SCINAI IMMUNOTHERAPEUTICS LTD. Jerusalem BioPark, 2 nd Floor Hadassah Ein Kerem Campus Jerusalem, Israel NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS To Be Held on

SCINAI IMMUNOTHERAPEUTICS LTD.

Jerusalem BioPark, 2nd Floor

Hadassah Ein Kerem Campus

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

To Be Held on June 16, 2026

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 June 16, 2026, at 4 p.m. Israel time, or at any adjournments thereof (the "Meeting")

for the following purposes:

In addition, holders of

ADSs (as defined below) 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, 2025.

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

American Depositary Shares ("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 Wednesday, May 13, 2026, 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 at Jerusalem

BioPark, 2 Floor, Hadassah Ein Kerem Campus, Jerusalem, Israel, Tel: +972-8-930-2529, Sunday through Thursday between 10:00-15:00.

They will also 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.

SCINAI IMMUNOTHERAPEUTICS LTD.

Jerusalem BioPark, 2nd Floor

Hadassah Ein Kerem Campus

FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 16, 2026

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 June 16, 2026, at 4:00

p.m. Israel time at the offices of Goldfarb Gross Seligman & Co., One Azrieli Center, Tel Aviv, Israel, or at any adjournments thereof.

It is proposed at the Meeting

to adopt the following proposals or to consider the following items:

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, 2025.

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 Wednesday, May 13, 2026, shall be entitled to receive notice of and to vote at the Meeting. At the close

of business on Monday, May 11, 2026, the Company had outstanding 3,959,792 ADSs, representing 15,839,168,000 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 a 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 May [17], 2026. 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 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 Tuesday, June 23, 2026, 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

one-half hour after the time set for the adjourned meeting, any number of shareholders present, in person or by proxy, will constitute

The approval of each of Proposals

1, 2, 6, 7 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 3

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

4 and 5 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.

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