Enlivex terminates private placement of 66,666,667 shares payable in RAIN tokens

The termination

Enlivex Ltd. (Nasdaq: ENLV) said on September 22, 2026 that it had terminated a securities purchase agreement with the Rain Foundation. Under that agreement, the company had agreed, subject to shareholder approval, to sell and issue 66,666,667 ordinary shares in a private placement. The investor had elected to pay for the shares with RAIN tokens, a digital asset, rather than cash. The company says it ended the agreement under its termination rights. As a result it will not complete the placement and will not seek shareholder approval for it. The release does not give a reason for the termination. It describes the company as "a quality longevity company powered by a prediction markets treasury."

The token behind the deal

The payment was to come in RAIN, the token at the center of the company's treasury strategy. The 20-F filed on March 25, 2026 says that on November 24, 2025, in connection with a private placement, the company launched a cryptocurrency and digital asset Treasury Reserve Policy under which it acquired RAIN and may acquire other digital assets. The filing describes RAIN as the token of a predictions and options protocol built on the Arbitrum network. On March 23, 2026, the company partly exercised an option to acquire 3,030,303,030 RAIN tokens at $0.0033 per token, for $10 million. The filing gives the fair value of the digital asset treasury at December 31, 2025 as $606.781 million. The release itself warns of "the highly volatile nature of the price, trading volume, and liquidity of RAIN." The 20-F also says the asset manager may use staking, restaking and decentralized finance strategies to try to enhance returns on the holdings, and adds: "We cannot assure you that any such strategies will be available to us."

The operating business

Cash and cash equivalents were $1.9 million at December 31, 2025, down from $3.3 million a year earlier. Short-term investments were $198,000 at the end of 2024. Cash used in operations was $10.4 million in 2025, against $13.0 million in 2024. Research and development expense was $9.2 million in 2025, against $10.6 million in 2024. The company reported net income of $1.24 billion for 2025, against a net loss of $15.0 million for 2024. The clinical business is built on Allocetra, which the release calls an advanced clinical-stage immunotherapy targeting inflammatory conditions linked to aging, with a primary focus on age-related osteoarthritis. The 20-F describes a randomized, multi-country Phase I/II trial in knee osteoarthritis, with six-month data from the Phase IIa stage reported in November 2025. The company says it is preparing a Phase IIb trial, that the FDA cleared the IND in March 2026, and that topline three-month and six-month data are expected in the second quarter and third quarter of 2027. The comparison is stark. At year end the operating cash balance was $1.9 million, and the treasury carried a fair value of $606.781 million. The $10 million March purchase of RAIN was itself larger than the year-end cash balance. The treasury is a fair value figure, not cash,.

What the termination leaves open

The release does not say how the company will raise money in place of the Rain Foundation placement. It names no placement agent, underwriter or financial advisor for that placement. It also does not say whether the company intends to pursue a new placement with the same investor or any other. The release's forward-looking statements list the risk of failing to realize the anticipated benefits of the digital asset treasury strategy, and the risk that the price and liquidity of the company's shares may be correlated with those of the digital assets it holds. The clinical timetable runs to topline data in 2027.

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