Enhanced Group to acquire about 77% of DEAG in stock
The proposed exchange would give ENHA a controlling DEAG stake for approximately 10,970,230 shares, alongside a 2,109,705-share PIPE.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
8-K
Rhea-AI Filing Summary
Enhanced Group Inc. (ENHA) entered into agreements to acquire approximately 77% of Deutsche Entertainment Aktiengesellschaft (DEAG) through an all-stock exchange, for which it would issue approximately 10,970,230 Class A shares; no cash consideration is payable. Separately, ENHA agreed to sell 2,109,705 shares at $7.11 each in a private placement, with expected gross proceeds of approximately $15 million before fees and expenses.
The exchange and placement are expected to close concurrently, with the acquisition expected in the first quarter of 2027, subject to stockholder consent, regulatory approvals and other conditions. At closing, June 2026 warrants would reset from $38.90 to $7.11 per share, with up to 5,747,000 additional shares issuable upon exercise. Management estimates combined 2027 revenue of $670 million and Adjusted EBITDA of $26 million; these illustrative figures exclude synergies and transaction financing.
Apeiron, ENHA’s controlling stockholder, is among the DEAG sellers. An independent special committee reviewed the exchange, which disinterested directors approved. ENHA’s risk summary cites previously identified material weaknesses in internal control over financial reporting.
1 point · 1 major2 major · 3 points
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- Major point. Forward-looking: it has not happened yet and may not happen.Proposed DEAG deal: approximately 77% control and $670 million projected 2027 revenue.
Negative
- Major point. Forward-looking: it has not happened yet and may not happen.Potential dilution includes approximately 10,970,230 exchange shares and 2,109,705 PIPE shares.
- Major pointENHA’s risk summary cites previously identified material weaknesses in internal control over financial reporting.
- Moderate point. Forward-looking: it has not happened yet and may not happen.Warrant reset could add up to 5,747,000 shares.
Filing Explained
After closing, DEAG consideration shares would remain locked in tranches, with earlier release tied to specified share-price thresholds.
The filing describes a conditional governance change tied to the pending DEAG exchange: after closing and the information-statement waiting period, ENHA plans amendments allowing holders of at least a majority of voting power to remove any director or the entire board, with or without cause.
At closing, the approximately 10,970,230 exchange shares would be split into three equal lock-up tranches, scheduled for release six, nine, and twelve months later; each tranche may be released earlier if its price threshold is met on at least ten trading days within a thirty-day period.
Those early-release thresholds are 200%, 250%, and 300% of the PIPE purchase price of
A separate closing condition requires APLOF to receive, before
For the Apeiron and APLOF agreements, closing also depends on no DEAG debt holder with more than
8-K Event Classification
5 items: 1.01, 3.02, 5.07, 7.01, 9.01
5 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
PIPE shares: 2,109,705 shares
PIPE price: $7.11 per share
Expected PIPE gross proceeds: Approximately $15 million
+5 more
8 metrics
PIPE shares
2,109,705 shares
Shares ENHA agreed to sell in the private placement
PIPE price
$7.11 per share
Private placement purchase price
Expected PIPE gross proceeds
Approximately $15 million
Before placement-agent fees and other offering expenses
DEAG stake
Approximately 77%
DEAG shares to be contributed in the exchange
Exchange shares
Approximately 10,970,230 Class A shares
Shares ENHA would issue for the DEAG shares
Additional warrant shares
Up to 5,747,000 shares
Additional shares issuable upon exercise after the warrant adjustment
Combined revenue
$670 million
Management estimate for 2027
Combined Adjusted EBITDA
$26 million
Management estimate for 2027
Key Terms
private investment in public equity (PIPE), Adjusted EBITDA, anti-dilution terms, restricted securities, +1 more
5 terms
private investment in public equity (PIPE) financial
"private investment in public equity (“PIPE”) financing"
A private investment in public equity (PIPE) is when a publicly traded company sells new shares or instruments that can become shares directly to a small group of private investors instead of through the open market. Think of it like a company taking a private loan from a few investors rather than holding a big public sale; it raises cash fast but can dilute existing owners and signal either financial need or strong backing by informed investors.
Adjusted EBITDA financial
"combined 2027E Adjusted EBITDA expected at $26 million"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
anti-dilution terms financial
"in accordance with the anti-dilution terms of those warrants"
restricted securities regulatory
"will constitute “restricted securities” within the meaning of Rule 144"
Restricted securities are shares or other investment instruments that come with legal or contractual limits on when and how they can be sold, like stock given to founders or bought in a private offering. Think of them as assets in a locked box that can’t be freely traded until certain conditions — such as a waiting period, company registration, or specific approvals — are met. For investors this matters because restricted securities are less liquid and can affect timing, price, and perceived value when they eventually enter the market.
volume-weighted average price financial
"volume-weighted average price of the Class A common stock"
Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What is ENHA acquiring in the DEAG transaction, and what will it issue?
The Exchange Holders will contribute DEAG shares representing approximately 77% of DEAG’s outstanding shares, and ENHA would issue approximately 10,970,230 newly issued Class A common shares in exchange. No cash consideration is payable for the exchange.
When is ENHA’s DEAG acquisition expected to close?
The acquisition and PIPE are expected to close concurrently in the first quarter of 2027, subject to customary closing conditions and applicable regulatory requirements. The exchange is also subject to the effectiveness of the stockholder consent.
What additional condition applies to the DEAG exchange with APLOF?
APLOF must receive, before December 31, 2026, an independent valuation and fairness assessment of the exchange, including the exchange ratio. An independent valuation firm appointed by APLOF must prepare it, and its findings must be satisfactory to APLOF, acting reasonably.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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): November 4, 2026
(Exact Name of Registrant as Specified in its Charter)
| (State or other jurisdiction of Incorporation ) | (Commission File Number) | (IRS Employer Identification Number) | ||||||
| (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 | ||||||||||||
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 1.01 Entry into a Material Definitive Agreement
Securities Purchase Agreement
Securities Purchase Agreement
On November 4, 2026, Enhanced Group Inc., a Texas corporation (the “Company”), entered into a securities purchase agreement (the “Purchase Agreement”) with the investors identified therein (each, an “Investor” and, together, the “Investors”), pursuant to which the Company agreed to issue and sell in a private placement (the “Private Placement”) 2,109,705 shares (the “Shares”) of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”). The purchase price is $7.11 per Share. The aggregate gross proceeds to the Company from the Private Placement are expected to be approximately $15 million, before deducting placement agent fees and other offering expenses payable by the Company. Oppenheimer & Co. Inc. is acting as lead placement agent and Canaccord Genuity LLC is acting as co-placement agent for the Private Placement.
Certain of the Investors are related parties of the Company, including Enhanced Holdings LP as the controlling shareholder, acting through its nominee, Apeiron Investment Group Ltd. (“Apeiron”).
The Private Placement is expected to close in a single closing (the "Closing") following the effectiveness of the Stockholder Consent (as defined below) and the distribution of the Information Statement (as defined below) to the Company's non-consenting stockholders, in each case subject to the satisfaction or waiver of customary closing conditions.
In connection with the issuance and sale of the Shares, the exercise price of, and the number of shares of Common Stock issuable upon exercise of, the warrants issued in the Company’s June 2026 private placement will be adjusted in accordance with the anti-dilution terms of those warrants (the “Warrant Adjustment”). The exercise price of those warrants, as currently adjusted, is $38.90 per share. Upon the Closing, the exercise price will be reset to the per share purchase price of the Shares in the Private Placement, and the number of shares of Common Stock issuable upon exercise of those warrants will increase by up to 5,747,000 additional shares.
From the date of the Purchase Agreement until 60 days following the effective date of the registration statement registering the resale of the Shares, the Company has agreed not to issue new securities or file a registration statement, subject to customary exceptions (including issuances pursuant to the Exchange Agreements described below).
Pursuant to the terms of the Purchase Agreement, the Company has agreed to obtain the stockholder approvals described under Item 5.07 below.
The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, including for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.
Registration Rights Agreement
In connection with the Private Placement, and pursuant to the Purchase Agreement, the Company has agreed to enter into, at the Closing, a registration rights agreement with the Investors (the “Registration Rights Agreement”), pursuant to which the Company will be required to file with the Securities and Exchange Commission (the “SEC”) a registration statement under the Securities Act covering the resale of the Shares no later than 30 days following the Closing (the “Filing Deadline”), and to use commercially reasonable efforts to have the registration statement declared effective by the SEC at the earliest possible date but no later than the earlier of (i) the 90th calendar day following the Closing, if the SEC notifies the Company that it will “review” the registration statement, and (ii) the third business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the registration statement will not be “reviewed” or will not be subject to further review. The registration statement is expected to be a single registration statement on Form S-1 covering the resale of both the Shares and the Exchange Shares (as defined below). If the SEC requires any cutback in the number of securities registered, such cutback will be allocated pro rata across all registered holders, including the holders of the Exchange Shares, without priority between the Shares and the Exchange Shares.
Exchange Agreements
On November 4, 2026, the Company entered into exchange agreements (collectively, the “Exchange Agreements”) with each of Apeiron, Apeiron SICAV Limited – Live Opportunities Fund, Malta (“APLOF”), Apeiron 101 Ltd, Galaxy Group Funding ECI U LLC, and B72 Ventures GmbH (collectively, the “Exchange Holders”). Pursuant to the Exchange Agreements, the Exchange Holders will contribute to the Company shares of Deutsche Entertainment Aktiengesellschaft, a German live-entertainment company ("DEAG"), representing approximately 77% of DEAG's outstanding shares. In exchange, the Company will issue approximately 10,970,230 newly issued shares of Common Stock (the “Exchange Shares,” and such transaction, the “Exchange”). No cash consideration is payable in the Exchange.
Apeiron is the controlling stockholder of the Company; accordingly, the Exchange constitutes a related party transaction. The Board of Directors of the Company (the “Board”) formed a special committee composed solely of independent and disinterested directors (the “Special Committee”) to review, evaluate, negotiate and determine whether to approve the Exchange and the Exchange Agreements. The Special Committee retained its own independent legal and financial advisors. On November 4, 2026, Roth Capital Partners, LLC (“Roth Capital”), the independent financial advisor to the Special Committee, rendered its opinion to the Special Committee to the effect that, as of the date of such opinion and based upon and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations set forth in its written opinion, the consideration to be paid by the Company in the Exchange was fair, from a financial point of view, to the Company. The full text of Roth Capital’s written opinion, which describes the assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken by Roth Capital in connection with its opinion, will be described in the information statement to be filed with the SEC and distributed to the Company’s stockholders. Roth Capital’s opinion was provided for the information and assistance of the Special Committee in connection with its evaluation of the Exchange, addressed only the fairness, from a financial point of view, of the consideration to be paid by the Company, and does not constitute a recommendation as to how any stockholder should act with respect to the Exchange or any other matter. Acting on the recommendation of the Special Committee, the Audit Committee and the disinterested directors of the Company reviewed and approved the Exchange and the Exchange Agreements. The Exchange remains subject to the effectiveness of the Written Consent (as defined below), the receipt of required regulatory approvals and the satisfaction of other customary closing conditions, including but not limited to (i) solely with respect to the Exchange Agreement with APLOF, APLOF’s receipt, prior to December 31, 2026, of an independent valuation and fairness assessment of the Exchange, including the exchange ratio, prepared by an independent valuation firm appointed by APLOF, the findings and conclusions of which are satisfactory to APLOF in its sole discretion, acting reasonably, and (ii) solely with respect to the Exchange Agreements with Apeiron and APLOF, the absence of any assertion or exercise by any holder of indebtedness of DEAG or its subsidiaries with an outstanding principal amount in excess of €10 million of any right to require the repurchase, prepayment or redemption of, or to accelerate, such indebtedness as a result of the Exchange. The Exchange Shares will be issued in a transaction exempt from the registration requirements of the Securities Act, will constitute “restricted securities,” and will be subject to the registration rights and the lock-up arrangements described below.
