STOCK TITAN

Entera Bio (ENTX) completes $275M Rule 506(b) private offering of shares and warrants

(Neutral)
(Neutral)
Form Type
D

Rhea-AI Filing Summary

Entera Bio Ltd., an Israel-incorporated biotechnology company, reported a completed exempt securities offering under Regulation D Rule 506(b). The company sold $274,999,976 of securities, consisting of an aggregate of 122,961,215 Ordinary Shares and 11,842,695 pre-funded warrants, with no remaining amount to be sold. The first sale occurred on July 28, 2026. The offering involved equity, options/warrants, and the underlying ordinary shares, with multiple investment banks identified for sales compensation and no finders’ fees reported.

Positive

  • $274,999,976 of securities successfully sold in an exempt private offering, materially strengthening Entera Bio Ltd.’s capital base.
  • Offering fully subscribed with $0 remaining to be sold, indicating completion of the planned capital raise.

Negative

  • None.

Filing Explained

The completed financing includes warrants whose exercise could further reduce existing holders’ percentage ownership.

The offering is reported as completed; the filing includes ordinary shares and pre-funded warrants, and exercise of the warrants would add shares and reduce existing holders’ percentage ownership absent offsetting changes.

A pre-funded warrant is sold at nearly the full share price with a nominal exercise price and converts to shares when exercised.

The notice does not state how the reported $274,999,976 offering amount will be used, so this filing does not establish its allocation of funds.

The warrant line item has no disclosed exercise event or timing, so the filing does not date when that additional-share conversion would occur.

Total Amount Sold $274,999,976 USD Aggregate securities sold in the exempt offering
Ordinary Shares in Offering 122,961,215 shares Ordinary Shares included in the aggregate offering amount
Pre-Funded Warrants 11,842,695 warrants Pre-Funded Warrants included in the aggregate offering amount
Total Remaining to be Sold $0 USD Indicated remaining amount in the offering
Date of First Sale 2026-07-28 Initial sale date for securities in the offering
Finders’ Fees $0 USD Reported finders’ fees associated with the offering
Regulation D regulatory
"Certifying that, if the issuer is claiming a Regulation D exemption"
Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.
Rule 506(b) regulatory
"X | Rule 506(b) | Rule 506(c) | Securities Act Section 4(a)(5)"
Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.
Pre-Funded Warrants financial
"Other (describe) | Pre-Funded Warrants, and underlying Ordinary Shares"
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.
covered securities regulatory
"if the securities that are the subject of this Form D are "covered securities""
Investment Company Act of 1940 regulatory
"Is the issuer registered as an investment company under the Investment Company Act of 1940?"
A U.S. federal law that sets the rulebook for pooled investment vehicles such as mutual funds, exchange-traded funds and similar money managers, requiring them to register with regulators, disclose holdings and fees, limit conflicts of interest, and follow governance standards. It matters to investors because these protections and transparency rules act like a referee and scoreboard, helping people compare funds, trust that managers follow fair practices, and spot hidden costs or risks.
Offering Type private placement

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

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FAQ

What amount did Entera Bio Ltd. (ENTX) raise in its exempt offering?

Entera Bio Ltd. raised $274,999,976 in an exempt offering. The amount reflects 122,961,215 Ordinary Shares and 11,842,695 pre-funded warrants sold, with no remaining amount indicated as available to be sold.

What securities did Entera Bio Ltd. (ENTX) offer in this Form D filing?

Entera Bio Ltd. offered equity, pre-funded warrants, and the ordinary shares underlying those warrants. The filing specifies an aggregate of 122,961,215 Ordinary Shares and 11,842,695 pre-funded warrants included in the total offering amount.

Under which exemption did Entera Bio Ltd. (ENTX) conduct this offering?

Entera Bio Ltd. conducted the offering under Rule 506(b) of Regulation D. This rule allows certain private offerings to accredited investors without SEC registration, subject to specific disclosure and solicitation limitations outlined in U.S. securities laws.

When did the first sale occur in Entera Bio Ltd.’s (ENTX) Form D offering?

The first sale in Entera Bio Ltd.’s exempt offering occurred on July 28, 2026. This date marks when investors first purchased securities in the private placement conducted under Rule 506(b) as disclosed in the Form D notice.

Did Entera Bio Ltd. (ENTX) report any finder’s fees in this offering?

Entera Bio Ltd. reported $0 in finder’s fees for this offering. While several investment banks are listed in the sales compensation section, the specific line for finders’ fees shows no cash compensation paid to third-party finders.

What industry and size characteristics does Entera Bio Ltd. (ENTX) report in this Form D?

