Enlivex Ltd.

Effect of the Reverse Split

If the Reverse Split is approved at the Meeting, the number of authorized as well as the issued and outstanding ordinary shares would be reduced in accordance with the Reverse Split ratio, and the par value per ordinary share will be increased proportionately.

If the Reverse Split is approved at the Meeting, the exercise price and the number of ordinary shares issuable pursuant to outstanding warrants will be adjusted pursuant to the terms of the respective warrants in connection with the Reverse Split. In addition, the number of ordinary shares reserved for issuance under the 2019 Plan, as well as the number of shares and exercise prices subject to outstanding options under the Company’s Global Share Incentive Plan (2014) and the 2019 Plan, and the number of shares subject to outstanding RSUs under these plans, shall be appropriately adjusted pursuant to the terms of such plans and awards.

No fractional shares will be issued as a result of the Reverse Split. Instead, all fractional shares will be rounded up to the nearest whole ordinary share.

If the Reverse Split is approved at the Meeting, then after the effective time of the Reverse Split, our ordinary shares will have a new Committee on Uniform Securities Identification Procedures (CUSIP) number, which is a number used to identify our equity securities, and stock certificates with the older CUSIP number will need to be exchanged for stock certificates with the new CUSIP number by following the procedures described above.

The Reverse Split is not a “going private” transaction. This action will not have the effect of reducing our shareholders to fewer than 300, and we will continue to be required to file reports and other information with the SEC pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended. Following the Reverse Split, our ordinary shares would continue to be listed on the Nasdaq and the TASE under the symbol “ENLV.”