Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
On May 11, 2022, the Board of Directors (the "Board") of Entera Bio Ltd., a
company organized under the laws of the State of Israel (the "Company"),
appointed Ms. Miranda J. Toledano, one of the Company's existing directors, to
serve as the Company's Chief Business Officer, Chief Financial Officer and Head
of Corporate Strategy, effective as of May 16, 2022 (the "Effective Date"). In
connection with Ms. Toledano's appointment, the Board determined that Ms.
Toledano will serve as the Company's principal financial officer effective as of
the Effective Date. Dana Yaacov-Garbeli, the Company's Israel-based Chief
Financial Officer, will remain in her current role, including as the Company's
principal accounting officer; however, as of the Effective Date, Ms.
Yaacov-Garbeli will no longer be the Company's principal financial officer given
Ms. Toledano's appointment.
In connection with Ms. Toledano's appointment as an officer of the Company, the
Board determined that Ms. Toledano no longer meets the independence standards
under the listing rules of the Nasdaq Stock Market. As a result, as of the
Effective Date, Ms. Toledano no longer serves as a member of the Company's
Compensation Committee or Audit Committee. The Board anticipates filling the
resulting vacancies on both committees with one or more current independent
Ms. Toledano, who is 45 years old, has served as a member of our Board since
September 2018. Ms. Toledano has over 20 years of strategic C-level leadership,
principal investment and Wall Street and capital market experience in the
biotech sector. Since its founding in 2018, she served as Chief Operating
Officer, Chief Financial Officer and Director of TRIGR Therapeutics, an oncology
focused, clinical stage bispecific antibody company acquired by Compass
Therapeutics (Nasdaq: CMPX) in June 2021. Previously, Ms. Toledano served a
short term on the executive management team of Sorrento Therapeutics (Nasdaq:
SRNE) as EVP Strategy/Corporate Development where she helped drive the Company's
hematology/oncology (IO mAbs, ADC), cellular therapy (CD-38 CAR-T, oncolytic
virus) and pain franchises. From 2012 to 2016, Ms. Toledano served as Head of
Healthcare Investment Banking at MLV & Co. (acquired by B. Riley FBR & Co.),
where she completed biotech equity financings (IPO, ATM, follow-on) totaling
over $4 billion in aggregate value. From 2004 until 2010, Ms. Toledano served as
VP in the investment group of Royalty Pharma (Nasdaq: RPRX), where she focused
on oncology/hematology and auto-immune monoclonal antibody investments. Ms.
Toledano currently serves as a member of our board of directors as well as a
member of the board of directors of Compass Therapeutics (Nasdaq: CMPX), Journey
Medical (Nasdaq: DERM) and NEXGEL (Nasdaq: NXGL). From 1998 to 2003, Ms.
Toledano led the Life Sciences Corporate Finance group at Ernst & Young
(Israel). Ms. Toledano holds a BA in Economics from Tufts University and an MBA
in Finance and Entrepreneurship from the NYU Stern School of Business.
In connection with Ms. Toledano's appointment, Ms. Toledano entered into an
employment agreement (the "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. Additionally, Ms. Toledano is entitled to a grant of options pursuant to
the Company's 2018 Equity Incentive Plan to purchase 500,000 shares of the
Company's ordinary shares, par value NIS 0.0000769 per share, at an exercise
price of $2.02 per share, the closing price of the ordinary shares on the date
the option was approved by the Board. The options will vest over four years,
with 25% of the options vesting on May 16, 2023 and the remaining 75% vesting in
quarterly increments over the remaining three-year period, subject to Ms.
Toledano's continued employment. In addition, Ms. Toledano will be eligible to
receive an annual bonus in an amount equal to 50% of her annual base salary.
Under the Employment Agreement, Ms. Toledano has also agreed to customary
non-disclosure and non-competition covenants, and either party may terminate the
Employment Agreement upon at least one month's written notice. In the event Ms.
Toledano's employment is terminated by the Company for any reason other than for
Cause (as defined in the Employment Agreement), Ms. Toledano would be entitled
to receive a one-time separation payment in the total amount of 3 months of
salary, subject to the execution of a customary separation agreement.
Ms. Toledano's compensation terms, as described above, are subject to approval
by the Company's shareholders under applicable Israeli law, which the Company
expects to seek at its next annual meeting of shareholders.
The foregoing description of the Employment Agreement is only a summary and is
qualified in its entirety by reference to the complete text of the Employment
Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on
form 8-K and incorporated by reference in this Item 5.02.
Other than as described in this Current Report on Form 8-K, there are no
arrangements or understandings between Ms. Toledano and any other person
pursuant to which Ms. Toledano was selected as an officer of the Company. Since
the beginning of the Company's last fiscal year, the Company has not engaged in
any transaction, or any currently proposed transaction, in which Ms. Toledano
had or will have a direct or indirect material interest in which the amount
involved exceeded or would exceed $120,000.
Mr. Ramesh Ratan, the Company's prior U.S.-based Chief Financial Officer, no
longer maintains a role at the Company. The Board thanks him for his
contributions to the Company.
Item 9.01 Financial Statements and Exhibits.
Employment Agreement, effective as of May 16, 2022 by and between
10.1* Entera Bio Ltd. and Miranda J. Toledano
Cover Page Interactive Data File (embedded within the Inline XBRL
* Management contract or compensation plan or arrangement.
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