Enlivex Ltd.

Mechanics and Implementation of the Reverse Split

If our shareholders approve the Reverse Split, each block of 16 ordinary shares issued and outstanding will be reclassified and changed into one fully paid and nonassessable ordinary share of the Company.

If our shareholders approve the Reverse Split, we will issue a press release or furnish a Form 6-K to the SEC announcing the effective date of the Reverse Split, as determined by the Board of Directors of the Company, and will amend our Articles of Association accordingly to effect the Reverse Split.

The Reverse Split will be effected simultaneously for all ordinary shares, will affect all holders of our ordinary shares uniformly, and will not change any shareholder’s percentage of ownership interests in the Company, voting rights or other rights, other than as a result of the treatment of fractional shares as described below.

VStock Transfer, LLC, our transfer agent and registrar, will act as exchange agent for purposes of implementing the Reverse Split. Certain registered holders of our ordinary shares hold some or all of their respective shares electronically in book-entry form with the transfer agent. These shareholders do not have share certificates evidencing their ownership of our ordinary shares. They are, however, provided with a statement reflecting the number of shares registered in their accounts. Registered holders who hold shares electronically in book-entry form with the transfer agent will not need to take action (the exchange will be automatic) to receive whole shares of post-Reverse Split ordinary shares, subject to adjustment for treatment of fractional shares.

Upon the implementation of the Reverse Split, we intend to treat shares held by shareholders through a bank, broker, custodian, or other nominee in the same manner as registered shareholders whose shares are registered in their names. Banks, brokers, custodians, or other nominees will be instructed to effect the Reverse Split for their beneficial holders holding our ordinary shares in street name. However, these banks, brokers, custodians, or other nominees may have different procedures than registered shareholders for processing the Reverse Split. Shareholders who hold our ordinary shares with a bank, broker, custodian, or other nominee and who have any questions in this regard are encouraged to contact their banks, brokers, custodians, or other nominees.