What changed in this filing

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Item 9A. Controls and Procedures

2025-03-28 compared with 2024-03-08 · 202 added, 178 removed, 585 unchanged (39% of the section changed)

25 unchanged sentences

Chief Executive Officer and Director

Gregory Burshtein

Chief of Research and Development

Dana Yaacov-Garbeli

2 unchanged sentences

Chief Operating Officer

Arthur Santora

Chief Medical Officer

Non-Employee Directors

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Director, Chairman of the Board of Directors

Director, Chairman of the Scientific Advisory Committee

Ron Mayron (1) (2)

Director, Chairman of the Compensation Committee

Ostrov (1) (2) (3)

Director, Chairman of the Audit Committee

Sean Ellis (1) (3) (4)

Haya Taitel (1) (2) (4)

Director, Chairperson of the Nominating and Corporate Governance Committee

Yonatan Malca (1)(2) (3) (5)

Director, Chairman of the Nominating and Corporate Governance Committee

Director, Chairman of the Compensation Committee

Ostrov (1) (2) (3)

Director, Chairman of the Audit Committee

(1) Independent in accordance with SEC regulations and Nasdaq rules requirements applicable to us.

4 unchanged sentences

Executive Officers

Miranda Toledano has served as the Company's Chief Executive Officer, or CEO, since July 2022.

Prior to her appointment as CEO, Ms.

Toledano served as the Company’s Chief Business Officer, Chief Financial Officer and Head of Corporate Strategy from May to June 2022.

Toledano has served as a member of our Board of Directors (the “Board”) since 2018, and as Member of the Scientific Advisory Committee since February 2022.

Miranda Toledano has served as a member of our Board since 2018, as prior Chair of the Audit Committee as of 2018 and as Member of the Scientific Advisory Committee since February 2022.

Toledano has served as the Company's Chief Executive Officer, or CEO, since July 2022.Ms.

Toledano has over 25 years of C-level leadership, principal investment and Wall Street/capital market experience in the biotech sector.

Previously, Miranda served as Chief Operating Officer, Chief Financial Officer, and Director of TRIGR Therapeutics, an oncology focused, clinical stage bispecific antibody company, from August 2018 until its acquisition by Compass Therapeutics (Nasdaq:

Previously, Miranda served as Chief Operating Officer, Chief Financial Officer, and Director of TRIGR Therapeutics, a stealth oncology focused, clinical stage bispecific antibody company, from August 2018 until its acquisition by Compass Therapeutics (Nasdaq:

CMPX) in June 2021.

At TRIGR, Miranda oversaw the clinical development of lead asset TR009 (now CTX-009) and led strategic execution, including a $117 million China License Transaction and acquisition by CMPX.

At TRIGR, Miranda oversaw the clinical development of lead asset TR009 (now CTX-009) and led strategic execution, including a $117 million China License Transaction and TRIGR’s 2021 acquisition by CMPX.

Previously, Ms.

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Toledano is also a member of the board of directors of Journey Medical (Nasdaq:

DERM) and NEXGEL (Nasdaq:

Toledano holds a B.A.

in Economics from Tufts University and an MBA in Finance and Entrepreneurship from the NYU Stern School of Business.

Gregory Burshtein, PhD has led research and development at the Company since he joined Entera in September 2012, as Director of Pharmaceutical R&D, and since May 2024, as our Chief of Research and Development.

Burshtein is a leader in the field of oral delivery of peptides, has published in peer-reviewed journal articles holds 25 issued patents and has 113 pending patent applications related to development, formulation, and delivery of oral large molecules.

Burshtein holds over 20 years of experience in the field of drug delivery, pharmacology and biopharmaceutics, with a primary focus on the challenging area of oral delivery of therapeutic peptides.

in this field.

Burshtein obtained his Ph.D.

in Pharmaceutical Sciences, MSc in Clinical Pharmacy, and B.

Pharm degree from the Institute for Drug Research, Faculty of Medicine of the Hebrew University of Jerusalem.

Dana Yaacov-Garbeli has served as our Chief Financial Officer since July 2022.

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Yaacov-Garbeli served as our Israel-based Chief Financial Officer from June 2019 through July 2022.

Yaacov-Garbeli has over 15 years of chief finance and accounting experience.

Yaacov-Garbeli has over 17 years of finance and accounting experience.

She previously served as Senior Manager at PwC Israel overseeing audits of public and private companies.

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Yaacov-Garbeli is a Certified Public Accountant in Israel.

Hillel Galitzer has served as our Chief Operating Officer since February 2014, prior to which he served as our Director of Scientific Development from July 2012.

Galitzer has more than ten years of experience in medical research and molecular biology.

Between August 2010 and February 2014, Dr.

Hillel Galitzer, PhD has served as our Chief Operating Officer since February 2014, prior to which he served as a Director of Scientific Development from July 2010.

Prior to joining Entera, Dr.

Galitzer was an analyst and the chief operating officer for Hadasit Bio Holdings Ltd., a publicly traded company on the Tel Aviv Stock Exchange (TASE:

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He is the co-founder and former chief operating officer of Optivasive Inc.

He has written numerous publications in peer-reviewed journals and has lectured and presented in international conferences and universities.

Galitzer received his Ph.D.

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from the Hebrew University Medical School in Jerusalem.

Arthur Santora has served as our Chief Medical Officer since September 2018.

Santora has more than 30 years of experience in the biopharmaceutical industry.

He spent the majority of his career in the clinical research team at Merck & Co., Inc., from June 1989 to April 2017, where he was the lead clinical research physician responsible for much of the clinical development of Fosamax® (alendronate sodium), one of the world’s most prescribed osteoporosis treatments.

He was closely involved in the clinical development of Merck’s once-weekly Fosamax Plus D (alendronate sodium/ vitamin D3 combination tablets), the first drug/vitamin combination tablet in the US.

His position at Merck immediately prior to his termination of services in 2017 was Scientific Associate Vice President of Clinical Research, where he was directly responsible for the technical and scientific support for all clinical research of Fosamax/Fosamax plus D and contributed to the development of many other osteoporosis and endocrine marketed and investigational drugs.

Prior to joining Merck, he served as a Medical Officer at the US FDA and subsequently was a faculty member at Wayne State University Medical School in Detroit.

Santora is a Clinical Associate Professor at the clinical faculty of Rutgers Robert Wood Johnson Medical School in New Brunswick, New Jersey.

Santora completed a clinical fellowship in endocrinology at the NIH in Bethesda and received his M.D.

in biochemistry from Emory University in Atlanta, where he also received graduate training in Internal Medicine.

