EXCHANGE ACT OF 1934
| Israel | | Not applicable |
| (State or other jurisdiction of | | (I.R.S. Employer |
| incorporation or organization) | | Identification No.) |
| | | |
| Kiryat Hadassah Minrav Building – Fifth Floor | | |
| Jerusalem, Israel | | 9112002 |
| (Address of principal executive offices) | | (Zip Code) |
| Title of Each Class | | Trading Symbol | | Name of Each Exchange on Which Registered |
| Ordinary Shares, par value NIS 0.0000769 per share | | ENTX | | Nasdaq Capital Market |
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-Accelerated filer | ☒ | Smaller reporting company | ☒ |
| | | Emerging growth company | ☐ |
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• | Clinical development involves a lengthy and expensive process with uncertain outcomes. We may incur additional costs and experience delays in developing and commercializing or be unable to develop or commercialize our current and future product candidates; |
• | The regulatory approval processes of the U.S. Food and Drug Administration (“FDA”) and comparable foreign authorities are lengthy, time-consuming and inherently unpredictable, and if we are ultimately unable to obtain regulatory approval for our product candidates, our business will be materially harmed; |
• | Preclinical development is uncertain. Our preclinical programs may experience delays or may never advance to clinical trials, which would adversely affect our ability to obtain regulatory approvals or commercialize these programs on a timely basis or at all; |
• | Positive results from preclinical studies and early-stage clinical trials may not be predictive of future results. Initial positive results in any of our clinical trials may not be indicative of results obtained when the trial is completed or in later stage trials; |
• | The scope, progress and costs of developing our product candidates such as EB613 for osteoporosis and EB612 for hypoparathyroidism or other oral peptides for the treatment of obesity, metabolic disorders (EB618) and gastrointestinal rare diseases may alter over time based on various factors such as regulatory requirements, collaboration agreements, the competitive environment and new data from pre-clinical and clinical studies; |
• | The accuracy of our estimates regarding expenses, capital requirements, the sufficiency of our cash resources and the need for additional financing; |
• | Our ability to raise additional funds or consummate strategic partnerships to offset additional required capital to pursue our business objectives, which may not be available on acceptable terms or at all. A failure to obtain this additional capital when needed, or failure to consummate strategic partnerships, could delay, limit or reduce our product development, and other operations; |
• | Even if a current or future product candidate receives marketing approval, it may fail to achieve the degree of market acceptance by physicians, patients, third-party payors and others in the medical community necessary for commercial success; |
• | The successful commercialization of our product candidates, if approved, will depend in part on the extent to which governmental authorities and third-party payors establish adequate coverage and reimbursement levels and pricing policies; |
• | Failure to obtain or maintain coverage and adequate reimbursement for our product candidates, if approved, could limit our ability to market those products and decrease our ability to generate revenue; |
• | If we are unable to obtain and maintain patent protection for our product candidates, or if the scope of the patent protection obtained is not sufficiently broad or robust, our competitors could develop and commercialize products similar or identical to ours, and our ability to successfully commercialize our product candidates may be adversely affected; |
• | Because we do not anticipate paying any cash dividends on our capital stock in the foreseeable future, capital appreciation, if any, will be your sole source of gain; |
• | Our reliance on third parties to conduct our clinical trials and on third-party suppliers to supply or produce our product candidates; |
• | Our interpretation of FDA feedback and guidance and how such guidance may impact our clinical development plan; |
• | Our ability to use and expand our N-Tab® platform to additional product candidates; |
• | Our operation as a development stage company with limited operating history and a history of operating losses and our ability to fund our operations going forward; |
• | Our competitive position with respect to other products on the market or in development for the treatment of osteoporosis, hypoparathyroidism, short bowel syndrome and other rare gastrointestinal disorders, obesity, metabolic conditions and other disease categories we pursue; |