Entera Bio Ltd. identifies as a biotechnology company in the health care industry. For issuer size, it chose the option to decline to disclose its revenue or aggregate net asset value range, rather than specifying a numerical band.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

FORM D

Notice of Exempt Offering of Securities
OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001638097
X Corporation
Limited Partnership
Limited Liability Company
General Partnership
Business Trust
Other (Specify)

Name of Issuer
Entera Bio Ltd.
Jurisdiction of Incorporation/Organization
ISRAEL
Year of Incorporation/Organization
X Over Five Years Ago
Within Last Five Years (Specify Year)
Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Entera Bio Ltd.
Street Address 1 Street Address 2
Kiryat Hadassah - Minray Building Fifth Floor
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
Jerusalem ISRAEL 9112002 972-2-532-7151

3. Related Persons

Last Name First Name Middle Name
Toledano Miranda
Street Address 1 Street Address 2
Entera Bio Ltd. Kiryat Hadassah-Minray Bldg, Fifth Flr
City State/Province/Country ZIP/PostalCode
Jerusalem ISRAEL 9112002
Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Chief Executive Officer
Last Name First Name Middle Name
Taitel Haya
Street Address 1 Street Address 2
Entera Bio Ltd. Kiryat Hadassah-Minray Bldg, Fifth Flr
City State/Province/Country ZIP/PostalCode
Jerusalem ISRAEL 9112002
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
Malca Yonatan
Street Address 1 Street Address 2
Entera Bio Ltd. Kiryat Hadassah-Minray Bldg, Fifth Flr
City State/Province/Country ZIP/PostalCode
Jerusalem ISRAEL 9112002
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
Yaacov-Garbeli Dana
Street Address 1 Street Address 2
Entera Bio Ltd. Kiryat Hadassah-Minray Bldg, Fifth Flr
City State/Province/Country ZIP/PostalCode
Jerusalem ISRAEL 9112002
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Financial Officer
Last Name First Name Middle Name
Germano Geno J.
Street Address 1 Street Address 2
Entera Bio Ltd. Kiryat Hadassah-Minray Bldg, Fifth Flr
City State/Province/Country ZIP/PostalCode
Jerusalem ISRAEL 9112002
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Chairman of the Board
Last Name First Name Middle Name
Ellis Sean
Street Address 1 Street Address 2
Entera Bio Ltd. Kiryat Hadassah-Minray Bldg, Fifth Flr
City State/Province/Country ZIP/PostalCode
Jerusalem ISRAEL 9112002
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
Rubin Steven D.
Street Address 1 Street Address 2
Entera Bio Ltd. Kiryat Hadassah-Minray Bldg, Fifth Flr
City State/Province/Country ZIP/PostalCode
Jerusalem ISRAEL 9112002
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):


4. Industry Group

Agriculture
Banking & Financial Services
Commercial Banking
Insurance
Investing
Investment Banking
Pooled Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
Yes No
Other Banking & Financial Services
Business Services
Energy
Coal Mining
Electric Utilities
Energy Conservation
Environmental Services
Oil & Gas
Other Energy
Health Care
X Biotechnology
Health Insurance
Hospitals & Physicians
Pharmaceuticals
Other Health Care
Manufacturing
Real Estate
Commercial
Construction
REITS & Finance
Residential
Other Real Estate
Retailing
Restaurants
Technology
Computers
Telecommunications
Other Technology
Travel
Airlines & Airports
Lodging & Conventions
Tourism & Travel Services
Other Travel
Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
No Revenues No Aggregate Net Asset Value
$1 - $1,000,000 $1 - $5,000,000
$1,000,001 - $5,000,000 $5,000,001 - $25,000,000
$5,000,001 - $25,000,000 $25,000,001 - $50,000,000
$25,000,001 - $100,000,000 $50,000,001 - $100,000,000
Over $100,000,000 Over $100,000,000
X Decline to Disclose Decline to Disclose
Not Applicable Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

Rule 504(b)(1) (not (i), (ii) or (iii))
Rule 504 (b)(1)(i)
Rule 504 (b)(1)(ii)
Rule 504 (b)(1)(iii)
X Rule 506(b)
Rule 506(c)
Securities Act Section 4(a)(5)
Investment Company Act Section 3(c)
Section 3(c)(1) Section 3(c)(9)
Section 3(c)(2) Section 3(c)(10)
Section 3(c)(3) Section 3(c)(11)
Section 3(c)(4) Section 3(c)(12)
Section 3(c)(5) Section 3(c)(13)
Section 3(c)(6) Section 3(c)(14)
Section 3(c)(7)

