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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
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
Commission file number:
(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 ☐
Financial Statements
The unaudited condensed consolidated financial statements for Enlivex Ltd., a company organized under the laws of the State of Israel (“Enlivex”), as of and for the three and six month periods ended June 30, 2026 and 2025, and the Operating and Financial Review and Prospects of Enlivex for the corresponding periods are furnished as Exhibit 99.1 and Exhibit 99.2, respectively, to this Report on Form 6-K and incorporated by reference into Enlivex’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 | Unaudited condensed consolidated financial statements for Enlivex as of June 30, 2026 and December 31, 2025 and for the three and six month periods ended June 30, 2026 and 2025. | |
| 99.2 | Operating and Financial Review and Prospects as of and for the three and six month periods ended June 30, 2026 and 2025. | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: | Oren Hershkovitz | |
| Title: | Chief Executive Officer | |
Date: September 25, 2026
2
Exhibit 99.1
ENLIVEX LTD.
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2026 AND DECEMBER 31, 2025
AND FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND 2025
ENLIVEX LTD.
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2026 AND DECEMBER 31, 2025
AND FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND 2025
INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
F-1
ENLIVEX LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
U.S. dollars in thousands (except share data)
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Short-term interest-bearing deposits | ||||||||
| Prepaid expenses and other receivables | ||||||||
| Digital assets, at fair value | ||||||||
| Digital assets purchase option | ||||||||
| Total Current Assets | ||||||||
| Non-Current Assets | ||||||||
| Property and equipment, net | ||||||||
| Digital assets, at fair value | ||||||||
| Other assets | ||||||||
| Total Non-Current Assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current Liabilities | ||||||||
| Convertible debt, net | $ | $ | ||||||
| Accounts payable trade | ||||||||
| Accrued expenses and other liabilities | ||||||||
| Derivative liability | ||||||||
| Total Current Liabilities | ||||||||
| Non-Current Liabilities | ||||||||
| Deferred tax liability | ||||||||
| Lease liabilities | ||||||||
| Total Non-Current Liabilities | ||||||||
| Commitments and Contingent Liabilities | ||||||||
| TOTAL LIABILITIES | ||||||||
| SHAREHOLDERS’ EQUITY | ||||||||
| Ordinary shares of NIS | ||||||||
| Authorized: Issued and outstanding: | ||||||||
| Additional paid in capital | ||||||||
| Accumulated other comprehensive income | ||||||||
| Retained earnings | ||||||||
| TOTAL SHAREHOLDERS’ EQUITY | ||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-2
ENLIVEX LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS & COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
U.S. dollars in thousands (except share and per share data)
| Three months ended | Six months ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Research and development expenses | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Other expenses | ||||||||||||||||
| Operating loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income on digital assets, net | ||||||||||||||||
| Change in fair value of digital assets purchase option | ||||||||||||||||
| Finance income (expenses), net | ( | ) | ( | ) | ||||||||||||
| Income (loss) before taxes on income | ( | ) | ( | ) | ||||||||||||
| Taxes on income | ( | ) | ( | ) | ||||||||||||
| Net income (loss) | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Total comprehensive income (loss) | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Basic earnings (loss) per share | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Weighted average number of shares outstanding | ||||||||||||||||
| Diluted earnings (loss) per share | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Weighted average number of shares outstanding | ||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-3
ENLIVEX LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED)
U.S. dollars in thousands (except share data)
| Ordinary Shares | Accumulated other | Retained earnings | ||||||||||||||||||||||
| Number of Shares | Amount | Additional paid in capital |
comprehensive income | (Accumulated deficit) | Total | |||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | $ | $ | $ | |||||||||||||||||||
| Changes during the three-month period ended March 31, 2026: | ||||||||||||||||||||||||
| Restricted stock units vested | ( | ) | ||||||||||||||||||||||
| Issuance of shares for cash consideration of $ | ||||||||||||||||||||||||
| Share based compensation | - | |||||||||||||||||||||||
| Net income | - | |||||||||||||||||||||||
| Balance as of March 31, 2026 (unaudited) | ||||||||||||||||||||||||
| Changes during the three-month period ended June 30, 2026: | ||||||||||||||||||||||||
| Restricted stock units vested | ||||||||||||||||||||||||
| Issuance of shares for cash consideration of $ | ||||||||||||||||||||||||
| Issuance of shares upon conversion of a convertible debt | ||||||||||||||||||||||||
| Settlement of derivative liability | - | |||||||||||||||||||||||
| Share based compensation | - | |||||||||||||||||||||||
| Net income | - | |||||||||||||||||||||||
| Balance as of June 30, 2026 (unaudited) | $ | $ | $ | $ | $ | |||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
| Changes during the three-month period ended March 31, 2025: | ||||||||||||||||||||||||
| Restricted stock units vested | ( | ) | ||||||||||||||||||||||
| Issuance of shares for cash consideration of $ | ||||||||||||||||||||||||
| Share based compensation | - | |||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance as of March 31, 2025 (unaudited) | ( | ) | ||||||||||||||||||||||
| Changes during the three-month period ended June 30, 2025: | ||||||||||||||||||||||||
| Restricted stock units vested | ( | ) | ||||||||||||||||||||||
| Share based compensation | - | |||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance as of June 30, 2025 (unaudited) | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-4
ENLIVEX LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
U.S. dollars in thousands
| Six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities | ||||||||
| Net income (loss) | $ | $ | ( | ) | ||||
| Adjustments required to reflect net cash used in operating activities: | ||||||||
| Income and expenses not involving cash flows: | ||||||||
| Depreciation | ||||||||
| Unrealized (income) on digital assets | ( | ) | ||||||
| Income from changes in fair value of digital assets purchase option | ( | ) | ||||||
| Change in fair value of derivative liability | ( | ) | ||||||
| Convertible debt interest | ||||||||
| Capital (gain) loss on sale of property and equipment | ||||||||
| (Income) on bank deposits | ( | ) | ( | ) | ||||
| Loss on assets and liabilities classified as held for sale | ||||||||
| Non-cash operating lease expenses | ||||||||
| Share-based compensation | ||||||||
| Deferred taxes | ||||||||
| Changes in operating assets and liability items: | ||||||||
| Increase in prepaid expenses and other receivables | ||||||||
| Decrease in accounts payable trade | ( | ) | ( | ) | ||||
| Increase (decrease) in accrued expenses and other liabilities | ( | ) | ||||||
| Operating lease liabilities | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities | ||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Proceeds from sale of property and equipment | ||||||||
| Proceeds from sale of assets held for sale | ||||||||
| Investment in short-term interest-bearing bank deposits | ( | ) | ||||||
| Release of short-term interest-bearing bank deposits | ||||||||
| Purchase of digital assets | ( | ) | ||||||
| Net cash (used in) provided by investing activities | ( | ) | ||||||
| Cash flows from financing activities | ||||||||
| Proceeds from issuance of convertible debt | ||||||||
| Proceeds from issuance of shares, net | ||||||||
| Net cash provided by financing activities | ||||||||
| Increase (decrease) in cash, cash equivalents and restricted cash | ( | ) | ||||||
| Cash, cash equivalents and restricted cash - beginning of period | ||||||||
| Cash, cash equivalents and restricted cash - end of period | $ | $ | ||||||
| Non-cash investing and financing transactions: | ||||||||
| Issuance of shares upon conversion of a convertible debt | $ | $ | ||||||
| Supplemental disclosures of cash flow information: | ||||||||
| Cash paid for taxes | $ | $ | ||||||
| Cash received for interest, net | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-5
ENLIVEX LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2026 (UNAUDITED)
NOTE 1 – GENERAL INFORMATION
a. General
Enlivex Ltd. (formerly known as Enlivex Therapeutics Ltd.) (together with its consolidated subsidiaries, “we”, “us”, “our” or the “Company”), incorporated on January 22, 2012 under the laws of the State of Israel, is a longevity therapeutics Company focused on advancing therapies targeting inflammatory conditions associated with aging. The Company is currently focused on the treatment of osteoarthritis as its primary inflammatory indication, utilizing its lead therapeutic candidate, Allocetra™, a macrophage reprogramming therapy designed to restore immune balance and address inflammatory and degenerative conditions associated with aging.
The Company’s activities primarily consist of clinical development, including the conduct and management of clinical studies, regulatory interactions, and related corporate and administrative functions associated with advancing its therapeutic program.
On November 24, 2025, the Company adopted management’s treasury strategy centered on digital assets, primarily the RAIN token and related instruments. RAIN serves as the Company’s primary treasury reserve asset and is associated with a decentralized prediction-markets protocol built on blockchain infrastructure. Through this treasury strategy, the Company aims to provide investors with exposure to the emerging prediction-markets protocol. Management believes that, over time, this treasury strategy may potentially contribute to enhancing long-term shareholder value.
The Company’s ordinary shares, par value of NIS
b. Digital Asset Treasury Strategy –
The Company has adopted a digital asset treasury strategy under which it holds digital assets, primarily RAIN digital assets, as significant components of its treasury reserves. As of the reporting date, substantially all of the Company’s treasury holdings consisted of RAIN and RAIN-related digital assts.
RAIN is a digital asset issued in connection with a decentralized protocol operating on the Arbitrum blockchain.
RAIN functions as a governance and utility token within the protocol’s ecosystem, which is designed to enable the creation and participation in decentralized prediction and options markets. RAIN does not include a native proof-of-stake mechanism or protocol-level staking rewards. Any economic benefits to token holders are derived from governance participation and protocol mechanisms that may affect token supply over time.
The Company holds RAIN for treasury purposes and does not currently engage in short positions, leverage, or other strategies designed to reduce or hedge its net economic exposure to RAIN.
The Company holds its RAIN digital assets with a third-party custodian that provides custody and safeguarding services for digital assets. The custodial wallets are maintained in segregated qualified custodial accounts in the Company’s name.
As of the reporting date, the Company holds its RAIN tokens on a passive, non-yield-generating basis and does not deploy them into third-party protocols or smart contracts.
The Company may, from time to time, utilize a portion of its RAIN holdings for liquidity management purposes or for participation in decentralized finance arrangements. RAIN supplied to third-party protocols would be subject to protocol-specific terms, which may include withdrawal restrictions, lock-up periods, or delays in the ability to access or transfer the tokens.
