STOCK TITAN

Enhanced Group Inc. (ENHA) holder gets 3,020,565 shares and matching warrants

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Apeiron Investment Group Ltd. reported acquisition or exercise transactions in this Form 4 filing.

Apeiron Investment Group Ltd., as nominee for Enhanced Holdings LP, received 3,020,565 shares of Enhanced Group Inc. Class A Common Stock and 3,020,565 Warrants in the first tranche of a private placement at a combined purchase price of $3.89 per share and Warrant. The Warrants have a five-year term and may be accelerated if the stock trades at or above $20 for twenty consecutive trading days. After this issuance, entities associated with Christian Angermayer indirectly hold 32,712,812 Class A shares; he may be deemed to share beneficial ownership but disclaims it except for his pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider Apeiron Investment Group Ltd., Enhanced Holdings LP, Angermayer Christian
Role Director, 10% Owner | Director, 10% Owner | Director, 10% Owner
Type Security Shares Price Value
Grant/Award Warrants F1, F3, F2 3,020,565 -- --
Grant/Award Class A Common Stock F1, F2 3,020,565 -- --
Holdings After Transaction: Warrants — 3,020,565 shares (Indirect, See Footnote); Class A Common Stock — 32,712,812 shares (Indirect, See Footnote)
Footnotes (3)
  1. F1. Represents securities received pursuant to a securities purchase agreement between the Issuer and Apeiron Investment Group Ltd. ("Apeiron"), pursuant to which the Issuer agreed to issue and sell in tranches to Apeiron in a private placement (the "Private Placement") (A) 5,141,388 shares of Class A Common Stock and (B) warrants to purchase 5,141,388 shares of Class A Common Stock (the "Warrants"). The Class A Common Stock and Warrants will be issued separately. The combined purchase price per share of Class A Common Stock and accompanying Warrant is $3.89. On July 22, 2026, the first tranche of the Private Placement closed.
  2. F2. The securities reported herein are held of record by Apeiron Investment Group Limited, as nominee for Enhanced Holdings LP. Christian Angermayer is the sole voting shareholder of Apeiron Investment Group Ltd., which is the sole shareholder of Enhanced Holdings GP, which is the general partner of Enhanced Holdings LP. As a result, each of the foregoing entities and Mr. Angermayer may be deemed to share beneficial ownership over the securities reported herein. Mr. Angermayer disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
  3. F3. The Warrants are currently exercisable and have a five-year term, which may be accelerated if the Class A Common Stock trades at or above $20 for at least twenty consecutive trading days.
Class A shares acquired 3,020,565 shares First tranche of private placement on July 22, 2026
Warrants acquired 3,020,565 Warrants Derivative securities received in the same July 22, 2026 tranche
Combined purchase price $3.89 Per share of Class A Common Stock and accompanying Warrant in the Private Placement
Indirect Class A holdings after transaction 32,712,812 shares Total Class A Common Stock indirectly held following the reported stock acquisition
Total shares under agreement 5,141,388 shares Aggregate Class A Common Stock to be issued in all tranches of the Private Placement
Total Warrants under agreement 5,141,388 Warrants Aggregate Warrants to purchase Class A Common Stock under the securities purchase agreement
Warrant term five-year term Stated duration of the Warrants received in the Private Placement
Acceleration price threshold $20 Stock price at or above $20 for twenty consecutive trading days may accelerate Warrant term
securities purchase agreement financial
"Represents securities received pursuant to a securities purchase agreement between the Issuer and Apeiron"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
private placement financial
"the Issuer agreed to issue and sell in tranches to Apeiron in a private placement"
A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.
Warrants financial
"warrants to purchase 5,141,388 shares of Class A Common Stock (the "Warrants")"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
beneficial ownership financial
"may be deemed to share beneficial ownership over the securities reported herein"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"Mr. Angermayer disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein"

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FAQ

What did Apeiron Investment Group acquire in Enhanced Group Inc. (ENHA)?

Apeiron Investment Group acquired 3,020,565 shares of Class A Common Stock and 3,020,565 Warrants in the first tranche of a private placement, at a combined purchase price of $3.89 per share of stock and accompanying Warrant.

What is the total size of the private placement for Enhanced Group Inc. (ENHA)?

