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Enhanced Signs Deal to Buy 77% of DEAG

Third-quarter revenue was $3.3 million after the May Enhanced Games, with a $13.5 million net loss and a planned all-stock purchase of a controlling DEAG stake.

Enhanced Group Inc. (ENHA), a sports, live entertainment and performance products company, reported third-quarter revenue of $3.3 million after the May Enhanced Games, then signed definitive agreements to acquire an approximately 77% controlling interest in DEAG Deutsche Entertainment AG in an all-stock deal.

The quarter’s results reflected the stand-alone business of Enhanced Games and Live Enhanced. Closing of the DEAG acquisition is expected in the first quarter of 2027, after which Enhanced said it will fully consolidate DEAG. Combined 2027 revenue is expected at approximately $670 million and combined 2027 Adjusted EBITDA at approximately $26 million.

Revenue fell to $3.3 million from $17.7 million in the second quarter, when the inaugural Enhanced Games held in May drove results. Third-quarter revenue reflected acceleration of Live Enhanced telehealth sales and continued recognition under sponsorship agreements. Games, athletes and event operating costs dropped to $2.7 million from $52.0 million in the second quarter, which had included launch-related expenses for a purpose-built venue, broadcast capability and a clinical program. Third-quarter costs consisted primarily of contracted athlete compensation.

Selling, general and administrative expenses were $12.7 million, including $3.1 million of non-cash Rumble marketing expense and $1.5 million of stock-based compensation. Loss from operations was $13.5 million, compared with $61.9 million in the second quarter, driven primarily by the absence of costs associated with staging the inaugural Enhanced Games. Net loss was $13.5 million. Adjusted EBITDA was a loss of $8.8 million; the adjusted figure does not include an add-back of the $3.1 million non-cash Rumble marketing expense.

Cash and cash equivalents were $12.1 million as of September 30, 2026, compared with $19.6 million as of June 30, 2026. That cash balance is prior to the $15 million PIPE announced November 5, 2026, and does not include anticipated $20 million in sponsorship due at year-end, including $10 million of cash under the Zoop title sponsorship and expected monetization of $10 million in Rezolve stock.

The DEAG transaction is all-stock, with no cash consideration. Enhanced expects to issue approximately 11 million Class A shares at $8.00 per share, an approximately 13% premium to the November 4, 2026 closing price of $7.11, at an exchange ratio of approximately one Enhanced share for 1.7 DEAG shares. The agreed value is EUR 4.00 per DEAG share, which values 100% of DEAG’s equity at approximately $115 million and implies an enterprise value of approximately $139 million, or 5.3 times DEAG’s FY2027E Adjusted EBITDA of approximately $26.5 million. Newly issued shares are subject to a lock-up of up to 12 months with staggered releases.

DEAG, a Berlin-headquartered Pan-European live entertainment and ticketing company, operates in seven core European markets, stages approximately 6,000 live events a year and runs proprietary ticketing platforms. It will continue under existing management led by incoming Chief Executive Officer Markus Breitenecker and its buy-and-build strategy. Concurrent with the exchange agreements, Enhanced executed a securities purchase agreement for a $15 million private placement from long-term investors, intended to support growth of its sporting, telehealth and performance products businesses as well as DEAG’s buy-and-build strategy.

In the third quarter the company launched the beta version of Enhanced OS, an AI-powered platform combining medical records, biomarker testing and wearable data into individualized health plans, and expanded Live Enhanced offerings to include Modafinil and six additional peptides supplementing existing 12 Rx products. Chief Financial Officer Sid Banthiya said the company had deliberately held back on aggressively scaling the telehealth platform to get product mix right and optimize unit economics, and that it expects telehealth revenues in 2027 to reach well into the double-digit millions.

For the 2027 Enhanced Games, the company targets a budget of approximately $20 million and expects the sports business, including the Games and Breakers, to break even or better in 2027 combined with a broader revenue base of sponsorship, media rights, ticketing and host-city support. Once the DEAG acquisition closes, Enhanced said it will move to full segment reporting across sports, telehealth and live entertainment.

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