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