F-6
ENLIVEX LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2026 (UNAUDITED)
c. Financial resources
The Company devotes substantially all of its efforts to research and development activities and to raising capital to support such activities. Accordingly, the Company is subject to significant risks and uncertainties, including the risk of not securing additional funding before achieving sustainable operating revenues and profitability. Since inception, the Company’s research and development activities have required significant capital investment. The Company has historically incurred operating losses and negative operating cash flows and expects to continue to incur operating losses for the foreseeable future.
For the three and six-month periods ended June 30, 2026 and for the year ended December 31, 2025, the Company recognized significant unrealized gains related to its RAIN digital asset holdings and the Company’s purchase option to acquire additional RAIN tokens (the “RAIN Option”), which resulted in net income and a positive accumulated earnings balance as of June 30, 2026. These gains are primarily non-operating in nature and do not reflect profitability from the Company’s core clinical operating activities.
The Company’s ability to achieve sustainable profitability from operations in the longer term remains dependent on several factors, including: (i) obtaining sufficient financing; (ii) the successful commercialization of its product candidates or the establishment of revenue-generating collaborations; (iii) the success of its research and development activities; (iv) competitive developments within the biotechnology and pharmaceutical industries; and (v) the receipt of required regulatory approvals and market acceptance of its product candidates.
In assessing the Company’s ability to meet its obligations as they become due during the look-forward period, management considered all liquidity sources available as of the date of publishing these financial statements, including the Company’s digital asset holdings. The Company maintains a portion of its RAIN holdings in an unencumbered and readily available form to meet short-term obligations. RAIN is traded in exchange for the USDT stablecoin; therefore, any sale of RAIN by the Company would result in the receipt of USDT, which would then need to be converted into U.S. dollars to obtain cash. Rain is traded in an active market characterized by sufficient transaction frequency and volume to provide reliable, ongoing pricing information, and is not subject to sale restrictions that would impair its availability. Management believes these unencumbered holdings can be converted to cash promptly and at a low transaction cost. However, the economic value of these holdings is subject to potentially significant short-term fluctuation due to the price volatility characteristic of digital asset markets. Accordingly, in assessing the sufficiency of liquidity for the look-forward period, management performed sensitivity analysis over adverse price scenarios for these holdings.
Based on current financial resources and expected expenditures, management and the Board of Directors believe that the Company has sufficient resources to fund its operations for at least twelve months following the date of filing of these financial statements with the U.S. Securities and Exchange Commission (the “SEC”).
The Company may, however, seek to raise additional capital during this period, as the Board deems appropriate. The Company intends to finance its operations primarily through equity and equity-linked financing (including convertible debt) and, in the longer term, through revenues from its product candidates. There can be no assurance that such long-term financing will be available on acceptable terms, or at all.
d. Approval of financial statements
These financial statements were approved by the Board on September 23, 2026.
e. On May 12, 2026, the Company received a notification from Nasdaq indicating that it was not in compliance with Nasdaq Listing Rule 5550(a)(2), as the closing bid price of the Ordinary Shares remained below the minimum required bid price of $
On June 5, 2026, the Board of Directors approved the implementation of a 1-for-15 reverse share split, which became effective on July 9, 2026. Following the reverse share split, the Company regained compliance with the minimum bid price requirement by maintaining a closing bid price of at least $
On July 23, 2026, the Company received written confirmation from Nasdaq that it had regained compliance with Listing Rule 5550(a)(2).
F-7
ENLIVEX LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2026 (UNAUDITED)
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
These unaudited condensed consolidated financial statements include the accounts of the Company and have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been made.
These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited annual consolidated financial statements and notes thereto included in the Company’s 2025 Annual Report on Form 20-F, as filed with the SEC on March 25, 2026 (the “Annual Financial Statements”). The results of operations for the interim periods presented herein are not necessarily indicative of the operating results for any future period. The December 31, 2025 financial information has been derived from the Annual Financial Statements.
Use of estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities. The Company’s management believes that the estimates, judgments and assumptions used were reasonable based upon information available at the time they were made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts in the statements of operations during each reporting period. Actual results could differ materially from those estimates.
Functional currency and translation to the reporting currency
The functional currency of the Company is the U.S. dollar because the U.S. dollar is the currency of the primary economic environment in which the Company operates and expects to continue to operate in the foreseeable future.
Transactions denominated in currencies other than the functional currency are translated at the exchange rates in effect at the date of the transaction.
The U.S. dollar decreased against the NIS: (
Digital assets
Digital assets consist primarily of RAIN tokens. The Company’s accounting policy for digital assets is consistent with that disclosed in the Company’s annual audited consolidated financial statements for the year ended December 31, 2025. Digital assets are measured at fair value in accordance with ASC 350-60, with changes in fair value recognized in earnings.
The fair value of digital assets is determined in accordance with ASC 820 based on quoted prices in active markets for identical assets. In determining fair value, the Company identifies the principal market, defined as the market with the greatest volume and level of activity to which the Company has access, and uses prices from that market. The Company evaluates the principal market at each reporting date based on observable trading activity and available market data.
The Company’s digital assets are classified within Level 1 of the fair value hierarchy, as fair value is based on observable quoted prices in active markets.
F-8
ENLIVEX LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2026 (UNAUDITED)
Digital assets purchase option
The Company’s accounting policy for the RAIN Option is consistent with that disclosed in the Annual Financial Statements.
The RAIN Option represents a derivative financial instrument within the scope of ASC 815 and is recognized at fair value upon initial recognition and subsequently remeasured at fair value at each reporting date, with changes in fair value recognized in earnings. The fair value of the RAIN Option is determined in accordance with ASC 820 using valuation techniques that incorporate observable market data, including the price of the underlying digital asset and other market-based inputs. The Company classifies the RAIN Option within Level 2 of the fair value hierarchy, as the valuation is based primarily on observable inputs.
The Company reassesses the valuation inputs and assumptions at each reporting date to reflect current market conditions.
The RAIN Option represented a significant component of the Company’s financial position as of June 30, 2026.
Convertible Debt and Embedded Derivatives
The Company accounts for convertible debt instruments in accordance with ASC 470.
Debt is initially recognized at the amount of proceeds received, net of original issue discounts and issuance costs. The difference between the proceeds received and the contractual repayment amount is recorded as an original issue discount (“OID”). Subsequent to initial recognition, the debt is measured at amortized cost using the effective interest method. Amortization of the OID and issuance costs is recognized as interest expense over the term of the instrument.
The Company evaluates all features embedded in debt instruments in accordance with ASC 815 to determine whether bifurcation is required. Embedded features are bifurcated from the host contract and accounted for separately as derivative liabilities when: (i) the economic characteristics and risks of the embedded feature are not clearly and closely related to those of the host contract; (ii) the embedded feature meets the definition of a derivative; and (iii) the embedded feature does not qualify for the equity scope exception.
Derivative Liabilities
Derivative liabilities are initially recognized at fair value and are remeasured at fair value at each reporting date, with changes in fair value recognized in earnings. The Company measures derivative liabilities using valuation techniques that incorporate significant unobservable inputs and classifies such instruments within Level 3 of the fair value hierarchy under ASC 820.
Debt Issuance Costs
When a debt instrument includes embedded features that are bifurcated and accounted for separately as derivative liabilities, transaction costs incurred in connection with the issuance of such debt instrument are allocated between the debt host contract and the derivative components based on their relative fair values at initial recognition. The portion of issuance costs allocated to the debt host contract is presented as a direct deduction from the carrying amount of the debt and is amortized to interest expense using the effective interest method over the term of the instrument. The portion of issuance costs allocated to the derivative components is recognized in earnings as incurred and is not deferred.
F-9
ENLIVEX LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2026 (UNAUDITED)
Earnings (loss) per share
Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted-average number of Ordinary Shares outstanding during the period. Diluted earnings (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue Ordinary Shares were exercised or converted into Ordinary Shares, in accordance with ASC 260, “Earnings per Share.”
| Three months ended | Six months ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| (in thousands except share and per share data) | 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Basic earnings (loss) per share: | ||||||||||||||||
| Income (loss) from continuing operations | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Weighted-average number of shares outstanding | ||||||||||||||||
| Basic earnings (loss) per share | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
For the three and six-month periods ended June 30, 2026, the Company reported net income and included the effect of dilutive securities in the calculation of diluted earnings per share.
For the three and six-month periods ended June 30, 2025, the Company reported a net loss. Accordingly, all potentially dilutive securities were excluded from the calculation of diluted loss per share, as their inclusion would have been anti-dilutive.
| Three months ended | Six months ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| (in thousands except share and per share data) | 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Diluted earnings (loss) per share: | ||||||||||||||||
| Weighted-average number of shares - basic | ||||||||||||||||
| Effect of dilutive securities: | ||||||||||||||||
| Weighted average number of stock options | ||||||||||||||||
| Weighted average number of convertible debt | ||||||||||||||||
| Weighted average number of restricted stock units | ||||||||||||||||
| Weighted average number of warrants | ||||||||||||||||
| Weighted-average number of shares – diluted | ||||||||||||||||
| Diluted earnings (loss) per share | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
The following potential Ordinary Shares were excluded from the computation of diluted earnings (loss) per share because their effect would have been anti-dilutive.
| Three months ended | Six months ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| (in thousands except share and per share data) | 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Anti-dilutive securities: | ||||||||||||||||
| Weighted average number of Ordinary Shares issuable under convertible debt | ||||||||||||||||
| Weighted average number of stock options | ||||||||||||||||
| Weighted average number of restricted stock units | ||||||||||||||||
| Weighted average number of warrants | ||||||||||||||||
| Number of shares excluded from diluted earnings (loss) per share | ||||||||||||||||
F-10
ENLIVEX LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2026 (UNAUDITED)
Risk Management and Concentration of Digital Asset Exposure
The Company’s exposure to risks associated with its digital assets, including RAIN, the related RAIN Option and USDT holdings, is consistent with the disclosures included in the Annual Financial Statements, except as described below.
Digital assets and the related RAIN Option continued to represent a substantial majority of the Company’s total assets as of June 30, 2026. Accordingly, the Company remains exposed to concentration risk associated with its reliance on a limited number of digital assets, primarily RAIN. This concentration exposes the Company to significant volatility in its financial position and results of operations.
The Company is exposed to market price risk due to fluctuations in the quoted price of RAIN tokens. Changes in market prices are recognized in earnings in the period in which they occur.