Non-Employee Directors

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(NYSE and TASE:

TEVA), a global leader in pharmaceuticals and the world’s largest generic drug developer and manufacturer, where he chairs the Audit Committee and serves on both the Human Resources and Compensation Committee and the Finance Committee.

He also serves as Chairman of the Board of Directors of DosentRx, Ltd., a digital health company that has developed a personalized, patient-controlled device for delivering medication.

He is also currently a special advisor at Reverence Capital Partners, a private investment firm focused on the middle-market financial services industry.

He serves on the Board of Directors of DosentRx, Ltd., and is a special advisor at Reverence Capital Partners, a private investment firm focused on the middle-market financial services industry.

From 2000 to 2009, Mr.

Lieberman was an executive at Alliance Bernstein L.P., where he served as President and Chief Operating Officer from 2004 to 2009, as Chief Operating Officer from 2003 to 2004 and as Executive Vice President, Finance and Operations from 2000 to 2003.

From 1998 to 2000, he served as Senior Vice President, Finance and Administration at Sanford C.

Bernstein & Co., Inc., until it was acquired by Alliance Capital in 2000, forming Alliance Bernstein L.P.

Prior to that, he served in various executive positions at Fidelity Investments and at Citicorp.

Lieberman was an executive at AllianceBernstein L.P.

primarily as the President and Chief Operating Officer when he also served as a Board Member.

From 1998 to 2000, he was Senior Vice President, Finance and Administration at Sanford C.

Bernstein & Co Inc., until it was acquired by Alliance Capital in 2000.

Prior to that, he served in various executive positions over six years at Fidelity Investments including Chief Financial Officer and Chief of Administration.

Prior to Fidelity he was in various senior positions over fourteen years at Citicorp including serving as a member of the Policy Committee.

Prior to joining Citicorp, he was a certified public accountant with Arthur Andersen.

He previously served on the board of directors of Forest Laboratories, LLC from 2011 to 2014, Computershare Ltd.

from 2010 to 2012 and Alliance Bernstein L.P.

from 2004 to 2009.

Lieberman received a B.S.

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Our Board believes that Mr.

Lieberman is qualified to serve as director based upon his experience on boards of other pharmaceutical companies and his years of experience working with healthcare and pharmaceutical companies.

Garceau has served as a member of our Board since March 2016, and he served as our interim CEO From August 2020 to January 4, 2021.

Garceau also served as our Chief Development Advisor from December 2016 to December 2021 (excluding the period he served as our interim CEO).

Garceau has more than 30 years of broad pharmaceutical industry experience.

He has been a director of Enterome SA since December 2016, and a director of Protara Therapeutics, Inc.

since January 2019.

Prior to joining Entera, Dr.

Garceau served as Chief Medical Officer and Executive Vice President of NPS Pharmaceuticals, Inc.

from December 2008 and January 2013 respectively, until February 2015, when NPS Pharmaceuticals, Inc., then traded on Nasdaq, was acquired by Shire plc.

Previously, Dr.

Garceau served in several managerial positions with Sanofi-Aventis (NYSE:

SNY) from 2002 until 2008, and Pharmacia Corporation from 1986 until 2002.

Garceau is a board-certified pediatrician and is a Fellow of the American Academy of Pediatrics.

Garceau holds a B.S.

in Biology from Fairfield University in Fairfield, Connecticut and an M.D.

from the University of Massachusetts Medical School.

Our Board believes that Dr.

Garceau is qualified to serve as director based upon his experience with the Company and his years of experience working with healthcare and pharmaceutical companies.

Ron Mayron has served as a member of our Board since April 2021 and is a global healthcare specialist who serves on the boards of numerous public and privately-held pharma and medical device companies in Israel, including InnoCan Pharma Ltd., IceCure Medical Ltd., BioLight Life Sciences Investments Ltd., IR-Med Inc., G-Med Ltd., Kaizen Bio Tec Ltd., and Simplivia Ltd.

He previously served on the boards of DNA Biomedical Solutions Ltd.

from March 2021 to May 2023, Kadimastem, Ltd.

from December 2020 to December 2023, WizePharma Inc.

(now Mawson Infrastructure Group Inc.

MIGI)) from April 2015 to November 2018 and NurExone Biologic Inc.

from December 2021 to August 2023.

His prior executive experience includes several leadership positions culminating in CEO of Teva Israel & Africa from 2009 until 2013 and CEO of S.L.E from 1999 and until 2007.

Mayron’s expertise within healthcare includes M&A, integration and implementation, global business development, global operations, and supply chain management.

He earned a B.Sc.

from Ben-Gurion University, and an MBA from the University of Tel Aviv, and attended several programs at Insead University Fontainebleu, France and the Massachusetts Institute of Technology, Boston.

Our Board believes that Mr.

Mayron is qualified to serve as a director based upon his pharmaceutical industry experience in multiple capacities from operations to chief executive positions as well as his experience on multiple boards of pharmaceutical and medical device companies in Israel.

Ostrov has served as a member of our Board since January 2019.

Ostrov consults and invests in new technologies in the medical device and consumer products fields.

Ostrov currently serves on the board of directors of several privately held companies, including Synergio, a natural products company working with industry giants, Addon Optics, an innovative technology company, and Nuvo Group Ltd., a developer of next generation baby and mother health monitoring for both hospital and home use.

From 2008 to 2010, he served as Chairman and CEO of Bausch & Lomb.

Ostrov led the stabilization, streamlining and pipeline building of Bausch & Lomb following its going-private transaction.

From 1998 until 2006, Mr.

Ostrov very successfully served as Company Group Chairman for Johnson & Johnson’s Worldwide Vision Care businesses.

From 1991 to 1998, Mr.

Ostrov worked for Johnson & Johnson and quickly rose to serve as Company Group Chairman of the Consumer and Personal Care businesses in North America.

From 1982 to 1991, he served as President of CIBA Consumer Pharmaceuticals Company.

From 1976 to 1982, he worked for the Health Care Division of Johnson & Johnson.

From 1973 to 1976, Mr.

Ostrov worked at Procter & Gamble.

Ostrov holds a B.S.

from Cornell and an M.B.A.

from Harvard.

Our Board believes that Mr.

Ostrov is qualified to serve as a director based upon his years as an investor in healthcare related companies.

Lieberman is qualified to serve as director based upon his experience on boards of other pharmaceutical and health care companies and his years of experience working with listed public companies and private companies.

Sean Ellis has served as a member of our Board since June 2019.

