Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
Enhanced Group Inc. (Name of Issuer) |
Class A Common Stock (Title of Class of Securities) |
29333R107 (CUSIP Number) |
Sanad Abushala Centris Business Gateway - Level 0/C, Triq is-Salib tal-Imriehel Birkirkara, O1, CBD 3020 356 9960 9158 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/14/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 29333R107 |
| 1 |
Name of reporting person
Apeiron Investment Group Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MALTA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
29,904,746.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
24.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 29333R107 |
| 1 |
Name of reporting person
Enhanced Holdings LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
29,904,746.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
24.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 29333R107 |
| 1 |
Name of reporting person
Enhanced Holdings GP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
29,904,746.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
24.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 29333R107 |
| 1 |
Name of reporting person
Christian Angermayer | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
GERMANY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
29,904,746.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
24.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock | |
| (b) | Name of Issuer:
Enhanced Group Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
169 Madison Ave, Suite 15101, New York,
NEW YORK
, 10016. | |
Item 1 Comment:
This Amendment No. 1 to Schedule 13D amends and supplements the statement on Schedule 13D originally filed with the United States Securities and Exchange Commission on May 14, 2026 (as amended, the "Schedule 13D"), relating to the Class A Common Stock. Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Purchase Agreement On June 14, 2026, the Issuer entered into a securities purchase agreement (the "Purchase Agreement") with Apeiron pursuant to which the Issuer agreed to issue and sell to Apeiron in a private placement (the "Private Placement") (A) 5,141,388 shares of Class A Common Stock and (B) warrants to purchase 5,141,388 shares of Class A Common Stock (the "Warrants"). The Class A Common Stock and Warrants will be issued separately. The combined purchase price per share of Class A Common Stock and accompanying Warrant is $3.89. The Private Placement is expected to close in two tranches. The first tranche, which will consist of 3,020,565 shares of Class A Common Stock and accompanying Warrants, is expected to close on or about June 22, 2026. The second tranche, which will consist of 2,120,823 shares of Class A Common Stock and accompanying Warrants, will close as soon as practicable after the effectiveness of the Stockholder Consent (as defined in the Purchase Agreement). June 2026 Registration Rights Agreement On June 14, 2026, the Issuer also entered into a registration rights agreement with Apeiron (the "June 2026 Registration Rights Agreement"), pursuant to which the Issuer has agreed to file a registration statement under the Securities Act with the Securities and Exchange Commission (the "SEC"), covering the resale of the Class A Common Stock and the shares of Class A Common Stock underlying the Warrants no later than 30 days following the applicable closing date 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. The foregoing description of the Purchase Agreement, the Warrants and the June 2026 Registration Rights Agreement do not purport to be complete and are each qualified in their entirety by the full text of the form of such agreements, which are attached as exhibits to this Schedule 13D and incorporated herein by reference | ||
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 4 above summarizes certain provisions of the Purchase Agreement, the Warrants and the June 2026 Registration Rights Agreement are incorporated herein by reference. A copy of each such agreement is attached as an exhibit hereto and incorporated herein by reference. Except as set forth herein, none of the Reporting Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including, but not limited to, any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 5: Form of Purchase Agreement, dated as of June 14, 2026 (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 15, 2026). Exhibit 6: Form of Warrant (incorporated by reference to Exhibit 4.1 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 15, 2026). Exhibit 7: Form of Registration Rights Agreement, dated as of June 14, 2026 (incorporated by reference to Exhibit 10.2 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 15, 2026). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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