Enlivex Therapeutics Ltd SEC Filings

Enlivex Therapeutics (ENLV) reported a large financing and a major shift in how it will manage its capital. The company entered a private placement for 212,000,000 ordinary shares, or pre-funded warrants, at $1.00 per share or $0.999 per pre-funded warrant, with proceeds earmarked largely to build a digital asset treasury centered on RAIN tokens, plus stablecoins and other short-duration digital assets, to support ongoing operations and the RAIN ecosystem.

Pre-funded warrants are immediately exercisable at $0.001 per share with a 9.99% beneficial ownership cap, and investors receive resale registration rights. A shareholders’ agreement imposes staged lock-ups and provides for a warrant to buy 1,750,000 shares at $1.00 for Sobrinia Ltd. The company also adopted an ATM program of up to $299,553,108 of shares under its F-3 shelf, signed a three-year treasury management agreement for digital assets, obtained an option to buy up to $918.0 million of RAIN tokens (not using private placement proceeds), and accelerated vesting of all outstanding employee and executive equity awards at closing.

Enlivex Therapeutics Ltd. has launched an at-the-market equity program to sell up to $299,553,108 of ordinary shares through BTIG on Nasdaq or other U.S. markets. Net proceeds are intended mainly for acquiring RAIN governance tokens and building a new digital asset treasury business, alongside working capital and ongoing clinical, regulatory, manufacturing and R&D activities.

The company plans to concentrate its treasury in RAIN and use staking and DeFi strategies while relying on third-party custodians, exposing it to significant crypto price, liquidity, regulatory and cybersecurity risks. Enlivex continues its macrophage reprogramming program, reporting positive Phase IIa six‑month data in knee osteoarthritis patients aged 60+ with clinically meaningful pain and function improvements versus placebo. Recent actions also include a large private placement of 212,000,000 shares or pre-funded warrants at about $1.00 and an option to purchase up to $918.0 million of RAIN tokens.

Enlivex Therapeutics Ltd. (ENLV) filed a Form 6-K reporting that it has released six-month topline data from the Phase IIa stage of ENX-CL-05-001, a multi-center, two-stage Phase I/II double-blind, randomized, placebo-controlled trial of its Allocetra™ therapy in patients with moderate-to-severe knee osteoarthritis. The company furnished a detailed press release and an investor presentation as exhibits to this report. Selected topline data from the press release and key slides from the investor presentation are also incorporated by reference into several of Enlivex’s existing registration statements on Forms S-8 and F-3, linking these new clinical results to documents that can support potential future securities offerings.

Enlivex Therapeutics Ltd. (ENLV) reported that it held its 2025 Annual General Meeting of Shareholders on November 17, 2025. Shareholders voted on proposals described in the earlier notice and proxy statement, and each proposal was approved by the required majority. The company also stated that this report is incorporated by reference into its existing registration statements on Forms S-8 and F-3, which helps keep those filings updated with its latest corporate actions.

Enlivex Therapeutics Ltd. reported that its 2025 Annual General Meeting of Shareholders was convened but adjourned due to a lack of quorum. The meeting will reconvene on November 17, 2025 at 7:00 p.m. Israel time at the company’s offices in Nes Ziona, Israel.

Voting deadlines were extended: mailed proxies are due by November 14, 2025 at 7:00 p.m. Israel time, and telephone or internet voting is open until November 13, 2025 at 11:59 p.m. Eastern time. Shareholders holding through the Tel Aviv Stock Exchange may vote in person with an Ownership Certificate, by proxy with an Ownership Certificate delivered by November 13, 2025 at 7:00 p.m. Israel time, or electronically via the Israel Securities Authority system until 1:00 p.m. Israel time on November 17, 2025.

Enlivex Therapeutics Ltd. filed a Form 6-K to report its Annual General Meeting of Shareholders is scheduled for November 10, 2025 at 7:00 p.m. Israel time at the company's offices, 14 Einstein Street, Nes Ziona, Israel. The report states that the meeting notice, proxy statement and a form of proxy card are attached as Exhibit 99.1 and Exhibit 99.2 and are incorporated by reference into the report. The filing is signed by CEO Oren Hershkovitz.