• | Our ability to establish and maintain development and commercialization collaborations; |
• | Our ability to manufacture and supply enough material to support our clinical trials and any potential future commercial requirements; |
• | The size of any market we may target and the adoption of our product candidates, if approved, by physicians and patients; |
• | Our ability to obtain, maintain and protect our intellectual property and operate our business without infringing, misappropriating, or otherwise violating any intellectual property rights of others; |
• | Our ability to retain key personnel and recruit additional qualified personnel; |
• | Our ability to comply with laws and regulations that currently apply or become applicable to our business; |
• | Our ability to manage growth; and |
• | The Israel-Hamas conflict, that has been ongoing since October 2023, including involvement from Hezbollah, Iran and its proxies in the Middle East, such as the Houthis in Yemen and militias in Iraq and Syria, as well as the hostilities between the United States, Israel and Iran, and their impact on our operations and workforce, remains unknown. |
Page | |
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS: | |
4 | |
5 | |
6 | |
7 | |
8 |
| Assets | June 30, | December 31, | ||||||
| 2026 | 2025 | |||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | 11,309 | 7,108 | ||||||
| Restricted cash | 7,122 | 7,775 | ||||||
| Other current assets | 465 | 415 | ||||||
| TOTAL CURRENT ASSETS | 18,896 | 15,298 | ||||||
| NON-CURRENT ASSETS: | ||||||||
| Property and equipment, net | 121 | 134 | ||||||
| Operating lease right-of-use assets | 362 | 465 | ||||||
| Restricted deposit | 95 | 90 | ||||||
| Funds in respect of employee rights upon retirement | 6 | 6 | ||||||
| TOTAL NON-CURRENT ASSETS | 584 | 695 | ||||||
| TOTAL ASSETS | 19,480 | 15,993 | ||||||
| Liabilities and shareholders' equity | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Accounts payable | 575 | 448 | ||||||
| Accrued expenses and other payables | 1,330 | 1,525 | ||||||
| Current maturities of operating lease | 199 | 230 | ||||||
| TOTAL CURRENT LIABILITIES | 2,104 | 2,203 | ||||||
| NON-CURRENT LIABILITIES: | ||||||||
| Operating lease liabilities | 226 | 260 | ||||||
| Other long-term liabilities | 284 | 393 | ||||||
| Liability for employee rights upon retirement | 37 | 36 | ||||||
| Pre-funded warrants liability | 9,563 | - | ||||||
| TOTAL NON-CURRENT LIABILITIES | 10,110 | 689 | ||||||
| TOTAL LIABILITIES | 12,214 | 2,892 | ||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| SHAREHOLDERS' EQUITY: | ||||||||
| Ordinary shares, NIS 0.0000769 par value: Authorized - as of June 30, 2026 and December 31, 2025, 140,010,000 shares; issued and outstanding as of June 30, 2026 and December 31, 2025, 49,290,233 and 46,178,630 shares, respectively | 1 | 1 | ||||||
| Additional paid-in capital | 143,407 | 138,425 | ||||||
| Accumulated other comprehensive income | 41 | 41 | ||||||
| Accumulated deficit | (136,183 | ) | (125,366 | ) | ||||
| TOTAL SHAREHOLDERS' EQUITY | 7,266 | 13,101 | ||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 19,480 | 15,993 | ||||||
| Six Months Ended June 30, | Three Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| REVENUES | - | 42 | - | - | ||||||||||||
| COST OF REVENUES | - | 42 | - | - | ||||||||||||
| GROSS PROFIT | - | - | - | - | ||||||||||||
| OPERATING EXPENSES: | ||||||||||||||||
| Research and development, net | 5,452 | 2,643 | 3,201 | 1,520 | ||||||||||||
| General and administrative | 2,650 | 2,588 | 1,362 | 1,148 | ||||||||||||
| TOTAL OPERATING EXPENSES | 8,102 | 5,231 | 4,563 | 2,668 | ||||||||||||
| OPERATING LOSS | 8,102 | 5,231 | 4,563 | 2,668 | ||||||||||||
| FINANCIAL EXPENSES (INCOME), NET | 2,715 | (8 | ) | 2,749 | (12 | ) | ||||||||||
| NET LOSS | 10,817 | 5,223 | 7,312 | 2,656 | ||||||||||||
| LOSS PER SHARE BASIC AND DILUTED | 0.22 | 0.12 | 0.14 | 0.06 | ||||||||||||
| WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING USED IN COMPUTATION OF BASIC AND DILUTED LOSS PER SHARE | 49,098,428 | 45,146,415 | 50,451,232 | 46,836,700 | ||||||||||||
| Ordinary shares | ||||||||||||||||||||||||
| Number of shares issued | Amounts | Additional paid-in capital | Accumulated other Comprehensive income | Accumulated deficit | Total | |||||||||||||||||||
| BALANCE AT JANUARY 1, 2026 | 46,178,630 | 1 | 138,425 | 41 | (125,366 | ) | 13,101 | |||||||||||||||||
| Net loss | - | - | - | - | (10,817 | ) | (10,817 | ) | ||||||||||||||||
| Exercise of options to Ordinary Shares | 394,748 | * | 260 | - | - | 260 | ||||||||||||||||||
| Issuance of Ordinary Shares and warrants, net of issuance costs | 2,425,000 | * | 3,137 | - | - | 3,137 | ||||||||||||||||||