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Ellis is qualified to serve as a director based upon his years as an investor in healthcare related companies.

Haya Taitel has served as a member of our Board since June 2023.

Taitel has over 30 years of global C-level biopharma commercial and strategic executive experience.

She currently serves as the Head of Sanofi’s Global Transplant Franchise where she is responsible for increasing franchise growth and profitability.

Prior to her role at Sanofi, Ms.

Taitel served as the Chief Commercial Officer of Kadmon Pharmaceuticals, LLC, where she contributed to the launch of Rezurock®, from 2013 until the company was acquired by Sanofi for $1.9 billion in November 2021.

Taitel also led Kadmon Board's Executive Commercial Committee.

Beginning in 1997, Ms.

Taitel had held various commercial leadership positions of increasing seniority at Johnson and Johnson in multiple therapeutic areas, including oncology, immunology, neurology and women's healthcare.

Taitel holds a Master of Science, Pharmacology, (PharmD equivalence) from Temple University and a Bachelor of Science, Pharmacy and Biology from the Hebrew University School of Pharmacy in Jerusalem, Israel.

Our Board believes that Ms.

Taitel is qualified to serve as a director based upon her extensive biopharmaceutical industry experience and specific commercial domain expertise in women’s health.

Yonatan Malca has served as a member of our Board since 2011.

Malca currently serves as a Chief Executive Officer and director of NanoGohst Ltd.

From 2009 to 2021, he served as a Chief Executive Officer and director of DNA Biomedical Solutions Ltd.

Malca currently serves as Chief Executive Officer and a director of NanoGohst Ltd.

From 2009 to 2021, he served as Chief Executive Officer and a director of DNA Biomedical Solutions Ltd.

Malca also serves as a director of Jungo Connectivity Ltd.

JNGO) and Unicorn Technologies (TASE:

UNCT), each of which is an Israeli public company.

UNCT), both Israeli public companies.

He also serves as director of BeamMed Ltd, a private medical device company.

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Malca is qualified to serve as a director based upon his pharmaceutical industry experience as an executive as well as his experience on boards of multiple pharmaceutical companies.

Haya Taitel was appointed in June 2023 to serve as a member of our Board.

Taitel has over 30 years of global C-level biopharma commercial and strategic executive experience.

She currently serves as the Head of Sanofi’s Global Transplant Franchise where she is responsible for increasing franchise growth and profitability.

Prior to her role at Sanofi, Ms.

Taitel also led Kadmon Board’s Executive Commercial Committee.

Beginning in 1997, Ms.

Taitel had held various commercial leadership positions of increasing seniority at Johnson and Johnson in multiple therapeutic areas, including oncology, immunology, neurology and women’s healthcare.

Our Board believes that Ms.

Taitel is qualified to serve as a director based upon her extensive biopharmaceutical industry experience and specific commercial domain expertise in women’s health.

Ostrov has served as a member of our Board since January 2019.

Ostrov consults and invests in new technologies in the medical device and consumer products fields.

Ostrov currently serves on the board of directors of several privately held companies, including Synergio, Addon Optics, and Nuvo Group Ltd.

From 2008 to 2010, he served as Chairman and CEO of Bausch & Lomb.

Ostrov led the stabilization, streamlining and pipeline building of Bausch & Lomb following its going-private transaction.

From 1998 until 2006, Mr.

Ostrov very successfully served as Company Group Chairman for Johnson & Johnson's Worldwide Vision Care businesses.

From 1991 to 1998, Mr.

Ostrov worked for Johnson & Johnson and quickly rose to serve as Company Group Chairman of the Consumer and Personal Care businesses in North America.

From 1982 to 1991, he served as President of CIBA Consumer Pharmaceuticals Company.

From 1976 to 1982, he worked for the Health Care Division of Johnson & Johnson.

From 1973 to 1976, Mr.

Ostrov worked at Procter & Gamble.

Ostrov holds a B.S.

from Cornell and an M.B.A.

from Harvard.

Our Board believes that Mr.

Ostrov is qualified to serve as a director based upon his years as an investor in healthcare related companies.

Family Relationships

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Under our Articles, the Board must consist of at least three and no more than ten persons.

Currently, our Board consists of eight directors.

Currently, our Board consists of six directors.

Our Board is divided into three classes, with staggered three-year terms with one class comes up for election each year.

The Class I directors have terms expiring at our annual meeting of shareholders in 2024, and the Class II and Class III directors have terms expiring at our annual meetings in 2025 and 2026, respectively.

The Class I, Class II and Class III directors have terms expiring at our annual meeting of shareholders in 2027, 2025 and 2026, respectively.

The members of the classes as of the date hereof are as follows:

the Class I directors are Miranda Toledano, Roger Garceau and Ron Mayron;

the Class II directors are Yonatan Malca and Haya Taitel;

the Class I directors are Miranda Toledano and Yonatan Malca;

the Class II director is Haya Taitel;

the Class III directors are Gerald Lieberman, Gerald M.

Ostrov and Mr.

Ostrov and Sean Ellis.

At each annual meeting of shareholders, directors will be elected to succeed the class of directors whose term has expired.

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Our Board has determined that Mr.

Sean Ellis, Mr.

Ostrov and Mr.

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An alternate director has the same rights and responsibilities as a director, except for the right to appoint an alternate director.

Board Leadership Structure

The Board currently separates the roles of Board Chairperson and Chief Executive Officer.

We believe that separation of the positions of Chairperson of the Board and Chief Executive Officer reinforces the independence of the Board in its oversight of our business and affairs, is more conducive to objective evaluation and oversight of management’s performance, increases management accountability, and improves the Board’s ability to monitor whether management’s actions are in the best interests of the Company and its shareholders.

Role of the Board in Risk Oversight

Our Board is responsible for overseeing our risk management process.

Our Board focuses on our general risk management strategy, the most significant risks facing us, and oversees the implementation of risk mitigation strategies by management.

Our Board is also apprised by management of particular risk management matters in connection with its general oversight and approval of corporate matters and significant transactions.

The Board’s independent oversight function is further enhanced by the fact that all the directors have complete access to management and the Board and its committees may retain their own respective advisors.

Director Independence

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The Board has affirmatively determined that the following Directors are “independent” as of the date of this Annual Report, as defined in the listing standards of Nasdaq:

Gerald Lieberman, Ron Mayron, Gerald M.

Gerald Lieberman, Gerald M.

Ostrov, Sean Ellis, Yonatan Malca, and Haya Taitel.

