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: May 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 May 15,
2026, Enlivex Ltd., a company organized under the laws of the State of Israel (“Enlivex”), issued
a press release announcing that it has received a notice (the “Notice”) from the Nasdaq Capital Market LLC, stating that the
closing price of the Company’s ordinary shares during the 30 consecutive business days prior to the date of the Notice did not meet
the $1.00 minimum bid price requirement in accordance with Nasdaq Listing Rule 5550(a)(2). 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: |
Oren Hershkovitz |
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Title: |
Chief Executive Officer |
Date: May 15, 2026
Exhibit 99.1
Enlivex Announces Receipt of Nasdaq Minimum Bid Price Notification
Nes-Ziona, Israel, May 15, 2026 (GLOBE NEWSWIRE) -- Enlivex Ltd. (Nasdaq:
ENLV, “Enlivex” or the “Company”), a quality longevity company powered by a prediction markets treasury, today
announced that it has received a notice (the “Notice”) from the Nasdaq Stock Market LLC (“Nasdaq”), stating that
the closing bid price of the Company’s ordinary shares during the 30 consecutive business days prior to the date of the Notice did
not meet the $1.00 minimum bid price requirement in accordance with Nasdaq Listing Rule 5550(a)(2).
Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has been
provided with an initial period of 180 calendar days, or until November 9, 2026, to regain compliance with the minimum bid price requirement.
To regain compliance, the closing bid price of the ordinary shares must be at least $1.00 for a minimum of 10 consecutive business days
(with such compliance period extendable at the discretion of Nasdaq) prior to November 9, 2026. Nasdaq would then provide a written confirmation
of compliance, and the matter will be closed.
If the Company is unable to regain compliance by November 9, 2026,
the Company may be eligible for an additional 180 calendar day compliance period to demonstrate compliance with the minimum bid price
requirement. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares
and all other initial listing standards for The Nasdaq Capital Market, with the exception of the minimum bid price requirement, and will
need to provide written notice to Nasdaq of its intention to cure the deficiency during the second compliance period, by effecting a reverse
stock split, if necessary, and it must otherwise appear to Nasdaq that the Company is capable of curing the deficiency. If the Company
does not qualify for the second compliance period or fails to regain compliance during the second 180 calendar day period, then Nasdaq
will notify the Company that its ordinary shares are subject to delisting, at which time the Company would have an opportunity to appeal
the delisting determination to a Hearings Panel.
The Company will monitor the closing bid price of its ordinary shares.
Receipt of the Notice has no immediate effect on the Company’s Nasdaq listing or the trading of its ordinary shares, nor does receipt
of the Notice have any effect on the Company’s business operations.
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 token, which is the token of 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,”
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