Enhanced Group (ENHA) 424B Filings

Enhanced Group Inc. (ENHA) expects to effect a one-for-ten reverse stock split of its Class A and Class B common stock at 12:01 a.m. Central Time on October 29, 2026. Class A shares are expected to begin split-adjusted trading at the NYSE opening that day under the existing symbol ENHA. Under the announced split, each ten shares of either class will become one share; fractional shares will be rounded up, and outstanding equity awards, warrants, exercise prices and equity-plan share reserves will be adjusted proportionately under their terms.

Enhanced Group Inc. expects a one-for-ten reverse stock split of its issued and outstanding Class A and Class B common stock, effective at 12:01 a.m. Central Time on October 29, 2026. Class A common stock is expected to begin split-adjusted trading on the NYSE at the opening of trading that day under ENHA. No fractional shares will be issued; fractional results will be rounded up to the nearest whole share. The split will not change authorized shares or shareholders’ percentage ownership or relative voting power, except for rounding effects. Outstanding equity awards, warrants, exercise prices and equity-plan share reserves will be adjusted proportionately under their terms.

Enhanced Group Inc. reports that Enhanced Holdings LP, acting through its nominee and record holder Apeiron Investment Group Limited, approved by written consent a charter amendment for a one-for-ten reverse split of Class A and Class B common stock. The split will occur, if at all, on a date set by the board no earlier than the 20th day after the information statement is provided to shareholders of record. The board may abandon the amendment before its filing becomes effective in Texas; fractional shares will be rounded up to the nearest whole share.

Enhanced Group Inc. reports that Enhanced Holdings LP, acting through its nominee and record holder Apeiron Investment Group Limited, approved a one-for-ten reverse stock split of both Class A and Class B common stock by written consent. The board will set the time and date, if the split proceeds, but it cannot take effect before the twentieth day after the information statement is provided to shareholders of record. The board may abandon the charter amendment before it becomes effective. Any fractional shares resulting from the split will be rounded up to the nearest whole share.

Enhanced Group Inc. (ENHA) received written-consent approval for a one-for-ten reverse split of its Class A and Class B common stock. The split will be effected, if at all, on a date set by the board, no earlier than the 20th day after the information statement is provided to shareholders of record. The board may abandon the amendment before its filing with the Texas Secretary of State becomes effective. Fractional shares will be rounded up to the nearest whole share.

Enhanced Group Inc. reported that directors James J. Murren and Christian Angermayer resigned on September 17, 2026. Murren also resigned as Audit Committee chair and member; Angermayer resigned as Board chairman. Immediately afterward, the Board appointed Michael Sepso as a director and Audit Committee member, named Anthony D. Eisenberg Audit Committee chair, and appointed existing director James Simpson Board chairman.

Sepso’s compensation includes annual cash retainers of $50,000 for Board service and $10,000 for Audit Committee service, prorated from September 17, 2026, plus an initial RSU award with a grant date value of $370,000. The award vests in three equal annual installments, subject to continued Board service. Beginning with the next annual meeting, he will also be eligible for an annual RSU award with a grant date value of $185,000; his first annual award will be prorated. The Board approved the non-employee director compensation program on September 22, 2026, effective May 8, 2026.

Enhanced Group Inc. supplemented its prospectus with disclosures of two director resignations, board and committee appointments, and a non-employee director compensation program. James J. Murren resigned as a director and Audit Committee chair and member, and Christian Angermayer resigned as a director and Board Chairman, effective September 17, 2026; both said their resignations were not the result of disagreements with the company. The Board appointed Michael Sepso as a director and Audit Committee member, Anthony D. Eisenberg as Audit Committee chair, and James Simpson as Board Chairman.

The program, approved September 22, 2026 and effective May 8, 2026, provides a $50,000 annual cash retainer and a $185,000 annual RSU award for non-employee directors. Eligible new appointees receive an initial RSU award valued at $370,000, vesting in three equal annual installments subject to continued Board service. Sepso’s Audit Committee retainer is $10,000 annually, prorated for his service period. Total compensation is capped at $750,000 per fiscal year, or $1,000,000 in a director’s initial appointment year.

Enhanced Group Inc. supplemented its prospectus with board changes and details of its non-employee director compensation program. Effective September 17, 2026, James J. Murren resigned from the Board and as Audit Committee Chair and member, while Christian Angermayer resigned from the Board and as Board Chairman; the company stated neither resignation resulted from a disagreement with it. Michael Sepso joined the Board and Audit Committee, James Simpson became Board Chairman, and Anthony D. Eisenberg became Audit Committee Chair.