| Vested restricted share units | 142,983 | * | * | - | - | * | ||||||||||||||||||
| Settlement in share of board members compensation (see note 4) | 148,872 | - | 289 | - | - | 289 | ||||||||||||||||||
| Share-based compensation | - | - | 1,296 | - | - | 1,296 | ||||||||||||||||||
| BALANCE AT JUNE 30, 2026 | 49,290,233 | 1 | 143,407 | 41 | (136,183 | ) | 7,266 | |||||||||||||||||
| BALANCE AT APRIL 1, 2026 | 46,622,239 | 1 | 139,516 | 41 | (128,871 | ) | 10,687 | |||||||||||||||||
| Net loss | - | - | - | - | (7,312 | ) | (7,312 | ) | ||||||||||||||||
| Exercise of options to Ordinary Shares | 178,082 | * | 130 | - | - | 130 | ||||||||||||||||||
| Issuance of Ordinary Shares and warrants, net of issuance costs | 2,425,000 | * | 3,137 | - | - | 3,137 | ||||||||||||||||||
| Vested restricted share units | 64,912 | * | * | - | - | * | ||||||||||||||||||
| Share-based compensation | - | - | 624 | - | - | 624 | ||||||||||||||||||
| BALANCE AT JUNE 30, 2026 | 49,290,233 | 1 | 143,407 | 41 | (136,183 | ) | 7,266 | |||||||||||||||||
| BALANCE AT JANUARY 1, 2025 | 38,837,220 | 1 | 121,965 | 41 | (113,927 | ) | 8,080 | |||||||||||||||||
| Net loss | - | - | - | - | (5,223 | ) | (5,223 | ) | ||||||||||||||||
| Exercise of warrants to Ordinary Shares | 149,700 | * | 150 | - | - | 150 | ||||||||||||||||||
| Exercise of options to Ordinary Shares | 23,952 | * | 24 | - | - | 24 | ||||||||||||||||||
| Issuance of Ordinary Shares under collaboration agreement, net | 3,685,226 | * | 7,115 | - | - | 7,115 | ||||||||||||||||||
| Issuance of Ordinary Shares under ATM program, net of issuance costs | 2,700,000 | * | 5,997 | - | - | 5,997 | ||||||||||||||||||
| Vested restricted share units | 56,069 | * | * | - | - | * | ||||||||||||||||||
| Share-based compensation | - | - | 1,113 | - | - | 1,113 | ||||||||||||||||||
| BALANCE AT JUNE 30, 2025 | 45,452,167 | 1 | 136,364 | 41 | (119,150 | ) | 17,256 | |||||||||||||||||
| BALANCE AT APRIL 1, 2025 | 45,420,677 | 1 | 135,831 | 41 | (116,494 | ) | 19,379 | |||||||||||||||||
| Net loss | - | - | - | - | (2,656 | ) | (2,656 | ) | ||||||||||||||||
| Exercise of options to Ordinary Shares | 23,952 | * | 24 | - | - | 24 | ||||||||||||||||||
| Vested restricted share units | 7,538 | * | * | - | - | * | ||||||||||||||||||
| Share-based compensation | - | - | 509 | - | - | 509 | ||||||||||||||||||
| BALANCE AT JUNE 30, 2025 | 45,452,167 | 1 | 136,364 | 41 | (119,150 | ) | 17,256 | |||||||||||||||||
ENTERA BIO LTD.
| Six months ended June 30, | ||||||||
| | 2026 | 2025 | ||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | (10,817 | ) | (5,223 | ) | ||||
| Adjustments required to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation | 16 | 15 | ||||||
| Share-based compensation | 1,296 | 1,113 | ||||||
| Finance expenses, net | 18 | 18 | ||||||
| Changes in fair value of pre-funded warrants liability | 2,755 | - | ||||||
| Issuance cost | 116 | - | ||||||
| Changes in operating asset and liabilities: | ||||||||
| Increase in other current assets | (48 | ) | (252 | ) | ||||
| Decrease in accounts receivable | - | 126 | ||||||
| Increase in accounts payable | 127 | 251 | ||||||
| Increase (decrease) in accrued expenses and other payables and other long-term liabilities | (17 | ) | 917 | |||||
| Net cash used in operating activities | (6,554 | ) | (3,035 | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Purchase of property and equipment | (3 | ) | (37 | ) | ||||
| Net cash used in investing activities | (3 | ) | (37 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from issuance of Ordinary Shares, warrants and pre-funded warrants | 10,000 | - | ||||||
| Proceeds from issuance of Ordinary Shares under ATM program | - | 6,183 | ||||||
| Issuance cost | (171 | ) | (261 | ) | ||||
| Issuance of Ordinary Shares, under collaboration agreement | - | 7,190 | ||||||
| Exercise of warrants and options to Ordinary Shares | 260 | 174 | ||||||
| Net cash provided by financing activities | 10,089 | 13,286 | ||||||
| INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH AND DEPOSITS | 3,532 | 10,214 | ||||||
| EFFECT OF EXCHANGE RATE CHANGE ON CASH AND CASH EQUIVALENTS | 21 | - | ||||||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH AND DEPOSITS AT BEGINNING OF THE PERIOD | 14,973 | 8,740 | ||||||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH AND DEPOSITS AT END OF THE PERIOD | 18,526 | 18,954 | ||||||
| Reconciliation in amounts on consolidated balance sheets: | ||||||||
| Cash and cash equivalents | 11,309 | 10,858 | ||||||
| Restricted cash and deposits | 7,217 | 8,096 | ||||||
| Total cash and cash equivalents and restricted cash and deposit | 18,526 | 18,954 | ||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW TRANSACTIONS: | ||||||||
| Interest received | 100 | 57 | ||||||
