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Enhanced Group gets approval for 1-for-10 reverse split

The written consent was sufficient to approve the amendment without a further shareholder vote or other action.

(Neutral)

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Form Type
424B3

Rhea-AI Filing Summary

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.

Filing Explained

A controlling shareholder holding about 96.6% of voting power approved the split by consent; no other holders were solicited or voted.

The written consent approved the one-for-ten reverse split, but the filing does not report it as effective; if carried out, it consolidates both common-stock classes, reducing share counts and proportionally raising per-share prices, while the split itself leaves company value unchanged.

The controlling shareholder held approximately 96.6% of combined voting power and delivered consent for all its shares; no other common holder was solicited or voted.

Reverse split ratio 1-for-10 Applies to Class A and Class B common stock
Class A common stock issued and outstanding 136,816,367 shares As of the close of business on September 25, 2026
Class B common stock issued and outstanding 258,837,933 shares As of the close of business on September 25, 2026
Votes in favor 2,631,723,148 votes Written consent approving the amendment
Voting power represented Approximately 96.6% Consenting shareholder's voting power on a combined basis
Reverse Stock Split technical
"the “Reverse Stock Split”"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
Record Date regulatory
"September 25, 2026 (the “Record Date”)"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
fractional shares financial
"No fractional shares will be issued"
Fractional shares are portions of a whole share of a stock or fund, allowing investors to own less than one full unit. They make it possible to invest a specific dollar amount rather than buy whole shares, like buying a slice of a pizza instead of the entire pie. For investors this lowers the cost barrier, helps with diversification, and lets you reinvest dividends or purchase expensive stocks in small, precise amounts.
information statement regulatory
"information statement relating to the Reverse Stock Split"
An information statement is a formal document companies distribute to investors and the public to explain important facts about a corporate action, transaction, or situation — for example changes in management, business plans, or financial events. It’s like a clear, written notice that lays out what happened and why it matters, helping investors judge risk and make decisions without being asked to vote. Reliable, timely information can affect share prices and investor trust.

FAQ

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

What reverse split ratio did ENHA approve?

The approved reverse split is one-for-ten for both Class A and Class B common stock. No fractional shares will be issued; any fractional share that would otherwise result will be rounded up to the nearest whole share.

How was the ENHA reverse split approved?

Enhanced Holdings LP, acting through its nominee and record holder Apeiron Investment Group Limited, delivered written consent on September 28, 2026. The consent approved the amendment with 2,631,723,148 votes in favor and no votes against or abstentions; no other common stockholder was solicited or voted.

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

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Learn about SEC filing dates

PROSPECTUS SUPPLEMENT NO. 6
(TO PROSPECTUS DATED MAY 13, 2026)
Filed Pursuant to Rule 424(b)(3) Registration No. 333-295777
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This prospectus supplement supplements the prospectus dated May 13, 2026 (the “Prospectus”) filed by Enhanced Group Inc. (the “Company”), which forms a part of the Company’s Registration Statement on Form S‑1 (Registration No. 333‑295777). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 1, 2026 (the “Current Report”). Accordingly, we have attached the Company’s Current Report to this prospectus supplement. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Prospectus.

Our Class A common stock is listed on The New York Stock Exchange (“NYSE”) under the symbol “ENHA”. On September 30, 2026, the last reported sales price of our Class A common stock on NYSE was $1.40 per share.

This prospectus supplement should be read in conjunction with the Prospectus, including any amendments or supplements to it, which is to be delivered with this prospectus supplement. This prospectus supplement is qualified by reference to the Prospectus, including any amendments or supplements thereto, except to the extent that the information provided by this prospectus supplement supersedes information contained in the Prospectus.

This prospectus supplement is not complete without, and may not be delivered or used except in conjunction with, the Prospectus, including any amendments or supplements to it.
We are an “emerging growth company” and a “smaller reporting company” as those terms are defined under the federal securities laws and, as such, are subject to certain reduced public company reporting requirements.

Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described in the section titled “Risk Factors” beginning on page 7 of the Prospectus, and under similar headings in any amendments or supplements to the Prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or passed upon the accuracy or adequacy of this prospectus supplement. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is October 1, 2026.




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 28, 2026
ENHANCED GROUP INC.
(Exact name of registrant as specified in its charter)
Texas
001-42769
42-2394886
(State or other jurisdiction of
incorporation or organization)
(Commission
File Number)
(IRS Employer
Identification Number)
169 Madison Ave, Suite 15101
New York, NY
10016
(Address of principal executive offices)(Zip Code)
N/A
(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading
Symbol(s)
Name of each exchange
on which registered
Class A Common Stock, par value $0.0001 per shareENHANew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 5.07 Submission of Matters to a Vote of Security Holders.

On September 28, 2026, Enhanced Holdings LP (the “Consenting Shareholder”), acting through its nominee and the record holder of the shares, Apeiron Investment Group Limited, the controlling shareholder of Enhanced Group Inc. (the “Company”), as the holder of a majority of the voting power of the issued and outstanding common stock of the Company entitled to vote thereon, executed and delivered to the Company a written consent in lieu of a meeting of shareholders (the “Written Consent”).

Pursuant to the Written Consent, the Consenting Shareholder approved an amendment (the “Amendment”) to the Company’s certificate of formation, as amended from time to time (the “Charter”), to effect a reverse stock split of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and Class B common stock, par value $0.0001 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”), at a ratio of one-for-ten (the “Reverse Stock Split”). The Reverse Stock Split will apply to the Class A Common Stock and the Class B Common Stock at the same one-for-ten ratio. No fractional shares will be issued in connection with the Reverse Stock Split, and any fractional share of Common Stock that would otherwise result from the Reverse Stock Split will be rounded up to the nearest whole share.

On September 25, 2026 (the “Record Date”), the Company’s board of directors (the “Board”) approved, and recommended that the shareholders of the Company entitled to vote thereon approve, via written consent, the Amendment to the Charter regarding the Reverse Stock Split. Each share of Class A Common Stock is entitled to one vote, and each share of Class B Common Stock is entitled to ten votes. As of the close of business on the Record Date, 136,816,367 shares of Class A Common Stock and 258,837,933 shares of Class B Common Stock were issued and outstanding, of which the Consenting Shareholder owned 43,343,818 shares of Class A Common Stock and 258,837,933 shares of Class B Common Stock, representing 2,631,723,148 votes, or approximately 96.6% of the voting power of the Company’s issued and outstanding Common Stock, on a combined basis. The Consenting Shareholder delivered the Written Consent approving the Amendment with respect to all of such shares. Because the Amendment was approved by written consent in lieu of a meeting of shareholders, no other holder of Common Stock was solicited or voted, and the Amendment received 2,631,723,148 votes in favor, with no votes against and no abstentions. Accordingly, the Written Consent was sufficient to approve the Amendment and the Reverse Stock Split without any further shareholder vote or other action.

The Reverse Stock Split will be effected, if at all, at such time and date as determined by the Board, but in no event earlier than the twentieth (20th) day after the information statement relating to the Reverse Stock Split is provided to the Company’s shareholders of record. The Board may abandon the Amendment at any time prior to the effectiveness of the filing of the Amendment with the Secretary of State of the State of Texas without further action by the Company’s shareholders.

The Company will provide notice of the action to its shareholders in accordance with Section 6.202(d) of the Texas Business Organizations Code through the information statement on Schedule 14C, which will be distributed in accordance with Rule 14c-2 under the Securities Exchange Act of 1934, as amended.




SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: October 1 , 2026
Enhanced Group Inc.
By:
/s/ Siddhartha Banthiya
Name
Siddhartha Banthiya
Title
Chief Financial Officer


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