Enlivex (Nasdaq: ENLV) adds $21M financing and $20M share repurchase plan

Rhea-AI Filing Summary

Enlivex Ltd. entered a $21 million senior secured convertible note financing with Lind Global, receiving net proceeds of approximately $18.7 million. The note matures in March 2027, is repayable in nine monthly installments and can be repaid or converted into ordinary shares at $2.69175 per share.

The debt is secured by certain digital asset accounts, including Enlivex’s RAIN token portfolio. The board approved a share repurchase program of up to $20 million of ordinary shares. Enlivex’s option to buy up to 278,181,818,181 RAIN tokens at $0.0033 per token was extended to December 31, 2027, and the company partially exercised the option to acquire about 3.03 billion RAIN tokens for $10 million.

Insights

Capital structure and digital assets analyst

Enlivex adds convertible debt, deepens RAIN exposure, and authorizes a sizable buyback.

Enlivex raised capital via a $21 million senior secured convertible note, with net proceeds of about $18.7 million. The note amortizes over nine monthly installments and can convert into equity at $2.69175 per share, potentially shifting part of the obligation into stock over time.

The facility is secured by accounts holding digital assets, including the company’s RAIN token portfolio, tying creditors directly to treasury crypto value. The company estimates its RAIN holdings were worth about $607 million as of December 31, 2025, and values its RAIN purchase option at roughly $1.7 billion, both on a preliminary, pre-tax basis subject to audit adjustments.

Strategically, Enlivex extended its option to buy up to 278,181,818,181 RAIN tokens at $0.0033 per token through December 31, 2027 and already spent $10 million to acquire approximately 3.03 billion tokens. In parallel, the board authorized a share repurchase program of up to $20 million, which will depend on market and liquidity conditions. Actual impact will hinge on RAIN token performance, future conversion or repayment choices on the note, and the pace of any repurchases.

Form 6-K: How Foreign Companies Report to the SEC →

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: March 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 ☐

Securities Purchase Agreement and Senior Secured Convertible Promissory Note

On March 23, 2026, Enlivex Ltd., a company organized under the laws of the State of Israel (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Lind Global Asset Management XIV, LLC, a Delaware limited liability company (the “Investor”), providing for the Company’s issuance and sale to, and purchase by, the Investor of a Senior Secured Convertible Promissory Note due March 23, 2027 (the “Note”) in the aggregate principal amount of $21.0 million in a private placement (the “Private Placement”) exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). The Private Placement closed on March 23, 2026 (the “Closing Date”), on which date the Investor paid to the Company an aggregate purchase price of $19.0 million for the Note. After deducing the commitment fee provided for under the Purchase Agreement, the Company received net proceeds of approximately $18.7 million before offering expenses.

The Note is the senior secured obligation of the Company and ranks equal in right of payment with all of the Company’s existing unsubordinated indebtedness and senior in right of payment with all of the Company’s future indebtedness and equity. The Note does not bear interest other than upon and during the continuance of an event of default, in which case the Note bears interest at the rate of 10.0% per annum. The Note matures on March 23, 2027, unless earlier converted or repaid. The Note is repayable by the Company in nine monthly installments of approximately $2.3 million each (the “Monthly Payment”), commencing on the 90^th day following the Closing Date. The Company may elect to pay a Monthly Payment in cash, plus 4.0% of the amount of such payment, in the Company’s ordinary shares, par value NIS 0.40 per share (“Ordinary Shares”), or a combination thereof. If the Company elects to make any payment in Ordinary Shares, then such shares (“Repayment Shares”) are valued based on 90% of the five lowest daily volume weighted average prices during the 20 trading days immediately prior to such payment. In certain circumstances, as set forth in the Note, the Investor may elect to increase the Monthly Payment to either $3.0 million or $5.0 million; provided that no such increase would increase the aggregate principal amount of the Note. The Company may not elect to make any repayment in Repayment Shares unless, at the time of such repayment, the Repayment Shares have been registered for resale under the Registration Statement (as defined below) or such shares may be immediately resold by the Investor in accordance with Rule 144 promulgated under the Securities Act.

Subject to the satisfaction of certain conditions, the Company may prepay all, but not less than all, of the then outstanding principal amount of the Note pursuant to the delivery to the Investor of an amount equal to 105% of such then outstanding principal amount.

Pursuant to the terms of the Purchase Agreement, the Company has agreed to file with the Securities and Exchange Commission (the “SEC”), on or prior to the 30^th day following the Closing Date, a registration statement (the “Registration Statement”), registering under the Securities Act the resale by the Investor of the Repayment Shares and the Ordinary Shares into which the Note may be converted (the “Conversion Shares” and, together with the Repayment Shares, the “Investor Shares”, and together with the Note, the “Securities”). The Company has agreed to pay to the Investor customary liquidated damages in the event that the Company fails to timely file the Registration Statement, such Registration Statement is not declared effective by the SEC on or prior to the 90^th day following the Closing Date or the Registration Statement is not available for use by the Investor for the resale of the Investor Shares.

