ENLIVEX THERAPEUTICS LTD. FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 ENLIVEX THERAPEUTICS LTD. FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 INDEX Page Report of Independent Registered Public Accounting Firm F-2 Consoli

OF DECEMBER 31, 2023

OF DECEMBER 31, 2023

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Board of Directors and Shareholders of ENLIVEX

Opinions on the Financial Statements and Internal

Control over Financial Reporting

We have audited the accompanying

balance sheets of Enlivex Therapeutics Ltd. and subsidiaries (the "Company") as of December 31, 2023 and 2022, and the related

statements of operations, comprehensive loss, shareholders' equity, and cash flows for each of the years in the three-year period

ended December 31, 2023, and the related notes (collectively referred to as the financial statements).

We also have audited the Company's

internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control-Integrated

Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the financial

statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and

2022, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2023, in

conformity with accounting principles generally accepted in the United States of America.

Also, in our opinion, the Company maintained, in all

material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal

Control-Integrated Framework (2013) issued by COSO.

The Company's management

is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment

of the effectiveness of internal control over financial reporting included in the accompanying Management's Annual Report on Internal

Control over Financial Reporting. Our responsibility is to express an opinion on the Company's financial statements and an opinion

on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with

the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in

accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and

We conducted our audits in accordance

with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether

the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over

financial reporting was maintained in all material respects.

Our audits of the financial statements

included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud,

and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts

and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates

made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial

reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness

exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also

included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable

basis for our opinions.

Definition and Limitations of Internal Control over

A company's internal control

over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the

preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's

internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that,

in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable

assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted

accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management

and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,

use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations,

internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness

to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of

compliance with the policies or procedures may deteriorate.

Critical Audit Matters

Critical audit matters are matters

arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee

and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,

subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated

financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion

on the critical audit matters or on the respective accounts or disclosures to which they relate.

Liquidity and capital resources

Description of the matter -

As discussed in Note 1 to the

consolidated financial statements, the Company has incurred operating losses and negative cash-flow from operations since inception. The

Company's operations are dependent on its ability to raise additional funds. This dependency will continue until the Company will

be able to completely finance its operations by generating revenue from its product candidates. Management has concluded that, based on

its cash and cash equivalents and bank deposits as of December 31, 2023 and its current projections and plans, the Company will be

able to satisfy its liquidity requirements for at least 12 months from the date these financial statements were issued.

The Company has been funded primarily

through offerings of the Company's securities. Management expects that the Company will incur additional losses as it continues

to focus its resources on advancing the development of its therapeutic candidates, based on a prioritized plan that will result in negative

cash flows from operating activities.

The principal considerations for

our determination that performing procedures related to liquidity and capital resources is a critical audit matter are the estimation

and execution uncertainty regarding the Company's future cash flows and management's judgments and assumptions in estimating

these cash flows to conclude the Company would have sufficient liquidity to fund its operations for at least the next 12 months. This

in turn led to a high degree of auditor subjectivity and judgment to evaluate the audit evidence supporting the liquidity conclusions.

How we addressed the matter

Addressing the matter involved

performing procedures and evaluating audit evidence in connection with our overall opinion on the consolidated financial statements. Our

audit procedures included, among others, testing the reasonableness of the forecasted revenue, operating expenses, and uses and sources

of cash used in management's assessment of whether the Company has sufficient liquidity to fund its operations for at least the

next 12 months. We assessed the appropriateness of the forecast assumptions by comparing prior period forecasts to actual results, inquiring

of management regarding the mitigating actions to reduce costs and manage cash flows and assessing whether the mitigating actions were

within the Company's control, testing the underlying data generated to prepare the forecast scenarios and determined whether there was

adequate support for the assumptions underlying the forecast.

Accrued pre-clinical and

clinical trial expenses

Description of the matter -

As discussed in Note 2 to the

consolidated financial statements, the Company records costs for pre-clinical and clinical trial activities based upon estimates of costs

incurred through the balance sheet date that have yet to be invoiced by the contract research organizations and other vendors.

Auditing the Company's accruals

for pre-clinical and clinical trial activities is challenging due to the fact that information necessary to estimate the accruals for

the services that have been received during the reporting period is accumulated from multiple sources, including the Company's personnel

who oversee the pre-clinical and clinical trial activities, information from service providers and terms and conditions included in the

contracts with the service providers. In addition, in certain circumstances, the determination of the nature and level of services that

have been received during the reporting period requires judgment because the historical timing and pattern of vendor invoicing does not