Enlivex Announces $400,000,000 Private Placement

Rhea-AI Summary

Enlivex (Nasdaq: ENLV) entered into a securities purchase agreement with a single institutional investor for a private placement of approximately $400,000,000 of ordinary shares (or equivalents). Shares funded in U.S. dollars, USDT or USD Coin are priced at $5.00, and shares funded in RAIN tokens are priced at $6.00, representing premiums of 17.4% and 40.8%, respectively, to the July 27, 2026 closing price.

The investor has currently elected to fund the purchase in RAIN tokens, which may be changed before closing. Enlivex plans to use net proceeds to advance its Rain protocol-based treasury strategy and its clinical-stage immunotherapy Allocetra™, focused on age-related osteoarthritis. The agreement grants Enlivex a discretionary right, for 36 months post-closing, to require the investor to purchase up to an additional $400,000,000 of securities on the same pricing terms. Closing is subject to shareholder approval under Nasdaq Listing Rules 5635(a), 5635(b) and Section 274 of the Israeli Companies Law, after which Enlivex expects to consummate the Transaction.

Positive

• Private placement size approximately $400,000,000 in expected gross proceeds before expenses
• Share pricing premiums 17.4% and 40.8% above July 27, 2026 closing price
• Additional funding option discretionary put right for up to $400,000,000 over 36 months
• Single institutional investor committed to entire $400,000,000 private placement

Negative

• Closing contingent on shareholder approval under Nasdaq Rules 5635(a), 5635(b) and Israeli Companies Law Section 274
• New equity issuance involves issuing ordinary shares or equivalents to the investor

News Explained

The announced private placement remains subject to shareholder approval and is not closed; if ordinary shares are issued, the higher share count will reduce existing holders’ percentage ownership.

Market reaction after $400M private placement: ENLV -47.42% in the Jul 28 session

-47.42% 49.9x vol

102 alerts

-47.42% Session close to close

+87.6% Peak Tracked

-54.3% Trough Tracked

$138.24M Market Cap

49.9x Rel. Volume

In the Jul 28 session, ENLV declined 47.42%, reflecting a significant negative market reaction. Argus tracked a peak move of +87.6% during that session. Argus tracked a trough of -54.3% from its starting point during tracking. Our momentum scanner triggered 102 alerts that day, indicating very high trading interest and price volatility. Trading volume was exceptionally heavy at 49.9x the daily average, suggesting significant selling pressure.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock dropped -47.4% in the session following this news. -8.16% was Enlivex’s 24-hour reaction a...

Analysis

The stock dropped -47.4% in the session following this news. -8.16% was Enlivex’s 24-hour reaction after a prior private-placement closing, identified as news_id 941185. The platform also records an effective F-3 resale registration with no proceeds to the company, adding separate financing context.

Key Figures

Private placement size: $400,000,000 USD subscription price: $5.00 per share USD price premium: 17.4% +5 more

8 metrics

Private placement size $400,000,000 Announced securities purchase agreement

USD subscription price $5.00 per share Subscriptions funded in U.S. dollars, USDT or USD Coin

USD price premium 17.4% Premium to the July 27, 2026 closing price

RAIN subscription price $6.00 per share Subscriptions funded in RAIN tokens

RAIN price premium 40.8% Premium to the July 27, 2026 closing price

Expected gross proceeds approximately $400,000,000 Before deducting offering expenses

Put-right period 36 months Period following transaction closing

Additional purchase right up to $400,000,000 Additional ordinary shares at the same pricing terms

Previous Private placement Reports

2 past events · Latest: Nov 26 (Positive)

Same Type Pattern 2 events

Date	Event	Sentiment	24h Move	Catalyst
Nov 26	Private placement closing	Positive	-8.2%	Company closed a $212 million private placement supporting its RAIN treasury strategy.
Nov 24	Private placement announcement	Positive	+13.7%	Company announced a $212 million PIPE to initiate its RAIN treasury strategy.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Prior private-placement events produced mixed reactions, with one aligned gain and one divergent decline.

