Enhanced Group agrees to acquire approximately 77% of DEAG in share exchange

On November 4, 2026, Enhanced Group entered into exchange agreements with five holders, including Apeiron, its controlling stockholder. Under the agreements, the holders agreed to contribute shares of Deutsche Entertainment Aktiengesellschaft (DEAG), a German live-entertainment company, representing approximately 77% of DEAG's outstanding shares.

In exchange, Enhanced Group agreed to issue approximately 10,970,230 newly issued shares of Class A common stock, with no cash consideration. Because Apeiron is the controlling stockholder, the exchange is a related-party transaction. A special committee of independent, disinterested directors reviewed it, and its financial adviser, Roth Capital Partners, LLC, gave an opinion that the consideration was fair, from a financial point of view, to the company, subject to stated assumptions and qualifications.

Enhanced Group also agreed to sell 2,109,705 Class A common shares at $7.11 per share in a private placement. Oppenheimer & Co. Inc. is lead placement agent, and Canaccord Genuity LLC is co-placement agent. Some investors are related parties, including Apeiron, acting through its nominee Apeiron Investment Group Ltd. The private placement is expected to close concurrently with the exchange, subject to customary closing conditions.

Enhanced Group said that, upon closing, the exercise price of warrants issued in its June 2026 private placement will reset to the placement price. The warrants' exercise price is currently $38.90 per share. Enhanced Group said the number of shares issuable on exercise will increase by up to 5,747,000. The exchange shares are subject to lock-up agreements, divided into three equal tranches restricted until six, nine and twelve months after closing.

Enhanced Group said the exchange remains subject to effectiveness of the written consent, required regulatory approvals and other customary closing conditions. It expects the exchange to close in the first quarter of 2027, subject to customary closing conditions and applicable regulatory requirements. Enhanced Group also said DEAG will continue under its existing management team, led by incoming chief executive Markus Breitenecker.