☐
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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
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☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2020 |
☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___ to ___ . |
☐
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report ___ |
Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Ordinary Shares, par value of NIS 0.0000769
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ENTX
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NASDAQ Capital Market
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Warrants, each warrant exercisable for 0.5 shares of Ordinary Shares at an exercise price of $5.85 per Ordinary Share.
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ENTXW
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NASDAQ Capital Market
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Large Accelerated Filer ☐
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Accelerated Filer ☐
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Non-Accelerated Filer ☒
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Emerging growth company ☒
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U.S. GAAP ☐
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International Financial Reporting Standards as issued by the
International Accounting Standards Board ☒
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Other ☐
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Item Number
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Title
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Page
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PART ONE
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7 | ||
7 |
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7 |
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55 |
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93 |
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93 |
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106 |
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123 |
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129 |
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129 |
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130 |
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144 |
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144
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PART TWO
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|
|
|
|
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145
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||
145 |
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145 |
||
146 |
||
146 |
||
146 |
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147 |
||
147 |
||
147 |
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147 |
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151
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PART THREE
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152
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||
152
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||
153
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• |
the scope, progress and costs of developing our product candidates such as EB613 for Osteoporosis and EB612 for Hypoparathyroidism, including without limitation any changes to the design of the ongoing Phase 2 clinical trial of EB613 or
the need for additional clinical trials or development work based on further analysis of the interim data from the ongoing EB613 Phase 2 clinical trial;
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• |
the accuracy of our estimates regarding expenses, capital requirements, the sufficiency of our cash resources and the need for additional financing;
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• |
our ability to raise additional funds on commercially reasonable terms, including via our At The Market, or ATM, Program (as defined below in Item 10.C “Material Contracts”);
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• |
our ability to develop, advance product candidates into, and successfully complete, clinical studies such as our ongoing Phase 2 clinical trial of EB613 in osteoporosis;
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• |
our reliance on third parties to conduct our clinical trials and on third-party suppliers to supply or produce our product candidates;
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• |
our interpretation of FDA feedback and guidance and how such guidance may impact our clinical development plans, specifically our ability to utilize the 505(b)(2) pathway for the development and potential approval of EB613 and any other
product candidates we may develop;
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• |
our expectations regarding licensing, business transactions and strategic collaborations, including our ongoing collaboration with Amgen;
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• |
our ability to use and expand our drug delivery technology to additional product candidates;
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• |
our operation as a development stage company with limited operating history and a history of operating losses and our ability to fund our operations going forward;
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• |
our ability to continue as a going concern absent access to sources of liquidity;
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• |
our ability to obtain and maintain regulatory approval for any of our product candidates;
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• |
our competitive position, especially with respect to Forteo® and other products on the market or in development for the treatment of osteoporosis;
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• |
our ability to establish and maintain development and commercialization collaborations;
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• |
any potential commercial launch of current or future product candidates, and the timing, cost or other aspects of such commercialization;
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• |
our ability to manufacture and supply sufficient amounts of material to support our clinical trials and any potential future commercial requirements;
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• |
the safety and efficacy of therapeutics marketed by competitors that are targeted toward indications for which we are developing product candidates;
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• |
the size of any market we may target and the adoption of our product candidates, if approved, by physicians and patients;
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• |
our ability to obtain, maintain and protect our intellectual property and operate our business without infringing misappropriating or otherwise violating any intellectual property rights of others;
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• |
our ability to retain key personnel and recruit additional qualified personnel;
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• |
the possibility that competing products or technologies may make any product candidates we may develop and commercialize or our oral delivery technology obsolete;
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• |
the pricing and reimbursement of our product candidates, if approved;
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• |
our ability to develop a sales, marketing and distribution infrastructure, if any;
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• |
our ability to manage growth; and
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• |
the duration and severity of the coronavirus (COVID-19) outbreak, the actions that may be required to contain the Coronavirus or treat its impact, and its impact on our operations and workforce, including our research and development and
clinical trials.
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Year Ended December 31,
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|||||||||||||||||||
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2020
|
2019
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2018
|
2017
|
2016
|
|||||||||||||||
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(In thousands, except shares and per share data)
|
|||||||||||||||||||
Consolidated statements of comprehensive loss:
|
|
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||||||||||||||||||
Revenue
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$
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365
|
$
|
236
|
$
|
500
|
-
|
-
|
||||||||||||
Cost of revenue
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209
|
210
|
-
|
-
|
-
|
|||||||||||||||
Research and development expenses, net
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$
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6,398
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$
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7,199
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$
|
8,518
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$
|
2,768
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$
|
2,648
|
||||||||||
General and administrative expenses
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4,891
|
4,281
|
2,843
|
8,575
|
2,719
|
|||||||||||||||
Total operating loss
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11,133
|
11,454
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10,861
|
11,343
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5,367
|
|||||||||||||||
Financial income:
|
|
|
|
|||||||||||||||||
Income from change in fair value of financial liabilities at fair value through profit or loss
|
(1,237
|
)
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(743
|
)
|
(523
|
)
|
(251
|
)
|
(4,311
|
)
|
||||||||||
Other financial expenses (income), net
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67
|
84
|
(34
|
)
|
105
|
143
|
||||||||||||||
Financial income, net
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(1,170
|
)
|
(659
|
)
|
(557
|
)
|
(146
|
)
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(4,168
|
)
|
||||||||||
Loss before taxes
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$ |
9,963
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$ |
10,795
|
$
|
10,304
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$
|
11,197
|
$
|
1,199
|
||||||||||
Taxes on income
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20
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|||||||||||||||||||
Net comprehensive loss
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$
|
9,983
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$
|
10,795
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$
|
10,304
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$
|
11,197
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$
|
1,199
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||||||||||
Loss per ordinary share(1)
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|
|
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|||||||||||||||||
Basic
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$
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0.54
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$
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0.89
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$
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1.30
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$
|
2.49
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$
|
0.27
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||||||||||
Diluted
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$
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0.55
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$
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0.89
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$
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1.31
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$
|
2.49
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$
|
0.78
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||||||||||
Weighted average number of Ordinary Shares used in computing basic loss per ordinary share(1)
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18,417,093
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12,146,729
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7,955,447
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4,490,720
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4,473,170
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|||||||||||||||
Weighted average number of Ordinary Shares used in computing diluted loss per ordinary share(1)
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18,563,675
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12,146,729
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7,983,402
|
4,490,720
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6, 756,360
|
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As of December 31,
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|||||||||||||||||||
2020
|
2019 | 2018 | 2017 |
2016
|
||||||||||||||||
(In thousands)
|
||||||||||||||||||||
Consolidated statements of financial position data:
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||||||||||||||||||||
Cash and cash equivalents
|
8,593
|
15,185
|
7,506
|
11,746
|
4,163
|
|||||||||||||||
Short-term bank deposits
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-
|
-
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4,015
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-
|
-
|
|||||||||||||||
Restricted deposits
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-
|
-
|
-
|
-
|
1,075
|
|||||||||||||||
Accounts receivable
|
255
|
278
|
725
|
-
|
-
|
|||||||||||||||
Other current assets
|
261
|
173
|
220
|
671
|
195
|
|||||||||||||||
Total current assets
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9,109
|
15,636
|
12,466
|
12,417
|
5,433
|
|||||||||||||||
Property and equipment
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192
|
202
|
224
|
207
|
199
|
|||||||||||||||
Right of use assets
|
356
|
260
|
-
|
-
|
-
|
|||||||||||||||
Intangible assets
|
605
|
605
|
651
|
654
|
654
|
|||||||||||||||
Total assets
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$ |
10,262
|
$
|
16,703
|
$
|
13,341
|
$
|
13,278
|
$ |
6,286
|
||||||||||
Accounts payable-Trade and other
|
1,494
|
1,704
|
1,563
|
2,020
|
657
|
|||||||||||||||
Lease liabilities
|
189
|
177
|
||||||||||||||||||
Contract liabilities
|
158
|
267
|
225
|
-
|
-
|
|||||||||||||||
Convertible Loans
|
-
|
-
|
-
|
3,893
|
14,720
|
|||||||||||||||
Preferred shares
|
-
|
-
|
-
|
33,455
|
11,031
|
|||||||||||||||
Warrants to purchase Ordinary Shares and preferred shares
|
1,432
|
2,444
|
1,372
|
5,398
|
4,800
|
|||||||||||||||
Total current liabilities
|
3,273
|
4,592
|
3,160
|
44,766
|
31,208
|
|||||||||||||||
Liability to issue preferred shares and warrants
|
-
|
-
|
-
|
-
|
273
|
|||||||||||||||
Lease liabilities
|
243
|
122
|
-
|
-
|
-
|
|||||||||||||||
Severance pay obligations, net
|
81
|
70
|
65
|
70
|
51
|
|||||||||||||||
Total non-current liabilities
|
324
|
192
|
65
|
70
|
324
|
|||||||||||||||
Total liabilities
|
$ |
3,597
|
$
|
4,784
|
$
|
3,225
|
$
|
44,836
|
$ |
31,532
|
||||||||||
Shareholders’ equity (Capital deficiency)
|
$
|
6,665
|
$
|
11,919
|
$
|
10,116
|
$
|
(31,558
|
)
|
$
|
(25,246
|
)
|
||||||||
Working capital(1)
|
$
|
5,836
|
$
|
11,044
|
$
|
9,306
|
$
|
(32,349
|
)
|
$
|
(25,775
|
)
|
• |
We have incurred significant losses since our inception and anticipate that we will continue to incur substantial losses for the next several years;
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• |
Management has performed an analysis of our ability to continue as a going concern and our independent registered public accounting firm has raised substantial doubt as to our ability to continue as a going concern;
|
• |
All of our product candidates, including EB613 and EB612, are in preclinical or clinical development and we have not yet successfully completed the development of any product candidates;
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• |
If serious adverse, undesirable or unacceptable side effects are identified during the development of our product candidates, marketing approval may be delayed or we may need to abandon our development of such product candidates, and if
such side effects are identified following regulatory approval, any approved product label may be limited or we may be subject to other significant negative consequences;
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• |
The outbreak of COVID-19 in the United States, Israel and elsewhere has created significant business disruptions and could adversely affect our business;
|
• |
The commencement and completion of clinical trials can be delayed or prevented for a number of reasons;
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• |
The results of previous clinical trials may not be predictive of future results, our progress in trials for one product candidate may not be indicative of progress in trials for other product candidates, and our trials may not be
designed so as to support regulatory approval;
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• |
Even if regulatory approvals are obtained for our product candidates, we will be subject to ongoing government regulation. If we fail to comply with applicable current and future laws and government regulations, it could delay or prevent
the promotion, marketing or sale of our products;
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• |
Healthcare legislative changes may harm our business and future prospects;
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• |
We are subject to manufacturing risks that could substantially increase our costs and limit supply of our products;
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• |
We are highly dependent upon our ability to enter into agreements with collaborators to develop, commercialize and market our products;
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• |
We may fail to establish, maintain, defend and enforce intellectual property rights with respect to our technology;
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• |
The price of our Ordinary Shares and IPO Warrants may be volatile, and holders of our Ordinary Shares and IPO Warrants could lose all or part of their investment; and
|
• |
Security, political and economic instability in the Middle East may harm our business.
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• |
the number and characteristics of product candidates that we pursue;
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• |
the scope, progress, timing, cost and results of research, preclinical development, and clinical trials;
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• |
the costs, timing and outcome of seeking and obtaining approvals from the FDA, EMA or other regulatory agencies;
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• |
the costs associated with manufacturing our product candidates and establishing sales, marketing, and distribution capabilities;
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• |
the costs associated with obtaining, maintaining, expanding, defending and enforcing the scope of our intellectual property portfolio, including the amount and timing of any payments we may be required to make in connection with the
licensing, filing, defense and enforcement of any patents or other intellectual property rights;
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• |
the extent to which we acquire or in-license other products or technologies;
|
• |
the economic and other terms, timing of and success of any collaboration, licensing, or other arrangements into which we entered or may enter in the future, including the timing of achievement of milestones and receipt of any milestone
or royalty payments under these agreements;
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• |
our need and ability to hire additional management, scientific, and medical personnel;
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• |
the effect of competing products that may limit market penetration of our product candidates;
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• |
the amount and timing of revenues, if any, we receive from commercial sales of any product candidates for which we receive marketing approval in the future;
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• |
our need to implement additional internal systems and infrastructure, including financial and reporting systems to support our current operations as a public company; and
|
• |
the impact of COVID-19, once known, on our clinical trials, regulatory timelines, business operations and financial stability.
