Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 5)*
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Scinai Immunotherapeutics Ltd. (Name of Issuer) |
American Depositary Shares, each representing 4,000 Ordinary Shares, no par value (Title of Class of Securities) |
09073Q203 (CUSIP Number) |
09/29/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 09073Q203 |
| 1 | Names of Reporting Persons
Stone Daniel E. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
346,667.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| CUSIP No. | 09073Q203 |
| 1 | Names of Reporting Persons
RK Stone Miami, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
FLORIDA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
282,467.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
8.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Based on 12,750,715,584 ordinary shares outstanding as of September 17, 2025, as disclosed by the issuer on September 22, 2025. Includes 64,200 American Depositary Shares (ADSs) held directly by the Reporting Person, 200,000 ADSs held by RK Stone Miami, LLC ("RK") and 82,467 ADSs issuable upon exercise of pre-funded warrants held by RK. On September 22, 2025, RK exercised 200,000 warrants. As of September 29, 2025, RK holds 200,000 ADSs and 283,426 ADS pre-funded warrants, which may not be exercised if such exercise would result in beneficial ownership by RK, together with its affiliates (which include the Reporting Person) and certain other persons, of greater than 9.99% of the ordinary shares. As disclosed in the Schedule 13G amendment filed with the Securities and Exchange Commission on January 24, 2025, future issuances of ordinary shares or ADSs by the issuer to third parties are expected to cause additional amounts of pre-funded warrants to become exercisable within the foregoing limitation, without increasing the reporting person's beneficial ownership percentage.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Scinai Immunotherapeutics Ltd. | |
| (b) | Address of issuer's principal executive offices:
Jerusalem BioPark, 2nd Floor, Hadassah Ein Kerem Campus, Jerusalem, Israel, 0000000 | |
| Item 2. | ||
| (a) | Name of person filing:
i) Daniel E. Stone ii) RK Stone Miami, LLC | |
| (b) | Address or principal business office or, if none, residence:
i) 1200 Brickell Avenue, #1470, Miami, FL 33131 ii) 1200 Brickell Avenue, #1470, Miami, FL 33131 | |
| (c) | Citizenship:
i) United States ii) Florida | |
| (d) | Title of class of securities:
American Depositary Shares, each representing 4,000 Ordinary Shares, no par value | |
| (e) | CUSIP No.:
09073Q203 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
i) 346,667 ii) 282,467 | |
| (b) | Percent of class:
i) 9.9 ii) 8.1 %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
i) 346,667 ii) 282,467 | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
i) 346,667 ii) 282,467 | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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EXHIBIT 1.01 JOINT FILING AGREEMENT |