UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
6-K
Report
of Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16
under
the Securities Exchange Act of 1934
For
the month of: October 2026
Commission
file number: 001-36578
ENLIVEX
LTD.
(Translation
of registrant’s name into English)
14
Einstein Street, Nes Ziona, Israel 7403618
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
On
October 22, 2026, Enlivex Ltd., a company organized under the laws of the State of Israel (“Enlivex” or the “Company”),
held an Extraordinary General Meeting of Shareholders of the Company, at which, among other things, the shareholders voted on and approved
(i) a reverse share split of the ordinary shares at a ratio within a range of not less than 1-for-13 to not more than 1-for-16, to be
effected as soon as practicable following shareholder approval, and to authorize the Board of Directors of the Company (the “Board”)
to determine the final ratio within such range, and (ii) one or more additional reverse share splits of the ordinary shares at an aggregate
ratio within a range of not less than 1-for-2 to not more than 1-for-1,000, to be effected (if at all) on one or more dates to be determined
by the Board within the 12-month period immediately following the meeting, and to amend the Company’s Articles of Association accordingly
in connection with each such reverse share split.
In
accordance with the foregoing authority, the Board has determined to effect
a reverse share split of the ordinary shares at a ratio of 1-for-16 (the “Reverse Split”), such that upon the Reverse
Split becoming effective, every 16 ordinary shares will be automatically combined and reclassified into one ordinary share. The ordinary
shares will begin trading on a split-adjusted basis on the Nasdaq Capital Market on October 27, 2026. The ordinary shares will continue
to trade under the symbol “ENLV”. Upon effectiveness of the Reverse Split, the number of Enlivex’s authorized ordinary
shares will be ratably reduced from 158,333,333 to 9,895,833, and the par value of each ordinary share will ratably increase from NIS
6.00 to NIS 96.00. Additionally, upon effectiveness of the Reverse Split, the number of issued and outstanding ordinary shares will decrease
from 24,511,905 to approximately 1,531,995, subject to adjustment based on the rounding of fractional shares.
No
fractional ordinary shares will be issued as a result of the Reverse Split. All fractional shares will be rounded up to the nearest whole
ordinary share. In addition, a proportionate adjustment will be made to the per share exercise price and the number of shares issuable
upon the exercise of all of Enlivex’s outstanding warrants and options. The Reverse Split does not affect any shareholder’s
ownership percentage of the ordinary shares (except for adjustments that may result from the rounding up of fractional shares) or modify
any voting rights or other terms of the ordinary shares.
The
Company’s transfer agent, VStock Transfer, LLC, is acting as exchange agent for the Reverse Split and will send instructions to
shareholders of record regarding the exchange of certificates for ordinary shares.
On
October 22, 2026, Enlivex issued a press release announcing the Reverse Split. A copy
of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The
information contained in this Report on Form 6-K (including the exhibit hereto) is hereby incorporated by reference into the Company’s
registration statements on Forms S-8, F-3 and F-3MEF (File No. 333-256799,
File No. 333-232413,
File No. 333-232009,
File No. 333-252926,
File No. 333-286956, File No.
333-292417, File No. 333-294284,
File No. 333-295215 and File
No. 333-298071), filed with
the SEC.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release |
SIGNATURES
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, thereunto duly authorized.
| |
Enlivex
Ltd. |
| |
(Registrant) |
| |
|
| |
By: |
/s/
Oren Hershkovitz |
| |
Name: |
Oren
Hershkovitz |
| |
Title: |
Chief
Executive Officer |
Date:
October 22, 2026
Exhibit
99.1
Enlivex
Announces 1-for-16 Reverse Share Split to be Effective October 27, 2026
Nes-Ziona,
Israel, Oct. 22, 2026 (GLOBE NEWSWIRE) -- Enlivex Ltd. (Nasdaq: ENLV) (“Enlivex” or the “Company”), a quality longevity company powered by a prediction markets treasury, today
announced a 1-for-16 reverse split (the “Reverse Split”) of its ordinary shares, which will become effective on October 27,
2026, on which date the Company’s ordinary shares will trade on The Nasdaq Capital Market on a split-adjusted basis.
As
a result of the Reverse Split, every 16 ordinary shares will automatically be combined into one ordinary share. Upon effectiveness of
the Reverse Split, the number of authorized ordinary shares will be ratably reduced from 158,333,333 to 9,895,833, and the par value
of each ordinary share will ratably increase from NIS 6.00 to NIS 96.00. Additionally, upon effectiveness of the Reverse Split, the number
of Enlivex’s issued and outstanding ordinary shares will decrease from 24,511,905 to approximately 1,531,995, subject to adjustment
based on the rounding of fractional shares.