The securities purchase agreement covers up to 5,141,388 shares of Class A Common Stock and 5,141,388 Warrants, to be issued in tranches to Apeiron Investment Group in a private placement with a combined price of $3.89 per share and Warrant.

What are the key terms of the Warrants in Enhanced Group Inc. (ENHA)?

The reported Warrants are currently exercisable, have a five-year term, and may be accelerated if the Class A Common Stock trades at or above $20 for at least twenty consecutive trading days, as described in the transaction footnotes.

How many Enhanced Group Inc. (ENHA) shares are held after this transaction?

Following the acquisition, entities associated with Enhanced Holdings LP indirectly hold 32,712,812 shares of Enhanced Group Inc. Class A Common Stock, as reported in the filing’s post-transaction holdings column for the non-derivative stock position.

What is Christian Angermayer’s relationship to Enhanced Group Inc. (ENHA) holdings?

Christian Angermayer is the sole voting shareholder of Apeiron Investment Group Ltd., which ultimately controls Enhanced Holdings LP. He may be deemed to share beneficial ownership of the reported securities but disclaims such ownership except to the extent of his pecuniary interest.
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Apeiron Investment Group Ltd.

(Last)(First)(Middle)
TRIQ IS-SALIB TAL-IMRIEHEL
ZONE 3, CBD

(Street)
BIRKIRKARAMALTA3020

(City)(State)(Zip)

MALTA

(Country)
2. Issuer Name and Ticker or Trading Symbol
Enhanced Group Inc. [ ENHA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/22/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Class A Common Stock07/22/2026A(1)3,020,565A(1)32,712,812ISee Footnote(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Warrants$3.8907/22/2026A3,020,565 (3) (3)Class A Common Stock3,020,565(1)3,020,565ISee Footnote(2)
1. Name and Address of Reporting Person*
Apeiron Investment Group Ltd.

(Last)(First)(Middle)
TRIQ IS-SALIB TAL-IMRIEHEL
ZONE 3, CBD

(Street)
BIRKIRKARAMALTA3020

(City)(State)(Zip)

MALTA

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Enhanced Holdings LP

(Last)(First)(Middle)
TRIQ IS-SALIB TAL-IMRIEHEL
ZONE 3, CBD

(Street)
BIRKIRKARAMALTA3020

(City)(State)(Zip)

MALTA

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Angermayer Christian

(Last)(First)(Middle)
TRIQ IS-SALIB TAL-IMRIEHEL
ZONE 3, CBD

(Street)
BIRKIRKARAMALTA3020

(City)(State)(Zip)

MALTA

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. Represents securities received pursuant to a securities purchase agreement between the Issuer and Apeiron Investment Group Ltd. ("Apeiron"), pursuant to which the Issuer agreed to issue and sell in tranches to Apeiron in a private placement (the "Private Placement") (A) 5,141,388 shares of Class A Common Stock and (B) warrants to purchase 5,141,388 shares of Class A Common Stock (the "Warrants"). The Class A Common Stock and Warrants will be issued separately. The combined purchase price per share of Class A Common Stock and accompanying Warrant is $3.89. On July 22, 2026, the first tranche of the Private Placement closed.
2. The securities reported herein are held of record by Apeiron Investment Group Limited, as nominee for Enhanced Holdings LP. Christian Angermayer is the sole voting shareholder of Apeiron Investment Group Ltd., which is the sole shareholder of Enhanced Holdings GP, which is the general partner of Enhanced Holdings LP. As a result, each of the foregoing entities and Mr. Angermayer may be deemed to share beneficial ownership over the securities reported herein. Mr. Angermayer disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
3. The Warrants are currently exercisable and have a five-year term, which may be accelerated if the Class A Common Stock trades at or above $20 for at least twenty consecutive trading days.
Apeiron Investment Group Ltd., By: /s/ Sanad Abushala, Director07/24/2026
Enhanced Holdings GP, By: Apeiron Investment Group Ltd., its sole stockholder, By: /s/ Sanad Abushala, Director07/24/2026
Enhanced Holdings LP, By: Enhanced Holdings GP, its general partner, By: Apeiron Investment Group Ltd., its sole stockholder, By: /s/ Sanad Abushala, Director07/24/2026
/s/ Christian Angermayer07/24/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)