ENHA 8-K
Enhanced Group Inc. (ENHA)
8-K
2026-09-23
For: 2026-09-17
View Original
Added on
September 23, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 17, 2026
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of James J. Murren
On September 17, 2026, James J. Murren resigned from the Board of Directors (the “Board”) of Enhanced Group Inc. (the “Company”), effective as of September 17, 2026. Mr. Murren also resigned as Chair and a member of the Audit Committee of the Board (the “Audit Committee”), effective as of such date. Mr. Murren's resignation was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices. Mr. Murren was an independent director of the Company under the applicable rules and listing standards of the New York Stock Exchange (the “NYSE”) and the applicable requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Resignation of Christian Angermayer
On September 17, 2026, Christian Angermayer resigned from the Board and as Chairman of the Board, effective as of September 17, 2026. Mr. Angermayer's resignation was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices. Mr. Angermayer was not an independent director of the Company under the applicable rules and listing standards of the NYSE and the applicable requirements of the Exchange Act.
Appointment of Michael Sepso as Director
Effective immediately following the resignations of Mr. Murren and Mr. Angermayer, the Board appointed Michael Sepso to serve as a director of the Company to fill a vacancy resulting from the resignation of a director. Mr. Sepso will serve until his successor is duly elected and qualified or until his earlier resignation or removal. Mr. Sepso will also serve as a member of the Board’s Audit Committee.
Michael Sepso, age 54, has more than 20 years of experience in the esports and gaming industry. He has served as a Venture Partner at Griffin Gaming Partners since April 2026, and is a Co-Founder of Popsical Music Group, LLC. From October 2023 to April 2025, Mr. Sepso served as Chief Strategy Officer of ESL FACEIT Group, a global esports and gaming company, where he was responsible for acquisitions, investments and corporate development. From 2019 to October 2023, Mr. Sepso served as Founder and Chief Executive Officer of Vindex, an esports technology and infrastructure company. In 2002, Mr. Sepso co-founded Major League Gaming, the first professional esports league and media company in North America, and served as a senior executive of Activision Blizzard from 2015 through 2018. Mr. Sepso has also served as Co-Chair of the Interactive Advertising Bureau's Creator Economy Board since March 2025 and as a director of 100 Thieves since 2018. He also is a member of the advisory board of Global Citizen, Media and Marketing, a global charity. Mr. Sepso received a B.S. in Management from Babson College.
The Board has determined that Mr. Sepso is independent under the applicable NYSE listing standards and the independence requirements of Rule 10A-3 under the Exchange Act. The Board has also determined that Mr. Sepso is financially literate within the meaning of the NYSE listing standards.
There are no family relationships between Mr. Sepso and any director or executive officer of the Company. There are no arrangements or understandings between Mr. Sepso and any other person pursuant to which Mr. Sepso was selected as a director. The Company is not aware of any transaction or proposed transaction between Mr. Sepso and the Company that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with his appointment to the Board, Mr. Sepso will be entitled to receive compensation in accordance with the Company's Non-Employee Director Compensation Program approved by the Board on September 22, 2026 (the “Program”) described below under “Non-Employee Compensation Program,”, with such compensation effective as of September 17, 2026. Pursuant to the Program, Mr. Sepso will be entitled to receive an annual cash retainer of $50,000 for his service on the Board and an additional annual cash retainer of $10,000 for his service as a
member of the Audit Committee, in each case prorated to reflect his period of service beginning September 17, 2026.
In addition, in connection with his appointment, Mr. Sepso will receive an initial award of restricted stock units (“RSUs”) under the Enhanced Group Inc. Omnibus Incentive Plan with a grant date value of $370,000 (which will not be prorated), which will vest in three equal annual installments on each of the first three anniversaries of the grant date, subject to his continued service on the Board through each vesting date. Beginning with the Company’s next annual meeting of shareholders, Mr. Sepso will also be eligible to receive an annual award of RSUs with a grant date value of $185,000, which will vest in full on the earlier of the first anniversary of the grant date and the date of the Company’s next annual meeting of shareholders, subject to his continued service on the Board through the vesting date. Because Mr. Sepso will have received an initial award, his first annual award will be prorated in accordance with the Program.
