Enhanced Group updates resale of up to 6.17M shares

The last reported sales price for ENHA Class A common stock was $8.48 per share on November 9, 2026.

Available on EDGAR 11/10/2026 - 08:25 AM EST Accepted by SEC EDGAR 11/10/2026 - 08:25 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Enhanced Group Inc. (ENHA) supplemented its prospectus to cover the resale by selling security holders of up to an aggregate of 6,170,411 shares of its Class A common stock.

A one-for-ten reverse stock split took effect October 29, 2026, and the registered share count was proportionately adjusted. SAFE Warrant exercise prices were adjusted from $10.00 to $100.00 per share, and Consultant Warrant prices from $9.32 to $93.20 per share. The attached 8-K/A files exchange agreements and a Lock-Up Agreement form. Its schedule lists November 4, 2026 agreements covering 2,691,817 DEAG shares from Galaxy Group Funding ECI U LLC and 1,543,757 Enhanced Class A shares issuable; 283,479 DEAG shares from Apeiron 101 Ltd. and 162,575 shares issuable; and 190,363 DEAG shares from B72 Ventures GmbH and 109,173 shares issuable.

Key Figures

Registered resale amount: 6,170,411 shares Class A common stock: 5,888,703 shares Shares issuable upon exercise of SAFE Warrants: 200,008 shares +5 more

8 metrics

Registered resale amount 6,170,411 shares Aggregate Class A common stock amount in the prospectus

Class A common stock 5,888,703 shares Component of the registered resale amount

Shares issuable upon exercise of SAFE Warrants 200,008 shares Component of the registered resale amount

Shares issuable upon exercise of Consultant Warrants 81,700 shares Component of the registered resale amount

SAFE Warrant exercise price $100.00 per share Adjusted from $10.00 per share following the reverse stock split

Consultant Warrant exercise price $93.20 per share Adjusted from $9.32 per share following the reverse stock split

DEAG shares exchanged by Galaxy Group Funding ECI U LLC 2,691,817 shares Exchange agreement dated November 4, 2026

Enhanced Class A shares issuable to Galaxy Group Funding ECI U LLC 1,543,757 shares Exchange agreement dated November 4, 2026

Key Terms

Reverse Stock Split, SAFE Warrants, Consultant Warrants, Lock-Up Agreement, +1 more

5 terms

Reverse Stock Split financial

"effected a one-for-ten 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.

SAFE Warrants financial

"shares issuable upon the exercise of SAFE Warrants"

Consultant Warrants financial

"shares issuable upon the exercise of Consultant Warrants"

Lock-Up Agreement regulatory

"the form of Lock-Up Agreement"

A lock-up agreement is a contract that prevents company insiders and early investors from selling their shares for a fixed period after a stock sale, often after an initial public offering. It matters to investors because it temporarily limits the number of shares that can hit the market, which can keep the share price steadier; when the lock-up ends, a sudden increase in available shares can create extra volatility, revealing insiders’ confidence or lack thereof.

Rule 416(b) regulatory

"Pursuant to Rule 416(b) under the Securities Act"

Offering Details

secondary · Up to an aggregate of 6,170,411 shares of Class A common stock

Offering

Offering Type secondary

Securities Offered Class A common stock, including shares issuable upon exercise of SAFE Warrants and Consultant Warrants

Offering Amount Up to an aggregate of 6,170,411 shares of Class A common stock

FAQ

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

How many ENHA shares are registered for resale?

The prospectus covers the resale by selling security holders of up to an aggregate of 6,170,411 shares of Class A common stock, including shares issuable upon exercise of SAFE Warrants and Consultant Warrants.

What are ENHA’s warrant exercise prices after the reverse split?

After the one-for-ten reverse stock split effective October 29, 2026, the SAFE Warrant exercise price was adjusted from $10.00 to $100.00 per share, and the Consultant Warrant exercise price from $9.32 to $93.20 per share.

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

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PROSPECTUS SUPPLEMENT NO. 10
(TO PROSPECTUS DATED MAY 13, 2026) Filed Pursuant to Rule 424(b)(3) Registration No. 333-295777

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 November 10, 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 November 9, 2026, the last reported sales price of our Class A common stock on NYSE was $8.48 per share.