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• |
the completion of our ongoing Phase 2 dose-ranging clinical trial for EB613 and any future development efforts for EB613 or other product candidates;
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• |
securing additional funding as may be needed to continue the development of EB613 or any other product candidates;
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• |
obtaining required regulatory and marketing approvals for the manufacturing and commercialization of EB613 and any other product candidates we may develop, including a new Oral GLP-2 analog research program ;
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• |
obtaining adequate reimbursement from third-party payors for any product that may be commercialized, if approved;
|
• |
managing our spending as costs and expenses increase due to the preparation of regulatory filings, potential regulatory approvals, manufacturing scale-up and potential commercialization;
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• |
continuing to build and maintain our intellectual property portfolio;
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• |
recruiting and retaining qualified executive management and other personnel;
|
• |
building and maintaining appropriate research and development, clinical, sales, manufacturing, financial reporting, distribution and marketing capabilities on our own or through third parties;
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• |
gaining market acceptance for our product candidates;
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• |
developing and maintaining successful strategic relationships and collaborations;
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• |
developing a sustainable and scalable manufacturing process for any approved product candidates and maintaining supply and manufacturing relationships with third parties that can support clinical development and market demand for our
product candidates, if approved;
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• |
establishing sales, marketing, and distribution capabilities in the United States;
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• |
obtaining market acceptance for any of our product candidates that receive marketing approval, if any, as viable treatment options;
|
• |
addressing any competing technological and market developments;
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• |
negotiating favorable terms in any collaboration, licensing, or other arrangements into which we may enter; and
|
• |
attracting, hiring and retaining qualified personnel.
|
• |
regulatory authorities may require us to take these products off the market;
|
• |
regulatory authorities may require the addition of labeling statements, specific warnings, a contraindication or field alerts to physicians and pharmacies;
|
• |
we may be required to change the way the product is administered, conduct additional clinical trials or change the labeling of the product;
|
• |
we may be subject to limitations on how we may promote the product;
|
• |
sales of the product may decrease significantly;
|
• |
we may be subject to litigation or product liability claims; and
|
• |
our reputation may suffer.
|
• |
such authorities may disagree with the number, design, size, conduct or implementation of our clinical trials or any of our collaborators’ clinical trials;
|
• |
we or any of our development partners may be unable to demonstrate to the satisfaction of the FDA or other regulatory authorities that a product candidate is safe and effective for any indication;
|
• |
the results of clinical trials may not meet the level of statistical significance or clinical significance required by the FDA, EMA or other regulatory agencies for approval;
|
• |
such authorities may not accept clinical data from trials which are conducted at clinical facilities or in countries where the standard of care is potentially different from that authority’s jurisdiction;
|
• |
the data collected from non-clinical studies and clinical trials of our product candidates may not be sufficient to support the submission of an application for regulatory approval;
|
• |
the results of clinical trials may not demonstrate the safety or efficacy required by such authorities for approval;
|
• |
we or any of our future development partners may be unable to demonstrate that a product candidate’s clinical and other benefits outweigh its safety risks;
|
• |
such authorities may disagree with our interpretation of data from preclinical studies or clinical trials or the use of results from studies that served as precursors to our current or future product candidates;
|
• |
such authorities may find deficiencies in our manufacturing processes or facilities or those of third-party manufacturers with which we or any of our future development partners contract for clinical and commercial supplies;
|
• |
the FDA may require development of a Risk Evaluation and Mitigation Strategy, or REMS, as a condition of approval; and
|
• |
the approval policies or regulations of such authorities may significantly change in a manner rendering our or any of our future development partners’ clinical data insufficient for approval.
|
• |
future clinical trial results may show that our oral PTH is not effective, including if our drug delivery technology is not effective, our product candidates are not effective, our clinical trial designs are flawed, or clinical trial
investigators or subjects do not comply with trial protocols;
|
• |
our product candidates may not be well tolerated or may cause negative side effects;
|
• |
our ability to complete the development and commercialization of our oral PTH for our intended uses may be significantly dependent upon our ability to obtain and maintain experienced and committed collaborators to assist us with
obtaining clinical and regulatory approvals for, and the manufacturing, marketing and distribution of, our oral PTH;
|
• |
even if our oral PTH is shown to be safe and effective for its intended purposes, we may face significant or unforeseen difficulties in obtaining or manufacturing sufficient quantities at reasonable prices, or at all;
|
• |
even if our oral PTH is successfully developed, commercially produced and receives all necessary regulatory approvals, there is no guarantee that there will be market acceptance;
|
• |
even if our oral PTH is successfully developed, commercially produced and receives all necessary regulatory approvals for the treatment of Osteoporosis, there is no guarantee that we will successfully develop and commercialize it for
other indications, including hypoparathyroidism and delayed union fractures; and
|
• |
our competitors may develop therapeutics or other treatments that are superior to or less costly than our own with the result that our products, even if they are successfully developed, manufactured and approved, may not generate
significant revenues.
|
• |
difficulties obtaining regulatory approval to commence a clinical trial or complying with conditions imposed by a regulatory authority regarding the scope or term of a clinical trial;
|
• |
delays in reaching or failing to reach agreement on acceptable terms with prospective contract research organizations, or CROs, contract manufacturing organizations, and trial sites, the terms of which can be subject to extensive
negotiation and may vary significantly;
|
• |
failure of our third-party contractors, such as CROs and contract manufacturing organizations, or our investigators to comply with regulatory requirements or otherwise meet their contractual obligations in a timely manner;
|
• |
insufficient or inadequate supply or quality of a product candidate or other materials necessary to conduct our clinical trials;
|
• |
difficulties obtaining institutional review board, or IRB, or ethics committee approval to conduct a clinical trial at a prospective site;
|
• |
the FDA, EMA or other regulatory authority may require changes to any of our trial designs, our pre-clinical strategy or our manufacturing plans;
|
• |
various challenges recruiting and enrolling subjects to participate in clinical trials, including size and nature of subject population, proximity of subjects to clinical sites, eligibility criteria for the trial, budgetary limitations,
nature of trial protocol, the patient referral practices of physicians, changes in the readiness of subjects to volunteer for a trial, the availability of approved effective treatments for the relevant disease and competition from other
clinical trial programs for similar indications;
|
• |
difficulties in maintaining contact with subjects who withdraw from the trial, resulting in incomplete data;
|
• |
governmental or regulatory delays and changes in regulatory requirements, policy and guidelines;
|
• |
varying interpretations of data by the FDA and foreign regulatory agencies; and
|
• |
inaccurate interpretations by us of the FDA’s guidance for the clinical and regulatory path for our product candidates.
|
• |
failure to conduct the clinical trial in accordance with regulatory requirements or our clinical protocols;
|
• |
findings of an inspection of the clinical trial operations or trial sites by the FDA or other regulatory authorities;
|
• |
unforeseen issues, including serious adverse events associated with a product candidate, or lack of effectiveness or any determination that a clinical trial presents unacceptable health risks;
|
• |
lack of adequate funding to continue the clinical trial due to unforeseen costs or other business decisions; and
|
• |
upon a breach or pursuant to the terms of any agreement with, or for any other reason by, current or future collaborators that have responsibility for the clinical development of any of our product candidates.
|
• |
issue warning letters or untitled letters or take similar enforcement actions;
|
• |
seek an injunction or impose civil or criminal penalties or monetary fines;
|
• |
suspend or withdraw marketing approval;
|
• |
suspend any ongoing clinical trials;
|
• |
refuse to approve pending applications or supplements to applications;
|
• |
suspend or impose restrictions on operations, including costly new manufacturing requirements;
|
• |
seize or detain products, refuse to permit the import or export of products, exclude products from federal healthcare programs, or request that we initiate a product recall; or
|
• |
refuse to allow us to enter into supply contracts, including government contracts.
|
• |
the federal Anti-Kickback Statute prohibits, among other things, persons from knowingly and willfully soliciting, offering, receiving or providing remuneration, directly or indirectly, in cash or in kind, to induce or reward either the
referral of an individual for, or the purchase, order or recommendation of, any good or service, for which payment may be made, in whole or in part, under a federal health care program such as Medicare and Medicaid. A person or entity does
not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation. In addition, the government may assert that a claim including items or services resulting from a violation of the
federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the False Claims Act;
|
• |
the federal False Claims Act imposes civil penalties, and provides for civil whistleblower or qui tam actions, against individuals or entities for knowingly presenting, or causing to be presented, to the federal government, claims for
payment that are false or fraudulent or making a false statement to avoid, decrease or conceal an obligation to pay money to the federal government;
|
• |
HIPAA imposes criminal and civil liability for executing a scheme to defraud any health care benefit program or making false statements relating to health care matters. Similar to the federal Anti-Kickback Statute, a person or entity
does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation;
|
• |
the federal false statements statute prohibits knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false statement in connection with the delivery of or payment for health care benefits,
items or services;
|
• |
the federal transparency requirements under the ACA requires certain manufacturers of drugs, devices, biologics and medical supplies to report to the Department of Health and Human Services information related to payments and other
transfers of value to physicians and teaching hospitals and the ownership and investment interests of such physicians or their family members;
|
• |
the Physician Payments Sunshine Act, created under the ACA, and its implementing regulations, which requires specified manufacturers of drugs, devices, biologics and medical supplies for which payment is available under Medicare,
Medicaid or the Children’s Health Insurance Program, with specific exceptions, to report annually to the Centers for Medicare & Medicaid Services, or CMS, information related to payments or other “transfers of value” made to physicians.
All such reported information is publicly available;
|
• |
analogous state and non-U.S. laws and regulations, such as certain state anti-kickback and false claims laws which may apply to items or services reimbursed by any third-party payor, including commercial insurers; state laws that require
pharmaceutical companies to comply with the industry’s voluntary compliance guidelines and the applicable compliance guidance promulgated by the federal government or otherwise restrict payments that may be made to healthcare providers and
other potential referral sources; state laws that require drug manufacturers to report information related to payments and other transfers of value to physicians and other healthcare providers or marketing expenditures; and state laws
governing the privacy and security of health information in certain circumstances, many of which differ from each other in significant ways and may not have the same effect, thus complicating compliance efforts; and
|
• |
regulation by the Centers for Medicare and Medicaid Services and enforcement by the U.S. Department of Health and Human Services (Office of Inspector General) or the U.S. Department of Justice.
|
• |
We do not have experience in manufacturing our product candidates at commercial scale. We may not succeed in the scaling up of our final manufacturing process. We may need a larger-scale manufacturing process for our oral PTH than what
we have planned, depending on the dose and regimen that will be determined in future studies. Any changes in our manufacturing processes as a result of scaling up may result in the need to obtain additional regulatory approvals.
Difficulties in achieving commercial-scale production or the need for additional regulatory approvals as a result of scaling up could delay the development and regulatory approval of our product candidates and ultimately affect our success.
Contract manufacturers may not have sufficient expertise to manufacture a dry oral formulation with a large molecule API, in which case we may have to establish our own commercial manufacturing capabilities, which could be expensive and
delay launch of product candidates.
|
• |
The manufacturing process for large molecules is more complex and subject to greater regulation than that of other drugs. The process of manufacturing large molecules, such as our product candidates, is extremely susceptible to product
loss due to contamination, equipment failure or improper installation or operation of equipment, vendor or operator error, inconsistency in yields, variability in product characteristics and difficulties in scaling the production process.
