Entera Bio Ltd. received a beneficial ownership report from TCG Crossover Fund III, L.P., TCG Crossover GP III, LLC and Chen Yu. The reporting persons disclose beneficial ownership of 12,254,901 ordinary shares of Entera Bio, representing 7.1% of the outstanding ordinary shares, with shared voting and dispositive power over all such shares and no sole voting or dispositive power. The ownership percentage is calculated based on 172,251,449 ordinary shares outstanding, comprising 49,290,234 ordinary shares outstanding as of May 19, 2026 and 122,961,215 ordinary shares issued in a private placement that closed on July 28, 2026. The securities are held of record by TCG Crossover Fund III, L.P., for which TCG Crossover GP III serves as general partner; Chen Yu is the sole managing member of TCG Crossover GP III. Each reporting person disclaims beneficial ownership except to the extent of its or his pecuniary interest.
"Each of the Reporting Persons disclaims beneficial ownership as to such securities"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
shared voting powerfinancial
"Shared Voting Power 12,254,901.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
shared dispositive powerfinancial
"Shared Dispositive Power 12,254,901.00"
pecuniary interestfinancial
"except to the extent of such Reporting Person's pecuniary interest therein"
private placementfinancial
"ordinary shares issued in a private placement transaction that closed on July 28, 2026"
A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.
What stake in Entera Bio Ltd. (ENTX) is reported in this Schedule 13G?
The filing reports beneficial ownership of 12,254,901 ordinary shares of Entera Bio Ltd., representing 7.1% of the company’s outstanding ordinary shares, calculated on a base of 172,251,449 shares after a private placement.
Who are the reporting persons in the Entera Bio (ENTX) Schedule 13G?
The reporting persons are TCG Crossover Fund III, L.P., TCG Crossover GP III, LLC and Chen Yu. The securities are held of record by TCG Crossover Fund III, with TCG Crossover GP III as general partner and Chen Yu as its sole managing member.
How is the 7.1% ownership in Entera Bio (ENTX) calculated in the filing?
The 7.1% figure is based on 172,251,449 ordinary shares outstanding, consisting of 49,290,234 shares outstanding as of May 19, 2026 plus 122,961,215 shares issued in a private placement that closed on July 28, 2026.
What voting and dispositive powers are reported over Entera Bio (ENTX) shares?
Each reporting person has 0 sole voting and dispositive power and 12,254,901 shared voting and shared dispositive power. They collectively may be deemed to share voting, investment and dispositive power over the reported ordinary shares.
Does Chen Yu directly own Entera Bio (ENTX) shares in this Schedule 13G?
The securities are held of record by TCG Crossover Fund III, L.P.. As sole managing member of TCG Crossover GP III, Chen Yu may be deemed to share voting and dispositive power but disclaims beneficial ownership except to the extent of his pecuniary interest.
What transaction in Entera Bio (ENTX) affects the share count in this filing?
The ownership percentage is calculated including 122,961,215 ordinary shares issued in a private placement that closed on July 28, 2026, as disclosed in Entera Bio’s Form 8-K.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Entera Bio Ltd.
(Name of Issuer)
Ordinary Shares, par value of NIS $0.0000769
(Title of Class of Securities)
M40527109
(CUSIP Number)
07/28/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
M40527109
1
Names of Reporting Persons
TCG Crossover GP III, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
12,254,901.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
12,254,901.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
12,254,901.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.1 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: These securities are held of record by TCG Crossover III (as defined in Item 2(a) below). TCG Crossover GP III (as defined in Item 2(a) below) is the general partner of TCG Crossover III and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP III and may be deemed to share voting, investment and dispositive power with respect to these securities.
Based on 172,251,449 ordinary shares, as follows: (a) 49,290,234 ordinary shares outstanding as of May 19, 2026, as reported by the Issuer (as defined in Item 1(a) below) in its definitive proxy statement, filed with the United States Securities and Exchange Commission (the Commission) on June 3, 2026 (the Proxy Statement), plus (b) 122,961,215 ordinary shares issued in a private placement transaction that closed on July 28, 2026, as reported in the Issuer's Current Report on Form 8-K, filed with the Commission on July 28, 2026 (the Private Placement).
SCHEDULE 13G
CUSIP Number(s):
M40527109
1
Names of Reporting Persons
TCG Crossover Fund III, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
12,254,901.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
12,254,901.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
12,254,901.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.1 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: These securities are held of record by TCG Crossover III. TCG Crossover GP III is the general partner of TCG Crossover III and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP III and may be deemed to share voting, investment and dispositive power with respect to these securities.
Based on 172,251,449 ordinary shares, as follows: (a) 49,290,234 ordinary shares outstanding as of May 19, 2026, as reported by the Issuer in the Proxy Statement, plus (b) 122,961,215 ordinary shares issued in the Private Placement.
SCHEDULE 13G
CUSIP Number(s):
M40527109
1
Names of Reporting Persons
Chen Yu
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
12,254,901.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
12,254,901.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
12,254,901.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.1 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: These securities are held of record by TCG Crossover III. TCG Crossover GP III is the general partner of TCG Crossover III and may be deemed to have voting, investment, and dispositive power with respect to these securities. Chen Yu is the sole managing member of TCG Crossover GP III and may be deemed to share voting, investment and dispositive power with respect to these securities.
Based on 172,251,449 ordinary shares, as follows: (a) 49,290,234 ordinary shares outstanding as of May 19, 2026, as reported by the Issuer in the Proxy Statement, plus (b) 122,961,215 ordinary shares issued in the Private Placement.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Entera Bio Ltd.
(b)
Address of issuer's principal executive offices:
Kiryat Hadassah, Minrav Building - Fifth Floor, Jerusalem, Israel 9112002
Item 2.
(a)
Name of person filing:
This joint statement on Schedule 13G is being filed by TCG Crossover Fund III, L.P. (TCG Crossover III), TCG Crossover GP III, LLC (TCG Crossover GP III, and together with TCG Crossover III, the Reporting Entities) and Chen Yu (the Reporting Individual). The Reporting Entities and the Reporting Individual are collectively referred to as the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G. The agreement among the Reporting Persons to file jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act is attached to this Statement as Exhibit 1. Other than those securities reported herein as being held directly by such Reporting Person, each Reporting Person disclaims beneficial ownership of all securities reported in this Statement except to the extent of such Reporting Person's pecuniary interest therein.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each Reporting Person is 245 Lytton Ave., Suite 350, Palo Alto, CA 94301.
(c)
Citizenship:
TCG Crossover GP III is a limited liability company organized under the laws of the State of Delaware. TCG Crossover III is a limited partnership organized under the laws of the State of Delaware. The Reporting Individual is a citizen of the United States of America.
(d)
Title of class of securities:
Ordinary Shares, par value of NIS $0.0000769
(e)
CUSIP Number(s):
M40527109
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
See Row 9 of the cover page for each Reporting Person and the corresponding comments. Each of the Reporting Persons disclaims beneficial ownership as to such securities, except to the extent of his or its pecuniary interest therein.
(b)
Percent of class:
See Row 11 of the cover page for each Reporting Person and the corresponding comments. Each of the Reporting Persons disclaims beneficial ownership as to such securities, except to the extent of his or its pecuniary interest therein.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Row 5 of the cover page for each Reporting Person and the corresponding comments. Each of the Reporting Persons disclaims beneficial ownership as to such securities, except to the extent of his or its pecuniary interest therein.
(ii) Shared power to vote or to direct the vote:
See Row 6 of the cover page for each Reporting Person and the corresponding comments. Each of the Reporting Persons disclaims beneficial ownership as to such securities, except to the extent of his or its pecuniary interest therein.
(iii) Sole power to dispose or to direct the disposition of:
See Row 7 of the cover page for each Reporting Person and the corresponding comments. Each of the Reporting Persons disclaims beneficial ownership as to such securities, except to the extent of his or its pecuniary interest therein.
(iv) Shared power to dispose or to direct the disposition of:
See Row 8 of the cover page for each Reporting Person and the corresponding comments. Each of the Reporting Persons disclaims beneficial ownership as to such securities, except to the extent of his or its pecuniary interest therein.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Under certain circumstances set forth in the limited partnership agreement of TCG Crossover III and the limited liability company agreement of TCG Crossover GP III, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of securities of the Issuer owned by each such entity of which they are a partner or member, as the case may be.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
