SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Under the Securities Exchange Act of 1934
ENTERA BIO LTD.
(Name of Issuer)
Ordinary
Shares, nominal 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) |
* 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 the disclosures provided in a prior cover page.
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).
| CUSIP No. M40527109 | 13G | Page 2 of 14 Pages |
1.
|
Names of Reporting Persons
Pontifax (Israel) 4, Limited Partnership | |
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
(a) ☐ (b) ☐
|
3. |
SEC Use Only
| |
4.
|
Citizenship or Place of Organization
Israel | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5.
|
Sole Voting Power
420,9401 |
6.
|
Shared Voting Power
0 | |
7.
|
Sole Dispositive Power
420,9401 | |
8.
|
Shared Dispositive Power
0 |
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
420,9401 | |
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
☐ |
11.
|
Percent of Class Represented by Amount in Row (9)
3.6% | |
12.
|
Type of Reporting Person (See Instructions)
PN | |
| 1. | Consists of 300,690 ordinary shares owned by Pontifax (Israel) 4, Limited Partnership and warrants to purchase 120,250 ordinary shares exercisable within 60 days of December 31, 2018. Pontifax 4 GP, Limited Partnership is the general partner of Pontifax (Israel) 4, Limited Partnership, Pontifax (Cayman) IV, L.P. and Pontifax (China) IV, L.P. Pontifax Management 4 GP (2015) Ltd. is the general partner of Pontifax 4 GP, Limited Partnership. Ran Nussbaum and Tomer Kariv are directors of Pontifax IV G.P. (2015) Ltd. |
| CUSIP No. M40527109 | 13G | Page 3 of 14 Pages |
1.
|
Names of Reporting Persons
Pontifax (Cayman) IV, L.P. | |
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
(a) ☐ (b) ☐
|
3. |
SEC Use Only
| |
4.
|
Citizenship or Place of Organization
Cayman Islands | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5.
|
Sole Voting Power
205,0101 |
6.
|
Shared Voting Power
0 | |
7.
|
Sole Dispositive Power
205,0101 | |
8.
|
Shared Dispositive Power
0 |
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
205,0101 | |
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
☐ |
11.
|
Percent of Class Represented by Amount in Row (9)
1.8% | |
12.
|
Type of Reporting Person (See Instructions)
PN | |
| 1. | Consists of 146,380 ordinary shares owned by Pontifax (Cayman) IV, L.P. and warrants to purchase 58,630 ordinary shares exercisable within 60 days of December 31, 2018. Pontifax 4 GP, Limited Partnership is the general partner of Pontifax (Israel) 4, Limited Partnership, Pontifax (Cayman) IV, L.P. and Pontifax (China) IV, L.P. Pontifax Management 4 GP (2015) Ltd. is the general partner of Pontifax 4 GP, Limited Partnership. Ran Nussbaum and Tomer Kariv are directors of Pontifax IV G.P. (2015) Ltd. |
| CUSIP No. M40527109 | 13G | Page 4 of 14 Pages |
1.
|
Names of Reporting Persons
Pontifax (China) IV, L.P. | |
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
(a) ☐ (b) ☐
|
3. |
SEC Use Only
| |
4.
|
Citizenship or Place of Organization
Cayman Islands | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5.
|
Sole Voting Power
227,5001 |
6.
|
Shared Voting Power
0 | |
7.
|
Sole Dispositive Power
227,5001 | |
8.
|
Shared Dispositive Power
0 |
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
227,5001 | |
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
☐ |
11.
|
Percent of Class Represented by Amount in Row (9)
2.0% | |
12.
|
Type of Reporting Person (See Instructions)
PN | |
| 1. | Consists of 162,500 ordinary shares owned by Pontifax (China) IV, L.P. and warrants to purchase 65,000 ordinary shares exercisable within 60 days of December 31, 2018. Pontifax 4 GP, Limited Partnership is the general partner of Pontifax (Israel) 4, Limited Partnership, Pontifax (Cayman) IV, L.P. and Pontifax (China) IV, L.P. Pontifax Management 4 GP (2015) Ltd. is the general partner of Pontifax 4 GP, Limited Partnership. Ran Nussbaum and Tomer Kariv are directors of Pontifax IV G.P. (2015) Ltd. |
| CUSIP No. M40527109 | 13G | Page 5 of 14 Pages |
1.
|
Names of Reporting Persons
Ran Nussbaum | |
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
(c) ☐ (d) ☐
|
3. |
SEC Use Only
| |
4.
|
Citizenship or Place of Organization
Israel | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5.
|
Sole Voting Power
0 |
6.
|
Shared Voting Power
853,4501 | |
7.
|
Sole Dispositive Power
0 | |
8.
|
Shared Dispositive Power
853,4501 |
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
853,4501 | |
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
☐ |
11.
