Exhibit 99.2

SCINAI IMMUNOTHERAPEUTICS LTD.

Pro Forma Consolidated Statement of Financial Position

As of

December 31, 2025

Management’s Introduction

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.

PRO FORMA CONDENSED CONSOLIDATED AND COMBINED STATEMENT OF FINANCIAL POSITION

U.S. dollars in thousands (except share and per share data)

SCINAI IMMUNOTHERAPEUTICS LTD.

PRO FORMA CONDENSED CONSOLIDATED AND COMBINED STATEMENT OF FINANCIAL POSITION

U.S. dollars in thousands (except share and per share data)

SCINAI IMMUNOTHERAPEUTICS LTD. 

PRO FORMA CONDENSED CONSOLIDATED AND COMBINED STATEMENT OF FINANCIAL POSITION

U.S. dollars in thousands (except share and per share data)

The accompanying notes are an integral part of the condensed consolidated financial statements.

SCINAI IMMUNOTHERAPEUTICS LTD. 

NOTES TO 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)

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.

SCINAI IMMUNOTHERAPEUTICS LTD.

NOTES TO 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)

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.

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.

The unaudited pro forma condensed consolidated financial information has been prepared based on the following adjustments and assumptions:

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.

SCINAI IMMUNOTHERAPEUTICS LTD.

NOTES TO 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)

The above adjustments correspond to the amounts presented in the pro forma transaction adjustments column of the pro forma financial information.

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.

SCINAI IMMUNOTHERAPEUTICS LTD.

NOTES TO 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)

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.