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If we make any amendment to the Code of Business Conduct and Ethics or grant any waivers, including any implicit waiver, from a provision of the code of ethics, we will disclose the nature of such amendment or waiver on our website as required by the rules and regulations of the SEC.

Insider Trading Policy

We have adopted an Insider Trading Policy which governs the purchase, sale and/or any other dispositions of our securities by the Company and its directors, officers and employees and is reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable exchange listing standards.

A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report.

Board Committees

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Compensation Committee

We have a Compensation Committee, the members of which are Ron Mayron, who also serves as chairman of the committee , Gerald M.

Ostrov and Yonatan Malca.

We have a Compensation Committee, the members of which are Yonatan Malca, who also serves as chairman of the committee, Gerald M.

Ostrov and Haya Taitel.

Each member of our Compensation Committee is independent under Nasdaq rules.

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and (e) maximum limits for severance.

Under the Companies Law, every three years we must obtain Compensation Committee, Board and shareholder approval for either the continuation of our existing compensation policy or adoption of a new compensation policy.

Our compensation policy was last approved by our shareholders on October 4, 2021, after having been recommended by our Compensation Committee and approved by our Board, and will therefore need to be either re-approved, amended, or replaced by a new policy in 2024.

Under the Companies Law, we must obtain Compensation Committee, Board and shareholder approval every three years for either the continuation of our existing compensation policy or adoption of a new compensation policy.

Our compensation policy was last approved by our shareholders on July 31, 2024, after having been recommended by our Compensation Committee and approved by our Board.

Our Compensation Committee may conduct or authorize investigations into, or studies of, matters within its scope of responsibilities, and may retain or obtain the advice of a compensation consultant, legal counsel or other advisor in its sole discretion.

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(i) executive compensation benchmark analyses which included comparative data of the Company’s executive compensation, relative to the peer-group companies in Israel and (ii) executive compensation benchmark analyses which included comparative data of the Company’s executive compensation, relative to the peer-group companies in the United States.

On May 27, 2024, the Compensation Committee and the Board voted to approve, and on July 31, 2024, the shareholders of the Company ratified and confirmed, the revised compensation terms of the Company's non-executive directors, retroactively effective as of January 1, 2024, which includes (i) a quarterly grant of fully vested Ordinary shares, in lieu of each non-executive director's respective quarterly cash compensation and (ii) an annual option grant.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee consists of Yonatan Malca, who also serves as chairman of the committee, and Sean Ellis.

Our Nominating and Corporate Governance Committee consists of Haya Taitel, who also serves as chairwoman of the committee, and Sean Ellis.

Each of the members of our Nominating and Corporate Governance Committee is independent under Nasdaq rules.

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Scientific Advisory Committee

Our Scientific Advisory Committee consists of Roger Garceau, who also serves as chairman of the committee, along with Yonatan Malca, Miranda Toledano, and Haya Taitel.

Our Scientific Advisory Committee consists of Miranda Toledano who also serves as chairwoman of the committee, along with Yonatan Malca and Haya Taitel.

Our Board has adopted a Scientific Advisory Committee Charter that sets forth the responsibilities of the Scientific Advisory Committee, including (a) reviewing, evaluating and reporting to the Board regarding strategy, plans and goals, as well as progress and performance, of the Company’s clinical programs, licensing activities, and research and development activities, (b) meeting with the Company’s R&D and licensing teams to evaluate the plans, goals and performance of the Company’s clinical programs and research and development projects, and make recommendations to the Board as appropriate in the opinion of the committee to fulfill the company strategic goals, (c) identifying and discussing significant emerging regulatory, research and scientific issues and trends and competitive activity, including their potential impacts on any Company programs, plans, or policies relating to its licensing opportunities, clinical programs and research and development activities.

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Delinquent Section 16(a) Reports

Based solely upon our review of copies of filings or written representations from the reporting persons, we believe that all reporting persons timely filed all reports required by them under Section 16(a) of the Exchange Act with respect to the year ended December 31, 2023, other than Ms.

Taitel, for whom her Form 3 was filed late.

EXECUTIVE COMPENSATION

Compensation Policy

Our compensation policy was adopted by our shareholders on October 4, 2021, after having been recommended by our Compensation Committee and approved by our Board, and will therefore, under the Companies Law, need to be either re-approved, amended, or replaced by a new policy no later than 2024, and every three years thereafter.

Our compensation policy was last ratified by our shareholders on July 31, 2024, after having been recommended by our Compensation Committee and approved by our Board, and will therefore, under the Companies Law, will need to be either re-approved, amended, or replaced by a new policy no later than 2027, and every three years thereafter.

The compensation policy includes, among other matters prescribed by the Companies Law, a framework for establishing the terms of office and employment of the directors and officers and guidelines with respect to the structure of the variable pay of officers.

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For option grants and share appreciation rights, the exercise price shall be no less than the fair market value of the underlying Ordinary Shares on the date of grant and subject to applicable law.

While the Company does not have a formal policy in place, it is the Company's practice to typically award equity grants to executive officers and non-employee directors at the beginning of each fiscal year, subject to the Company not being in possession of any material non-public information.

Hedging and Pledging

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Name and Principal Position

Compensation ($)

Miranda Toledano

1 unchanged sentence

Hillel Galitzer

Chief Operating Officer

Chief Operating

Dana Yaacov-Garbeli

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The fair value amount is recognized as an expense over the course of the vesting period of the options (subject to any applicable accounting adjustments during that period).

Toledano was appointed as our Chief Business Officer, Chief Financial Officer and Head of Corporate Strategy in May 2022.

Toledano was then appointed as our Chief Executive Officer in July 2022.

The compensation for from January 2022 and until May 2022 represents her compensation as a non-employee board member.

Reflects the associate annual expenses for RSUs granted in place of annual bonus in cash recorded in our financial statements based on the fair value of the share-based compensation grant date market computed in accordance with ASC Topic 718.

The fair value amount is recognized as an expense over the course of the vesting period of the RSUs in the Company’s audited financial statements for the year ended December 31, 2024 included in this Annual Report.

Outstanding Equity Awards at Fiscal Year End

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Chief Executive Officer and director

Gregory Burshtein

Chief of Research and Development

Hillel Galitzer

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Chief Finance Officer

The 44,816 unexercisable options as of December 31, 2023 will vest in five equal quarterly installments beginning on January 1, 2024.

The 312,500 unexercisable options as of December 31, 2023 will vest in ten equal quarterly installments beginning on February 16, 2024.

The 412,500 unexercisable options as of December 31, 2023 will vest in eleven equal quarterly installments beginning on March 9, 2024.

