Entera Bio Ltd.

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 26, 2026

Entera Bio Ltd.

(Exact Name of Registrant as Specified in Its Charter)

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):

Securities registered pursuant to Section 12(b) of the Act:

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.☐

On July 26, 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 certain institutional and accredited investors (collectively, the “Purchasers”), including funds affiliated with BVF Partners L.P. (collectively, “BVF”), providing for the private placement (the “Private Placement”) to the Purchasers of an aggregate of 134,803,910 ordinary shares, par value NIS 0.0000769 per share, of the Company (the “Ordinary Shares”) (or, in lieu thereof, pre-funded warrants to purchase Ordinary Shares (the “Pre-Funded Warrants”)), for aggregate proceeds of approximately $275.0 million, representing a price of $2.04 per Ordinary Share. The transaction was priced at the market under the rules of the Nasdaq Stock Market (“Nasdaq”). The Private Placement closed on July 28, 2026 (the “Closing Date”), on which date the Company issued an aggregate of 122,961,215 Ordinary Shares and 11,842,695 Pre-Funded Warrants.

Certain Purchasers 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 either 4.99% or 9.99, at the option of the holder, 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.

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.

Leerink Partners (“Leerink”) acted as lead placement agent for the Private Placement. Evercore ISI, Guggenheim Securities, Cantor Fitzgerald, LifeSci Capital, and Canaccord Genuity (collectively with Leerink, the “Placement Agents”) acted as co-placement agents for the Private Placement, and the Company has agreed to pay a customary cash placement fee to the Placement Agents.

Pursuant to the Purchase Agreement, effective as of the Closing Date, the Company has agreed to grant BVF the right to designate two directors to the Company’s board of directors (the “Board”) (each, a “BVF Designee”), subject to each BVF Designee’s satisfaction of all applicable requirements regarding service as a director under applicable law and Nasdaq rules and such other criteria and qualifications applicable to all directors of the Company. If BVF ceases to beneficially own at least 75.0% of the total securities (comprising the Ordinary Shares and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants) acquired by BVF in the Private Placement, then BVF’s designation right will be reduced to one BVF Designee; and if such ownership falls below 50.0% of such securities, or if BVF’s