During the six months ended June 30, 2026, the Company held USDT, a stablecoin commonly used for settlement of digital asset transactions. While USDT is designed to maintain a stable value relative to the U.S. dollar, it is subject to risks associated with its issuer, market liquidity and the underlying reserve mechanisms. Accordingly, the Company is exposed to risks related to the stability and convertibility of USDT into U.S. dollars.
The Company is also exposed to valuation risk related to the measurement of the RAIN Option, which is affected by changes in market inputs, including the price of RAIN and expected volatility.
The Company is also exposed to liquidity risk associated with its repayment obligations under the Note (as defined in Note 12). The Note contains scheduled repayment obligations and customary events of default and acceleration provisions. The occurrence of an event of default could require the Company to repay its obligations earlier than scheduled and could result in the enforcement of the lender’s security interest in certain pledged digital assets.
The Company continues to hold its digital assets, including USDT, with third-party custodians in segregated accounts. Digital assets remain subject to cybersecurity, operational and custodial risks inherent in digital asset custody.
There have been no material changes in the Company’s concentrations of credit risk from those disclosed in the Annual Financial Statements, except for the addition of exposure to stablecoins as described above.
Significant Accounting Policies
There have been no material changes to the significant accounting policies previously disclosed in the Company’s Annual Report on Form 20-F for the year ended December 31, 2025.
New Accounting Standards Recently Adopted
Measurements of Credit Losses for Accounts Receivable and Contract Assets
In July 2025, the FASB issued ASU No. 2025-05, “Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses for Accounts Receivable and Contract Assets.” This ASU provides a practical expedient that allows entities to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset when estimating expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC Topic 606, “Revenue from Contracts with Customers”. The adoption of this ASU as of January 1, 2026 did not have a material impact on the Company’s consolidated financial statements and disclosures.
New Accounting Standards Not Yet Adopted
Disaggregation of Income Statement Expenses
In November 2024, the FASB issued ASU No. 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures,” which requires additional disclosure of certain costs and expenses in the notes to the financial statements. The updated standard is effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027. Early adoption is permitted and will be applied prospectively with the option for retrospective application. This ASU will likely result in additional disclosures, the Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.
F-11
ENLIVEX LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2026 (UNAUDITED)
Accounting for Internal-Use Software
In September 2025, the FASB issued ASU No. 2025-06, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Simplifying the Accounting for Internal-Use Software.” The updated guidance changes the capitalization criteria for internal-use software by replacing the existing stage-based model with a principles-based approach focused on the point at which management authorizes the software project, funding is approved, and it is probable that the software will be completed and used as intended. Costs that do not directly relate to the development of internal-use software, such as training, data conversion, and ongoing maintenance, will continue to be expensed as incurred. This standard is effective for annual and interim periods beginning after December 15, 2027. Early adoption is permitted and the standard will be applied prospectively. The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements or disclosures.
Interim Reporting
In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270) Narrow-Scope Improvements,” which provides clarifications intended to improve the consistency and usability of interim disclosure requirements, including a comprehensive listing of required interim disclosures and a new disclosure principle for reporting material events occurring after the most recent annual period. The amendments do not change the underlying objectives of interim reporting but are designed to enhance clarity in application. The guidance is effective for interim periods beginning after December 15, 2027. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.
NOTE 3 – CASH, CASH EQUIVALENTS AND RESTRICTED CASH
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheet, including location of amounts reported in the accompanying consolidated balance sheets, that sum to the total of the same amounts shown in the statement of cash flows.
| June 30, | December 31, | |||||||
| (in thousands) | 2026 | 2025 | ||||||
| Cash held in banks | $ | $ | ||||||
| Bank deposits with original maturities of three months or less (annual average interest rate | ||||||||
| Total cash and cash equivalents | ||||||||
| Restricted cash – current – Prepaid expenses and other receivables | ||||||||
| Restricted cash – noncurrent – Other assets | ||||||||
| Total cash, cash equivalents and restricted cash shown in the statement of cash flows | $ | $ | ||||||
NOTE 4 – SHORT TERM DEPOSITS
| June 30, | December 31, | |||||||
| (in thousands) | 2026 | 2025 | ||||||
| Bank deposits in U.S. $ (annual average interest rate | $ | $ | ||||||
| Bank deposits in NIS (annual average interest rate | ||||||||
| $ | $ | |||||||
F-12
ENLIVEX LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2026 (UNAUDITED)
NOTE 5 – PREPAID EXPENSES AND OTHER RECEIVABLES
| June 30, | December 31, | |||||||
| (in thousands) | 2026 | 2025 | ||||||
| Prepaid expenses | $ | $ | ||||||
| Tax authorities | ||||||||
| Receivables on account of assets sold | ||||||||
| Others | ||||||||
| $ | $ | |||||||
NOTE 6 – DIGITAL ASSETS
As of June 30, 2026 and December 31, 2025, the Company held
During the six months ended June 30, 2026, the Company held
The following table presents the changes in the Company’s digital assets for the six months ended June 30, 2026:
| Six-month period ended June 30, 2026 | ||||||||||||
| (in thousands) | RAIN | USDT | Total | |||||||||
| Balance at beginning of period | $ | $ | $ | |||||||||
| Purchases | ||||||||||||
| Sales | ( | ) | ( | ) | ||||||||
| Unrealized gains (losses) | ||||||||||||
| Balance at end of period | $ | $ | $ | |||||||||
During the six months ended June 30, 2026, the Company reassessed the markets in which it transacts in RAIN and concluded that there is no change in the principal market compared to that used for the year ended December 31, 2025.
As of June 30, 2026, the Company’s digital asset holdings were not subject to contractual sale restrictions or lock-up provisions. However, certain digital assets are pledged as collateral in connection with the Company’s obligations under the Note and are subject to security interests and related control mechanisms, which may affect the Company’s ability to transfer such assets. Please see Note 12 for additional information.
As of June 30, 2026 and December 31, 2025, the Company’s digital assets consisted of the following:
| June 30, 2026 | December 31, 2025 | |||||||||||||||
| (in thousands except token amounts) | Tokens | Fair Value | Tokens | Fair Value | ||||||||||||
| RAIN – current | $ | $ | ||||||||||||||
| RAIN – noncurrent | ||||||||||||||||
| Total RAIN | ||||||||||||||||
| Total USDT – current | ||||||||||||||||
| Total digital assets | $ | $ | ||||||||||||||
F-13
ENLIVEX LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2026 (UNAUDITED)
The components of income on digital assets, net, were as follows:
| Three months ended | Six months ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Unrealized gains recognized in earnings | $ | $ | $ | $ | ||||||||||||
| Commissions to custodian and to asset manager | ( | ) | ( | ) | ||||||||||||
| Realized gains (losses) recognized in earnings | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
NOTE 7 – DIGITAL ASSETS PURCHASE OPTION
On March 15, 2026, the Company and the RAIN Foundation amended the RAIN Option to extend its contractual expiration date from December 1, 2026 to December 31, 2027. No other material terms of the RAIN Option were modified.
The Company evaluated the amendment in accordance with ASC 815 and concluded that the modification represents a continuation of the existing derivative instrument. Accordingly, the impact of the extension was reflected in the fair value measurement as of the modification date.
The fair value of the RAIN Option continues to be determined in accordance with ASC 820 using a Black-Scholes valuation model. The valuation incorporates observable market inputs, including the quoted market price of RAIN and market-derived measures of expected volatility based on available trading data.
As of June 30, 2026, the RAIN Option was classified within Level 2 of the fair value hierarchy, as the valuation is based primarily on observable inputs.
The following key assumptions were used in the valuation of the RAIN Option:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Risk-free interest rate | % | % | ||||||
| Expected volatility | % | % | ||||||
| RAIN market price (per token) | $ | $ | ||||||
| Remaining contractual term (years) | ||||||||
| Exercise price | $ | $ | ||||||
The fair value of the RAIN Option is highly sensitive to changes in the market price of RAIN and expected volatility.
The following table presents a roll-forward of the RAIN Option asset measured using Level 2 inputs:
| Three months ended | Six months ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Balance at beginning of period | $ | $ | $ | $ | ||||||||||||
| Fair value upon initial recognition | ||||||||||||||||
| Change in fair value recognized in earnings | ||||||||||||||||
| Settlements / conversions | ( | ) | ( | ) | ||||||||||||
| Balance at end of period (fair value) | $ | $ | $ | $ | ||||||||||||
F-14
ENLIVEX LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2026 (UNAUDITED)
NOTE 8 – PROPERTY AND EQUIPMENT
Property and equipment, net consists of the following:
| June 30, | December 31, | |||||||
| (in thousands) | 2026 | 2025 | ||||||
| Cost: | ||||||||
| Laboratory equipment | $ | $ | ||||||
| Computers | ||||||||
| Office furniture & equipment | ||||||||
| Leasehold improvements | ||||||||
| Total cost | ||||||||
| Accumulated depreciation: | ||||||||
| Laboratory equipment | ||||||||
| Computers | ||||||||
| Office furniture & equipment | ||||||||
| Leasehold improvements | ||||||||
| Total accumulated depreciation | ||||||||
| Depreciated cost | $ | $ | ||||||
Depreciation expenses for the three- and six-month periods ended June 30, 2026 and 2025 were $
NOTE 9 – OTHER ASSETS
| June 30, | December 31, | |||||||
| (in thousands) | 2026 | 2025 | ||||||
| Restricted cash | $ | $ | ||||||
| Long term deposit | ||||||||
| Long-term prepaid expenses | ||||||||
| Right-of-Use assets, net | ||||||||
| $ | $ | |||||||
NOTE 10 – ACCRUED EXPENSES AND OTHER LIABILITIES
| June 30, | December 31, | |||||||
| (in thousands) | 2026 | 2025 | ||||||
| Vacation, convalescence and bonus accruals | $ | $ | ||||||
| Employees and payroll related | ||||||||
| Short-term operating lease liabilities | ||||||||
| Accrued expenses and other | ||||||||
| $ | $ | |||||||
NOTE 11 – LEASES
The Company is a party to operating leases for its corporate offices, laboratory space and vehicles.