The Note may be converted into Conversion Shares at an initial conversion price of $2.69175 per share, subject to customary adjustments for stock splits, stock dividends and recapitalizations, as described in the Note. The Investor may elect to convert the Note at any time after (i) the earlier to occur of (A) the date on which the Registration Statement is declared effective by the SEC and (B) the date on which Conversion Shares may be immediately resold by the Investor under Rule 144 promulgated under the Securities Act without restriction on the number of shares to be sold or manner of sale and (ii) the 90^th day following the Closing Date.

The Purchase Agreement and the Note contain (i) customary representations, warranties and agreements by the Company and the Investor and (ii) certain restrictive covenants that, among other things, generally limit the ability of the Company to create certain liens, incur certain indebtedness, or enter into certain capital raising transactions involving the forward-pricing of Ordinary Shares. The foregoing restrictive covenants are subject to a number of important exceptions and qualifications, as set forth in the Note and the Purchase Agreement.

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The Note provides for customary events of default which include (subject in certain cases to grace and cure periods), among others, the following: nonpayment of principal or interest; breach of covenants or other agreements in the Note and the Purchase Agreement; the failure to have timely filed the Registration Statement, and certain events of bankruptcy. Generally, if an event of default occurs and is continuing under the Note, the Investor may require the Company to repurchase the Note at a repurchase price equal to 110% of the outstanding principal amount of the Note, plus accrued and unpaid interest thereon.

The Company intends to use the net proceeds from the Private Placement for working capital and other general corporate purposes, which may include the repurchase of Ordinary Shares in accordance with any repurchase program adopted by the Company’s board of directors.

The Securities have not been registered under the Securities Act, or any state securities laws and have been offered pursuant to the exemption from registration provided for under Section 4(a)(2) of the Securities Act. The Company relied on this exemption from registration based in part on representations made by the Investor, including that it is an “accredited investor” as defined Rule 501(a) promulgated under the Securities Act. The Securities may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Security Agreement

To secure the Company’s obligations under the Note, on the Closing Date, the Company and the Investor entered into a security agreement (the “Security Agreement”), pursuant to which the Company granted to the Investor a first priority security interest in certain of the Company’s accounts containing the Company’s digital assets, including its RAIN token portfolio, including, among other things, all digital assets and other assets in such accounts, all books and records related thereto and any and all proceeds thereof (the “Collateral”).

Amendment to Asset Management Agreement

As previously reported, on November 20, 2025, the Company entered into an asset management agreement (the “Asset Management Agreement”) with Elinnovation Labs Ltd., a company organized under the laws of the State of Israel (the “Asset Manager”), pursuant to which the Asset Manager provides asset management services with respect to certain cash proceeds of the Company’s securities offerings and other capital the Company may from time to time designate, together with digital assets and other assets acquired with or in respect of such proceeds held in accounts and cryptocurrency wallets controlled by the Company. On the Closing Date, the Company, the Investor and the Asset Manager entered into a Joinder and First Amendment to the Asset Management Agreement (the “Amendment”), pursuant to which the Company granted the Investor certain rights with respect to the Collateral to secure the Company’s obligations under the Note.

The foregoing descriptions of the Purchase Agreement, the Note, the Security Agreement and the Amendment are only summaries and are qualified in their entirety by reference to the complete text of the Purchase Agreement, the Note, the Security Agreement and the Amendment, copies of which are filed as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3 and Exhibit 10.4, respectively, to this Report on Form 6-K and incorporated by reference herein.

Share Repurchase Program

On March 15, 2026, the Company’s Board of Directors approved the adoption of a share repurchase program to acquire up to $20 million of Ordinary Shares, subject to the satisfaction of applicable regulatory requirements. Under the repurchase program, share repurchases may be made at the Company’s discretion from time to time in open market transactions, privately negotiated transactions, or other means, including through Rule 10b5-1 trading plans. The timing and number of shares repurchased under the program will depend on a variety of factors, including, without limitation, share price, trading volume, and general business and market conditions. The repurchase program does not obligate the Company to purchase any shares, has no expiration date and may be modified, suspended or terminated at any time.

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Extension of RAIN Option

As previously reported, on November 13, 2025, in connection with the Company’s digital asset treasury strategy, the Company entered into an agreement with the RAIN Foundation pursuant to which it obtained an exclusive option (the “RAIN Option”) to purchase up to an aggregate of 278,181,818,181 of RAIN tokens. The RAIN Option is exercisable, in whole or in part, at the Company’s discretion at a price of $0.0033 per RAIN token at any time prior to December 1, 2026. On March 15, 2026, the Company and the RAIN Foundation amended the RAIN Option to extend its duration through December 31, 2027. The other material terms of the RAIN Option remain unmodified and in full force and effect.