Audit Committee Changes
Effective immediately following the resignation of Mr. Murren as Chair of the Audit Committee, the Board appointed Anthony D. Eisenberg, an existing independent director and member of the Audit Committee, to serve as Chair of the Audit Committee. Mr. Eisenberg will serve as Chair of the Audit Committee until his successor is duly appointed or until his earlier resignation or removal. The Board has determined that Mr. Eisenberg qualifies as an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K and has designated him as such.
Following these changes, the Audit Committee consists of Anthony D. Eisenberg, Chair, Juliette Han and Michael Sepso. The Board has determined that each member of the Audit Committee satisfies the applicable independence requirements of the NYSE and Rule 10A-3 under the Exchange Act.
Appointment of James Simpson as Chairman of the Board
Effective immediately following the resignation of Mr. Angermayer, the Board appointed James Simpson as Chairman of the Board. Mr. Simpson is an existing director of the Company and will serve as Chairman until his successor is duly appointed or elected and qualified or until his earlier resignation or removal.
Non-Employee Director Compensation Program
On September 22, 2026, the Board approved and adopted the Program, effective as of May 8, 2026. The Program governs compensation payable to the Company’s non-employee directors for service on the Board and its committees on and after such date.
Under the Program, each non-employee director is entitled to receive an annual cash retainer of $50,000, and no additional fees are paid for attendance at Board or committee meetings. Each non-employee director is also entitled to receive an annual equity award in the form of RSUs having a grant date value of $185,000, and each non-employee director appointed in connection with or following the Company’s business combination and initial listing on the NYSE is eligible to receive an initial equity award in the form of RSUs having a grant date value of $370,000, in each case subject to the terms of the Program, the Company’s applicable equity incentive plan and the applicable award agreement.
The Program also provides the following additional annual cash retainers for committee service: Audit Committee, $20,000 for the chair and $10,000 for each other member; Compensation Committee, $15,000 for the chair and $7,500 for each other member; and Nominating and Governance Committee, $10,000 for the chair and $5,000 for each other member. A director serving as chair of a committee receives the applicable chair retainer in lieu of, and not in addition to, the committee member retainer for that committee. The non-employee director serving as Chair of the Board is entitled to an additional annual cash retainer of $55,000, and any Lead Independent Director is entitled to an additional annual cash retainer of $15,000.
Annual cash retainers and other annual compensation payable under the Program are prorated to reflect a director’s period of service if the director begins or ceases service during the applicable period. The Program provides that the
aggregate value of the cash and equity compensation payable to any non-employee director may not exceed $750,000 for any fiscal year, or $1,000,000 for a director’s initial year of appointment.
The foregoing description of the Program does not purport to be complete and is qualified in its entirety by reference to the full text of the Program, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01 — Regulation FD Disclosure
On September 23, 2026, the Company issued a press release announcing the appointment of Michael Sepso to the Company's Board of Directors. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01Financial Statements and Exhibits.
| Exhibit No. | Description | |||||||
| 10.1 | ||||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: September 23, 2026
| Enhanced Group Inc. | ||||||||||||||
| By: | /s/ Siddhartha Banthiya | |||||||||||||
Siddhartha Banthiya | ||||||||||||||
Chief Financial Officer | ||||||||||||||
ENHANCED GROUP INC.
NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM
Effective May 8, 2026
1. Purpose
The purpose of this Non-Employee Director Compensation Program (the “Program”) is to establish the compensation payable by Enhanced Group Inc. (the “Company”) to members of the Company's Board of Directors (the “Board”) who are not employees of the Company or any of its subsidiaries (each, a “Non-Employee Director”) for their service on the Board and its committees.
The Program is intended to provide compensation that is competitive with market practices for companies of comparable size and profile and to support the Company's ability to attract and retain qualified directors.
2. Eligibility
Each Non-Employee Director shall be eligible to receive the compensation described in this Program for service as a member of the Board and, as applicable, for service on Board committees or in a Board leadership position.