|
Percent of Class Represented by Amount in Row (9)
7.3% | |
12.
|
Type of Reporting Person (See Instructions)
IN | |
| 1. | Consists of (a) 300,690 ordinary shares owned by Pontifax (Israel) 4, Limited Partnership and warrants to purchase 120,250 ordinary shares exercisable within 60 days of December 31, 2018, (b) 146,380 ordinary shares owned by Pontifax (Cayman) IV, L.P. and warrants to purchase 58,630 ordinary shares exercisable within 60 days of December 31, 2018, and (c) 162,500 ordinary shares owned by Pontifax (China) IV, L.P. and warrants to purchase 65,000 ordinary shares exercisable within 60 days of December 31, 2018. Pontifax 4 GP, Limited Partnership is the general partner of Pontifax (Israel) 4, Limited Partnership, Pontifax (Cayman) IV, L.P. and Pontifax (China) IV, L.P. Pontifax Management 4 GP (2015) Ltd. is the general partner of Pontifax 4 GP, Limited Partnership. Ran Nussbaum and Tomer Kariv are directors of Pontifax IV G.P. (2015) Ltd. |
| CUSIP No. M40527109 | 13G | Page 6 of 14 Pages |
1.
|
Names of Reporting Persons
Tomer Kariv | |
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
(e) ☐ (f) ☐
|
3. |
SEC Use Only
| |
4.
|
Citizenship or Place of Organization
Israel | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5.
|
Sole Voting Power
0 |
6.
|
Shared Voting Power
853,4501 | |
7.
|
Sole Dispositive Power
0 | |
8.
|
Shared Dispositive Power
853,4501 |
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
853,4501 | |
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
☐ |
11.
|
Percent of Class Represented by Amount in Row (9)
7.3% | |
12.
|
Type of Reporting Person (See Instructions)
IN | |
| 1. | Consists of (a) 300,690 ordinary shares owned by Pontifax (Israel) 4, Limited Partnership and warrants to purchase 120,250 ordinary shares exercisable within 60 days of December 31, 2018, (b) 146,380 ordinary shares owned by Pontifax (Cayman) IV, L.P. and warrants to purchase 58,630 ordinary shares exercisable within 60 days of December 31, 2018, and (c) 162,500 ordinary shares owned by Pontifax (China) IV, L.P. and warrants to purchase 65,000 ordinary shares exercisable within 60 days of December 31, 2018. Pontifax 4 GP, Limited Partnership is the general partner of Pontifax (Israel) 4, Limited Partnership, Pontifax (Cayman) IV, L.P. and Pontifax (China) IV, L.P. Pontifax Management 4 GP (2015) Ltd. is the general partner of Pontifax 4 GP, Limited Partnership. Ran Nussbaum and Tomer Kariv are directors of Pontifax IV G.P. (2015) Ltd. |
| CUSIP No. M40527109 | 13G | Page 7 of 14 Pages |
1.
|
Names of Reporting Persons
Pontifax 4 GP, Limited Partnership | |
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
(g) ☐ (h) ☐
|
3. |
SEC Use Only
| |
4.
|
Citizenship or Place of Organization
Israel | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5.
|
Sole Voting Power
0 |
6. |
Shared Voting Power
853,4501 | |
7.
|
Sole Dispositive Power
0 | |
8.
|
Shared Dispositive Power
853,4501 |
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
853,4501 | |
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
☐ |
11.
|
Percent of Class Represented by Amount in Row (9)
7.3% | |
12.
|
Type of Reporting Person (See Instructions)
PN | |
| 1. | Consists of (a) 300,690 ordinary shares owned by Pontifax (Israel) 4, Limited Partnership and warrants to purchase 120,250 ordinary shares exercisable within 60 days of December 31, 2018, (b) 146,380 ordinary shares owned by Pontifax (Cayman) IV, L.P. and warrants to purchase 58,630 ordinary shares exercisable within 60 days of December 31, 2018, and (c) 162,500 ordinary shares owned by Pontifax (China) IV, L.P. and warrants to purchase 65,000 ordinary shares exercisable within 60 days of December 31, 2018. Pontifax 4 GP, Limited Partnership is the general partner of Pontifax (Israel) 4, Limited Partnership, Pontifax (Cayman) IV, L.P. and Pontifax (China) IV, L.P. Pontifax Management 4 GP (2015) Ltd. is the general partner of Pontifax 4 GP, Limited Partnership. Ran Nussbaum and Tomer Kariv are directors of Pontifax IV G.P. (2015) Ltd. |
| CUSIP No. M40527109 | 13G | Page 8 of 14 Pages |
1.
|
Names of Reporting Persons
Pontifax Management 4 GP (2015) Ltd. | |
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
(i) ☐ (j) ☐
|
3. |
SEC Use Only
| |
4.