Key Terms

private placement, securities purchase agreement, ordinary share equivalents, nasdaq listing rules 5635(a) and 5635(b)

4 terms

private placement financial

"private placement of $400,000,000 of ordinary shares"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

securities purchase agreement financial

"entered into a securities purchase agreement with a single institutional investor"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

ordinary share equivalents financial

"ordinary shares (or ordinary share equivalents in lieu thereof)"

Ordinary share equivalents are financial instruments or rights that can be converted into ordinary shares or are treated as shares for accounting and voting calculations, such as stock options, warrants, convertible bonds, and similar convertible securities. They matter to investors because they represent potential future shares that can dilute ownership, earnings per share and voting power; think of them like placeholder tickets that can be exchanged for real shares, changing the size of the ownership pie.

nasdaq listing rules 5635(a) and 5635(b) regulatory

"approval of the Company's shareholders ... for purposes of Nasdaq Listing Rules 5635(a) and 5635(b)"

Nasdaq listing rules 5635(a) and 5635(b) require shareholder approval before a listed company issues new shares or convertible securities that would meaningfully increase the number of shares outstanding or give shares to insiders or large holders. Think of it like a building’s rules that require neighbors to sign off before adding extra apartments or giving a unit to a family member. For investors, these rules limit surprise dilution and curb self-dealing that can change ownership and share value.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Nes-Ziona, Israel, July 28, 2026 (GLOBE NEWSWIRE) -- Enlivex Ltd. (Nasdaq: ENLV, “Enlivex” or “the Company”), a quality longevity company powered by a prediction markets treasury, today announced that it has entered into a securities purchase agreement with a single institutional investor with respect to the private placement of $400,000,000 of ordinary shares (or ordinary share equivalents in lieu thereof) at a price of $5.00 per share for subscription amounts funded in U.S. dollars, USDT or USD Coin and $6.00 per share for subscription amounts funded in RAIN tokens, the $5.00 price representing a premium of 17.4% and the $6.00 price representing a premium of 40.8%, in each case to the closing price of the ordinary shares on July 27, 2026, for expected aggregate gross proceeds of approximately $400,000,000 (funded in U.S. dollars, USDT, USD Coin, RAIN tokens or a combination thereof), before deducting offering expenses (the "Transaction"). The investor has elected to fund the purchase price using RAIN tokens, which election may be changed at any time prior to closing. Enlivex intends to use net proceeds from the private placement in furtherance of its treasury strategy built around the Rain protocol, the leading decentralized prediction markets infrastructure on Arbitrum, while continuing to advance Allocetra™, an advanced clinical-stage immunotherapy targeting inflammatory conditions associated with aging, with a primary focus on age-related osteoarthritis.

The securities purchase agreement also provides the Company with the right, but not the obligation, exercisable in its sole discretion at any time and from time to time during the 36-month period following the closing of the Transaction, to require the investor in the Transaction to purchase up to an additional $400,000,000 of ordinary shares (or ordinary share equivalents in lieu thereof) on the same pricing terms described above. The Company has no obligation to exercise this right, and the investor has no right to require the Company to do so.

The closing of the Transaction is subject to approval by the Company's shareholders of the issuance of the securities and the ordinary shares issuable pursuant to the Company's put right described above for purposes of Nasdaq Listing Rules 5635(a) and 5635(b) and Section 274 of the Israeli Companies Law.  The Company expects to consummate the Transaction promptly following receipt of such shareholder approval.

Greenberg Traurig P.A. and FISCHER (FBC & Co.) serve as legal counsels to Enlivex.

This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.

