UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
ENTERA BIO LTD.
(Name of Issuer)
Ordinary Shares, par value of NIS
0.0000769 per share
(Title of Class of Securities)
M40527109
(CUSIP Number)
December 31, 2018
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
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*
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with
respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. M40527109
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13G
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Page 2 of 6 Pages
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1
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NAME OF REPORTING PERSON
D.N.A Biomedical Solutions Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
3,978,780 (*)
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
3,978,780 (*)
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,978,780 (*)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
34.72% (*) (**)
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12
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TYPE OF REPORTING PERSON
CO
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(*) The beneficial ownership of the securities reported herein is described in Item 4(a).
(**) Based on 11,459,780 ordinary shares outstanding as of December 31, 2018, as reported by the issuer.
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CUSIP No. M40527109
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13G
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Page 3 of 6 Pages
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1
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NAME OF REPORTING PERSON
Zeev Bronfeld
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
3,978,780 (*)
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
3,978,780 (*)
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,978,780 (*)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
34.72% (*) (**)
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12
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TYPE OF REPORTING PERSON
IN
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(*) The beneficial ownership of the securities reported herein is described in Item 4(a).
(**) Based on 11,459,780 ordinary shares outstanding as of December 31, 2018, as reported by the issuer.
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CUSIP No. M40527109
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13G
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Page 4 of 6 Pages
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| Item 1(a). | Name of Issuer |
Entera Bio Ltd.
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Item 1(b).
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Address of Issuer’s
Principal Executive Offices
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Kiryat Hadassah, Minrav Building - Fifth Floor, Jerusalem 9112002 Israel
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Item 2(a).
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Name of Person Filing
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D.N.A Biomedical Solutions Ltd.
Zeev Bronfeld
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Item 2(b).
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Address of
Principal Business Office or, if none, Residence
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D.N.A Biomedical Solutions Ltd. – 43 Hatarsi
St., Tel Aviv 6249245 Israel
Zeev Bronfeld – 6 Ori St., Tel Aviv 6495406 Israel
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Item 2(c).
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Citizenship
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D.N.A Biomedical Solutions Ltd. – Israel.
Zeev Bronfeld – Israel.
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Item 2(d).
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Title of Class of
Securities
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Ordinary Shares, par value of NIS 0.0000769 per share
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Item 2(e).
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CUSIP Number
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M40527109
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Item 3.
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Not applicable
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Item 4.
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Ownership
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(a).
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Amount beneficially
owned
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See rows 5-9 of cover page of each reporting person
Zeev Bronfeld is the controlling shareholder of D.N.A Biomedical Solutions
Ltd. By reason of such control, Zeev Bronfeld may be deemed to be beneficial owner of, and to share the power to vote and dispose of, the shares beneficially owned by D.N.A Biomedical Solutions Ltd. Mr. Bronfeld disclaims beneficial ownership of
the shares held by D.N.A Biomedical Solutions Ltd.
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(b).
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Percent of Class
See row 11 of cover page of each reporting person.
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CUSIP No. M40527109
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13G
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Page 5 of 6 Pages
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(c).
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Number of shares as
to which such person has:
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(i)
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sole power to vote or to direct the vote: see row 5 of cover page of each reporting person
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(ii)
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shared power to vote or to direct the vote: see row 6 of cover page of each reporting person
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(iii)
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sole power to dispose or to direct the disposition of: see row 7 of cover page of each reporting person
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(iv)
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shared power to dispose or to direct the disposition of: see row 8 of cover page of each reporting person
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Item 5.
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Ownership of Five
Percent or Less of a Class
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Not applicable.
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Item 6.
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Ownership of More
than Five Percent on Behalf of Another Person
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Not applicable.
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Item 7.
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Identification and
Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
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Not applicable.
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Item 8.
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Identification and
Classification of Members of the Group
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Not applicable.
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Item 9.
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Notice of
Dissolution of Group
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Not applicable.
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Item 10.
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Certification
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Not applicable.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set
forth in this Statement is true, complete and correct.
Dated: February 14, 2019
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Zeev Bronfeld
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D.N.A Biomedical Solutions Ltd.
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By: /s/ Zeev
Bronfeld
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By: /s/ Tony Klein
Name: Tony Klein
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Title: CFO
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EXHIBIT NO. DESCRIPTION
| Exhibit 1 |
Agreement of Joint Filing by and among D.N.A Biomedical Solutions Ltd. and Zeev Bronfeld, dated as of February 14, 2019.
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Exhibit 1
Joint Filing Agreement
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned
hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of Entera Bio Ltd. Each of them is responsible for the timely filing of
such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the
other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. In accordance with Rule 13d-1(k)(1), the undersigned hereby agree to the joint filing with each other on behalf of each of
them of such a statement on Schedule 13G and any amendments thereto with respect to the equity securities (as defined in Rule 13d-1(i)) of the issuer, beneficially owned by each of them. This Joint Filing Agreement shall be included as an
exhibit to such Schedule 13G and any amendments thereto.
This agreement may be executed in any number of counterparts, each of which shall be deemed an
original.
February 14, 2019
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D.N.A Biomedical Solutions Ltd.
By: /s/ Tony
Klein
Name: Tony Klein
Title: CFO
Zeev Bronfeld
By: /s/ Zeev
Bronfeld
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