|
Citizenship or Place of Organization
Israel | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5.
|
Sole Voting Power
0 |
6.
|
Shared Voting Power
853,4501 | |
7. |
Sole Dispositive Power
0 | |
8.
|
Shared Dispositive Power
853,4501 |
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
853,4501 | |
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
☐ |
11.
|
Percent of Class Represented by Amount in Row (9)
7.3% | |
12.
|
Type of Reporting Person (See Instructions)
CO | |
| 1. | Consists of (a) 300,690 ordinary shares owned by Pontifax (Israel) 4, Limited Partnership and warrants to purchase 120,250 ordinary shares exercisable within 60 days of December 31, 2018, (b) 146,380 ordinary shares owned by Pontifax (Cayman) IV, L.P. and warrants to purchase 58,630 ordinary shares exercisable within 60 days of December 31, 2018, and (c) 162,500 ordinary shares owned by Pontifax (China) IV, L.P. and warrants to purchase 65,000 ordinary shares exercisable within 60 days of December 31, 2018. Pontifax 4 GP, Limited Partnership is the general partner of Pontifax (Israel) 4, Limited Partnership, Pontifax (Cayman) IV, L.P. and Pontifax (China) IV, L.P. Pontifax Management 4 GP (2015) Ltd. is the general partner of Pontifax 4 GP, Limited Partnership. Ran Nussbaum and Tomer Kariv are directors of Pontifax IV G.P. (2015) Ltd. |
| CUSIP No. M40527109 | 13G | Page 9 of 14 Pages |
Introductory Note: This Schedule 13G is filed on behalf of Pontifax (Israel) 4, Limited Partnership, a limited partnership organized under the laws of the State of Israel, Pontifax (Cayman) IV, L.P., a limited partnership organized under the laws of the Cayman Islands, Pontifax (China) IV, L.P., a limited partnership organized under the laws of the Cayman Islands, Pontifax 4 GP, Limited Partnership, a limited partnership organized under the laws of the State of Israel, Pontifax Management IV, G.P. (2015) Ltd., an Israeli company, Ran Nussbaum and Tomer Kariv, in respect of ordinary shares of Entera Bio Ltd.
| Item 1(a). | Name of Issuer: |
Entera Bio Ltd.
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
Kiryat Hadassah Minrav Building - Fifth Floor, Jerusalem 9112002 Israel
| Item 2(a). | Name of Person Filing: |
This Statement is filed on behalf of Pontifax (Israel) 4, Limited Partnership, Pontifax (Cayman) IV, L.P., Pontifax (China) IV, L.P., Pontifax 4 GP, Limited Partnership, Pontifax Management IV, G.P. (2015) Ltd., Ran Nussbaum and Tomer Kariv.
| Item 2(b). | Address of Principal Offices or, if None, Residence: |
The addresses of the Reporting Persons are:
Pontifax (Israel) 4, Limited Partnership – 14 Shenkar St. Herzliya, 46140, Israel
Pontifax (Cayman) IV, L.P. – PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands
Pontifax (China) IV, L.P. - PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands
Pontifax 4 GP, Limited Partnership - 14 Shenkar St. Herzliya, 46140, Israel
Pontifax Management IV, G.P. (2015) Ltd. – 14 Shenkar St. Herzliya, 46140, Israel
Ran Nussbaum - 14 Shenkar St. Herzliya, 46140, Israel
Tomer Kariv - 14 Shenkar St. Herzliya, 46140, Israel
| Item 2(c). | Citizenship: |
Pontifax (Israel) 4, Limited Partnership is organized in the State of Israel, Pontifax (Cayman) IV, L.P. is organized in the Cayman Islands, Pontifax (China) IV, L.P. is organized in the Cayman Islands, Pontifax 4 GP, Limited Partnership is organized in the State of Israel, Pontifax Management IV, G.P. (2015) Ltd. is incorporated in the State of Israel, Ran Nussbaum is a citizen of the State of Israel, and Tomer Kariv is a citizen of the State of Israel.
| Item 2(d). | Title of Class of Securities: |
Ordinary Shares
| Item 2(e). | CUSIP Number: |
M40527109
| Item 3. | If the Statement is being filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the filing person is a: |
Not applicable.