Press Release and Investor Presentation

On March 24, 2026, the Company issued a press release announcing the Private Placement, the Company’s share repurchase program, the extension of the RAIN Option and the partial exercise thereof. The press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. Additionally, the Company has posted to its website an updated investor presentation, a copy of which is furnished herewith as Exhibit 99.2 and is incorporated herein by reference.

The information contained in this Report on Form 6-K (including the exhibits hereto), other than the information under the heading “Press Release and Investor Presentation” and Exhibit 99.1 and Exhibit 99.2, 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 and File No. 333-294284), filed with the SEC.

Exhibit No.
10.1*		Securities Purchase Agreement, dated March 23, 2026, by and between Enlivex Ltd. and Lind Global Asset Management XIV LLC.
10.2		Form of Senior Secured Convertible Promissory Note.
10.3*		Security Agreement, dated March 23, 2026, by and between Enlivex Ltd. and Lind Global Asset Management XIV LLC.
10.4*		Joinder and First Amendment to Asset Management Agreement, dated March 23, 2026, by and among Enlivex Ltd., Elinnovation Labs Ltd. and Lind Global Asset Management XIV LLC.
99.1		Press Release
99.2		Investor Presentation

* Exhibits or schedules have been omitted because such information is both (i) not material and (ii) would be competitively harmful if publicly disclosed. 

3

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:  Title:	Oren Hershkovitz Chief Executive Officer

Date: March 24, 2026

4

Exhibit 99.1

Enlivex Announces $21 Million Debt Financing, Decentralized Prediction Markets RAIN Token-Related Updates and $20 Million Share Repurchase Program

● $21 Million debt financing, convertible to ENLV ordinary shares at fixed $2.69175 per share, a 264% premium to the Nasdaq closing price on March 20, 2026, with a single institutional investor

● The Company exercised an option to acquire additional 3,030,303,030 RAIN tokens at $0.0033 per token, a 62% discount to its closing price on March 22, 2026, for a total aggregate purchase amount of $10 million

● The Company and the Rain Foundation, which independently oversees the Rain decentralized prediction markets protocol, extended the duration of the option to acquire up to an additional 272,121,212,121 of RAIN tokens at a purchase price of $0.0033 per RAIN token from November 30, 2026 to December 31, 2027

● The Company’s Board of Directors approved the adoption of a share repurchase program to acquire up to $20 million of the Company's outstanding ordinary shares, subject to meeting applicable regulatory requirements

Nes-Ziona, Israel, March 24, 2026 (GLOBE NEWSWIRE) -- Enlivex Ltd. (Nasdaq: ENLV, “Enlivex” or “the Company”), a quality longevity company, today announced the consummation of a $21 million debt financing agreement with The Lind Partners, a New York based institutional fund manager (“Lind”), which provided the Company with net proceeds of approximately $18.7 million before deducting offering expenses. The transaction closed on March 23, 2026. The note is convertible into Enlivex’s ordinary shares at a fixed conversion price of $2.69175 per share, a 264% premium to the Nasdaq closing price on March 20, 2025.

In addition, the Company also announced that the Rain Foundation, which independently oversees the decentralized prediction markets Rain protocol, extended the duration of the Company’s option to acquire up to an additional 272,121,212,121 of RAIN tokens at a purchase price of $0.0033 per RAIN token from November 30, 2026 to December 31, 2027. The Company also announced that it has exercised such option in part to acquire additional 3,030,303,030 RAIN tokens at $0.0033 per token, a 62% discount to its closing price on March 22, 2026, for a total aggregate purchase amount of $10 million, and that the Company’s Board of Directors approved the adoption of a share repurchase program to acquire up to $20 million of the Company's outstanding ordinary shares, subject to satisfaction of applicable regulatory requirements.

Shai Novik, Executive Chairman of Enlivex, stated, “We are continuing to execute our prediction markets treasury strategy, and we are pleased that Lind provided us with substantial capital, allowing us to continue the execution of our operating plan, as well as to acquire approximately three billion additional RAIN tokens, at a purchase price of $0.0033 per token, under our option to acquire tokens from the Rain Foundation, an attractive purchase price taking into account that the RAIN token has been trading at a range of approximately $0.008-$0.01 per token during the last 30 trading days. In addition, we are pleased with the extension of the expiration date of our option to acquire up to an additional 272,121,212,121 RAIN tokens at $0.0033 per token from November 30, 2026 to December 31, 2027. This extension may potentially offer Enlivex an opportunity to create additional shareholder value from its treasury operations.”