(U.S. dollars in thousands, except share and per share data)
| a. | Entera Bio Ltd. (collectively with its subsidiary, the "Company") was incorporated on September 30, 2009 and commenced operation on June 1, 2010. On January 8, 2018, the Company incorporated its wholly owned subsidiary, Entera Bio Inc., in Delaware, United States. The Company is focused on developing first-in-class oral peptides. The Company focuses on underserved, chronic medical conditions for which oral administration of a protein therapy has the potential to significantly shift a treatment paradigm. The Company’s most advanced product candidate, EB613, oral PTH(1-34), is being developed as the first oral, osteoanabolic (bone building) tablet treatment for post-menopausal women with osteoporosis. In February 2026, the Company submitted to the FDA a clinical amendment which included the EB613 Phase 3 protocol, statistical analysis plan and open-label extension synopsis. In June 2026, the Company received feedback from the FDA on the submitted Phase 3 protocol for EB613 and is planning to initiate the Phase 3 registrational study in late 2026. On July 28, 2026, the Company completed a private placement. The net proceeds from the private placement are expected to be used primarily to support activities related to the planned Phase 3 registrational study of EB613. See Note 8b for additional information. The Company’s second product candidate, EB612, is being developed as the first oral PTH(1-34) tablet peptide replacement tablet for patients with hypoparathyroidism. In February 2026, the Company amended and restated the 2025 Collaboration Agreement (as defined in Note 6) with OPKO Biologics, Inc., a subsidiary of OPKO Health, Inc. (“OPKO”), to advance the first oral long-acting PTH analog (“LA-PTH”) as a once-daily tablet for patients with hypoparathyroidism. In addition, EB618 is being developed pursuant to the Company’s collaboration with OPKO, pursuant to which the companies are advancing a proprietary novel dual agonist GLP-1/glucagon peptide as a once-daily tablet treatment for patients with obesity, metabolic and fibrotic disorders. In addition to its internal product development programs, the Company intends to license its proprietary N-Tab® platform to biopharmaceutical companies for use with their proprietary compounds. The Company’s second product candidate, EB612, is being developed as the first oral PTH(1-34) tablet peptide replacement tablet for patients with hypoparathyroidism. In February 2026, the Company amended and restated the 2025 Collaboration Agreement (as defined in Note 6) with OPKO Biologics, Inc., a subsidiary of OPKO Health, Inc. (“OPKO”), to advance the first oral long-acting PTH analog (“LA-PTH”) as a once-daily tablet for patients with hypoparathyroidism. |
| b. | The Company's ordinary shares, NIS 0.0000769 par value per share (“ordinary shares”), are listed on the Nasdaq Capital Market under the symbol “ENTX”. |
| c. | The Company has incurred recurring operating losses and negative cash flows from operations since inception and expects to continue to incur operating losses as it advances the development of its product candidates. As of June 30, 2026, the Company has incurred an accumulated deficit in the amount of $136.2 million. As disclosed in Note 8b, in July 2026, the Company completed a private placement financing of an aggregate of 134,803,910 Ordinary Shares and pre-funded warrants to purchase Ordinary Shares resulting in gross proceeds of approximately $275.0 million, before deducting placement agent fees and other related offering expenses. The Company expects to use the net proceeds primarily to support activities related to the initiation of its Phase 3 registrational study of EB613, as well as for general working capital and corporate purposes.
|
8
ENTERA BIO LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands, except share and per share data)
(Unaudited)
| d. | Since October 2023, Israel has been involved in an armed conflict with Hamas, which has expanded to include hostilities involving Hezbollah, Iran and other armed groups in the region. During the first half of 2026, military activity escalated, including direct military exchanges involving Israel, Iran and the United States, as well as renewed hostilities along Israel's northern border. Although ceasefire arrangements have been announced from time to time, the regional security situation remains uncertain, and there can be no assurance that hostilities will not continue or further escalate. |
| a. | Basis of presentation of the financial statements |
9
ENTERA BIO LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands, except share and per share data)
(Unaudited)
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.)
