Enlivex Ltd. SEC Filings

Enlivex Ltd. entered into a Securities Purchase Agreement with the Rain Foundation for a private placement of up to $400,000,000 of ordinary shares or pre-funded warrants. The purchase price is $5.00 per share ($4.999 per pre-funded warrant) when paid in U.S. dollars, USDT or USDC, and $6.00 per share ($5.999 per pre-funded warrant) when paid in RAIN tokens. Rain has currently elected to fund the purchase using RAIN tokens but may switch to cash or stablecoins before closing.

Each pre-funded warrant is immediately exercisable at $0.001 per ordinary share, has no expiration and is subject to a beneficial ownership limitation that cannot exceed 24.9%. Enlivex also obtained a put option allowing it, at its discretion, to require Rain to purchase up to an additional $400,000,000 of equity securities at the same prices during a period of up to 36 months from closing, subject to earlier termination events.

Rain agreed not to transfer the acquired securities until 20% are released when the resale registration statement becomes effective and the remaining 80% are released ratably on a daily basis over six months starting six months after that date. Closing requires shareholder approval under Israeli law and Nasdaq rules. Enlivex plans to use substantially all net proceeds paid in dollars or stablecoins to acquire RAIN tokens, support its digital asset treasury strategy, pay transaction costs and repay indebtedness, while any RAIN proceeds will be held in dedicated treasury wallets. A registration rights agreement will require Enlivex to register the resale of the shares and warrant shares until Rain has sold them or can rely on Rule 144.

Enlivex Ltd. entered into a securities purchase agreement with a single institutional investor for a private placement of $400,000,000 of ordinary shares (or equivalents). Shares will be priced at $5.00 when funded in U.S. dollars, USDT or USD Coin, and $6.00 when funded in RAIN tokens, representing premiums of 17.4% and 40.8% to the July 27, 2026 closing price, for expected gross proceeds of approximately $400,000,000 before expenses.

The investor has currently elected to fund the purchase price using RAIN tokens, an election that may change before closing. Enlivex plans to use net proceeds to further its prediction markets treasury strategy built around the Rain protocol and to continue advancing Allocetra™, its clinical-stage immunotherapy for age-related osteoarthritis.

The agreement also grants Enlivex a discretionary right, exercisable over 36 months after closing, to require the investor to purchase up to an additional $400,000,000 of ordinary shares on the same pricing terms. Closing and the put right are subject to shareholder approval under Nasdaq Listing Rules 5635(a) and 5635(b) and Section 274 of the Israeli Companies Law.

Enlivex Ltd. reported an update on its digital asset treasury built around the RAIN token. As of July 18, 2026, net asset value per ordinary share was $66.16, and the company held 79,550,593,122 RAIN tokens with a total value of approximately $1.1 billion. Updated unaudited, mark-to-market treasury metrics are available on its public dashboard.

Enlivex describes itself as a quality longevity company advancing Allocetra, an advanced clinical-stage immunotherapy targeting inflammatory conditions associated with aging, with a primary focus on age-related osteoarthritis. Alongside this clinical portfolio, it operates a prediction markets treasury strategy using the Rain protocol on Arbitrum, combining therapeutic development with exposure to the emerging prediction markets ecosystem. The company notes that expectations regarding its digital asset strategy, RAIN token markets, and clinical and regulatory outcomes involve significant risks and uncertainties.

Enlivex Ltd. reports that the U.S. Food and Drug Administration has granted Regenerative Medicine Advanced Therapy (RMAT) designation to Allocetra™, its clinical-stage immunotherapy, for treating age-related symptomatic knee osteoarthritis in patients aged 64 and older. RMAT status is based on a completed Phase I/IIa trial in which Allocetra™ showed statistically significant and clinically meaningful improvements in knee pain and physical function versus placebo, with durability of response through at least six months. Enlivex has started a randomized, controlled Phase IIb trial in the United States and European Union, planning to enroll 182 primary knee osteoarthritis patients aged 64 and older, and expects top-line data by the end of the second quarter of 2027. In connection with the designation, the FDA has requested a Type B meeting to discuss the Allocetra™ development program. Enlivex also describes itself as a quality longevity company that combines development of Allocetra™ with a prediction markets treasury strategy built around the Rain Protocol.

Enlivex Ltd. is implementing a 1-for-15 reverse split of its ordinary shares, effective when trading begins on a split-adjusted basis on July 9, 2026 on the Nasdaq Capital Market under the symbol ENLV.

Every 15 ordinary shares will be combined into one, reducing authorized ordinary shares from 2,375,000,000 to 158,333,334 and increasing par value per share from NIS 0.40 to NIS 6.00. Issued and outstanding ordinary shares will decrease from 252,480,222 to approximately 16,832,015, with fractional shares rounded up to the nearest whole share. Ownership percentages and voting rights remain essentially unchanged, aside from minor rounding effects.

The company describes itself as a quality longevity business developing its Allocetra™ immunotherapy for age-related inflammatory conditions, alongside a prediction markets treasury strategy built around the Rain Protocol on Arbitrum.

Enlivex Ltd. reported that its primary treasury asset, the RAIN token, is expected to begin trading on the Gate cryptocurrency exchange on June 24, 2026 at 10:00 AM UTC. Gate is described as one of the world’s largest digital asset platforms by spot trading volume and liquidity.

Enlivex highlighted that the Gate listing expands RAIN’s exchange infrastructure and is intended to increase accessibility, global reach, and token liquidity. The company’s digital asset treasury strategy is centered on acquiring RAIN tokens.

Enlivex previously disclosed that, as of June 21, 2026, it held 79,568,550,005 RAIN tokens with a total value of approximately $1.14 billion, corresponding to a treasury NAV per share of $4.67. The company continues to advance its Allocetra immunotherapy programs while maintaining this prediction-markets-focused treasury approach.

Enlivex Ltd. reported an update on its digital asset treasury, focusing on its RAIN token position. As of June 20, 2026, the company held 79,568,550,005 RAIN tokens, with an approximate mark-to-market value of $1.14 billion. Based on these holdings relative to its ordinary shares outstanding, Enlivex reported an unaudited Treasury NAV per Share of $4.67 as of the same date. Updated treasury metrics are available on the company’s public dashboard, while broader token trading data is accessible via a third‑party crypto data site. Enlivex reiterates that its business combines clinical-stage longevity therapeutics (Allocetra™) with a prediction markets‑driven treasury strategy centered on the Rain protocol and highlights extensive risks and uncertainties around digital assets, regulation, market conditions, and RAIN price and liquidity.

Enlivex Ltd. reported an updated position in its digital asset treasury, stating that as of May 27, 2026 it held 79,568,550,005 RAIN tokens valued at approximately $1.16 billion. Management frames RAIN as a core treasury asset alongside its longevity-focused Allocetra™ immunotherapy programs.

The Rain Foundation, which oversees the Rain protocol used in Enlivex’s prediction markets strategy, has appointed five well-known crypto and blockchain figures to its advisory board and committed $100 million of liquidity to the protocol. The Foundation reports more than 29,000 users and over 100 million RAIN tokens burned via its buyback-and-burn mechanism, positioning Rain as the third-largest prediction market protocol globally by Total Value Locked compared with about $450 million for category leader Polymarket.

Enlivex Ltd. reported that the Rain Foundation has committed $100 million in additional liquidity to the Rain prediction markets protocol, split between $50 million in USDT and $50 million in RAIN tokens. This liquidity currently makes Rain the third-largest prediction market protocol globally by Total Value Locked, alongside Polymarket, which has about $450 million in TVL.

Enlivex’s Executive Chairman described Rain’s new ranking as an important milestone for Rain and a validation of Enlivex’s prediction markets–focused treasury strategy. Enlivex currently holds approximately 79,568,550,005 RAIN tokens and expects the continued development of prediction markets to support the strategic value of these holdings, alongside its clinical-stage Allocetra™ immunotherapy programs.