6-K
Scinai Immunotherapeutics Ltd. (SCNI)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM6-K
Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16
Under the Securities Exchange Act of 1934
For the Month of May 2026
Commission File Number: 001-37353
SCINAIIMMUNOTHERAPEUTICS LTD.
(Translation of registrant’s name into English)
JerusalemBioPark, 2nd Floor
HadassahEin Kerem Campus
Jerusalem,Israel
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
ExplanatoryNote
As previously disclosed, on February 17, 2026, Scinai Immunotherapeutics Ltd. (the “Company”) completed the acquisition of Recipharm Israel Ltd. (subsequently renamed Scinai Biopharma Services Ltd. (the “Subsidiary”)) (the “Acquisition”).
Furnished herewith as Exhibit 99.1 to this Report on Form 6-K are the audited financial statements of the Subsidiary as of December 31, 2025.
In addition, furnished herewith as Exhibit 99.2 to this Report on Form 6-K is the Company’s unaudited pro forma condensed consolidated and combined financial information reflecting the Acquisition. The unaudited pro forma condensed consolidated and combined financial information gives effect to the acquisition of the Subsidiary by the Company as if such transaction had occurred on the dates indicated.
The unaudited pro forma condensed consolidated and combined financial information has been prepared in accordance with Article 11 of Regulation S-X and accounting principles generally accepted in the United States of America, and, in the opinion of management, includes all adjustments necessary for a fair presentation. The unaudited pro forma condensed consolidated and combined financial information is not necessarily indicative of the Company’s financial position or results of operations that would have been obtained had the Acquisition been completed on the dates assumed, nor is it indicative of future results.
This Report on Form 6-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other applicable securities laws, including statements relating to the Acquisition. These forward-looking statements are based on the Company’s current expectations, estimates, assumptions and projections and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Such risks and uncertainties include, but are not limited to, the Company’s ability to successfully integrate and operate the Subsidiary’s operations, the success of the Company’s business strategy, including its ability to develop and grow its CDMO business while advancing its therapeutic development programs, the final determination of the fair values of the assets acquired and liabilities assumed in the Acquisition as of the acquisition date, the completion of the purchase price allocation, and the other risks described in the Company’s reports and other documents filed with or furnished to the U.S. Securities and Exchange Commission. The Company undertakes no obligation to update or revise any forward-looking statements, except as required by applicable law
This Report on Form 6-K is hereby incorporated by reference into the registrant’s Registration Statements on Form S-8 (File No. 333-291460, 333-271293 and File No. 333-239344) and Form F-3 (File No. 333-274078 and File No. 333-276767), to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
1
ExhibitIndex
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Scinai Immunotherapeutics Ltd. | ||
|---|---|---|
| Date: May 8,<br> 2026 | By: | /s/ Amir Reichman |
| Amir Reichman | ||
| Chief Executive Officer |
3
Exhibit 99.1
RecipharmIsrael Ltd.
AuditedFinancial Statements as of December 31, 2025
Contents
| Page | |
|---|---|
| Auditor’s Report | F-2 |
| Statements of Financial Position | F-3 |
| Statements of Comprehensive Loss | F-4 |
| Statements of Changes in Deficit in Equity | F-5 |
| Statements of Cash Flows | F-6 |
| Notes to the Financial Statements | F-7-F16 |
-
F-1
Reportof Certified Public Accounting Firm
To the board of directors and shareholder of Recipharm Israel Ltd.
Opinionon Financial Statements
We have audited the accompanying financial statements of Recipharm Israel Ltd. (the “Company”), which comprise the statements of financial position as of December 31, 2025, and 2024, and the related statements of comprehensive loss, changes in deficit in equity, and cash flows for each of the years then ended, and the related notes to the financial statements.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and 2024, and the results of its operations, changes in deficit in equity, and cash flows for each of the years then ended, in accordance with IFRS Accounting Standards.
Basisfor Opinion
We conducted our audits in accordance with auditing standards generally accepted in the United States of America (US GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements relevant to our audits of the financial statements, and we have fulfilled our other ethical responsibilities in accordance with those requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
SubstantialDoubt About the Company’s Ability to Continue as a Going Concern
Note 1A to the financial statements indicates that the Company incurred a loss of NIS 9,395 thousand for the year ended December 31, 2025, had a working capital deficit of NIS 22,819 thousand, and a deficit in equity of NIS 51,382 thousand as of that date. These conditions, together with the Company’s dependence on continued financial support from its Parent Company RECIPHARM OT AB, raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period.
As described in Note 1A, management’s plans regarding these matters are based primarily on continued financial support from the Parent Company. The financial statements have been prepared on a going concern basis and do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.
Responsibilitiesof Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in accordance with IFRS Accounting Standards, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, evaluating whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern, and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s financial reporting process.
Auditor’sResponsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with US GAAS will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.
In performing an audit in accordance with US GAAS, we exercise professional judgment and maintain professional skepticism throughout the audit. We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and perform procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. We also obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, evaluating the overall presentation of the financial statements, and concluding whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.