Even minor deviations from normal manufacturing processes could result in reduced production yields, product defects and other supply disruptions. If microbial, viral or other contaminations are discovered in our product candidates or in
the manufacturing facilities in which our product candidates are made, such manufacturing facilities may need to be closed for an extended period of time to investigate and remedy the contamination.
|
• |
The manufacturing facilities in which our product candidates are made could be adversely affected by equipment failures, labor shortages, natural disasters, power failures, outbreaks of an infectious disease such as COVID-19 and numerous
other factors.
|
• |
We must comply with applicable current cGMP, regulations and guidelines. We may encounter difficulties in achieving quality control and quality assurance and may experience shortages in qualified personnel. We are subject to inspections
by the FDA and comparable agencies in other jurisdictions to confirm compliance with applicable regulatory requirements. Any failure to follow cGMP or other regulatory requirements or delay, interruption or other issues that arise in the
manufacture, fill-finish, packaging, or storage of our product candidates as a result of a failure of our facilities or the facilities or operations of third parties to comply with regulatory requirements or pass any regulatory authority
inspection could significantly impair our ability to develop and commercialize our product candidates, including leading to significant delays in the availability of drug product for our clinical trials or the termination or hold on a
clinical trial, or the delay or prevention of a filing or approval of marketing applications for our product candidates. Significant noncompliance could also result in the imposition of sanctions, including fines, injunctions, civil
penalties, failure of regulatory authorities to grant marketing approvals for our product candidates, delays, suspension or withdrawal of approvals, license revocation, seizures or recalls of products, operating restrictions and criminal
prosecutions, any of which could damage our reputation. If we are not able to maintain regulatory compliance, we may not be permitted to market our product candidates and/or may be subject to product recalls, seizures, injunctions, or
criminal prosecution.
|
• |
Any adverse developments affecting manufacturing operations for our product candidates, if any are approved, may result in shipment delays, inventory shortages, lot failures, product withdrawals or recalls, or other interruptions in the
supply of our products. We may also have to take inventory write-offs and incur other charges and expenses for products that fail to meet specifications, undertake costly remediation efforts or seek more costly manufacturing alternatives.
|
• |
Our product candidates that have been produced and are stored for later use may degrade, become contaminated or suffer other quality defects, which may cause the affected product candidates to no longer be suitable for their intended use
in clinical trials or other development activities. If the defective product candidates cannot be replaced in a timely fashion, we may incur significant delays in our development programs that could adversely affect the value of such
product candidates.
|
• |
limitations or warnings contained in the approved labeling for a product candidate;
|
• |
changes in the standard of care for the targeted indications for any of our product candidates;
|
• |
limitations in the approved clinical indications for our product candidates;
|
• |
demonstrated clinical safety and efficacy compared to other products;
|
• |
lack of significant adverse side effects;
|
• |
sales, marketing and distribution support;
|
• |
availability and extent of coverage and reimbursement from managed care plans and other third-party payors;
|
• |
timing of market introduction and perceived effectiveness of competitive products;
|
• |
the degree of cost-effectiveness of our product candidates;
|
• |
availability of alternative therapies at similar or lower cost, including generic and over-the-counter products;
|
• |
the extent to which the product candidate is approved for inclusion on formularies of hospitals and third-party payors, including managed care organizations;
|
• |
whether the product is designated under physician treatment guidelines as a first-line therapy or as a second- or third-line therapy for particular diseases;
|
• |
adverse publicity about our product candidates or favorable publicity about competitive products;
|
• |
convenience and ease of administration of our products; and
|
• |
potential product liability claims.
|
• |
a covered benefit under its health plan;
|
• |
safe, effective and medically necessary;
|
• |
appropriate for the specific patient;
|
• |
cost-effective; and
|
• |
neither experimental nor investigational.
|
• |
decreased demand for any of our product candidates or products we develop;
|
• |
injury to our reputation and significant negative media attention;
|
• |
withdrawal of clinical trial participants or cancellation of clinical trials;
|
• |
costs to defend the related litigation, which may be only partially recoverable even in the event of successful defense;
|
• |
a diversion of management’s time and our resources;
|
• |
substantial monetary awards to trial participants or patients;
|
• |
regulatory investigations, product recalls, withdrawals or labeling, marketing or promotional restrictions;
|
• |
loss of revenues; and
|
• |
the inability to commercialize any products we develop.
|
• |
Collaborators may have significant discretion in determining the efforts and resources that they will apply to these collaborations;
|
• |
Collaborators may not perform their obligations as expected;
|
• |
Collaborators may not pursue development and commercialization of any product candidates that achieve regulatory approval or may elect not to continue or renew development or commercialization programs based on clinical trial results,
changes in the collaborators’ strategic focus or available funding, or external factors, such as an acquisition, that divert resources or create competing priorities;
|
• |
Collaborators may delay clinical trials, provide insufficient funding for a clinical trial program, stop a clinical trial or abandon a product candidate, repeat or conduct new clinical trials or require a new formulation of a product
candidate for clinical testing;
|
• |
Collaborators could independently develop, or develop with third parties, products that compete directly or indirectly with our products or product candidates if the collaborators believe that competitive products are more likely to be
successfully developed or can be commercialized under terms that are more economically attractive than ours;
|
• |
Product candidates discovered in collaboration with us may be viewed by our collaborators as competitive with their own product candidates or products, which may cause collaborators to cease to devote resources to the commercialization
of our product candidates;
|
• |
A collaborator with marketing and distribution rights to one or more of our product candidates that achieve regulatory approval may not commit sufficient resources to the marketing and distribution of such product or products;
|
• |
Disagreements with collaborators, including disagreements over proprietary rights, contract interpretation or the preferred course of development, might cause delays or termination of the research, development or commercialization of
product candidates, might lead to additional responsibilities for us with respect to product candidates, or might result in litigation or arbitration, any of which would be time-consuming and expensive;
|
• |
Collaborators may not properly obtain, maintain, defend or enforce our intellectual property rights or may use our proprietary information in such a way as to invite litigation that could jeopardize or invalidate our intellectual
property or proprietary information or expose us to potential litigation or other intellectual property-related proceedings, including proceedings challenging the scope, ownership, validity and enforceability of our intellectual property.
For example, Amgen has the first right to enforce or defend certain of our intellectual property rights under our research collaboration and license agreement, and although we may have the right to assume the enforcement and defense of such
intellectual property rights if Amgen does not, our ability to do so may be compromised by Amgen’s actions;
|
• |
Collaborators may own or co-own intellectual property covering our product candidates or research programs that results from our collaboration with them, and in such cases, we may not have the exclusive right to commercialize such
intellectual property or such product candidates or research programs;
|
• |
Collaborators may infringe, misappropriate or otherwise violate the intellectual property rights of third parties, which may expose us to litigation and potential liability;
|
• |
Collaborators may fail to comply with applicable laws, rules or regulations when performing services for us, which may expose us to legal proceedings and potential liability;
|
• |
Collaborations may be terminated for convenience by the collaborator and, if terminated, we may suffer from negative publicity and we may find it more difficult to attract new collaborators. For example, at any point in the research
and development process, subject to certain conditions, Amgen can terminate our research collaboration and license agreement in its entirety or with respect to a specific development program; and
|
• |
The outbreak of COVID-19 may cause us to fail to meet contractually obligated deadlines with our collaboration partners or otherwise strain our relationships with current collaborators or other business partners.
|
• |
the possibility of a breach of the manufacturing agreements by the third parties because of factors beyond our control;
|
• |
the possibility that the supply is inadequate or delayed;
|
• |
the risk that the third party may enter the field and seek to compete and may no longer be willing to continue supplying;
|
• |
the possibility of termination or nonrenewal of the agreements by the third parties before we are able to arrange for a qualified replacement third-party manufacturer; and
|
• |
the possibility that we may not be able to secure a manufacturer or manufacturing capacity in a timely manner and on satisfactory terms in order to meet our manufacturing needs.
|
• |
our clinical trial results and the timing of the release of such results;
|
• |
the amount of our cash resources and our ability to obtain additional funding;
|
• |
the announcement of research activities, business developments, technological innovations or new products, or acquisitions or expansion plans by us or our competitors;
|
• |
the success or failure of our research and development projects or those of our competitors;
|
• |
our entering into or terminating strategic relationships;
|
• |
changes in laws or government regulation;
|
• |
actual or anticipated fluctuations in our and our competitors’ results of operations and financial condition;
|
• |
regulatory developments and the decisions of regulatory authorities as to the approval or rejection of new or modified products;
|
• |
the departure of our key personnel;
|
• |
disputes related to intellectual property and proprietary rights, including patents, litigation matters and our ability to obtain intellectual property protection for our technologies;
|
• |
our sale, or the sale by our significant shareholders, of Ordinary Shares, IPO Warrants or other securities in the future;
|
• |
public concern regarding the safety, efficacy or other aspects of the products or methodologies we are developing;
|
• |
market conditions in our industry and changes in estimates of the future size and growth rate of our markets;
|
• |
market acceptance of our products;
|
• |
the mix of products that we sell and related services that we provide;
|
• |
the success or failure of our licensees to develop, obtain approval for and commercialize our licensed products, for which we are entitled to contingent payments and royalties;
|
• |
the publication of the results of preclinical or clinical trials for EB613, EB612 or any other product candidates we may develop, including a new Oral GLP-2 analog research program;
|
• |
the failure by us to achieve a publicly announced milestone;
|
• |
delays between our expenditures to develop and market new or enhanced products and the generation of sales from those products;
|
• |
changes in the amounts that we spend to develop, acquire or license new products, technologies or businesses;
|
• |
changes in our expenditures to promote our products;
|
• |
variances in our financial performance from the expectations of market analysts;
|
• |
the limited trading volume of our Ordinary Shares and IPO Warrants; and
|
• |
general economic and market conditions, including factors unrelated to our industry or operating performance.
|
• |
Advance EB613 into a Phase 3 clinical trial for the treatment of osteoporosis: We are currently conducting a dose ranging Phase 2 clinical trial of EB613 for the treatment of osteoporosis and
expect to report final BMD data from this trial in the second quarter of 2021.Based on FDA guidance received at our pre-IND meeting in November 2018, we intend to further develop EB613 and conduct the required non-clinical and clinical
trials independently or with a partner in order to attain regulatory approval. We intend to conduct a single Phase 3, multicenter trial with a BMD endpoint comparing oral PTH with Forteo. We believe this Phase 3 trial could be initiated
2022, based on the successful outcome of the ongoing Phase 2 trial and the availability of sufficient financial resources.
|
• |
Advance EB612 through clinical development for the treatment of hypoparathyroidism: To date we have completed two Phase 2 clinical trials of EB612 for the treatment of hypoparathyroidism. We
reported positive results from the first trial in the third quarter of 2015, and then conducted a Phase 2PK/PD trial in 2019 to evaluate the profile of various EB612 dose regimens. After the completion of additional formulation and
development activities to determine our final formulations, and subject to available funds, we expect to initiate a Phase 2b/3 clinical trial of EB612 for the treatment of hypoparathyroidism. The FDA and the EMA have granted EB612 orphan
drug designation for the treatment of hypoparathyroidism.
|
• |
Establish global and regional commercial partnerships, or selectively develop commercial capabilities for our lead oral PTH product candidates: For our oral PTH product candidates that target
orphan indications, we may determine to retain commercialization rights within key territories, including the United States, because of the ability to commercialize efficiently with a small sales and marketing organization. For product
candidates that target indications with larger patient populations such as Osteoporosis, we may choose to partner with larger biopharmaceutical companies ahead of late stage development and commercialization, or to license our technology to
third parties for additional indications, pending our Phase 2 trial results and the potential impact of COVID-19 on those results or on our discussions with potential collaboration or other business partners. We are building a corporate and
business development capability to determine the appropriate development and commercial strategies for our current and future product candidates.
|
• |
Leverage our technology to develop more effective novel large molecule therapeutics through collaborations with other biotechnology or pharmaceutical companies: Oral drug delivery lowers the
treatment burden on patients relative to injectable drugs, leading to higher patient and physician acceptance and compliance, and at a lower cost to patients. However, certain peptides, proteins and other large molecule therapeutics can
currently only be delivered via injections and other non-oral pathways because oral administration leads to negligible absorption into the blood stream as well as enzymatic degradation within the gastrointestinal tract. In December 2018, we
entered into a research collaboration and license agreement with Amgen and we intend to explore additional collaborations to further validate our technology and potentially generate value through funding from such collaborations. COVID-19
may impact our ability to conduct research and development activities or to develop data that may lead to potential future collaborations (see “Risk Factors—The outbreak of COVID-19 in the United States, Israel and elsewhere has created
significant business disruptions and will adversely affect our business”).
|
• |
Identify and develop additional products based on FDA-approved injectable large molecule therapeutics: We intend to leverage our technology platform by applying it to the development of known
large molecule therapeutics and believe we can reduce the development and regulatory risks by working on FDA-approved large molecule therapeutic agents with known mechanisms of action. We believe this will allow us to advance our product
candidates efficiently and predictably through the development cycle thereby offering us the option either to develop these products on our own or to collaborate with the innovator companies. For example, In February 2021, we announced that
we initiated a new research program for an oral glucagon-like peptide-2 (GLP-2) analog based on the Company’s platform technology.
|
• |
having the appropriate size, as measured by molecular weight, and other chemical/physical characteristics;
|
• |
having a mechanism of action that favors delivery through the gastrointestinal tract rather than through injections, and;
|
• |
having a dosing schedule that requires dosing one or more times per day for at least three months.
