The Nasdaq-listed biotech said the structure could expand share equivalents by as much as 951%, with most proceeds earmarked for RAIN treasury purchases rather than Allocetra.
Enlivex is asking shareholders to approve an $800 million financing structure tied to the RAIN token that would largely function as a crypto-treasury deal rather than a biotech funding round. The Nasdaq-listed company said approval is needed for an initial $400 million placement and for a separate $400 million option that Enlivex could trigger later, with the combined structure potentially increasing share equivalents by as much as 951% versus its latest disclosed outstanding share count. The company said in a Form 6-K that it would use commercially reasonable efforts to call and hold a shareholder meeting within 60 days of its July 27 agreement. Under the securities purchase agreement, the investor elected to pay in RAIN, though that choice can be changed before closing. Shares or pre-funded warrants (warrants funded upfront, exercisable later) would be priced at $6 per ordinary-share equivalent if paid in RAIN and $5 if paid in USD, USDT, or USDC. Based on Enlivex's July 7 filing that its 1-for-15 reverse split would reduce issued and outstanding shares to about 16.83 million, the initial tranche would equal roughly 66.7 million share equivalents if paid entirely in RAIN or 80 million if paid in cash or stablecoins. That works out to about 396% or 475% of the current baseline, respectively. If the full optional second tranche were used on the same terms, total new share equivalents would rise to about 133.3 million at the RAIN price or 160 million at the cash-like price, leaving existing holders with about 11.2% or 9.5% of the enlarged total. The filings also show that substantially all cash or stablecoin proceeds would be used to acquire RAIN, support other treasury purposes, cover transaction costs, and repay outstanding debt. Only up to 5% of remaining USD proceeds after fees, expenses, and debt could be directed to Allocetra, while any RAIN delivered at closing would go to Enlivex treasury wallets. Public documents do not clearly identify the buyer. The Form 6-K names Rain Foundation, while the agreement identifies Token Factor Foundation as the lead investor and leaves the public purchaser signature block blank. The filings do not establish whether those names refer to the same entity. The eventual amount of RAIN to be delivered will be based on CoinMarketCap average closing prices over the five business days before closing, although that pricing method does not by itself show realizable liquidity.