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: July 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 ☐
As previously
reported, on February 3, 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 a reverse share split of the Company’s ordinary shares (the “ordinary shares”)
at a ratio within a range of not less than 1-for-2 and not more than 1-for-20, and authorized the Board of Directors (the “Board”)
to determine the final ratio (the “Reverse Split”).
The Board
has determined to effect the Reverse Split at a ratio of 1-for-15, and, upon the Reverse Split becoming effective, every 15 ordinary
shares will be automatically combined and reclassified into one ordinary share. Enlivex expects that the ordinary shares will begin trading
on a split-adjusted basis on the Nasdaq Capital Market on July 9, 2026, and 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 2,375,000,000 to 158,333,334, and the par value of each ordinary share will ratably increase from NIS 0.40 to NIS 6.00. Additionally,
upon effectiveness of the Reverse Split, the number of Enlivex’s issued and outstanding ordinary shares will decrease from 252,480,222
to approximately 16,832,015, 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 July 7, 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. 333-252926,
File No. 333-286956, File
No. 333-292417, File
No. 333-294284 and File
No. 333-295215), filed with the SEC.
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| 99.1 |
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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.
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Enlivex Ltd. |
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(Registrant) |
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By: |
/s/ Oren Hershkovitz |
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Name:
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Oren Hershkovitz |
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Title: |
Chief Executive Officer |
Date: July 7, 2026
Exhibit
99.1
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July 7, 2026 |
Enlivex Announces 1-for-15 Reverse Stock Split Effective July 9, 2026
Nes-Ziona,
Israel, July 7, 2026 (GLOBE NEWSWIRE) -- Enlivex Ltd. (Nasdaq: ENLV) (“Enlivex” or the “Company”), a quality longevity
company, today announced a 1-for-15 reverse split (the “Reverse Split”) of its ordinary shares. Beginning on July 9, 2026,
the Company’s ordinary shares will trade on The Nasdaq Capital Market on a split-adjusted basis.
As
a result of the Reverse Stock Split, every fifteen 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 2,375,000,000 to 158,333,334, and the par
value of each ordinary share will ratably increase from NIS 0.40 to NIS 6.00. Additionally, upon effectiveness of the Reverse Split,
the number of Enlivex’s issued and outstanding ordinary shares will decrease from 252,480,222 to approximately 16,832,015, 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 M4130Y.
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
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.
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July 7, 2026 |
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,” and other words of similar meaning, including statements relating to 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 impact of expanded exchange listings and increased token liquidity on market participation and accessibility;
the potential effects of digital asset liquidity on the liquidity of the Company’s ordinary shares; macroeconomic, political, and regulatory
conditions surrounding digital assets; the Company’s plans for value creation and strategic positioning; market size and growth opportunities;
regulatory conditions; competitive position; technological and market trends; 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 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 Company’s operations and business, including the highly volatile nature of the price,
trading volume, and liquidity of RAIN and other cryptocurrencies; risks associated with digital asset exchange listings, trading venues,
and market infrastructure; 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
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