|
Stage of
|
||||||||
Program
|
Indication
|
Description
|
Development
|
Status
|
||||
EB613
|
Osteoporosis
|
Oral PTH (1-34)
|
Phase 2
|
Pre-IND meeting conducted in Q4 2018; IND opened in Dec 2020
|
||||
Phase 2 dose ranging clinical trial final BMD results expected in Q2 2021
Phase 3 initiation expected in 2022
|
||||||||
EB612
|
Hypoparathyroidism
|
Oral PTH (1-34)
|
Phase 2
|
Phase 2a successfully completed (results reported 2015)
|
||||
Phase 2b PK/PD clinical trial head to head with Natpara in hypoparathyroid patients results reported in Q3 2019
|
||||||||
Final formulation(s) to be selected in 2021 subject to sufficient funding
|
2019 | ||||||||||
Branded
|
||||||||||
Name
|
Sales
|
|||||||||
Class of Drug
|
(Producer)
|
Method of Action
|
Known Side Effects
|
(in millions)
|
||||||
Injectable PTH
|
Forteo (Eli Lilly)
|
Increases bone mineral density by, increasing bone formation.
|
Decrease in blood pressure, increase in serum, calcium in the blood; nausea, joint aches, pain, leg cramps, injection site reactions
|
$1,404
|
||||||
Monoclonal antibody
|
Prolia (Amgen)
|
Blocks bone resorption by osteoclasts by binding RANK-L a protein that is essential to activate osteoclasts
|
Hypocalcemia, serious infections, dermatologic adverse reactions, osteonecrosis of the jaw, atypical femoral fractures, back pain, pain in extremity, musculoskeletal pain, hypercholesterolemia, and cystitis
|
$2,672
|
||||||
EVENITY® (Amgen)
|
Increases bone formation and, to a lesser extent, decreases bone resorption by inhibiting the action of sclerostin, a regulatory factor in bone metabolism. Note: limited duration of use to 12 monthly doses.
|
Hypersensitivity reactions, including angioedema, erythema multiforme, dermatitis, rash, and urticaria; hypocalcemia; osteonecrosis of the jaw; atypical femoral fracture;
|
$350
|
|||||||
Injectable abaloparatide
|
Tymlos (Radius Health)
|
Similar to PTH, binds to PTH receptors and results in bone formation and increased bone mineral density
|
Osteosarcoma, Orthostatic hypotension, hypercalcemia, hypercalciuria, dizziness, nausea, headache, palpitations, fatigue, upper abdominal pain and vertigo
|
$172
|
||||||
Bisphosphonate
|
Actonel, Boniva
|
Prevent bone loss by inhibiting osteoclasts. Effects reversible at low doses but high intravenous causes apoptosis.
|
Irritation of the gastrointestinal mucosa, hypocalcemia, severe musculoskeletal pain, osteonecrosis of the jaw, atypical femoral fractures
|
N/A
(Generic)
|
||||||
Zometa (IV)
|
||||||||||
(Novartis)
|
Company/Technology
|
|
Molecule
|
|
API MW (g/mole)
|
|
Bioavailability (F)
|
Entera Bio
|
|
PTH (1-34)
|
|
4118
|
|
1.5%
|
Novartis/Emisphere (Eligen - CNAC) (1)
|
|
PTH (1-34)
|
|
4118
|
|
0.2 - 0.5%
|
Enteris Biopharma - Unigen (Peptelligence) (2)
|
|
PTH (1-31)
|
|
3719
|
|
0.52%
|
Multiple manufacturers(3)
|
|
Desmopressin
|
|
1069
|
|
0.16%
|
Chiasma (TPE)(4)
|
|
Octreotide
|
|
1019 (Cyclic peptide)
|
|
0.67%
|
Proxima Concepts (AXCESS)(5)
|
|
Insulin
|
|
5733
|
|
0.7%
|
(1)
|
Source: The single dose pharmacokinetic profile of a novel oral human parathyroid hormone formulation in healthy postmenopausal women Sibylle P. Hämmerle, et al. Bone. 2012
Apr;50(4):965-73. doi: 10.1016/j.bone.2012.01.009. Epub 2012 Jan 25.
|
(2)
|
Source: Pharmacokinetics of oral recombinant human parathyroid hormone rhPTH (1-31)NH2 in postmenopausal women with osteoporosis. Sturmer A1 et el. Clin Pharmacokinet. 2013
Nov;52(11):995-1004. doi: 10.1007/s40262-013-0083-4.
|
(3)
|
Source: Public Assessment Report, Desmopressin Acetate 100 Microgram Tablet PL 24668/0177 and Desmopressin Acetate 200 Microgram Tablet PL 24668/0178. Medicines and Healthcare Products
Regulatory Agency.
|
(4)
|
Source: Pharmacokinetic Modeling of Oral Octreotide (Octreolin™) in Healthy Volunteers and Dosing Regimen Optimization for Acromegaly Patients. Shmuel Tuvia et al. Endocrine Society’s 94th
Annual Meeting June 2012, OR29-6-OR29-6. Source: The glucose lowering effect of an oral insulin (Capsulin) during an isoglycaemic clamp study in persons with type 2 diabetes S. D. Luzio et al. Diabetes Obes Metab. 2010 Jan;12(1):82-7. doi:
10.1111/ j.1463-1326.2009.01146.x. Epub 2009 Sep 25.
|
N
|
Mean
|
Median
|
|
Age
|
161
|
61
|
61
|
Weight (Kg)
|
161
|
67
|
66
|
BMI
|
161
|
26
|
26
|
• |
A significant increase in P1NP from baseline versus placebo at month 3 (P <0.04) as well as significant increases at months 1 (P <0.0001) and 2 (P <0.003);
|
• |
A significant increase in Osteocalcin from baseline versus placebo at month 3 (P<0.006) as well as significant increases at months 1 (P<0.0001) and 2 (P<0.0001);
|
• |
A significant decrease in CTX from baseline versus placebo at month 3 (P <0.015) as well as a significant decrease at month 1 (P <0.001)
|
• |
EB612 is designed to be dosed multiple times a day. Studies performed by the NIH have shown that dosing PTH multiple times per day significantly increases the efficacy of therapy and would be more
effective for treating hypoparathyroidism. These studies found that the total daily PTH dose required to maintain serum calcium in the normal or near-normal range was reduced by 50% with twice-daily PTH (1-34) and also demonstrated that
twice-daily dosing achieved better control over serum calcium and urinary calcium excretion as compared to once-daily dosing.
|
• |
EB612 is designed to be dosed according to patient needs. The hypoparathyroid population is heterogeneous and patients have highly variable responsiveness to PTH. Therefore, the ability to
customize PTH dosing throughout the day with an oral tablet is an advantage over a once-daily preset injection pen.
|
• |
EB612 is expected to have fewer adverse events of hypercalcemia. Our planned treatment regimen would be increased gradually and in parallel to increases in serum calcium. As a result, calcium
supplements and active vitamin D metabolites (e.g., calcitriol) would be reduced gradually, while maintaining a relatively stable level of serum calcium. This is in contrast with Natpara’s initial high dose, which requires an immediate
reduction in supplements in anticipation of a rapid increase in serum calcium levels. Furthermore, this immediate and prolonged increase in serum calcium increases the risk of prolonged hypercalcemia compared to EB612. Moreover, the target
serum calcium level would be the lower end of the normal range. If serum calcium were at, or greater than, the middle of the normal range, calcium supplements, active vitamin D metabolites and oral PTH dose would be reduced.
|
• |
EB612 can be administered in a more convenient manner. Natpara is administered by subcutaneous injection, must be stored under restrictive conditions (refrigeration required with no freezing or
shaking) and has a multi-step preparation that must be performed every two weeks. EB612 will not require such additional preparations and will have no significant storage restrictions.
|
• |
A significant reduction of 42% (p=0.001) from baseline in median calcium supplement use;
|
• |
Maintenance of median ACa levels above the lower target level for HypoPT patients (>7.5 mg/dL) throughout the study;
|
• |
A rapid decline of 23% (p=0.0003) in median serum phosphate levels 2 hours following the first dose that was maintained within the normal range for the duration of the study;
|
• |
A notable median decrease of 21% (p=0.07) in 24-hour urine calcium excretion between the first and last treatment days; and
|
• |
An increase in quality of life score of 5% (p=0.03) from baseline by the end of the treatment period.
|
• |
preclinical laboratory tests, animal studies and formulation studies all performed in accordance with the FDA’s Good Laboratory Practice regulations;
|
• |
submission to the FDA of an IND application for human clinical testing, which must become effective before human clinical trials may begin;
|
• |
approval by an independent IRB, representing each clinical site before each clinical trial may be initiated;
|
• |
performance of adequate and well-controlled clinical trials to establish the safety and efficacy of the product candidate for each proposed indication and conducted in accordance with GCP requirements;
|
• |
submission of data supporting safety and efficacy as well as detailed information on the manufacture and composition of the product in clinical development and proposed labeling;
|
• |
preparation and submission to the FDA of a NDA;
|
• |
review of the product by an FDA advisory committee, where appropriate or if applicable;
|
• |
satisfactory completion of one or more FDA inspections of the manufacturing facility or facilities, including those of third parties, at which the product, or components thereof, are produced to assess compliance with cGMP requirements
and to assure that the facilities, methods and controls are adequate to preserve the product’s identity, strength, quality and purity;
|
• |
satisfactory completion of any FDA audits of the non-clinical and clinical trial sites to assure compliance with GCP requirements and the integrity of clinical data in support of the NDA;
|
• |
payment of user fees and securing FDA approval of the NDA for the proposed indication; and
|
• |
compliance with any post-approval requirements, including risk evaluation and mitigation strategies, or REMS, and any post-approval studies required by the FDA.
|
• |
Phase 1 clinical trials are initially conducted in a limited population to test the product candidate for safety, including adverse effects, dose tolerance, absorption, metabolism, distribution,
excretion and pharmacodynamics in healthy humans or, on occasion, in patients, such as cancer patients.
|
• |
Phase 2 clinical trials are generally conducted in a limited patient population to identify possible adverse effects and safety risks, evaluate the efficacy of the product candidate for specific
targeted indications and determine dose tolerance and optimal dosage. Multiple Phase 2 clinical trials may be conducted by the sponsor to obtain information prior to beginning larger and more costly Phase 3 clinical trials.
|
• |
Phase 3 clinical trials proceed if the Phase 2 clinical trials demonstrate that a dose range of the product candidate is potentially effective and has an acceptable safety profile. Phase 3
clinical trials are undertaken to further evaluate, in a larger number of patients, dosage, provide substantial evidence of clinical efficacy and further test for safety in an expanded and diverse patient population at multiple,
geographically dispersed clinical trial sites. A well-controlled, statistically robust Phase 3 trial may be designed to deliver the data that regulatory authorities will use to decide whether or not to approve, and, if approved, how to
appropriately label a drug: such Phase 3 studies are referred to as “pivotal.”
|
• |
restrictions on the marketing or manufacturing of the product, complete withdrawal of the product from the market or product recalls;
|
• |
fines, warning letters or holds on post-approval clinical trials;
|
• |
refusal of the FDA to approve pending NDAs or supplements to approved NDAs, or suspension or revocation of product license approvals;
|
• |
product seizure or detention, or refusal to permit the import or export of products; or
|
• |
injunctions or the imposition of civil or criminal penalties.
|
• |
preclinical laboratory tests, animal studies and formulation studies all performed in accordance with the applicable EU Good Laboratory Practice regulations;
|
• |
submission to the relevant national authorities of a clinical trial application, or CTA, for each clinical trial, which must be approved before human clinical trials may begin;
|
• |
performance of adequate and well-controlled clinical trials to establish the safety and efficacy of the product for each proposed indication;
|
• |
submission to the relevant competent authorities of a marketing authorization application, or MAA, which includes the data supporting safety and efficacy as well as detailed information on the manufacture and composition of the product
in clinical development and proposed labeling;
|
• |
satisfactory completion of an inspection by the relevant national authorities of the manufacturing facility or facilities, including those of third parties, at which the product is produced to assess compliance with strictly enforced
cGMP;
|
• |
potential audits of the non-clinical and clinical trial sites that generated the data in support of the MAA; and
|
• |
review and approval by the relevant competent authority of the MAA before any commercial marketing, sale or shipment of the product.
|
• |
A streamlined application procedure via a single entry point, the EU portal;
|
• |
A single set of documents to be prepared and submitted for the application as well as simplified reporting procedures which will spare sponsors from submitting broadly identical information separately to various bodies and different
Member States;
|
• |
A harmonized procedure for the assessment of applications for clinical trials, which is divided in two parts. Part I is jointly assessed by all Member States concerned. Part II is assessed by each Member State concerned separately;
|
• |
Strictly defined deadlines for the assessment of clinical trial application; and
|
• |
The involvement of the ethics committees in the assessment procedure in accordance with the national law of the Member State concerned but within the overall timelines defined by the Regulation (EU) No 536/2014.
