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Enlivex Announces Termination of Previously-Announced Financing Payable in RAIN Tokens

Enlivex cancels a large RAIN token-funded share issuance and drops plans to seek shareholder approval for the deal.

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Enlivex (ENLV) terminated a previously announced securities purchase agreement with the Rain Foundation under which Rain had agreed to buy 66,666,667 ordinary shares in a private placement using RAIN tokens, subject to shareholder approval.

The company exercised its contractual termination rights, so it will not complete the contemplated private placement and will not seek shareholder approval for the transaction. Enlivex continues to describe itself as a quality longevity company advancing Allocetra™, a clinical-stage immunotherapy for age-related inflammatory conditions such as osteoarthritis, alongside a prediction markets treasury strategy built around the Rain protocol.

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Positive

  • Cancellation of private placement avoids issuing 66,666,667 new ordinary shares
  • Company retains flexibility by exercising its termination rights under the agreement

Negative

  • Termination of the Rain Foundation agreement removes planned private placement funding tied to 66,666,667 shares
Argus 15 min delay
-0.64% vs previous close $0.69 last price 11.0x rel. volume Open Argus
Details

Market Reaction – ENLV

+1.5% Peak Tracked
$0.69 $0.74 Day Range
$12.04M Market Cap

Following this news, ENLV has declined 0.64%, reflecting a mild negative market reaction. Argus tracked a peak move of +1.5% during the session. Our momentum scanner has triggered 2 alerts so far, indicating moderate trading interest and price volatility. The stock is currently trading at $0.69. Trading volume is exceptionally heavy at 11.0x the average, suggesting significant selling pressure.

Data tracked by StockTitan Argus (15 min delayed). Upgrade to Gold for real-time data.

Market Context

The Jul 28 historical record lists a -47.42% 24-hour price reaction for the earlier private-placemen...
Analysis

The Jul 28 historical record lists a -47.42% 24-hour price reaction for the earlier private-placement announcement; this release terminates that same agreement.

Key Figures

Shares in terminated placement: 66,666,667 ordinary shares
Shares in terminated placement
66,666,667 ordinary shares
Private placement with Rain Foundation

Historical Context

1 past event · Latest: Jul 28
1 event
  1. Jul 28

    Private placement

    24h Move
    -47.4%

    Agreement with Rain Foundation for equity financing funded in RAIN tokens, subject to approval

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

Key Terms

securities purchase agreement, private placement
2 terms
securities purchase agreement financial
"termination of a securities purchase agreement entered into with the Rain Foundation"
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.
private placement financial
"sell and issue to the Rain Foundation in a private placement"
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.

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

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Nes-Ziona, Israel, Sept. 22, 2026 (GLOBE NEWSWIRE) -- Enlivex Ltd. (Nasdaq: ENLV) ("Enlivex" or the "Company"), a quality longevity company powered by a prediction markets treasury, today announced the termination of a securities purchase agreement entered into with the Rain Foundation, pursuant to which the Company had agreed, subject to shareholder approval, to sell and issue to the Rain Foundation in a private placement an aggregate of 66,666,667 of the Company’s ordinary shares, which the investor had elected to purchase using RAIN tokens.

The Company terminated the securities purchase agreement in accordance with the Company’s termination rights thereunder; therefore, the Company will not consummate the private placement contemplated thereby nor seek shareholder approval in respect thereof.

About Enlivex (Nasdaq: ENLV)

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 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 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 Ltd. shachar@enlivex.com


FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What was the structure of the now-terminated Enlivex financing with the Rain Foundation?

The financing was a private placement under a securities purchase agreement, in which the Rain Foundation had agreed, subject to shareholder approval, to purchase an aggregate of 66,666,667 Enlivex ordinary shares using RAIN tokens as consideration.

Will Enlivex seek shareholder approval for the Rain Foundation transaction after terminating the agreement?

No. Because Enlivex has terminated the securities purchase agreement, it will neither consummate the private placement nor seek shareholder approval for that transaction.

What is Enlivex’s stated business focus following this announcement?

Enlivex describes itself as a quality longevity company advancing Allocetra™, an advanced clinical-stage immunotherapy targeting inflammatory conditions associated with aging, with a primary focus on age-related osteoarthritis. In addition, it operates a prediction markets treasury strategy built around the Rain protocol on Arbitrum.

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