| Tel<br>Aviv, Israel | /s/ Rotem Yaron |
|---|---|
| May 6, 2026 | Certified Public Accountants |
F-2
| Recipharm Israel Ltd. |
|---|
Statementsof Financial Position
| As of December 31 | |||||||
|---|---|---|---|---|---|---|---|
| 2025 | 2024 | ||||||
| Note | Thousands of New <br><br>Israeli Shekels | ||||||
| Current Assets | |||||||
| Cash | 1,183 | 2,046 | |||||
| Trade receivables | 3 | 682 | 530 | ||||
| Accounts receivable and other current assets | 455 | 427 | |||||
| 2,320 | 3,003 | ||||||
| Non-current assets | |||||||
| Property and equipment | 4 | 11,443 | 13,362 | ||||
| Right of use assets | 4 | 9,814 | 10,202 | ||||
| 21,257 | 23,564 | ||||||
| 23,577 | 26,567 | ||||||
| Current liabilities | |||||||
| Current maturities of lease liabilities | 4 | 414 | 398 | ||||
| Accounts payable | 436 | 611 | |||||
| Other payables and accrued expenses | 5 | 1,170 | 1,166 | ||||
| Loans from related parties | 6 | 23,119 | 26,627 | ||||
| 25,139 | 28,802 | ||||||
| Non-current liabilities | |||||||
| Lease liabilities | 4 | 9,967 | 10,154 | ||||
| Loans from related parties | 6 | 39,853 | 29,598 | ||||
| 49,820 | 39,752 | ||||||
| Deficit in shareholders’ equity | 7 | (51,382 | ) | (41,987 | ) | ||
| 23,577 | 26,567 |
The accompanying notes constitute an integral part of the financial statements
| May<br> 6, 2026 | |
|---|---|
| Date<br> of approval of the | Amir<br> Reichman |
| Financial<br> Statements | CEO<br> and Director |
F-3
| Recipharm Israel Ltd. |
|---|
Statementsof Comprehensive Loss
| For the year ended<br> December 31 | |||||||
|---|---|---|---|---|---|---|---|
| 2025 | 2024 | ||||||
| Note | Thousands of New <br><br>Israeli Shekels | ||||||
| Revenues | 3,722 | 5,492 | |||||
| Cost of sales | 9a | 9,529 | 9,407 | ||||
| Gross loss | (5,807 | ) | (3,915 | ) | |||
| Selling and marketing expenses | 88 | 77 | |||||
| General and administrative expenses | 9b | 1,675 | 4,782 | ||||
| Other income | (133 | ) | - | ||||
| Operating loss | (7,437 | ) | (8,774 | ) | |||
| Finance income | 9c | 1,346 | 2,311 | ||||
| Finance expenses | 9c | (3,304 | ) | (3,413 | ) | ||
| Total comprehensive loss | (9,395 | ) | (9,876 | ) |
The accompanying notes constitute an integral part of the financial statements
F-4
| Recipharm Israel Ltd. |
|---|
Statementsof Changes in Deficit in Equity
| Share<br> capital | Accumulated<br> deficit | Total | ||||||
|---|---|---|---|---|---|---|---|---|
| Thousands of New Israeli Shekels | ||||||||
| Balance as of January 1, 2024 | (*- | (32,111 | ) | (32,111 | ) | |||
| Total comprehensive loss | - | (9,876 | ) | (9,876 | ) | |||
| Balance as of December 31, 2024 | (*- | (41,987 | ) | (41,987 | ) | |||
| Total comprehensive loss | - | (9,395 | ) | (9,395 | ) | |||
| Balance as of December 31, 2025 | (*- | (51,382 | ) | (51,382 | ) | |||
| (*) | Represents an amount less<br> than NIS 1 thousand | |||||||
| --- | --- |
The accompanying notes constitute an integral part of the financial statements
F-5
| Recipharm Israel Ltd. |
|---|
Statementsof Cash Flows
| For the year ended<br> December 31 | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Thousands of New <br><br>Israeli Shekels | ||||||
| Cash flows from operating activities | ||||||
| Loss for the year | (9,395 | ) | (9,876 | ) | ||
| Adjustments to reconcile loss to net cash used in operating activities: | ||||||
| Adjustments to profit or loss items: | ||||||
| Depreciation and amortization | 2,545 | 2,635 | ||||
| Finance expenses, excluding exchange differences | 3,304 | 3,413 | ||||
| 5,849 | 6,048 | |||||
| Changes in assets and liabilities: | ||||||
| Decrease (increase) in trade receivables | (152 | ) | 600 | |||
| Decrease (increase) in accounts receivable and current assets | (28 | ) | 135 | |||
| Increase (decrease) in accounts payable | (175 | ) | 190 | |||
| Increase (decrease) in other payables and accrued expenses | 4 | 62 | ||||
| (351 | ) | 987 | ||||
| Net cash used in operating activities | (3,897 | ) | (2,841 | ) | ||
| Cash flows from investing activities | ||||||
| Purchase of property and equipment | (7 | ) | (131 | ) | ||
| Net cash used in investing activities | (7 | ) | (131 | ) | ||
| Cash flows from financing activities | ||||||
| Repayment of lease liabilities | (803 | ) | (993 | ) | ||
| Receipt of loans from related parties | 3,844 | 4,609 | ||||
| Net cash provided by financing activities | 3,041 | 3,616 | ||||
| Increase (decrease) in cash and cash equivalents | (863 | ) | 644 | |||
| Cash and cash equivalents at the beginning of the year | 2,046 | 1,402 | ||||
| Cash and cash equivalents at the end of the year | 1,183 | 2,046 | ||||
| Material non-cash transactions | ||||||
| Accrued interest on related-party loans not yet paid | 1,297 | 1,402 |
F-6
| Recipharm Israel Ltd. | |
|---|---|
| Notes to the Financial Statements | |
| Note 1 | General |
| --- | --- |
| A. | Recipharm Israel Ltd. (the<br> “Company”) was incorporated in Israel on May 11, 2015 by RECIPHARM OT AB (the “Parent Company”). The Company<br> provides support for research and development through chemical and analytical services. On June 3, 2016, the Company changed its<br> name to Recipharm Israel Ltd. |
| --- | --- |
| The Company incurred a<br> loss of NIS 9,395 thousand for the year ended December 31, 2025 (2024: NIS 9,876 thousand) and had a deficit in equity of NIS 51,382<br> thousand as of December 31, 2025 (2024: NIS 41,987 thousand). The deficit and the Company’s ongoing financing needs are funded<br> primarily by loans from the Parent Company, which amounted to NIS 62,972 thousand as of December 31, 2025 (2024: NIS 56,225 thousand).<br> As of December 31, 2025, the Company had a working capital deficit of NIS 22,819 thousand (2024: NIS 25,799 thousand). The Company’s<br> continued operation depends on the Parent Company’s ongoing financial support. These events and conditions indicate that a<br> material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. The financial<br> statements have been prepared on a going concern basis, based on management’s expectation of continued financial support from<br> the Parent Company. | |
| B. | Definitions |
| --- | --- |
In these financial statements
| The Company | - | Recipharm<br> Israel Ltd. (formerly OnTarget Chemistry Israel Ltd.) |
|---|---|---|
| Shareholders | - | RECIPHARM<br> OT AB, which holds 85% of the Company and is a wholly owned subsidiary of RECIPHARM AB |
| - | Katzelsky<br> Silvia holding 7.5% | |
| - | ANEEVA<br> LTD, holding 7.5% | |
| Related<br> parties | - | as<br> defined in International Accounting Standard 24 |
F-7
| Recipharm Israel Ltd. | |
|---|---|
| Notes to the Financial Statements | |
| Note 2 | Summary of significant<br> accounting policies |
| --- | --- |
The significant accounting policies described below have been applied consistently in the financial statements for all periods presented, except where otherwise indicated.
| A. | Basis of presentation<br> of the financial statements |
|---|
The financial statements have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB).
| B. | Functional<br> currency, presentation currency and foreign currency |
|---|---|
| 1 | Functional currency<br> and presentation currency |
| --- | --- |
The Company’s functional currency and the presentation currency of the financial statements are NIS.