Oren Hershkovitz, CEO of Enlivex, commented, “We believe that the price of Enlivex’s ordinary shares represents a substantial discount to the market value of our treasury and treasury-related assets, and that a $20 million stock repurchase program represents an appropriate allocation of the Company’s capital and may potentially create additional shareholder value.”

Under the repurchase program, share repurchases may be made at the Company’s discretion from time to time in open market transactions, privately negotiated transactions, or other means, including through Rule 10b5-1 trading plans. The timing and number of shares repurchased under the program will depend on a variety of factors, including, without limitation, share price, trading volume, and general business and market conditions. The repurchase program does not obligate the Company to purchase any shares, has no expiration date and may be modified, suspended or terminated at any time.

H.C. Wainwright & Co. acted as the placement agent for the debt financing.

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-engine structure 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

Exhibit 99.2

The Quality Longevity Company Powered by a Prediction Markets Treasury

Forward - looking statements This presentation contains forward - looking statements within the meaning of Section 27A of the Securities Act of 1933, as amende d, 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,” “proje cts,” “will,” “may,” “anticipates,” “believes,” “should,” “would,” “could,” “intends,” “estimates,” “suggests,” “target,” “has the potential to,” “goal,” and oth er words of similar meaning, including statements relating to the anticipated benefits of the digital asset treasury strategy of Enlivex Ltd. (the “Company”); 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 toke n l iquidity on market participation and accessibility; the potential effects of digital asset liquidity on the liquidity of the Company’s ordinary shares; macroecono mic , political, and regulatory conditions surrounding digital assets; the Company’s plans for value creation and strategic positioning; market size and growth opportun iti es; regulatory conditions; competitive position; technological and market trends; future financial condition and performance; expected clinical trial results; marke t o pportunities 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 presentation is subject to risks and uncertainties that could cause actual resu lts to differ materially from those expressed or implied by such statement. Applicable risks and uncertainties include, among others, the risk of failure to real ize 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 w ith 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 pri ce 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, com mercial, regulatory, and technical uncertainty regarding digital assets generally; risks relating to the treatment of crypto assets for U.S. and foreign tax purposes; and t hos e risks and uncertainties identified in the Company’s filings with the Securities and Exchange Commission, including the Company’s most recent Annual Report on Form 20 - F an d filings on Form 6 - K. The forward - looking statements in this presentation 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. This presentation has been prepared by the Company and is made for informational purposes only to familiarize yourself with t he Company . This presentation does not purport to be all inclusive or to contain all of the information the recipient may require in connection with an investigatio n o f the Company . Nothing contained in this presentation is, or should be construed as, a recommendation, promise or representation by the Company or any officer, direct or, employee, agent, an affiliate, representative or advisor of the Company. The Recipient should not construe the contents of this presentation as legal, tax, acc ounting or investment advice or a recommendation. This presentation is neither an offer to sell or purchase, nor a solicitation of an offer to sell, buy or sub scr ibe for any securities in any jurisdiction. 02

Enlivex : The World's First Healthspan - Wealthspan Company 03 ● Advanced Clinical - stage Allocetra immunotherapy currently targeting age - related osteoarthritis diseases ● Addresses quality - of - life decline in aging populations: mobility, independence Primary Engine Thesis: Healthspan extension becomes a multi - trillion - dollar category as the world ages Quality Longevity Through Potential Medical Breakthroughs ● Largest institutional holder of RAIN, the governance token for the leading decentralized prediction market ● Public equity vehicle for deflationary, revenue - backed tokenomics with buybacks - and - burns Secondary Engine Thesis: Prediction markets eclipse forecasting, capturing trillions in volume, and replace speculation. Prediction Markets Treasury

Executive Summary 04 The Capital Structure Innovation: Enlivex is pioneering a hybrid institutional model, utilizing a digital asset treasury designed to fuel breakthrough quality longevity therapeutics. The Quality Longevity Therapeutics: Allocetra targets primarily age - related knee - osteoarthritis, designed to rellief pain , increase mobility and independence, leading to higher quality of longevity years. The Economic Accelerator: Through a $212M private placement, Enlivex’s strategy evolved with a prediction market treasury in November 2025 using the RAIN token to potentially capture exponential sector growth. Deflationary Tokenomics: Direct upside participation in prediction markets via a protocol that systematically buys back and burns supply based on trading volume, which is beneficial to large token holders . Asymmetric Convexity: Exclusive option to acquire up to $898 million in RAIN tokens at $0.0033, expiration date Dec 31, 2027, providing ENLV shareholders with - 400% “option” coverage with an anti - dilutive effect. The Dual Engine Architecture

How Capital Velocity Potentially Accelerates Longevity Breakthroughs 05 The Traditional Model: Clinical development funding through frequent equity raises that progressively dilute shareholders. The Enlivex Architecture: Wealthspan Velocity: Prediction markets treasury generates non - dilutive capital through RAIN's deflationary mechanics and active yield. Healthspan Durability: Capital funds Allocetra development, advancing therapies that extend quality of life globally. The Cycle Compounds: Treasury growth funds clinical advancement. Potential clinical breakthroughs expand market opportunity and shareholder value.