In connection with the Exchange Agreement with Apeiron and APLOF, the Company has agreed to amend its certificate of formation and bylaws to provide that any director or the entire Board may be removed, with or without cause, by the holders of at least a majority of the voting power of the Company’s capital stock entitled to vote generally in the election of directors (the “Removal Amendments”). The Removal Amendments constitute a related-party term by virtue of the controlling stockholder’s interest, were reviewed by the Special Committee and approved by the disinterested directors, and are expected to be approved by the Written Consent. The Company will file the charter amendment following the Closing and the applicable information statement waiting period, and may abandon the Removal Amendments if the applicable Exchange Agreement is terminated prior to the Closing.
The Private Placement is expected to close concurrently with the Exchange, subject to customary closing conditions.
Lock-Up Agreement
At the closing of the Exchange, each Exchange Holder will enter into a lock-up agreement with the Company (each, a “Lock-Up Agreement”) with respect to the Exchange Shares issued to it (the “Lock-Up Shares”). The Lock-Up Shares are divided into three equal tranches, which are restricted until the dates that are six, nine and twelve months, respectively, after the closing of the Exchange. Each tranche will be released earlier, including before the six-month date, at the open of trading on the trading day after the volume-weighted average price of the Class A common stock
on the NYSE equals or exceeds 200%, 250% or 300%, respectively, of the per share purchase price of the Shares in the Private Placement (the “Reference Price”). That price must be reached on at least ten trading days, which need not be consecutive, within any 30-consecutive-trading-day period after the closing. All Lock-Up Shares will also be released upon the consummation of a liquidation, merger, capital stock exchange, reorganization or similar transaction approved or recommended by the Board in which all stockholders have the right to exchange their shares for cash, securities or other property. In addition, all Lock-Up Shares held by B72 Ventures GmbH will be released upon the closing of a bona fide equity financing by the Company that results in aggregate gross proceeds of at least $50 million at a price per share of at least 200% of the Reference Price. The Lock-Up Agreement does not apply to shares of Common Stock acquired by the Exchange Holders in the Private Placement or in open-market transactions.
The foregoing descriptions of the terms and conditions of the Purchase Agreement and the Registration Rights Agreement do not purport to be complete and are each qualified in their entirety by the full text of the respective agreements, forms of which are attached hereto as Exhibits 10.1 and 10.2 and incorporated by reference herein. The foregoing descriptions of the Exchange Agreements and the Lock-Up Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, which the Company intends to file as exhibits to an amendment to this Current Report on Form 8-K.
Item 3.02 Unregistered Sale of Securities.
The information contained above in Item 1.01 relating to the Private Placement and the Exchange Agreements (including the issuance of the Exchange Shares) is hereby incorporated by reference into this Item 3.02. Based in part upon the representations of the Investors in the Purchase Agreement, the securities described above are being offered and sold in a private placement under Section 4(a)(2) of the Securities Act, and have not been registered under the Securities Act or applicable state securities laws. Accordingly, such securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. The Exchange Shares to be issued pursuant to the Exchange Agreements will likewise be issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, based in part on the representations of the Exchange Holders in the Exchange Agreements, and will constitute “restricted securities” within the meaning of Rule 144 under the Securities Act.
Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other securities of the Company.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Pursuant to the Purchase Agreement and the Exchange Agreement, the Company has agreed to obtain the consent of the holders of a majority of the voting power of the Company’s outstanding Common Stock and Class B common stock, voting together as a single class (the “Controlling Stockholder”). Pursuant to the Written Consent, the Controlling Stockholder is expected to approve, including for purposes of complying with the stockholder approval requirements in the NYSE Listed Company Manual: (i) the issuance, offer and sale in the Private Placement of Shares that may represent greater than 19.99% of the Company’s outstanding shares of Common Stock or voting power as of immediately prior to the Closing, including any Shares issued to an Investor that is an “Active Related Party” (as defined in the NYSE Listed Company Manual); (ii) the issuance of shares of Common Stock upon exercise of the warrants issued in the June 2026 private placement, as adjusted by the Warrant Adjustment; (iii) the Exchange Agreements and the issuance of the Exchange Shares to the Exchange Holders thereunder; and (iv) the Removal Amendments (the matters expected to be approved by the Written Consent, collectively, the “Stockholder Consent”).
Pursuant to the Purchase Agreement, the Company has agreed to file with the SEC an information statement with respect to the transactions contemplated thereby, to the extent required by applicable law, including Section 14(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and to distribute such information statement to its stockholders as soon as practicable thereafter (the “Information Statement”).
Item 7.01 Regulation FD Disclosure.
On November 5, 2026, the Company issued a press release announcing the Private Placement and the Exchange, a copy of which is furnished as Exhibit 99.1 hereto.
Furnished as Exhibit 99.2 hereto and incorporated into this Item 7.01 by reference is an investor presentation (the “Investor Presentation”) that the Company has prepared and expects to use in connection with the Private Placement and the other transactions described in this Current Report.
As previously announced in the press release, the Company will host a conference call and live webcast at 10:00 a.m. Eastern Time on November 5, 2026 to discuss the Private Placement, the Exchange and the other transactions described in this Current Report. The live webcast, together with the accompanying investor presentation, will be accessible through the "Events" section of the Company's investor relations website at investors.enhanced.com, and a replay will be available on the website for a limited time following the call. A copy of the Investor Presentation that the Company will use during the conference call and may use from time to time in connection with the transactions described herein is furnished as Exhibit 99.2 hereto and incorporated into this Item 7.01 by reference.
The information furnished under this Item 7.01 (including Exhibits 99.1 and 99.2) shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act. The information in this Item 7.01 (including Exhibits 99.1 and 99.2) shall not be deemed incorporated by reference into any filing with the SEC made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as expressly set forth by specific reference in such filing. The furnishing of the information in this Item 7.01 is not intended to, and does not, constitute a determination or admission by the Company that such information is material or complete, or that investors should consider such information before making an investment decision with respect to any security of the Company.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements that involve risks and uncertainties. The Company does not claim, and these forward-looking statements are not made in reliance on, the safe harbor for forward-looking statements under the Private Securities Litigation Reform Act of 1995, which may be unavailable to the Company; the cautionary statements herein are intended to identify important factors that could cause actual results to differ and to qualify all forward-looking statements, including under the judicial “bespeaks-caution” doctrine. All statements other than statements of historical fact contained in this Current Report on Form 8-K are forward-looking statements, including, without limitation, statements regarding the expected timing, completion and effects of the Exchange and the acquisition of a controlling interest in DEAG; the anticipated benefits, synergies and strategic rationale of the combination; expected combined revenue and Adjusted EBITDA for 2027 and other projected financial results; the implied valuation multiples of the transaction and their comparison to peers; expectations regarding consumer demand for live entertainment and experiences; the possibility, timing and terms of any future transaction to increase the Company’s ownership of DEAG, which may include additional share exchanges with other DEAG shareholders; the consummation of the Private Placement and the anticipated use of proceeds therefrom; the Warrant Adjustment; the satisfaction of closing conditions and receipt of required regulatory approvals; the expected closing timeframe; DEAG’s continued operations, management and buy-and-build acquisition strategy following closing; the treatment of DEAG’s existing indebtedness; the filing and distribution of the Information Statement; the filing and effectiveness of the registration statement contemplated by the Registration Rights Agreement; the lock-up arrangements; and the Company’s business strategy, market opportunities and long-term growth prospects. In some cases, you can identify forward-looking statements by words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” or the negative of these words or other comparable terminology. These statements are based on management’s current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including the risk that the Exchange or the Private Placement is not completed on the anticipated terms or timeline or at all; the satisfaction or waiver of closing conditions, including required regulatory approvals and the DEAG-related closing conditions; the ability to integrate DEAG and realize the anticipated benefits of the combination; the risk that the projections for the Company and the estimates for DEAG, which are based on publicly available information and the Company’s own assumptions, may not be realized; the risk that the conversion of DEAG’s IFRS financial information to U.S. GAAP produces materially different results; the effect of the transaction on DEAG’s indebtedness, including its outstanding bond; potential future transactions to increase the Company’s ownership of DEAG; and the timing and effect of the release of shares of Common Stock from the lock-up restrictions under the
Lock-Up Agreement. For a discussion of these and other risks and uncertainties, see the “Risk Factors” section of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 and the Company’s other filings with the SEC. The Company undertakes no obligation to update any forward-looking statements, except as required by law.
Item 9.01Financial Statements and Exhibits.
| (d) | Exhibits: | |||||||
| Exhibit No. | Description | |||||||
| 10.1 | Form of Securities Purchase Agreement | |||||||
| 10.2 | Form of Registration Rights Agreement | |||||||
| 99.1 | Press Release, dated November 5, 2026 | |||||||
| 99.2 | Investor Presentation (November 2026) | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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 5, 2026
| Enhanced Group Inc. | ||||||||||||||
| By: | /s/ Siddhartha Banthiya | |||||||||||||
| Name | Siddhartha Banthiya | |||||||||||||
| Title | Chief Financial Officer | |||||||||||||
Enhanced Group (NYSE: ENHA) to Acquire Controlling Interest in Pan-European Live Entertainment Company DEAG, Creating a Global Platform for the Experience Economy, And Conducting Concurrent $15 Million PIPE
Acquisition creates a global sports and live entertainment platform for in-real-life, human-centered experiences, combining Enhanced’s owned sports IP and telehealth platform with DEAG’s ~6,000 annual live events and proprietary ticketing, with combined 2027E Revenue expected at approximately $670 million and combined 2027E Adjusted EBITDA(1) expected at $26 million
●Enhanced believes demand for live, shared human experiences will only grow as AI and automation reshape work
●In a first step Enhanced acquires approximately 77% of DEAG Deutsche Entertainment AG, a leading European live entertainment and ticketing platform with approximately $600 million in 2027E revenue
●Attractive entry valuation: 5.3x FY2027E Adjusted EBITDA(1), an approximate 63% discount to the listed peer median
●Combination expected to generate approximately $670 million in combined revenue and $26 million in Adjusted EBITDA(1) in 2027
●Enhanced is conducting a $15 million concurrent PIPE, placed with several long-term oriented, blue-chip family offices and funds, including participation by Apeiron Investment Group
Enhanced to Host Investor Conference Call Today at 10:30 a.m. ET. Dial in details below.
NEW YORK, November 5, 2026 – Enhanced Group Inc. (NYSE: ENHA) (“Enhanced” or the “Company”), a sports, entertainment and performance products company, today announced that it has entered into definitive exchange agreements with certain shareholders of DEAG Deutsche Entertainment AG (“DEAG”) to acquire an approximately 77% controlling interest in DEAG, a leading Berlin-headquartered live entertainment and ticketing platform operating across Europe, with a growing presence in the US.
The transaction transforms Enhanced into a sports and live entertainment powerhouse, bringing together two complementary businesses in a major strategic milestone. Enhanced’s owned sports properties, including the Enhanced Games and Enhanced Breakers Series, and its Live Enhanced telehealth businesses are complemented by DEAG’s live event offering across festivals, concerts and touring, spoken word and other live experiences, along with its promoter network, production capabilities, venue relationships and proprietary ticketing infrastructure.
Enhanced believes this step positions it well for what it sees as the flip side of AI: as technology gives people more time back, Enhanced believes they will increasingly choose to spend it on real-world, shared experiences.