Of the 350,000 unexercisable options as of December 31, 2023, 25% vest on April 24, 2024, the first anniversary of the grant date, and the remaining 75% vesting in 12 equal quarterly installments over the following three years.

The 10,937 unexercisable options as of December 31, 2023 will vest on March 16, 2024.

The 46,875 unexercisable options as of December 31, 2023 will vest in six equal quarterly installments beginning on January 20, 2024.

The 33,750 unexercisable options as of December 31, 2023 will vest in nine equal quarterly installments beginning on March 30, 2024.

Of the 210,000 unexercisable options as of December 31, 2023, 25% vest on April 24, 2024, the first anniversary of the grant date, and the remaining 75% will vest in 12 equal quarterly installments over the following three years.

The 2,188 unexercisable options as of December 31, 2023 will vest on March 16, 2024.

The 187,500 unexercisable options as of December 31, 2024 will vest in six equal quarterly installments beginning on February 16, 2025.

The 262,500 unexercisable options as of December 31, 2024 will vest in seven equal quarterly installments beginning on January 15, 2025.

The 218,750 unexercisable options as of December 31, 2024 will vest in ten equal quarterly installments beginning on January 24, 2025.

Of the 500,000 unexercisable options as of December 31, 2024, 25% vest on April 19, 2025, the first anniversary of the grant date, and the remaining 75% vesting in 8 equal quarterly installments over the following two years.

The 62,061 unexercisable RSUs as of December 31, 2024 will vest in two equal quarterly installments beginning on January 19, 2025.

The 6,375 unexercisable options as of December 31, 2024 will vest in two equal quarterly installments beginning on January 7, 2025.

The 16,875 unexercisable options as of December 31, 2024 will vest in six equal quarterly installments beginning on January 28, 2025.

The 24,062 unexercisable options as of December 31, 2023 will vest in eleven equal quarterly installments beginning March 8, 2024.

Of the 190,000 unexercisable options as of December 31, 2023, 25% vest on April 24, 2024, the first anniversary of the grant date, and the remaining 75% will vest in 12 equal quarterly installments over the following three years.

The 40,625 unexercisable options as of December 31, 2024 will vest in ten equal quarterly installments beginning on January 24, 2025.

Of the 150,000 unexercisable options as of December 31, 2024, 25% vest on April 19, 2025, the first anniversary of the grant date, and the remaining 75% vesting in 8 equal quarterly installments over the following two years.

The 12,563 unexercisable RSUs as of December 31, 2024 will vest in two equal quarterly installments beginning on January 19, 2025.

The 15,625 unexercisable options as of December 31, 2024 will vest in two equal quarterly installments beginning on January 16, 2025.

The 18,750 unexercisable options as of December 31, 2024 will vest in five equal quarterly installments beginning on March 31, 2025.

The 131,250 unexercisable options as of December 31, 2024 will vest in ten equal quarterly installments beginning January 24, 2025.

Of the 130,000 unexercisable options as of December 31, 2024, 25% vest on April 19, 2025, the first anniversary of the grant date, and the remaining 75% vesting in 8 equal quarterly installments over the following two years.

The 15,076 unexercisable RSUs as of December 31, 2024 will vest in two equal quarterly installments beginning on January 19, 2025.

The 15,000 unexercisable options as of December 31, 2024 will vest in two equal quarterly installments beginning on January 16, 2025.

The 10,938 unexercisable options as of December 31, 2024 will vest in five equal quarterly installments beginning on March 31, 2025.

The 118,750 unexercisable options as of December 31, 2024 will vest in ten equal quarterly installments beginning January 24, 2025.

The 15,076 unexercisable RSUs as of December 31, 2024 will vest in two equal quarterly installments beginning on January 19, 2025.

Director Compensation Table

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The table below outlines compensation earned by our non-employee directors for the fiscal year ended December 31, 2024, including fees earned in cash and options awarded for services provided as a director.

In order to help the Company maintain sufficient cash for operations, all non-employee directors agreed to forfeit receipt of all cash fees otherwise payable to them for the third and fourth quarters of 2023.

To help the Company maintain sufficient cash for operations, the Company’s shareholders approved a revised compensation structure for non-executive directors, which was implemented to enhance the Company’s financial flexibility and align directors' interests with those of shareholders.

This revised structure involves granting fully vested Ordinary Shares quarterly instead of quarterly cash payments, effective retroactively as of January 1, 2024.

Under this arrangement, each non-executive director receives a quarterly grant of fully vested Ordinary Shares.

The value of these shares is equivalent to their respective cash compensation for board and committee services, calculated based on the average daily closing share price of the Ordinary Shares during the applicable fiscal quarter.

Directors who serve only part of a quarter receive a pro rata portion of the shares.

Gerald Lieberman

Yonatan Malca

Ron Mayron (3)

Reflects the associated annual expense recorded in our financial statements based on the grant date fair value of the share-based compensation granted in exchange for the directors’ and officers’ services computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation – Stock Compensation (“ASC Topic 718”).

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The fair value amount is recognized as an expense over the course of the vesting period of the options (subject to any applicable accounting adjustments during that period).

Reflects the associated annual expenses for fully vested Ordinary Shares granted in lieu of cash fees during 2024, based on the grant date market value.

Former board member whose term expired at the 2024 Annual Meeting of Shareholders.

The table below sets forth the aggregate number of share options of each non-employee director outstanding as of December 31, 2024:

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Miranda Toledano

Toledano has served on the Board of Directors at Entera since September 2018.

Between May and July 2022, Ms.

Toledano served as Chief Business Officer, Chief Financial Officer and Head of Corporate Strategy at Entera.

In July 2022, Ms.

Toledano was appointed Chief Executive Officer at Entera.

In connection with Ms.

Toledano’s appointment as the Company’s Chief Business Officer, Chief Financial Officer and Head of Corporate Strategy in May 2022, Ms.

Toledano’s appointment Chief Business Officer, Chief Financial Officer and Head of Corporate Strategy in May 2022, Ms.

Toledano entered into an employment agreement (the “Original Employment Agreement”) with the Company, providing for an annual employer cost of $350,000 inclusive of base salary, pension payments, severance and disability benefits as required under Israeli law.

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In connection with Ms.

Toledano’s appointment as Chief Executive Officer, on July 15, 2022, Ms.

Toledano’s appointment Chief Executive Officer, on July 15, 2022, Ms.

Toledano and the Company entered into an amended and restated employment agreement (the “A&R Employment Agreement”), which amends and restates the Original Employment Agreement.

