This filing confirms the subsidiary Scinai acquired for EUR 1 is deeply distressed with a 32% revenue decline, widening gross losses, and a going concern warning. The pro forma combined entity has only $2M in cash against a $10.96M annual net loss. Traders should watch for the completion of the PPA (which could reveal additional impairments) and any subsequent capital raise or restructuring. The prior 20-F analysis flagged Nasdaq delisting risk from a sub-$1 bid price — this filing reinforces that existential threat.
Price Chart
Executive Summary
Scinai Immunotherapeutics filed audited FY2025 financials for its newly acquired CDMO subsidiary, Scinai Biopharma Service Ltd. (formerly Recipharm Israel Ltd.), along with pro forma consolidated statements. The subsidiary reported a 32% revenue decline to NIS 3.7M, a NIS 9.4M net loss, and a NIS 51.4M deficit in equity, with the auditor flagging substantial doubt about its ability to continue as a going concern. The acquisition closed on February 17, 2026 for nominal consideration of EUR 1, with the seller injecting ~EUR 2M in cash pre-closing and Scinai acquiring a ~EUR 13.9M shareholder loan for EUR 1.
Key Facts
- Scinai Biopharma Service Ltd. (formerly Recipharm Israel Ltd.) revenue declined 32% YoY to NIS 3,722K in FY2025 from NIS 5,492K in FY2024.
- The subsidiary reported a gross loss of NIS 5,807K in FY2025, widening from a NIS 3,915K gross loss in FY2024.
- Net loss for FY2025 was NIS 9,395K, slightly improved from NIS 9,876K in FY2024.
- As of December 31, 2025, the subsidiary had a working capital deficit of NIS 22,819K and a deficit in equity of NIS 51,382K.
- Auditor's report includes an emphasis-of-matter paragraph raising substantial doubt about the subsidiary's ability to continue as a going concern.
- Scinai acquired the subsidiary on February 17, 2026 for nominal consideration of EUR 1, and also acquired a shareholder loan of ~EUR 12.3M principal plus ~EUR 1.6M accrued interest for EUR 1.
- Pre-closing, Recipharm AB committed to inject sufficient cash so the subsidiary held ~EUR 2M at closing.
- Pro forma combined FY2025 net loss is $10,961K (Scinai standalone $8,307K + subsidiary $2,721K + adjustments).
- Pro forma combined cash position as of December 31, 2025 is $2,032K.
- The purchase price allocation (PPA) has not yet been completed; the bargain purchase gain recognized is provisional.
Financial Impact
Scinai acquired a loss-making CDMO with NIS 3.7M revenue, NIS 9.4M net loss, and NIS 51.4M deficit in equity. The subsidiary's going concern status and 32% revenue decline are material negatives. The EUR 2M cash injection provides limited near-term liquidity but does not offset the fundamental deterioration.
Risk Factors
- Subsidiary's going concern uncertainty could lead to impairment charges upon completion of PPA.
- Combined entity has only $2M cash against $10.96M annual net loss — high risk of dilutive capital raise.
- Nasdaq delisting risk from sub-$1 bid price remains unaddressed.
- Revenue decline of 32% at the CDMO suggests potential customer loss or reduced demand.
- Pro forma adjustments are provisional and may change materially, potentially revealing larger losses or asset impairments.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 6 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 6-K Filing (Primary) | 0001213900-26-053561 |
| Document: ea028869301ex99-2.htm | 0001213900-26-053561 |
| Document: ea0288693-6k_scinai.htm | 0001213900-26-053561 |
| Document: 0001213900-26-053561-index-headers.html | 0001213900-26-053561 |
| Document: 0001213900-26-053561-index.html | 0001213900-26-053561 |
| Document: 0001213900-26-053561.txt | 0001213900-26-053561 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 20, 2026 7d ago | 6-K | $0.6813 | awaiting T+60 | — | $0.5301 (−22.19%) |
Oct 16, 2026 11d ago | 6-K | $0.7520 | awaiting T+60 | — | $0.5301 (+29.51%) |
Oct 16, 2026 11d ago | Press Release | $0.7524 | awaiting T+60 | — | $0.5301 (+29.55%) |
Oct 15, 2026 12d ago | 6-K | $0.9015 | awaiting T+60 | — | $0.5301 (+41.20%) |
Oct 13, 2026 14d ago | 6-K | $1.23 | awaiting T+60 | — | $0.5301 (−56.90%) |
Oct 6, 2026 21d ago | EFFECT | $1.22 | awaiting T+60 | — | $0.5301 (+56.55%) |
Sep 21, 2026 5w ago | 6-K | $1.69 | awaiting T+60 | — | $0.5301 (−68.63%) |
Aug 26, 2026 8w ago | 6-K | $2.87 | awaiting T+60 | — | $0.5301 (+81.53%) |
Aug 19, 2026 9w ago | 6-K | $0.2740 | awaiting T+60 | — | $0.5301 (−93.47%) |
Jun 17, 2026 18w ago | 6-K | $0.3370 $0.2440 | ▼ −27.60% | ▼ −30.28% | $0.5301 (+57.30%) |
US Market Status
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