The functional currency is the currency that most accurately reflects the economic environment in which the Company operates and conducts its transactions, and in which its financial position and results of operations are measured.
| 2 | Transactions, assets,<br> and liabilities in foreign currency |
|---|
Transactions denominated in a foreign currency (a currency different from the functional currency) are recorded at the exchange rate prevailing on the transaction date upon initial recognition. After initial recognition, financial assets and liabilities denominated in foreign currency are translated at each reporting date into the functional currency using the exchange rate at that date. Exchange differences are recognized in the statement of profit or loss. Non-financial assets and liabilities denominated in foreign currency, presented at cost, are translated using the exchange rate at the transaction date. Non-monetary assets and liabilities denominated in foreign currency and presented at fair value are translated into the functional currency at the exchange rate prevailing on the date the fair value was determined.
| C. | Cash and cash equivalents |
|---|
Cash and cash equivalents are defined by the Company as cash and highly liquid short-term deposits with banking corporations that are not restricted or pledged, with original maturity of up to three months from the date of investment.
| D. | Provision for doubtful<br> debts |
|---|
The provision for doubtful debts is specifically determined with respect to debts that, based on the Company’s management’s estimate, are considered doubtful of collection. Customer balances for which an impairment loss has occurred are written off when it is determined that such balances are uncollectible.
| E. | Revenue recognition |
|---|
Revenue is recognized in accordance with IFRS 15 when control of the promised services is transferred to the customer in an amount that reflects the consideration to which the Company expects to be entitled. For service arrangements, revenue is recognized over time when the customer simultaneously receives and consumes the service benefits. Progress is measured based on actual hours incurred relative to total estimated hours when that input method faithfully depicts performance.
F-8
| Recipharm Israel Ltd. | |
|---|---|
| Notes to the Financial Statements | |
| Note 2 | Summary of significant<br> accounting policies (continued) |
| --- | --- |
Revenue from rendering services
When the outcome of a service arrangement cannot be measured reliably, revenue is recognized only to the extent of recoverable costs incurred. The Company discloses significant judgments, performance obligations, contract assets and contract liabilities when material.
| F. | Property and equipment |
|---|
Property and equipment are presented at cost plus directly attributable acquisition costs, less accumulated depreciation and impairment losses, and excluding ongoing maintenance expenses. Cost includes spare parts and auxiliary equipment that are usable solely in relation to machinery and equipment.
Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets, as follows:
| % | |
|---|---|
| Machinery and equipment | 7 |
| Furniture and office equipment | 7 |
| Computers and peripheral equipment | 33 |
| Leasehold<br> improvements | See<br> below |
Leasehold improvements are depreciated on a straight-line basis over the lease term (including any extension option period that the Company is reasonably certain to exercise) or over the assets’ useful life, whichever is shorter. For impairment of property and equipment, see Section G below.
| G. | Impairment of non-financial<br> assets |
|---|
The Company evaluates the need for impairment of non-financial assets when indicators arising from events or changes in circumstances suggest that the carrying amount presented in the financial statements may not be recoverable.
When the carrying amount of non-financial assets exceeds their recoverable amount, the assets are written down to their recoverable amount. The recoverable amount is the higher of fair value less costs of disposal and value in use. In estimating value in use, the estimated future cash flows are discounted at a pre-tax discount rate that reflects the risks specific to the asset. For an asset that does not generate independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs. Impairment losses are recognized in profit or loss.
| H. | Share-based payment<br> transactions |
|---|
Employee benefit expenses may include costs related to share-based incentive plans of the Recipharm group (the “plans”). Since 2014, Recipharm has annually invited employees to participate in various share-based incentive plans under which employees use their own funds to purchase shares at market price. Each of the aforementioned share-based incentive plans has a three-year term, and participants are granted one savings share for every share they purchase. Senior executives also receive performance shares based on actual performance relative to forecasts.
F-9
| Recipharm Israel Ltd. | |
|---|---|
| Notes to the Financial Statements | |
| Note 2 | Summary<br> of significant accounting policies (continued) |
| --- | --- |
Transactions settled in equity instruments
The grant-date fair value of equity-settled awards is allocated over the vesting period and recognized as an employee benefits expense against equity. The fair value of the share is the market price at the grant date, adjusted for the value net of future dividends on shares not payable to employees. In each reporting period, the Company assesses its estimate of the number of shares expected to vest in accordance with vesting conditions unrelated to market performance. In the event of a change in original estimates, the Company recognizes the change in profit or loss and makes the necessary adjustment to equity. Additionally, the Company records provisions for expected payments to National Insurance. Such provisions are charged to profit or loss over the vesting period. Provisions are reviewed on an ongoing basis to confirm their alignment with the fair value of the shares as of the reporting date.
No share-based payment expense was recognized in profit or loss.
| I. | Employee<br> benefits |
|---|
Post-employment benefits
The plans are generally funded by contributions to insurance companies and are classified as both defined contribution and defined benefit plans.
The Company has defined contribution plans in accordance with Section 14 of the Severance Pay Law, under which the Company makes regular contributions without having a legal or constructive obligation to make additional payments even if the fund accumulations are insufficient to cover all benefits payable to the employee in respect of service rendered during the current and prior periods.
Contributions to a defined contribution plan for severance or for benefits are recognized as an expense at the time of contribution to the plan, concurrently with the receipt of the employee’s labor services.
| J. | Use<br> of estimates in the preparation of the financial statements |
|---|
In preparing the financial statements in accordance with IFRS Accounting Standards, management is required to use estimates, assumptions and judgments that affect the application of accounting policies and the reported amounts of assets, liabilities, revenues, and expenses. Actual results may differ from these estimates. The estimates and assumptions underlying them are subject to continuous review. Changes in accounting estimates are recognized in the period in which they occur.
| K. | Leases |
|---|---|
| 1 | The Company as lessee |
| --- | --- |
For transactions in which the Company acts as lessee, it recognizes, at the lease commencement date, a right-of-use asset together with a lease liability, except for leases with a lease term of 12 months or less and leases where the underlying asset is of low value, for which the Company has elected to recognize the lease payments as an expense in profit or loss on a straight-line basis over the lease term. In measuring the lease liability, the Company elected to apply the practical expedient permitted by the standard and did not separate lease components from non-lease components, such as management services, maintenance services and other services included in the same transaction.
In transactions where an employee is entitled to a vehicle from the Company as part of the terms of employment, the Company treats these transactions as employee benefits in accordance with IAS 19, and not as sublease transactions.
F-10
| Recipharm Israel Ltd. | |
|---|---|
| Notes to the Financial Statements | |
| Note 2 | Summary<br> of significant accounting policies (continued) |
| --- | --- |
At the commencement date, the lease liability includes all lease payments not yet paid, discounted at the interest rate implicit in the lease if readily determinable, or otherwise at the Company’s incremental borrowing rate. After the commencement date, the Company measures the lease liability using the effective interest rate method.