The program, approved September 22 and effective May 8, 2026, sets a $50,000 annual Board cash retainer and $10,000 for Audit Committee members. Sepso is eligible for an initial RSU award with a $370,000 grant date value, vesting in three equal annual installments, and an annual RSU award with a $185,000 grant date value beginning with the next annual meeting. The first annual award is prorated. Aggregate cash and equity compensation is capped at $750,000 per fiscal year, or $1,000,000 in a director’s initial year of appointment.

Enhanced Group Inc. (ENHA) issued a prospectus supplement to its July 31, 2026 prospectus to incorporate information from a Current Report on Form 8-K dated September 15, 2026. The supplement notes that on September 9, 2026, the employment of Kristin Johannimloh, Vice President and Controller and the company’s principal accounting officer, was terminated.

The company has engaged CBIZ, Inc., which has an existing contract to provide accounting services, to deliver interim accounting, financial reporting and related services until a new principal accounting officer is appointed, reporting to Chief Financial Officer Siddhartha Banthiya. Enhanced Group states it does not expect this transition to disrupt financial reporting or other operations during the interim period. The supplement also reiterates that the company is an emerging growth company and smaller reporting company, and that its Class A common stock trades on the NYSE under the symbol ENHA at a last reported price of $1.46 per share on September 17, 2026.

Enhanced Group Inc. (ENHA) filed a prospectus supplement to its Form S‑1 prospectus to incorporate a recent Current Report that discloses a management change. On September 9, 2026, the employment of Kristin Johannimloh, Vice President and Controller and the company’s principal accounting officer, was terminated. CBIZ, Inc., which has previously provided accounting services under a long‑standing contract, will provide interim accounting, financial reporting and related services and will report to Chief Financial Officer Siddhartha Banthiya while a permanent principal accounting officer is sought. The company states it does not expect this transition to disrupt its financial reporting or other operations. The supplement forms part of the existing S‑1 registration, and the Class A common stock continues to trade on the NYSE under the symbol ENHA.

Enhanced Group Inc. (ENHA) filed a prospectus supplement to its May 13, 2026 prospectus, incorporating a Current Report on Form 8‑K that discloses a change in its principal accounting officer. On September 9, 2026, the employment of Vice President and Controller Kristin Johannimloh, who served as principal accounting officer, was terminated.

CBIZ, Inc., which had been providing accounting services under a long-standing contract, will provide interim accounting, financial reporting and related services, reporting to Chief Financial Officer Siddhartha Banthiya, while a permanent principal accounting officer is sought. The company states it does not expect any disruption to financial reporting or other operations during this interim period. The supplement also notes that ENHA’s Class A common stock trades on NYSE and last closed at $1.46 per share on September 17, 2026.

Enhanced Group Inc. (ENHA) is registering for resale up to 6,704,973 shares of Class A common stock, plus 6,426,735 additional shares issuable upon exercise of outstanding PIPE Warrants. The company itself is not selling shares and will only receive cash if these warrants are exercised.

ENHA recently raised about $50.0 million in a 2026 private placement and used part of the first tranche to repay a $11.75 million working capital note. As of June 30, 2026, it held $19.6 million in cash and cash equivalents, had an accumulated deficit of $110.4 million, and reported a $78.4 million net loss for the first half of 2026; its financial statements disclose substantial doubt about its ability to continue as a going concern. The PIPE Warrants have a $3.89 exercise price with anti-dilution protection and a potential early expiration if the stock trades at or above $20.00 for 20 consecutive trading days. ENHA is an emerging growth, smaller reporting, and controlled company, with its Class A common stock listed on NYSE under the symbol ENHA at a last reported price of $1.57 on September 3, 2026.

Enhanced Group Inc. (ENHA) filed a prospectus supplement to its Form S-1 prospectus to incorporate a new Form 8-K that provides audited consolidated financial statements of Enhanced Ltd as of and for the years ended December 31, 2025 and 2024. These statements have been retroactively recast to reflect the May 7, 2026 business combination in which Enhanced Ltd became a wholly owned subsidiary in a transaction accounted for as a reverse recapitalization, with Enhanced Ltd as the accounting acquirer. All share and per-share data have been adjusted using an exchange ratio of 7.6021255 ENHA Class A shares for each legacy Enhanced Ltd common or convertible preferred share, and convertible preferred stock previously in mezzanine equity has been restated as common stock. ENHA’s Class A common stock trades on the NYSE under symbol ENHA, with a last reported price of $1.63 per share on August 25, 2026, and the company notes its status as an emerging growth and smaller reporting company and refers investors to the Prospectus risk factors.

Enhanced Group Inc. (ENHA) has filed a prospectus supplement to its May 13, 2026 prospectus to incorporate information from a newly filed Current Report on Form 8‑K. The supplement attaches audited consolidated financial statements of Enhanced Ltd for the years ended December 31, 2025 and 2024 as the Company’s historical financial statements.

