Entera Bio (NASDAQ: ENTX) expands share authorization and equity plan pool

Rhea-AI Filing Summary

Entera Bio Ltd. held its 2026 Annual Meeting of Shareholders on July 14, 2026. Shareholders approved an amendment to the 2018 Equity Incentive Plan adding a one-time 2,500,000 Ordinary Shares to the pool available for equity awards. They also approved an Articles Amendment increasing authorized Ordinary Shares from 140,010,000 to 350,000,000.

Shareholders re-elected Sean Ellis, Steven D. Rubin and Geno H. Germano as Class III directors for terms running until the 2029 Annual Meeting. They approved revised non-executive director compensation, several one-time and share-based compensation grants, an advisory say-on-pay proposal, and the appointment of Kesselman & Kesselman as independent auditors for the fiscal year ending December 31, 2026.

Filing Explained

The vote expanded potential share supply through plan capacity and authorized shares, without reporting that the additional shares were issued.

This Form 8-K records the July 14 shareholder vote and the resulting corporate actions: the 2018 Equity Incentive Plan was amended to add 2,500,000 issuable ordinary shares, and the authorized-share limit was increased from 140,010,000 to 350,000,000.

The plan change expands the pool that may support future equity awards, while the Articles Amendment expands the number of ordinary shares the company is authorized to issue; the filing does not state that these additional shares were issued.

The Articles Amendment became effective upon shareholder approval, but the plan amendment is disclosed here as an approved increase in issuable shares rather than as a reported grant or issuance.

The material follow-up is any later filing reporting awards, issuances, or other use of the expanded plan and authorized-share capacity.

8-K Event Classification

4 items: 5.02, 5.03, 5.07, 9.01

4 items

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Equity plan increase: 2,500,000 Ordinary Shares Authorized shares before amendment: 140,010,000 Ordinary Shares Authorized shares after amendment: 350,000,000 Ordinary Shares +3 more

6 metrics

Equity plan increase 2,500,000 Ordinary Shares One-time addition to the 2018 Equity Incentive Plan share pool

Authorized shares before amendment 140,010,000 Ordinary Shares Authorized Ordinary Shares prior to the Articles Amendment

Authorized shares after amendment 350,000,000 Ordinary Shares New authorized Ordinary Shares after shareholder approval of Articles Amendment

Proposal 8 votes for 24,517,240 votes Votes in favor of increasing authorized share capital

Proposal 10 votes for 25,469,339 votes Votes in favor of appointing Kesselman & Kesselman as auditors

Annual Meeting date July 14, 2026 Date of the 2026 Annual Meeting of Shareholders

Key Terms

2018 Equity Incentive Plan, authorized share capital, broker non-votes, advisory, non-binding basis

4 terms

2018 Equity Incentive Plan financial

"approved an amendment to the Company’s 2018 Equity Incentive Plan to increase"

authorized share capital financial

"Approval of the Articles Amendment to effect an increase in the Company’s authorized share capital"

The maximum number of shares a company is legally allowed to issue according to its governing documents. Think of it as the size of the blank checkbook a company keeps for selling ownership stakes: it sets an upper limit but does not mean all shares are in circulation. Investors care because a larger authorized amount makes it easier for the company to raise money or grant stock-based pay, which can dilute existing holdings and affect control and value per share.

broker non-votes regulatory

"Votes For, Against, Abstentions, Broker Non-Votes 11,614,671 ... 13,491,120"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory, non-binding basis regulatory

"Approval, on an advisory, non-binding basis, of the compensation of the Company’s named executive officers"

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Understanding 8-K Material Events →

Available on EDGAR 07/16/2026 - 04:07 PM Accepted by SEC EDGAR 07/16/2026 - 04:07 PM Learn about SEC filing dates

FAQ

What did Entera Bio (ENTX) shareholders approve regarding the 2018 Equity Incentive Plan?

Shareholders approved an amendment to Entera Bio’s 2018 Equity Incentive Plan, adding a one-time 2,500,000 Ordinary Shares to the shares issuable under the plan. This increases the pool of stock available for future equity-based awards described in the company’s proxy statement.

How did Entera Bio (ENTX) change its authorized share capital?

Shareholders approved an Articles Amendment increasing authorized Ordinary Shares from 140,010,000 to 350,000,000. The amendment to the Amended and Restated Articles of Association became effective upon shareholder approval at the 2026 Annual Meeting of Shareholders.

Which directors were elected at Entera Bio's 2026 Annual Meeting (ENTX)?

Shareholders elected Sean Ellis, Steven D. Rubin and Geno H. Germano to the Board as Class III directors. Each will serve a three-year term, holding office until Entera Bio’s 2029 Annual Meeting of Shareholders, subject to the company’s governing documents.

How did Entera Bio (ENTX) shareholders vote on executive and director compensation?

Shareholders approved amended compensation for non-executive directors and several one-time or share-based awards for directors and the CEO. They also approved, on an advisory, non-binding basis, the compensation of named executive officers, with 11,681,716 votes for and 192,384 against.

Who is Entera Bio's (ENTX) independent auditor for 2026 and how strong was support?

Shareholders approved Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, as independent auditors for the fiscal year ending December 31, 2026, with 25,469,339 votes for, 34,029 against and 5,350 abstentions.

When was Entera Bio's 2026 Annual Meeting (ENTX) held and what was covered?

The 2026 Annual Meeting of Entera Bio shareholders was held on July 14, 2026. Investors voted on director elections, multiple director and executive compensation proposals, an equity plan share increase, a large authorized share increase, say-on-pay and the appointment of independent auditors.