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Toledano's employment agreement in January 2024, under the terms of which the salary increase became effective on January 1, 2024.

On April 14, 2024, and April 19, 2024, the Compensation Committee and the Board, respectively, voted to approve, and on July 31, 2024, the shareholders of the Company ratified and confirmed, a one-time grant to Ms.

Toledano of (i) options to purchase 500,000 Ordinary Shares (the "Miranda's 2024 Options"), at an exercise price of $1.99 per Ordinary Share, under the 2018 Plan, and (ii) a one-time grant of 124,121 RSUs in place of the annual cash bonus for 2023 (the "Miranda's 2024 RSUs”) under the 2018 Plan.

Provided that Ms.

Toledano has not undergone a Termination of Service (as defined in the 2018 Plan) prior to the applicable vesting date, Miranda's 2024 Options shall vest over a three (3) year period, with a third of Miranda's 2024 Options vesting at the end of a 12-month period following April 19, 2024, and the remaining two-thirds of Miranda's 2024 Options shall vest in eight substantially equal portions over the next two (2) year period thereafter, on a quarterly basis, rounded down to the nearest whole share, provided, that with respect to the last such quarterly installment, the number of Miranda's 2024 Options that vest in the installment shall be such that Ms.

Toledano will be fully vested in the total number of Miranda's 2024 Options listed above as of such applicable quarterly anniversary (i.e., such that one hundred percent (100%) of Miranda's 2024 Options shall become fully vested on April 19, 2027);

provided further, however, that in the event of a Change in Control (as defined in the 2018 Plan) in which Ms.

Toledano continues to provide services to the Company on the date of consummation of such Change in Control, 100% of any unvested Miranda's 2024 Options at the time of the consummation of such Change in Control shall become fully vested and exercisable.

The expiration date of Miranda's 2024 Options shall be April 19, 2034, or such earlier date in accordance with the 2018 Plan or the Company's option agreement.

Provided that Ms.

Toledano has not undergone a Termination of Service (as defined in the 2018 Plan) prior to the applicable vesting date, Miranda's 2024 RSUs shall vest over a one (1) year period, with 100% of Miranda's 2024 RSUs vesting in four substantially equal portions over the 12 month period following April 19, 2024, on a quarterly basis, rounded down to the nearest whole share, provided, that with respect to the last such quarterly installment, the number of Miranda's 2024 RSUs that vest in the installment shall be such that Ms.

Toledano will be fully vested in the total number of Miranda's 2024 RSUs listed above as of such applicable quarterly anniversary (i.e., such that one hundred percent (100%) of Miranda's 2024 RSUs shall become fully vested on April 19, 2025);

provided further, however, that in the event of the Change in Control in which Ms.

Toledano continues to provide services to the Company on the date of consummation of such Change in Control, 100% of any unvested Miranda's 2024 RSUs at the time of the consummation of such Change in Control shall become fully vested.

Hillel Galitzer

In March 2014, we entered into an employment agreement with our Chief Operating Officer, Dr.

In March 2014, we entered into an employment agreement with our Chief Operating Officer, Mr.

Hillel Galitzer.

Pursuant to the terms of his employment, and within the discretion granted to the Board, Dr.

Pursuant to the terms of his employment, and within the discretion granted to the Board, Mr.

Galitzer was entitled to an annual gross base salary of $230,725 for both 2022 and 2023, which represents an increase in base salary from the original terms of the employment agreement approved by the Board.

In 2024, the Board approved an increase to Dr.

In 2024, the Board approved an increase to Mr.

Galitzer's annual salary, and he is currently entitled to an annual gross base salary of $246,000.

Additionally, pursuant to the terms of his employment agreement, Dr.

Additionally, pursuant to the terms of his employment agreement, Mr.

Galitzer is eligible to participate in the Company’s standard full-time employment benefits that are offered by the Company from time to time, which currently include short-term disability and pension fund benefits.

Galitzer is also generally entitled to reimbursement for travel and other business expenses and other benefits, including, vacation, holidays, company car and sick leave.

Subject to applicable law, Dr.

Subject to applicable law, Mr.

Galitzer is also covered by our D&O insurance policy.

Pursuant to the terms of his employment agreement.

Dr Galitzer is eligible to receive equity awards under the Company’s existing and future incentive plans.

Pursuant to the terms of his employment agreement, Dr.

Pursuant to the terms of his employment agreement, Mr.

Galitzer is eligible to receive equity awards under the Company’s existing and future incentive plans, on such amount and terms as shall be approved by the Board.

Pursuant to the terms of his employment agreement, Mr.

Galitzer also agreed to customary non-disclosure and non-competition covenants.

On April 14, 2024, and April 19, 2024, the Compensation Committee and the Board, respectively, voted to approve a one-time grant to Mr.

Galitzer of (i) options to purchase 130,000 Ordinary Shares (the “Galitzer's 2024 Options”), at an exercise price of $1.99 per Ordinary Share, under the 2018 Plan, and (ii) a one-time grant of 30,151 RSUs in place of the annual cash bonus for 2023 (the “Galitzer's 2024 RSUs”) under the 2018 Plan.

Galitzer's 2024 Options shall vest over a three (3) year period, with a third of the Galitzer's 2024 Options vesting at the end of a 12-month period following April 19, 2024, and the remaining two-thirds of Galitzer's 2024 Options shall vest in eight substantially equal portions over the next two (2) year period thereafter, on a quarterly basis, rounded down to the nearest whole share, provided, that with respect to the last such quarterly installment, the number of Galitzer's 2024 Options that vest in the installment shall be such that Mr.

Galitzer will be fully vested in the total number of Galitzer's 2024 Options listed above as of such applicable quarterly anniversary (i.e., such that one hundred percent (100%) of Galitzer's 2024 Options shall become fully vested on April 19, 2027);

provided further, however, that in the event of a Change in Control (as defined in the 2018 Plan) in which Mr.

Galitzer continues to provide services to the Company on the date of consummation of such Change in Control, 100% of any unvested Galitzer's 2024 Options at the time of the consummation of such Change in Control shall become fully vested and exercisable.

The expiration date of Galitzer's 2024 Options shall be April 19, 2034, or such earlier date in accordance with the 2018 Plan or the Company's option agreement.

Galitzer's 2024 RSUs shall vest over a one (1) year period, with 100% of Galitzer's 2024 RSUs vesting in four substantially equal portions over the 12 month period following April 19, 2024, on a quarterly basis, rounded down to the nearest whole share, provided, that with respect to the last such quarterly installment, the number of Galitzer's 2024 RSUs that vest in the installment shall be such that Dr.