Maximilian Martin, Co-Founder and Chief Executive Officer of Enhanced, commented:
“I believe one of the most significant long-term consequences of AI and robotics will be a gradual reduction in the need for human labor. And I believe people will mostly allocate this free time to shared, real live human experiences. This creates scarcity, as sports and live experiences cannot be automated or replicated by AI. A live game, a concert, a record broken in front of a crowd - all those moments create goosebumps and become more valuable as everything else becomes digitally abundant. We believe the winners will be the companies that own the content, the stage and the ticket. With DEAG, Enhanced will have all three: owned sports and live IP, a broad promoter and
venue network, and proprietary ticketing. And we believe we are acquiring it at a very attractive valuation.”
In the all-stock transaction, Enhanced is expected to issue 1 Enhanced share for approximately 1.7 DEAG shares - hence approximately 11 million newly issued shares of its Class A common stock - to the participating DEAG shareholders, with no cash consideration as part of the transaction.
Enhanced is issuing the consideration shares at $8 per share, an approximately 13% premium to yesterday’s closing price of $7.11. This values 100% of DEAG's equity at approximately $115 million, with an implied enterprise value of approximately $139 million(1). This represents 5.3x DEAG's FY2027E Adjusted EBITDA of approximately $26.5 million, compared with a median of 14.1x for listed live entertainment peers (CTS Eventim 7.7x, Live Nation 14.1x, TKO Group 15.0x), an implied 63% discount. FY2027E figures are Enhanced management estimates.
The combined group is expected to generate approximately $670 million in combined revenue and $26 million in Adjusted EBITDA in 2027, representing 21.5% revenue growth and an approximately $65.5 million improvement in Adjusted EBITDA year over year, providing Enhanced with significant operating scale and a broader platform for organic growth and further acquisitions. See “Non-GAAP Financial Measures” below.
DEAG will continue to operate under its existing management team, led by incoming CEO Markus Breitenecker, who joins from ProSiebenSat.1 Media SE, where he was Chief Operating Officer, and will pursue its established buy-and-build strategy, which Enhanced management intends to support further by contributing additional growth capital. Since 2019, DEAG has successfully completed more than 30 acquisitions, consolidating independent promoters and regional live entertainment businesses in Europe's fragmented live entertainment market.
Enhanced's management views the acquisition of DEAG as the first step in its own buy-and-build strategy, with further acquisitions in sports and live entertainment envisaged over the coming years.
For more information on the transaction please refer to the materials uploaded on Enhanced’s Investor Relations Website.
The Experience Economy: Why Now
Structural demand for live experiences: Enhanced believes consumers are shifting spend from goods to experiences, with sports and live entertainment being a key beneficiary. Industry estimates put global live events spend at approximately $110 billion in 2025, projected to grow at approximately 7% annually through 2030.
A premium on the real and authentic: As AI-generated content proliferates, Enhanced believes live presence and human performance will carry a growing premium. The Enhanced Games, built around human performance pushed to its limits, are designed for that world.
Room to consolidate: Europe's live entertainment market remains fragmented. DEAG has completed more than 30 acquisitions since 2019 and is positioned to continue consolidating it.
Transaction Details
Under the terms of the definitive exchange agreements, Enhanced in a first step will acquire an approximately 77% controlling interest in DEAG at an agreed value of €4.00 per DEAG share.
The newly issued shares will be subject to a lock-up period of up to 12 months with staggered lock-up releases.
Following closing, Enhanced management intends equipping DEAG with further growth capital and may evaluate options to increase its ownership of DEAG over time, potentially up to 100%, which could include additional share exchanges with other DEAG shareholders or other transactions permitted under applicable German law. No decision has been made with respect to any such transaction, and there can be no assurance that any such transaction will be pursued or completed.
PIPE Financing
In connection with the acquisition, Enhanced has entered into a securities purchase agreement with institutional and accredited investors for a private investment in public equity (“PIPE”) financing of $15 million with selected long-term investors. The new PIPE shares will be issued at $7.11 equaling the closing price of Enhanced’s stock as of yesterday, November 4th. The shares are common equity only, with no warrants attached.
The PIPE financing is expected to close concurrently with the DEAG acquisition, subject to customary closing conditions.
The PIPE is intended to provide additional capital to support Enhanced's growth strategy, including the further acceleration of its existing sporting business, telehealth and performance products businesses, as well as supporting DEAG’s buy-and-build strategy and general corporate purposes.
Governance and Related-Party Considerations
Because Apeiron is both Enhanced's controlling stockholder and a seller of DEAG shares, the transaction is a related-party transaction. To safeguard the interests of Enhanced's other stockholders, Enhanced's Board of Directors established a special committee composed solely of independent and disinterested directors (the “Special Committee”) to review, evaluate and negotiate the transaction and Apeiron's participation in the PIPE financing. The Special Committee retained its own independent legal counsel, Olshan Frome Wolosky LLP, and its own independent financial advisor, Roth Capital Partners, LLC. Roth Capital rendered an independent fairness opinion to the Special Committee that, as of its date and subject to the assumptions, limitations and qualifications set forth therein, the consideration to be paid by Enhanced in the transaction was fair, from a financial point of view, to Enhanced. Acting on the recommendation of the Special Committee, the Audit Committee and the disinterested directors of Enhanced approved the transaction. The transaction has been approved by written consent of Enhanced's controlling stockholder, without a separate vote of Enhanced's other stockholders, subject to applicable legal and regulatory requirements.
Expected Closing
The transaction is expected to close in the first quarter of 2027, subject to the satisfaction of customary closing conditions and applicable regulatory requirements.
Advisors
Oppenheimer & Co. Inc. is acting as financial advisor to Enhanced in connection with the acquisition and as lead placement agent for the PIPE financing. Canaccord Genuity LLC is acting as co-placement agent for the PIPE financing. Greenberg Traurig, LLP is acting as legal counsel to Enhanced in connection with the transactions. Lowenstein Sandler LLP is acting as legal counsel to Oppenheimer. Roth Capital Partners, LLC is acting as financial advisor to the Special Committee, and Olshan Frome Wolosky LLP is acting as legal counsel to the Special Committee.
Currencies
All Euro numbers from DEAG have been converted into USD assuming an exchange rate of 1.147, the average EUR/USD rate over the 90 days ended October 19, 2026
Conference Call & Investor Materials
Enhanced will host a conference call to discuss the transaction today, November 5, at 10:30 a.m. ET. A live webcast will be accessible through the Events section of Enhanced's investor relations website at investors.enhanced.com. A replay of the conference call will be available shortly after the call concludes. Other materials, including an investor presentation, will also be accessible on Enhanced’s investor relations website and on the SEC’s website at sec.gov.
Non-GAAP Financial Measures (1) This press release includes financial measures that are not calculated in accordance with generally accepted accounting principles (“GAAP”), including EBITDA and Adjusted EBITDA. For purposes of this press release, “EBITDA” means earnings before interest, taxes, depreciation and amortization, and “Adjusted EBITDA” means EBITDA provided on a lease-adjusted basis, under which operating lease cost (right-of-use asset depreciation and lease interest) recognized by DEAG under International Financial Reporting Standards (“IFRS”) 16 is deducted from EBITDA to approximate a U.S. GAAP (ASC 842) operating-lease presentation. For DEAG, €8.5 million of operating lease cost is deducted from DEAG's FY2027E IFRS EBITDA of €31.6 million, resulting in Adjusted EBITDA of €23.1 million. Enterprise value is presented on a lease-adjusted basis, which excludes operating lease liabilities of €23.8 million from IFRS enterprise value of €145.4 million, and valuation multiples based on Adjusted EBITDA are calculated on the same basis. On an IFRS basis, DEAG's enterprise value to FY2027E EBITDA multiple is 4.6x. Peer multiples are based on FactSet consensus estimates as of October 19, 2026, with CTS Eventim presented on the same lease-adjusted basis. DEAG's reported EBITDA includes non-operating income, such as put-option and earn-out revaluations. These non-GAAP measures are presented as supplemental performance measures and should not be considered in isolation or as a substitute for, and should be read together with, the most directly comparable measure prepared in accordance with GAAP, which for Adjusted EBITDA is net income (loss). DEAG reports under IFRS and in euros; DEAG's measures are not prepared in accordance with U.S. GAAP and may not be comparable to Enhanced's measures or to similarly titled measures used by other companies. The estimates of DEAG's measures, and the combined figures to the extent they include DEAG, are forward-looking measures prepared by Enhanced for illustrative purposes based on publicly available information and Enhanced's own assumptions, and are presented on the basis of IFRS. DEAG has not participated in their preparation, and they are not guidance, forecasts or projections provided, approved, adopted or endorsed by DEAG or its management. Because Enhanced does not have access to DEAG's internal forecasts and cannot reliably forecast certain DEAG items necessary for a reconciliation, including interest expense, income taxes, depreciation and amortization and non-operating items such as put-option and earn-out revaluations, Enhanced is unable to reconcile projected 2027 Adjusted EBITDA to projected 2027 net income (loss), the most directly comparable GAAP measure, or to the most directly comparable IFRS measure, without unreasonable effort. These items are uncertain, depend on future events and could be material, individually or in the aggregate, to the comparable GAAP or IFRS measure. The combined 2027 figures are presented on a combined and illustrative basis to give effect to the proposed DEAG acquisition, including the consolidation of 100% of DEAG's results, are based on preliminary estimates and assumptions that are subject to change, and have not been prepared in accordance with Article 11 of Regulation S-X or audited, reviewed, examined or compiled by independent accountants. DEAG's financial information is prepared under IFRS and has not been converted to U.S. GAAP, and such conversion could result in materially
different amounts. The combined figures do not reflect any synergies, the financing of the transaction or the final size of the stake acquired, do not purport to represent what Enhanced's actual results would be, and should not be relied upon as a representation that any projected result will be achieved.
Additional Information
Because the transaction has been approved by written consent of Enhanced's controlling stockholder, Enhanced does not expect to solicit proxies or hold a special meeting of stockholders in connection with the transaction. Enhanced intends to file with the Securities and Exchange Commission (the “SEC”) an information statement on Schedule 14C describing the transaction, which will be mailed to Enhanced's stockholders of record. This press release is not a substitute for the Schedule 14C information statement or any other document that Enhanced may file with or furnish to the SEC. Investors and security holders are urged to read the Schedule 14C information statement carefully and in its entirety when it becomes available because it will contain important information about the transaction. Investors and security holders will be able to obtain free copies of the Schedule 14C information statement and other documents filed with or furnished to the SEC by Enhanced through the website maintained by the SEC at www.sec.gov, or on Enhanced's website at investors.enhanced.com
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. The shares of Class A common stock to be issued in the PIPE financing and in the DEAG acquisition are being offered and sold in transactions exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), have not been registered under the Securities Act or applicable state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
About Enhanced Group Inc.
Enhanced (NYSE: ENHA) is an elite sports competition and performance products company committed to giving athletes and consumers access to products that optimize health, performance, and recovery. Its Live Enhanced platform provides consumers with clinician-guided protocols, supplements, and personalized health and longevity offerings. For more information, visit www.enhanced.com.
