NES-ZIONA, Israel — November 24, 2025 — Leads & Copy — Enlivex Therapeutics Ltd. (Nasdaq: ENLV) has entered into a securities purchase agreement for a private investment in public equity (PIPE) for the purchase and sale of 212,000,000 ordinary shares, or ordinary share equivalents in lieu thereof, at $1.00 per share. The deal, expected to close on or before November 25, 2025, is subject to customary closing conditions.
The price per share represents an 11.5% premium from the stock’s closing price on November 21, 2025. The expected aggregate gross proceeds are approximately $212,000,000, funded in a combination of U.S. dollars and USDT, before deducting placement agent fees and other offering expenses.
Upon closing of the private placement, Enlivex plans to adopt a treasury strategy centered on RAIN, a decentralized predictions and options protocol built on the Arbitrum network, making it the world’s first company to do so. RAIN is a fully decentralized predictions and options protocol that redefines predictive market ecosystems and provides a powerful platform for on-chain market creation – built for transparency, automation, and community participation.
Enlivex intends to use the net proceeds from the PIPE to implement the RAIN prediction markets token treasury strategy, while continuing its focus on its core business operations. Enlivex will be the first publicly-listed company to develop a treasury strategy centered on RAIN, which will serve as the primary treasury reserve asset of the company.
The RAIN protocol is permissionless, enabling users to create and trade custom options on any market. Market outcomes can be AI-resolved, and the platform is governed by the RAIN token, which features a built-in, deflationary Buyback & Burn mechanism. The protocol lets participants trade on expectations of future events, and the company believes it will become a dominant force in this expanding market segment.
Mr. Matteo Renzi, former Prime Minister of Italy, will be appointed to the Enlivex Board of Directors following closing of the private placement.
Alongside managing the RAIN treasury portfolio, Enlivex will continue clinical development of Allocetra™, a novel therapy designed to treat osteoarthritis. Osteoarthritis is the most common form of arthritis, affecting more than 32.5 million Americans and more than 300 million individuals worldwide.
BTIG is serving as the sole placement agent and exclusive financial advisor for the Transaction. Greenberg Traurig, P.A. and FISCHER (FBC & Co.) serve as legal counsels to Enlivex, and DLA Piper and Gornitzky & Co. serve as legal counsels to BTIG.
Shachar Shlosberger, CFO
Enlivex Therapeutics, Ltd.
shachar@enlivex.com
Jack Perkins
Enlivex@KCSA.com
Source: Enlivex Therapeutics Ltd.