A director who is an employee of the Company or any of its subsidiaries shall not be eligible to participate in the Program during any period in which such person is an employee.
3. Annual Board Cash Retainer
Each Non-Employee Director shall receive an annual cash retainer of $50,000 for service on the Board.
No additional fees shall be paid for attendance at individual Board or committee meetings.
4. Annual Equity Grant
Each Non-Employee Director shall receive an annual equity award having a grant-date value of $185,000, payable in the form of restricted stock units (“RSUs”), subject to the terms of the Company's applicable equity incentive plan and the applicable award agreement.
For a Non-Employee Director who received an Initial Grant (as defined below) during the prior year, the Annual Grant shall be prorated in accordance with the Company's applicable equity award procedures.
Each Annual Grant shall vest in full on the earlier of:
1.the first anniversary of the applicable grant date; or
2.the date of the Company's next annual meeting of stockholders,
subject to the Non-Employee Director's continued service through the applicable vesting date, except as otherwise provided in the applicable award agreement or determined by the Board.
5. Initial Equity Grant
A Non-Employee Director appointed in connection with or following the Company’s Business Combination and initial listing on the New York Stock Exchange shall be eligible to receive an
initial equity award having a grant-date value of $370,000, payable in the form of RSUs (the “Initial Grant”).
The Initial Grant shall vest in three substantially equal annual installments on each anniversary of the applicable grant date, subject to the Non-Employee Director's continued service through the applicable vesting date, except as otherwise provided in the applicable award agreement or determined by the Board.
The Initial Grant is intended to be approximately two times the value of the Annual Grant.
6. Committee Service
In addition to the Annual Board Cash Retainer and applicable equity awards, each Non-Employee Director shall receive the following annual cash retainer for service on a Board committee:
Committee | Chair | Member | ||||||
Audit Committee | $20,000 | $10,000 | ||||||
Compensation Committee | $15,000 | $7,500 | ||||||
Nominating & Governance Committee | $10,000 | $5,000 | ||||||
A director serving as Chair of a committee shall receive the applicable Chair retainer in lieu of, and not in addition to, the applicable committee member retainer for that committee.
7. Board Leadership
In addition to the compensation otherwise payable under this Program:
Board Chair. The Non-Employee Director serving as Chair of the Board shall receive an additional annual cash retainer of $55,000.
Lead Independent Director. If the Board designates a Lead Independent Director, the Lead Independent Director shall receive an additional annual cash retainer of $15,000.
The Board Chair and Lead Independent Director retainers shall not be paid concurrently unless otherwise determined by the Board.
8. Compensation Limit
The aggregate value of compensation payable to any Non-Employee Director under this Program for any fiscal year, including cash compensation and equity compensation, shall not exceed $750,000.
For a Non-Employee Director's initial year of appointment, the applicable aggregate limit shall be $1,000,000.
For purposes of determining compliance with these limits, equity awards shall be valued in accordance with the valuation methodology applicable to the Company's equity incentive plan and applicable law.
9. Equity Awards; Applicable Plan
All RSU awards granted pursuant to this Program shall be made under the Company's applicable equity incentive plan and shall be evidenced by award agreements containing such terms and conditions as are consistent with this Program and the applicable equity incentive plan.
The number of RSUs comprising any award shall be determined based on the applicable grant-date value of the award and the methodology established under the Company's applicable equity incentive plan.
10. Proration
A Non-Employee Director who begins or ceases service during a period for which an annual cash retainer or other annual compensation is payable shall receive such compensation on a prorated basis to reflect the period of service, except as otherwise determined by the Board or provided in the applicable award agreement.
11. Administration
The Board, or a committee of the Board designated by the Board, shall administer the Program and shall have authority to interpret and administer the Program and to make such determinations as may be necessary or appropriate to implement its terms, consistent with the terms of the Program and applicable law.
The Board may amend, suspend or terminate the Program at any time, subject to applicable law and the terms of any outstanding equity awards.
12. No Employment Rights
Nothing in this Program shall be construed to create a contract of employment or other right to continued service as a director. Nothing in the Program shall limit the right of the Company or its stockholders to remove a director or otherwise affect the term of any director's service.