Forward-Looking Statements
This press release contains forward-looking statements. The Company does not claim, and these forward-looking statements are not made in reliance on, the safe harbor for forward-looking statements under the Private Securities Litigation Reform Act of 1995, which may be unavailable to the Company. All statements other than statements of historical fact are forward-looking statements, including, without limitation, statements regarding the expected timing, completion, and effects of the proposed acquisition of DEAG; the anticipated benefits, synergies, and strategic rationale of the combination; expected combined revenue and EBITDA for 2027 and other projected financial results; the implied valuation multiples of the transaction and their comparison to peers; expectations regarding consumer demand for live entertainment and experiences; the possibility, timing and terms of any future transaction to increase Enhanced’s ownership of DEAG, which may include additional share exchanges with other DEAG shareholders; the timing and completion of the concurrent PIPE
financing; the anticipated use of PIPE proceeds; the satisfaction of closing conditions and receipt of required regulatory approvals; the expected closing timeframe; DEAG’s continued operations, management, and buy-and-build acquisition strategy following closing; the treatment of DEAG’s existing indebtedness; the filing and mailing of the Schedule 14C information statement; the expected filing and effectiveness of a resale registration statement; the lock-up arrangements; and Enhanced’s business strategy, market opportunities, and long-term growth prospects. These statements are based on management’s current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including the risk that the transaction or the PIPE financing is not completed on the anticipated terms or timeline or at all; the satisfaction or waiver of closing conditions, including required regulatory approvals and the DEAG-related closing conditions; the ability to integrate DEAG and realize anticipated benefits; the risk that the projections for Enhanced and the estimates for DEAG, which are based on publicly available information and Enhanced’s own assumptions, may not be realized; the risk that the conversion of DEAG’s IFRS financial information to U.S. GAAP produces materially different results; the effect of the transaction on DEAG’s indebtedness, including its outstanding bond; potential future transactions to increase Enhanced's ownership of DEAG; and the timing and effect of the release of shares from lock-up restrictions . For a discussion of these and other risks and uncertainties, see the “Risk Factors” section of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 and the Company’s other filings with the U.S. Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statements, except as required by law.
Contacts
Investor Contact
investors@enhanced.com
Media Contact
media@enhanced.com
Building a Global Sports and Live Entertainment Platform Strictly confidential All rights reserved | Enhanced 2026
Disclaimer01 IMPORTANT NOTICE —
PLEASE READ CAREFULLY Confidential. This presentation and its contents are strictly confidential and are being furnished to a limited number of prospective investors solely for the purpose of evaluating a possible investment in Enhanced Group Inc. ("Enhanced," "ENHA," or the "Company"). By accepting this presentation, the recipient agrees to keep it confidential, not to reproduce or distribute it in whole or in part, and to return or destroy it upon request. It may not be forwarded or disclosed to any other person. No offer or solicitation. This presentation is for informational discussion only. It does not constitute an offer to sell, or the solicitation of an offer to buy, any security, and it is not a recommendation to enter into any transaction. Any offer or sale of securities will be made only to qualified investors pursuant to definitive offering and subscription documents and the risk factors contained therein, which will supersede the information contained in this presentation. Nothing herein should be construed as legal, tax, accounting, financial, or investment advice. Unregistered securities. Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws, and are being offered in reliance on exemptions from registration. The securities may not be offered, sold, or transferred absent registration or an available exemption, and will be "restricted securities" subject to transfer restrictions. These securities have not been approved or disapproved by the U.S. Securities and Exchange Commission (the "SEC") or any state or foreign securities authority, nor has any such authority passed upon the accuracy or adequacy of this presentation; any representation to the contrary is a criminal offense. This presentation does not constitute an offer in any jurisdiction in which such an offer would be unlawful. Forward-looking statements. This presentation contains "forward-looking statements" within the meaning of the U.S. federal securities laws, including statements regarding the proposed acquisition of DEAG and its anticipated timing, structure, and phased path to full ownership; the Company's strategy, buy-and-build and M&A pipeline, and acquisition targets; projected revenue, EBITDA, margins, growth rates, and other financial estimates; market size and growth assumptions; and the plans and expected performance of the Enhanced Games, Breaker Series, ticketing, telehealth, and other initiatives. Words such as "expect," "project," "estimate," "believe," "intend," "plan," "will," "would," and similar expressions identify forward-looking statements. Forward-looking statements in this presentation include, without limitation, the projections for 2026E–2029E; the consensus estimates for 2027E; Phases 1 through 3 of the proposed acquisition and the timing and manner of any steps to full ownership; the launch of Enhanced OS in the fourth quarter of 2026 and of the Breaker Series; the 2027 Enhanced Games; and the Company's artificial-intelligence investment thesis; the buy-and-build and M&A pipeline and growth-acquisition strategy; the proposed capital raise and PIPE financing of approximately $15 million; the reset of the June 2026 PIPE warrants; the lock-up release schedule; and the pro forma capitalization and dilution. These statements are based on management's current expectations and assumptions and are subject to known and unknown risks and uncertainties, some of which are beyond the Company's control, that could cause actual results to differ materially from those expressed or implied. There can be no assurance that any forward-looking statement will prove to be accurate. Investors should read these statements together with the risk factors set forth in Part II, Item 1A of Enhanced's Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, filed with the SEC on August 14, 2026, and in Enhanced's subsequent SEC filings, including its Registration Statement on Form S-1 filed August 25, 2026. The proposed DEAG acquisition remains subject to negotiation of definitive documentation, closing conditions, and regulatory and other approvals, and may not be completed on the terms described or at all. Forward-looking statements speak only as of the date of this presentation, and the Company undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law. This presentation does not rely on, and the Company makes no claim to, the safe harbor for forward-looking statements under the Private Securities Litigation Reform Act of 1995, which may be unavailable to the Company; the cautionary statements in this presentation are intended to identify important factors that could cause actual results to differ and to qualify all forward-looking statements, including under the judicial "bespeaks-caution" doctrine. Non-GAAP and IFRS-based financial measures. This presentation includes financial measures that are not calculated in accordance with generally accepted accounting principles ("GAAP"), including EBITDA, last-twelve-months ("LTM") EBITDA, EBITDA margin, enterprise value, enterprise-value-to-revenue and enterprise-value-to-EBITDA multiples, the "implied discount" figures, and net debt. For purposes of this presentation: "EBITDA" means earnings before interest, taxes, depreciation, and amortization; "LTM EBITDA" means EBITDA for the trailing twelve-month period; "EBITDA margin" means EBITDA divided by revenue; "enterprise value" means equity value plus net debt; the "EV/Revenue" and "EV/ EBITDA" multiples mean enterprise value divided by revenue and by EBITDA, respectively; the "implied discount" figures express the difference between DEAG's multiples and the corresponding peer or precedent-transaction multiples; and "net debt" means total debt less cash and cash equivalents. These non- GAAP measures are presented as supplemental performance measures and should not be considered in isolation or as a substitute for, and should be read together with, the most directly comparable measures prepared in accordance with GAAP (for EBITDA, net income (loss)). DEAG reports under International Financial Reporting Standards ("IFRS") and in euros; DEAG's measures are not prepared in accordance with U.S. GAAP and may not be comparable to the Company's measures or to similarly titled measures used by other companies. DEAG's reported EBITDA includes non-operating income, such as put-option and earn-out revaluations, and reflects the effect of IFRS 16 (for the lease-adjusted EBITDA calculation in this presentation, €8.5 million of operating lease cost is deducted from DEAG’s FY2027E IFRS EBITDA of €31.6 million, resulting in lease- adjusted EBITDA of €23.1 million); DEAG has prepared a separate adjusted EBITDA figure. The non-GAAP and non-IFRS measures of DEAG, and the combined pro forma figures to the extent they include DEAG, are forward-looking measures prepared by Enhanced for illustrative purposes based on publicly available information and Enhanced's own assumptions, and are presented on the basis of IFRS. Enhanced is unable to reconcile these measures to the most directly comparable IFRS or GAAP measure without unreasonable effort. As a result, Enhanced cannot reliably forecast certain DEAG items necessary for such a reconciliation. These items are uncertain, depend on future events and could be material, individually or in the aggregate, to the comparable IFRS or GAAP measure. Strictly confidential All rights reserved | Enhanced 2026
Disclaimer02 IMPORTANT NOTICE —
PLEASE READ CAREFULLY Pro forma and combined information. Certain information in this presentation is presented on a pro forma, combined, or illustrative basis to give effect to the proposed DEAG acquisition as if it had occurred at an earlier date. Such information is for illustrative purposes only, is based on preliminary estimates and assumptions that are subject to change, and has not been prepared in accordance with Article 11 of Regulation S-X or audited or reviewed by independent accountants. The determination of whether the proposed acquisition will be accounted for as a transaction under common control, which will materially affect the historical financial statements and the applicable audit procedures, remains pending. DEAG's financial information is prepared under IFRS and has not been converted to U.S. GAAP. The pro forma and combined information does not reflect any synergies, the financing of the transaction, or the final size of the initial stake acquired (which may be approximately 77%). Such information does not purport to represent what the Company's actual financial position or results would have been had the transaction occurred on the dates indicated, nor is it indicative of future results. Projections and estimates. Certain financial information in this presentation reflects estimates and projections rather than historical results. The financial figures attributed to DEAG were prepared by Enhanced for illustrative purposes, based on publicly available information and Enhanced’s own assumptions and estimates. They are not guidance, forecasts, or projections provided, approved, adopted, or endorsed by DEAG or its management. Enhanced has not independently verified all of the underlying publicly available information and makes no representation as to its accuracy or completeness. These estimates were not prepared with a view to public disclosure or in accordance with the published guidelines of the SEC or the American Institute of Certified Public Accountants regarding projections, and they have not been