The Board has Approved a Ratio Change of the ADSs to Non-traded
Ordinary Shares (equivalent to a reverse split) Designed to Regain
Compliance
JERUSALEM, May 6, 2024
/PRNewswire/ -- Scinai Immunotherapeutics Ltd. (Nasdaq:
SCNI), 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 had had received a staff
determination letter (the "Letter") on April
30, 2024 from the Listing Qualifications Department (the
"Staff") of The Nasdaq Stock Market LLC ("Nasdaq") notifying the
Company that, due to the Company's non-compliance with the minimum
$1.00 bid price requirement set forth
in Nasdaq Listing Rule 5550(a)(2) (the "Rule"), the Company's
American Depositary Shares ("ADSs") would be scheduled for
delisting from The Nasdaq Capital Market and would be suspended for
trading at the opening of business on May 7,
2024 unless the Company timely requests a hearing before an
independent Nasdaq Hearings Panel (the "Panel").
As previously disclosed, on November 1,
2023, the Company received a letter from the Staff notifying
the Company of its noncompliance with the Rule by failing to
maintain a minimum bid price for the ADSs of at least $1.00 per share for the previous 33 consecutive
business days. The Company was provided an initial 180-day grace
period, or until April 29, 2024, to
regain compliance with the Rule. To regain compliance with the Rule
the closing bid price of the ADSs needed to be at least
$1.00 per share for a minimum of ten
consecutive business days during the compliance Period.
The Company has today appealed the delisting determination and
requested a hearing before the Panel. Such a request automatically
stays any suspension or delisting action pending the hearing and
the expiration of any additional extension period granted by the
Panel after the hearing.
The Company also announces that its Board of Directors has
approved a ratio change of the ADSs to its non-traded ordinary
shares, increasing the number of ordinary shares represented by
each ADS from 400 to 4,000, which is equivalent to a reverse split
of 1 for 10. No action is required by the holders of the ADSs
to affect the ratio change, and no fractional new ADSs will be
issued in connection with the change in ADS ratio. Instead,
fractional entitlements to new ADSs will be aggregated and the
depositary bank will attempt to sell them with the net cash
proceeds from the sale of the fractional ADS entitlements to be
distributed to the applicable ADS holders by the depositary
bank.
The anticipated effective date of the ratio change is
May 21, 2024. The Company expects
that the ratio change will correct the ADS trading price
non-compliance issue, which in turn, because corrected prior to the
hearing, would make the need for a hearing moot. If the ratio
change does not correct the non-compliance prior to the hearing,
the Company will request an extension of time sufficient to regain
compliance vis-à-vis the referenced ratio change or, if
necessary, a further ratio change. However, in such a case, there
can be no assurance that the Company will obtain an extension
period from the Panel to regain compliance, or, if the Panel grants
such an extension period, that the Company will be able to evidence
compliance with the Rule before the extension period
expires.
During the period before the hearing, if any, the ADSs shares
will continue to trade on Nasdaq.
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 GMP manufacturing, and
pre-clinical and clinical trial design and execution services to
early stage biotech companies. 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
future price of the ADSs. 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
price of our ADSs will not increase proportionally as a result
of the change in ADS ratio or sufficiently to cure the Nasdaq
non-compliance, the risk of delisting of the ADSs from listing on
Nasdaq, the risk of delay in, Scinai's inability to conduct, or the
unsuccessful results of, its research and development activities,
including the contemplated in-vivo studies and a clinical
trial; the risk that Scinai will not maintain its listing on
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; the risk that the European
Investment Bank (EIB) may accelerate the financial facility under
its finance contract with Scinai; 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 10-K filed
with the Securities and Exchange Commission ("SEC") on April 17, 2023, 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.