Galitzer will be fully vested in the total number of Galitzer's 2024 RSUs listed above as of such applicable quarterly anniversary (i.e., such that one hundred percent (100%) of Galitzer's 2024 RSUs shall become fully vested on April 19, 2025);

provided further, however, that in the event of the Change in Control in which Dr.

Galitzer continues to provide services to the Company on the date of consummation of such Change in Control, 100% of any unvested Galitzer's 2024 RSUs at the time of the consummation of such Change in Control shall become fully vested.

Dana Yaacov-Garbeli

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Yaacov-Garbeli also agreed to customary non-disclosure and non-competition covenants.

On April 14, 2024, and April 19, 2024, the Compensation Committee and the Board, respectively, voted to approve a one-time grant to Ms.

Yaacov-Garbeli of (i) options to purchase 130,000 Ordinary Shares (the “Dana's 2024 Options”), at an exercise price of $1.99 per Ordinary Share, under the 2018 Plan, and (ii) a one-time grant of 30,151 RSUs in place of the annual cash bonus for 2023 (the “Dana's 2024 RSUs”) under the 2018 Plan.

Dana's 2024 Options shall vest over a three (3) year period, with a third of the Dana's 2024 Options vesting at the end of a 12-month period following April 19, 2024, and the remaining two-thirds of Dana's 2024 Options shall vest in eight substantially equal portions over the next two (2) year period thereafter, on a quarterly basis, rounded down to the nearest whole share, provided, that with respect to the last such quarterly installment, the number of Dana's 2024 Options that vest in the installment shall be such that Ms.

Yaacov-Garbeli will be fully vested in the total number of Dana's 2024 Options listed above as of such applicable quarterly anniversary (i.e., such that one hundred percent (100%) of Dana's 2024 Options shall become fully vested on April 19, 2027);

provided further, however, that in the event of a Change in Control (as defined in the 2018 Plan) in which Ms.

Yaacov-Garbeli continues to provide services to the Company on the date of consummation of such Change in Control, 100% of any unvested Dana's 2024 Options at the time of the consummation of such Change in Control shall become fully vested and exercisable.

The expiration date of Dana's 2024 Options shall be April 19, 2034, or such earlier date in accordance with the 2018 Plan or the Company's option agreement.

Dana's 2024 RSUs shall vest over a one (1) year period, with 100% of Dana's 2024 RSUs vesting in four substantially equal portions over the 12 month period following April 19, 2024, on a quarterly basis, rounded down to the nearest whole share, provided, that with respect to the last such quarterly installment, the number of Dana's 2024 RSUs that vest in the installment shall be such that Ms.

Yaacov-Garbeli will be fully vested in the total number of Dana's 2024 RSUs listed above as of such applicable quarterly anniversary (i.e., such that one hundred percent (100%) of Dana's 2024 RSUs shall become fully vested on April 19, 2025);

provided further, however, that in the event of the Change in Control in which Ms.

Yaacov-Garbeli continues to provide services to the Company on the date of consummation of such Change in Control, 100% of any unvested Dana's 2024 RSUs at the time of the consummation of such Change in Control shall become fully vested.

Employee Equity Incentive Plans

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In our shareholders meeting held September 7, 2022, our shareholders approved an amendment to the 2018 Plan to increase the number of Ordinary Shares issuable under the 2018 Plan by a one-time additional amount of 576,188 Ordinary Shares.

In our shareholders meeting held July 31, 2024, our shareholders approved an amendment to the 2018 Plan to increase the number of Ordinary Shares issuable under the 2018 Plan by a one-time additional amount of 1,788,515 Ordinary Shares.

As of December 31, 2024, a total of 2,068,226 Ordinary Shares representing 5.3% of the total outstanding shares as of that date remained available for issuance under the 2018 Plan.

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5% or Greater Shareholders (other than directors and executive officers)

D.N.A Biomedical Solutions Ltd.(1)

Gakasa Holdings LLC (1)

D.N.A Biomedical Solutions Ltd.

OPKO Health Inc, (3)

Point72 Asset Management, L.P (4)

Centillion Fund (5)

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Yonatan Malca (10)

Ron Mayron(11)

Dana Yaacov-Garbeli (12)

Arthur Santora(13)

Gregory Burshtein (13)

Haya Taitel (14)

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* Less than 1%

Pursuant to the Schedule 13G/A filed with the SEC on November 14, 2024 regarding Gasaka Holdings LLC's holdings.

This consists of:

(i) 5,534,275 Ordinary Shares, (ii) 347,604 Ordinary Shares underlying Pre-Funded Warrants (iii) 1,197,604 Ordinary Shares underlying warrant to acquire Ordinary Shares.

Gasaka Holdings LLC's address is at 201 S.

Biscayne Blvd suite 800, Miami, FL 33131.

D.N.A Biomedical Solutions Ltd.’s holdings consisted of 3,762,960 Ordinary Shares.

D.N.A’s address is at Shimon Hatarsi 43 St., Tel Aviv, Israel.

Pursuant to the Schedule 13G filed with the SEC on January 6, 2025 regarding Point72 Asset Management, L.P.’s holdings.

Beneficial ownership includes 2,701,560 Ordinary Shares.

This consists of:

(i) 3,534,275 ordinary shares, (ii) 347,604 ordinary shares underlying Pre-Funded Warrants and (iii) 1,197,604 shares underlying Ordinary Share Warrants.

The Pre-Funded Warrants and Ordinary Share Warrants beneficially owned by Gakasa Holdings LLC prohibit the exercise thereof if, after giving effect to such exercise, the holder, including any person whose beneficial ownership would be attributable to the holder, would exceed 9.99%.

Based on the Schedule 13G/A filed by Centillion Fund Inc.

with the SEC on November 18, 2022 regarding its holdings as of August 31, 2022.

Point72 Asset Management, L.P's address is at 72 Cumming point road, Stamford, CT 06902.

OPKO Health Inc.

holdings consisted of 3,865,226 Ordinary Shares.

Pursuant to the Schedule 13G/A filed by Centillion Fund Inc.

with the SEC on August 20, 2024 regarding its holdings.

As of July 19, 2024, Mr.

Renat Yliagoyev purchased 100% of Centillion Fund, Inc.

In addition, Mr.

Yliagoyev maintains warrants to purchase up to 179,640 Ordinary Shares, at $0.71 per Ordinary Share, as disclosed in the Company’s Form 8-K filed on December 30, 2023 (the “Warrants”).