No
fractional ordinary shares will be issued as a result of the Reverse Split. All fractional shares will be rounded up to the nearest whole
ordinary share. In addition, a proportionate adjustment will be made to the per share exercise price and the number of shares issuable
upon the exercise of all of Enlivex’s outstanding warrants and options. The Reverse Split will not affect any shareholder’s
ownership percentage of the ordinary shares (except for adjustments that may result from the rounding up of fractional shares) or modify
any voting rights or other terms of the ordinary shares.
The
Company’s ordinary shares will continue to trade on The Nasdaq Capital Market under the symbol “ENLV”. The new CUSIP
number for the ordinary shares following the Reverse Split will be M4130Y205.
The
Company’s transfer agent, VStock Transfer, LLC, is acting as exchange agent for the Reverse Split and will send instructions to
shareholders of record regarding the exchange of certificates for ordinary shares.
About
Enlivex (Nasdaq: ENLV)
Enlivex
is a quality longevity company powered by a prediction markets treasury. The Company is advancing Allocetra™, an advanced clinical-stage
immunotherapy targeting inflammatory conditions associated with aging, with a primary focus on age-related osteoarthritis. In addition
to its clinical programs, Enlivex operates a prediction markets treasury strategy built around the Rain protocol, the leading decentralized
prediction markets infrastructure on Arbitrum. This dual strategy combines the development of quality longevity therapeutics with exposure
to the emerging prediction markets ecosystem.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements may be identified by words such as “expects,”
“plans,” “projects,” “will,” “may,” “anticipates,” “believes,”
“should,” “would,” “could,” “intends,” “estimates,” “suggests,”
“target,” “has the potential to,” “goal,” “on track,” and other words of similar meaning,
including statements relating to the Company’s cost reduction plan, including the expected reductions in operating expenses and
cash burn, the expected timing and amount of related restructuring charges, and the Company’s ability to fund its operations; the
Company’s need for, and ability to obtain, additional financing; the progress, enrollment, design and expected timing of completion
of the Company’s Phase 2b clinical trial of ALLOCETRA™; the expected timing of topline six-month data from the Phase 2b trial;
the potential benefits of RMAT designation; the anticipated benefits of the Company’s digital asset treasury strategy; the assets
to be held by the Company; the expected future market, price, trading activity, and liquidity of the RAIN token; the Company’s
plans for value creation and strategic positioning; market size and growth opportunities; regulatory conditions; competitive position;
future financial condition and performance; expected clinical trial results; market opportunities for the results of current clinical
studies and preclinical experiments; and the effectiveness of, and market opportunities for, ALLOCETRA™ programs. Each forward-looking
statement contained in this press release is subject to risks and uncertainties that could cause actual results to differ materially
from those expressed or implied by such statement. Applicable risks and uncertainties include, among others, the risk that the cost reduction
plan may not achieve the anticipated savings, may take longer than expected to implement, or may result in unanticipated costs or disruptions,
including to the conduct of the Phase 2b trial; the risk that the Company will be unable to obtain additional financing on acceptable
terms, or at all, to fund the Phase 2b trial through topline data; risks related to the timing of patient enrollment and the conduct,
completion and results of clinical trials; the risk that results of earlier clinical trials, including the Phase 1/2a trial, may not
be predictive of results of later trials, including the Phase 2b trial; the risk that RMAT designation may not result in a faster development
or regulatory review process and does not increase the likelihood of regulatory approval; the risk that the Company may not obtain regulatory
approval for ALLOCETRA™ on the anticipated timeline or at all; the risk of failure to realize the anticipated benefits of the Company’s
digital asset treasury strategy; changes in business, market, financial, political, and regulatory conditions; risks relating to the
highly volatile nature of the price, trading volume, and liquidity of RAIN and other cryptocurrencies; the risk that the price and liquidity
of the Company’s ordinary shares may be correlated with the price or liquidity of the digital assets it holds; risks related to
increased competition in the industries in which the Company operates; risks relating to significant legal, commercial, regulatory, and
technical uncertainty regarding digital assets generally; risks relating to the treatment of crypto assets for U.S. and foreign tax purposes;
and those risks and uncertainties identified in the Company’s filings with the Securities and Exchange Commission. The forward-looking
statements in this press release speak only as of the date of this document, and the Company undertakes no obligation to update or revise
any of these statements, except as required by applicable law.
ENLIVEX
CONTACT
Shachar
Shlosberger, CFO
Enlivex
Ltd.
shachar@enlivex.com