examined, reviewed, compiled, or otherwise reported on by independent accountants. They are inherently uncertain, subject to significant business, economic, and competitive risks and assumptions, and should not be relied upon as a representation that any projected result will be achieved. Nothing in this presentation should be construed as the Company’s endorsement of, or concurrence with, any analyst estimate or DEAG management projection. Third-party and market data. This presentation includes industry, market, valuation, and comparable-company and transaction data derived from third-party sources, including DEAG, DEAG bond investor materials, and independent research and data providers. The Company has not independently verified such data, does not guarantee its accuracy or completeness, and assumes no responsibility for it. Comparable-company and precedent-transaction analyses are presented for reference only and are not an indication of the actual or implied value of Enhanced, DEAG, or the combined company. The comparable-company and precedent- transaction data are derived from S&P Capital IQ, FactSet, and press reports as of October 13–14, 2026. Estimates and projections involve significant assumptions and are inherently uncertain. Operating and other metrics. This presentation includes operating and other non- financial metrics, including tickets sold, attendees, "engagements," hours viewed, the "$32m contracted sponsorship value," and the "$13M estimated organic media value." These metrics are estimates derived from the Company's or DEAG's internal data and methodologies, are unaudited, and have not been independently verified. They are presented to illustrate scale and engagement and may be calculated differently from, and may not be comparable to, similarly titled metrics used by other companies. The methodology for each metric will be described in, or made available with, the definitive offering materials. Trademarks. This presentation contains trademarks, service marks, trade names, and logos of the Company and of third parties, including the third-party marks and logos appearing on pages 10, 11 and 27. All such third-party marks, names, and logos are the property of their respective owners. Their use or display in this presentation is for identification and informational purposes only and does not imply any sponsorship, endorsement, affiliation with, or approval by the owners of those marks. Notice to investors in the European Economic Area and the United Kingdom. If you are resident in a member state of the European Economic Area (the "EEA") or the UK, you must not be a retail investor. For these purposes, a retail investor in the EEA means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a "professional client" as defined in point (10) of Article 4(1) of MiFID II. For these purposes, a retail investor in the UK means a person who is one (or more) of: (i) a retail client as defined in point (8) of Article 2 of assimilated Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the EUWA; or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the "FSMA") and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA. Manufacturer Target Market (MiFID II and UK MiFIR Product Governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPS or UK PRIIPS key information document (KID) has been prepared as any securities issued will not be available to retail in the EEA and in the UK. No reliance. No representation or warranty, express or implied, is made as to the accuracy, completeness, or fairness of the information in this presentation, and nothing herein is or shall be relied upon as a promise or representation. Recipients should conduct their own independent review and consult their own advisers. The Company undertakes no obligation to provide recipients with access to additional information or to update this presentation. Oppenheimer & Co. (“Oppenheimer”) is acting as lead placement agent and Canaccord Genuity is acting as co-placement agent in connection with the proposed transaction (together, the “Placement Agents”). Each Placement Agent, its affiliates and any of its employees, directors, officers, contractors, advisors, members, successors, representatives or agents make no representation or warranty as to the accuracy or completeness of this presentation, and shall have no liability for any representations (express or implied) contained in, or for any omissions from, this presentation or any other written or oral communications transmitted to the recipient in the course of its evaluation of the Company and the proposed transaction. The only information that will have any legal effect and upon which an interested party may rely upon will be that in such representations and warranties as may be contained in a definitive agreement between such party and the Company relating to the proposed transaction, if any. Strictly confidential All rights reserved | Enhanced 2026
Transaction Summary03 TRANSACTION SUMMARY Proposed acquisition of DEAG establishes the foundation for ENHA’s global sports and live entertainment platform Enhanced Group Inc. (NYSE: ENHA) proposes to acquire approximately 77% of DEAG from Apeiron and additional shareholders, establishing majority control with a phased path toward full ownership. Transaction All-share transaction at ~1 ENHA share per ~1.7 DEAG shares (~0.57-to-1 exchange ratio); ~11.0m new ENHA Class A shares issued for the initial 77% stake Structure €4.00 per DEAG share; ~€100m implied equity value for 100% (~25m shares); $139.4m lease-adjusted EV, or 5.3x 2027E lease- adjusted EBITDA⁽¹⁾ (4.6x IFRS) Price & Valuation Phase 1: approximately 77%, with majority control and full consolidation. Phase 2: additional DEAG shareholders may roll into ENHA shares. Phase 3: pursue full ownership through a voluntary offer. Subsequent phases remain subject to transaction terms. Phased Ownership ~$15m PIPE of unregistered common stock, expected pricing November 4; Oppenheimer & Co. (lead) and Canaccord Genuity (co-placement agent) Concurrent Financing Apeiron is both ENHA's controlling stockholder and a seller of the DEAG shares; a special committee reviewed the transaction and received a financial fairness opinion from Roth Capital. Governance DEAG consideration shares released in three tranches through January 2028, with accelerated release at +100% / +150% / +200% of VWAP Consideration Lock-Up Source: ENHA management, ENHA Registration Statement S-1, ENHA Definitive Information Statement (DEF 14C). Note: Illustrative; transaction terms subject to definitive documentation. Exchange ratio based on €4.00 per DEAG share converted to USD and $8.00 per ENHA share. All ENHA share and per-share figures reflect the 1-for-10 reverse stock split effective October 29, 2026. (1) Lease-adjusted EBITDA and EV are non-GAAP measures; refer to Appendix: LEASE-ADJUSTED EBITDA AND ENTERPRISE VALUE BRIDGE. Strictly confidential All rights reserved | Enhanced 2026
Why ENHA04 WHY ENHA: A TRANSFORMATIONAL INVESTMENT OPPORTUNITY Five reasons the DEAG acquisition is a compelling opportunity 1 2 3 4 5 MARKET Positioned to capitalize on the experience economy Expands ENHA's live entertainment presence in a growing market backed by demand for experiences and AI-driven leisure tailwinds SCALE Immediate, transformational scale A global live entertainment platform with ~$670m projected combined 2027 revenue⁽²⁾ and established event infrastructure VALUATION Compelling acquisition economics Control of an established, profitable European business at ~5.3x 2027E lease-adjusted EBITDA⁽¹⁾, a substantial discount to peers EARNINGS Meaningful earnings transformation ~$26m projected combined 2027 adjusted EBITDA⁽¹⁾⁽²⁾, fundamentally changing ENHA's financial profile GROWTH Significant growth and value creation potential DEAG's infrastructure, ticketing and M&A experience support further consolidation, proprietary sports IP and a potential rerating Growing market. Immediate scale. Attractive entry.Key takeaway Source: Goldman Sachs Global Investment Research, FactSet as of 10/19/2026 and ENHA management estimates for DEAG based on publicly available materials. DEAG Annual Financial Report FY2025. (1) Adjusted EBITDA is a non-GAAP measure provided on a lease-adjusted basis; EV / Adj. EBITDA multiples are calculated on the same basis. Refer to Appendix: LEASE-ADJUSTED EBITDA AND ENTERPRISE VALUE BRIDGE. (2) ENHA management estimates based on publicly available materials. Strictly confidential All rights reserved | Enhanced 2026
01. DEAG: THE ANCHOR ACQUISITION OF ENHA’S LIVE ACTIVITIES Strictly confidential All rights reserved | Enhanced 2026
Investment Thesis06 THE FLIP SIDE OF AI Live Entertainment, Sports & Self-improvement As AI advances, people will be handed back valuable time. The question is: What to do with it? 01 Less work: AI and robotics progressively reduce the need for human labor 02 Income redistribution: the AI efficiency dividend flows back to people via UBI or other wealth redistribution 03 More free time: people gain significantly more leisure while keeping or increasing purchasing power Our answer Our answer is to enhance and maximize joy
through experiences and health. Where the extra time and spending goes: A B More fulfilling leisure: events and services that enrich free time Self-improvement: health, performance and longevity “In a world of endless screens and AI-generated everything, the one thing that can’t be copied is being there…27 looks like a strong year. We already have a big percentage of our bookings in for next year…” Michael Rapino, CEO of Live Nation - 07/30/2026 “Premium live content and experiences are heating up in an increasingly AI-driven world …Live events built on scarcity, marketable IP and durable repricing power win out.” Ari Emanuel, CEO of TKO Group - 10/08/2026 “Research shows that people want to meet in person, at events...” Spencer Rascoff, CEO of Tinder owner Match Group – 10/20/2026 Sports and Live Entertainment: Poised to Be Among the Largest Beneficiaries of AIKey takeaway Strictly confidential All rights reserved | Enhanced 2026
Live Entertainment Market07 WITHIN THE EXPERIENCE ECONOMY, LIVE IS THE MOST RESILIENT GROWTH CATEGORY, AND FANS ARE PAYING UP FOR IT A ~$110B global market growing ~7%⁽¹⁾ a year, with pricing power and Gen Z demand still accelerating ~$110B Global live events spend, 2025E 7.3%(1) Avg. growth in recession years, 1990–2025 ex-COVID ~60% Growth in Top 100 tour grosses, 2019–2025 PCE Gambling Museums & Libraries Amusement Parks Spectator Sports Package Tours Theaters Live Entertainment +1,093% Growth in U.S. live-entertainment spend since 1990 – #1 of all spending categories 3.2% 3.5% 3.7% 4.0% 4.4% 4.8% 5.4% 7.3% 91% Those surveyed rank live events as a top-3 spending priority +20% tickets +40% average ticket price Volume x Pricing Growth #1 Concerts top Gen Z's 2025 spending priorities 79% of 18–35s plan to attend more events in 2026 +23% more Gen Z concert spend vs. avg. listener 75% of Gen Z would pay resale premiums to attend ~7% CAGR 2025–30E⁽¹⁾ ~110 37 73 ~158 50 108 Live sports tickets $73B · ~8% CAGR Live music $37B · ~6% CAGR 2025 2030E Live music: 4% CAGR 2007–19, 6% 2025–30E Fans pay for connection: winners own differentiated live IPKey takeaway Sources: Goldman Sachs Global Investment, Live Nation survey, CashApp (2025), Eventbrite Social Study 2026, TKO investor presentation / Technavio. 2030E sports figures extrapolated at source CAGR. (1) Estimates derived from the third-party sources listed above. Contains forward-looking statements; see 'Cautionary Note Regarding Forward-Looking Statements'. Strictly confidential All rights reserved | Enhanced 2026
08 00:24 DEAG · Film AIRBEAT ONE - 2026 WATCH THE VIDEO 01:27 Strictly confidential All rights reserved | Enhanced 2026
DEAG09 DEAG’S CORE BUSINESS AT A GLANCE Vertically integrated business offering across key verticals in Live Entertainment AIRBEAT ONE FESTIVAL Festivals & Owned IP DEAG owns and operates some of Europe’s largest festivals, creating destination experiences with highly engaged audiences. Revenue streams include ticket sales, camping, VIP packages, sponsorship and onsite spending 30+ festivals within the DEAG portfolio PROMOTER FOR VARIOUS HIGH PROFILE ARTISTS Touring & Concert Promotion DEAG promotes and manages large-scale tours across arenas and stadiums, leveraging artist relationships, venue expertise and marketing capabilities. Revenue generated through ticketing, promotion fees, sponsorship and ancillary event income PRESIDENT OBAMA AT LONDON’S O2 ARENA Spoken Word & Special Events Beyond music, DEAG successfully produces and promotes premium live experiences across high-profile non-music categories like Spoken Word and Family Entertainment. Demonstrates ability to monetize demand for cultural, educational and personality-led content beyond traditional concerts TWO INTEGRATED TICKETING PLATFORMS Ticketing & Audience Ownership DEAG operates proprietary ticketing platforms that provide direct access to consumers. Enhanced profitability, with repeat engagement, cross-selling and owned customer data Diversified live platform with multiple recurring consumer touchpointsKey takeaway Source: SEC Filings; DEAG Annual Reports; ENHA management estimates for DEAG based on publicly available materials. Strictly confidential All rights reserved | Enhanced 2026