7. Type of Filing

X New Notice Date of First Sale 2026-07-28 First Sale Yet to Occur
Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
Yes X No

9. Type(s) of Securities Offered (select all that apply)

X Equity Pooled Investment Fund Interests
Debt Tenant-in-Common Securities
X Option, Warrant or Other Right to Acquire Another Security Mineral Property Securities
X Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security X Other (describe)
Pre-Funded Warrants, and underlying Ordinary Shares

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient
Recipient CRD Number X None
Leerink Partners LLC None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
53 State Street 40th Floor
City State/Province/Country ZIP/Postal Code
Boston MASSACHUSETTS 02109
State(s) of Solicitation (select all that apply)
Check "All States" or check individual States
All States
Foreign/non-US
ALABAMA
ALASKA
ARIZONA
ARKANSAS
CALIFORNIA
COLORADO
CONNECTICUT
DELAWARE
DISTRICT OF COLUMBIA
WYOMING
WISCONSIN
WEST VIRGINIA
WASHINGTON
VIRGINIA
VERMONT
UTAH
TEXAS
TENNESSEE
SOUTH DAKOTA
SOUTH CAROLINA
RHODE ISLAND
PENNSYLVANIA
OREGON
OKLAHOMA
OHIO
NORTH DAKOTA
NORTH CAROLINA
NEW YORK
NEW MEXICO
NEW JERSEY
NEW HAMPSHIRE
NEVADA
NEBRASKA
MONTANA
MISSOURI
MISSISSIPPI
MINNESOTA
MICHIGAN
MASSACHUSETTS
MARYLAND
MAINE
LOUISIANA
KENTUCKY
KANSAS
IOWA
INDIANA
ILLINOIS
IDAHO
HAWAII
GEORGIA
FLORIDA

Recipient
Recipient CRD Number None
Evercore Group L.L.C. 000042405
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
55 East 52nd Street
City State/Province/Country ZIP/Postal Code
New York NEW YORK 10055
State(s) of Solicitation (select all that apply)
Check "All States" or check individual States
All States
Foreign/non-US
ALABAMA
ALASKA
ARIZONA
ARKANSAS
CALIFORNIA
COLORADO
CONNECTICUT
DISTRICT OF COLUMBIA
FLORIDA
GEORGIA
ILLINOIS
INDIANA
KANSAS
KENTUCKY
LOUISIANA
MARYLAND
MASSACHUSETTS
MICHIGAN
MISSOURI
MONTANA
NEW HAMPSHIRE
NEW JERSEY
NORTH CAROLINA
NEW YORK
OHIO
OKLAHOMA
OREGON
PENNSYLVANIA
RHODE ISLAND
PUERTO RICO
SOUTH CAROLINA
TEXAS
VIRGINIA
WASHINGTON
WEST VIRGINIA
WISCONSIN

Recipient
Recipient CRD Number None
Guggenheim Securities, LLC 000040638
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
330 Madison Avenue
City State/Province/Country ZIP/Postal Code
New York NEW YORK 10017
State(s) of Solicitation (select all that apply)
Check "All States" or check individual States
X All States
Foreign/non-US

Recipient
Recipient CRD Number None
Cantor Fitzgerald & Co. 000000134
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
110 East 59th Street 4th Floor
City State/Province/Country ZIP/Postal Code
New York NEW YORK 10022
State(s) of Solicitation (select all that apply)
Check "All States" or check individual States
X All States
Foreign/non-US

Recipient
Recipient CRD Number None
LifeSci Capital, LLC 000168404
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
1700 Broadway 40th Floor
City State/Province/Country ZIP/Postal Code
New York NEW YORK 10019
State(s) of Solicitation (select all that apply)
Check "All States" or check individual States
X All States
Foreign/non-US

Recipient
Recipient CRD Number None
Canaccord Genuity LLC 000001020
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
One Pennsylvania Plaza Suite 2900
City State/Province/Country ZIP/Postal Code
New York NEW YORK 10119
State(s) of Solicitation (select all that apply)
Check "All States" or check individual States
X All States
Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount $274,999,976 USD
or Indefinite
Total Amount Sold $274,999,976 USD
Total Remaining to be Sold $0 USD
or Indefinite

Clarification of Response (if Necessary):

Offering amount (rounded) reflects an aggregate of 122,961,215 Ordinary Shares and 11,842,695 Pre-Funded Warrants

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
53

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions $13,748,625 USD
Estimate
Finders' Fees $0 USD
Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0 USD
Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
Entera Bio Ltd. /s/ Dana Yaacov-Garbeli Dana Yaacov-Garbeli Chief Financial Officer 2026-08-12

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.