| b. | Loss per share |
| c. | Fair value |
| | Level 1: | Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. |
| | Level 2: | Observable prices that are based on inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. |
| | Level 3: | Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. |
10
ENTERA BIO LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands, except share and per share data)
(Unaudited)
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.)
| d. | Newly issued and recently adopted accounting pronouncements: |
11
ENTERA BIO LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands, except share and per share data)
(Unaudited)
| a. | On January 1, 2026, the Company issued 148,872 ordinary shares to five non-executive members of the board of directors in lieu of cash board fees for fiscal year 2025, which was approved by the Company’s shareholders at a meeting of the Company’s shareholders held on July 31, 2024. The fair value of the ordinary shares on the grant date was $289 thousand. |
| b. | In February and April 2026, two former non-executive board members exercised options for an aggregate of 394,748 ordinary shares for total consideration of $260 thousand. |
| c. | As to the issuance of ordinary shares to BVF see note 3. | |
12
ENTERA BIO LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands, except share and per share data)
(Unaudited)
| a) | During the six months ended June 30, 2026 the board of directors approved the following options grants: |
| Grant Date | Grantee | Number of options | Exercise price | Vesting period | Fair value at the grant date | Condition |
| January 1, 2026 | Directors | 167,525 | $1.94 | (1) | $227 thousand | - |
| May 7, 2026 | Employees | 612,000 | $1.37 | (2) | $612 thousand | - |
| Executive Officers | 1,020,000 | $1.37 | (2) (6) | - | (3),(4) | |
| Service providers | 640,000 | $1.37 | (2) | - | (3) | |
| Directors | 83,367 | $1.37 | (2) (6) | - | (3), (5) | |
| 86,419 | $1.37 | (1) (6) | - | (3), (5) | ||
| 40,000 | $1.37 | Immediate | - | (3), (5) |
| (1) | Quarterly over a period of one year |
| (2) | 33.33% vest on the first anniversary of the date of grant and the remaining 66.67% of the options vest in eight equal quarterly installments following the first anniversary of the grant date. |
| (3) | The option grants are subject to the filing of a Form S-8 registration statement registering the ordinary shares underlying such options. |
| (4) | 500,000 options grant was subject to the approval of the Company’s shareholders which was obtained on July 14, 2026. |
| (5) | The grant was subject to the approval of the Company’s shareholders which was obtained on July 14, 2026. |
| (6) | In the event of the consummation of a Change in Control (as defined in the 2018 Plan) in which the Optionee continues to provide services to the Company on the date of consummation of such Change in Control, then 100% of any unvested Options at the time of consummation of such Change in Control shall become fully vested and exercisable. |
| b) | On May 7, 2026, the board of directors approved the grant of 734,428 RSUs to executive officers and service providers, of which grant 420,559 RSUs were subject to shareholder approval, which was obtained at a meeting of the Company’s shareholders held on July 14, 2026. The RSUs vest in four equal quarterly installments over a one-year period that started on May 1, 2026. The fair value of the RSUs at the date of grant was $1,006 thousand. |
13
ENTERA BIO LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands, except share and per share data)
(Unaudited)
| c) | The fair value of each option granted was estimated as of the date of grant using the Black-Scholes option-pricing model, using the following assumptions: |
| Six months ended June 30, 2026 | ||||
| Exercise price | | $1.37-$1.94 | ||
| Dividend yield | - | |||
| Expected volatility | 84.2%-84.8% | | ||
| Risk-free interest rate | 3.74%-4.13% | | ||
| Expected life - in years | 5.3-5.87 | |||
| June 30, | December 31, | |||||||
| | 2026 | 2025 | ||||||
| Other current assets: | ||||||||
| Prepaid expenses | 216 | 37 | ||||||
| Receivable in respect of collaborative arrangement | 16 | 219 | ||||||
| VAT receivable | 89 | 52 | ||||||
| Other | 144 | 107 | ||||||
| 465 | 415 | |||||||
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Accrued expenses and other payables: | ||||||||
| Employees and employees related | 293 | 264 | ||||||
| Provision for vacation | 238 | 168 | ||||||
| Accrued expenses | 391 | 726 | ||||||
| Other payables (See Note 6) | 408 | 367 | ||||||
| 1,330 | 1,525 | |||||||
14
ENTERA BIO LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands, except share and per share data)
(Unaudited)
| On March 16, 2025, the Company entered into a collaboration agreement with OPKO (the “2025 Collaboration Agreement”), which is accounted for as a collaboration arrangement within the scope of ASC 808. Under the terms of the 2025 Collaboration Agreement, the Company and OPKO have agreed to collaborate with respect to the preclinical and clinical development and decision making related to the oral delivery of a dual agonist GLP-1/glucagon peptide in an oral dosage form using Entera’s N-Tab™ technology platform for the treatment of obesity, metabolic and fibrotic disorders in humans. The Company and OPKO share in the economics and development costs of such program at 40% and 60%, respectively, subject to certain opt-out provisions. In connection with the agreement, the Company issued 3,685,226 ordinary shares to OPKO for aggregate gross proceeds of $8.0 million, which were allocated between equity and the collaboration components of the arrangement. Amounts allocated to the collaboration component are recognized over the period of performance and presented within other liabilities in the consolidated balance sheet. On February 3, 2026, the Company and OPKO amended and restated the 2025 Collaboration Agreement (the “A&R Collaboration Agreement”) to expand the scope of the collaboration to include the preclinical and clinical development of a daily LA-PTH tablet for the treatment of hypoparathyroidism (EB612) and additional indications. Development costs related to the LA-PTH program are shared equally between the parties. Except for the foregoing expansion, the material terms of the 2025 Collaboration Agreement remain unchanged. For the three and six months ended June 30, 2026, the Company recognized net expenses of $641 thousand and $1,164 thousand, respectively relating to the A&R Collaboration Agreement. |
