Entera Bio (NASDAQ: ENTX) secures $275M to fund EB613 phase 3

Rhea-AI Filing Summary

Entera Bio Ltd. completed a private placement with institutional and accredited investors for 134,803,910 ordinary shares (or pre-funded warrants) at $2.04 per share, raising approximately $275.0 million. On July 28, 2026 it issued 122,961,215 ordinary shares and 11,842,695 pre-funded warrants.

The pre-funded warrants are immediately exercisable at an exercise price of NIS 0.0000769 per ordinary share, have no expiration date and include 4.99% or 9.99% beneficial ownership limits, with potential increases up to 19.99%. Net proceeds are intended to support initiation of a phase 3 registrational study of EB613 in postmenopausal women with osteoporosis and for general working capital and corporate purposes.

Funds affiliated with BVF Partners L.P. obtained rights to designate up to two directors, which step down at 75.0%, 50.0% and 10.0% ownership thresholds, and one designee is expected to serve on the Nominating and Governance Committee. Purchasers agreed to support proposals to increase the 2018 Equity Incentive Plan share reserve and approve executive equity grants restoring pre-transaction beneficial ownership levels. Entera Bio agreed to file a resale registration statement within 30 days of closing and to use reasonable best efforts to have it declared effective.

Positive

• Completes a large private placement raising $275.0 million to fund a phase 3 registrational study of EB613 and support general working capital and corporate purposes.

Negative

• None.

Filing Explained

The filing adds a governance transition: the company agreed to seek two additional independent directors by its 2027 annual meeting and no later than 18 months after the July 28, 2026 closing, while a current independent director will resign when a new one is appointed and Haya Taitel and Yonatan Malca said they will resign or not stand for reelection at that point.

8-K Event Classification

4 items: 1.01, 3.02, 5.02, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Private placement size: 134,803,910 ordinary shares (or pre-funded warrants) Gross proceeds: $275.0 million Offering price: $2.04 per Ordinary Share +5 more

8 metrics

Private placement size 134,803,910 ordinary shares (or pre-funded warrants) Aggregate securities sold in July 2026 private placement

Gross proceeds $275.0 million Aggregate proceeds from the private placement at $2.04 per share

Offering price $2.04 per Ordinary Share Price per share in the private placement

Ordinary Shares issued at closing 122,961,215 Ordinary Shares issued on the July 28, 2026 closing date

Pre-Funded Warrants issued 11,842,695 Pre-Funded Warrants issued on the July 28, 2026 closing date

Pre-Funded Warrant exercise price NIS 0.0000769 per Ordinary Share Exercise price for each Pre-Funded Warrant

Beneficial ownership limits 4.99%, 9.99%, up to 19.99% Ownership caps affecting exercise of Pre-Funded Warrants

BVF board rights thresholds 75.0%, 50.0%, 10.0% Ownership levels that change BVF’s director designation rights

Key Terms

Securities Purchase Agreement, Pre-Funded Warrants, Registration Rights Agreement, accredited investor, +1 more

5 terms

Securities Purchase Agreement regulatory

"entered into a Securities Purchase Agreement (the “Purchase Agreement”)"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

Pre-Funded Warrants financial

"pre-funded warrants to purchase Ordinary Shares (the “Pre-Funded Warrants”)"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

Registration Rights Agreement regulatory

"entered into a Registration Rights Agreement (the “Registration Rights Agreement”)"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

accredited investor regulatory

"including that each Purchaser is an “accredited investor”, as defined in Rule 501(a)"

An accredited investor is an individual or entity that meets certain financial criteria, such as having a high income or significant net worth, allowing them to invest in private or less regulated investment opportunities. This status matters because it grants access to investments that are often riskier or less available to the general public, reflecting a higher level of financial knowledge or resources.

beneficially own regulatory

"If BVF ceases to beneficially own at least 75.0% of the total securities"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Available on EDGAR 07/28/2026 - 04:13 PM Accepted by SEC EDGAR 07/28/2026 - 04:12 PM Learn about SEC filing dates

FAQ

What financing did Entera Bio (ENTX) announce on July 26, 2026?

Entera Bio entered a securities purchase agreement for 134,803,910 ordinary shares (or pre-funded warrants) at $2.04 per share, raising about $275.0 million. At closing, it issued 122,961,215 shares and 11,842,695 pre-funded warrants.

