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Enlivex seeks shareholder approval for RAIN-linked financing up to $800M

The biotech firm says proceeds would be used mainly to buy the illiquid RAIN token, with only up to 5% of remaining USD proceeds earmarked for Allocetra.

Reported · Written up by our desk · Market Structure

Enlivex, a Nasdaq-listed biotechnology company, is asking shareholders to authorize up to $800 million of financing tied to the RAIN crypto token, a structure that could expand its share count by as much as 951%, according to a Form 6-K filed with the SEC and summarized by CryptoSlate.

Under the proposed plan, RAIN delivered at closing would be sent to Enlivex treasury wallets, while substantially all cash or stablecoin proceeds would be used to acquire the token, support other treasury purposes, and cover transaction costs and debt. Only up to 5% of remaining USD proceeds could be used to fund Allocetra, the company said.

Shareholder approval is required for an initial $400 million placement, and Enlivex also outlined a separate, company-controlled $400 million option for the maximum securities. Enlivex said it would seek to call and hold the shareholder meeting within 60 days of a July 27 agreement, and the investor can switch payment from the RAIN token to USD, USDT, or USDC before closing.

The filings value RAIN at $6 per ordinary-share equivalent and USD-like consideration at $5 per share-equivalent. If the first tranche is fully paid in RAIN, it could equal roughly 66.7 million ordinary shares, while fully paid in cash or stablecoins could equal about 80 million shares, and Enlivex also noted that a 1-for-15 reverse split would reduce shares to about 16.83 million as a baseline. CryptoSlate noted that the public documents do not clearly identify the buyer, referencing two different names in the 6-K and the agreement.

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