15
ENTERA BIO LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands, except share and per share data)
(Unaudited)
| a. | The Company operates in Israel as a single operating segment. The Company’s Chief Executive Officer is the chief operating decision maker (the “CODM”). The CODM makes decisions on resource allocation, assesses performance of the business and monitors budget versus actual results on a consolidated basis. The CODM reviews the Company's consolidated results of operations through income (loss) before income taxes.
|
| b. | Segment information: | |
| Six Months Ended June 30, | Three Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenues | - | $ | 42 | - | - | |||||||||||
| Less: | ||||||||||||||||
| Research and development, net: | ||||||||||||||||
| Sub-contractors and consulting expense (EB613) | $ | 2,334 | $ | 972 | $ | 1,554 | $ | 599 | ||||||||
| Net expenses related to OPKO Collaboration Agreement | 1,164 | 120 | 641 | 120 | ||||||||||||
| Payroll and related expenses | 919 | 766 | 484 | 372 | ||||||||||||
| Share-based compensation | 690 | 470 | 377 | 294 | ||||||||||||
| Rent and related expenses | 252 | 226 | 124 | 103 | ||||||||||||
| Other development expenses* | 93 | 89 | 21 | 32 | ||||||||||||
| Other segment expenses** | 5,365 | 2,622 | 4,111 | 1,136 | ||||||||||||
| Segment net loss | $ | 10,817 | $ | 5,223 | $ | 7,312 | $ | 2,656 | ||||||||
16
ENTERA BIO LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands, except share and per share data)
(Unaudited)
NOTE 8 - SUBSEQUENT EVENTS
| a. | On July 14, 2026, the Company's shareholders approved an increase in the Company's authorized shares to 350,000,000. |
| b. | On July 26, 2026, the Company entered into a securities purchase agreement (the “July 2026 Purchase Agreement”) with certain institutional and accredited investors, including funds affiliated with BVF providing for the private placement (the “July 2026 Private Placement”) of an aggregate of 134,803,910 ordinary shares, or, in lieu thereof, pre-funded warrants to purchase Ordinary Shares (the “July 2026 Pre-Funded Warrants”), at a purchase price of $2.04 per Ordinary Share, for aggregate gross proceeds of approximately $275.0 million, before deducting placement agent fees and other related offering expenses. On July 28, 2026 (the “Closing Date”), the Company issued 122,961,215 ordinary shares and July 2026 Pre-Funded Warrants to purchase 11,842,695 ordinary shares. The July 2026 Pre-Funded Warrants have an exercise price of NIS 0.0000769 per ordinary share, are immediately exercisable, do not expire and are subject to customary beneficial ownership limitations and adjustments. The Company intends to use the net proceeds from the July 2026 Private Placement to support activities related to the initiation of its Phase 3 registrational study of EB613 in postmenopausal women with osteoporosis and for general working capital and corporate purposes. Pursuant to the July 2026 Purchase Agreement, effective upon the closing of the July 2026 Private Placement, the Company also granted BVF certain rights to designate two nominees to the Company’s board of directors, subject to specified ownership thresholds and other conditions as set forth in the July 2026 Purchase Agreement. |
| c. | In July 2026, certain holders of warrants issued in the Company’s 2023 private placement exercised an aggregate of 431,137 warrants and 906,886 pre-funded warrants for aggregate gross proceeds to the Company of $431 thousand. | |
| d. | On August 5, 2026, the Company issued 107,770 ordinary shares to five non-executive members of the board of directors in lieu of cash board fees for the first quarter and the second quarter of 2026, which was approved by the Company’s shareholders at a meeting of the Company’s shareholders held on July 31, 2024. | |
| e. | In September 2022, the Company’s shareholders approved to Ms. Miranda Toledano, the Company’s Chief Executive Officer, a grant of options to purchase 200,000 ordinary shares, subject to the occurrence of a triggering event, defined as either (i) the execution of a binding strategic or partnership agreement to fund the Company’s Phase 3 clinical trial or (ii) raising sufficient funding to complete the Company’s Phase 3 clinical trial. Following the closing of the July 2026 Private Placement, the second triggering event was satisfied. On August 5, 2026, the Board of Directors approved the grant of the 200,000 options at an exercise price of $2.81 per share. The options vest over four years, with 25% of the options vest on the first anniversary of the date of grant and the remaining 75% of the options vest in twelve equal quarterly installments following the first anniversary of the grant date. |
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In June 2026, at ENDO 2026, we presented preclinical data for EB612 from three animal models — a thyroparathyroidectomized (TPTx) rat model, a minipig model and a non-human primate model — showing sustained increases in serum calcium consistent with clinically validated injectable PTH-replacement therapies for hypoparathyroidism, and no safety concerns identified.