The right-of-use asset at the commencement date is recognized at the amount of the lease liability, plus lease payments made at or before the commencement date and including any transaction costs incurred. The right-of-use asset is measured using the cost model and depreciated over its useful life or the lease term, whichever is shorter.
The following table presents the depreciation period for the relevant right-of-use asset category.
| Number of years | |
|---|---|
| Land and buildings | 10 |
When indicators of impairment exist, the Company assesses the impairment of the right-of-use asset in accordance with IAS 36.
| 2 | Lease payments linked<br> to the index |
|---|
At the commencement date, the Company applies the index rate prevailing at that date to calculate future lease payments.
In transactions where the Company is the lessee, changes in the amount of future lease payments arising from a change in the index are remeasured (using the same discount rate applied to the lease liability) and adjusted against the balance of the right-of-use asset and recognized as a corresponding adjustment to the lease liability balance, only when such changes in cash flows result from a change in the index that is, at the date when the indexation of lease payments takes effect.
| 3 | Extension and termination<br> options |
|---|
The non-cancellable lease term also includes periods covered by an option to extend the lease when it is reasonably certain that the extension option will be exercised, as well as periods covered by an option to terminate the lease when it is reasonably certain that the termination option will not be exercised.
In the event of a change in the estimate regarding the exercise of an extension option or the non-exercise of a termination option, the Company remeasures the lease liability balance in accordance with the updated lease term, using the discount rate at the date of the change in estimate, with the total adjustment recognized against the right-of-use asset balance until fully written off, and thereafter recognized in profit or loss.
| 4 | Lease modifications |
|---|
When a modification to the lease terms does not reduce the scope of the lease and is not accounted for as a separate lease transaction, the Company remeasures the lease liability balance in accordance with the amended lease terms, applying the updated discount rate at the date of the modification, and recognizes the total change in the lease liability balance in the right-of-use asset balance.
F-11
| Recipharm Israel Ltd. | |
|---|---|
| Notes to the Financial Statements | |
| Note 2 | Summary of significant<br> accounting policies (continued) |
| --- | --- |
When an amendment to the lease terms results in a reduction in the lease scope, the Company recognizes a gain or loss arising from the partial or full derecognition of the right-of-use asset and the lease liability. Subsequently, the Company remeasures the lease liability in accordance with the amended lease terms, based on the updated discount rate as of the modification date, and adjusts the total change in the lease liability against the right-of-use asset.
| Note 3 | Trade receivables | |||||
|---|---|---|---|---|---|---|
| December 31 | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| 2025 | 2024 | |||||
| Thousands of New Israeli<br> Shekels | ||||||
| Trade receivables - open balances | 949 | 730 | ||||
| Revenue receivable | - | 67 | ||||
| Provision for doubtful debts | (267 | ) | (267 | ) | ||
| Trade receivables, net | 682 | 530 | ||||
| Note 4 | Leases and property and<br> equipment | |||||
| --- | --- |
The Company has lease agreements, including leases for land and buildings used in its regular operations. On August 11, 2020, the Company entered into a lease agreement with P.L.A.R Asset Management Ltd. and R. Matri Law Firm for a period of 12 years.
Total interest expense on lease liabilities for 2025 and 2024 was NIS 401 thousand and NIS 418 thousand, respectively.
Disclosures regarding right-of-use assets
| Land and <br> buildings | ||
|---|---|---|
| Thousands of<br> New Israeli <br> Shekels | ||
| Cost | ||
| Balance as of January 1, 2025 | 12,221 | |
| Additions during the year | ||
| Adjustments for linkage to the Consumer Price Index | 231 | |
| Balance as of December 31, 2025 | 12,452 | |
| Accumulated depreciation | ||
| Balance as of January 1, 2025 | 2,019 | |
| Additions during the year | ||
| Depreciation and amortization | 619 | |
| Balance as of December 31, 2025 | 2,638 | |
| Net book value as of December 31, 2025 | 9,814 |
F-12
| Recipharm Israel Ltd. | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Notes to the Financial Statements | ||||||||||
| Note 4 | Leases and property and<br> equipment (continued) | |||||||||
| --- | --- | |||||||||
| 2025 | ||||||||||
| --- | ||||||||||
| Furniture<br> and office<br> equipment | Improvements<br> to Leased<br> Assets | Computers<br> and<br> Peripheral<br> Equipment | Machinery<br> and<br> Equipment | Total | ||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Cost | ||||||||||
| Balance as of January 1, 2025 | 401 | 14,512 | 524 | 5,394 | 20,831 | |||||
| Additions during the year - purchases | - | - | - | 7 | 7 | |||||
| Balance as of December 31, 2025 | 401 | 14,512 | 524 | 5,401 | 20,838 | |||||
| Accumulated depreciation | ||||||||||
| Balance as of January 1, 2025 | ||||||||||
| 174 | 3,023 | 474 | 3,798 | 7,469 | ||||||
| Additions during the year - depreciation | 31 | 1,431 | 29 | 435 | 1,926 | |||||
| Balance as of December 31, 2025 | 205 | 4,454 | 503 | 4,233 | 9,395 | |||||
| Net book value as of December 31, 2025 | 196 | 10,058 | 21 | 1,168 | 11,443 | |||||
| 2024 | ||||||||||
| --- | ||||||||||
| Furniture <br> and office <br> equipment | Improvements <br> to Leased <br> Assets | Computers <br> and <br> Peripheral <br> Equipment | Machinery<br> and <br> Equipment | Total | ||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Cost | ||||||||||
| Balance as of January 1, 2024 | 401 | 14,512 | 437 | 5,350 | 20,700 | |||||
| Additions during the year - purchases | - | - | 87 | 44 | 131 | |||||
| Balance as of December 31, 2024 | 401 | 14,512 | 524 | 5,394 | 20,831 | |||||
| Accumulated depreciation | ||||||||||
| Balance as of January 1, 2024 | ||||||||||
| 144 | 1,592 | 405 | 3,288 | 5,429 | ||||||
| Additions during the year - depreciation | 30 | 1,431 | 69 | 510 | 2,040 | |||||
