Enlivex plans $400M private placement tied to crypto tokens

Enlivex Ltd. (NASDAQ: ENLV) has entered into a securities purchase agreement with a single institutional investor for a private placement of $400 million in ordinary shares, according to a company statement.

Shares are priced at $5.00 each for subscriptions funded in U.S. dollars, USDT, or USD Coin, and at $6.00 per share for subscriptions funded in RAIN tokens. The $5.00 price represents a 17.4% premium and the $6.00 price a 40.8% premium to the closing share price on July 27, 2026. The investor has elected to fund the purchase using RAIN tokens, though that election may be changed before closing.

The agreement also grants Enlivex the right, but not the obligation, to require the investor to purchase up to an additional $400 million in ordinary shares on the same pricing terms during the 36-month period following the closing.

The company said it intends to use net proceeds to advance its treasury strategy centered on the Rain protocol, a decentralized prediction markets platform on the Arbitrum blockchain, while continuing development of Allocetra, a clinical-stage immunotherapy targeting inflammatory conditions associated with aging, with a focus on age-related osteoarthritis.

Closing is contingent on shareholder approval of the share issuance under Nasdaq Listing Rules 5635(a) and 5635(b) and Section 274 of the Israeli Companies Law. Enlivex expects to complete the transaction promptly after receiving that approval.

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