13. Effective Date
This Program shall be effective as of May 8, 2026, as approved by the Board, and shall apply to compensation earned or equity awards granted on or after such date, subject to the terms of any applicable award agreement.
Enhanced Group Appoints Mike Sepso to Board; Names James Simpson Chairman
Tony Eisenberg to Chair Audit Committee; Christian Angermayer and Jim Murren Transition from Board to Ongoing Advisory Roles
NEW YORK, September 23, 2026 – Enhanced Group Inc. (NYSE: ENHA) (“Enhanced” or the “Company”) today announced the appointment of Mike Sepso, Co-Founder of Major League Gaming, to its Board of Directors and Audit Committee. The Company also announced that current director James Simpson has been appointed Chairman of the Board and current director Tony Eisenberg has been appointed Chair of the Audit Committee.
Mr. Sepso is a media and technology entrepreneur with more than two decades of experience building competitive leagues and live-event businesses. He co-founded Major League Gaming (“MLG”), a pioneering professional esports organization that helped transform competitive gaming into a global spectator sport and was subsequently acquired by Activision Blizzard. He also co-founded Vindex, a gaming and esports technology infrastructure company acquired by ESL FACEIT Group in 2023. He is currently a Venture Partner at Griffin Gaming Partners.
Mr. Simpson has served on Enhanced’s Board since the Company’s public listing and currently chairs its Compensation Committee and Nominating and Corporate Governance Committee. He is Managing Partner of Apeiron Investment Group, the Company’s largest shareholder, and previously served as Apeiron’s General Counsel.
Mr. Eisenberg has served on the Company’s Audit Committee since its public listing. He is Chief Executive Officer of American Drive Acquisition Corp. and a Founding Partner of Palo Santo, a venture capital firm focused on mental health.
Christian Angermayer and Jim Murren stepped down from the Board, while continuing to support the Company in ongoing roles. Mr. Angermayer remains closely engaged in his role as Co-Founder and through his family office Apeiron Investment Group. Apeiron is Enhanced’s largest shareholder and has been increasing its stake in the Company continuously over the past weeks. Mr. Murren will continue working with the Company as Special Advisor to the Chief Executive Officer.
“Mike brings exceptional experience building new sports properties and turning emerging forms of competition into global entertainment,” said Maximilian Martin, Chief Executive Officer of Enhanced. “His perspective will be enormously valuable as we build the next chapter of Enhanced. James’s knowledge of the Company and experience at Apeiron position him well to lead our Board, while Tony brings valuable financial expertise and board experience to his role as Chair of the Audit Committee.”
Martin continued: “Christian’s conviction and support has been fundamental to building Enhanced, and I look much forward to continuing to work together closely with him as my Co-Founder. Jim has been an invaluable partner, and I am very pleased that we will continue benefiting from his experience and counsel as Special Advisor.”
“I remain as committed as ever to Enhanced and its potential,” said Christian Angermayer, Co-Founder of Enhanced and Founder of Apeiron Investment Group. “Max and the team have achieved an extraordinary amount in a short period, and I am excited to continue supporting the Company through its next phase of growth.”
“Serving on the Enhanced Board has given me a close view of what our athletes are capable of, and that has been a privilege,” said Jim Murren. “I want to thank them for bringing Enhanced’s mission to life and inspiring others to pursue their own personal best. I look forward to continuing to support Enhanced and the team as Special Advisor as they advance that mission.”
About Enhanced Group Inc.
Enhanced (NYSE: ENHA) is an elite sports competition and performance products company committed to giving athletes and consumers access to products that optimize health, performance, and recovery. Its Live Enhanced platform provides consumers with clinician-guided protocols, supplements, and personalized health and longevity offerings. For more information, visit www.enhanced.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s business strategy, plans and prospects. These statements are based on management’s current expectations and are subject to risks and uncertainties that could cause actual results to differ materially. For a discussion of these and other risks and uncertainties, see the “Risk Factors” section of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 and other filings with the U.S. Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statements, except as required by law.
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