| Six months ended June 30, | ||||||||
| (in thousands) | 2026 | 2025 | ||||||
| The components of lease expense were as follows: | ||||||||
| Operating leases expenses | $ | $ | ||||||
| Supplemental consolidated cash flow information related to operating leases follows: | ||||||||
| Cash used in operating activities | $ | $ | ||||||
| Non-cash activity: | ||||||||
| Right of use assets obtained in exchange for new operating lease liabilities | $ | $ | ||||||
F-15
ENLIVEX LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2026 (UNAUDITED)
Supplemental information related to operating leases, including location of amounts reported in the accompanying consolidated balance sheets, follows:
| June 30, | December 31, | |||||||
| (in thousands) | 2026 | 2025 | ||||||
| Other assets - ROU assets | $ | $ | ||||||
| Accumulated amortization | ||||||||
| Operating lease ROU assets, net | $ | $ | ||||||
| June 30, | December 31, | |||||||
| (in thousands) | 2026 | 2025 | ||||||
| Lease liabilities – current - Accounts payable and accrued liabilities | $ | $ | ||||||
| Lease liabilities – noncurrent | ||||||||
| Total operating lease liabilities | $ | $ | ||||||
| Weighted average remaining lease term in years | ||||||||
| Weighted average annual discount rate | % | % | ||||||
Maturities of operating lease liabilities as of June 30, 2026, were as follows:
| (in thousands) | ||||
| 2026 (after June 30) | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Total undiscounted lease liability | ||||
| Less: Imputed interest | ( | ) | ||
| Present value of lease liabilities | $ | |||
NOTE 12 – CONVERTIBLE DEBT
On March 23, 2026, the Company issued a senior secured convertible promissory note, due
The Note matures 12 months from issuance and does not bear stated interest. The Note is repayable by the Company in nine monthly installments of approximately $
On June 22, 2026, the Company elected to settle the first scheduled principal installment under the Note by issuing
The debt host contract is accounted for as a financial liability in accordance with ASC 470 and is subsequently measured at amortized cost using the effective interest method.
Certain embedded features within the Note were bifurcated and accounted for as a derivative liability (see Note 13 – Derivative Liability). The issuance costs totaling $
The Note is presented net of unamortized discount and issuance costs totaling $
F-16
ENLIVEX LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2026 (UNAUDITED)
NOTE 13 – DERIVATIVE LIABILITY
In connection with the issuance of the Note, the Company identified certain features embedded within the Note that require bifurcation and accounting as a single compound derivative liability in accordance with ASC 815.
These derivative instruments primarily relate to:
(i) certain conversion features with variable or contingent pricing, and
(ii) share settlement provisions based on market pricing mechanisms.
These features are evaluated on a combined basis as a single compound embedded derivative.
The Company determined that these features result in variability in the number of Ordinary Shares that may be issued, incorporate market-based pricing inputs, and include contingent provisions that may affect the settlement amount or method upon the occurrence of specified events. Such features expose the holder to returns that are not consistent with a fixed-for-fixed equity structure and do not qualify for the equity scope exception. Accordingly, these features were bifurcated and are accounted for as a derivative liability.
The derivative liability is remeasured at fair value at each reporting date, with changes in fair value recognized in earnings.
The Company applied a Monte Carlo simulation model to estimate the fair value of the derivative liability, as this approach captures the path-dependent and non-linear characteristics of the instrument, including settlement features based on trading price metrics and other market-based conditions.
The valuation of the derivative liability incorporates significant inputs, including: expected volatility of the Company’s share price, risk-free interest rate; expected term of the instrument; expected settlement behavior; and probability and timing of contingent events.
The fair value of the derivative liability is highly sensitive to changes in the price of the Ordinary Shares and expected volatility.
The following key assumptions were used in the valuation of the derivative liability:
| June 30, | March 23, | |||||||
| 2026 | 2026 | |||||||
| Risk-free interest rate | % | % | ||||||
| Expected volatility | % | % | ||||||
| Remaining contractual term (years) | ||||||||
The following table presents a roll-forward of the derivative liabilities measured using Level 3 inputs:
| June 30, | ||||||||
| (in thousands) | 2026 | 2025 | ||||||
| Balance at beginning of period | $ | $ | ||||||
| Fair value upon initial recognition | ||||||||
| Change in fair value recognized in earnings | ( | ) | ||||||
| Settlements / conversions | ( | ) | ||||||
| Balance at end of period (fair value) | $ | $ | ||||||
At issuance, transaction costs of $
F-17
ENLIVEX LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2026 (UNAUDITED)
NOTE 14 – COMMITMENTS AND CONTINGENT LIABILITIES
The Company is required to pay royalties to the State of Israel (represented by the Israel Innovation Authority, Ministry of Industry, Trade and Labor (the “IIA”)), computed on the basis of proceeds from the sale or license of products for development supported by IIA grants. These royalties are generally
The aggregate contingent obligation payable by the Company to the IIA as of June 30, 2026 was approximately $
NOTE 15 – EQUITY
| a) | On February 3, 2026, at a shareholders’ meeting of the Company, the shareholders approved: |
| i. | Amended and restated Articles of Association increasing the Company’s authorized share capital to |
| ii. | A resolution authorizing the Board of Directors to effect a reverse share split of the Ordinary Shares at a ratio ranging from |
| b) | On November 24, 2025, the Company entered into an At-The-Market Sales Agreement (the “Sales Agreement”), with BTIG, LLC (the “Sales Agent”), pursuant to which the Company may sell from time to time to or through the Sales Agent Ordinary Shares having an aggregate offering price of up to $ |
During the six months ended June 30, 2026, the Company issued and sold an aggregate of
| c) | On June 22, 2026 the Company issued |
| d) | On December 30, 2022 the Company entered into an agreement (the “ATM Agreement”), with Cantor Fitzgerald & Co. and JMP Securities LLC (each referred to as an “Agent”, and together, the “Agents”), as sales agents, pursuant to which the Company had been able to elect to sell Ordinary Shares having an aggregate offering price of up to $ |
F-18
ENLIVEX LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2026 (UNAUDITED)
| e) | All Company warrants are classified as a component of shareholders’ equity because such warrants are free standing financial instruments that are legally detachable, separately exercisable, do not embody an obligation for the Company to repurchase its own shares, and permit the holders to receive a fixed number of Ordinary Shares upon exercise, requires physical settlement and do not provide any guarantee of value or return. |
| Six months ended June 30, | ||||||||||||||||
| 2026 | 2025 | |||||||||||||||
Number of |
Weighted average exercise price | Number of |
Weighted average exercise price | |||||||||||||
| Outstanding at beginning of period | $ | $ | ||||||||||||||
| Issued | $ | $ | ||||||||||||||
| Exercised | $ | $ | ||||||||||||||
| Forfeited and expired | ( | ) | $ | ( | ) | $ | ||||||||||
| Outstanding and exercisable at end of period | $ | $ | ||||||||||||||
Set forth below is data regarding the range of exercise prices and expiration dates for warrants outstanding at June 30, 2026:
| Number of Warrants | Exercise Price Per Share | Issuance date | Expiration date | |||||||
| $ | ||||||||||
| $ | ||||||||||
| $ | ||||||||||
| $ | ||||||||||
| $ | ||||||||||
| $ | ||||||||||
| $ | ||||||||||
| (i) |
| (ii) |
NOTE 16 – SHARE-BASED COMPENSATION
| a) | Equity Incentive Plan – general |
As of June 30, 2026,
F-19
ENLIVEX LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2026 (UNAUDITED)
| b) | Stock option information |
The following table contains additional information on options granted under the 2019 Plan:
| Three months ended June 30, | ||||||||||||||||
| 2026 | 2025 | |||||||||||||||
Number of |
Weighted average exercise price | Number of |
Weighted average exercise price | |||||||||||||
| Outstanding at beginning of period | $ | |||||||||||||||
| Forfeited and expired | $ | ( | ) | |||||||||||||
| Outstanding at end of period | $ | |||||||||||||||
| Exercisable at end of period | $ | |||||||||||||||
| Non-vested at beginning of period | $ | |||||||||||||||
| Vested | $ | |||||||||||||||
| Forfeited | $ | ( | ) | |||||||||||||
| Non-vested at the end of period | $ | |||||||||||||||
| Six months ended June 30, | ||||||||||||||||
| 2026 | 2025 | |||||||||||||||
| Number of options | Weighted average exercise price | Number of options | Weighted average exercise price | |||||||||||||
| Outstanding at beginning of period | $ | $ | ||||||||||||||
| Granted | $ | $ | ||||||||||||||
| Forfeited and expired | ( | ) | $ | ( | ) | $ | ||||||||||
| Outstanding at end of period | $ | $ | ||||||||||||||
| Exercisable at end of period | $ | $ | ||||||||||||||
| Non vested at beginning of period | $ | $ | ||||||||||||||
| Granted | $ | $ | ||||||||||||||
| Forfeited and expired | $ | ( | ) | $ | ||||||||||||
| vested | $ | ( | ) | $ | ||||||||||||
| Outstanding at end of period | $ | $ | ||||||||||||||
During the three and six-month periods ended June 30, 2026 and 2025, the Company recognized $
As of June 30, 2026, the total unrecognized estimated compensation cost related to outstanding non-vested stock options was $
F-20
ENLIVEX LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2026 (UNAUDITED)
| c) | Set forth below is data regarding the range of exercise prices and remaining contractual life (in years) for options outstanding at June 30, 2026: |
| Exercise price | Number of options outstanding | Remaining contractual Life (in years) | Intrinsic Value of Options Outstanding | No. of options exercisable | ||||||||||||||
| (in thousands) | ||||||||||||||||||
| $ | $ | |||||||||||||||||
| $ | ||||||||||||||||||
| $ | ||||||||||||||||||
| $ | ||||||||||||||||||
| $ | ||||||||||||||||||
| $ | ||||||||||||||||||
| $ | ||||||||||||||||||
| $ | ||||||||||||||||||
| $ | ||||||||||||||||||
| $ | ||||||||||||||||||
| $ | ||||||||||||||||||
| $ | ||||||||||||||||||
| $ | ||||||||||||||||||
| $ | ||||||||||||||||||
| $ | ||||||||||||||||||
| $ | ||||||||||||||||||
| $ | ||||||||||||||||||
| d) | The following table contains information concerning restricted stock units granted under the 2019 Plan: |
| Three months ended June 30, | ||||||||||||||||
| 2026 | 2025 | |||||||||||||||
Number of |
Weighted average grant date fair value | Number of |
Weighted average grant date fair value | |||||||||||||
| Nonvested at beginning of period | $ | $ | ||||||||||||||
| Vested | $ | ( | ) | $ | ||||||||||||
| Forfeited | $ | ( | ) | $ | ||||||||||||
| Nonvested at end of period | $ | $ | ||||||||||||||
| Six months ended June 30, | ||||||||||||||||
| 2026 | 2025 | |||||||||||||||
| Number of shares | Weighted average grant date fair value | Number of shares | Weighted average grant date fair value | |||||||||||||
| Nonvested at beginning of period | $ | $ | ||||||||||||||
| Granted | $ | $ | ||||||||||||||
| Vested | ( | ) | $ | ( | ) | $ | ||||||||||
| Forfeited | $ | ( | ) | $ | ||||||||||||
| Nonvested at end of period | $ | $ | ||||||||||||||
The Company estimates the fair value of restricted stock units based on the closing sales price of the Ordinary Shares on the date of grant (or the closing bid price, if no sales were reported).