Effective at 12:01 a.m., Central Time, on October 29, 2026, we effected a one-for-ten reverse stock split of our Class A common stock and our Class B common stock (the “Reverse Stock Split”). Our Class A common stock began trading on the NYSE on a split-adjusted basis at the opening of trading on October 29, 2026 under the symbol “ENHA” and under a new CUSIP number, 29333R206. Unless otherwise indicated, the share and per share information contained in the Prospectus does not give effect to the Reverse Stock Split. Pursuant to Rule 416(b) under the Securities Act of 1933, as amended, the number of shares of our Class A common stock registered under the Registration Statement has been proportionately adjusted to reflect the Reverse Stock Split. As so adjusted, the Prospectus relates to the offer and resale by the selling security holders named in the Prospectus of up to an aggregate of 6,170,411 shares of our Class A common stock, consisting of up to 5,888,703 shares of Class A common stock, up to 200,008 shares of Class A common stock issuable upon the exercise of SAFE Warrants and up to 81,700 shares of Class A common stock issuable upon the exercise of Consultant Warrants. In addition, the exercise price of each SAFE Warrant has been proportionately adjusted from $10.00 to $100.00 per share, and the exercise price of each Consultant Warrant has been proportionately adjusted from $9.32 to $93.20 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 November 10, 2026.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): November 4, 2026

ENHANCED GROUP INC.

(Exact Name of Registrant as Specified in its Charter)

Texas			001-42769			42-2394886
(State or other jurisdiction of Incorporation )			(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 class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.0001 per share

ENHA

New 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. ☐

Explanatory Note

This Amendment No. 1 on Form 8-K/A (this "Amendment") amends the Current Report on Form 8-K of Enhanced Group Inc. (the "Company") filed with the Securities and Exchange Commission on November 5, 2026 (the "Original Report"). As disclosed in the Original Report, the Company entered into Exchange Agreements with certain holders of shares of DEAG Deutsche Entertainment Aktiengesellschaft, a German live-entertainment company ("DEAG") and agreed to a form of Lock-Up Agreement, and stated its intention to file those agreements as exhibits to an amendment to the Original Report.

This Amendment is being filed to file as Exhibits 10.3 through 10.6 (A) the Exchange Agreement with Apeiron Investment Group Ltd., (B) the Exchange Agreement with Apeiron SICAV Limited – Live Opportunities Fund, (C) the form of Exchange Agreement entered into with each of Galaxy Group Funding ECI U LLC, Apeiron 101 Ltd. and B72 Ventures GmbH, and (D) the form of Lock-Up Agreement. Except as described herein, this Amendment does not modify or update any disclosure in the Original Report, and the information in the Original Report speaks as of its date.

Item 1.01 Entry into a Material Definitive Agreement

The information set forth in Item 1.01 of the Original Report is incorporated herein by reference. The descriptions of the Exchange Agreements and the Lock-Up Agreement in the Original Report do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, copies or forms of which are filed as Exhibits 10.3 through 10.6 hereto and incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.

(d)

Exhibits:

Exhibit No.

Description

10.3*

Exchange Agreement, dated as of November 4, 2026, by and between Enhanced Group Inc. and Apeiron Investment Group Ltd.

10.4*

Exchange Agreement, dated as of November 4, 2026, by and between Enhanced Group Inc. and Apeiron SICAV Limited – Live Opportunities Fund

10.5*+

Form of Exchange Agreement, dated as of November 4, 2026, by and between Enhanced Group Inc. and each holder listed on the schedule thereto

10.6

Form of Lock-Up Agreement, by and between Enhanced Group Inc. and each Exchange Holder

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

*Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K, and certain personal information has been omitted pursuant to Item 601(a)(6) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.

+ Filed in the form executed by each holder identified in the schedule attached to such exhibit pursuant to Instruction 2 to Item 601(a) of Regulation S-K.

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: November 9, 2026

Enhanced Group Inc.

By:

/s/ Siddhartha Banthiya

Name

Siddhartha Banthiya

Title

Chief Financial Officer

Schedule to Exhibit 10.5

Pursuant to Instruction 2 to Item 601(a) of Regulation S-K, the Company has entered into the following agreements, which are substantially identical in all material respects to the form filed as Exhibit 10.5 except as to the parties, dates and share amounts set forth below.

Holder			Date			DEAG Shares Exchanged			Enhanced Class A Shares Issuable
Galaxy Group Funding ECI U LLC			November 4, 2026			2,691,817			1,543,757
Apeiron 101 Ltd.			November 4, 2026			283,479			162,575
B72 Ventures GmbH			November 4, 2026			190,363			109,173