The July 2026 Pre-Funded Warrants have an exercise price of NIS 0.0000769 per Ordinary Share, are immediately exercisable, do not expire and are subject to customary beneficial ownership limitations and adjustments. The Company intends to use the net proceeds from the July 2026 Private Placement to support activities related to the initiation of its Phase 3 registrational study of EB613 in postmenopausal women with osteoporosis and for general working capital and corporate purposes.
Since inception, we have incurred significant operating losses and negative cash flows from operations as we have devoted substantially all of our resources to the research and development of our product candidates. We expect to incur significant operating losses for the foreseeable future as we advance our clinical development programs. For the three months ended June 30, 2026 and 2025, our operating losses were $4.6 million and $2.7 million, respectively. For the six months ended June 30, 2026 and 2025, our operating losses were $8.1 million and $5.2 million, respectively.
As of June 30, 2026, we had cash, cash equivalents and restricted cash of $18.4 million, of which $7.1 million has been designated to fund collaboration activities with OPKO under the A&R Collaboration Agreement.
| • | employee-related expenses, including salaries, bonuses and share-based compensation expenses for employees and service providers in the research and development function; |
| • | costs associated with our research and development platform used across programs, process development, manufacturing, consulting fees and preclinical development for earlier stage programs and new technologies; |
| • | expenses incurred in operating our laboratories including our small-scale manufacturing facility; and |
| • | depreciation of research and development equipment, allocated overhead, rent and facilities-related expenses. |
| • | expenses incurred under agreements with CROs and investigative sites that conduct our clinical trials; |
| • | other costs associated with pre-clinical and clinical activities; |
| • | supply, development and manufacturing costs relating to clinical trial materials; and |
| • | certain consulting and advisory services related to the program. |
| • | the uncertainty of the scope, rate of progress, results and cost of our clinical trials, nonclinical testing and other related activities; |
| • | the cost of manufacturing clinical supplies and establishing commercial supplies of our product candidates and any products that we may develop; |
| • | the number and characteristics of product candidates that we pursue; |
| • | the cost, timing and outcomes of regulatory approvals; |
| • | the cost and timing of establishing any sales, marketing, and distribution capabilities; and |
| • | the terms and timing of any collaborative, licensing and other arrangements that we may establish, including any milestone and royalty payments thereunder. |
| Six Months Ended June 30, | Three Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| External Expenses related to EB613 | $ | 2,334 | $ | 972 | $ | 1,554 | $ | 599 | ||||||||
| Internal and External expenses related to collaborations with OPKO | 1,164 | 120 | 641 | 120 | ||||||||||||
| Internal and External expenses related to other development program: | ||||||||||||||||
| Payroll and related expenses | 919 | 766 | 484 | 372 | ||||||||||||
| Share-based compensation | 690 | 470 | 377 | 294 | ||||||||||||
| Rent and related expenses | 252 | 226 | 124 | 103 | ||||||||||||
| Other development expenses | 93 | 89 | 21 | 32 | ||||||||||||
| Research and development expenses, net | $ | 5,452 | $ | 2,643 | $ | 3,201 | $ | 1,520 | ||||||||
| | Three Months Ended June 30, | Increase (Decrease) | ||||||||||||||
| | 2026 | 2025 | $ | % | ||||||||||||
| | (In thousands, except for percentage information) | |||||||||||||||
| Operating expenses: | ||||||||||||||||
| Research and development expenses, net | $ | 3,201 | $ | 1,520 | 1,681 | 111 | % | |||||||||
| General and administrative expenses | $ | 1,362 | $ | 1,148 | 214 | 19 | % | |||||||||
| Operating loss | $ | 4,563 | $ | 2,668 | 1,895 | 71 | % | |||||||||
| Financial expense (income), net | $ | 2,749 | $ | (12 | ) | 2,761 | 23,001 | % | ||||||||
| Net loss | $ | 7,312 | $ | 2,656 | 4,656 | 175 | % | |||||||||
