Entera Bio Ltd.
For the period ended Oct 14, 2026. Filed Oct 14, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Oct 14, 2026 · Filed Oct 14, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A information
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
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Dear Fellow Entera Shareholders,
Thank you for your continued trust in our mission and for your support through this journey that we started together four years ago.
I am writing to you in connection with our upcoming Special Meeting of Shareholders, scheduled for November 24, 2026. The accompanying proxy statement describes the proposals on which you are being asked to vote. I encourage you to read it carefully, and I want to take this opportunity to provide some brief context.
The first half of 2026 marked one of the most consequential periods in Entera’s history and initiates a new chapter in our evolution. In July we announced the completion of a transformational private placement, raising approximately $275 million in gross proceeds, led by BVF Partners L.P. and joined by a distinguished group of leading institutional healthcare investors.
This financing provides Entera with capital that we expect to fully fund our Phase 3 registrational program of EB613 and extends our cash runway into 2030 so that we may continue to expand our core team of global leaders, luminaries and pioneers, deliver on our pipeline and expand our scientific footprint as a leader in the field of oral peptide therapeutics.
As a reminder, the terms of our July 2026 private placement, including key corporate governance and equity compensation-related provisions, were publicly announced at the time and have been described in our prior SEC filings.
The Special Meeting presents eight proposals for your consideration, five of which derive from our previously reported agreements entered into in connection with the private placement. Specifically, these “Supported Proposals” seek your approval of: (1) an increase in the number of ordinary shares issuable under our 2018 Equity Incentive Plan to ensure we have sufficient equity capacity as we scale; (2) a one-time equity grant to me as your CEO; and (3) one-time equity grants to our Chief Financial Officer, Chief Operating Officer, and Chief of Research and Development. In addition, the Special Meeting includes proposals to approve an updated compensation policy, amend non-executive director compensation, and provide an extension of the post-termination exercise period for options granted to officers and directors.
I, together with the other members of our Board of Directors, unanimously recommend that you voteFOR each of the eight proposals, which we believe provide the proper, market benchmarked compensation for our management and independent directors going forward.
At Entera, we are driven by our mission to develop transformative oral peptide medicines and invest in therapeutic spaces that require urgent attention, starting with EB613 — the first oral anabolic tablet in development for postmenopausal women with osteoporosis.
The milestones ahead of us are significant, and I am deeply grateful for the steadfast support that allows our team to pursue them with conviction.
Your vote matters, and we look forward to your continued partnership.
With gratitude,
Miranda Toledano
Chief Executive Officer and Director
Kiryat Hadassah Minrav Building - Fifth Floor Jerusalem, Israel
NOTICE OF 2026 SPECIAL MEETING OF SHAREHOLDERS
October 14, 2026
NOTICE IS HEREBY GIVEN that the 2026 Special Meeting of Shareholders (the “Special Meeting”) of Entera Bio Ltd., a company formed under the laws of the State of Israel (“we,” “Entera,” or the “Company”), will be held on Tuesday, November 24, 2026 at 08:00 AM Eastern Time, at our offices located at Kiryat Hadassah, Minrav Building – Fifth Floor, Jerusalem Israel 9112002.
Proposals One through Five set forth below are being presented to shareholders following, and in connection with, the consummation of the Company’s private placement, which was publicly announced on July 27, 2026, and closed on July 28, 2026, and which is more fully described in the enclosed proxy statement.
The Special Meeting is being held for the following Agenda Items:
| 1. | To approve an amendment to the Company’s 2018 Equity Incentive Plan (the “2018 Plan”) to increase the number of Ordinary Shares issuable thereunder by 13,937,915 Ordinary Shares; |
| 2. | To approve a one-time equity grant, as described in the accompanying proxy statement, to Ms. Miranda Toledano, our Chief Executive Officer and a Director; |
| 3. | To approve a one-time equity grant, as described in the accompanying proxy statement, to Ms. Dana Yaacov-Garbeli, our Chief Financial Officer; |
| 4. | To approve a one-time equity grant, as described in the accompanying proxy statement, to Mr. Hillel Galitzer, our Chief Operating Officer; |
| 5. | To approve a one-time equity grant, as described in the accompanying proxy statement, to Mr. Gregory Burshtein, our Chief of Research and Development; |
| 6. | To approve the amended and restated compensation policy for the directors and officers of the Company, as described in the accompanying proxy statement and attached as Appendix B thereto; |
| 7. | To approve the amended terms of compensation of the Company’s non-executive directors; and |
| 8. | To approve the extension of the post-termination exercise period for options granted or to be granted to the Company’s officers and directors, as described in the accompanying proxy statement. |
The foregoing proposals are described more fully in the enclosed proxy statement. We urge you to read the enclosed proxy statement in its entirety. The Special Meeting constitutes an extraordinary general meeting of the Company’s shareholders for purposes of the Israeli Companies Law and the Articles, under which all general meetings other than the annual general meeting are referred to as extraordinary meetings.