The Warrants are exercisable for five (5) years from issuance.

While the Warrants are not held in the name of Centillion Funds, Inc., and have not been exercised, given that Mr.

Yliagoyev may be deemed as a control person, the number of shares he may ultimately be in control of is 2,576,593.

Centillion Fund Inc’s address is 10 Manoel Street, Castries, Saint Lucia LC04 101.

Consists of (i) 110,752 Ordinary Shares and (ii) 23,952 Ordinary Shares underlying warrants to acquire Ordinary Shares (iii) 718,908 Ordinary Shares underlying options to acquire Ordinary Shares

Consists of (i) 4,940 Ordinary Shares and (ii) 588,974 Ordinary Shares underlying options to acquire Ordinary Shares.

Consists of (i) 110,752 Ordinary Shares and (ii) 23,952 Ordinary Shares underlying warrants to acquire Ordinary Shares (iii) 124,121Ordinary Shares underlying RSUs to acquire Ordinary Shares (iv) 1,306,214 Ordinary Shares underlying options to acquire Ordinary Shares.

Consists of (i) 301,008 Ordinary Shares and (ii) 23,952 Ordinary Shares underlying warrants to acquire Ordinary Shares (iii) 381,548 Ordinary Shares underlying options to acquire Ordinary Shares.

Consists of (i) 34,106 Ordinary Shares and (ii) 351,250 Ordinary Shares underlying options to acquire Ordinary Shares.

Consists of (i) 102,100 Ordinary Shares and (ii) 266,282 Ordinary Shares underlying options to acquire Ordinary Shares

Consists of (i) 10,000 Ordinary Shares and (ii) 266,282 Ordinary Shares underlying options to acquire Ordinary Shares.

Consists of (i) 7,232 Ordinary Shares and (ii) 266,282 Ordinary Shares underlying options to acquire Ordinary Shares.

Consists of (i) 34,106 Ordinary Shares and (ii) 30,151 Ordinary Shares underlying RSUs to acquire Ordinary Shares (iii) 493,333 Ordinary Shares underlying options to acquire Ordinary Shares (9)Consists of (i) 134,727 Ordinary Shares and (ii) 381,548 Ordinary Shares underlying options to acquire Ordinary Shares.

Consists of (i) 47,259 Ordinary Shares and (ii) 381,548 Ordinary Shares underlying options to acquire Ordinary Shares.

Consists of (i) 46,936 Ordinary Shares and (ii) 381,548 Ordinary Shares underlying options to acquire Ordinary Shares.

Consists of (i) 79,191 Ordinary Shares and (ii) 7,538 Ordinary Shares underlying RSUs to acquire Ordinary Shares (iii) 319,583 Ordinary Shares underlying options to acquire Ordinary Shares..

Consists of 231,276 Ordinary Shares underlying options to acquire Ordinary Shares.

Consists of (i) 64,650 Ordinary Shares (ii) 135,082 Ordinary Shares underlying options to acquire Ordinary Shares.

Consists of (i) 602,471 ordinary Shares (ii) 47,904 Ordinary Shares underlying warrant to acquire Ordinary Shares and (iii) options to acquire 3,299,785 Ordinary Shares.

Consists of (i) 818,629 Ordinary Shares (ii) 47,904 Ordinary Shares underlying warrant to acquire Ordinary Shares and (iii) 186,936 RSUs to acquire Ordinary Shares (iv) 3,986.554 Ordinary Shares underlying options to acquire Ordinary Shares.

Securities Authorized for Issuance under Equity Compensation Plans

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The Board has affirmatively determined that the following Directors are “independent” as of the date of this Annual Report as defined in the listing standards of Nasdaq:

Gerald Lieberman, Ron Mayron, Gerald M.

Gerald Lieberman, Gerald M.

Ostrov, Sean Ellis, Yonatan Malca and Haya Taitel.

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PRINCIPAL ACCOUNTING FEES AND SERVICES

Kesselman & Kesselman (a member firm of PricewaterhouseCoopers International Limited) has served as our independent registered public accounting firm for 2023 and 2022.

Kesselman & Kesselman, Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers International Limited, an independent registered public accounting firm has served as our independent registered public accounting firm for 2024 and 2023.

The following table sets forth fees billed to us by our independent registered public accounting firm during the fiscal years ended December 31, 2024 and 2023 for (i) services rendered for the audit of our annual financial statements and the review of our quarterly financial statements;

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Amendment to Employment Agreement, dated January 30, 2024, by and between Entera Bio Ltd.

and Miranda Toledano.

and Miranda Toledano (incorporated by reference to Exhibit 10.10 to the Form 10-K filed with the SEC on March 8, 2024)

Consulting agreement, dated June 2, 2019, between Entera Bio Ltd.

and Dana Yaacov Garbeli (through A2Z Finance Ltd.), as amended.

and Dana Yaacov Garbeli (through A2Z Finance Ltd.), as amended (incorporated by reference to Exhibit 10.11 to the Form 10-K filed with the SEC on March 8, 2024)

Employment Agreement, dated as of June 8, 2014, between Entera Bio Ltd.

Hillel Galitzer, as amended.

and Hillel Galitzer, as amended.

(incorporated by reference to Exhibit 10.12 to the Form 10-K filed with the SEC on December March 8, 2024)

Entera Bio Ltd.

Insider Trading Policy

List of Subsidiaries

Consent of Kesselman & Kesselman, an independent registered public accounting firm in Israel and a member of PricewaterhouseCoopers International Limited.

Consent of Kesselman & Kesselman firm, Certified Public Accountants (Isr.), a member of PricewaterhouseCoopers International Limited, independent registered public accounting firm.

Certification of Principal Executive Officer of Entera Bio Ltd.

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Entera Bio Ltd.

Executive Officer Clawback Policy, effective as of November 30, 2023

Executive Officer Clawback Policy, effective as of November 30, 2023 (incorporated by reference to Exhibit 97 to the Form 10-K filed with the SEC on March 8, 2024)

Inline XBRL Instance Document

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Miranda Toledano

Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes and appoints each of Miranda Toledano and Dana Yaacov-Garbelli, or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstituting, for such person and in his name, place and stead, in any and all capacities, to sign this Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Chief Executive Officer and Director

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes and appoints each of Miranda Toledano and Dana Yaacov-Garbeli, or any of them, each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstituting, for such person and in his name, place and stead, in any and all capacities, to sign this Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

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Gerald Lieberman

March 8, 2024

/s/ Ron Mayron

March 8, 2024

/s/ Yonatan Malca

8 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures