Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Appointment of Chief Executive Officer
On July 13, 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 Miranda J. Toledano, one of the Company's existing directors and the
Company's Chief Business Officer, Chief Financial Officer and Head of Corporate
Strategy, as the Company's Chief Executive Officer (principal executive
officer), which appointment became effective on July 15, 2022 concurrently with
the effectiveness of the separation from the Company of Dr. Spiros Jamas, as
described below.
Ms. Toledano, who is 45 years old, has served as a member of the Board since
September 2018, as a Member of the Scientific Advisory Committee of the Board
since February 2022 and has been the Company's Chief Business Officer, Chief
Financial Officer and Head of Corporate Strategy since May 2022. Ms. Toledano
has over 20 years of strategic C-level leadership, principal investment and Wall
Street and capital market experience in the biotech sector. Previously, Ms.
Toledano 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. At TRIGR,
Ms. Toledano 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. Previously, Ms. Toledano served as Head of Healthcare
Investment Banking at MLV & Co. (acquired by B. Riley FBR & Co.), where she
completed biotech equity financings (IPOs, ATMs, and follow-ons) totaling over
$4 billion in aggregate value. Earlier in her career, Ms. Toledano served as
vice president in the investment group of Royalty Pharma (Nasdaq: RPRX). Ms.
Toledano is also a member of the board of directors of Journey Medical (Nasdaq:
DERM) and NEXGEL (Nasdaq: NXGL). Ms. Toledano holds a B.A. 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 as 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
Ms. Toledano's original employment agreement, dated as of May 16, 2022 (the
"Prior Employment Agreement"). The material terms of the Prior Employment
Agreement remain unchanged, except that the A&R Employment Agreement provides
for (i) Ms. Toledano's service as Chief Executive Officer, (ii) an annual
employer cost of $380,000 inclusive of base salary, pension payments, severance
and disability benefits as required under Israeli law, (iii) eligibility to
receive an annual bonus in an amount equal to 60% of Ms. Toledano's annual base
salary, (iv) a one-time separation payment in the total amount of 12 months of
salary and an extension of the exercise period with respect to vested options
for a period of up to two-years post-termination, in each case in the event of
the termination of Ms. Toledano's employment by the Company for any reason other
than for Cause (as defined in the A&R Employment Agreement), (v) an additional
grant of options (the "Options") pursuant to the Company's 2018 Equity Incentive
Plan to purchase 600,000 ordinary shares, par value NIS 0.0000769 per share
("ordinary shares"), of the Company at an exercise price of $1.40, which was the
closing price of the ordinary shares on the date the Board approved such option
grant and (vi), upon the Company's achievement of certain performance or
financial milestones, a grant of options (the "Additional Options") to purchase
an additional 200,000 ordinary shares pursuant to the Company's 2018 Equity
Incentive Plan at an exercise price equal to the closing price of the ordinary
shares on the date the Board approves such option grant. The Options will vest
over four years, with 25% of the Options vesting on July 15, 2023 and the
remaining 75% vesting in quarterly increments over the remaining three-year
period, subject to Ms. Toledano's continued employment. The Additional Options
will vest over four years, with 25% of the Additional Options vesting on the
first anniversary of the grant date and the remaining 75% vesting in quarterly
increments over the remaining three-year period, subject to Ms. Toledano's
continued employment.
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 A&R Employment Agreement is only a summary and
is qualified in its entirety by reference to the full text of the A&R 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.
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There are no family relationships between Ms. Toledano and any director or
executive officer of the Company, and, except as described in this Current
Report on Form 8-K, Ms. Toledano does not have any other direct or indirect
material interest in any transaction or proposed transaction required to be
reported under Item 404(a) of Regulation S-K. There are no arrangements or
understandings between Ms. Toledano and any other persons pursuant to which she
was selected as Chief Executive Officer.
Appointment of Chief Financial Officer
In connection with her appointment as Chief Executive Officer, Ms. Toledano will
no longer serve as the Company's Chief Financial Officer (principal financial
officer) effective on July 15, 2022. On July 13, 2022, the Board appointed Dana
Yaacov-Garbeli, who is the Company's Israel-based Chief Financial Officer and
principal accounting officer, to serve as the Company's Chief Financial Officer
(principal financial officer) effective on July 15, 2022.
Ms. Yaacov-Garbeli, who is 38 years old, has served as the Company's
Israel-based Chief Financial Officer since June 2019. Ms. Yaacov-Garbeli has
over 15 years of chief finance and accounting experience. She previously served
as Senior Manager at PwC Israel overseeing audits of public and private
companies. She is an expert in financial planning, operations management,
external and internal audit for public multinational companies under US GAAP,
IFRS and PCAOB standards. Ms. Yaacov-Garbeli is also a partner at A2Z-Finance, a
company that provides financial and accounting services. Ms. Yaacov-Garbeli
holds a B.A in accounting and business management and an MBA in financial
management from The College of Management and Academic studies. Ms.
Yaacov-Garbeli is a Certified Public Accountant in Israel.
There are no family relationships between Ms. Yaacov-Garbeli and any director or
executive officer of the Company, and Ms. Yaacov-Garbeli does not have any
direct or indirect material interest in any transaction or proposed transaction
required to be reported under Item 404(a) of Regulation S-K. There are no
arrangements or understandings between Ms. Yaacov-Garbeli any other persons
pursuant to which she was selected as Chief Financial Officer.
Separation of Dr. Spiros Jamas
On July 13, 2022, the Company and Dr. Spiros Jamas, the Company's former Chief
Executive Officer, entered into a mutual separation agreement (the "Separation
Agreement"), pursuant to which the parties agreed that Dr. Jamas would resign
from his position as the Company's Chief Executive Officer, effective July 15,
2022 (the "Separation Date"). Pursuant to the Separation Agreement, Dr. Jamas'
employment agreement, dated November 30, 2020, terminated, other than with
respect to those provisions intended to survive termination, including those
with respect to confidentiality, non-competition, non-solicitation and
intellectual property.
Pursuant to the terms of the Separation Agreement, Dr. Jamas is entitled to
receive payment for all accrued but unpaid base salary through the Separation
Date, unused paid time off through the Separation Date, reimbursement for
unreimbursed business expenses properly incurred pursuant to the Company's
applicable expense reimbursement policy, and benefits provided under the
Company's employee benefit plan. In addition, in consideration for Dr. Jamas'
execution of the Separation Agreement and non-revocation of a waiver and release
of claims relating thereto, Dr. Jamas will be entitled to the following benefits
under the Separation Agreement:
• a one-time lump sum payment of Dr. Jamas' annual base salary for a period of
thirteen (13) months, for a total gross amount equal to $411,666.67, after the
expiration of the revocation period;
• an extension of the exercise period for the vested portion of the share option
granted to Dr. Jamas on January 4, 2021 pursuant to the terms of the Company's
2018 Equity Incentive Plan, representing collectively 492,832 ordinary shares,
through the end of a two-year period commencing on the Separation Date.
Under the Separation Agreement, Dr. Jamas has agreed to cooperate with and
assist the Company regarding certain matters and transitioning his employment
duties and responsibilities. Subject to certain exceptions and limitations, the
Separation Agreement includes a general release of claims by Dr. Jamas in favor
of the Company and certain related persons and parties, and customary
non-disparagement provisions. The Separation Agreement also includes certain
other customary representations, warranties and covenants of Dr. Jamas. The
Separation Agreement supersedes all other agreements or arrangements between Dr.
Jamas and the Company regarding the subject matter of the agreement, including
those with respect to severance payments and benefits.
The foregoing description of the Separation Agreement is only a summary and is
qualified in its entirety by reference to the full text of the Separation
Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on
Form 8-K and incorporated by reference in this Item 5.02.
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Item 9.01 Exhibits
(d) Exhibits.
Exhibit
Number Exhibit
10.1 Amended and Restated Employment Agreement, dated July 15, 2022, by
and between Entera Bio Ltd. and Miranda Toledano
10.2 Mutual Separation Agreement, dated July 13, 2022, by and between
Entera Bio Ltd. and Dr. Spiros Jamas.
104 Cover Page Interactive Data File.
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