Only holders of record of our ordinary shares, par value NIS 0.0000769 per share (the “Ordinary Shares”), at the close of business on Thursday, October 1, 2026, are entitled to notice of and to attend and vote at the Special Meeting and any adjournments thereof. The vote required to approve the resolutions to be presented is set forth in each proposal brought for shareholders’ approval in the accompanying proxy statement.
Whether or not you expect to be present at the Special Meeting, please vote using the Internet, or by mail, in each case by following the instructions in our proxy statement. Shareholders who execute a proxy may nevertheless attend the Special Meeting, revoke their proxy and vote their shares in person.
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Shareholders of record who do not expect to attend the Special Meeting in person are kindly requested to mark, date, sign and mail the enclosed proxy card in the accompanying pre-addressed, postage-paid envelope as promptly as possible to our address below, c/o Dana Yaacov-Garbeli, our Chief Financial Officer.You may also vote your shares through the internet by going towww.voteproxy.com and following the on-screen instructions or scanning the QR code located on the proxy card with your smartphone. Please have your proxy card available when you access the webpage. Internet voting is available until 11:59 p.m. Eastern Time on Monday, November 23, 2026. If voting by mail, the proxy must be received at our registered office at least four (4) hours prior to the Special Meeting (that is, by 04:00 a.m. (Eastern time), Tuesday, November 24, 2026) to be validly included in the tally of Ordinary Shares voted at the Special Meeting. Detailed proxy voting instructions are provided both in the proxy statement and on the enclosed proxy card.
If you are the record holder of your Ordinary Shares, you can also authorize the voting of your shares over the Internet by following the instructions provided above or in the proxy statement. Ordinary Shares can be voted at the Special Meeting only if the holder is present or represented by proxy.
We will be using the U.S. Securities and Exchange Commission’s “Notice and Access” rules, which allows us to make the Notice of the Special Meeting, proxy statement and form of proxy (collectively, the “Proxy Materials”) available on the Internet, as the primary means of furnishing Proxy Materials to our shareholders. On or about October 14, 2026, we will mail to all of our shareholders a Notice of Internet Availability of Proxy Materials, which contains instructions for accessing our Proxy Materials on the Internet and voting by telephone or on the Internet. The Notice of Internet Availability of Proxy Materials also contains instructions for requesting a printed set of Proxy Materials. The Proxy Materials are available online at www.eqproxyportal.com/22270/special.
A Notice of Internet Availability of Proxy Materials, this proxy statement and the form of proxy are first being made available to shareholders on or about October 14, 2026.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Geno J. Germano
Geno J. Germano
Chairman of the Board
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| TABLE OF CONTENTS | |
|---|---|
| Page | |
| PROXY STATEMENT | 1 |
| INFORMATION ABOUT OUR SPECIAL MEETING | 1 |
| SECURITY OWNERSHIP | 6 |
| SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS | 8 |
| EXECUTIVE COMPENSATION | 9 |
| PROPOSAL ONE – APPROVAL OF AN AMENDMENT TO THE COMPANY’S 2018 EQUITY INCENTIVE PLAN | 24 |
| PROPOSAL TWO – APPROVAL OF A ONE-TIME EQUITY GRANT TO MS. MIRANDA TOLEDANO, OUR CHIEF EXECUTIVE OFFICER AND A DIRECTOR | 26 |
| PROPOSAL THREE – APPROVAL OF A ONE-TIME EQUITY GRANT TO MS. DANA YAACOV-GARBELI, OUR CHIEF FINANCIAL OFFICER | 28 |
| PROPOSAL FOUR – APPROVAL OF A ONE-TIME EQUITY GRANT TO MR. HILLEL GALITZER, OUR CHIEF OPERATING OFFICER | 30 |
| PROPOSAL FIVE - APPROVAL OF A ONE-TIME EQUITY GRANT TO MR.GREGORY BURSHTEIN, OUR CHIEF OF RESEARCH AND DEVELOPMENT | 32 |
| PROPOSAL SIX – APPROVAL OF AN AMENDED AND RESTATED COMPENSATION POLICY | 34 |
| PROPOSAL SEVEN – APPROVAL OF THE AMENDED TERMS OF COMPENSATION OF THE COMPANY’S NON-EXECUTIVE DIRECTORS | 36 |
| PROPOSAL EIGHT – APPROVAL OF EXTENSION OF THE POST-TERMINATION EXERCISE PERIOD FOR OFFICERS AND DIRECTORS | 38 |
| WHERE TO OBTAIN ADDITIONAL INFORMATION | 40 |
| EXPENSES RELATING TO THIS PROXY STATEMENT | 40 |
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Kiryat Hadassah Minrav Building - Fifth Floor Jerusalem, Israel
PROXY STATEMENT
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.