Enlivex Ltd.

Background

Shareholders are being asked to approve a reverse share split of the Company’s ordinary shares at a ratio of 1-for-16 (the “Reverse Split”), effective as soon as possible following shareholder approval, and to amend the Company’s Articles of Association accordingly.

The principal purpose of the Reverse Split is to increase the market price of our ordinary shares in order to enable the Company to satisfy the continued listing requirement of the Nasdaq Stock Market LLC that the Company maintain a minimum bid price of $1.00 per share. The Company’s ordinary shares closed below the minimum $1.00 per share bid price for each trading day from September 10, 2026 through the date hereof. If the Company’s bid price remains below $1.00 per share for 30 consecutive trading days (i.e., through October 21, 2026), then Nasdaq will issue a Staff delisting determination with respect to the Company’s ordinary shares as the Company would not be entitled to a 180-day compliance period. At such time, the Company may appeal the Staff’s delisting determination to a Nasdaq Hearings Panel (the “Panel”). In such an instance, we would expect that our ordinary shares would remain listed pending the Panel’s decision. However, there can be no assurance that, if we receive and appeal the delisting determination by the Staff, that any such appeal would be successful.

In the event our ordinary shares are delisted from Nasdaq, our ordinary shares may commence trading on the OTC Markets or another quotation service. As a result, an investor would likely find it more difficult to trade or obtain accurate price quotations for our shares. Delisting would likely also reduce the visibility, liquidity, and value of our ordinary shares, reduce institutional investor interest in our Company, and may increase the volatility of our ordinary shares. Delisting could also cause a loss of confidence among potential investors, lenders, and employees, which could further harm our business and our future prospects. Further, a delisting from Nasdaq and continued or further declines in our share price could also greatly impair our ability to raise additional necessary capital through equity or debt financing, or use our shares for business development or other corporate initiatives, and could significantly increase the ownership dilution to shareholders caused by our issuing equity in financing or other transactions.

Because of the trading volatility often associated with low-priced stocks, many brokerage firms and institutional investors are reluctant to recommend lower priced securities to their clients or have internal policies and practices that prohibit them from investing in low-priced stocks. Accordingly, our Board of Directors believes that the Reverse Split may make our ordinary shares a more attractive investment for large U.S. institutional investors, U.S. brokers and high-net-worth investors, thereby broadening the potential investor base, and may further facilitate potential future financing or strategic transactions.