F-21
ENLIVEX LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2026 (UNAUDITED)
For the three and six-month periods ended June 30, 2026 and 2025, the Company recognized $
Total share-based compensation expense related to restricted stock units not yet recognized as of June 30, 2026 was $
| e) | The following table summarizes share-based compensation expenses related to grants under the 2019 Plan included in the statements of operations: |
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Research & development | $ | $ | $ | $ | ||||||||||||
| General & administrative | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
NOTE 17 – TAXES ON INCOME
| a. | The effective tax rate was |
The increase in the effective tax rate was primarily due to the recognition of taxable unrealized gains on digital assets during 2026, which are expected to result in taxable amounts upon future realization of the related assets.
| b. |
| (in thousands) | Three months ended June 30, | Six months ended June 30, | ||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Current tax - corporate taxes | $ | $ | $ | $ | ||||||||||||
| Deferred tax | ||||||||||||||||
| Taxes on income | $ | $ | $ | $ | ||||||||||||
| c. | Deferred income taxes: |
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax purposes.
NOTE 18 – FAIR VALUE HIERARCHY
The Company’s financial assets measured at fair value on a recurring basis consisted of the following types of instruments as of June 30, 2026 and December 31, 2025:
| June 30, 2026 | ||||||||||||||||
| (in thousands) | Total | Level 1 | Level 2 | Level 3 | ||||||||||||
| Short term RAIN digital assets | $ | $ | $ | $ | ||||||||||||
| Long term RAIN digital assets | ||||||||||||||||
| RAIN Option | ||||||||||||||||
| Total financial assets | ||||||||||||||||
| Derivative liability | ||||||||||||||||
| Total financial liabilities | $ | $ | $ | $ | ||||||||||||
| December 31, 2025 | ||||||||||||||||
| (in thousands) | Total | Level 1 | Level 2 | Level 3 | ||||||||||||
| Short term RAIN digital assets | $ | $ | $ | $ | ||||||||||||
| Long term RAIN digital assets | ||||||||||||||||
| RAIN Option | ||||||||||||||||
| Total financial assets | $ | $ | $ | $ | ||||||||||||
The carrying amounts of cash, cash equivalents and short-term deposits approximate their fair value due to the short-term nature of these instruments.
F-22
ENLIVEX LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2026 (UNAUDITED)
NOTE 19 – SUPPLEMENTARY FINANCIAL STATEMENT INFORMATION
Finance income (expenses), net
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Interest income | $ | $ | $ | $ | ||||||||||||
| Change in fair value of derivative liability | ||||||||||||||||
| Convertible debt interest | ( | ) | ( | ) | ||||||||||||
| Exchange differences, net | ( | ) | ||||||||||||||
| Bank commissions and other expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| $ | ( | ) | $ | $ | ( | ) | $ | |||||||||
NOTE 20 – EVENTS SUBSEQUENT TO THE BALANCE SHEET DATE
Management has evaluated these events in accordance with ASC 855, Subsequent Events, and concluded that the following events represent non-recognized subsequent events and, accordingly, have been disclosed but not reflected in the consolidated financial statements:
| 1. | The Company issued and sold |
| 2. | On July 27, 2026, the Company entered into a Securities Purchase Agreement with The Rain Foundation, an existing shareholder of the Company, for a private placement of up to $ |
| 3. | On August 11, 2026, the Company and the holder of the Note entered into an amendment to the Senior Secured Convertible Promissory Note described in Note 12 (the “Amendment”). Pursuant to the Amendment, (i) the event of default that would occur if the Company’s market capitalization remained below $ |
F-23
Exhibit 99.2
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
This Operating and Financial Review and Prospects 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,” “has the potential to” and other words and phrases of similar meaning, including, without limitation: statements regarding expected cash balances; market opportunities for the results of current clinical studies and preclinical experiments; expected clinical trial results; the effectiveness of, and market opportunities for, ALLOCETRATM programs; 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; and future financial condition and performance, all of which statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Investors are cautioned that forward-looking statements involve risks and uncertainties that may affect the Company’s business and prospects, including the risks that the Company may not succeed in generating any revenues or developing any commercial products; that the products in development may fail, may not achieve the expected results or effectiveness and/or may not generate data that would support the approval or marketing of these products for the indications being studied or for other indications; that ongoing studies may not continue to show substantial or any activity; that the results of clinical trials in humans may produce results that differ significantly from the results of clinical and other trials in animals; and that the results of early-stage trials may differ significantly from the results of more developed, later-stage trials. Additionally, the development of any products using the ALLOCETRATM product line could also be affected by a number of other factors, including unexpected safety, efficacy or manufacturing issues, additional time requirements for data analyses and decision making, the impact of pharmaceutical industry regulation, the impact of competitive products and pricing and the impact of patents and other proprietary rights held by competitors and other third parties. Additionally, 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; and risks relating to the treatment of crypto assets for U.S. and foreign tax purposes.
In addition to the risk factors described above, investors should consider the economic, competitive, governmental, technological and other factors discussed in Enlivex’s filings with the Securities and Exchange Commission, including in its Annual Report on Form 20-F for the year ended December 31, 2025. The forward-looking statements contained in this Operating and Financial Review and Prospects speak only as of the date the statements were made, and we do not undertake any obligation to update forward-looking statements, except as required under applicable law.
Overview
Enlivex Ltd., a company organized under the laws of the State of Israel (including its consolidated subsidiaries, “we”, “us”, “our” or the “Company”), is a quality longevity company focused on advancing therapies designed to extend health span and improve quality of life, powered by a prediction markets treasury. We operate a dual strategy that combines clinical development in quality longevity therapeutics, currently focused on the treatment of osteoarthritis as our primary inflammatory indication, with a treasury model anchored in decentralized prediction markets infrastructure through the RAIN protocol. Our lead therapeutic candidate, Allocetra™, is a macrophage reprogramming therapy designed to restore immune balance and address inflammatory and degenerative conditions associated with aging.
AllocetraTM is a universal, off-the-shelf cell therapy designed to reprogram macrophages into their homeostatic state, which is critical for immune system rebalancing and resolution of inflammatory conditions. Non-homeostatic macrophages contribute significantly to disease severity. By restoring macrophage homeostasis, Allocetra™ has the potential to provide a novel immunotherapeutic mechanism of action for debilitating and life-threatening clinical indications that are defined as “unmet medical needs,” as a stand-alone therapy or in combination with other therapeutic agents.
We believe the Company’s primary innovative immunotherapy, AllocetraTM, represents a paradigm shift in macrophage reprogramming, moving from targeting a specific subset of macrophages or a specific pathway affecting macrophage activity, to a fundamental view of macrophage homeostasis. Restoring macrophage homeostasis may induce the immune system to rebalance itself to normal levels of operation, thereby promoting disease resolution.
The Company is focused on osteoarthritis as its main inflammatory indication. Osteoarthritis is a degenerative joint disease, characterized by low-grade inflammation, that affects more than 32.5 million adults in the United States. Treatment of osteoarthritis represents a substantial unmet medical need, particularly non-invasive treatments, as current therapeutic options are largely limited to pain management, lifestyle modifications, and, ultimately, joint replacement surgery. The Company believes that negatively reprogrammed macrophages may be key contributors to disease severity in osteoarthritis and that the effective reprogramming of these negatively reprogrammed macrophages into their respective homeostatic states may facilitate disease resolution.
In November 2025, using proceeds from the consummation of the Company’s approximately $212.0 million private placement (the “Private Placement”), the Company established a long-term cryptocurrency and digital asset treasury reserve policy centered on RAIN, which currently serves as the primary treasury reserve asset of the Company. RAIN is the governance and utility token of a fully decentralized predictions and options protocol built on the Arbitrum network. The protocol enables users globally to create, trade, and resolve markets tied to real-world events through a transparent and automated on-chain framework. The RAIN token has been listed: since January 6, 2026, on the KuCoin cryptocurrency exchange, which ranks among the top ten cryptocurrency exchanges globally; since January 21, 2026 on the WhiteBIT cryptocurrency exchange, the largest European cryptocurrency exchange by traffic; and since February 9, 2026, on the Kraken cryptocurrency exchange, the second-largest U.S.-based cryptocurrency exchange.
Recent Developments – Reverse Split
On February 3, 2026, the Company's shareholders approved a resolution authorizing the Board of Directors (the “Board”) to effect a reverse share split of the ordinary shares at a ratio ranging from 1-for-2 to 1-for-20, with the final ratio and effective date to be determined by the Board within 12 months of the approval date. On June 5, 2026, the Board approved the implementation of a 1-for-15 reverse share split of the ordinary shares, which the Company announced on July 7, 2026 and became effective on July 9, 2026. The reverse split reduced the number of issued and outstanding ordinary shares from 252,480,222 to approximately 16,832,017. All share and per share amounts presented in this Operating and Financial Review and Prospects have been retroactively adjusted to reflect the reverse share split, which, upon effectiveness, resulted in the adjustment of the Company’s authorized share capital from NIS 950,000,000, divided into 2,375,000,000 ordinary shares with a nominal value of NIS 0.40 each, to NIS 950,000,000, divided into 158,333,333 ordinary shares with a nominal value of NIS 6.00 each. “NIS” refers to New Israeli Shekels.
Financial Overview
Since inception, we have incurred significant losses in connection with our research and development and have not generated any revenue from operations. We have funded our operations primarily through the sale of equity and equity-linked securities in public and private offerings and grants from the Israel Innovation Authority (the “IIA”). As of June 30, 2026, we had approximately $5,518,000 in cash and cash equivalents as well as short-term investments in digital assets of $107,328,000 and we had retained earnings of approximately $3,057 billion. See “—Liquidity and Capital Resources” below. We expect that we will continue to incur operating losses in connection with our research and development activities, which may be substantial over the next several years, and we expect to require additional funds to further pursue our research and development programs.
