Entera Bio sells 7.8M units in private placement

Entera Bio Ltd. entered a Securities Purchase Agreement with funds affiliated with BVF Partners for a private placement of 7,827,789 units at $1.2775 per Unit, for aggregate proceeds of approximately $10.0.

Rhea-AI Filing Summary

Entera Bio Ltd. entered a Securities Purchase Agreement with funds affiliated with BVF Partners for a private placement of 7,827,789 units at $1.2775 per Unit, for aggregate proceeds of approximately $10.0. Each Unit includes one ordinary share (or a Pre-Funded Warrant) and one warrant to purchase one and a half ordinary shares.

The Pre-Funded Warrants are immediately exercisable at NIS 0.0000769 per share with no expiration, subject to a 4.99% beneficial ownership cap that may be increased up to 19.99%. The Ordinary Share Warrants have a $1.24 exercise price, become exercisable six months after closing, and expire five years after issuance.

If all Ordinary Share Warrants are exercised for cash, Entera Bio expects to receive additional proceeds of approximately $14.5 million. The company plans to use net proceeds from the private placement to support initiation of its phase 3 registrational study of EB613 in postmenopausal women with osteoporosis and for general working capital and corporate purposes.

Insights

Biotech capital markets analyst

Entera Bio secures new equity funding tied to phase 3 development.

Entera Bio raised cash through a private placement of 7,827,789 units with BVF-affiliated funds, combining ordinary shares or Pre-Funded Warrants with Ordinary Share Warrants. The upfront proceeds are approximately $10.0, with additional potential warrant proceeds of about $14.5 million if exercised for cash.

The financing is explicitly linked to starting a phase 3 registrational study of EB613 in postmenopausal osteoporosis and to general working capital. Warrants include 4.99% beneficial ownership limits, adjustable up to 19.99%, which helps manage concentration while still allowing BVF to scale its position within defined caps.

The Registration Rights Agreement commits Entera Bio to file a resale registration statement within 30 days of the April 2, 2026 closing and to seek prompt effectiveness. This structure is typical for crossover or specialist investors and indicates BVF’s role as a key financial backer rather than a passive holder.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 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 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Units issued: 7,827,789 units Price per unit: $1.2775 per Unit Gross proceeds: approximately $10.0 +5 more

8 metrics

Units issued 7,827,789 units Private placement with BVF-affiliated funds

Price per unit $1.2775 per Unit Consideration under Securities Purchase Agreement

Gross proceeds approximately $10.0 Aggregate proceeds from private placement

Ordinary Share Warrant exercise price $1.24 per share Exercise price for Ordinary Share Warrants

Potential additional proceeds approximately $14.5 million If all Ordinary Share Warrants exercised for cash

Pre-Funded Warrant exercise price NIS 0.0000769 per share Exercise price per ordinary share

Initial ownership cap 4.99% Beneficial ownership limit on warrant exercises

Maximum ownership cap 19.99% Optional increased cap at holder’s election

Key Terms

Securities Purchase Agreement, Pre-Funded Warrants, Ordinary Share Warrant, Registration Rights Agreement, +2 more

6 terms

Securities Purchase Agreement financial

"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

"one pre-funded warrant to purchase one Ordinary Share (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.

Ordinary Share Warrant financial

"one warrant to purchase one and a half Ordinary Shares (the “Ordinary Share Warrant”)"

Registration Rights Agreement financial

"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 the 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.

Section 4(a)(2) of the Securities Act regulatory

"offered in reliance on an exemption from registration provided by Section 4(a)(2) of the Securities Act"

A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What financing transaction did ENTX Entera Bio announce in this 8-K?

Entera Bio entered a Securities Purchase Agreement for a private placement of 7,827,789 units with BVF-affiliated funds, raising approximately $10.0. Each unit includes one ordinary share or a pre-funded warrant and a warrant to purchase 1.5 ordinary shares, adding future funding potential.

What securities are included in Entera Bio ENTX private placement units?

Each unit consists of one ordinary share, or a Pre-Funded Warrant for one ordinary share, plus one Ordinary Share Warrant to buy 1.5 ordinary shares at $1.24 per share. This structure combines immediate equity with additional optional future equity funding.

How will Entera Bio ENTX use proceeds from this private placement?

