attend. Subject to applicable law
and the rules of The Nasdaq Stock Market ("Nasdaq"), in the absence of instructions, the ADSs represented by properly
executed and received proxies will be voted "FOR" all of the proposed resolutions to be presented at the Meeting for which
the Board of Directors recommends a "FOR" vote. ADS holders may revoke their proxies at any time before the deadline for receipt
of proxies by filing with BNY Mellon a written notice of revocation or duly executed proxy bearing a later date.
ADS holders should return
their proxies to BNY Mellon by the date set forth on their form of proxy.
Expenses and Solicitation
The Board of Directors is
soliciting proxies for use at the Meeting. The Company expects to mail this Proxy Statement and the accompanying proxy card to ADS holders
on or about November 17, 2025. In addition to solicitation of proxies to ADS holders by mail, certain officers, directors, employees and
agents of the Company may solicit proxies by telephone, mail or other personal contact. The Company shall bear the cost of the solicitation
of the proxies, including postage, printing and handling and shall reimburse the reasonable expenses of brokerage firms and others for
forwarding materials to beneficial owners of ADSs.
This Proxy Statement and the
accompanying proxy card shall also serve as a voting deed (ktav hatzba'a), as such term is defined under the Israel Companies
Law, 5759-1999 (the "Companies Law").
The quorum required for the
Meeting consists of at least one or more shareholders who are present at the Meeting, in person or by proxy, and who hold in the aggregate
ten percent (10%) or more of the voting rights of the Company, and such presence at the Meeting will constitute a legal quorum. Abstentions
and "broker non-votes" are counted as present and entitled to vote for purposes of determining a legal quorum.
Should no legal quorum be
present one-half hour after the scheduled time, the Meeting will be adjourned to December 29, 2025, at 4:00 p.m. (Israel Time) at the
offices of Goldfarb Gross Seligman & Co., One Azrieli Center, Tel Aviv 6701101, Israel. Should such legal quorum not be present half
an hour after the time set for the adjourned meeting, any number of shareholders present, in person or by proxy, will constitute a legal
The approval of each of Proposals
1, 4 and 8 requires the affirmative vote of at least a majority of the voting power represented at the Meeting, in person or by proxy,
and voting on the matter presented, without taking into account abstaining votes.
The approval of Proposal 2
requires an affirmative vote of at least seventy-five percent (75%) of the voting power represented at the Meeting, in person or by proxy,
and voting on the matter presented, without taking into account abstaining votes.
The approval of each of Proposals
3, 5, 6 and 7 requires the affirmative vote of at least a majority of the voting power represented at the Meeting, in person or by proxy,
and voting on the matter presented, without taking into account abstaining votes, provided that one of the following two alternatives
must apply: (i) such majority vote at the Meeting shall include at least a majority of the total votes of shareholders who are not controlling
shareholders of the Company (as defined in the Companies Law) and do not have a personal interest in the approval of the proposal, participating
in the voting at the Meeting in person or by proxy, without taking abstentions into account; or (ii) the total number of votes of the
non-controlling shareholders mentioned in clause (i) above that are voted against such proposal does not exceed two percent (2%) of the
total voting rights in the Company. The Company is not aware of any controlling shareholders of the Company.
For this purpose, "personal
interest" is defined under the Companies Law as: (1) a shareholder's personal interest in the approval of an act or a transaction