How will Entera Bio (ENTX) use the $275.0 million raised in the private placement?

The company plans to use the $275.0 million of net proceeds to support initiation of its phase 3 registrational study of EB613 in postmenopausal women with osteoporosis and for general working capital and corporate purposes.

What are the key terms of Entera Bio (ENTX) pre-funded warrants?

Each pre-funded warrant is immediately exercisable at NIS 0.0000769 per share, has no expiration date and is subject to 4.99% or 9.99% beneficial ownership limits, potentially increasing up to 19.99%. Holders may exercise cashlessly when no effective resale registration statement exists.

What board designation rights did BVF Partners receive in Entera Bio (ENTX)?

BVF may designate two directors to Entera Bio’s board while it holds at least 75.0% of its private placement securities. This falls to one designee below 75.0%, and all designation rights end below 50.0% of those securities or 10.0% of outstanding shares.

What registration rights were granted to investors in Entera Bio (ENTX)?

Entera Bio agreed to file a resale registration statement for the ordinary shares and shares underlying pre-funded warrants within 30 days of closing and to use its reasonable best efforts to have it declared effective as promptly as possible.

How will Entera Bio (ENTX) address executive ownership after the private placement?

Purchasers agreed to vote their shares for proposals to increase the 2018 Equity Incentive Plan share pool and approve equity grants to executive officers intended to restore their post-private-placement beneficial ownership to pre-closing percentage levels.

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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): July 26, 2026

Entera Bio Ltd. 

(Exact Name of Registrant as Specified in Its Charter)

Israel		001-38556		Not Applicable
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification)

Kiryat Hadassah, Minrav Building – Fifth Floor, Jerusalem, Israel 9112002
(Address of principal executive offices) (Zip Code)

+972-2-532-7151

(Registrant’s Telephone Number, Including Area Code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Ordinary Shares, par value of NIS 0.0000769		ENTX		Nasdaq Capital Market

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).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On July 26, 2026, Entera Bio Ltd., a company organized under the laws of the State of Israel (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional and accredited investors (collectively, the “Purchasers”), including funds affiliated with BVF Partners L.P. (collectively, “BVF”), providing for the private placement (the “Private Placement”) to the Purchasers of an aggregate of 134,803,910 ordinary shares, par value NIS 0.0000769 per share, of the Company (the “Ordinary Shares”) (or, in lieu thereof, pre-funded warrants to purchase Ordinary Shares (the “Pre-Funded Warrants”)), for aggregate proceeds of approximately $275.0 million, representing a price of $2.04 per Ordinary Share. The transaction was priced at the market under the rules of the Nasdaq Stock Market (“Nasdaq”). The Private Placement closed on July 28, 2026 (the “Closing Date”), on which date the Company issued an aggregate of 122,961,215 Ordinary Shares and 11,842,695 Pre-Funded Warrants.

Certain Purchasers elected to receive a combination of Ordinary Shares and Pre-Funded Warrants in lieu of Ordinary Shares. The Pre-Funded Warrants may not be exercised if the aggregate number of Ordinary Shares beneficially owned by the holder thereof, together with its affiliates, would exceed either 4.99% or 9.99, at the option of the holder, immediately after exercise thereof, subject to increases not in excess of 19.99% at the option of the holder. Each Pre-Funded Warrant has an exercise price of NIS 0.0000769 per Ordinary Share, is immediately exercisable and may be exercised at any time and has no expiration date, and is subject to customary adjustments.

The Company intends to use the net proceeds from the Private Placement to support activities related to initiation of the Company’s phase 3 registrational study of EB613 in postmenopausal women with osteoporosis and for general working capital and corporate purposes.

Leerink Partners (“Leerink”) acted as lead placement agent for the Private Placement. Evercore ISI, Guggenheim Securities, Cantor Fitzgerald, LifeSci Capital, and Canaccord Genuity (collectively with Leerink, the “Placement Agents”) acted as co-placement agents for the Private Placement, and the Company has agreed to pay a customary cash placement fee to the Placement Agents.