Prediction Markets: How Distributed Intelligence Prices the Future 07 A prediction market is a trading platform where contract value is determined entirely by the outcome of future events. Participants buy and sell outcome - specific positions, putting real capital behind their convictions. The result: a real - time probability engine. One that aggregates information from tens of thousands of independent actors simultaneously, potentially outperforming polls, single analysts, and centralized forecasting models. Academic research has consistently found that prediction markets produce more accurate probability estimates than expert consensus, because they incorporate information asymmetries and enforce accountability through financial risk. These markets are now processing political outcomes, macroeconomic events, sports, and everything in between.

The Institutional Transition Is Already Underway 08 $2BN investment ($8BN Valuation) by Intercontinental Exchange (ICE), the parent company of New York Stock Exchange (NYSE) in Polymarket Kalshi's $1BN financing ($22BN Valuation) with Coatue Management , following previous financing round led by Paradigm, Andreessen Horowitz and Sequoia Source : ICE Announces Strategic Investment in Polymarket , Oct 7 2025, Bloomberg Mar 19, 2026

RAIN is the leading prediction market and options protocol on Arbitrum . 08 Core Architecture: ● Permissionless Market Creation: Anyone, anywhere, any language. No approval. ● Hybrid AI - Human Oracle: OlympusAI resolves outcomes with human validation. ● Full Builder Infrastructure: Complete API/SDK enables developers to build E2E prediction market platforms on RAIN. ● Platform Multiplication Effect: All platforms built on RAIN bring their own users and volume, enabling exponential ecosystem growth and feeding the buyback - and - burn mechanism ● Token Governance: RAIN holders govern protocol parameters and upgrades.

Global Enabler for Prediction Markets 10 Metric Language Market Creation Builder’s Capabilities Market Type Restrictions English Disabled Trading date, Trading Automation Public Restricted Countries English Disabled Trading date, Trading Automation Public U.S Only Any Language Anyone can Create End to end platform capabilities Public & Private Global

The 5% Protocol Fee and the Mechanistic Deflationary Engine 2.5% — Participation Rewards 11 Distributed to market participants to ensure deep, self - sustaining liquidity: ● 1.2% to Market Creators ● 1.2% to Liquidity Providers ● 0.1% to Resolvers 2.5% — Buyback & Burn The protocol automatically acquires RAIN from the open market and permanently removes it from circulation and reducing supply

RAIN Buyback & Burn Forecast 12 $2.5B in Cumulative Supply Reduction by 2030 Prediction Markets Forecast: ● $1 trillion trading volume by 2030 1 ● RAIN market shares estimated to be 5% 2 Period 2026 – 2029 (Aggregate) 2030 (Annual) Through 2030 (Total) Buyback & Burn Volume $1.25 Billion $1.25 Billion $2.25 Billion 1 Industry analysis by Eilers and Krejcik Gaming (EKG), December 2025 2 Rain Foundation forecast

Rain Ecosystem Expansion Expected Roadmap Provided By The Rain Foundation 13 Ecosystem Expansion Developer Infrastructure Network Growth Builders program Platform partnerships SDK / API release Shared liquidity protocol Mainnet production Ecosystem integrations Milestone Timeline Q1 2026 Q1 2026 Q2 2026 Q2 2026 Q2 2026 Q3 2026 Description

Expanding market accessibility and liquidity depth for RAIN 14 Current Listings: ● Reduced slippage for institutional - scale trades ● Enhanced price discovery through deeper order books ● 24/7 global trading depth enabling algorithmic strategies Structural Impact: Target: 1 top - 5 exchange listing in H1 2026

Scaling Rain Protocol’s global presence 15 Objective: ● 100+ KOL Activations across crypto - native, finance, and technology channels ● Ambassador Program deployment ● International Hackathon Series to accelerate developer platform construction on RAIN infrastructure ● Major Conference Presence Campaign Architecture: Timeline: Q2 2026 The Rain Foundation is executing a global campaign to drive protocol adoption, platform volume, and institutional awareness.