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In November 2025, in connection with the closing of the Private Placement and the establishment of the Company’s digital asset treasury reserve policy, the Company entered into an agreement with the RAIN Foundation, pursuant to which the Company obtained an exclusive option to purchase up to 278,181,818,182 RAIN tokens (the “RAIN Option”), exercisable in whole or in part, at the Company’s discretion, at a price of $0.0033 per RAIN token. On December 1, 2025, the Company partially exercised the RAIN Option and acquired 3,030,303,030 RAIN tokens for consideration of $10 million. On March 23, 2026, the Company partially exercised the RAIN Option to acquire an additional 3,030,303,030 RAIN tokens for aggregate consideration of $10,000,000, and, on April 28, 2026, the Company partially exercised the RAIN Option to acquire additional 748,793,943 RAIN tokens for aggregate consideration of $2,471,000. The RAIN Option had an initial expiration date of December 1, 2026, and the Company and the RAIN Foundation amended the RAIN Option to extend its expiration date to December 31, 2027.
As of June 30, 2026, the fair value of the Company’s digital asset treasury and the fair value of the RAIN Option was approximately $1.25 billion and $3.63 billion, respectively. Notwithstanding the loss of $15.8 million from our clinical operations for the six months ended June 30, 2026, the Company recognized $2.53 billion of income before taxes attributable to an aggregate unrealized, non-cash gain of $2.55 billion, resulting from increases in the fair value of the Company’s digital asset treasury and treasury-related derivative asset during the six months ended June 30,2026.
Revenue
We have not generated any revenue from operations since our inception. To date, we have funded our operations primarily through the sale of equity and equity-linked securities (including convertible debt) in public and private offerings and grants from the IIA. Our ability to generate revenue from operations and achieve or maintain operating profitability depends upon the clinical success of our product candidates, regulatory approvals and our ability to successfully commercialize products.
Costs and Operating Expenses
Our current costs and operating expenses consist of two components: (i) research and development expenses, net; and (ii) general and administrative expenses.
Research and Development Expenses, Net
Our research and development expenses consist primarily of research and development activities at our laboratory in Israel, including drug and laboratory supplies and costs for facilities and equipment, outsourced development expenses, including the costs of regulatory consultants and certain other service providers, salaries and related personnel expenses (including share-based compensation) and fees paid to external service providers and the costs of preclinical studies and clinical trials. We charge all research and development expenses to operations as they are incurred. We expect our research and development expenses to remain our primary expenses for the foreseeable future as we continue to develop Allocetra™. Increases or decreases in research and development expenditures are attributable to the number and duration of our preclinical and clinical studies.
Grants received from the IIA are recognized when the grant becomes receivable, provided there is reasonable assurance that (i) we will comply with the conditions attached to the grant and (ii) the grant will be received. Research and development expenses, net, are reduced to the extent we receive IIA grants.
We expect that a large percentage of our research and development expenses in the future will be incurred in support of our current and future preclinical and clinical development projects. Due to the inherently unpredictable nature of preclinical and clinical development processes, we are unable to estimate with any certainty the costs we will incur for the continued development of our product candidates in our pipeline for potential commercialization. Furthermore, although we expect to apply for additional IIA grants, we cannot be certain that we will obtain such grants. Clinical development timelines, the probability of success and development costs can differ materially from expectations. We expect to continue to test our product candidates in preclinical studies for toxicology, safety and efficacy and to conduct additional clinical trials for our product candidates.
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While we are currently focused on advancing our product development, our future research and development expenses will depend on the clinical success of our product candidates, as well as ongoing assessments of each candidate’s commercial potential. As we obtain results from clinical trials, we may elect to discontinue or delay clinical trials for our product candidates in certain indications in order to focus our resources on more promising indications for any such product candidate. Completion of clinical trials may take several years or more, but the length of time generally varies according to the type, complexity, novelty and intended use of a product candidate.
We expect our research and development expenses to increase in the future as we continue the advancement of our clinical product development for our current indication and as we potentially pursue additional indications. The lengthy process of completing clinical trials and seeking regulatory approval for our product candidates requires the expenditure of substantial resources. Any failure or delay in completing clinical trials, or in obtaining regulatory approvals, could cause a delay in generating product revenue and cause our research and development expenses to increase and, in turn, have a material adverse effect on our financial condition and results of operation.
General and Administrative Expenses
General and administrative expenses consist primarily of compensation and related benefits (including share-based compensation) for employees in executive and operational roles, including accounting, finance, investor relations, information technology and human resources. Our other significant general and administrative expenses include facilities costs, professional fees for outside accounting and legal services, including legal work in connection with patent applications, travel costs and insurance premiums.
Income on digital assets, net
Income on digital assets, net, reflects the changes in the fair value of the Company’s digital asset holdings recognized during the applicable period. The amounts recorded were primarily attributable to changes in the quoted market price of RAIN tokens during such period. As of the end of the reporting period, the Company had not recognized any income arising from the sale, transfer, or other disposition of digital assets.
Change in fair value of digital assets purchase option
Change in fair value of digital assets purchase option reflects the remeasurement of the RAIN Option, which is accounted for as a derivative instrument and measured at fair value. Changes in fair value are primarily attributable to changes in the market price of RAIN, changes in volatility assumptions, and the remaining contractual term of the option.
Finance Income (Expenses), Net
Finance income (expenses), net consists of interest earned on our bank deposits, exchange rate differences, interest on convertible debt, changes in fair value of derivative liability, and bank fees and other expenses.
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Results of Operations
Six-Months Ended June 30, 2026 Compared to Six-Months Ended June 30, 2025
The table below provides our results of operations for the six months ended June 30, 2026 and June 30, 2025:
| Six Months Ended June 30 | ||||||||
| 2026 | 2025 | |||||||
|
(In thousands, except per share data) (unaudited) |
||||||||
| Research and development expenses, net | $ | 6,624 | $ | 4,691 | ||||
| General and administrative expenses | 9,204 | 1,891 | ||||||
| Other expenses | - | 29 | ||||||
| Operating loss | (15,828 | ) | (6,611 | ) | ||||
| Income on digital assets, net | 609,763 | - | ||||||
| Change in fair value of digital assets purchase option | 1,943,680 | - | ||||||
| Finance income (expenses), net | (1,276 | ) | 1,291 | |||||
| Income (loss) before taxes on income | 2,536,339 | (5,320 | ) | |||||
| Taxes on income | (587,292 | ) | - | |||||
| Net income (loss) | 1,949,047 | (5,320 | ) | |||||
| Basic earnings (loss) per share | $ | 120.10 | $ | (3.40 | ) | |||
| Diluted earnings (loss) per share | $ | 108.50 | $ | (3.40 | ) | |||
Three-Months Ended June 30, 2026 Compared to Three-Months Ended June 30, 2025
The table below provides our results of operations for the three months ended June 30, 2026 and June 30, 2025:
| Three Months Ended June 30 |
||||||||
| 2026 | 2025 | |||||||
|
(In thousands, except per share data) |
||||||||
| Research and development expenses | $ | 2,922 | $ | 2,141 | ||||
| General and administrative expenses | 1,310 | 937 | ||||||
| Loss on disposal group of assets held for sale | - | - | ||||||
| Operating loss | (4,232 | ) | (3,078 | ) | ||||
| Income on digital assets, net | 601,439 | - | ||||||
| Change in fair value of digital assets purchase option | 1,862,461 | - | ||||||
| Finance income (expenses), net | (1,357 | ) | 1,210 | |||||
| Income (loss) before taxes on income | 2,458,311 | (1,868 | ) | |||||
| Taxes on income | (566,697 | ) | - | |||||
| Net income (loss) | 1,891,614 | (1,868 | ) | |||||
| Basic earnings (loss) per share | $ | 114.40 | $ | (1.20 | ) | |||
| Diluted earnings (loss) per share | $ | 97.80 | $ | (1.20 | ) | |||
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Research and Development Expenses, Net
For the six months ended June 30, 2026 and 2025, we incurred research and development expenses, net in the aggregate of $6,624,000 and $4,691,000, respectively. The increase of $1,933,000, or 41%, in research and development expenses, net, for the six months ended June 30, 2026 as compared to the first half of 2025 was primarily due to a $430,000 increase in payroll expenses and a $1,585,000 increase in expenses for clinical studies and purchase of materials, partially offset by a $50,000 decrease in share-based compensation expenses.
For the three months ended June 30, 2026 and 2025, we incurred research and development expenses, net in the aggregate of $2,922,000 and $2,141,000, respectively. The increase of $781,000, or 36%, in research and development expenses, net, for the three months ended June 30, 2026 as compared to the second quarter of 2025 was primarily due to a $226,000 increase in payroll expenses and a $556,000 increase in expenses for clinical studies and purchase of materials.
General and Administrative Expenses
For the six months ended June 30, 2026 and 2025, we incurred general and administrative expenses in the aggregate of $9,204,000 and $1,891,000, respectively. The increase of $7,313,000, or 387%, in general and administrative expenses for the six months ended June 30, 2026 as compared to the comparable 2025 period was primarily due to a $6,202,000 increase in expense with respect to equity awards granted to directors, officers and employees, a $791,000 increase in professional services expenses and a $136,000 increase in insurance expenses.
For the three months ended June 30, 2026 and 2025, we incurred general and administrative expenses in the aggregate of $1,310,000 and $937,000, respectively. The increase of $373,000, or 40%, in general and administrative expenses for the second quarter of 2026 as compared to the second quarter of 2025 was primarily due to a $368,000 increase in professional services expenses.
Other Expenses
As part of our 2023 strategic reprioritization plan, we determined to sell certain of our leased properties along with the leasehold improvements installed in the properties and certain laboratory equipment. Accordingly, the Company recognized a loss of $29,000 for the six months ended June 2025 related to these properties.
Operating Loss
Our operating loss was $15,828,000 for the six months ended June 30, 2026, as compared to our operating loss of $6,611,000 for the six months ended June 30, 2025, representing an increase of $9,217,000, or 139%. The increase was primarily due to the increase in general and administrative expenses with respect to equity awards granted to directors, officers and employees and to the increase in clinical trial expenses.