| Balance as of December 31, 2024 | 174 | 3,023 | 474 | 3,798 | 7,469 | |||||
| Net book value as of December 31, 2024 | 227 | 11,489 | 50 | 1,596 | 13,362 |
F-13
| Recipharm Israel Ltd. | ||||
|---|---|---|---|---|
| Notes to the Financial Statements | ||||
| Note 5 | Other payables and accrued<br> expenses | |||
| --- | --- | |||
| December 31 | ||||
| --- | --- | --- | --- | --- |
| 2025 | 2024 | |||
| Thousands of New Israeli<br> Shekels | ||||
| Employees and institutions - salaries payable | 488 | 400 | ||
| Provision for vacation and recuperation | 496 | 405 | ||
| Accrued expenses | 106 | 97 | ||
| Others | 80 | 264 | ||
| 1,170 | 1,166 | |||
| Note 6 | Related parties –<br> Parent Company | |||
| --- | --- |
Current liabilities
| December 31 | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Thousands of New Israeli<br> Shekels | ||||
| Recipharm OT Chemistry AB – loans and interest payable | 23,119 | 26,627 | ||
| 23,119 | 26,627 | |||
| (1) | The balance of loans received<br> from the Parent Company, denominated in euros, includes loans bearing interest at 3.88%. The balance of such loans as of December<br> 31, 2025, and 2024 amounted to approximately NIS 17,563 thousand and NIS 22,311 thousand, respectively, and the related interest<br> payable amounted to approximately NIS 5,556 thousand and NIS 4,316 thousand, respectively. | |||
| --- | --- |
Non-current liabilities
| December 31 | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Thousands of New Israeli<br> Shekels | ||||
| Recipharm OT Chemistry AB - Loans denominated in euro, including payable interest (1) | 37,342 | 27,087 | ||
| Recipharm OT Chemistry AB - Loans denominated in U.S. dollars (2) | 2,511 | 2,511 | ||
| 39,853 | 29,598 | |||
| (1) | The balance of loans received<br> from the Parent Company in euros includes interest-free loans with no maturity date; as of December 31, 2025 and 2024, the balances<br> were approximately NIS 8,913 thousand and NIS 8,913 thousand, respectively. No remeasurement adjustment was recorded in respect of<br> these loans. In addition, the balance includes loans bearing interest at six-month EURIBOR plus 4.97%, with balances as of December<br> 31, 2025 and 2024 of approximately NIS 28,199 thousand and NIS 18,001 thousand, respectively, and interest payable of approximately<br> NIS 230 thousand and NIS 173 thousand, respectively. | |||
| --- | --- | |||
| (2) | The balance of loans received<br> from the Parent Company in U.S. dollars, which do not bear interest and have no due date, amounted to approximately NIS 2,511 thousand<br> as of December 31, 2025 and NIS 2,511 thousand as of December 31, 2024. No remeasurement adjustment was recorded in respect of these<br> loans. | |||
| --- | --- |
F-14
| Recipharm Israel Ltd. | ||
|---|---|---|
| Notes to the Financial Statements | ||
| Note 7 | Equity | |
| --- | --- | |
| December 31, 2025 and 2024 | ||
| --- | --- | --- |
| Registered | Issued and outstanding | |
| Number of shares | ||
| Ordinary shares of NIS 0.25<br> par value each | 100,000 | 100,000 |
| Note 8 | Income taxes | |
| --- | --- | |
| A. | Tax rates applicable<br> to the Company | |
| --- | --- |
The corporate tax rate in Israel for 2025 and 2024 is 23%.
| B. | Tax assessments |
|---|
The Company has tax assessments considered final through and including the 2020 tax year.
| C. | Deferred taxes |
|---|
Deferred tax assets have not been recognized in respect of business losses carried forward because it is not probable that sufficient taxable profits will be available against which those losses can be utilized in the foreseeable future.
| Note 9 | Additional details on<br> profit or loss items | |||
|---|---|---|---|---|
| A. | Cost of sales | |||
| --- | --- | |||
| For the year ended <br> December 31 | ||||
| --- | --- | --- | --- | --- |
| 2025 | 2024 | |||
| Thousands of New Israeli <br> Shekels | ||||
| Salaries and related expenses | 5,138 | 4,516 | ||
| Depreciation and amortization | 2,137 | 2,215 | ||
| Chemicals and consumables | 862 | 1,408 | ||
| Electricity expenses | 158 | 184 | ||
| Maintenance and municipal taxes | 1,088 | 940 | ||
| Other | 146 | 144 | ||
| 9,529 | 9,407 |
F-15
| Recipharm Israel Ltd. | |
|---|---|
| Notes to the Financial Statements |
| Note 9 | Additional details on<br> profit or loss items (continued) | |||||
|---|---|---|---|---|---|---|
| B. | General and administrative<br> expenses | |||||
| --- | --- | |||||
| For the year ended<br> December 31 | ||||||
| --- | --- | --- | --- | --- | --- | |
| 2025 | 2024 | |||||
| Thousands of New Israeli<br> Shekels | ||||||
| Salaries and related expenses | 1,274 | 1,967 | ||||
| Professional consulting | 276 | 251 | ||||
| Depreciation | 528 | 553 | ||||
| Travel and vehicles | 122 | 135 | ||||
| Outsourced work – related parties, net | (799 | ) | 1,680 | |||
| Maintenance | 64 | 82 | ||||
| Other | 210 | 114 | ||||
| 1,675 | 4,782 | |||||
| C. | Finance income (expenses),<br> net | |||||
| --- | --- | |||||
| For the year ended<br> December 31 | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| 2025 | 2024 | |||||
| Thousands of New Israeli<br> Shekels | ||||||
| Exchange differences | 1,346 | 2,311 | ||||
| Interest on loans from the Parent Company | (2,903 | ) | (2,995 | ) | ||
| Interest on lease liabilities | (401 | ) | (418 | ) | ||
| (1,958 | ) | (1,102 | ) | |||
| Finance income (expenses), net | (1,958 | ) | (1,102 | ) | ||
| Note 10 | Subsequent events | |||||
| --- | --- |
On February 16, 2026, Scinai Immunotherapeutics Ltd. (“Scinai”) entered into a Share Purchase Agreement with Recipharm AB (the “Parent”), pursuant to which Scinai acquired all of the issued and outstanding shares of the Company for nominal consideration of EUR 1.
In addition, Scinai acquired from the Parent all rights, title and interest in a shareholder loan granted by the Parent to the Company, with an outstanding principal amount of approximately EUR 12.3 million and accrued interest of approximately EUR 1.6 million, for nominal consideration of EUR 1.
In connection with the transaction, and prior to its closing, the Parent committed to make a capital injection into the Company in an amount sufficient to ensure that, as of the closing date, the Company held cash of approximately EUR 2 million, in addition to funding certain pre-closing expenses.
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F-16
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Exhibit 99.2
SCINAIIMMUNOTHERAPEUTICS LTD.