DEAG10 WITH DEAG, ENHA EXPECTS TO EXPAND ACROSS LIVE EVENTS AND GEOGRAPHIES Adding immediate scale and infrastructure, pathway to cash flow⁽¹⁾ and further growth Live events a year Core European markets ~6,000 7 FY 2026 revenue mix⁽²⁾ Touring 54% Festivals 15% Local promotion 11% Spoken Word & Literary 10% Ticketing, services & venues 7% Other 3% FY 2026 geography mix⁽²⁾ Germany 47% UK 37% Switzerland 7% Other 9% Potential to nearly double DEAG EBITDA over NTMKey takeaway Source: ENHA management guidance for DEAG based on publicly available materials (IFRS, preliminary). Converted to USD via average EUR/USD rate of 1.147. (1) Access to cash flow only upon 100% ownership of DEAG and subject to debt terms. (2) ENHA management guidance for DEAG (IFRS, preliminary). Converted to USD via average EUR/USD rate of 1.147. (3) Adjusted EBITDA provided on lease-adjusted basis. Refer to Appendix: LEASE-ADJUSTED EBITDA AND ENTERPRISE VALUE BRIDGE. (4) Estimate; ENHA management estimates for DEAG based on publicly available materials (5) Acquisition count reflects DEAG-completed transactions from 2019 through October 2026, per DEAG public filings. Strictly confidential All rights reserved | Enhanced 2026 2026E Revenue⁽²⁾ 2027E Revenue⁽²⁾ $520m $604m Core business overview Scale: one of Europe’s leading live-entertainment groups across music and non-music events Contributes experienced promoters, production teams, venue relationships and ticketing infrastructure across 25 locations Established execution platform for ENHA’s sports properties: repeatable formats, stronger event economics, new markets Successful history of buy-and-build M&A, especially in festivals and owned live-entertainment brands. Over 30 acquisitions since 2019⁽⁵⁾ 2026E Adjusted EBITDA⁽²⁾ 2027E Adjusted EBITDA⁽²⁾ $14m $27m Geographic expansion Established market access, local execution teams and distribution in seven core markets Hubs in Berlin (HQ), London, Dublin, Zurich, Milan and Barcelona; M&A-led entries into Ireland (2020), Scandinavia (2021), Spain (2023) and Italy (2024) DEAG ticket sales⁽²⁾ >12M >12M>11M>10M>9M >5M Pre-COVID 2022A 2023A 2024A 2025A 2026E⁽³⁾
Valuation11 ACQUISITION ECONOMICS ENHA is able to potentially acquire DEAG at highly accretive terms EV / 2027E revenue DEAG Select Public Companies 86% implied discount⁽⁵⁾ EV / 2027E adjusted EBITDA DEAG Select Public Companies 63% implied discount⁽⁵⁾ DEAG EV used: $139.4m / €121.6m transaction value (~€100m implied equity value at €4.00 per share plus net debt and adjusting for leases). DEAG's 0.2x and 5.3x multiples use this EV. On an IFRS basis (EV incl. leases €145.4m; IFRS EBITDA €31.6m), DEAG EV / 2027E EBITDA is 4.6x. Enterprise value $95.5m $139.4m⁽¹⁾ Market cap $97.3m $114.7m⁽²⁾ 2027E Rev. $66.1m⁽³⁾ $603.9m EV / Rev. 1.4x 0.2x 2027E Adj. EBITDA ($0.4m)⁽³⁾ $26.5m⁽³⁾⁽⁴⁾ EV / Adj. EBITDA n.m. 5.3x 0.2x 1.4x DEAG Entertainment Select public companies Live Nation EVENTIM TKO Group Select public company median 5.3x 14.1x $42.2bn ~$5.6bn⁽⁴⁾ $36.4bn $39.9bn $6.7bn $33.2bn $30.7bn $4.0bn $5.9bn 1.4x 1.4x 6.2x 1.4x $3.0bn $730.2m⁽⁴⁾ $2.4bn 14.1x 7.7x 15.0x 14.1x Live Entertainment scale at a 63–86% discount to public peersKey takeaway Source: FactSet as of 10/19/2026; ENHA management estimates for DEAG based on publicly available materials. Note: ENHA market capitalization based on approximately 13,681,637 Class A shares outstanding at ENHA's closing share price of $7.11 as of 11/4/2026 (all ENHA share and per-share figures reflect the 1-for-10 reverse stock split effective October 29, 2026); ENHA enterprise value reflects market capitalization less net cash. All EUR converted at the 90-day average EUR/USD of 1.147; multiples calculated in local currency. n.m. = not meaningful (negative EBITDA). (1) €121.6m transaction value (~€100m equity value + €39.8m net debt, adjusted for €23.8m in operating lease liabilities) converted at 90-day average EUR/USD of 1.147. (2) 24.98m shares * €4.00, converted at 90-day average EUR/USD of 1.147 (2027E). (3) ENHA management estimates for DEAG. (4) Provided on lease-adjusted basis. Refer to Appendix: LEASE-ADJUSTED EBITDA AND EV BRIDGE. (5) Multiples = EV / 2027E revenue or 2027E Adj. EBITDA (lease-adjusted; non-GAAP). Implied discount = 1 – (DEAG multiple / peer median). IFRS- basis EV / 2027E EBITDA: DEAG 4.6x; CTS Eventim 7.5x. Strictly confidential All rights reserved | Enhanced 2026
Valuation12 DISCOUNT TO PRIVATE LIVE ENTERTAINMENT TRANSACTIONS A very-well known full-stack platform spanning the entire live-entertainment value chain — at the lowest multiple of the group Superstruct See Tickets ATG EntertainmentDEAG KK V S Eventim A Announced Nov-2026 (pending) Jun-2024 Jun-2024 Aug-2026 (pending) $139.4m⁽¹⁾ ~$1.5bn ~$344m ~$6.0bn (£4.5bn)Enterprise value Adjusted EBITDA (LTM) ~$27m⁽²⁾ (FY27) ~$138m $30m ~$279m (impl.) 5.3x (FY27) ~10.8x ~11.5x ~21.6xEV / EBITDA 02 Revenue $604m (FY27) n/d $157m ~$1.24bn (FY Mar-25) A very-well known full- stack platformPan-European promoter: touring, festivals, spoken word, ticketing Pan-European festival group and promoter International ticketing (UK, US) plus Vivendi festival portfolio Global live-theatre group: venues, production and ticketing Platform description Covers all six capabilities; each precedent covers only part of the value chainScale / reach 12M+ tickets, 30+ festivals 80+ festivals, 10 cities 44M tickets, multi-city 70 venues, 18M+ visitors Event promotion & touring Yes Yes Partial Partial Owned festivals Yes Yes Partial — Arts, exhibitions & family Yes — — Yes Venues (owned & leased) Yes Yes, Leased — Yes Proprietary ticketing Yes — Yes Yes Buy-and-build engine Yes (30+) Yes — Yes Source: MARI, KKR, CVC and CTS Eventim press releases; Bloomberg, and FT as reported; Deal Press (2024–26); FactSet as of 10/19/2026. Note: EUR converted to USD at the 90-day average EUR/USD of 1.147; ATG at GBP/EUR 1.17; EBITDA implied from ~21.6x. n/d = not disclosed. (1) €121.6m transaction value (~€100m equity value + €39.8m net debt, adjusted for €23.8m in operating lease liabilities) converted at 90-day average EUR/USD of 1.147 (2027E) (2) Adjusted EBITDA provided on lease-adjusted basis. Refer to Appendix: LEASE-ADJUSTED EBITDA AND EV BRIDGE. Strictly confidential All rights reserved | Enhanced 2026 Key messages 01 ~60% average discount 5.3x EV / 2027E Adj. EBITDA for DEAG vs. ~10.8x–21.6x LTM paid in precedent transactions 03 Transaction Relevance All transactions shown on the page feature control premiums
Financials13 PRO-FORMA COMBINED FINANCIALS A combined platform at scale: 2026E and 2027E revenue and adj. EBITDA Pro-forma revenue and adj. EBITDA ($M) Commentary Scale Matters ENHA DEAG⁽¹⁾ PRO FORMA⁽²⁾ Growth A ~$670M topline company strengthens revenues, market cap, broader analyst coverage, deeper liquidity, and institutional and retail investor visibility Diversified Revenue Streams Ticketing, live events and consumer health broaden the revenue base$551.6m +21.5% Enhanced Games and Consumer Drive ENHA Growth Revenue growth Standalone ENHA revenue more than doubles in 2027 $670.0m DEAG Profitability Funds Investment Combined EBITDA turns positive in 2027 (~$26M), giving stability and a self-funding base to invest Immediate Margin Inflection ($39.4m) Combined EBITDA margin moves from (7.1%) to +3.9%, an ~11% point swing in one year+$65.5m Margin: (7.1%) EBITDA improvement More Levers to Hit the Plan $26.1m Two businesses give more revenue and cost levers Margin: 3.9% Synergies Are Upside None are in the numbers Source: ENHA management estimates for both ENHA and DEAG based on publicly available information. Note: EUR converted at 90-day average EUR/USD of 1.147. (1) Adjusted EBITDA provided on lease-adjusted basis. Refer to Appendix: LEASE-ADJUSTED EBITDA AND EV BRIDGE. (2) Pro forma combined figures are illustrative and unaudited and exclude the effects of transaction financing. Contains forward-looking statements; see 'Cautionary Note Regarding Forward-Looking Statements'. Revenue 2026E $32.0m $519.6m 2027E $66.1m $603.9m Adj. EBITDA 2026E ($53.0m) $13.6m⁽¹⁾ 2027E ($0.4m) $26.5m⁽¹⁾ Strictly confidential All rights reserved | Enhanced 2026
02. THE ENHANCED ENGINE Strictly confidential All rights reserved | Enhanced 2026
Company Evolution15 ENHANCED: CONCEPT TO GLOBAL STAGE IN 3.5 YEARS A track record of turning ambition into milestones, with DEAG as the next chapter. FOUNDATION COMMERCIAL LAUNCH JUN 2023 JAN 2024 FEB 2025 JAN–FEB 2026 FEB 2026 MAY 8, 2026 MAY 24, 2026 Enhanced founded Seed funding secured First world record swim Athlete preparation begins Live Enhanced introduced NYSE listing Inaugural Enhanced Games New model for elite sports and human performance. Backing from Apeiron, Peter Thiel and Balaji Srinivasan. Gkolomeev swims 20.89s. Documentary follows in May. UAE training and medical preparation, followed by the clinical study. Initial DTC orders begin. Full operations follow in May. ENHA begins trading on the New York Stock Exchange. Las Vegas debut. Gkolomeev swims 20.81s. PLATFORM EXPANSION JUL 2, 2026 JUL 11, 2026 AUG 18, 2026 OCT 2026 PROPOSED TRANSACTION ESPN E60, CNN, and beyond Featured in an ESPN documentary, a CNN interview and numerous other media appearances. Breakers debuts Los Angeles event features Pirón’s 100kg snatch. Enhanced OS announced AI-powered health and performance platform unveiled. Breakers 2 announced Eight swimmers. Las Vegas. Scheduled for December 19. DEAG acquisition Anchor acquisition adds live entertainment scale, ticketing infrastructure and a platform for further M&A. Sources: Company announcements and Enhanced Group Q2 2026 Form 10-Q. Proposed DEAG transaction subject to completion. Strictly confidential All rights reserved | Enhanced 2026
16 00:00 Enhanced Games · Film ENHANCED GAMES 2026 WATCH THE VIDEO Strictly confidential All rights reserved | Enhanced 2026
Sports17 ENHA’S PROVEN CAPABILITY TO CREATE PROPRIETARY SPORTS IP WITH GLOBAL REACH Developing from spectator sports to participatory, with growth acquisition opportunities presenting themselves To come in Q1 2027 2026 Enhanced Games Las Vegas Breakers 1: Los Angeles Enhanced x XYZ Enhanced Games – Annual Flagship Event Enhanced Breakers – Frequent Athletic Events⁽²⁾ Partner-led, Participatory Events⁽²⁾ The 2026 Enhanced Games achieved 1B engagements, 4,000 press articles, and more than 4M live viewers across platforms.⁽¹⁾ Smaller event series produced at lower cost, with fewer athletes. ‘Breakers 1’ (July 2026) achieved more than 50M engagements, and more than 2,000 organic clips.⁽¹⁾ By 2027 Enhanced is planning to co-brand participatory events across triathlon, run and endurance to allow fans to become part of the Enhanced sporting community. Revenue streams include sponsorship, media rights, ticket sales, economic development financing Produced primarily for content development and distribution, at a fraction of the Games cost Expected to be developed and led by proven partners, with a focus on community building and advertising of Enhancement Products⁽²⁾42 athletes achieved 21 personal bests and 1 world record 2 competing athletes; 1 world record 2027 Games: planning underway; scheduled for Q4 2027⁽²⁾ ‘Breakers 2’ planned for December 2026⁽²⁾ Proven, monetizable IP: $32m contracted sponsorship, $13m organic media value (2026)Key takeaway Source: ENHA management estimates; ENHA Press releases. ENHA engagement statistics are sourced from Ripple. (1) ENHA tracked figures through various platforms. (2) Contains forward-looking statements; see 'Cautionary Note Regarding Forward-Looking Statements'. Strictly confidential All rights reserved | Enhanced 2026