Our operating loss was $4,232,000 for the three months ended June 30, 2026, as compared to our operating loss of $3,078,000 for the three months ending June 30, 2025, representing an increase of $1,154,000, or 37%. The increase primarily resulted from an increase in clinical trial and professional services expenses.
Income on digital assets, net
For the six months ended June 30, 2026, we recognized an unrealized gain on digital assets from changes in the market price of RAIN tokens of $609,763,000, net of applicable commissions payable to a custodian and to our asset manager of $7,389,000, as compared to $0 for the comparable 2025 period, during which we did not have a treasury reserve policy.
For the three months ended June, 2026, we recognized an unrealized gain on digital assets from changes in the market price of RAIN tokens of $601,439,000, net of applicable commissions paid to a custodian and to our asset manager of $4,014,000, as compared to $0 for the comparable 2025 period, during which we did not have a treasury reserve policy.
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Change in fair value of digital assets purchase option
For the six months ended June 30, 2026, we recognized a $1,943,680,000 gain arising from changes in the fair value of the RAIN Option, as compared to $0 for the comparable 2025 period.
For the three months ended June 30, 2026, we recognized a $1,862,461,000 gain arising from changes in the fair value of the RAIN Option, as compared to $0 for the comparable 2025 period.
Finance (Expenses) Income, net
For the six months ended June 30, 2026 and 2025, we recorded finance (expenses) income, net of $(1,276,000) and $1,291,000 respectively. The main components of financial (expenses) income for the six months ended June 30, 2026 as compared to the six months of 2025 were as follows: $59,000 of interest income on cash equivalents and bank deposits for the six months of 2026 and income of $95,000 resulting from foreign currency exchange fluctuations, which were offset by $1,442,000 of expenses resulting from amortization of original issuance discount and issuance costs related to the Lind Note (as defined below), as compared to $469,000 of interest income on bank deposits and a gain of $827,000 from foreign currency exchange fluctuations for the six months of 2025.
For the three months ended June 30, 2026 and 2025, we recorded finance (expenses) income, net of $(1,357,000) and $1,210,000 respectively. The main components of financial (expense ) income for the three months ended June 30, 2026 as compared to the three months of 2025 were as follows: $23,000 of interest income on cash equivalents and bank deposits for the three months of 2026, $75,000 of expenses resulting from foreign currency exchange fluctuations, and $1,328,000 of expenses resulting from amortization of original issuance discount and issuance costs related to the Lind Note, as compared to $236,000 of interest income on bank deposits for and a gain of $978,000 from foreign currency exchange fluctuations for the three months of 2025.
Taxes on income
For the six months ended June 30, 2026, we recognized tax expenses of $587,292,000 attributable to taxable temporary differences arising from the excess of the fair value of our digital assets over their tax basis, as compared to $0 for the comparable 2025 period.
For the three months ended June 30, 2026, we recognized tax expenses of $566,697,000 attributable to taxable temporary differences arising from the excess of the fair value of our digital assets over their tax basis, as compared to $0 for the comparable 2025 period.
Net income (loss)
For the six months ended June 30, 2026, we recognized net income of $1,949,047,000, as compared to a net loss of $5,320,000 for the comparable prior year period, representing an increase of $1,954,367,000. Net income for the six months ended June 30, 2026 was attributable to a $609,763,000 gain resulting from increases in the fair value of the digital assets held in our digital asset treasury and a $1,943,680,000 gain arising from the change in the fair value of the RAIN Option. The comparable prior year period loss was attributable to our operating expenses, partially offset by financial income.
For the three months ended June 30, 2026, we recognized net income of $1,891,614,000, as compared to a net loss of $1,868,000 for the comparable prior year period, representing an increase of $1,893,482,000. Net income for the three months ended June 30, 2026 was attributable to a $601,439,000 gain resulting from increases in the fair value of the digital assets held in our digital asset treasury and a $1,862,461,000 gain arising from the change in the fair value of the RAIN Option. The comparable prior year period loss was attributable to our operating expenses, partially offset by financial income.
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Cash Flows
Six Months Ended June 30, 2026 Compared to six Months Ended June 30, 2025
For the six months ended June 30, 2026 and 2025, net cash used in operations was $10,935,000 and $5,822,000, respectively. Operating cash flows for the six months ended June 30, 2026 reflect net income of $1,949,047,000, adjusted for $1,965,258,000 of non-cash items, which included income from changes in the fair value of the RAIN Option, unrealized income on our digital assets, accrued interest on convertible debt, deferred taxes, income on bank deposits, depreciation and stock-based compensation, as well as a net cash inflow of $5,276,000 attributable to changes in operating assets and liabilities. Operating cash flows for the six months ended June 30, 2025 reflected a net loss of $5,320,000, adjustments of $204,000 for net non-cash expenses for depreciation, amortization, capital losses and stock-based compensation, and a net cash outflow of $298,000 attributable to changes in our operating assets and liabilities.
For the six months ended June 30, 2026, and 2025, net cash (used in) provided by investing activities was $(8,491,000) and $4,242,000, respectively. The decrease in net cash provided by investing activities for six months ended June 30, 2026 as compared to the comparable 2025 period was primarily attributable to the purchase of $12,471,000 of digital assets in 2026 as compared to $0 in 2025, proceeds from release of investments in interest-bearing bank deposits amounting to $3,989,000 in 2026, as compared to net proceeds of $3,701,000 in 2025, and proceeds from the sale of assets of $579,000 in 2025 as compared to $0 in 2026.
For the six months ended June 30, 2026, and 2025, net cash provided by financing activities was $23,084,000 and $197,000, respectively. This increase in cash provided by financing activities for the six months ended June 30, 2026 as compared to the comparable prior year period resulted primarily from net proceeds of $17,930,000 from the issuance of the Lind Note and $5,154,000 from our issuance of ordinary shares under the 2025 ATM Agreement (as defined below) as compared to net proceeds of $197,000 from our issuance of ordinary shares under the 2022 ATM Agreement (as defined below) in the comparable prior year period.
Liquidity and Capital Resources
We have incurred substantial losses from our clinical operations since our inception. We expect to incur losses from our clinical operations for the foreseeable future
Notwithstanding the absence of revenue from our clinical operations, for the six months ended June 30, 2026, we recognized an unrealized, non-cash gain of $2.5 billion resulting from increases in the fair value of our digital asset treasury and treasury-related derivative asset. As a result, as of June 30, 2026, we had retained earnings of $3.05 billion and working capital (current assets less current liabilities) of approximately $3.7 billion.
Developing product candidates, conducting clinical trials and commercializing products are expensive, and we will need to raise substantial additional funds to achieve our strategic objectives. We believe that our existing liquidity resources will be sufficient to fund our projected operations through the end of 2027. Nevertheless, we will require significant additional financing in the future to fund our operations, including if and when we progress into additional clinical trials, obtain regulatory approval for any of our product candidates and commercialize the same. We believe that we will need to raise significant additional funds before we have any cash flow from operations, if at all. Our future capital requirements will depend on many factors, including:
| ● | the progress and costs of our preclinical studies, clinical trials and other research and development activities; |
| ● | the scope, prioritization and number of our clinical trials and other research and development programs; |
| ● | the amount of revenues and contributions we receive under future licensing, development and commercialization arrangements with respect to our product candidates; |
| ● | the costs of the development and expansion of our operational infrastructure; |
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| ● | the costs and timing of obtaining regulatory approval for our product candidates; |
| ● | the costs of filing, prosecuting, enforcing and defending patent claims and other intellectual property rights; |
| ● | the costs and timing of securing manufacturing arrangements for clinical or commercial production; |
| ● | the costs of contracting with third parties to provide sales and marketing capabilities for us; |
| ● | the costs of acquiring or undertaking development and commercialization efforts for any future products, product candidates or platforms; |
| ● | receipt of additional government grants; |
| ● | the magnitude of our general and administrative expenses; and |
| ● | any cost that we may incur under future in- and out-licensing arrangements relating to our product candidates. |
Other than under our 2025 ATM Agreement (as defined below), we currently do not have any agreements for future external funding. In the future, we will need to raise additional funds, and we may decide to raise additional funds even before we need such funds if the conditions for raising capital are favorable. Until we can generate significant recurring revenues, we expect to satisfy our future cash needs through debt or equity financings, credit facilities or by out-licensing applications of our product candidates. The sale of equity, including under our 2025 ATM Agreement, or convertible debt securities may result in dilution to our existing shareholders. The incurrence of indebtedness would result in increased fixed obligations and could also subject us to covenants that restrict our operations. We cannot be certain that additional funding, whether through equity or debt financings, grants from the IIA, credit facilities or out-licensing arrangements, will be available to us on acceptable terms, if at all. If sufficient funds are not available, we may be required to delay, reduce the scope of or eliminate research or development plans for, or commercialization efforts with respect to, one or more applications of our product candidates, or obtain funds through arrangements with collaborators or others that may require us to relinquish rights to certain potential products that we might otherwise seek to develop or commercialize independently.
Lind Note Offering
On March 23, 2026, we entered into a Securities Purchase Agreement (the “Lind Purchase Agreement”) with Lind Global Asset Management XIV, LLC (“Lind”), providing for the Company’s issuance and sale to, and purchase by, Lind of a Senior Secured Convertible Promissory Note due March 23, 2027 (the “Lind Note”) in the aggregate principal amount of $21.0 million in a private placement (the “Lind Private Placement”) exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). The Lind Private Placement closed on March 23, 2026 (the “Lind Closing Date”), on which date Lind paid to the Company an aggregate purchase price of $19.0 million for the Lind Note. After deducing the commitment fee provided for under the Lind Purchase Agreement and other issuance expenses, we received net proceeds of approximately $17.9 million.
The Lind Note is the senior secured obligation of the Company and ranks equal in right of payment with all of the Company’s existing unsubordinated indebtedness and senior in right of payment with all of the Company’s future indebtedness and equity. Prior to entering into the Amendment (as defined below), the Lind Note: (i) did not bear interest other than upon and during the continuance of an event of default, in which case the Lind Note bears interest at the rate of 10.0% per annum; (ii) matures on March 23, 2027, unless earlier converted or repaid; and (iii) was repayable by the Company in nine monthly installments of approximately $2.3 million each (the “Monthly Payment”), which commenced on the 90th day following the Lind Closing Date. We may elect to pay a Monthly Payment in cash plus 4.0% of the amount of such payment, or pay in our ordinary shares, or a combination thereof. If we elect to make any payment in ordinary shares, then such shares (“Repayment Shares”) are valued based on 90% of the five lowest daily volume weighted average prices during the 20 trading days immediately prior to such payment. In certain circumstances, as set forth in the Lind Note, Lind may elect to increase the Monthly Payment to either $3.0 million or $5.0 million; provided that no such increase would increase the aggregate principal amount of the Lind Note. We may not elect to make any repayment in Repayment Shares unless, at the time of such repayment, the Repayment Shares have been registered for resale under the Lind Registration Statement (as defined below) or such shares may be immediately resold by Lind in accordance with Rule 144 promulgated under the Securities Act.
