Business Context and Reporting Period
Company: Enlivex Ltd.
Filing Type: Form 6-K (Report of Foreign Private Issuer)
Reporting Period: July 2026 (Report dated July 28, 2026)
Principal Executive Offices: Nes Ziona, Israel
The filing discloses a material corporate transaction: a Securities Purchase Agreement entered into on July 27, 2026, with the Rain Foundation (an existing shareholder and manager of the RAIN token ecosystem).
Key Financial Metrics and Transaction Details
This filing describes a proposed capital raise rather than reporting historical financial performance (revenue, profit, or cash flow). Key transaction metrics include:
- Transaction Size: $400,000,000 aggregate value of Ordinary Shares or Pre-Funded Warrants.
- Purchase Price:
- $5.00 per Share (or $4.999 per Pre-Funded Warrant) if paid in USD, USDT, or USDC.
- $6.00 per Share (or $5.999 per Pre-Funded Warrant) if paid in RAIN tokens.
- Current Funding Election: The Purchaser has elected to fund the purchase using RAIN tokens but retains the right to switch to USD, USDT, or USDC prior to closing.
- Put Option: The Company has the right, but not the obligation, to require the Purchaser to buy up to an additional $400 million of securities at the same prices over a 36-month period.
- Use of Proceeds: Substantially all net proceeds in fiat/stablecoins will fund the acquisition of RAIN tokens and repay outstanding indebtedness. Proceeds in RAIN will be deposited into treasury wallets.
Material Changes and Conditions
The filing outlines significant conditions precedent to the transaction closing:
- Shareholder Approval: Closing is subject to approval by Enlivex shareholders under Section 274 of the Israeli Companies Law and Nasdaq Listing Rules 5635(a) and 5635(b).
- Timeline: The Company must hold a shareholder meeting within 60 days of the agreement date. The deal may be terminated if closing does not occur by the earlier of the fifth trading day after approval or 180 days after the agreement date.
- Lock-Up Period: The Purchaser is restricted from selling 20% of the securities until a resale registration statement is effective. The remaining 80% will be released ratably over six months following that effective date.
- Registration Rights: The Company must file a resale registration statement within 30 days of closing.
Outlook, Risks, and Management Commentary
Strategic Outlook: The transaction supports Enlivex's long-term digital asset treasury strategy, aligning reserve management with the RAIN ecosystem development.
Risks and Contingencies:
- Termination Risk: The Company may terminate the agreement at any time prior to shareholder approval or if the closing deadline is missed.
- Regulatory Risk: The securities are offered under Section 4(a)(2) of the Securities Act or Rule 506 of Regulation D and are not registered for public sale in the U.S. without further registration.
- Beneficial Ownership Limits: Pre-Funded Warrants cannot be exercised if the holder's beneficial ownership would exceed specified limits (capped at 24.9% without notice).
Investor Verification Checklist
- Verify the outcome of the required shareholder vote for approval under Israeli law and Nasdaq rules.
- Confirm the final funding currency election (RAIN tokens vs. USD/USDT/USDC) prior to closing, as this affects the share count issued.
- Monitor the filing and effectiveness of the Resale Registration Statement to determine the lock-up release schedule.
- Review the Company's current outstanding indebtedness to assess the impact of the "repay outstanding indebtedness" use of proceeds.
- Check for any updates regarding the exercise of the $400 million Put Option over the next 36 months.