The filing explains that the May 7, 2026 business combination between A Paradise Acquisition Corp. and Enhanced Ltd was accounted for as a reverse recapitalization under U.S. GAAP, making Enhanced Ltd the accounting acquirer. All historical share and per‑share data have been retroactively adjusted using an exchange ratio of 7.6021255 shares of Class A common stock for each legacy Enhanced Ltd share, and previously mezzanine-classified convertible preferred stock has been restated as common stock. The supplement notes that Enhanced Group Inc. is an emerging growth company and a smaller reporting company, and that its Class A common stock trades on the NYSE under the symbol ENHA, with a last reported price of $1.63 per share on August 25, 2026.

Enhanced Group Inc. filed a prospectus supplement for its Form S-1 to incorporate its Quarterly Report for the period ended June 30, 2026. The company, which operates the Enhanced Games sports event and the Live Enhanced wellness platform, completed a SPAC business combination on May 7, 2026 and now trades on NYSE under the symbol ENHA.

For the six months ended June 30, 2026, Enhanced generated $17.7 million in revenue but recorded a net loss of $78.4 million, with operating expenses of $96.2 million. Operating cash outflow was $44.0 million, leaving cash and cash equivalents of $19.6 million and total assets of $45.4 million. Accounts payable and accrued expenses rose to $40.1 million, and management disclosed substantial doubt about the company’s ability to continue as a going concern without additional capital.

Capital structure was reshaped through conversion of approximately $40.0 million of SAFEs and $26.9 million of convertible preferred stock into Class A shares at closing, and a private placement commenced in June 2026, with a first tranche raising $25.0 million and further tranches expected. As of August 13, 2026, 128,972,162 Class A and 258,837,933 Class B shares were outstanding under a dual-class structure concentrating voting power with Class B holders.

Enhanced Group Inc. provides an update to investors by incorporating its latest quarterly results into its existing Class A common stock prospectus. The company, which recently became publicly traded through a May 2026 de-SPAC transaction, operates the Enhanced Games and the Live Enhanced health and wellness platform.

For the quarter ended June 30, 2026, Enhanced generated $17.7 million in revenue, primarily from two large sponsorship agreements, compared with no revenue a year earlier. However, rapid scale-up and transaction-related costs produced a substantial net loss of $61.9 million for the quarter and $78.4 million for the first half of 2026. Games, athlete and event operating costs were $52.0 million in the quarter and selling, general and administrative expenses were $16.6 million, alongside $10.9 million of transaction expenses.

As of June 30, 2026, the company had $19.6 million of cash and cash equivalents, total assets of $45.4 million, and stockholders’ equity of $3.1 million, with $40.1 million of accounts payable and accrued expenses and a $110.4 million accumulated deficit. Management discloses that current liquidity is not sufficient to fund operations for the next 12 months and concludes there is substantial doubt about the ability to continue as a going concern, while noting recent and expected private placement financings aimed at providing additional capital.

Enhanced Group Inc. has filed a prospectus for a secondary resale of up to 6,426,733 shares of Class A common stock and 6,426,733 PIPE Warrant Shares issued in a June 2026 private placement. The selling securityholders may sell these shares from time to time; the company will not receive proceeds from such resales.

The June 14, 2026 private placement covers 12,853,468 shares and accompanying PIPE warrants for approximately $50.0 million in expected gross proceeds across three closings. The First Closing on June 17, 2026 raised about $25.0 million, part of which funded repayment of an $11.75 million working capital note.

The PIPE Warrants are immediately exercisable at $3.89 per share, with anti-dilution adjustments and potential warrant-share increases, and may expire early if the stock trades at or above $20.00 for 20 consecutive trading days. As of June 30, 2026, cash and cash equivalents were $19.6 million, and management reports substantial doubt about the company’s ability to continue as a going concern without additional financing, including completion of the contingent Third Closing.

Enhanced Group Inc. supplements its Form S-1 prospectus with a Current Report on Form 8-K describing a private placement under a Securities Purchase Agreement to sell 12,853,468 shares of Class A common stock and accompanying warrants to purchase 12,853,468 shares. The combined purchase price per Share and accompanying Warrant is $3.89, producing expected gross proceeds of approximately $50.0 million.

The offering is expected to close in three tranches, with approximately $25.0 million at the First Closing (on or about June 17, 2026), approximately $11.75 million at the second closing (on or about June 22, 2026) and the remaining $13.25 million upon a later closing conditioned on stockholder consent. The Company expects to use part of the First Closing proceeds to repay a working capital promissory note and the remainder for working capital and corporate purposes.