Live Enhanced18 LIVE ENHANCED CONSUMER OFFERING HAS LAUNCHED AND IS BUILDING MOMENTUM Sharing medical IP for becoming the best version of yourself, from elite athletes to aspiring consumers Rx Telehealth⁽¹⁾ Supplements⁽¹⁾ Enhanced OS⁽¹⁾S S E LAL EAL Today’s offering includes 12 prescription drugs across hormone therapies, metabolic regulation, peptides and cognitive enhancements. Regulatory tailwinds for peptides accelerating. Two supplement formulations designed by Enhanced’s medical commission, competing through one of the best and most affordable formulations on the market. A holistic approach to healthcare, combining diagnostics with personalized enhancement protocol design for consumers and health monitoring. Expected to launch in Q4 2026. Launched: Rx telehealth live in the US (12 prescription drugs); supplements in the US and EU; Enhanced OS expected to launch Q4 2026 in the US Trust and clinical credibility: Consumer confidence and defensible market position built by showcasing the efficacy and safety of Enhancements by elite athletes Owning the consumer health journey: The long-term opportunity is to deliver personalized recommendations that guide individuals on what to take and when, with protocols that dynamically evolve based on their changing needs and health outcomes. Athlete-validated health platform built for durable, scalable growthKey takeaway Source: ENHA Management. (1) See 'Risk Factors – Legal and regulatory' and 'Risk Factors – Health, safety and ethics'. (2) Supplements serves the US and 33 international countries. (3) Enhanced OS currently in beta testing phase in US. Note: Contains forward-looking statements; see 'Cautionary Note Regarding Forward-Looking Statements'. Strictly confidential All rights reserved | Enhanced 2026
03. THE PLATFORM
OPPORTUNITY Strictly confidential All rights reserved | Enhanced 2026
Group structure20 ANTICIPATED EVOLUTION FROM A SINGLE SPORTS IP TO A GLOBAL ACQUISITION PLATFORM Enhanced Group Inc $ENHA 77% initially acquired 100% 100% Live Events & Ticketing DEAG Sports Enhanced Games D2C Consumer Live Enhanced Festivals Family Events Touring Ticketing Spoken Word Event Services Enhanced Games Enhanced Breakers Enhanced Participatory Telehealth Supplements Enhanced OS DEAG is expected to transform ENHA into an acquisition platform for sports & live experiencesKey takeaway Sources: ENHA management guidance, ENHA SEC filings Strictly confidential All rights reserved | Enhanced 2026
Investment Thesis21 GROWTH STRATEGY ALIGNED WITH INDUSTRY TAILWINDS Building a global platform to capitalize on the experience opportunity ENHA is aiming to evolve from a single-IP company into a global platform at the crossover of sports and live experiences, combined with tech-enabled D2C businesses, like ticketing and telehealth – with DEAG as the first expected anchor acquisition in an M&A-led, global buy-and-build strategy.⁽³⁾ LIVE EXPERIENCES Digital D2C Businesses CONSOLIDATION PLATFORM Original Sports IP, scaled through DEAG Enhanced Games and Breaker Series: proprietary sports IP built for the social media age DEAG: touring, festivals, local promotion and spoken word ~6,000 events a year across the US and seven core European markets Health and Consumer Services Consumer Health: Rx (US), Supplements (Intl.) Potential tailwinds from US peptide regulations⁽²⁾ Ticketing: DEAG’s MyTicket and Gigantic Consumer Data: first-party data and access to 16m+ ticket buyers and live event viewers⁽¹⁾ DEAG is just the beginning Global consolidation opportunity in fragmented U.S. and European markets for sports and live entertainment⁽³⁾ Aggressive buy-and-build: sports, music, family entertainment, culture, venues DEAG: first expected anchor, with proven bolt-on M&A AI-resistant demand for real experiences, one global platform enhanced through digital experiencesKey takeaway Sources: DEAG and ENHA public filings. | (1) Live viewership is associated with Enhanced Games | (2) See 'Risk Factors – Legal and regulatory' and 'Risk Factors – Health, safety and ethics'. | (3) Contains forward-looking statements; see 'Cautionary Note Regarding Forward-Looking Statements'. Strictly confidential All rights reserved | Enhanced 2026
Platform upside22 CONSUMER FLYWHEEL BUILT AROUND 12M+ ATTENDEES AND 1B+ DIGITAL AUDIENCE⁽¹⁾ Scale amplifies value over time as data and touchpoints⁽¹⁾ compound 02 TICKETING OWNS THE CUSTOMER Proprietary platforms capture the transaction and first-party data Enhanced Group Inc $ENHA Scale amplifies value 01 MORE EXPERIENCES Festivals, tours, sports and cultural events draw 12M+ attendees a year 03 DATA IMPROVES MONETIZATION Better targeting, pricing, brand activations and sponsorship across all global events 05 REINVEST IN EXPERIENCES, ARTISTS & ATHLETES Higher lifetime value funds new formats and buy-and-build, increasing consumer retention 04 MORE TOUCHPOINTS, HIGHER LTV Cross-selling events, content, sponsorship and consumer products Data, ticketing and touchpoints compound customer lifetime value⁽¹⁾Key takeaway Source: ENHA management estimates, ENHA SEC filings (1) 1B people engaged by Enhanced Games across a 7-day period from May 24-30. 12M+ attendees reflects DEAG annual ticket sales (>12M, 2025A); 1B+ digital audience reflects cumulative 2026 Enhanced Games engagements across platforms. ENHA engagement statistics sourced from Ripple. Touchpoints and customer lifetime value are illustrative concepts and are not currently measured or reported metrics. Strictly confidential All rights reserved | Enhanced 2026
Platform Upside23 A CLEAR PATH TO ADDITIONAL M&A GROWTH DEAG as ENHA’s first anchor acquisition, followed by disciplined, accretive platform acquisitions at ENHA and continued bolt-on M&A at DEAG levels ENHA PLATFORM ACQUISITIONS: DEAG BOLT-ON ACQUISITIONS: Target segments Sports, Motorsports & eSports – Sports-event organisers, leagues, franchises, racing series and competitive gaming experiences. Telehealth & Consumer Health – Longevity, hormone and metabolic health platforms with recurring membership revenues. Ticketing & Consumer Platforms – Ticketing, event discovery, distribution and audience engagement platforms. National & International Promoters – Scaled concert, touring and live entertainment promoters. Family & Immersive Entertainment – Touring family shows, exhibitions, attractions and experiential entertainment. Smaller regional promoters, festivals, event IP owners and ticketing businesses with $10–30m+ revenue that DEAG or other acquired platforms could consolidate and which grow its financials tangibly, but still fit into existing activities. ENHA management has currently identified more than 20 potential bolt-on acquisition targets. Target segments Local & Regional Promoters Local & Regional Festivals Artist & Talent Management Theatre, Comedy & Spoken Word Family Entertainment Ticketing Platforms Event Production & Services Established businesses with $50–300m+ revenue each that ENHA could acquire directly across sports, live, and consumer, potentially through share consideration and boosting financials significantly / starting entirely new activities Source: ENHA management. Forward-looking; see 'Cautionary Note Regarding Forward-Looking Statements' Strictly confidential All rights reserved | Enhanced 2026
Why ENHA24 GROWING MARKET, ATTRACTIVE ENTRY, PROVEN M&A ENGINE Three reasons to invest: macro, valuation and M&A consolidation 1 MACRO TAILWINDS FOR EXPERIENCE ECONOMY AI adoption fuels the growth of a resilient market with few listed ways to invest ~$110B global live market growing at ~7% a year; 7.3% annual average growth in recession years 2 3 ATTRACTIVE VALUATION Entry at a deep discount to public and private peers DEAG at 5.3x 2027E Adj. EBITDA⁽¹⁾ vs. 14.1x public and 11.5x precedents peer median TRANSFORMATIONAL SCALE & M&A An established, sizeable platform from day one, built to consolidate Combined $670m revenue and $26m adj. EBITDA⁽¹⁾ in FY2027E⁽²⁾ Growing market. Attractive entry. Built for hypergrowth.Key takeaway Source: Goldman Sachs Global Investment Research, FactSet as of 10/19/2026 and ENHA management estimates for DEAG based on publicly available materials. DEAG Annual Financial Report FY2025. (1) Adjusted EBITDA is a non-GAAP measure provided on a lease-adjusted basis; EV / Adj. EBITDA multiples are calculated on the same basis. Refer to Appendix: LEASE-ADJUSTED EBITDA AND ENTERPRISE VALUE BRIDGE. (2) ENHA management estimates based on publicly available materials. Strictly confidential All rights reserved | Enhanced 2026
APPENDIX Strictly confidential All rights reserved | Enhanced 2026
Appendix26 PRO FORMA CAP TABLE LOCKUP TIMELINE Tradable ENHA Class A⁽¹⁾ shares at each release date DEAG Tranche 1 (accelerated with +100% on VWAP) DEAG Tranche 2 (accelerated with +150% on VWAP) DEAG Tranche 3 (accelerated with +200% on VWAP) Pre DeSPAC T+6M Unlock DEAG Acquisition / Nov PIPE Close Pre DeSPAC T+12M UnlockToday Total # Shares 10/21/2026 11/08/2026 01/15/2027 05/08/2027 07/15/2027 10/15/2027 01/15/2028 4,027,613 4,027,613 4,027,613 4,027,613 4,027,613 4,027,613 4,027,613 4,027,613 2,091,170 - 2,091,170 2,091,170 2,091,170 2,091,170 2,091,170 2,091,170 7,562,854 - - - 7,562,854 7,562,854 7,562,854 7,562,854 10,960,779 - - - - 3,653,593 7,307,186 10,960,779 2,109,705 - 2,109,705 2,109,705 2,109,705 2,109,705 26,752,121 4,027,613 6,118,783 6,118,783 15,791,342 19,444,935 23,098,528 26,752,121 200,084 - - - - - - - - - - - - - - 1,306,435 - - - - - - - 2,791,866 - - - - - - - - 13,681,637 13,681,637 26,752,121 26,752,121 26,752,121 26,752,121 26,752,121 - 2,091,170 - 7,562,854 3,653,593 3,653,593 3,653,593 - 4,027,613 6,118,783 6,118,783 15,791,342 19,444,935 23,098,528 26,752,121 - 29% 45% 23% 59% 73% 86% 100% - 71% 55% 77% 41% 27% 14% 0% Critical mass of insiders extends their initial 6 months lockup for 3.1M shares by an additional 6 months as they believe in the transaction and are in this for the long-term Key takeaway Source: ENHA Registration Statement S-1, ENHA Definitive Information Statement (DEF 14C), ENHA management; Notes: (1) Class B shares are voting shares; (2) Initial lockup release figure of 5.2M shares lowered to 2.1M shares by voluntary lockup extension of Apeiron, Martin and other key shareholders for 3.1M shares to 12 months, as announced on 11/2/2026; (3) Initial lockup release figure of 4.4M shares increased to 7.6M shares by the same voluntary lockup extension, as announced on 11/2/2026; (4) Pro forma: 77% of DEAG for ~11.0M ENHA shares at ~1 ENHA share per ~1.7 DEAG shares (~0.57-for-1 exchange ratio); exchange ratio based on €4.00 per DEAG share converted to USD and $8.00 per ENHA share. (5) November 2026 PIPE: ~$15m at the $7.11 issue price (2,109,705 shares); (6) Not tradeable until exercised; (7) Includes November 2026 PIPE shares from the Pre DeSPAC T+12M column, reflecting expected resale registration effectiveness ahead of that date Other Notes: All ENHA share and per-share figures reflect the Company's 1-for-10 reverse stock split effective October 29, 2026; post-split share counts are approximate and reflect rounding. Tradable = registered and outside lock-up. Release dates and tradable-float path: Contains forward-looking statements; see 'Cautionary Note Regarding Forward-Looking Statements'. See 'Risk Factors – Securities resale / overhang'. Given 3.1M insider shares lockup extension to T+12M: See 'Risk Factors – Apeiron conflict of interest'. Strictly confidential All rights reserved | Enhanced 2026 Issued Class A ENHA Shares Freely Tradeable Shares Today + Pre DeSPAC T+6M Unlock⁽²⁾ + Pre DeSPAC T+12M Unlock⁽³⁾ + New Shares for 77% DEAG Consideration⁽⁴⁾ + Nov 26 PIPE⁽⁵⁾ Total Other Financial Instruments⁽⁶⁾ Warrants (Nov 25 SAFE - $100.00) RSU / ESOP Total Effectively Freely Tradeable Total Issued Shares Newly Unlocked / Additionally Freely Tradeable Effectively Freely Tradeable Shares⁽⁷⁾ Freely Tradeable as % of Total Issued Shares Locked as % of Total Issued Shares Warrants (Jun 26 PIPE - $7.11, as reset for the November 2026 PIPE (subject to stockholder approval)) 1,285,347
