Enlivex cancels 66.7M-share RAIN token deal

Enlivex cancelled a planned RAIN token-funded private placement of 66,666,667 shares and will no longer seek shareholder approval for that financing.

Rhea-AI Filing Summary

Enlivex Ltd. (ENLV) reports that it has terminated a previously announced securities purchase agreement with the Rain Foundation under which it had agreed, subject to shareholder approval, to sell and issue 66,666,667 ordinary shares in a private placement payable in RAIN tokens. The agreement was terminated in accordance with Enlivex’s contractual termination rights, so the company will not complete this token-funded private placement or seek shareholder approval for it. Enlivex reiterates that it is a “quality longevity” company advancing its Allocetra™ immunotherapy program for age-related osteoarthritis and operating a prediction markets treasury strategy built around the Rain protocol.

Key Figures

Terminated private placement size: 66,666,667 ordinary shares Form type: Form 6-K Termination date of Securities Purchase Agreement: September 22, 2026

3 metrics

Terminated private placement size 66,666,667 ordinary shares Shares Enlivex had agreed to sell to the Rain Foundation in a private placement payable in RAIN tokens, subject to shareholder approval

Form type Form 6-K Current report of foreign private issuer for September 2026

Termination date of Securities Purchase Agreement September 22, 2026 Date Enlivex terminated the securities purchase agreement with the Rain Foundation

Key Terms

private placement, RAIN tokens, prediction markets treasury, digital asset treasury strategy, +1 more

5 terms

private placement financial

"to sell and issue to the Rain Foundation in a private placement"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

RAIN tokens financial

"which the investor had elected to purchase using RAIN tokens"

prediction markets treasury financial

"a quality longevity company powered by a prediction markets treasury"

A prediction markets treasury is the pool of money, tokens or reserves held by a prediction market platform to pay out winners, provide trading liquidity and cover operating costs. Think of it like the cash register and rainy‑day fund for a betting exchange: its size and composition affect whether promises can be paid, how easily users can trade, and how risky the platform is, so investors watch it to judge solvency and financial health.

digital asset treasury strategy financial

"anticipated benefits of the Company’s digital asset treasury strategy"

A digital asset treasury strategy is a plan for managing a company's or organization's digital assets, such as cryptocurrencies or digital tokens, to support its financial goals. It involves deciding how to acquire, hold, and use these assets efficiently, much like managing cash or investments, to optimize value and minimize risks. For investors, understanding this strategy helps gauge how well an organization controls its digital resources and its overall financial health.

forward-looking statements regulatory

"This press release contains forward-looking statements within the meaning"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Enlivex (ENLV) announce regarding its financing with the Rain Foundation?

Enlivex terminated a securities purchase agreement with the Rain Foundation under which it had agreed, subject to shareholder approval, to sell 66,666,667 ordinary shares in a private placement payable in RAIN tokens. As a result, the company will not complete this private placement or seek shareholder approval.

How many Enlivex (ENLV) shares were involved in the terminated private placement?

The terminated private placement with the Rain Foundation covered an aggregate of 66,666,667 Enlivex ordinary shares, which the investor had elected to purchase using RAIN tokens, subject to shareholder approval that will now not be sought.

Will Enlivex (ENLV) seek shareholder approval for the Rain Foundation transaction?

No. Enlivex states that, after terminating the securities purchase agreement in line with its termination rights, it will not seek shareholder approval and will not consummate the private placement contemplated by that agreement.

What is Enlivex’s core business focus as described in this 6-K?

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.

How does Enlivex (ENLV) describe its digital asset and prediction markets strategy?

Enlivex reports operating a prediction markets treasury strategy built around the Rain protocol, described as decentralized prediction markets infrastructure on Arbitrum, combining development of longevity therapeutics with exposure to the emerging prediction markets ecosystem.

What risks does Enlivex (ENLV) highlight related to its digital asset strategy and RAIN tokens?

Enlivex notes risks including failure to realize benefits of its digital asset treasury strategy, the highly volatile price, trading volume, and liquidity of RAIN and other cryptocurrencies, regulatory and market uncertainties, and potential correlation between its share liquidity and the digital assets it holds.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/22/2026 - 08:03 AM Accepted by SEC EDGAR 09/22/2026 - 08:02 AM Learn about SEC filing dates

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: September 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 ☐

Termination of Securities Purchase Agreement

As previously reported, on July 27, 2026, Enlivex Ltd., a company organized under the laws of the State of Israel (the “Company”), entered into a securities purchase agreement (the “Securities Purchase Agreement”) with the Rain Foundation, pursuant to which the Company had agreed, subject to shareholder approval, to sell and issue to the Rain Foundation in a private placement an aggregate 66,666,667 of the Company’s ordinary shares (the “Private Placement”), which the Purchaser had elected to purchase using RAIN tokens.

On September 22, 2026, the Company terminated the Securities Purchase Agreement in accordance with the Company’s termination rights thereunder; therefore, the Company will not consummate the Private Placement contemplated thereby nor seek shareholder approval in respect thereof.

A description of the material terms of the Purchase Agreement may be found in the Company’s Report on Form 6-K, filed with the Securities and Exchange Commission (the “SEC”) on July 28, 2026, which description is incorporated by reference herein.

Press Release

On September 22, 2026, the Company issued a press release announcing the termination of the Securities Purchase Agreement. The press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this Current Report on Form 6-K (other than the information disclosed under the heading “Press Release” and Exhibit 99.1) 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.
99.1		Press Release

1

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: September 22, 2026

2

Exhibit 99.1

 

Enlivex Announces Termination of Previously-Announced Financing Payable in RAIN Tokens

Nes-Ziona, Israel, Sept. 22, 2026 (GLOBE NEWSWIRE) -- Enlivex Ltd. (Nasdaq: ENLV) (“Enlivex” or the “Company”), a quality longevity company powered by a prediction markets treasury, today announced the termination of a securities purchase agreement entered into with the Rain Foundation, pursuant to which the Company had agreed, subject to shareholder approval, to sell and issue to the Rain Foundation in a private placement an aggregate of 66,666,667 of the Company’s ordinary shares, which the investor had elected to purchase using RAIN tokens.

The Company terminated the securities purchase agreement in accordance with the Company’s termination rights thereunder; therefore, the Company will not consummate the private placement contemplated thereby nor seek shareholder approval in respect thereof.

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,” 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

Enlivex (Nasdaq: ENLV) www.enlivex.com

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 PRESS RELEASE 8.0 KB