斯凯纳免疫治疗有限公司美国存托凭证美股招股说明书(2025-10-06版)

Scinai Immunotherapeutics Ltd. This prospectus relates to the offer and sale of up to 4,800,000 American Depositary Share (“ADSs”), by YA II PN, Ltd., orYA or the Selling Shareholder, a Cayman Islands limited partnership. Each ADS represents 4,000 of our ordinary shares, no par value(“Ordinary Shares”). The Ordinary Shares represented by ADSs being offered by the Selling Shareholder are to be issued pursuant to the StandbyEquity Purchase Agreement dated September 10, 2025 that we entered into with YA, or the Purchase Agreement. We are not sellingany securities under this prospectus and will not receive any of the proceeds from the sale of ADSs by the Selling Shareholder.However, we may receive up to $15.0 million in aggregate gross proceeds from sales of ADSs to YA that we may make under thePurchase Agreement from time to time during the 36 months following the execution of the Purchase Agreement, or the AdvanceShares. Pursuant to the Purchase Agreement, we issued an aggregate of 35,461 ADSs to YA upon execution of the Purchase Agreementas consideration for its irrevocable commitment to purchase ADSs under the Purchase Agreement, or the Commitment Shares. Theadditional 4,764,539 ADSs representing Advance Shares that may be offered pursuant to this prospectus would be purchased by YAfrom time to time pursuant to the Purchase Agreement at a price equal to 97% of the lowest of the three daily volume weightedaverage prices, or VWAPs, during a pricing period as set forth in the Purchase Agreement and would be subject to certain limitations. The Selling Shareholder may sell the ADSs included in this prospectus in a number of different ways and at varying prices.We provide more information about how the Selling Shareholder may sell the shares in the section entitled “Plan of Distribution.” TheSelling Shareholder is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended, theSecurities Act. The Selling Shareholder will pay all brokerage fees and commissions and similar expenses in connection with the offer andsale of the shares by the Selling Shareholder pursuant to this prospectus. We will pay the expenses (except brokerage fees andcommissions and similar expenses) incurred in registering under the Securities Act the offer and sale of the shares included in thisprospectus by the Selling Shareholder. See “Plan of Distribution.” The ADSs are listed on the Nasdaq Capital Market, or Nasdaq, under the symbol “SCNI.” On October 3, 2025, the lastreported sale price of the ADSs on Nasdaq was $1.33 per ADS. We are a “foreign private issuer,” as defined under the U.S. federal securities law and are subject to reduced public companyreporting requirements. See “Prospectus Summary – Implications of Being a Foreign Private Issuer” for additional information. Investing in our securities involves a high degree of risk. See the section entitled “Risk Factors” appearing on page 9of this prospectus and elsewhere in this prospectus and the accompanying base prospectus for a discussion of information thatshould be considered in connection with an investment in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminaloffense. The date of this prospectus is September 30, 2025. TABLE OF CONTENTS PageAbout this ProspectusiiCautionary Note Regarding Forward-Looking StatementsiiiProspectus Summary1The Offering7Risk Factors9Use of Proceeds11Capitalization12Selling Shareholder14Description of Share Capital15Enforcement of Civil Liabilities30Plan Of Distribution31Expenses Relating to the Offering32Legal Matters32Experts32Where You Can Find More Information32Incorporation of Certain Information by Reference33 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form F-1 that we filed with the Securities and Exchange Commission(“SEC”). Before investing in the ADSs, you should carefully read this entire prospectus and any prospectus supplement and any freewriting prospectus prepared by or on behalf of us or to which we have referred you. We have not, and the Selling Shareholder has not,authorized anyone to provide you any information other than that contained in, or incorporated by reference into, this document or inany free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for and canprovide no assurance as to the reliability or accuracy of, any other information that others may give you. Neither we, nor the SellingShareholder, are making an offer to sell, or seeking an offer to buy, the ADSs in any jurisdiction where the offer or sale is notpermitted. You should not assume that the information contained in, or incorporated by reference into, this prospectus is accurate as ofany date other than their respective dat