| (a) | ☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | ☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| CUSIP No. M40527109 | 13G | Page 10 of 14 Pages |
| (c) | ☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | ☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | ☐ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) | ☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| (g) | ☐ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
| (h) | ☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | ☐ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3); |
| (j) | ☐ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); |
| (k) | ☐ Group, in accordance with §240.13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
| Item 4. | Ownership. |
| (a) | Amount beneficially owned: |
853,450 shares1
| (b) | Percent of class: |
7.3%1
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or direct the vote: |
Pontifax (Israel) 4, Limited Partnership – 420,940 shares
Pontifax (Cayman) IV, L.P. – 205,010 shares
Pontifax (China) IV, L.P. – 227,500 shares
| (ii) | Shared power to vote or direct the vote: 853,450 shares1 |
| (iii) | Sole power to dispose or to direct the disposition of: |
Pontifax (Israel) 4, Limited Partnership – 420,940 shares
Pontifax (Cayman) IV, L.P. – 205,010 shares
Pontifax (China) IV, L.P. – 227,500 shares
| (iv) | Shared power to dispose or to direct the disposition of: 853,450 shares 1 |
| 1. | Consists of (a) 300,690 ordinary shares owned by Pontifax (Israel) 4, Limited Partnership and warrants to purchase 120,250 ordinary shares exercisable within 60 days of December 31, 2018, (b) 146,380 ordinary shares owned by Pontifax (Cayman) IV, L.P. and warrants to purchase 58,630 ordinary shares exercisable within 60 days of December 31, 2018, and (c) 162,500 ordinary shares owned by Pontifax (China) IV, L.P. and warrants to purchase 65,000 ordinary shares exercisable within 60 days of December 31, 2018. Pontifax 4 GP, Limited Partnership is the general partner of Pontifax (Israel) 4, Limited Partnership, Pontifax (Cayman) IV L.P. and Pontifax (China) IV L.P. Pontifax Management 4 GP (2015) Ltd. is the general partner of Pontifax 4 GP, Limited Partnership. Ran Nussbaum and Tomer Kariv are directors of Pontifax IV G.P. (2015) Ltd. |
| CUSIP No. M40527109 | 13G | Page 11 of 14 Pages |
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person had ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certification. |
Not applicable.
| CUSIP No. M40527109 | 13G | Page 12 of 14 Pages |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: February 14, 2019 | ||
| PONTIFAX (ISRAEL) 4, LIMITED PARTNERSHIP | ||
| By: | /s/ Ran Nussbaum | |
| Name: | Ran Nussbaum | |
| Title: | Director | |
| PONTIFAX (CAYMAN) IV, L.P. | ||
| By: | /s/ Ran Nussbaum | |
| Name: | Ran Nussbaum | |
| Title: | Director | |
| PONTIFAX (CHINA) IV, L.P. | ||
| By: | /s/ Ran Nussbaum | |
| Name: | Ran Nussbaum | |
| Title: | Director | |
| PONTIFAX 4 GP, LIMITED PARTNERSHIP | ||
| By: | /s/ Pontifax 4 GP Limited Partnership | |
| Name: | Pontifax 4 GP Limited Partnership | |
| Title: | General Partner | |
| PONTIFAX MANAGEMENT 4 GP (2015) LTD. | ||
| By: | /s/ Pontifax Management 4 GP (2015) Ltd. | |
| Name: | Pontifax Management 4 GP (2015) Ltd. | |
| Title: | General Partner | |
| /s/ Ran Nussbaum | ||
| RAN NUSSBAUM | ||
| /s/ Tomer Kariv | ||
| TOMER KARIV | ||
Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
| CUSIP No. M40527109 | 13G | Page 13 of 14 Pages |
EXHIBIT INDEX
| CUSIP No. M40527109 | 13G | Page 14 of 14 Pages |
JOINT FILING AGREEMENT
The undersigned hereby agree that the Schedule 13G with respect to the Ordinary Shares of NIS NIS 0.0000769 par value, of Entera Bio Ltd., dated as of February 14, 2019, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
| Date: February 14, 2019 | ||
| PONTIFAX (ISRAEL) 4, LIMITED PARTNERSHIP | ||
| By: | /s/ Ran Nussbaum | |
| Name: | Ran Nussbaum | |
| Title: | Director | |
| PONTIFAX (CAYMAN) IV, L.P. | ||
| By: | /s/ Ran Nussbaum | |
| Name: | Ran Nussbaum | |
| Title: | Director | |
| PONTIFAX (CHINA) IV, L.P. | ||
| By: | /s/ Ran Nussbaum | |
| Name: | Ran Nussbaum | |
| Title: | Director | |
| PONTIFAX 4 GP, LIMITED PARTNERSHIP | ||
| By: | /s/ Pontifax 4 GP Limited Partnership | |
| Name: | Pontifax 4 GP Limited Partnership | |
| Title: | General Partner | |
| PONTIFAX MANAGEMENT 4 GP (2015) LTD. | ||
| By: | /s/ Pontifax Management 4 GP (2015) Ltd. | |
| Name: | Pontifax Management 4 GP (2015) Ltd. | |
| Title: | General Partner | |
| /s/ Ran Nussbaum | ||
| RAN NUSSBAUM | ||
| /s/ Tomer Kariv | ||
| TOMER KARIV | ||