{"url_path":"/sec/enha/8-k/2026-06-15/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-15","source_url":"https://www.sec.gov/Archives/edgar/data/1956439/0001628280-26-043029-index.html","accession_number":"0001628280-26-043029","cik":"0001956439","ticker":"ENHA","issuer_name":"Enhanced Group Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1956439/0001628280-26-043029-index.html","primary_entity_key":"0001956439","primary_entity_name":"Enhanced Group Inc."},"word_count":1457,"has_tables":true,"body_markdown":"Item 1.01    Entry into a Material Definitive Agreement\n\nSecurities Purchase Agreement\n\nOn June 14, 2026, Enhanced Group Inc., a Texas corporation (the “Company”), entered into a securities purchase agreement (the “Purchase Agreement”) with the investors identified therein (each, an “Investor” and, together, the “Investors”), including both (i) Apeiron Investment Group Limited (“Apeiron”), the controlling shareholder of the Company, whose sole voting equityholder is Christian Angermayer, Chairman of the Board of Directors of the Company (the “Controlling Stockholder”), and (ii) Maximilian Martin, Chief Executive Officer of the Company and a member of the Board of Directors of the Company, pursuant to which the Company agreed to issue and sell in a private placement (the “Private Placement”) (A) 12,853,468 shares (the “Shares”) of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”) and (B) accompanying warrants to purchase 12,853,468 shares of Common Stock (the “Warrants,” and together with the Shares, the “Securities”). The Shares and the Warrants will be issued separately. The combined purchase price per Share and accompanying Warrant is $3.89, which is the closing price per share of the Common Stock on the New York Stock Exchange on June 12, 2026. The gross proceeds to the Company from the Private Placement are expected to be approximately $50.0 million (excluding aggregate gross proceeds that may be received in the future upon the cash exercise of the Warrants), before deducting placement agent fees and other offering expenses payable by the Company.\n\nThe Private Placement is expected to close in three tranches, with approximately $25.0 million of the gross proceeds expected to close on or about June 17, 2026 (the “First Closing”), approximately $11.75 million of the gross proceeds expected to close on or about June 22, 2026 and the remaining approximately $13.25 million of the gross proceeds expected to close as soon as reasonably practicable after the effectiveness of the Stockholder Consent (as defined below) following the distribution of the Information Statement (as defined below) to the Company’s non-consenting stockholders, in each case subject to the satisfaction of customary closing conditions. The Company currently plans to apply a portion of the gross proceeds from the First Closing to repay the entire outstanding principal amount, plus all accrued and unpaid interest thereon through the repayment date (the “Note Repayment”), of that certain Working Capital Promissory Note, dated March 18, 2026 issued by the Company as successor to Enhanced Ltd. to Apeiron (the “Note”) and to use the remaining net proceeds from the Private Placement primarily for working capital and general corporate purposes, including to accelerate the growth of its rapidly expanding telehealth and consumer health platform. Upon receipt of the Note Repayment by Apeiron, the Note shall terminate pursuant to its terms, such that all amounts owing thereunder by the Company (including, without limitation, principal and any accrued interest) shall be deemed paid in full and irrevocably discharged and Apeiron’s obligation to lend any additional amounts under the Note shall be terminated.\n\nThe Warrants will be exercisable from the date of issuance and have a term expiring on the earlier of (i) the fifth (5th) anniversary of the original issue date and (ii) the Accelerated Expiration Date (as defined below). As defined in the Warrant, if the closing sale price of the Common Stock equals or exceeds $20.00 (as adjusted for any stock dividend, stock split, stock combination or other similar transaction following the original issue date) for any 20 consecutive trading days (the last day of such 20 consecutive trading day period, the “Accelerated Exercise Trigger Date”), then, subject to written notice being provided by the Company pursuant to the terms of the Warrant, the last date on which all or any portion of the Warrant may be exercised shall be the date that is exactly 30 trading days after the Accelerated Exercise Trigger Date (the “Accelerated Expiration Date”). The Warrants have an exercise price of $3.89 per share, subject to customary adjustments in the case of stock dividends, stock splits, pro rata distributions, and similar events in respect of the Common Stock; provided, however that for a period of twenty-four (24) months following the original issue date, the exercise price of the Warrants is also subject to adjustment for any issuance or sale of Equity Securities (as defined in the Warrants) of the Company for bona fide capital raising purposes at a price per share (or conversion or exercise price, as applicable) lower than the exercise price then in effect, subject to certain excluded issuances (the “Anti-Dilution Adjustment”). Simultaneously with any Anti-Dilution Adjustment, the number of Warrant Shares (as defined below) that may be purchased upon exercise of the Warrants shall be increased or decreased proportionately so that after such adjustment the aggregate exercise price payable for the adjusted number of Warrant Shares shall be the same as the aggregate exercise price in effect on the original issue date. Pursuant to the terms of the Warrants, there will be certain restrictions on the effectiveness of any Anti-Dilution Adjustment and related exercises until the effectiveness of approval by the stockholders of the\n\n4908-3619-3957 v.2\n\nCompany in accordance with the listing rules of the New York Stock Exchange, and for which the Company is obtaining the Written Consent (as defined below).\n\nA holder (together with its Attribution Parties, as defined in the Warrants) will not be entitled to exercise any portion of any Warrant, which, upon giving effect to such exercise, would cause the aggregate number of shares of the Company’s Common Stock beneficially owned by the holder (together with its Attribution Parties) to exceed 4.99% (or, upon election of the holder, up to 19.99%) of the number of shares of the Common Stock or voting power outstanding immediately after giving effect to the exercise, subject to such holder’s right to increase or decrease such percentage (not to exceed 19.99%) upon at least 61 days’ prior written notice to the Company.\n\nPursuant to the Purchase Agreement, each Investor was granted a right to participate in future financings of the Company, subject to certain exceptions, for a period of six months from the date of the First Closing on a pro rata basis (as calculated pursuant to the Purchase Agreement).\n\nPursuant to the terms of the Purchase Agreement, the Company agreed to obtain a consent of the majority of the voting power of the Company’s outstanding shares of Common Stock and the Company’s outstanding Class B common stock, par value $0.0001 per share (the “Class B Common Stock”), voting together as a single class, approving the terms of the Purchase Agreement and the Warrants, including the issuance of Shares and Warrant Shares that may represent greater than 19.99% of the Company’s outstanding shares of Common Stock or voting power as of immediately prior to the First Closing.\n\nThe Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, including for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Purchase Agreement were made only for the purposes of such agreement and as of the specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.\n\nRegistration Rights Agreement\n\nOn June 14, 2026, the Company also entered into a registration rights agreement with the Investors (the “Registration Rights Agreement”), pursuant to which the Company has agreed to file a registration statement under the Securities Act with the Securities and Exchange Commission (the “SEC”), covering the resale of the Shares and the shares of Common Stock underlying the Warrants (the “Warrant Shares”) no later than 30 days following the applicable closing date (the “Filing Deadline”), and to use commercially reasonable efforts to have the registration statement declared effective by the SEC at the earliest possible date but no later than the earlier of the 90th calendar day following the initial filing date of the registration statement, if the SEC notifies the Company that it will “review” the registration statement, and the fifth business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the registration statement will not be “reviewed” or will not be subject to further review.\n\nThe foregoing description of the terms and conditions of the Purchase Agreement Warrants and Registration Rights Agreement do not purport to be complete and are each qualified in their entirety by the full text of the form of Purchase Agreement, form of Registration Rights Agreement and form of Warrant, copies of which are attached hereto as Exhibits 10.1, 10.2 and 4.1, respectively, and incorporated by reference herein."}