ProForma Consolidated Statement of Financial Position
Asof
December 31, 2025
Management’sIntroduction
The accompanying unaudited pro forma condensed consolidated financial information has been prepared by the management of Scinai Immunotherapeutics Ltd. (the “Company”). The unaudited pro forma condensed consolidated financial information gives effect to the acquisition of Scinai Biopharma Service Ltd. (formerly Recipharm Israel Ltd). by the Company, as if such transaction had occurred on the dates indicated.
The unaudited pro forma condensed consolidated financial information has been prepared in accordance with Article 11 of Regulation S-X and accounting principles generally accepted in the United States of America (“U.S. GAAP”), and, in the opinion of management, includes all adjustments necessary for a fair presentation.
The unaudited pro forma condensed consolidated financial information includes certain amounts that are based on management’s estimates and assumptions, and the accompanying notes provide a detailed description of the assumptions and adjustments performed in the preparation of such information. Pro forma condensed consolidated financial information is inherently based on assumptions and adjustments which are subjective in nature. Accordingly, actual results may differ from those reflected in the unaudited pro forma condensed consolidated financial information.
The unaudited pro forma condensed consolidated financial information has been prepared for illustrative purposes only and is not intended to represent the financial position or results of operations of the Company that would have actually occurred had the transaction been completed on the dates indicated. In addition, such information is not necessarily indicative of the future results of operations or financial position of the Company.
SCINAI IMMUNOTHERAPEUTICS LTD.
PROFORMA CONDENSED CONSOLIDATED AND COMBINED STATEMENT OF FINANCIAL POSITION
U.S.dollars in thousands (except share and per share data)
| **** | Scinai Immunotherapeutics Ltd. | Scinai Biopharma Service Ltd (Formerly Recipharm Israel Ltd) | Pro forma Transaction adjustments | Pro forma GAAP adjustments | **** | Pro forma<br><br>December 31, | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| **** | December 31, | December 31, | December 31, | December 31, | **** | Unaudited | |||||
| 2025 | 2025 | 2025 | 2025 | 2025 | |||||||
| ASSETS | |||||||||||
| CURRENT ASSETS: | |||||||||||
| Cash and cash equivalents | 1,661 | 371 | $ | - | $ | 2,032 | |||||
| Restricted cash | 150 | - | - | 150 | |||||||
| Prepaid expenses and other receivables | 170 | 143 | Note 3b.e | 2,348 | 2,661 | ||||||
| Trade receivables | 73 | 214 | - | 287 | |||||||
| Total current assets | 2,054 | 728 | 2,348 | 5,130 | |||||||
| NON-CURRENT ASSETS: | |||||||||||
| Property, plant and equipment, net | 7,793 | 3,587 | - | 11,380 | |||||||
| Operating lease right-of-use assets | 1,779 | 3,076 | Note 3b.h | (1,789) | 3,066 | ||||||
| Total non-current assets | 9,572 | 6,663 | - | 14,446 | |||||||
| Total assets | 11,626 | 7,391 | $ | 2,348 | (1,789 | ) | $ | 19,576 |
2
SCINAI IMMUNOTHERAPEUTICS LTD.
PROFORMA CONDENSED CONSOLIDATED AND COMBINED STATEMENT OF FINANCIAL POSITION
U.S.dollars in thousands (except share and per share data)
| **** | Scinai Biopharma Service Ltd (Formerly Recipharm Israel Ltd) | **** | Pro forma Transaction adjustments | **** | Pro forma GAAP adjustments | **** | Pro forma | **** | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| **** | December 31, | **** | December 31, | **** | December 31, | **** | December 31, | **** | ||||||
| **** | 2025 | **** | 2025 | **** | 2025 | **** | 2025 | **** | ||||||
| TOTAL LIABILITIES AND EQUITY (CAPITAL DEFICIENCY) | ||||||||||||||
| CURRENT LIABILITIES: | ||||||||||||||
| Trade payables | 407 | 137 | $ | - | $ | 544 | ||||||||
| Operating lease liabilities | 329 | 130 | Note 3b.h | 63 | 522 | |||||||||
| Related parties | - | 7,247 | Note 3b.d | (7,247) | - | |||||||||
| Other payables | 849 | 367 | - | 1,216 | ||||||||||
| Total current liabilities | 1,585 | 7,881 | (7,247 | ) | 63 | 2,282 | ||||||||
| NON-CURRENT LIABILITIES: | ||||||||||||||
| Warrants liability | - | - | - | - | ||||||||||
| Loan from others | 294 | - | - | 294 | ||||||||||
| Related parties | - | 12,493 | Note 3b.d | (12,493) | - | |||||||||
| Non-current operating lease liabilities | 1,644 | 3,124 | Note 3b.h | (2,030) | 2,738 | |||||||||
| Total non-current liabilities | 1,938 | 15,617 | (12,493 | ) | (2,030 | ) | 3,032 | |||||||
| CONTINGENT LIABILITIES AND COMMITMENTS | ||||||||||||||
| SHAREHOLDERS’ EQUITY: | ||||||||||||||
| Ordinary shares of no par value: Authorized: 100,000,000,000 shares at December 31, 2025 and 40,000,000,000 at December 31, 2024; Issued and outstanding 13,872,899,584 shares at December 31, 2025 and 3,411,983,584 shares at December 31, 2024 | - | - | - | |||||||||||
| Preferred shares, no par value; Authorized: 1,000 shares at December 31, 2025 and 1,000 shares at December 31, 2024 (redemption amount of 34,000); Issued and outstanding: 1,000 shares at December 31, 2025 and 1,000 shares at December 31, 2024. | 5,627 | - | 5,627 | |||||||||||
| Additional paid-in capital | 130,062 | - | 130,062 | |||||||||||
| Capital injection (pre-closing) | - | - | Note 3b.e | 2,348 | 2,348 | |||||||||
| Accumulated deficit | (125,846 | ) | (16,107 | ) | Note 3b.f ,c | 19,740 | 178 | (122,035 | )) | |||||
| Accumulated other comprehensive loss | (1,740 | ) | - | (1,740 | )) | |||||||||
| Total shareholders’ equity | 8,103 | (16,107 | ) | 22,089 | 178 | 14,262 | ||||||||
| Total liabilities and shareholders’ equity | 11,626 | 7,391 | $ | 2,348 | (1,789 | ) | $ | 19,576 |
All values are in US Dollars.
3
SCINAI IMMUNOTHERAPEUTICS LTD.