| | Six Months Ended June 30, | Increase (Decrease) | ||||||||||||||
| | 2026 | 2025 | $ | % | ||||||||||||
| | (In thousands, except for percentage information) | |||||||||||||||
| Revenues | $ | - | $ | 42 | (42 | ) | (100 | )% | ||||||||
| Cost of Revenues | $ | - | $ | 42 | (42 | ) | (100 | )% | ||||||||
| Gross Profit | $ | - | $ | - | $ | - | ||||||||||
| Operating expenses: | ||||||||||||||||
| Research and development expenses, net | $ | 5,452 | $ | 2,643 | 2,809 | 106 | % | |||||||||
| General and administrative expenses | $ | 2,650 | $ | 2,588 | 62 | 2 | % | |||||||||
| Operating loss | $ | 8,102 | $ | 5,231 | 2,871 | 55 | % | |||||||||
| Financial expenses (income), net | $ | 2,715 | $ | (8 | ) | 2,723 | 34,038 | % | ||||||||
| Net loss | $ | 10,817 | $ | 5,223 | 5,594 | 107 | % | |||||||||
As of June 30, 2026, we had cash and cash equivalents and restricted cash of $18.4 million, of which $7.1 million has been designated to fund our obligations under the A&R Collaboration Agreement. On July 28, 2026, we consummated the July 2026 Private Placement and received aggregate gross proceeds of approximately $275.0 million, before deducting placement agent fees and other offering expenses. See “—Recent Developments—July 2026 Private Placement.”
As disclosed above, on July 28, 2026, we consummated the July 2026 Private Placement which significantly strengthened our financial position and liquidity, providing us with the capital to execute our current operating plan, including our Phase 3 registrational program for EB613, the advancement of EB612 and our other development activities, and supporting our expected operations into 2030.
We intend to use the net proceeds from the July 2026 Private Placement primarily to fund our planned Phase 3 registrational program for EB613 in postmenopausal women with osteoporosis, including activities through the anticipated submission of an NDA, to advance EB612 in collaboration with OPKO, and for working capital and other general corporate purposes.
Our estimate regarding the period through which our financial resources will be sufficient to support our operations is based on our current operating plan and assumptions regarding the timing and costs of our development programs and other operating activities. These assumptions are subject to change, and we may use our available capital resources sooner than currently anticipated.
On July 28, 2026, we consummated the July 2026 Private Placement. See “—Recent Developments—July 2026 Private Placement.”
We expect our operating expenses to increase significantly as we advance our planned Phase 3 registrational program for EB613, continue the development of EB612 and support our other research and development activities. Our current operating plan and expected cash runway into 2030 reflect these anticipated increases in operating expenditures. Our expectations are based on management’s current assumptions, clinical development plans and regulatory submission timelines, which may prove to be wrong, and we could spend our available financial resources much faster than we currently expect.
| | Six Months Ended June 30, (unaudited) | |||||||
| | 2026 | 2025 | ||||||
| | (In thousands) | |||||||
| Net Cash used in operating activities | $ | (6,554 | ) | $ | (3,035 | ) | ||
| Net Cash used in investing activities | $ | (3 | ) | $ | (37 | ) | ||
| Net Cash provided by financing activities | $ | 10,089 | $ | 13,286 | ||||
| Effect of Exchange Rate change on cash and cash equivalents | $ | 21 | - | |||||
| Net increase in cash and cash equivalents | $ | 3,553 | $ | 10,214 | ||||
| Exhibit No. | | Description of Exhibits |
| 101.INS | | XBRL Instance Document. |
| 101.SCH | | XBRL Taxonomy Extension Schema Document. |
| 101.DEF | | XBRL Taxonomy Extension Definition Linkbase Document. |
| 101.CAL | | XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.LAB | | XBRL Taxonomy Extension Label Linkbase Document. |
| 101.PRE | | XBRL Taxonomy Extension Presentation Linkbase Document. |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| | ENTERA BIO LTD. |
| | |
| Date: August 7, 2026 | /s/ Miranda Toledano |
| | Miranda Toledano Chief Executive Officer |
| | (Principal Executive Officer) |
| | |
| Date: August 7, 2026 | /s/ Dana Yaacov-Garbeli |
| | Dana Yaacov-Garbeli Chief Financial Officer |
| | (Principal Financial and Accounting Officer) |