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Item 11 — Quantitative and Qualitative Disclosures About Market Risk
Enlivex Ltd. · 20-F · FY 2025 · Period ended Dec 31, 2025
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RISK
Market Risk
We are exposed to market
risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position, results
of operations or cash flows due to adverse changes in financial market prices and rates, including interest rates and foreign exchange
rates, of financial instruments. Our principal market risk exposure is primarily a result of (i) changes in the market price of RAIN,
(ii) foreign currency exchange rate fluctuations and (iii) changes in interest rates. Our market risk exposures, and the manner in which
we manage such exposures, may change over time.
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RAIN Market Price Risk
In November 2025, the Company
established a long-term digital asset treasury strategy using proceeds from the Private Placement, composed primarily of RAIN tokens.
The fair value of the Company’s digital asset treasury as of December 31, 2025 was $606.781 million.
In addition, in November 2025, in connection with the establishment
of the Company’s digital asset treasury strategy, the Company entered into an agreement with the RAIN Foundation, pursuant to which
it obtained the exclusive RAIN Option to purchase up to an aggregate of 278,181,818,181 RAIN tokens, exercisable in whole or in part at
the Company’s discretion, at a price of $0.0033 per RAIN token. On December 1, 2025, the Company partially exercised the RAIN Option
and acquired 3,030,303,030 RAIN tokens for consideration of $10 million. The fair value of the RAIN Option as of December 31, 2025 was
$1.709 billion. On March 23, 2026, the Company partially exercised the RAIN Option to acquire an additional 3,030,303,030 RAIN tokens,
for aggregate consideration of $10 million. The RAIN Option was initially in effect until December 1, 2026, and the RAIN Foundation extended
the duration of the RAIN Option to December 31, 2027.
For the year ended December
31, 2025, the Company recognized $1.236 billion of net income, attributable an aggregate unrealized, non-cash gain of $1.631 billion,
resulting from increases in the fair value of the Company’s digital asset treasury and treasury-related derivative asset during
the period from the completion of the Private Placement through December 31, 2025. The market price of RAIN may be highly volatile. Any
decline in the market price of RAIN would reduce the value of the Company’s digital asset holdings and the RAIN Option and could
materially adversely affect the Company’s financial condition and results of operations in future periods. For additional information,
see Notes 6 and 7 to our audited consolidated financial statements contained in this Annual Report on Form 20-F.
Interest Rate Risk
We are currently not exposed
to significant interest rate risk. Our only interest-bearing financial assets are principally cash and cash equivalents, restricted cash
and short-term interest-bearing deposits, which are invested in major banks in Israel. Given the short-term nature of these investments,
we do not believe our sensitivity with respect to interest rate fluctuations is significant. Therefore, the effect of an increase or
decrease in interest rates would only have an immaterial effect on our financial results.
Foreign Currency Exchange Risk
Our foreign currency exposures
give rise to market risk associated with exchange rate movements of the NIS primarily against the U.S. dollar, and vice versa, as our
consolidated financial statements are presented in U.S. dollars, whereas a substantial portion of our expenses are denominated in NIS.
Our NIS-denominated expenses consist principally of employee compensation and fees paid to subcontractors and consultants for pre-clinical
studies, clinical trials and other research and development activities. We anticipate that a substantial portion of our expenses will
continue to be denominated in NIS. Our financial position, results of operations and cash flow are, therefore, subject to fluctuations
due to changes in foreign currency exchange rates and may be adversely affected in the future due to changes in foreign exchange rates.
Our market risk exposure is primarily a result of foreign currency
exchange rates. As of December 31, 2025, $591,894 of our net assets (i.e., total assets net of total liabilities) were denominated in
NIS while our functional currency is the U.S. dollar. Changes of 5% in the U.S. dollar against the NIS exchange rate would increase or
decrease our expenses by $30,000.
As of December 31, 2025,
we were not engaged in foreign currency hedging transactions. In the future, we may enter into formal currency hedging transactions to
decrease the risk of financial exposure from fluctuations in the exchange rates of our principal operating currency. These measures,
however, may not adequately protect us from the material adverse effects of such fluctuations.