ABOUT ENLIVEX

Enlivex is a quality longevity company powered by a prediction markets treasury. The Company is advancing Allocetra™, an advanced clinical-stage immunotherapy targeting inflammatory conditions associated with aging, with a primary focus on age-related osteoarthritis. In addition to its clinical programs, Enlivex operates a prediction markets treasury strategy built around the Rain protocol, the leading decentralized prediction markets infrastructure on Arbitrum. This dual strategy combines the development of quality longevity therapeutics with exposure to the emerging prediction markets ecosystem.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements may be identified by words such as “expects,” “plans,” “projects,” “will,” “may,” “anticipates,” “believes,” “should,” “would,” “could,” “intends,” “estimates,” “suggests,” “target,” “has the potential to,” “goal,” and other words of similar meaning, including statements relating to the anticipated benefits and timing of the completion of the proposed Transaction and related transactions and the intended use of proceeds from the Transaction;  the anticipated benefits of the Company’s digital asset treasury strategy; the assets to be held by the Company; the expected future market, price, trading activity, and liquidity of the RAIN token; the impact of expanded exchange listings and increased token liquidity on market participation and accessibility; the potential effects of digital asset liquidity on the liquidity of the Company’s ordinary shares; macroeconomic, political, and regulatory conditions surrounding digital assets; the Company’s plans for value creation and strategic positioning; market size and growth opportunities; regulatory conditions; competitive position; technological and market trends; future financial condition and performance; expected clinical trial results; market opportunities for the results of current clinical studies and preclinical experiments; and the effectiveness of, and market opportunities for, ALLOCETRA™ programs.
               
Each forward-looking statement contained in this press release is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statement. Applicable risks and uncertainties include, among others, the risk of failure to realize the anticipated benefits of the Transaction and the Company’s digital asset treasury strategy; changes in business, market, financial, political, and regulatory conditions; risks relating to the Company’s operations and business, including the highly volatile nature of the price, trading volume, and liquidity of RAIN and other cryptocurrencies; risks associated with digital asset exchange listings, trading venues, and market infrastructure; the risk that the price and liquidity of the Company’s ordinary shares may be correlated with the price or liquidity of the digital assets it holds; risks related to increased competition in the industries in which the Company operates; risks relating to significant legal, commercial, regulatory, and technical uncertainty regarding digital assets generally; risks relating to the treatment of crypto assets for U.S. and foreign tax purposes; and those risks and uncertainties identified in the Company’s filings with the Securities and Exchange Commission. The forward-looking statements in this press release speak only as of the date of this document, and the Company undertakes no obligation to update or revise any of these statements, except as required by applicable law.

ENLIVEX CONTACT

Shachar Shlosberger, CFO
Enlivex Therapeutics, Ltd.
shachar@enlivex.com

FAQ

What are the key terms of Enlivex (Nasdaq: ENLV) $400,000,000 private placement announced on July 28, 2026?

Enlivex agreed a private placement of approximately $400,000,000 of ordinary shares or equivalents with a single institutional investor. According to Enlivex, pricing is $5.00 per share for fiat or stablecoin funding and $6.00 per share for RAIN token funding, before expenses.

At what share prices is Enlivex (ENLV) issuing stock in its 2026 $400 million private placement?

Enlivex will price shares at $5.00 each when funded in U.S. dollars, USDT or USD Coin, and $6.00 when funded in RAIN tokens. According to Enlivex, these represent 17.4% and 40.8% premiums to the July 27, 2026 closing price.

How will Enlivex (ENLV) use the proceeds from its $400,000,000 private placement?

Enlivex plans to use net proceeds to further its treasury strategy built around the Rain protocol and to continue advancing Allocetra™. According to Enlivex, Allocetra™ is an advanced clinical-stage immunotherapy targeting inflammatory conditions related to aging, primarily age-related osteoarthritis.

What additional $400,000,000 put right did Enlivex (ENLV) obtain in the July 2026 financing agreement?

Enlivex received a discretionary right to require the investor to buy up to an additional $400,000,000 of ordinary shares or equivalents. According to Enlivex, this put right is exercisable at its sole discretion during the 36 months following the Transaction’s closing, on the same pricing terms.

What conditions must be satisfied before Enlivex (ENLV) closes its $400 million private placement?

Closing depends on shareholder approval of the securities issuance and shares issuable under the put right. According to Enlivex, approval is required under Nasdaq Listing Rules 5635(a), 5635(b) and Section 274 of the Israeli Companies Law, after which it expects prompt consummation.

In what currencies or tokens can the Enlivex (ENLV) $400,000,000 private placement be funded?

The private placement can be funded in U.S. dollars, USDT, USD Coin, RAIN tokens, or a combination of these. According to Enlivex, the investor has currently elected to fund using RAIN tokens but may change this election any time before closing.