Leveraging the economic accelerator 16 Enlivex is currently the largest corporate holder of RAIN. Enlivex instructed its RAIN asset manager, at its discretion, to utilize yield - enhancement activities, which potentially could result in outperformance of the spot token. ● Full Protocol Staking: Capturing baseline governance and validation rewards. ● Restaking Upon Availability: Compounding yield through emerging restaking protocols. ● Selective DeFi Deployment: Tactical allocation to high - quality liquidity pools. Potential active yield - enhancement activities performed by t he asset manager:

Portfolio Update 16 As part of its 2025 year - end assessment, the Company currently estimates that the value of the RAIN portfolio (short and long - term digital assets) as of December 31, 2025, was approximately $607 million, representing an estimated gain from appreciation in portfolio valuation (income on digital assets) of approximately $363 million in 2025. In addition, the Company holds an option to purchase additional RAIN tokens from the RAIN Foundation. The Company currently estimates that this option had a value of approximately $1.7 billion as of December 31, 2025, representing a change in fair value of of the option of $1.26 billion in 2025. These figures are only preliminary estimates, and are calculated on a pre - tax basis. The Company’s tax rate is 23%. Our final results could differ from these estimates upon completion of our financial closing procedures due to final adjustments and developments that may arise between now and the time our financial statements for the year ended December 31, 2025 are issued. For example, during the course of the preparation of our financial statements and related notes, additional items that would require adjustments to the foregoing preliminary estimated financial information may be identified. These estimates should not be viewed as a substitute for full audited financial statements prepared in accordance with GAAP, which will be filed with Enlivex's Annual Report on Form 20 - F for the year ended December 31, 2025. The updated unaudited mark - to - market treasury metrics are publicly available on the Company’s website: https://enlivex.com/dashboard/

Quality Longevity Therapeutics 17

Osteoarthritis: A growing market with substantial upside 18 Disease Overview Market Standard of Care Disease Manifestation: Cartilage damage, abnormal bone remodeling and inflammation of the synovium. Lifestyle Changes Physiotherapy Pain Medication Surgery 1 - Arthritis Foundation ( https://www.arthritis.org/ ) 2 - Verified Market Research reports

KNEE OSTEOARTHRITIS: Increased risk of mortality and reduced quality of longevity 19 The most comprehensive and recent meta - analysis (2024), covering over one million participants, found that knee OA patients had a 21% higher risk of all - cause mortality compared to those without knee OA 1 . Knee OA increases mortality through mediating pathways: ● Reduced physical activity and walking disability: Reduced mobility leads to cardiovascular deconditioning, weight gain, and metabolic deterioration. ● NSAID use: Chronic NSAID use for OA pain carries its own cardiovascular and gastrointestinal risks. ● Comorbidities: Diabetes, obesity, and cardiovascular disease - common in OA patients are major independent predictors of death. ● Social isolation was independently associated with increased mortality risk among individuals with arthritis 2 . 1 Risk of all - cause mortality in patients with knee osteoarthritis: A systematic review and meta - analysis of cohort studies, Osteoarthr Cartil Open. 2024 Nov 8 2 Association Between Osteoarthritis and Social Isolation: Data from the EPOSA Study, J Am Geriatr Soc. 2019 Sep 17

Allocetra TM : An off - the - shelf cell therapy designed to restore macrophage homeostasis 20 PtdSer Apoptotic Cell Allocetra TM Allogeneic mononuclear cells collected from healthy donors induced to a stable apoptotic state. ● Harnesses the same biological activity seen in naturally occurring apoptotic cells; ● Presents a highly - differentiated, off - the - shelf, cellular therapy modality. Process: Collect cells from healthy donors Mechanism: Proprietary apoptotic cell modification process Cells express 'eat me' signal Eat Me Cells are frozen Off the shelf, cost effective cell therapy 1. Patient with systemic or joint inflammation 2. Allocetra TM Cells are injected into the patient 3. Allocetra TM Cells are engulfed by macrophages 4. Macrophage homeostasis in restored

ENX - CL - 05 - 001: PHASE I/lla 2 - stage trial design - randomized, double - blind, placebo - controlled, multi - country study 21 Patient Criteria ● Patients with symptomatic moderate to severe knee OA who have failed to respond to conventional OA therapy; ● Age 45 - 80 years; ● Kellgren - Lawrence (K - L) Grade 2 or 3. ClinicalTrials.gov Registration: NCT06233474 NRS = numerical rating scale. WOMAC = Standard knee questionnaire evaluating pain, stiffness & physical function Phase I: Dose escalation & safety 15 patients Independent safety committee→ no negative safety signal, highest dose selected for Phase lla Endpoints 134 patients 3 injections (in total) of Allocetra TM or Placebo, each injection 2 weeks from the previous injection Safety and tolerability. Primary Change in pain and function assessments (NRS, WOMAC) Secondary Efficacy: 3 - month, 6 - month Safety: 12 - month follow - up Timepoints Efficacy objectives ● Reduction in pain, increase in function and reduction in stiffness ● Numerical grading based on the patients' assessment using a questionnaire ● The validated questionnaire is named WOMAC ● Aligned with FDA's accepted Phase III endpoints and timepoints Phase IIa : Randomized, double - blind, placebo - controlled