Entera Bio plans to use net proceeds to support initiation of a phase 3 registrational study of EB613 in postmenopausal women with osteoporosis and for general working capital and corporate purposes. This ties the financing directly to advancing its lead osteoporosis program.

What additional cash could ENTX receive from warrant exercises?

If all Ordinary Share Warrants from the private placement are exercised for cash, Entera Bio expects additional proceeds of about $14.5 million. These warrants become exercisable six months after closing and expire five years after issuance, providing medium-term funding optionality.

What ownership limits apply to ENTX pre-funded and ordinary share warrants?

Both the Pre-Funded Warrants and Ordinary Share Warrants include a 4.99% beneficial ownership cap, which holders may increase up to 19.99%. These limits restrict how many ordinary shares the holder and its affiliates can beneficially own immediately after exercise.

What registration rights did Entera Bio grant to the ENTX investor?

Entera Bio agreed to file a registration statement within 30 days after the April 2, 2026 closing to register resale of the ordinary shares in the units and shares issuable from the warrants. The company will use reasonable best efforts to have this registration declared effective promptly.

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

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false000163809700-00000009722-532-7151Warrants, each Warrant exercisable for half of an Ordinary Share at an exercise price of $5.85 per Ordinary ShareENTXWNASDAQNASDAQ00016380972026-04-012026-04-010001638097entx:OrdinarySharesParValueOfNIS00000769Member2026-04-012026-04-010001638097entx:WarrantsEachWarrantExercisableForHalfOfAnOrdinaryShareAtAnExercisePriceOf585PerOrdinaryShareMember2026-04-012026-04-01

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): April 1, 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 April 1, 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 funds affiliated with BVF Partners LP (collectively, the “Purchaser”), providing for the private placement (the “Private Placement”) to the Purchaser of an aggregate of 7,827,789 units (collectively, the “Units”), each Unit consisting of (i) one ordinary share, par value NIS 0.0000769 per share, of the Company (an “Ordinary Share”) (or, in lieu thereof, one pre-funded warrant to purchase one Ordinary Share (the “Pre-Funded Warrants”)) and (ii) one warrant to purchase one and a half Ordinary Shares (the “Ordinary Share Warrant”), for aggregate proceeds of approximately $10.0 (or $1.2775 per Unit). The closing of the Private Placement occurred on April 2, 2026 (the “Closing Date”).

The Purchaser 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 4.99% 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.

Each Ordinary Share Warrant has an exercise price of $1.24 per share, becomes exercisable six months following the Closing Date, expires five years from the date of issuance, and is subject to customary adjustments. The Ordinary Share Warrants purchased by the Purchaser contain a provision pursuant to which such Ordinary Share Warrants may not be exercised if the aggregate number of Ordinary Shares beneficially owned by the holder thereof, together with its affiliates, would exceed 4.99% immediately after exercise thereof, subject to increases not in excess of 19.99% at the option of the holder. Subject to the availability of an effective registration statement with respect to the resale of the Ordinary Shares issuable upon exercise of the Ordinary Share Warrants, such warrants may be exercised only for cash.  If all Ordinary Share Warrants were exercised for cash, then the Company would expect to receive additional proceeds of approximately $14.5 million.

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.

The securities issued to the Purchaser 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 Purchaser, including that the 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 Purchaser 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 included in the Units and Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Ordinary Share 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 the Ordinary Share Warrants and the 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, the Ordinary Share 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, 10.3, and 10.4, 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 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1		Securities Purchase Agreement, dated as of April 1, 2026, by and between Entera Bio Ltd. and the purchaser party thereto.
10.2		Form of Pre-Funded Warrant.
10.3		Form of Ordinary Share Warrant.
10.4		Registration Rights Agreement, dated as of April 2, 2026, by and among Entera Bio Ltd. and the purchaser 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: April 3, 2026	By:	/s/ Miranda Toledano
		Name: Miranda Toledano Title: Chief Executive Officer

Filing Exhibits & Attachments

8 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 219.7 KB
• EX-10.2 EXHIBIT 10.2 95.4 KB
• EX-10.3 EXHIBIT 10.3 98.9 KB
• EX-10.4 EXHIBIT 10.4 161.4 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.6 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 17.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 26.7 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 19.6 KB