PROFORMA CONDENSED CONSOLIDATED AND COMBINED STATEMENT OF FINANCIAL POSITION
U.S.dollars in thousands (except share and per share data)
| **** | Year ended December 31, 2025 | **** | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| **** | Scinai Immunotherapeutics Ltd. | **** | Scinai Biopharma Service Ltd (Formerly Recipharm Israel Ltd) | **** | Pro forma GAAP adjustments | **** | Pro forma | **** | ||||
| Revenues | 1,311 | 1,078 | - | 2,389 | ||||||||
| Cost of revenues | (3,963 | ) | (2,760 | ) | - | (6,723 | ) | |||||
| Gross profit (loss) | (2,652 | ) | (1,682 | ) | - | (4,334 | ) | |||||
| Research and development expenses, net | (2,369 | ) | - | - | (2,369 | ) | ||||||
| Marketing, general and administrative expenses | (2,521 | ) | (511 | ) | (49 | ) | (3,081 | ) | ||||
| Other income | - | 39 | - | 39 | ||||||||
| Total operating expenses | (4,890 | ) | (472 | ) | - | (5,411 | ) | |||||
| Total operating loss | (7,542 | ) | (2,154 | ) | - | (9,745 | ) | |||||
| Financial income (expenses) net, | (765 | ) | (567 | ) | 116 | (1,216 | ) | |||||
| Net Income (Loss) | (8,307 | ) | (2,721 | ) | Note<br> 3b.h | 67 | (10,961 | ) | ||||
| Net loss )Income) per ordinary share attributable to shareholders, basic and diluted | - | - | - | - | ||||||||
| Weighted average number of shares used in computing net loss (income) per share attributable to ordinary shareholders, basic and diluted | 9,339,460,965 | - | - | 9,339,460,965 |
The accompanying notes are an integral part of the condensed consolidated financial statements.
4
SCINAI IMMUNOTHERAPEUTICS LTD.
NOTESTO PRO FORMA CONDENSED CONSOLIDATED AND COMBINED STATEMENT OF FINANCIAL POSITION
U.S.dollars in thousands (except share and per share data and unless otherwise indicated)
| 1. | BASIS OF PRESENTATION |
|---|
The unaudited pro forma condensed consolidated statement of financial position as at December 31, 2025, and the unaudited pro forma condensed consolidated statements of operations for the two years then ended, have been prepared by management to give effect to the acquisition (the “Transaction”) by Scinai Immunotherapeutics Ltd. (the “Company” or “Scinai”) of 100% of the issued and outstanding share capital of Scinai Biopharma Service Ltd (formerly Recipharm Israel Ltd). (“Scinai Biopharma”).
On February 16, 2026, Scinai entered into a Share Purchase Agreement (the “SPA”) with Recipharm AB (the “Parent”), pursuant to which Scinai acquired all of the issued and outstanding shares of Scinai Biopharma for nominal consideration of EUR 1. In addition, Scinai acquired from the Parent all rights, title and interest in a shareholder loan granted by the Parent to Scinai Biopharma , with an outstanding principal amount of approximately EUR 12.3 million and accrued interest of approximately EUR 1.6 million, for nominal consideration of EUR 1.
In connection with the Transaction, and prior to closing, the Parent committed to make a capital injection into Scinai Biopharma in an amount sufficient to ensure that, as of the closing date, Scinai Biopharma held cash of approximately EUR 2 million, in addition to funding certain pre-closing expenses.
The unaudited pro forma financial information has been prepared as if the Transaction had occurred on January 1, 2024 for purposes of the statement of operations, and on December 31, 2025 for purposes of the statement of financial position.
The historical financial statements of Recipharm Israel Ltd. (now known as Scinai Biopharma Service Ltd.) were prepared in New Israeli Shekels (“NIS”). For the purposes of the unaudited pro forma financial information, the statement of financial position of Recipharm Israel Ltd. has been translated into U.S. dollars using the exchange rate in effect as at December 31, 2025, and the statement of operations has been translated using the average exchange rates for the year ended December 31, 2025. All amounts presented in the unaudited pro forma financial information are denominated in U.S. dollars.
The pro forma adjustments include (i) the elimination of Scinai Biopharma historical shareholders’ equity, (ii) the elimination of intercompany balances, including the shareholder loan acquired as part of the Transaction, (iii) the recognition of the capital injection made by the Parent prior to closing as an increase in equity, and (iv) to recognize a gain arising from the Transaction, based on a preliminary estimate of the difference between the assets and liabilities as presented in the pro forma financial information and the nominal consideration transferred. This amount is provisional and may change materially upon completion of the purchase price allocation (PPA) and may result in material adjustments to the carrying amounts of property, plant and equipment, lease-related assets and liabilities, identifiable intangible assets, deferred tax balances and any resulting gain from a bargain purchase or goodwill, if any, upon completion of management’s valuation analyses and the final determination of fair values as of the acquisition date.
The unaudited pro forma financial information is presented for illustrative purposes only and does not purport to represent what the Company’s financial position or results of operations would have been had the Transaction occurred on the dates assumed, nor is it indicative of future results.
The unaudited pro forma condensed consolidated financial information of Scinai Immunotherapeutics Ltd. (the “Company” or “Scinai”) has been derived from and includes:
(a) Scinai’s audited consolidated financial statements as at December 31, 2025, for which the U.S. dollar is the functional and reporting currency;
(b) Recipharm Israel Ltd.’s (now known as Scinai Biopharma Service Ltd.) audited financial statements as at December 31, 2025, for which the New Israeli Shekel (NIS) is the functional currency, and which have been translated into U.S. dollars for the purposes of the unaudited pro forma condensed consolidated financial information; and.
(c) the pro forma adjustments.
5
SCINAIIMMUNOTHERAPEUTICS LTD.
NOTESTO PRO FORMA CONDENSED CONSOLIDATED AND COMBINED STATEMENT OF FINANCIAL POSITION
U.S.dollars in thousands (except share and per share data and unless otherwise indicated)
| 1. | BASIS OF PRESENTATION (continued) |
|---|
The unaudited pro forma condensed consolidated financial information should be read in conjunction with the above-described financial statements and the related notes thereto.
The unaudited pro forma condensed consolidated financial information is not necessarily indicative of the Company’s financial position or results of operations that would have been obtained had the Transaction been completed on the dates assumed, nor is it indicative of future results. In preparing this unaudited pro forma condensed consolidated financial information, no adjustments have been made to reflect additional costs or savings that may result from the Transaction.
The pro forma adjustments are based on preliminary estimates and assumptions, that is, they represent provisional amounts, as the initial accounting for the business combination has not yet been completed.
As of the date of this report, the purchase price allocation (“PPA”) has not yet been performed.
The actual allocation of the purchase price will be based on the fair value of the assets acquired and liabilities assumed as of the acquisition date and other information available at that time. Accordingly, the actual amounts recorded for each of the assets and liabilities may differ from the pro forma amounts presented herein, and such differences may be material.
Subsequent to the reporting period, on March 5, 2026, Recipharm Israel Ltd. changed its legal name to Scinai Biopharma Service Ltd., as evidenced by a Certificate of Change of Name issued by the Israeli Corporations Authority. This change had no impact on the Company’s financial position or results of operations and is presented for disclosure purposes only.
| 2. | SIGNIFICANT ACCOUNTING POLICIES |
|---|
The accounting policies used in the preparation of this unaudited pro forma condensed consolidated and combined financial information are consistent with those of the Company, as described in its consolidated financial statements as of and for the year ended December 31, 2025, which were prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”).
The financial statements of Recipharm Israel Ltd. as of December 31, 2025 were prepared in accordance with International Financial Reporting Standards (“IFRS”). For purposes of the unaudited pro forma condensed consolidated financial information, adjustments have been made to Recipharm Israel Ltd.’s financial statements to conform its accounting policies to those of the Company under U.S. GAAP.
| 3. | PRO-FORMA ADJUSTMENTS AND ASSUMPTIONS |
|---|
The unaudited pro forma condensed consolidated financial information has been prepared based on the following adjustments and assumptions:
| a. | Transactions immediately prior to the acquisition: |
|---|
The translation of Recipharm Israel Ltd.’s (now known as Scinai Biopharma Service Ltd.) financial statements from New Israeli Shekels (“NIS”) into U.S. dollars. The statement of financial position was translated using the exchange rate in effect as of December 31, 2025, and the statement of operations was translated using the average exchange rates for the year then ended.
6
SCINAIIMMUNOTHERAPEUTICS LTD.
NOTESTO PRO FORMA CONDENSED CONSOLIDATED AND COMBINED STATEMENT OF FINANCIAL POSITION
U.S.dollars in thousands (except share and per share data and unless otherwise indicated)
| 3. | PRO-FORMA ADJUSTMENTS AND ASSUMPTIONS (continued) |
|---|---|
| b. | Acquisition transaction: |
| --- | --- |
| a. | To<br> reflect the acquisition by Scinai Immunotherapeutics Ltd. of 100% of the issued and outstanding<br> share capital of Scinai Biopharma for nominal consideration of EUR 1. |
| --- | --- |
| b. | To<br> reflect the acquisition from Recipharm AB of all rights, title and interest in the shareholder<br> loan granted to Scinai Biopharma , which was subsequently eliminated as an intercompany balance<br> upon consolidation. |
| --- | --- |
| c. | To<br> eliminate Scinai Biopharma historical shareholders’ deficiency. |
| --- | --- |
| d. | To<br> eliminate intercompany balances between Scinai and Scinai Biopharma including the shareholder<br> loan. |
| --- | --- |
| e. | To<br> reflect the capital injection made by Recipharm AB into Scinai Biopharma prior to closing<br> as an increase in equity. |
| --- | --- |
| f. | To<br> recognize a gain arising from the Transaction, based on a preliminary estimate of the difference<br> between the assets and liabilities reflected in the pro forma financial information and the<br> nominal consideration transferred. This amount is provisional and may change materially upon<br> completion of the purchase price allocation (PPA). |
| --- | --- |
| g. | The<br> Transaction does not involve the issuance of equity instruments as consideration, as Scinai<br> Biopharma was acquired for nominal consideration. Accordingly, no share-based payment or<br> equity valuation has been recognized. |
| --- | --- |
The above adjustments correspond to the amounts presented in the pro forma transaction adjustments column of the pro forma financial information.
| h. | Lease accounting adjustment (ASC 842) |
|---|
The historical financial statements of Scinai Biopharma were prepared in accordance with IFRS, under which lease expenses are recognized as depreciation of right-of-use assets and interest on lease liabilities in accordance with IFRS 16.
For purposes of the unaudited pro forma condensed consolidated financial information, the Company has applied ASC 842, Leases, under which lease expense is recognized as a single cost on a straight-line basis over the lease term. Accordingly, depreciation of right-of-use assets and interest expense recognized under IFRS have been eliminated and replaced with a single lease expense.
7
SCINAIIMMUNOTHERAPEUTICS LTD.
NOTESTO PRO FORMA CONDENSED CONSOLIDATED AND COMBINED STATEMENT OF FINANCIAL POSITION
U.S.dollars in thousands (except share and per share data and unless otherwise indicated)
| 3. | PRO-FORMA ADJUSTMENTS AND ASSUMPTIONS (continued) |
|---|---|
| b. | Acquisition transaction (continued): |
| --- | --- |
In addition, the right-of-use asset and lease liabilities were remeasured based on the present value of the remaining lease payments over the revised lease term. As a result, the right-of-use asset was adjusted to approximately $1,287 thousand, reflecting a decrease of approximately $1,789 thousand.
Lease liabilities were adjusted to approximately $1,094 thousand, including a current portion of approximately $193 thousand. The adjustment resulted in a decrease of approximately $2,030 thousand in non-current lease liabilities and an increase of approximately $63 thousand in current lease liabilities.
As a result of these adjustments, operating expenses decreased and finance expenses were reduced due to the elimination of interest expense, resulting in a net decrease in total expenses of approximately $67 thousand and $61 thousand for the years ended December 31, 2025 and 2024, respectively.
| i. | The<br> Company expects to incur transaction costs in connection with the Transaction, however, as<br> of the date of this report, such costs have not been fully determined and therefore have<br> not been reflected in the unaudited pro forma condensed consolidated financial information. |
|---|---|
| j. | The<br> pro forma adjustments do not reflect any potential restructuring activities, cost savings,<br> or synergies that may result from the Transaction. |
| --- | --- |
| k. | No<br> adjustments have been made to reflect income tax effects that may arise from the Transaction,<br> as such amounts are dependent on the final purchase price allocation and other information<br> available as of the acquisition date. |
| --- | --- |
| l. | The<br> pro forma adjustments do not reflect any changes in the fair value of assets and liabilities<br> that may result from the completion of the purchase price allocation (PPA), which has not<br> yet been finalized. |
| --- | --- |
| m. | The<br>bargain purchase gain primarily resulted from the seller’s strategic realignment and global divestiture program following a change<br>in its ownership. The gain reflects a negotiated discount influenced by regional security conditions that limited the seller's capacity<br>to facilitate a standard divestiture process for the Israeli operations. Additionally, both parties sought to avoid the substantial time<br>and administrative costs associated with formal liquidation. The chosen transaction structure, which included the conversion of intercompany<br>debt, served to address potential tax implications and ensure operational continuity for the facility and its employees. |
| --- | --- |
8