SEC FORM 3

SEC FORM 3SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Mark Elad

(Last)

(First)

(Middle)

C/O SCINAI IMMUNOTHERAPEUTICS LTD.

JERUSALEM BIOPARK, 2ND FLOOR

(Street)

JERUSALEM

9112002

(City)

(State)

(Zip)

ISRAEL

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026

3. Issuer Name and Ticker or Trading Symbol
Scinai Immunotherapeutics Ltd. [ SCNI ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operating Officer

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary shares, no par value per share ("Ordinary Shares")⁽¹⁾	160,355,016⁽²⁾⁽³⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
American Depositary Shares	⁽⁴⁾	⁽⁴⁾	Ordinary Shares	13,460,984	⁽⁴⁾	D

Explanation of Responses:

1. The Ordinary Shares are represented by American Depositary Shares, each of which currently represents four thousand Ordinary Shares.

2. Includes 20,355,016 Ordinary Shares that are represented by restricted share units ("RSUs") that were granted on January 25, 2024, of which 25% vested on the six-month anniversary thereof, 8.33% vested on the 12-month anniversary thereof, and 66.66% vest in two equal annual installments thereafter, subject to the Reporting Person's continued service through such dates. Each RSU represents a contingent right to receive one Ordinary Share upon vesting.

3. Includes 140,000,000 Ordinary Shares that are represented by RSUs that were granted on November 12, 2025, which vest in three equal annual installments thereafter, subject to the Reporting Person's continued service through such dates.

4. Represents approximately 3,365 American Depositary Share, which is convertible at any time into 13,460,984 Ordinary Shares, at the holder's election and has no expiration date.

Remarks:

Exhibit 24 - Power of Attorney.

	/s/ Amir Reichman, Attorney-in-Fact	03/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)