UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K/A
(Amendment No. 1)

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 31, 2024
 
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. ☐
 
 
Explanatory Note

This Current Report on Form 8-K/A (this “Amendment”) is being filed as an amendment to the Current Report on Form 8-K filed by Entera Bio Ltd., a company organized under the laws of the State of Israel (the “Company”), with the Securities and Exchange Commission on August 2, 2024 (the “Original 8-K”). The purpose of this Amendment is to update the disclosure under “Item 5.07 Submission of Matters to a Vote of Security Holders” of the Original 8-K to provide information regarding the determination of the Board of Directors of the Company (the “Board”) as to how frequently the Company will conduct future stockholder advisory votes on the compensation of the Company’s named executive officers. No other changes are being made to the Original 8-K.
 
Item 5.07.
Submission of Matters to a Vote of Security Holders

Say-On-Frequency Determination

As previously reported, at the Annual Meeting of Shareholders of the Company held on July 31, 2024 (the “Annual Meeting”), the Company’s shareholders voted on, among other matters, a non-binding advisory vote regarding the frequency of future stockholder non-binding advisory votes on the compensation of the Company’s named executive officers. The frequency of one year received the highest number of votes cast by shareholders at the Annual Meeting. Based on these advisory vote results, the Board has determined that the Company will hold a shareholder non-binding advisory vote on executive compensation every year until the Board otherwise determines that a different frequency for such non-binding, advisory votes is in the best interest of the Company or until the next required vote on the frequency of such votes.


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: December 20, 2024
By:
  
/s/ Miranda Toledano
     
Name: Miranda Toledano
Title: Chief Executive Officer

v3.24.4
Document and Entity Information
Jul. 31, 2024
Entity Listings [Line Items]  
Document Type 8-K/A
Amendment Flag false
Document Period End Date Jul. 31, 2024
Entity File Number 001-38556
Entity Registrant Name Entera Bio Ltd.
Entity Central Index Key 0001638097
Entity Incorporation, State or Country Code L3
Entity Tax Identification Number 00-0000000
Entity Address, Address Line One KIRYAT HADASSAH, MINRAV BUILDING
Entity Address, Address Line Two FIFTH FLOOR
Entity Address, City or Town JERUSALEM
Entity Address, Country IL
Entity Address, Postal Zip Code 9112002
City Area Code 972
Local Phone Number 2-532-7151
Entity Emerging Growth Company false
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Ordinary Shares, par value of NIS 0.0000769 [Member]  
Entity Listings [Line Items]  
Title of 12(b) Security Ordinary Shares, par value of NIS 0.0000769
Trading Symbol ENTX
Security Exchange Name NASDAQ
Warrants, each Warrant exercisable for half of an Ordinary Share at an exercise price of $5.85 per Ordinary Share [Member]  
Entity Listings [Line Items]  
Title of 12(b) Security Warrants, each Warrant exercisable for half of an Ordinary Share at an exercise price of $5.85 per Ordinary Share
Trading Symbol ENTXW
Security Exchange Name NASDAQ
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