Enlivex Ltd美股招股说明书(2026-03-20版)

If we elect to sell any ordinary shares pursuant tothis prospectus supplement and the Prospectus,such sales, if any, may bemade in transactions that are deemed to be “at-the-market” offerings as defined in Rule 415(a)(4) under the Securities Act of 1933, asamended. This prospectus supplement should be read in conjunction with the Prospectus and is qualified by reference to the Prospectus,except to the extent that the information contained herein supersedes the information contained in the Prospectus. This prospectussupplement is not complete without, and may only be delivered or used in connection with, the Prospectus, including any otheramendments or supplements thereto. Under the Prospectus, we initially registered up to $299,553,108 of our ordinary shares for offer and sale pursuant to theSales Agreement. From November 24, 2025 through the date of this prospectus supplement, we have sold an aggregate of 1,936,660ordinary shares for an aggregate gross sales price of $2,513,111 under the Prospectus. As of the date of this prospectus supplement, weare reducing the amount of our ordinary shares that we are offering pursuant to the Sales Agreement and the Prospectus, assupplemented by this prospectus supplement, such that we are offering up to an aggregate of $250,000,000 of our ordinary shares forsale under the Sales Agreement from and after the date hereof, excluding ordinary shares previously sold. Our ordinary shares are listed on the Nasdaq Capital Market under the symbol “ENLV” and on the Tel Aviv Stock Exchangeunder the symbol “ENLV.” The last reported sale price of our ordinary shares on the Nasdaq Capital Market on March 19, 2026 was$1.08 per share. The last reported sale price of our ordinary shares on the Tel Aviv Stock Exchange on March 19, 2026 was NIS 3.4050or $1.09170 per share (based on the exchange rate reported by the Bank of Israel on the same day). We are a “foreign private issuer” as defined under the U.S. federal securities laws and, as such, may elect to comply withcertain reduced public company disclosure and reporting requirements. Investing in our securities involves a high degree of risk. See the risks described in the “Risk Factors” sections of theProspectus and in the reports we file with the Securities and Exchange Commission (the “SEC”) pursuant to the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”), incorporated by reference into this prospectus supplement and theProspectus. Neither the SEC, the Israel Securities Authority nor any state securities commission has approved or disapproved of thesesecurities or passed upon the accuracy or adequacy of this prospectus supplement or the Prospectus. Any representation to thecontrary is a criminal offense. BTIG