Pursuant to the Purchase Agreement, effective as of the Closing Date, the Company has agreed to grant BVF the right to designate two directors to the Company’s board of directors (the “Board”) (each, a “BVF Designee”), subject to each BVF Designee’s satisfaction of all applicable requirements regarding service as a director under applicable law and Nasdaq rules and such other criteria and qualifications applicable to all directors of the Company. If BVF ceases to beneficially own at least 75.0% of the total securities (comprising the Ordinary Shares and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants) acquired by BVF in the Private Placement, then BVF’s designation right will be reduced to one BVF Designee; and if such ownership falls below 50.0% of such securities, or if BVF’s beneficial ownership falls below 10.0% of the Company’s issued and outstanding Ordinary Shares, then BVF’s designation right will terminate in full. In each such case, at the Board’s written request, the applicable BVF Designee or BVF Designees will be required to resign from the Board, effective as of the 30th day following such request. For so long as BVF has the right to designate at least one BVF Designee, one BVF Designee is expected to serve on the Nominating and Governance Committee of the Board, subject to applicable independence and other eligibility requirements.

In addition, the Company has agreed to use its commercially reasonable efforts, in reasonable consultation with each BVF Designee then serving, to identify and either appoint or put forth for election two additional independent members of the Board (each, a “New Independent Director”), anticipated to occur at or prior to the Company’s 2027 annual general meeting and, subject to the qualification of such directors, no later than 18 months following the Closing Date.

Additionally, each Purchaser has agreed to vote all Ordinary Shares beneficially held by it in favor of certain proposals relating to the increase in the number of shares issuable under the Company’s 2018 Equity Incentive Plan and the issuance of equity grants to the Company’s executive officers intended to restore such person’s post-Private Placement beneficial ownership of the Company to their respective ownership percentages immediately prior to the Closing Date (the “Supported Proposals”). The Company expects to seek shareholder approval of the Supported Proposals at a special meeting of shareholders anticipated to be held in the fourth quarter of 2026 and, in any event, no later than 12 months following the Closing Date.

The securities issued to the Purchasers under the Purchase Agreement were offered in reliance on an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The Company relied on this exemption from registration based in part on representations made by the Purchasers, including that each Purchaser is an “accredited investor”, as defined in Rule 501(a) promulgated under the Securities Act.

The sale of the securities pursuant to the Purchase Agreement has not been registered under the Securities Act or any state securities laws. The securities may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Neither this Current Report on Form 8-K, nor the exhibits attached hereto, is an offer to sell or a solicitation of an offer to buy the securities described herein or therein.

On the Closing Date, the Company and the Purchasers entered into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which the Company has agreed to prepare and file a registration statement with the Securities and Exchange Commission no later than 30 days following the Closing Date, to register the resale of the Ordinary Shares and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants. The Company has agreed to use its reasonable best efforts to have such registration statement declared effective as promptly as possible after the filing thereof. Holders of Pre-Funded Warrants may exercise such warrants on a cashless basis at such time as there is no effective registration statement with respect to the resale of the Ordinary Shares issuable upon exercise thereof.

The foregoing description of the Purchase Agreement, the Pre-Funded Warrants and the Registration Rights Agreement is only a summary and is qualified in its entirety by reference to the full text of such agreements, which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference in response to this Item 3.02.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth under Item 1.01 of this Current Report on Form 8-K regarding the BVF Designees and the New Independent Directors is incorporated by reference into this Item 5.02.

Pursuant the Purchase Agreement, the Company has agreed that prior to or at such a time as a New Independent Director is appointed to the Board, as part of an orderly succession plan and otherwise in accordance with good governance practices, a current independent director will resign from the Board. Each of Haya Taitel and Yonatan Malca has communicated to the Board that he or she will either resign from the Board or not stand for reelection to the Board, in either case, effective upon the date that a corresponding New Independent Director is appointed or elected to the Board. The decision of each of Haya Taitel and Yonatan Malca to either resign or not stand for reelection did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1		Securities Purchase Agreement, dated as of July 26, 2026, by and between Entera Bio Ltd. and the purchasers party thereto.
10.2		Form of Pre-Funded Warrant.
10.3		Registration Rights Agreement, dated as of July 28, 2026, by and among Entera Bio Ltd. and the purchasers party thereto.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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 thereunto duly authorized.

	ENTERA BIO LTD.
Date: July 28, 2026	By:	/s/ Miranda Toledano
		Name: Miranda Toledano Title: Chief Executive Officer

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 211.8 KB
• EX-10.2 EXHIBIT 10.2 81.9 KB
• EX-10.3 EXHIBIT 10.3 131.8 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB