Enlivex Seeks Share Authorization for $800M RAIN Purchase

Enlivex, a Nasdaq-listed biotechnology company, has asked shareholders to authorize up to $800 million in financing tied to the RAIN crypto token, according to a Form 6-K. The agreement, dated July 27, seeks approval for an initial $400 million placement and a company-controlled $400 million option.

Under the disclosed securities purchase agreement, the lead investor elected to pay in RAIN at closing but may change that election before closing. RAIN consideration is priced at $6 per ordinary-share equivalent. Payment in USD, USDT or USDC would be priced at $5 per ordinary-share equivalent.

Enlivex reported a 1-for-15 reverse split that reduced issued and outstanding shares to about 16.83 million. If the first $400 million tranche is paid entirely in RAIN, it would represent about 66.7 million ordinary shares or pre-funded-warrant equivalents; paid entirely in cash-like stablecoins it would represent about 80 million. That initial issuance equals roughly 396% of the current outstanding baseline at the RAIN price or about 475% at the cash-like price.

If the optional second $400 million tranche is exercised in the same payment method, total new share equivalents would reach about 133.3 million at the RAIN price or 160 million at the cash-like price. On that basis existing holders would retain about 11.2% or 9.5% of the enlarged share-equivalent total.

The financing is structured primarily as a crypto treasury transaction. RAIN tokens delivered at closing are to be deposited to Enlivex’s treasury wallets. Substantially all net proceeds received in USD, USDT or USDC are earmarked to acquire RAIN for the treasury, cover transaction costs and pay outstanding debt. Only up to 5% of remaining USD net proceeds after fees, expenses and debt payments may be used to fund Allocetra, the company’s clinical-stage therapeutic candidate.

The public filings do not clearly identify the buyer. The Form 6-K refers to a Rain Foundation, while the securities purchase agreement names Token Factor Foundation as the lead investor and leaves the purchaser signature block blank. The vote must authorize securities issued at the initial closing and the maximum potential securities under the option to comply with Israeli law and Nasdaq rules.

Pre-funded warrants issued in the deal are immediately exercisable and carry no stated expiration; beneficial-ownership limits could delay exercise. Enlivex may compel the lead investor to purchase the optional second tranche over a period of up to 36 months after closing, but the investor cannot force Enlivex to accept that additional funding and the company is not guaranteed the proceeds.

The RAIN quantity to be purchased will be set using a five-business-day average closing price on CoinMarketCap before closing. Reported 24-hour volume for RAIN has been roughly $26 million to $30 million, meaning a $400 million purchase would equal many times one day’s reported turnover; reported volume does not equal executable liquidity.

A Form 6-K filed by Enlivex states the company will use commercially reasonable efforts to call and hold the shareholder meeting within 60 days of the July 27 agreement.