Appendix27 PHASED ACQUISITION OF DEAG A staged and defined path to full ownership, with a ~77% first stake Phase 1: ~77% stake ~77% ownership at closing⁽¹⁾ ENHA acquires ~77% from Apeiron and co-investors⁽²⁾ Implied equity value of ~€100m for 100% (~25m shares at €4.00); ~1 ENHA share per ~1.7 DEAG shares (~0.57-to-1 Exchange Ratio) Majority control; DEAG fully consolidated Phase 2: Additional rollovers Toward full ownership Additional DEAG shareholders roll over into ENHA shares Mechanics, exchange ratio and timing to be confirmed Phase 3: Pursuit of full ownership Voluntary offer to achieve full ownership Further voluntary offer to buy out remaining DEAG shareholders to achieve full ownership⁽¹⁾ Mechanics, exchange ratio and timing to be confirmed Full ownership of 100% might unlock access to cash flow⁽¹⁾ ~77% 80-90%+ 90-100% ENHA Incremental Other shareholdersENHA ownership of DEAG (illustrative) Control and Consolidation of Group Financials achieved at Phase 1Key takeaway Source: ENHA management. Note: Illustrative; transaction terms subject to definitive documentation. Exchange ratio based on €4.00 per DEAG share converted to USD and $8.00 per ENHA share. Note: Subject to debt terms. (1) Subject to debt terms. (A) Contains forward-looking statements; see 'Cautionary Note Regarding Forward-Looking Statements'. (2) Apeiron is both ENHA's controlling stockholder and a seller of the DEAG shares. See 'Risk Factors – Apeiron conflict of interest'. Strictly confidential All rights reserved | Enhanced 2026
Appendix28 LEASE-ADJUSTED EBITDA AND ENTERPRISE VALUE BRIDGE IFRS 16 → Adjusted EBITDA on a like-for-like basis, translated to USD at the 90-day average EUR/USD⁽³⁾ Lease-adjusted EBITDA (FY2027E) DEAG Entertainment (ENHA acquisition, at €4.00 per share) Enterprise value bridge Lease-adjusted EV / EBITDA: 5.3x | IFRS EV / EBITDA: 4.6x IFRS EBITDA €31.6m IFRS enterprise value (transaction, incl. leases) €145.4m Less: operating lease cost (IFRS 16 → ASC 842) (€8.5m) Less: operating lease liabilities (€23.8m) Lease-adjusted EBITDA €23.1m Lease-adjusted EV €121.6m × EUR/USD (90-day average) 1.1⁽¹⁾ × EUR/USD (90-day average) 1.1⁽¹⁾ Lease-adjusted EBITDA (USD) $26.5m Lease-adjusted EV (USD) $139.4m Lease-adjusted EV / EBITDA: 7.7x | IFRS EV / EBITDA: 7.5xEVENTIM (Frankfurt, XETRA) IFRS EBITDA €667.0m⁽²⁾ IFRS enterprise value (market, incl. leases) €5,045.3m Less: operating lease cost (IFRS 16 → ASC 842) (€30.1m) Less: operating lease liabilities (€122.7m) Lease-adjusted EBITDA €636.9m Lease-adjusted EV €4,922.7m × EUR/USD (90-day average) 1.1⁽¹⁾ × EUR/USD (90-day average) 1.1⁽¹⁾ Lease-adjusted EBITDA (USD) $730.2m Lease-adjusted EV (USD) $5,643.8m Source: CTS Eventim Annual Reports 2023 and 2025; Note: FY2027E EBITDA; lease adjustment = ROU depreciation + lease interest (DEAG: €8.5m, LTM Jun-26) (all leases assumed operating). EV incl. NCI; Eventim at €62.10/share on 31 Dec 2025 balance sheet; DEAG at €4.00/share (24.98M shares) on 30 Jun 2026 balance sheet. 90-day average EUR/USD 1.147 (21 Jul – 19 Oct 2026). (1) Applied 90-day average EUR / USD rate of 1.147. (2) 2027E EBITDA derived from FactSet consensus as of 10/19/2026. (3) Lease-adjusted EBITDA and lease-adjusted EV are non-GAAP measures that adjust IFRS 16 figures toward a US GAAP (ASC 842) operating-lease presentation: operating lease cost (ROU depreciation + lease interest) is deducted from EBITDA and operating lease liabilities are excluded from EV. The most directly comparable reported measures, IFRS EBITDA and IFRS EV, are shown above with the resulting IFRS EV / EBITDA multiples; DEAG and CTS Eventim report under IFRS, not US GAAP. Strictly confidential All rights reserved | Enhanced 2026
Risk Factors29 RISK FACTORS An investment in Enhanced involves a high degree of risk. The following summarizes certain material risks; it is not exhaustive. Prospective investors should review the complete risk factors in the definitive offering materials before investing. These summary risk factors should be read together with the more complete "Risk Factors" in Part II, Item 1A of Enhanced's Form 10-Q for the quarter ended June 30, 2026, in Enhanced’s S-1 filed on August 25, 2026, and in its subsequent SEC filings, which this summary does not replace. Summary of Existing Enhanced Risks Financial and capital needs. Enhanced will need additional capital to fund its growth, and that capital may not be available on acceptable terms, or at all. Operating as a public company. Enhanced has limited experience operating as a public company and has previously identified material weaknesses in its internal control over financial reporting. Business model and operating market. Enhanced's business model is unproven, it has limited revenue, and the controversial nature of its business may limit demand and investor interest. Early-stage and evolving businesses. The Enhanced Games, Breaker Series, participatory events, and Live Enhanced consumer-health offerings have limited operating history and limited revenue, and may not achieve or sustain profitability. Legal and regulatory. Enhanced's business is subject to uncertain and evolving laws governing performance-enhancing substances, telehealth and prescription products, and its international expansion adds further regulatory exposure. Health, safety and ethics. Enhanced's permitting of athletes to use performance-enhancing substances creates health, safety and ethical risks that could result in injury, litigation and reputational harm. Competition and industry opposition. Enhanced faces intense competition from established sports and entertainment organizations, as well as opposition from sporting federations, anti-doping bodies and other groups. Share class structure. Enhanced's dual-class structure gives Apeiron a supermajority of voting power and makes Enhanced a "controlled company" exempt from certain NYSE governance requirements. Strictly confidential All rights reserved | Enhanced 2026
Risk Factors30 RISK FACTORS (Cont.) Risks Relating to the DEAG Transaction The DEAG transaction may not close, may close on terms different from those described, or may be delayed, because the timing and the mechanics remain subject to definitive documentation. Enhanced may not reach 100% ownership of DEAG, or may take longer or pay more to do so, because the further stake purchases and the steps to full ownership, including a further voluntary offer to acquire the remaining DEAG shares, are not assured and the route to full ownership has not been confirmed. Apeiron, our controlling stockholder, is also the seller of the DEAG shares and has interests that may differ from those of our other stockholders. The Transaction was reviewed and recommended by a special committee of independent and disinterested directors and was approved by Apeiron's written consent without a vote of our other stockholders. The special committee's financial advisor opinion addressed only limited matters and is not a view on value to investors. In connection with the Transaction, the special committee received an opinion from its financial advisor, Roth Capital, as to the fairness, from a financial point of view, of the consideration to be paid. The opinion was based on economic, market, and other conditions, and the information made available to the advisor, as of its date, and the advisor has no obligation to update, revise, or reaffirm it to reflect subsequent developments. The opinion addresses only the financial fairness of the consideration as of its date; it does not address the underlying business decision to proceed with the Transaction, the relative merits of the Transaction compared to any alternative, or the terms of any related arrangements, and it does not constitute a recommendation as to how any stockholder should act. The opinion is not, and should not be relied upon as, an indication of the actual value of DEAG or of Enhanced's securities, which may differ materially. Enhanced's issuance of Class A shares to Apeiron and to rollover DEAG shareholders, together with the shares to be issued in the proposed PIPE financing of approximately $15 million and the shares issuable on the reset of the June 2026 PIPE warrants, will dilute existing Class A shareholders' ownership and could adversely affect the market price of the Class A shares. DEAG prepares its financial statements under IFRS. Converting or reconciling them to U.S. GAAP could delay our SEC filings, increase costs, change how historical periods are presented, or produce financial information that differs materially from the figures in this presentation. Projections, management guidance, consensus estimates and illustrative pro forma information about DEAG and the combined business may not be realized, and investors should not rely on them as indicative of future results. DEAG's indebtedness, including its EUR 150 million (75 million EUR drawn) 7.75% senior unsecured bond due 2029, carries maintenance covenants and possible change-of-control rights that may restrict operations or require early repayment or refinancing. DEAG's German tax loss carryforwards may be limited or forfeited as a result of the ownership change, which could increase DEAG's tax liabilities and reduce expected cash flows. Enhanced may not successfully integrate DEAG or execute an M&A-led buy-and-build strategy, and expected synergies and cross-selling opportunities may not materialize. Non-controlling interests in DEAG and its subsidiaries will reduce Enhanced's economic interest in, and may limit its control over, DEAG's operations and cash flows. Cross-border operations expose Enhanced to EUR/USD currency fluctuations, EU regulation and German corporate-law constraints on a majority shareholder. Strictly confidential All rights reserved | Enhanced 2026
Risk Factors31 RISK FACTORS (Cont.) Risks Relating to DEAG's Business Risks Relating to the Securities DEAG's events may be cancelled or postponed, and its reliance on artists, venues and insurance may expose it to losses that insurance does not cover. The PIPE shares will be restricted securities and can be resold only under the resale registration statement or an exemption, and therefore investors may be unable to resell them. DEAG's seasonal business, working capital needs and ticketing float require bank pre-financing, and a loss of that financing could constrain its operations. A substantial number of Class A shares will become eligible for resale as lock-up restrictions expire and resale registration conditions are satisfied under the lock-up release schedule, increasing the tradable float from approximately 29% currently to approximately 45% following the initial release and to 100% by January 2028. A significant portion of the released shares is held by the Apeiron / Enhanced Holdings group. These releases, and sales or the perception that sales may occur, could cause the market price of the Class A shares to decline and could impair investors' ability to sell their shares at a favorable price. DEAG's handling of ticketing and consumer data exposes it to cybersecurity incidents and GDPR liability, which could result in fines, litigation and loss of customer trust. DEAG competes with larger and better-capitalized live entertainment and ticketing companies, and that competition may reduce its market share, pricing and margins. Association with Enhanced's controversial brand may harm DEAG's relationships with artists, venues, sponsors and ticketing partners, which could reduce DEAG's revenue and event pipeline. Risks Relating to Direct to Consumer Offerings Enhanced's recently launched direct to consumer health offerings, Rx Telehealth and Supplements, have a limited operating history and may not achieve or sustain profitability. Enhanced OS has not yet been launched and thus has no operating history on which to evaluate its prospects. There is no guarantee such product will be successful once it does launch, if at all. Therefore, the anticipated benefits of such products may never be realized. Following completion of the DEAG acquisition, the combined company will hold and rely on first-party data from 16M+ ticket buyers and live-event participants, substantially all of which is generated through DEAG’s ticketing and live-event operations. This data is subject to the GDPR and other privacy and data-security regimes, and the combined company’s collection, use, and cross-border transfer of it may be constrained by evolving legal requirements. A breach, cyber incident, or failure to comply could result in regulatory penalties, litigation, loss of customer trust, and reputational harm, and could impair the combined company’s ability to realize the anticipated benefits of its data assets. Risks Relating to New Business Strategy Enhanced is pursuing an acquisition-led growth strategy, beginning with its acquisition of a majority stake in DEAG. The success of this strategy will depend on Enhanced's ability to identify suitable acquisition targets, complete acquisitions on acceptable terms, obtain any required financing and integrate acquired businesses. There can be no assurance that Enhanced will successfully execute this strategy or realize its anticipated benefits, and any failure to do so could adversely affect Enhanced's results of operations and financial condition. Strictly confidential All rights reserved | Enhanced 2026