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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 14, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the Annual Meeting (as defined in Item 5.07 to this Current Report on Form 8-K) of Entera Bio Ltd., a company formed under the laws of the State of Israel (the “Company”), the Company’s shareholders approved an amendment (the “Amendment”) to the Company’s 2018 Equity Incentive Plan (the “2018 Equity Incentive Plan”) to increase the number of ordinary shares, par value of NIS 0.0000769, of the Company (“Ordinary Shares”) issuable thereunder by a one-time amount of 2,500,000 Ordinary Shares. The material terms of the 2018 Equity Incentive Plan have been previously reported by the Company and may be found under Proposal 7, contained in the Company’s Definitive Proxy statement on Schedule 14A (the “Proxy Statement”) previously filed with the Securities and Exchange Commission (the “Commission”) on June 3, 2026.

The foregoing description of the Amendment is only a summary and is qualified in its entirety by the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference in this Item 5.02.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Annual Meeting, the Company’s shareholders approved an amendment (the “Articles Amendment”) to the Company’s Amended and Restated Articles of Association (as amended, the “Articles”) to increase the number of authorized Ordinary Shares from 140,010,000 to 350,000,000. The Articles Amendment became effective upon approval by the Company’s shareholders at the Annual Meeting. The foregoing description of the Amendment is only a summary and is qualified in its entirety by the full text of the Articles, which are filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference in this Item 5.03.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its 2026 Annual Meeting of Shareholders on July 14, 2026 (the “Annual Meeting”). The final voting results for the proposals submitted to a vote of the Company’s shareholders at the Annual Meeting are as follows:

Proposal 1a: Election of Sean Ellis to the Board of Directors of the Company as a Class III director for a three-year term to hold office until the Company’s 2029 Annual Meeting of Shareholders:

Votes		Votes				Broker
For		Against		Abstentions		Non-Votes
11,614,671		402,255		672		13,491,120

Proposal 1b: Election of Steven D. Rubin to the Board of Directors of the Company as a Class III director for a three-year term to hold office until the Company’s 2029 Annual Meeting of Shareholders:

Votes		Votes				Broker
For		Against		Abstentions		Non-Votes
11,126,188		890,738		672		13,491,120

Proposal 1c: Election of Geno H. Germano to the Board of Directors of the Company as a Class III director for a three-year term to hold office until the Company’s 2029 Annual Meeting of Shareholders:

Votes		Votes				Broker
For		Against		Abstentions		Non-Votes
11,888,019		128,907		672		13,491,120

Proposal 2: Approval of the amended compensation terms for the Company’s non-executive directors, as described in the Proxy Statement:

Votes		Votes				Broker
For		Against		Abstentions		Non-Votes
11,561,138		323,906		132,554		13,491,120

Proposal 3: Approval of share-based compensation, as described in the Proxy Statement, relating to Mr. Steven D. Rubin, a Director of the Company:

Votes		Votes				Broker
For		Against		Abstentions		Non-Votes
11,386,526		495,177		135,895		13,491,120

Proposal 4: Approval of share-based compensation, as described in the Proxy Statement, relating to Mr. Geno J. Germano, the Chairman of the Company’s Board of Directors:

Votes		Votes				Broker
For		Against		Abstentions		Non-Votes
11,439,576		440,127		137,895		13,491,120

Proposal 5: Approval of a one-time grant of compensation, as described in the Proxy Statement, to Mr. Sean Ellis, a Director of the Company:

Votes		Votes				Broker
For		Against		Abstentions		Non-Votes
11,439,213		440,866		137,519		13,491,120

Proposal 6: Approval of a one-time grant of compensation, as described in the Proxy Statement, to Ms. Miranda Toledano, the Company’s Chief Executive Officer and a Director:

Votes		Votes				Broker
For		Against		Abstentions		Non-Votes
11,413,064		466,124		138,410		13,491,120

Proposal 7: Approval of an amendment to the 2018 Equity Incentive Plan to increase the number of Ordinary Shares issuable thereunder by a one-time amount of 2,500,000:

Votes		Votes				Broker
For		Against		Abstentions		Non-Votes
10,824,437		1,052,206		140,955		13,491,120

Proposal 8: Approval of the Articles Amendment to effect an increase in the Company’s authorized share capital:

Votes		Votes				Broker
For		Against		Abstentions		Non-Votes
24,517,240		837,101		154,377		0

Proposal 9: Approval, on an advisory, non-binding basis, of the compensation of the Company’s named executive officers, as described in the Proxy Statement:

Votes		Votes				Broker
For		Against		Abstentions		Non-Votes
11,681,716		192,384		143,498		13,491,120

Proposal 10: Approval of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, an independent registered public accounting firm, as the Company’s independent auditors for the fiscal year ending December 31, 2026, and authorization of the Company’s Board of Directors, or the Audit Committee, if authorized by the Board of Directors, to determine the compensation of the auditors in accordance with the volume and nature of their services, as described in the Proxy Statement:

Votes		Votes				Broker
For		Against		Abstentions		Non-Votes
25,469,339		34,029		5,350		0

No other matters were considered or voted upon at the Annual Meeting.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No		Description
3.1		Amended and Restated Articles of Association
10.1*		Amendment to 2018 Entera Bio Ltd. Equity Incentive Plan
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Management contract or compensatory plan or arrangement.

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 hereunto duly authorized.

	ENTERA BIO LTD.
Date: July 16, 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 8.0 KB

Other Documents

• EX-3.1 3.1 306.8 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.6 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 18.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 27.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 20.1 KB