ENX - CL - 05 - 001 results: Clinically meaningful, statistically significant positive effect, highly correlated with primary OA age threshold 22 The positive effect of Allocetra TM on pain & function is substantial, with at least 6 - month durability. Change from baseline - 3 months Change from baseline - 6 months Age Cutoff ≥60 ≥61 ≥62 ≥63 ≥64 ≥65 Allocetra Mean (SD) - 26.8 ( ± 20.0) - 28.2 ( ± 20.7) - 28.2 ( ± 20.7) - 25.8 ( ± 18.6) - 26.3 ( ± 16.5) Results are normalized to 0 - 100 scale Placebo Mean (SD) - 13.4 ( ± 20.6) - 12.3 ( ± 19.6) - 9.1 ( ± 19.4) - 7.4 ( ± 19.6) - 7.4 ( ± 20.0) - 5.7 ( ± 19.2) Difference - 13.3 - 16.0 - 19.1 - 18.4 - 18.9 - 21.6 % Better than placebo 99% 130% 210% 250% 255% 379% p - value 0.0083 0.0024 0.0005 0.0010 0.0008 0.0003 Allocetra Mean (SD) - 26.8 ( ± 20.0) - 28.2 ( ± 20.7) - 28.2 ( ± 20.7) - 25.8 ( ± 18.6) - 26.3 ( ± 16.5) - 27.3 ( ± 16.2) Placebo Mean (SD) - 13.4 ( ± 20.6) - 12.3 ( ± 19.6) - 9.1 ( ± 19.4) - 7.4 ( ± 19.6) - 7.4 ( ± 20.0) - 5.7 ( ± 19.2) Difference - 13.3 - 16.0 - 19.1 - 18.4 - 18.9 - 21.6 % Better than placebo 99% 130% 210% 250% 255% 379% p - value 0.0083 0.0024 0.0005 0.0010 0.0008 0.0003 Trending with age

The Quality Longevity Opportunity 23 Management team with a track record of creating shareholder value and getting drug products through marketing approvals globally in multi - billion dollar market segments. Cost - effective, novel therapeutic modality with strong IP protection. Targeted at high and low grade inflammation in multi - billion dollar segments with poor treatment alternatives. Platform for multiple indications. Allocetra TM can be infused systemically or locally to treat various diseases. Simple, scalable, and cost - effective manufacturing process resulting in an off - the - shelf cell therapy. Favorable safety profile demonstrated across 200+ patients. Clinical data supportive of proposed MOA. Expected to commence a global Phase 2b trial in knee OA with first patient dosed mid 2026 and topline data expected at Q2 and Q3 2027 supporting a pivotal Phase 3 study and potential partnership. Clinically meaningful and statistically significant results in age - related knee osteoarthritis supporting late - stage development.

Enlivex Quality Longevity Team 24 Dr. Oren Hershkovitz, CEO of Enlivex since 2019, is a biotech leader with 15+ years’ experience advancing Phase I – III programs and leading global development partnerships. Oren Hershkovitz, Ph.D. Chief Executive Officer Prof. Dror Mevorach, co - founder of Enlivex, is a leading immunology expert, former Hadassah Chairman of Medicine, and author of 140+ papers on apoptotic cell research. Prof. Dror Mevorach, M.D. Co - Founder & Scientific Adviser Einat Galamidi joined Enlivex in 2022 to lead clinical programs, bringing 20+ years’ drug development experience and pivotal Phase 3 leadership that secured FDA approval for Omisirge®. Einat Galamidi, M.D. VP Medical Dr. Veronique Amor - Baroukh, Senior Director of Operations at Enlivex since 2015, leads CMC, quality and clinical supply, advancing Allocetra’s GMP and formulation development. Veronique Amor - Baroukh, Ph.D. Senior Director of Operations Shai Novik is Co - Founder and Executive Chairman of Enlivex (Nasdaq: ENLV), leading immunotherapy innovation. He founded PROLOR, sold it for $560M, and secured major Pfizer deals. Shai Novik Executive Chairman Shachar Shlosberger, CPA, has served as Enlivex CFO since 2016, bringing 12+ years’ biotech finance experience, including leadership roles at PROLOR Biotech. Shachar Shlosberger CFO Mrs. Tavor holds an MSc. in Quality Engineering Biotechnology Systems and has over 20 years of experience in regulatory and quality affairs in the pharmaceutical and biotech industry. Iris Tavor Senior Director of Quality & Regulatory Affairs Dr. Ankri leads Pre - Clinical and Clinical Pharmacology at Enlivex. She has extensive immunotherapy research experience and holds a Ph.D. in Cancer Immunotherapy from Bar - Ilan University, Israel. Chen Ankri, Ph.D. Director of Pre - Clinical & Clinical Pharmacology Mrs. Arad joined Enlivex in 2021 as Director of Human Resources and has over 15 years of HR experience in the biotech industry, including 10 years at FutuRx. She holds a B.Ed. and HR certifications from Bar - Ilan University. Sigal Arad Director of Human Resources

Enlivex treasury team 25 Matteo focuses on engaging sovereign wealth funds and governments to develop national crypto treasury strategies, including the adoption of the Enlivex RAIN strategy. He brings decades of political leadership, international relations expertise, and high - level diplomatic access. Matteo Renzi Board Member, Enlivex Former Prime Minister of Italy Former CEO of the Israeli ministry of transport, has held senior roles as BD consultant, at Yandex/Nebius, JVP. His expertise spans strategic investment, technology growth, and high - level public sector management. Ofer Malka Strategy advisor, Enlivex Former Global Investigator in Binance’s Sanctions Department. advises on compliance, sanctions, and regulatory strategy. Amit Levin Advisor Entrepreneur, Supervisory Board Member & Investor. Former Federal Minister of the Republic of Austria. Elli Köstinger Advisor CEO of GEMS and formerly with eToro, brings extensive expertise in investment strategy, capital markets, and the blockchain industry. Isaac Joshua Senior Investment Advisor, Enlivex

Where prediction markets fund longevity breakthroughs. shachar@enlivex.com www.enlivex.com

FAQ

What financing did Enlivex (ENLV) complete in March 2026?

Enlivex completed a $21 million senior secured convertible note financing with an affiliate of The Lind Partners, receiving approximately $18.7 million in net proceeds. The note matures on March 23, 2027 and can be repaid in cash or shares, or converted into ordinary shares.

What are the key terms of Enlivex’s new convertible note?

The note has a $21 million principal amount, no cash interest unless defaulted, and amortizes in nine monthly installments starting 90 days after closing. It is convertible into Enlivex ordinary shares at $2.69175 per share and carries a 10% default interest rate if an event of default occurs.

How is Enlivex’s convertible note secured and what collateral is pledged?

The note is secured by a first-priority security interest over certain Enlivex accounts holding digital assets, including its RAIN token portfolio. The collateral also covers related books, records and proceeds, linking noteholder protection directly to the value of these digital asset holdings.

What is Enlivex’s RAIN token option and how was it changed?

Enlivex holds an option to purchase up to 278,181,818,181 RAIN tokens at $0.0033 per token. The option’s expiry was extended from November 30, 2026 to December 31, 2027. Enlivex also partially exercised it, buying about 3,030,303,030 tokens for a total consideration of $10 million.

How large is Enlivex’s RAIN-related treasury position based on current estimates?

Enlivex currently estimates its RAIN portfolio was worth about $607 million as of December 31, 2025, reflecting roughly $363 million of 2025 appreciation. It also estimates its RAIN purchase option was valued at about $1.7 billion, with an approximate $1.26 billion positive fair value change in 2025, all pre-tax and preliminary.

What share repurchase program did Enlivex authorize and how will it operate?

The board approved a share repurchase program for up to $20 million of ordinary shares, subject to regulatory requirements. Repurchases may occur over time through open-market purchases, negotiated transactions or Rule 10b5-1 plans, and the program has no expiration date and may be modified or terminated.

How does Enlivex plan to use proceeds from the new financing?

Enlivex intends to use net proceeds from the private placement for working capital and other general corporate purposes. These may include activities such as operating plan execution and potential repurchases of ordinary shares under the authorized share repurchase program, depending on future board decisions.

Filing Exhibits & Attachments

6 documents

Press Releases

• EX-99.1 PRESS RELEASE 14.2 KB
• EX-99.2 INVESTOR PRESENTATION 40.1 KB

Agreements & Contracts

• EX-10.1 SECURITIES PURCHASE AGREEMENT, DATED MARCH 23, 2026, BY AND BETWEEN ENLIVEX LTD. 243.8 KB
• EX-10.2 FORM OF SENIOR SECURED CONVERTIBLE PROMISSORY NOTE 130.3 KB
• EX-10.3 SECURITY AGREEMENT, DATED MARCH 23, 2026, BY AND BETWEEN ENLIVEX LTD. AND LIND G 74.2 KB
• EX-10.4 JOINDER AND FIRST AMENDMENT TO ASSET MANAGEMENT AGREEMENT, DATED MARCH 23, 2026, 53.0 KB