Enhanced Group enters private placement

Item 1.01 Entry into a Material Definitive Agreement

Securities Purchase Agreement

On November 4, 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"), pursuant to which the Company agreed to issue and sell in a private placement (the "Private Placement") 2,109,705 shares (the "Shares") of the Company's Class A common stock, par value $0.0001 per share (the "Common Stock").^{1 1}The purchase price is $7.11 per Share.^{1 1}The aggregate gross proceeds to the Company from the Private Placement are expected to be approximately $15 million, before deducting placement agent fees and other offering expenses payable by the Company.¹ Oppenheimer & Co. Inc. is acting as lead placement agent and Canaccord Genuity LLC is acting as co-placement agent for the Private Placement.²

Certain of the Investors are related parties of the Company, including Enhanced Holdings LP as the controlling shareholder, acting through its nominee, Apeiron Investment Group Ltd. ("Apeiron").

The Private Placement is expected to close in a single closing (the "Closing") following the effectiveness of the Stockholder Consent (as defined below) and the distribution of the Information Statement (as defined below) to the Company's non-consenting stockholders, in each case subject to the satisfaction or waiver of customary closing conditions.⁴

In connection with the issuance and sale of the Shares, the exercise price of, and the number of shares of Common Stock issuable upon exercise of, the warrants issued in the Company's June 2026 private placement will be adjusted in accordance with the anti-dilution terms of those warrants (the "Warrant Adjustment"). The exercise price of those warrants, as currently adjusted, is $38.90 per share. Upon the Closing, the exercise price will be reset to the per share purchase price of the Shares in the Private Placement, and the number of shares of Common Stock issuable upon exercise of those warrants will increase by up to 5,747,000 additional shares.³

From the date of the Purchase Agreement until 60 days following the effective date of the registration statement registering the resale of the Shares, the Company has agreed not to issue new securities or file a registration statement, subject to customary exceptions (including issuances pursuant to the Exchange Agreements described below).

Pursuant to the terms of the Purchase Agreement, the Company has agreed to obtain the stockholder approvals described under Item 5.07 below.

The 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 purposes of such agreement and as of 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.

Registration Rights Agreement

In connection with the Private Placement, and pursuant to the Purchase Agreement, the Company has agreed to enter into, at the Closing, a registration rights agreement with the Investors (the "Registration Rights Agreement"), pursuant to which the Company will be required to file with the Securities and Exchange Commission (the "SEC") a registration statement under the Securities Act covering the resale of the Shares no later than 30 days following the Closing (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 (i) the 90th calendar day following the Closing, if the SEC notifies the Company that it will "review" the registration statement, and (ii) the third 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. The registration statement is expected to be a single registration statement on Form S-1 covering the resale of both the Shares and the Exchange Shares (as defined below). If the SEC requires any cutback in the number of securities registered, such cutback will be allocated pro rata across all registered holders, including the holders of the Exchange Shares, without priority between the Shares and the Exchange Shares.

Exchange Agreements

On November 4, 2026, the Company entered into exchange agreements (collectively, the "Exchange Agreements") with each of Apeiron, Apeiron SICAV Limited – Live Opportunities Fund, Malta ("APLOF"), Apeiron 101 Ltd, Galaxy Group Funding ECI U LLC, and B72 Ventures GmbH (collectively, the "Exchange Holders").^{5 5}Pursuant to the Exchange Agreements, the Exchange Holders will contribute to the Company shares of Deutsche Entertainment Aktiengesellschaft, a German live-entertainment company ("DEAG"), representing approximately 77% of DEAG's outstanding shares.⁵ In exchange, the Company will issue approximately 10,970,230 newly issued shares of Common Stock (the "Exchange Shares," and such transaction, the "Exchange").⁶ No cash consideration is payable in the Exchange.

Apeiron is the controlling stockholder of the Company; accordingly, the Exchange constitutes a related party transaction. The Board of Directors of the Company (the "Board") formed a special committee composed solely of independent and disinterested directors (the "Special Committee") to review, evaluate, negotiate and determine whether to approve the Exchange and the Exchange Agreements. The Special Committee retained its own independent legal and financial advisors. On November 4,

Item 3.02 Unregistered Sale of Securities.

The information contained above in Item 1.01 relating to the Private Placement and the Exchange Agreements (including the issuance of the Exchange Shares) is hereby incorporated by reference into this Item 3.02.^{7 7}Based in part upon the representations of the Investors in the Purchase Agreement, the securities described above are being offered and sold in a private placement under Section 4(a)(2) of the Securities Act, and have not been registered under the Securities Act or applicable state securities laws.⁷ Accordingly, such securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.⁸ The Exchange Shares to be issued pursuant to the Exchange Agreements will likewise be issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, based in part on the representations of the Exchange Holders in the Exchange Agreements, and will constitute "restricted securities" within the meaning of Rule 144 under the Securities Act.⁹

Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other securities of the Company.

Item 5.07 Submission of Matters to a Vote of Security Holders.

Pursuant to the Purchase Agreement and the Exchange Agreement, the Company has agreed to obtain the consent of the holders of a majority of the voting power of the Company's outstanding Common Stock and Class B common stock, voting together as a single class (the "Controlling Stockholder"). Pursuant to the Written Consent, the Controlling Stockholder is expected to approve, including for purposes of complying with the stockholder approval requirements in the NYSE Listed Company Manual: (i) the issuance, offer and sale in the Private Placement of 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 Closing, including any Shares issued to an Investor that is an "Active Related Party" (as defined in the NYSE Listed Company Manual); (ii) the issuance of shares of Common Stock upon exercise of the warrants issued in the June 2026 private placement, as adjusted by the Warrant Adjustment; (iii) the Exchange Agreements and the issuance of the Exchange Shares to the Exchange Holders thereunder; and (iv) the Removal Amendments (the matters expected to be approved by the Written Consent, collectively, the "Stockholder Consent").

Pursuant to the Purchase Agreement, the Company has agreed to file with the SEC an information statement with respect to the transactions contemplated thereby, to the extent required by applicable law, including Section 14(c) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and to distribute such information statement to its stockholders as soon as practicable thereafter (the "Information Statement").