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Pursuant to the terms of the Lind Purchase Agreement, we filed with the SEC registration statements on April 21, 2026 and August 6, 2026, both which were declared effective by the SEC (the “Lind Registration Statements”), registering under the Securities Act the resale by Lind of the Repayment Shares and the ordinary shares into which the Lind Note may be converted (the “Conversion Shares” and, together with the Repayment Shares, the “Lind Shares”, and together with the Note, the “Lind Securities”). We have agreed to pay to Lind customary liquidated damages in the event that, among other things, the Lind Registration Statements are not available for use by Lind for the resale of the Lind Shares.
The Lind Purchase Agreement and the Lind Note contain (i) customary representations, warranties and agreements by the Company and Lind and (ii) certain restrictive covenants that, among other things, generally limit the ability of the Company to create certain liens, incur certain indebtedness, or enter into certain capital raising transactions involving the forward-pricing of ordinary shares. The foregoing restrictive covenants are subject to a number of exceptions and qualifications, as set forth in the Lind Note and the Lind Purchase Agreement.
The Lind Note provides for customary events of default which include (subject in certain cases to grace and cure periods), among others, the following: nonpayment of principal or interest; breach of covenants or other agreements in the Lind Note and the Lind Purchase Agreement; and certain events of bankruptcy. Generally, if an event of default occurs and is continuing under the Lind Note, Lind may require the Company to repurchase the Lind Note at a repurchase price equal to 110% of the outstanding principal amount of the Lind Note, plus accrued and unpaid interest thereon.
We intend to use the net proceeds from the Lind Private Placement for working capital and other general corporate purposes, which may include the repurchase of ordinary shares in accordance with any repurchase program adopted by our Board of Directors.
On August 11, 2026, we and the holder entered into an amendment to the Lind Note (the “Amendment”), pursuant to which: (i) the event of default relating to the Company’s market capitalization remaining below $75 million for ten consecutive trading days was eliminated, and the holder waived the event of default that had previously occurred thereunder; (ii) the outstanding principal amount of the Note was increased by 17.5%, from approximately $16.3 million to approximately $19.2 million; (iii) the monthly payments were reduced from approximately $2.3 million to approximately $1.2 million and will continue until the outstanding principal balance is repaid in full, with the maturity date extended accordingly; and (iv) the holder may, at its sole discretion, waive all or a portion of any monthly payment, in which case the waived amount remains outstanding and the maturity date is extended by one month for each such waiver. In addition, interest at a rate of 10% per annum accrues for each calendar day on which the Company’s market capitalization is below $75 million and is compounded quarterly. The accrual of market capitalization interest does not itself constitute an event of default under the amended Lind Note. The conversion price was revised to the lower of (i) $40.37625 per ordinary share and (ii) 80% of the average of the three lowest daily VWAPs of the Company’s ordinary shares during the 20 trading days preceding the applicable conversion notice. The holder may elect to convert the Note, in whole or in part, from time to time, with amounts converted applied against the next succeeding monthly payment or payments. For the six-month period following the Amendment date, the Company may prepay the Note in cash at 102.5% of the applicable outstanding amount, compared with 105% thereafter. Except as amended, the remaining terms of the Note remain in effect.
The Lind Securities have not been registered under the Securities Act, or any state securities laws and were offered pursuant to the exemption from registration provided for under Section 4(a)(2) of the Securities Act. The Lind Securities may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Our obligations under the Lind Note are secured by a first priority security interest in certain of our accounts containing our digital assets, including our RAIN token portfolio, including, among other things, all digital assets and other assets in such accounts, all books and records related thereto and any and all proceeds thereof.
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November 2025 Private Placement
On November 24, 2025, we entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain accredited investors (the “Purchasers”), pursuant to which we sold and issued to the Purchasers, in a private placement, an aggregate of 141,334 ordinary shares, or pre-funded warrants in lieu thereof at a purchase price of $15.00 per share or $14.985 per pre-funded warrant in lieu thereof. The Purchasers paid the applicable purchase price in U.S. dollars, Tether (USDT), or a combination thereof. Each pre-funded warrant has an exercise price of $0.015 per ordinary share, is immediately exercisable, may be exercised at any time and has no expiration date. The foregoing private placement closed on November 24, 2025. Pursuant to the Securities Purchase Agreement, we used substantially all of the net proceeds from the private placement to purchase RAIN and for the establishment of our cryptocurrency and digital assets treasury operations, as well as to pay all transaction fees and expenses. In accordance with a registration rights agreement entered into with the Purchasers, we filed a registration statement with the SEC, registering for resale the ordinary shares issued in the private placement, together with the ordinary shares issuable upon exercise of the pre-funded warrants issued in the private placement. The SEC declared such registration statement effective on January 2, 2026.
Additionally, we and certain of the Purchasers entered into a shareholders’ agreement (the “Shareholders’ Agreement”) in connection with the transactions contemplated by the Securities Purchase Agreement. Pursuant to the Shareholders’ Agreement, such Purchasers agreed that they will not transfer any of the ordinary shares issued in the private placement (including any shares issued upon exercise of pre-funded warrants) during the period beginning on the date of the Shareholders’ Agreement and expiring (i) with respect to 20% of such shares, on the effective date of the above-referenced registration statement and (ii) with respect to the remaining 80% of such shares, ratably on a daily basis over the six-month period commencing on the six-month anniversary of such date, subject to customary permitted transfers to certain affiliates and estate-planning vehicles that agree to be bound by the Shareholders’ Agreement.
In addition, pursuant to the terms of the Shareholders’ Agreement, in consideration of Sobrinia Ltd.’s (“Sobrinia”) efforts in connection with structuring of our digital asset treasury strategy, we issued to Sobrinia a five-year warrant to purchase up to an aggregate of 116,667 ordinary shares at an exercise price of $15.00 per share. The Shareholders’ Agreement also includes certain use-of-proceeds covenants relating to our digital asset treasury strategy.
July 2026 Private Placement
On July 27, 2026, we entered into a Securities Purchase Agreement with The Rain Foundation, an existing shareholder, for a private placement of up to $400 million of ordinary shares (or pre-funded warrants), subject to shareholder approval and other customary closing conditions. The purchase price may be paid in U.S. dollars, certain cryptocurrencies (including USDT and USDC) or RAIN tokens, with the applicable price per share depending on the form of consideration. Such agreement also provides us with the right to require the investor to purchase up to an additional $400 million of securities over a period of up to 36 months. On September 22, 2026, we terminated the securities purchase agreement in accordance with our termination rights thereunder; therefore, we will not consummate the private placement contemplated thereby nor seek shareholder approval in respect thereof.
ATM Agreements
2022 ATM Agreement
On December 30, 2022, we entered into an agreement (the “2022 ATM Agreement”) with Cantor Fitzgerald & Co. and JMP Securities LLC (each referred to as an “Agent”, and together, the “Agents”), as sales agents, pursuant to which we had been able to sell, but were not obligated to sell, ordinary shares having an aggregate offering price of up to $100,000,000 from time to time through the Agents in transactions deemed to be “at-the-market” offerings as defined in Rule 415 under the Securities Act. During 2025, we received aggregate net proceeds of approximately $630,000 from the sale of 32,010 ordinary shares under the 2022 ATM Agreement. On November 11, 2025, we terminated the 2022 ATM Agreement.
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2025 ATM Agreement
On November 24, 2025, we entered into an At-The-Market Sales Agreement (the “2025 ATM Agreement”) with BTIG, LLC, (the “BTIG”), pursuant to which we may elect to sell, from time to time, to or through BTIG, ordinary shares having an aggregate offering price of up to $299,553,108. Our offer and sale of ordinary shares under the 2025 ATM Agreement may be made in transactions that are deemed to be “at-the-market” offerings as defined in Rule 415 under the Securities Act, including sales made directly on or through the Nasdaq Capital Market, the existing trading market for the ordinary shares, or any other existing trading market in the United States for the ordinary shares, sales made to or through a market maker other than on an exchange or otherwise, directly to BTIG as principal, in negotiated transactions, or in any other method permitted by law, which may include block trades. BTIG has agreed to use commercially reasonable efforts consistent with its normal trading and sales practices to sell the ordinary shares pursuant to the 2025 ATM Agreement from time to time, based upon instructions by us, including any price or size limits or other customary parameters or conditions we may impose.
Any potential sale of ordinary shares pursuant to the 2025 ATM Agreement will be made pursuant to our effective shelf registration statement on Form F-3, including the prospectus contained therein (File No. 333- 286956) filed by the Company with the SEC on May 2, 2025 and declared effective on May 12, 2025, as supplemented from time to time.
We have agreed to pay BTIG an aggregate commission of 3.0% of the gross sales price from each sale of such ordinary shares by BTIG pursuant to the 2025 ATM Agreement and have agreed to customary indemnification and contribution rights in favor of BTIG. Additionally, we have agreed to reimburse BTIG for certain specified expenses in connection with entering into the 2025 ATM Agreement and ongoing sales thereunder. The 2025 ATM Agreement contains customary representations and warranties and conditions to the sale of ordinary shares thereunder. During the six months of 2026, we received aggregate net proceeds of approximately $5.2 million from the sale of 327,149 ordinary shares under the 2025 ATM Agreement.
Foreign Currency Exchange Risk
Our foreign currency exposures give rise to market risk associated with exchange rate movements of the NIS mainly against the U.S. dollar, and vice versa, because a considerable portion of our expenses are denominated in NIS. Our NIS expenses consist principally of payments made to employees, sub-contractors and consultants for pre-clinical studies, clinical trials and other research and development activities. We anticipate that a sizable portion of our operating expenses will continue to be denominated in NIS. Our financial position, results of operations and cash flow are, therefore, subject to fluctuations due to changes in foreign currency exchange rates and may be adversely affected in the future due to changes in foreign exchange rates.
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