|
• |
medicinal products developed by means of one of the following biotechnological processes:
|
• |
recombinant DNA technology;
|
• |
controlled expression of genes coding for biologically active proteins in prokaryotes and eukaryotes including transformed mammalian cells;
|
• |
hybridoma and monoclonal antibody methods;
|
• |
advanced therapy medicinal products as defined in Article 2 of Regulation (EC) No 1394/2007 on advanced therapy medicinal products;
|
• |
medicinal products for human use containing a new active substance which, on the date of entry into force of this Regulation, was not authorized in the EU, for which the therapeutic indication is the treatment of any of the following
diseases:
|
• |
acquired immune deficiency syndrome;
|
• |
cancer;
|
• |
neurodegenerative disorder;
|
• |
diabetes;
|
• |
auto-immune diseases and other immune dysfunctions;
|
• |
viral diseases; and
|
• |
medicinal products that are designated as orphan medicinal products pursuant to Regulation (EC) No 141/2000.
|
• |
The decentralized procedure allows applicants to file identical applications to several EU member states and receive simultaneous national approvals based on the recognition by EU member states of an assessment by a reference member
state.
|
• |
The national procedure is only available for products intended to be authorized in a single EU member state.
|
• |
A mutual recognition procedure similar to the decentralized procedure is available when a marketing authorization has already been obtained in at least one EU member state.
|
• |
the federal Anti-Kickback Statute prohibits, among other things, persons from knowingly and willfully soliciting, offering, receiving or providing remuneration, directly or indirectly, in cash or in kind, to induce or reward either the
referral of an individual for, or the purchase, order or recommendation of, any good or service, for which payment may be made, in whole or in part, under a federal health care program such as Medicare and Medicaid. A person or entity does
not need to have actual knowledge of the federal Anti-Kickback Statute or specific intent to violate it to have committed a violation; in addition, the government may assert that a claim including items or services resulting from a
violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the False Claims Act;
|
• |
the federal False Claims Act imposes civil penalties, and provides for civil whistleblower or qui tam actions, against individuals or entities for knowingly presenting, or causing to be presented, to the federal government, claims for
payment that are false or fraudulent or making a false statement to avoid, decrease or conceal an obligation to pay money to the federal government;
|
• |
HIPAA imposes criminal and civil liability for executing a scheme to defraud any health care benefit program or making false statements relating to health care matters. Similar to the federal Anti-Kickback Statute, a person or entity
does not need to have actual knowledge of the statute or specific intent to violate it to have committed a violation;
|
• |
the federal false statements statute prohibits knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false statement in connection with the delivery of or payment for health care benefits,
items or services;
|
• |
the federal transparency requirements under the ACA require certain manufacturers of drugs, devices, biologics and medical supplies to report to the Department of Health and Human Services information related to payments and other
transfers of value to physicians and teaching hospitals and the ownership and investment interests of such physicians and their immediate family members;
|
• |
HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act, which governs the conduct of certain electronic healthcare transactions and protects the security and privacy of protected health information;
|
• |
the Physician Payments Sunshine Act, created under the ACA, and its implementing regulations, which requires specified manufacturers of drugs, devices, biologics and medical supplies for which payment is available under Medicare,
Medicaid or the Children’s Health Insurance Program, with specific exceptions, to report annually to the Centers for Medicare & Medicaid Services, or CMS, information related to payments or other “transfers of value” made to physicians.
All such reported information is publicly available;
|
• |
analogous state and non-U.S. laws and regulations, such as state anti-kickback and false claims laws which may apply to items or services reimbursed by any payer, including commercial insurers; state laws that require pharmaceutical
companies to comply with the industry’s voluntary compliance guidelines and the applicable compliance guidance promulgated by the federal government or otherwise restrict payments that may be made to healthcare providers and other potential
referral sources; state laws that require pharmaceutical manufacturers to report information related to payments and other transfers of value to physicians and other healthcare providers or marketing expenditures; and state laws governing
the privacy and security of health information in certain circumstances, many of which differ from each other in significant ways and may not have the same effect, thus complicating compliance efforts; and
|
• |
regulation by the Centers for Medicare and Medicaid Services and enforcement by the U.S. Department of Health and Human Services (Office of Inspector General) or the U.S. Department of Justice.
|
1. |
Identification of the contract, or contracts, with a customer.
|
2. |
Identification of the performance obligations in the contract.
|
3. |
Determination of the transaction price.
|
4. |
Allocation of the transaction price to the performance obligations in the contract.
|
5. |
Recognition of revenue.
|
• |
The subsequent sale or usage occurs; and
|
• |
The performance obligation to which some or all of the sales-based or usage-based royalty has been allocated has been satisfied (or partially satisfied).
|
• |
employee-related expenses, including salaries, bonuses and share-based compensation expenses for employees and service providers in the research and development function;
|
• |
expenses incurred in operating our laboratories including our small-scale manufacturing facility;
|
• |
expenses incurred under agreements with CROs, and investigative sites that conduct our clinical trials;
|
• |
expenses related to outsourced and contracted services, such as external laboratories, consulting and advisory services;
|
• |
supply, development and manufacturing costs relating to clinical trial materials; and
|
• |
other costs associated with pre-clinical and clinical activities.
|
• |
the uncertainty of the scope, rate of progress, results and cost of our clinical trials, nonclinical testing and other related activities;
|
• |
the cost of manufacturing clinical supplies and establishing commercial supplies of our product candidates and any products that we may develop;
|
• |
the number and characteristics of product candidates that we pursue;
|
• |
the cost, timing and outcomes of regulatory approvals;
|
• |
the cost and timing of establishing any sales, marketing, and distribution capabilities; and
|
• |
the terms and timing of any collaborative, licensing and other arrangements that we may establish, including any milestone and royalty payments thereunder.
|
|
Year ended
December 31, |
|||||||||||
|
2020 (2)
|
2019
|
2018 (1)
|
|||||||||
|
(in thousands)
|
|||||||||||
Research and development
|
$
|
565
|
$
|
701
|
$
|
1,333
|
||||||
General and administrative
|
336
|
782
|
(100
|
)
|
||||||||
Total
|
$
|
901
|
$
|
1,483
|
$
|
1,233
|
(1) |
The resignation of Mr. Beshar, the previous Chairman of our board of directors took effect on June 27, 2018. According to Mr. Beshar’s options terms, options which had yet to fully vest were forfeited, therefore 453,050 options
forfeited and were recognized in the consolidated statement of comprehensive loss as a reverse of expense under the General and administrative line item in the amount of $1.3 million.
|
(2) |
The resignation of Mr. Gridley, our Former CEO, took effect on September 7, 2020. According to the terms of Mr. Gridley’s options, options which had yet to fully vest expired, therefore 553,942 options expired and were recognized in the
consolidated statement of comprehensive loss as a reverse of expense under the General and administrative line item in the amount of $0.3 million.
|
|
December 31, 2020
|
December 31, 2019
|
July 2,
2018 |
|||||||||
Price per share*
|
|
$1.08
|
|
$1.84-$2.07
|
865
|
|||||||
Volatility
|
66%
|
|
62%-63%
|
|
62%
|
|
||||||
Risk free rate
|
0.1%-0.13%
|
|
1.63%-1.71%
|
|
N/A
|
|||||||
Probability for IPO/shares registration
|
N/A
|
N/A
|
100%
|
|
⁎ |
The price per share as of July 2, 2018 was based on the quoted price on Nasdaq prior to the share split.
|
|
Year Ended
December 31, |
Increase (Decrease)
|
||||||||||||||
|
2020
|
2019
|
$ |
|
%
|
|||||||||||
|
(In thousands, except for percentage information)
|
|||||||||||||||
Revenues
|
$
|
365
|
$
|
236
|
$
|
129
|
54.6
|
%
|
||||||||
Cost of revenues
|
209
|
210
|
(1
|
)
|
(0.01
|
)%
|
||||||||||
Operating expenses:
|
|
|||||||||||||||
Research and development expenses, net
|
$
|
6,398
|
$
|
7,199
|
$
|
(801
|
)
|
(11.1
|
)%
|
|||||||
General and administrative expenses
|
4,891
|
4,281
|
610
|
14.2
|
%
|
|||||||||||
Operating loss
|
11,133
|
11,454
|
(321
|
)
|
(0.03
|
)%
|
||||||||||
Financial income, net
|
(1,170
|
)
|
(659
|
)
|
(511
|
)
|
77.5
|
%
|
||||||||
Taxes on income
|
20
|
-
|
20
|
100
|
%
|
|||||||||||
Net loss
|
$
|
9,983
|
$
|
10,795
|
$
|
(812
|
)
|
(0.08
|
)%
|
• |
the costs, timing and outcome of clinical trials for, and regulatory review of, EB613, EB612 and any other product candidates we may develop;
|
• |
the costs of development activities for any other product candidates we may pursue;
|
• |
the costs of preparing, filing and prosecuting patent applications, maintaining and enforcing our intellectual property rights and defending intellectual property-related claims;
|
• |
the impact of COVID-19, once known, on our clinical trials, regulatory timelines, business operations and financial stability; and
|
• |
our ability to establish collaborations on favorable terms, if at all.
|
|
(audited)
Year ended December 31, |
|||||||
|
2020
|
2019
|
||||||
|
(in thousands)
|
|||||||
Cash used in operating activities
|
$
|
(10,423
|
)
|
$
|
(8,919
|
)
|
||
Cash (used in) provided by investing activities
|
(86
|
)
|
3,946
|
|||||
Cash provided by financing activities
|
3,917
|
12,652
|
||||||
Net (decrease) increase in cash and cash equivalents
|
$
|
(6,592
|
)
|
$
|
7,679
|
|
Payments due by period
|
|||||||||||||||||||
Contractual Obligations
|
Total
|
Less than
1 year |
1 - 3 years
|
3 - 5 years
|
More than
5 years |
|||||||||||||||
|
(In thousands)
|
|||||||||||||||||||
Operating leases for facility and vehicles
|
$
|
510
|
$
|
205
|
$
|
305
|
$
|
-
|
$
|
-
|
||||||||||
Total
|
$
|
510
|
$
|
205
|
$
|
305
|
$
|
-
|
$
|
-
|
• |
a commitment to pay Oramed royalties equal to 3% of our net revenues pursuant to the terms of the Patent Transfer Agreement between us and Oramed; and
|
• |
a commitment to pay royalties to the IIA. See “Item 4.B.—Business Overview—Patent Transfer, Licensing Agreement and Grant Funding.”
|
Name
|
Age
|
Position
|
||
Executive Officers
|
|
|
||
Dr. Spiros Jamas
|
60
|
Chief Executive Officer and Director
|
||
Jonathan Lieber
|
51
|
U.S.-based Chief Financial Officer
|
||
Dana Yaacov-Garbeli
|
37
|
Israel-based Chief Financial Officer
|
||
Dr. Phillip Schwartz
|
59
|
President of Research and Development and Director
|
||
Dr. Hillel Galitzer
|
42
|
Chief Operating Officer
|
||
Dr. Arthur Santora
|
70
|
Chief Medical Officer
|
||
Non-Employee Directors
|
||||
Gerald Lieberman(2)
|
74
|
Director, Chairman of the Board of Directors
|
||
Dr. Roger J. Garceau
|
67
|
Director, Chief Development Advisor
|
||
Zeev Bronfeld
|
69
|
Director
|
||
Yonatan Malca
|
54
|
Director
|
||
Faith L. Charles(1) (2) (3) (4)
|
59
|
Director, Chairman of the Compensation Committee
|
||
Miranda J. Toledano(1) (2) (3) (4)
|
44
|
Director, Chairman of the Audit Committee
|
||
Gerald M. Ostrov(2) (3) (4)
|
71
|
Director
|
||
Sean Ellis
|
46
|
Director
|
Name
|
Position
|
Annual 2020 Compensation
|
||||||||||||||||||||
Base Salary
and Related Benefits ($) (1) |
Bonus ($)
|
Retirement,
Service Fees and Other Similar Benefits ($) |
Share Based
Compensation ($) (2) |
Total ($)
|
||||||||||||||||||
Dr. Phillip Schwartz (3)
|
President of Research and development and Director
|
384
|
30
|
27
|
$
|
169
|
610
|
|||||||||||||||
Mr. Adam Gridley (4)
|
Former Chief Executive Officer and Director
|
380
|
110
|
32
|
$
|
19
|
541
|
|||||||||||||||
Dr. Hillel Galitzer (5)
|
Chief Operating Officer
|
292
|
50
|
17
|
$
|
168
|
527
|
|||||||||||||||
Dr. Arthur Santora (6)
|
Chief Medical Officer
|
355
|
-
|
-
|
$
|
34
|
389
|
|||||||||||||||
Mr. Jonathan Lieber (7)
|
U.S based Chief Financial Officer
|
240
|
-
|
-
|
45
|
285
|
(1) |
Includes base salary, social benefits and car allowances. The amounts shown in this column represent expenses recorded or to be recorded by the Company, calculated using the average monthly exchange rates of the relevant month in which
the salary was recorded.
|
(2) |
Reflects the associated annual expense recorded in our financial statements for the year ended December 31, 2020, based on the grant date fair value of the share-based compensation granted in exchange for the directors’ and officers’
services. 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).
|
(3) |
Dr. Schwartz, who previously served as the Chief Executive Officer from inception through August 4, 2019, has served in his current position, since August 5, 2019. In November 2017, Dr. Schwartz was granted options to purchase 357,500
Ordinary Shares (with an exercise price of $6.31 per share) under our 2013 Equity Incentive Plan, of which 290,469 were vested as of March 16, 2021. The fair value of these options as of the grant date was $1,442,474.
|
(4) |
Mr. Gridley was appointed as our Chief Executive Officer on August 5, 2019 and resigned on August 7, 2020 with effect as of September 7, 2020. In connection with his appointment, Mr. Gridley was granted options to purchase 696,587
Ordinary Shares (with an exercise price of $2.75 per share) under our 2018 Equity Incentive Plan, or the 2018 Plan. The options will expire within 10 years from the grant date. This grant was ratified by our shareholders on October 3, 2019.
The fair value of these options as of the grant date was $1,074,186. In April 2020 he was granted an additional 31,502 options to purchase 31,502 Ordinary Shares (with an exercise price of $1.98 per share) under our 2018 Plan, none of which
were vested as of March 16, 2021. The options will expire within 10 years from the grant date. This grant was ratified by our shareholders on June 25, 2020. The fair value of these options as of the grant date was $37,176. Due to the
termination of his employment, 553,942 of his options have yet to fully vest, and have therefore expired. and 174,147 of his option that were fully vested have been expired in December 2020.
|
(5) |
In November 2017, Dr. Galitzer was granted options to purchase 143,000 Ordinary Shares (with an exercise price of $6.31 per share) under our 2013 Equity Incentive Plan, of which 116,188 were vested as of March 16, 2021. The options will
expire within 10 years from the grant date. The fair value of these options as of the grant date was $547,002. In March 2020, Dr. Galitzer was further granted options to purchase 175,000 Ordinary Shares (with an exercise price of $2.14 per
share) under our 2018 Plan, of which 43,750 were vested as of March 16, 2021. The options will expire within 10 years from the grant date. The fair value of these options as of the grant date was $229,631.
|
(6) |
In January 2019, Dr. Santora was granted options to purchase 25,000 Ordinary Shares (with an exercise price of $3.97 per share) under our 2018 Plan, of which 18,750 were vested as of March 16, 2021. The options will expire within 10
years from the grant date. This grant was ratified by our shareholders on May 20, 2019. The fair value of these options as of the grant date was $67,078. In March 2020, Dr. Santora was further granted options to purchase 40,000 Ordinary
Shares (with an exercise price of $2.14 per share) under our 2018 Plan,of which 10,000 were vested as of March16, 2021. The options will expire within 10 years from the grant date. This grant was ratified by our shareholders on June 25
2020. The fair value of these options as of the grant date was $46,067.
|
(7) |
In November 2019, Mr. Lieber was granted options to purchase 30,385 Ordinary Shares (with an exercise price of $2.53 per share) under our 2018 Plan, of which 18,991 were vested as of March 16, 2021. The options will expire within 10
years from the grant date. This grant was ratified by our shareholders on February 18, 2020. The fair value of these options as of the grant date was $59,797.
|
• |
the Class I directors are Zeev Bronfeld and Roger Garceau;
|
• |
the Class II directors are Phillip Schwartz and Yonatan Malca; and
|
• |
the Class III directors are Gerald Lieberman, Gerald M. Ostrov and Mr. Sean Ellis.
|
• |
he or she meets the primary qualifications for being appointed as an external director, except for the requirements that the director possess accounting and financial expertise or professional qualifications; and
|
• |
he or she has not served as a director of the company for a period exceeding nine consecutive years, subject to extension for additional terms under certain circumstances. For this purpose, a break of less than two years in the service
shall not be deemed to interrupt the continuation of the service.
|
• |
a transaction other than in the ordinary course of business;
|
• |
a transaction that is not on market terms; or
|
• |
a transaction that may have a material impact on a company’s profitability, assets or liabilities.
|
• |
financial liability imposed on him or her in favor of another person pursuant to a judgment, including a settlement or arbitrator’s award approved by a court. However, if an undertaking to indemnify an office holder with respect to such
liability is provided in advance, then such an undertaking must be limited to events which, in the opinion of the board of directors, can be foreseen based on the company’s activities when the undertaking to indemnify is given, and to an
amount or according to criteria determined by the board of directors as reasonable under the circumstances, and such undertaking shall detail such foreseen events and amount or criteria;
|
• |
reasonable litigation expenses, including attorneys’ fees, incurred by the office holder (1) as a result of an investigation or proceeding instituted against him or her by an authority authorized to conduct such investigation or
proceeding, provided that (i) no indictment was filed against such office holder as a result of such investigation or proceeding, and (ii) no financial liability was imposed upon him or her as a substitute for the criminal proceeding as a
result of such investigation or proceeding or, if such financial liability was imposed, it was imposed with respect to an offense that does not require proof of criminal intent; and (2) in connection with a forfeit; and
|
• |
reasonable litigation expenses, including attorneys’ fees, incurred by the office holder or imposed by a court in proceedings instituted against him or her by the company, on its behalf or by a third party, or in connection with criminal
proceedings in which the office holder was acquitted, or as a result of a conviction for an offense that does not require proof of criminal intent.
|
• |
a breach of the duty of loyalty to the company, provided that the office holder acted in good faith and had reasonable grounds to believe that the act would not harm the company;
|
• |
a breach of the duty of care to the company or to a third party; and
|
• |
a financial liability imposed on the office holder in favor of a third party.
|
• |
a breach of the duty of loyalty, except for indemnification and insurance for a breach of the duty of loyalty to the company to the extent that the office holder acted in good faith and had a reasonable grounds to believe that the act
would not harm the company;
|
• |
a breach of the duty of care committed intentionally or recklessly, excluding a breach arising out of the negligent conduct of the office holder;
|
• |
an act or omission committed with intent to derive illegal personal benefit; or
|
• |
a fine, monetary sanction, forfeit or penalty levied against, or imposed upon, the office holder.
|
|
Employees
|
|||
Area of Activity:
|
||||
Research and development
|
14
|
|||
General and administrative
|
2
|
|||
Total
|
16
|
Name
|
|
Type of
Security
|
|
Number of
Securities(1)
|
Options/warrants Exercise Price ($)
|
|
Options/ warrants Exercise Date
|
|
Expiration Date
|
|
Percent of Shares Outstanding(2)
|
|
|
Dr. Phillip Schwartz
|
|
Shares
|
|
579,410
|
-
|
|
-
|
|
-
|
|
|||
|
Options
|
|
357,500
|
6.31
|
|
11/23/2021
|
|
11/23/2023
|
|
||||
3.62%
|
|||||||||||||
Dr. Hillel Galitzer
|
Shares
|
36,010
|
-
|
-
|
-
|
||||||||
Options
|
143,000
|
6.31
|
11/15/2021
|
11/15/2023
|
|||||||||
Options
|
175,000
|
2.14
|
3/16/2024
|
16/3/2030
|
|||||||||
*
|
|||||||||||||
Dr. Arthur Sentora
|
Options
|
25,000
|
3.97
|
1/16/2022
|
1/17/2029
|
||||||||
Options
|
40,000
|
2.14
|
03/1/2024
|
16/3/2030
|
|||||||||
*
|
|||||||||||||
Jonatan Lieber
|
Options
|
30,385
|
2.53
|
11/17/2021
|
11/17/2029
|
*
|
Name
|
Number and Percentage of
Ordinary Shares
|
|||||||
Number
|
Percent
|
|||||||
5% or Greater Shareholders (other than directors and executive officers)
|
||||||||
D.N.A Biomedical Solutions Ltd.(1)
|
3,762,959
|
15.74
|
%
|
|||||
Gakasa Holdings LLC(2)
|
2,374,275
|
9.74
|
%
|
|||||
Capital Point Ltd.(3)
|
1,147,385
|
4/82
|
%
|
|||||
Centillion Fund, Inc.(4)
|
1,131,130
|
4.77
|
%
|
|||||
Menachem Ehud Raphael(5)
|
1,390,997
|
5.79
|
%
|
|||||
Executive Officers and Directors:
|
||||||||
Zeev Bronfeld(6)
|
28,032
|
*
|
||||||
Yonatan Malca(7)
|
3,790,992
|
15.84
|
%
|
|||||
Dr. Phillip Schwartz(8)
|
869,879
|
3.62
|
%
|
|||||
Gerald Lieberman(9)
|
304,840
|
1.27
|
%
|
|||||
Dr. Roger J. Garceau(10)
|
361,270
|
1.50
|
%
|
|||||
Dr. Hillel Galitzer(11)
|
195,948
|
*
|
||||||
Jonathan Lieber(12)
|
21,523
|
*
|
||||||
Dr. Arthur Santora(13)
|
30,317
|
*
|
||||||
Faith L. Charles(14)
|
28,032
|
*
|
||||||
Miranda J. Toledano(15)
|
28,032
|
*
|
||||||
Gerald M. Ostrov(16)
|
25,229
|
*
|
||||||
Sean Ellis(17)
|
19,622
|
*
|
||||||
Spiros Jamas
|
-
|
-
|
||||||
Dana Yaacov-Garbeli(18)
|
8,750
|
*
|
||||||
All Directors and Executive Officers as a Group (14 persons)(19)
|
1,949,506
|
8.81
|
%
|
(1)
|
D.N.A’s holdings consisted of: (i) 3,594,183 Ordinary Shares as reported, (ii)Investor Warrants to purchase 168,776 Ordinary Shares exercisable within 60 days as of March 16, 2021, D.N.A’s
address is at Shimon Hatarsi 43 St., Tel Aviv, Israel.
|
(2)
|
Based on the Schedule 13G/A filed by Gakasa Holdings LLC. with the SEC on February 16, 2021 regarding its holdings as of December 31, 2020. Gakasa Holdings LLC. also holds warrants to
purchase 632,912 Ordinary Shares, exercisable within 60 days as of March 16, 2021. Gakasa Holdings LLC’s address is 201 S. Biscayne Blvd., Suite 800, Miami, Florida.
|
(3)
|
Based solely on the Schedule 13G/A filed by Capital Point Ltd. with the SEC on February 16, 2021 regarding its holdings as of December 31, 2020. Capital Point Ltd. reported that its
holdings comprised of (i) 1,077,621 Ordinary Shares, and (ii) warrants to purchase 69,764 Ordinary Shares exercisable within 60 days as of March 16, 2021. Capital Point Ltd.’s address is at 1 Azrieli Towers Tel Aviv, 67021 Israel.
|
(4)
|
Based on solely the Schedule 13G/A filed by Centillion Fund, Inc. with the SEC on February 10, 2021 regarding its holdings as of December 31, 2020. Centillion Fund Inc. reported that its
holdings comprised of 1,131,130 Ordinary Shares. Centillion Fund, Inc.’s address is at 10 Manoel Street, Castries, Saint Lucia.
|
(5)
|
Based solely on the Schedule 13G filed by Menachem Ehud Raphael with the SEC on February 16, 2021 regarding its holdings as of December 31, 2020.. Menachem Raphael’s address is at 12
Ha’seora, Tel Aviv, Israel.
|
(6)
|
Consists of 28,032 Ordinary Shares underlying options to acquire Ordinary Shares, exercisable within 60 days of March 16, 2021. Mr. Bronfeld notified to the Company that he is no longer a
beneficial owner of D.N.A Biomedical Solutions Ltd.
|
(7)
|
Mr. Yonatan Malca is the CEO and a director of D.N.A Biomedical. In addition, his holdings consists of 28,032 Ordinary Shares underlying options to acquire Ordinary Shares, exercisable
within 60 days of March 16, 2021.
|
(8)
|
Consists of (i) 579,410 Ordinary Shares and (ii) 290,469 Ordinary Shares underlying options to acquire Ordinary Shares, exercisable within 60 days of March 16, 2021.
|
(9)
|
Consists of (i) 97,872 Ordinary Shares, (ii) 175,322 Ordinary Shares underlying options to acquire Ordinary Shares, exercisable within 60 days of March 16, 2021, and (iii) warrants to
purchase 31,646 Ordinary Shares.
|
(10)
|
Consists of (i) 4,940 Ordinary Shares (ii) 356,330 Ordinary Shares underlying options to acquire Ordinary Shares, exercisable within 60 days of March 16, 2021
|
(11)
|
Consists of (i) 36,010 Ordinary Shares and (ii) 159,938 Ordinary Shares underlying options to acquire Ordinary Shares, exercisable within 60 days of March 16, 2021.
|
(12)
|
Consists of 21,523 Ordinary Shares underlying options to acquire Ordinary Shares, exercisable within 60 days of March 16, 2021.
|
(13)
|
Consists of 30,317 Ordinary Shares underlying options to acquire Ordinary Shares, exercisable within 60 days of March 16, 2021.
|
(14)
|
Consists of 28,032 Ordinary Shares underlying options to acquire Ordinary Shares, exercisable within 60 days of March 16, 2021.
|
(15)
|
Consists of 28,032 Ordinary Shares underlying options to acquire Ordinary Shares, exercisable within 60 days of March 16, 2021.
|
(16)
|
Consists of 25,229 Ordinary Shares underlying options to acquire Ordinary Shares, exercisable within 60 days of March 16, 2021.
|
(17)
|
Consists of 19,622 Ordinary Shares underlying options to acquire Ordinary Shares, exercisable within 60 days of March 16, 2021.
|
(18)
|
Consists of 8,750 Ordinary Shares underlying options to acquire Ordinary Shares, exercisable within 60 days of March 16, 2021.
|
(19)
|
Consists of (i) 718,232 Ordinary Shares, (ii) options to acquire 1,199,628 Ordinary Shares, exercisable within 60 days of March 16, 2021, and (iii) warrants to purchase 31,646 Ordinary
Shares.
|
• |
D.N.A Biomedical, a major shareholder, beneficially owned 34.8% of the Company at the time of our IPO, but owned 17.07% as of December 31, 2020.
|
• |
Gakasa Holdings LLC, a major shareholder, beneficially owned 13.04%of the Company as of December 31, 2020.
|
• |
Centillion Fund, Inc., a major shareholder, beneficially owned 17.3% of the Company at the time of our IPO, but owned 5.37% as of December 31, 2020.
|
• |
Phillip Schwartz, a former significant shareholder, ceased to beneficially own more than 5% of the Company in 2019, having dropped to 2.75% as of December 31, 2020.
|
• |
amortization over an eight-year period of the cost of purchased know-how and patents and rights to use a patent and know-how which are used for the development or advancement of the “industrial enterprise,” commencing on the year in
which such rights were first exercised;
|
• |
deductions over a three-year period of expenses incurred in connection with the issuance and listing of shares on a stock market;
|
• |
the right to elect, under specified conditions, to file a consolidated tax return together with related Israeli industrial companies; and
|
• |
accelerated depreciation rates on certain equipment and buildings.
|
• |
certain financial institutions;
|
• |
dealers or traders in securities that use a mark-to-market method of tax accounting;
|
• |
persons holding Ordinary Shares or IPO Warrants as part of a “straddle” or integrated transaction or persons entering into a constructive sale with respect to the Ordinary Shares or IPO Warrants;
|
• |
persons whose functional currency for U.S. federal income tax purposes is not the U.S. dollar;
|
• |
entities classified as partnerships for U.S. federal income tax purposes;
|
• |
tax exempt entities, “individual retirement accounts” or “Roth IRAs”;
|
• |
persons that own or are deemed to own 10% or more of our stock by vote or value; or
|
• |
persons holding our Ordinary Shares or IPO Warrants in connection with a trade or business conducted outside of the United States.
|
• |
a citizen or individual resident of the United States;
|
• |
a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States, any state therein or the District of Columbia; or
|
• |
an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.
|
(a) |
Disclosure Controls and Procedures
|
(b) |
Management’s Annual Report on Internal Control over Financial Reporting
|
• |
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and asset dispositions;
|
• |
provide reasonable assurance that transactions are recorded as necessary to permit the preparation of our financial statements in accordance with generally accepted accounting principles;
|
• |
provide reasonable assurance that receipts and expenditures are made only in accordance with authorizations of our management and board of directors (as appropriate); and
|
• |
provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements.
|
(c) |
Attestation Report of the Registered Public Accounting Firm
|
(d) |
Changes in Internal Control over Financial Reporting
|
|
Year Ended
December 31, |
|||||||
|
2020
|
2019
|
||||||
Audit fees (1)
|
$
|
145,000
|
$
|
106,813
|
||||
Tax fees(2)
|
17,000
|
4,500
|
||||||
Other services
|
-
|
-
|
||||||
Total fees
|
$
|
162,000
|
$
|
111,313
|
(1)
|
Includes professional services rendered in connection with the audit of our annual financial statements and the review of our interim financial statements and services related to the
company’s initial public offering and other registration statements.
|
(2)
|
Tax consulting services.
|
• |
Shareholder Approval. Although Nasdaq rules generally require shareholder approval of equity compensation plans and material amendments thereto, we intend to follow Israeli practice, which is to have such plans and amendments approved
only by the board of directors, unless such arrangements are for the compensation of executive officers or directors, in which case they also require the approval of the compensation committee, and in the case of directors and the chief
executive officer (and under certain circumstances, other executive officers) the approval of the shareholders. In addition, rather than following Nasdaq rules requiring shareholder approval for the issuance of securities in certain
circumstances, such as in private transactions exceeding 20% of the Company’s outstanding registered securities, we intend to follow Israeli law applicable to us, which requires shareholder approval in the event of issuances to certain
related parties, as described below under “—Fiduciary Duties and Approval of Related Party Transactions—Approval of Related Party Transactions.”
|
• |
Shareholder Quorum. Nasdaq rules require that an issuer have a quorum requirement for shareholder meetings of at least one-third of the outstanding shares of the issuer’s common voting stock. As permitted under the Companies Law,
pursuant to our amended Articles, the quorum required for an ordinary meeting of shareholders will consist of at least two shareholders present in person or by proxy who hold in the aggregate at least 25% of the voting power of our issued
and outstanding shares and, in an adjourned meeting, subject to certain exceptions, any two shareholders.
|
• |
Compensation Committee. Nasdaq rules require a listed company to have a compensation committee composed entirely of independent directors that operates pursuant to a written charter addressing its purpose, responsibilities and membership
qualifications and may receive counseling from independent consultants, after evaluating their independence. The purpose, responsibilities and membership qualifications of our compensation committee are governed by the Companies Law, rather
than the Nasdaq rules. In addition, under the Companies Law, there are no specific independence evaluation requirements for outside consultants.
|
• |
Independent Approval of Board Nominations. Nasdaq rules require a listed company to have independent control over the approval of board nominations, either through an independent nominating committee or through a vote by a majority of
the company’s independent directors. Under the Companies Law, there is no requirement to have a nominating committee or that board nominees be approved by independent directors.
|
• |
Independent Directors. Under Nasdaq rules, a majority of the board of directors must be independent. Under the Companies Law, there is no requirement that a majority of the board be independent, rather only that at least two directors
meet certain independence requirements and be classified as external directors for purposes of the Companies Law. See “Item 6.C.—Board Practices—External Directors.”
|
• |
Executive Sessions. Nasdaq rules require that independent directors hold regularly scheduled executive sessions, where only independent directors are present. Under the Companies Law, our independent directors may choose to hold
executive sessions at their discretion, but are not required to do so.
|
• |
Third Party Director Compensation. We follow Israeli law requirements with respect to disclosure of compensation for our directors and executive officers. Israeli law does not require that we disclose information regarding third party
compensation of our directors or director nominees. As a result, our practice varies from the third-party compensation disclosure requirements of Nasdaq.
|
• |
refrain from any conflict of interest between the performance of his or her duties to the company and his or her other duties or personal affairs;
|
• |
refrain from any activity that is competitive with the company;
|
• |
refrain from exploiting any business opportunity of the company to receive a personal gain for himself or herself or others; and
|
• |
disclose to the company any information or documents relating to the company’s affairs which the office holder received as a result of his or her position as an office holder.
|
• |
an amendment to the company’s articles of association;
|
• |
an increase of the company’s authorized share capital;
|
• |
a merger; or
|
• |
the approval of related party transactions and acts of office holders that require shareholder approval.
|
Page
|
|
Audited Financial Statements
|
|
Report of Independent Registered Public Accounting Firm
|
F-2
|
Consolidated statements of financial position
|
F-3
|
Consolidated statements of comprehensive loss
|
F-4
|
Consolidated statements of changes in shareholders' equity (capital deficiency)
|
F-5 - F-6
|
Consolidated statements of cash flows
|
F-7 - F-8
|
Notes to the consolidated financial statements
|
F-9 - F-40
|
EXHIBIT
NUMBER
|
DESCRIPTION OF DOCUMENT
|
101
|
The following materials from our Annual Report on Form 20-F for the year ended December 31, 2019 formatted in XBRL (Extensible Business Reporting Language) are furnished herewith: (i) the
Report of Independent Registered Public Accounting Firm, (ii) the consolidated statements of financial position, (iii) the consolidated statements of comprehensive loss, (iv) the consolidated statements of changes in shareholders’ equity
(capital deficiency), (v) the consolidated statements of cash flows, and (vi) the notes to consolidated financial statements, tagged as blocks of text and in detail.
|
|
ENTERA BIO LTD.
|
|
|
|
|
|
|
|
By:
|
/s/ Dr. Spiros Jamas
|
|
|
|
Dr. Spiros Jamas
|
|
|
|
Title: Chief Executive Officer
|
|
|
|
Date: March 18, 2020
|
|
Page
|
|
F-2
|
|
F-3
|
|
F-4
|
|
F-5 - F-6
|
|
F-7 - F-8
|
|
F-9 - F-40
|
Tel-Aviv, Israel
|
March 18, 2021
|
Kesselman & Kesselman, 146 Derech Menachem Begin, Tel-Aviv 6492103, Israel,
|
P.O Box 7187 Tel-Aviv 6107120, Telephone: +972 -3- 7954555, Fax:+972 -3- 7954556, www.pwc.com/il
|
December 31
|
|||||||||||
2020
|
2019
|
||||||||||
Note
|
U.S. dollars in thousands
|
||||||||||
A s s e t s
|
|||||||||||
CURRENT ASSETS:
|
|||||||||||
Cash and cash equivalents
|
8,593
|
15,185
|
|||||||||
Accounts receivable
|
12
|
255
|
278
|
||||||||
Other current assets
|
13a
|
|
261
|
173
|
|||||||
TOTAL CURRENT ASSETS
|
9,109
|
15,636
|
|||||||||
NON-CURRENT ASSETS:
|
|||||||||||
Property and equipment
|
192
|
202
|
|||||||||
Right of use assets
|
9
|
356
|
260
|
||||||||
Intangible assets
|
5
|
605
|
605
|
||||||||
TOTAL NON-CURRENT ASSETS
|
1,153
|
1,067
|
|||||||||
TOTAL ASSETS
|
10,262
|
16,703
|
|||||||||
Liabilities and shareholders' equity
|
|||||||||||
CURRENT LIABILITIES:
|
|||||||||||
Accounts payable:
|
|||||||||||
Trade
|
164
|
334
|
|||||||||
Other
|
13b
|
|
1,330
|
1,370
|
|||||||
Current maturities of lease liabilities
|
9
|
189
|
177
|
||||||||
Warrants to purchase ordinary shares
|
10
|
1,432
|
2,444
|
||||||||
Contract liabilities
|
12
|
158
|
267
|
||||||||
TOTAL CURRENT LIABILITIES
|
3,273
|
4,592
|
|||||||||
NON-CURRENT LIABILITIES:
|
|||||||||||
Lease liabilities
|
9
|
243
|
122
|
||||||||
Severance pay obligations, net
|
81
|
70
|
|||||||||
TOTAL NON-CURRENT LIABILITIES
|
324
|
192
|
|||||||||
TOTAL LIABILITIES
|
3,597
|
4,784
|
|||||||||
COMMITMENTS AND CONTINGENCIES
|
8
|
||||||||||
SHAREHOLDERS' EQUITY:
|
10
|
||||||||||
Ordinary Shares, NIS 0.0000769 par value:
|
|||||||||||
Authorized - as of December 31, 2020 and December 31, 2019, 140,010,000 shares; issued and outstanding: as of December 31, 2020, and December 31, 2019
|
|||||||||||
21,057,922 and 17,864,684 shares, respectively
|
*
|
*
|
|||||||||
Accumulated other comprehensive income
|
41
|
41
|
|||||||||
Other reserves
|
8,924
|
11,398
|
|||||||||
Additional paid in capital
|
70,595
|
63,392
|
|||||||||
Accumulated deficit
|
(72,895
|
)
|
(62,912
|
)
|
|||||||
TOTAL SHAREHOLDERS' EQUITY
|
6,665
|
11,919
|
|||||||||
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY |
10,262
|
16,703
|
Year ended December 31
|
|||||||||||||||
2020
|
2019
|
2018
|
|||||||||||||
Note
|
U.S. dollars in thousands
|
||||||||||||||
REVENUE
|
12
|
365
|
236
|
500
|
|||||||||||
COST OF REVENUE
|
209
|
210
|
- |
||||||||||||
RESEARCH AND DEVELOPMENT EXPENSES, NET
|
6,398
|
7,199
|
8,518
|
||||||||||||
GENERAL AND ADMINISTRATIVE EXPENSES
|
4,891
|
4,281
|
2,843
|
||||||||||||
OPERATING LOSS
|
11,133
|
11,454
|
10,861
|
||||||||||||
FINANCIAL INCOME:
|
6,7,10
|
||||||||||||||
Income from change in fair value of financial
|
|||||||||||||||
liabilities at fair value through profit or
|
|||||||||||||||
loss, net
|
(1,237
|
) |
(743
|
)
|
(523
|
)
|
|||||||||
Other financial expenses (income), net
|
67
|
84
|
(34
|
) | |||||||||||
FINANCIAL INCOME, NET
|
(1,170
|
) |
(659
|
) |
(557
|
) | |||||||||
LOSS BEFORE TAXES
|
9,963
|
10,795
|
10,304
|
||||||||||||
TAXES ON INCOME
|
20
|
-
|
-
|
||||||||||||
NET COMPREHENSIVE LOSS FOR THE
|
|||||||||||||||
YEAR
|
9,983
|
10,795
|
10,304
|
||||||||||||
U.S. dollars
|
|||||||||||||||
(except for share numbers)
|
|||||||||||||||
LOSS PER ORDINARY SHARE:
|
14
|
||||||||||||||
Basic
|
0.54
|
0.89
|
1.30
|
||||||||||||
Diluted
|
0.55
|
0.89
|
1.31
|
||||||||||||
WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES:
|
|||||||||||||||
Basic
|
18,417,093
|
12,146,729
|
7,955,447
|
||||||||||||
Diluted
|
18,563,675
|
12,146,729
|
7,983,402
|
Number of ordinary shares
|
Ordinary Shares- Amount
|
Accumulated other comprehensive income
|
Other reserves
|
Additional paid in capital
|
Accumulated deficit
|
Total
|
||||||||||||||||||||||
U.S. dollars in thousands
|
||||||||||||||||||||||||||||
BALANCE AT JANUARY 1, 2018
|
4,490,720
|
*
|
41
|
7,361
|
2,853
|
(41,813
|
)
|
(31,558
|
)
|
|||||||||||||||||||
CHANGES DURING THE YEAR
|
||||||||||||||||||||||||||||
ENDED DECEMBER 31, 2018:
|
||||||||||||||||||||||||||||
Loss for the year
|
-
|
-
|
-
|
-
|
-
|
(10,304
|
)
|
(10,304
|
)
|
|||||||||||||||||||
Share-based compensation
|
-
|
-
|
-
|
1,233
|
-
|
-
|
1,233
|
|||||||||||||||||||||
Issuance of shares and warrants, net
|
1,410,000
|
*
|
-
|
427
|
8,011
|
-
|
8,438
|
|||||||||||||||||||||
Conversion of Preferred shares into Ordinary shares
|
4,905,420
|
*
|
-
|
-
|
32,621
|
-
|
32,621
|
|||||||||||||||||||||
Conversion of convertible loan into Ordinary shares
|
622,180
|
*
|
-
|
-
|
4,138
|
-
|
4,138
|
|||||||||||||||||||||
Classification of Warrants to purchase preferred shares and shares into Warrants to purchase ordinary shares
|
-
|
-
|
-
|
5,548
|
-
|
-
|
5,548
|
|||||||||||||||||||||
Reclassification due to share-based compensation expired
|
-
|
-
|
-
|
(1,195
|
)
|
1,195
|
-
|
-
|
||||||||||||||||||||
Exercise of options to ordinary shares
|
31,460
|
*
|
-
|
(304
|
)
|
304
|
-
|
-
|
||||||||||||||||||||
Reclassification of capital contribution from controlling shareholder
|
-
|
-
|
-
|
(51
|
)
|
51
|
-
|
-
|
||||||||||||||||||||
BALANCE AT DECEMBER 31, 2018
|
11,459,780
|
*
|
41
|
13,019
|
49,173
|
(52,117
|
)
|
10,116
|
Number of ordinary shares
|
Ordinary Shares- Amount
|
Accumulated other comprehensive income
|
Other reserves
|
Additional paid in capital
|
Accumulated deficit
|
Total
|
||||||||||||||||||||||
U.S. dollars in thousands
|
||||||||||||||||||||||||||||
BALANCE AT JANUARY 1, 2019
|
11,459,780
|
*
|
41
|
13,019
|
49,173
|
(52,117
|
) |
10,116
|
||||||||||||||||||||
CHANGES DURING THE YEAR
|
||||||||||||||||||||||||||||
ENDED DECEMBER 31, 2019:
|
||||||||||||||||||||||||||||
Net loss for the year
|
(10,795
|
) |
(10,795
|
) |
||||||||||||||||||||||||
Exercise of options to ordinary shares
|
662,251
|
*
|
-
|
(586
|
) |
724
|
-
|
138
|
||||||||||||||||||||
Issuance of shares due to exercise of right
|
||||||||||||||||||||||||||||
to purchase ordinary shares
|
32,500
|
*
|
-
|
(99
|
) |
199
|
-
|
100
|
||||||||||||||||||||
Issuance of shares and warrant due to a private placement, net of issuance costs
|
5,710,153
|
*
|
205
|
10,672
|
10,877
|
|||||||||||||||||||||||
Reclassification due to share-based
|
-
|
|||||||||||||||||||||||||||
compensation and warrants expired
|
-
|
-
|
-
|
(2,624
|
) |
2,624
|
-
|
|||||||||||||||||||||
Share-based compensation
|
-
|
-
|
-
|
1,483
|
-
|
-
|
1,483
|
|||||||||||||||||||||
BALANCE AT DECEMBER 31, 2019
|
||||||||||||||||||||||||||||
17,864,684
|
*
|
41
|
11,398
|
63,392
|
62,912
|
11,919
|
||||||||||||||||||||||
BALANCE AT JANUARY 1, 2020
|
17,864,684
|
*
|
41
|
11,398
|
63,392
|
(62,912
|
) |
11,919
|
||||||||||||||||||||
CHANGES DURING THE YEAR
|
||||||||||||||||||||||||||||
ENDED DECEMBER 31, 2020:
|
||||||||||||||||||||||||||||
Net loss for the year
|
-
|
-
|
-
|
(9,983
|
) |
(9,983
|
) |
|||||||||||||||||||||
Exercise of options to ordinary shares
|
31,954
|
*
|
-
|
(35
|
) |
103
|
-
|
68
|
||||||||||||||||||||
Issuance of shares and warrant due to a private placement, net of issuance costs
|
337,553
|
*
|
-
|
-
|
573
|
-
|
573
|
|||||||||||||||||||||
Issuance of shares due to the ATM program, net of issuance costs
|
2,802,731
|
*
|
-
|
-
|
3,187
|
-
|
3,187
|
|||||||||||||||||||||
Expiration of options and warrants
|
(3,300
|
) |
3,300
|
-
|
||||||||||||||||||||||||
Vested restricted share units
|
21,000
|
*
|
-
|
(40
|
) |
40
|
-
|
-
|
||||||||||||||||||||
Share-based compensation
|
-
|
-
|
-
|
901
|
-
|
-
|
901
|
|||||||||||||||||||||
BALANCE AT DECEMBER 31, 2020
|
||||||||||||||||||||||||||||
21,057,922
|
*
|
41
|
8,924
|
70,595
|
(72,895
|
) |
6,665
|
Year ended December 31
|
||||||||||||
2020
|
2019
|
2018
|
||||||||||
U.S. dollars in thousands
|
||||||||||||
CASH FLOWS USED IN OPERATING ACTIVITIES:
|
||||||||||||
Net loss for the year
|
(9,983
|
)
|
(10,795
|
)
|
(10,304
|
)
|
||||||
Adjustments required to reflect net cash
|
||||||||||||
used in operating activities (see appendix A)
|
(440
|
)
|
1,876
|
508
|
||||||||
Net cash used in operating activities
|
(10,423
|
)
|
(8,919
|
)
|
(9,796
|
)
|
||||||
CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES:
|
||||||||||||
Restricted deposits
|
(33
|
)
|
(14
|
)
|
-
|
|||||||
Short-term bank deposits
|
-
|
4,000
|
(4,000
|
)
|
||||||||
Purchase of property and equipment
|
(53
|
)
|
(40
|
)
|
(68
|
)
|
||||||
Net cash provided by (used in) investing activities
|
(86
|
)
|
3,946
|
(4,068
|
)
|
|||||||
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:
|
||||||||||||
Principle element of lease payments
|
(136
|
)
|
(114
|
)
|
-
|
|||||||
Issuance of ordinary shares and warrants, net of issuance costs
|
798
|
12,528
|
9,624
|
|||||||||
Issuance of shares due to the ATM program, net of
issuance costs |
3,187
|
- |
- |
|||||||||
Proceeds from exercise of warrants
|
-
|
100
|
-
|
|||||||||
Proceeds from exercise of options
|
68
|
138
|
-
|
|||||||||
Net cash provided by financing activities
|
3,917
|
12,652
|
9,624
|
|||||||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
(6,592
|
)
|
7,679
|
(4,240
|
)
|
|||||||
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE YEAR
|
15,185
|
7,506
|
11,746
|
|||||||||
CASH AND CASH EQUIVALENTS AT END OF
THE YEAR
|
8,593
|
15,185 |
7,506 |
Year ended December 31
|
||||||||||||
2020
|
2019
|
2018
|
||||||||||
U.S. dollars in thousands
|
||||||||||||
APPENDIX A:
|
||||||||||||
Adjustments required to reflect net cash used in operating activities:
|
||||||||||||
Depreciation
|
225
|
238
|
54
|
|||||||||
Change in fair value of financial liabilities at fair value through profit or loss
|
(1,237
|
)
|
(743
|
)
|
(523
|
)
|
||||||
Issuance costs
|
-
|
164
|
270
|
|||||||||
Financial expenses, net
|
55
|
10
|
21
|
|||||||||
Net changes in severance pay obligation
|
11
|
5
|
(5
|
)
|
||||||||
Share-based compensation
|
901
|
1,483
|
1,233
|
|||||||||
(45
|
)
|
1,157
|
1,050
|
|||||||||
Changes in working capital:
|
||||||||||||
Decrease (increase) in accounts receivable
|
23
|
447
|
(725
|
)
|
||||||||
Decrease (increase) in other current assets
|
(55
|
)
|
61
|
451
|
||||||||
Increase (decrease) in accounts payable:
|
||||||||||||
Trade
|
(170
|
)
|
(139
|
)
|
(123
|
)
|
||||||
Other
|
(40
|
)
|
280
|
(334
|
)
|
|||||||
Increase (decrease) in contract liabilities
|
(109
|
)
|
42
|
225
|
||||||||
(351
|
)
|
691
|
(506
|
)
|
||||||||
Cash used for operating activities:
|
||||||||||||
Interest received
|
-
|
83
|
-
|
|||||||||
Interest paid
|
(44
|
)
|
(55
|
)
|
(36
|
)
|
||||||
(440
|
)
|
1,876
|
508
|
|||||||||
APPENDIX B:
|
||||||||||||
Supplementary information on investing and financing activities not involving cash flows: |
||||||||||||
Conversion of preferred shares into ordinary shares
|
-
|
-
|
32,621
|
|||||||||
Conversion of convertible loan into ordinary shares
|
-
|
-
|
4,138
|
|||||||||
Right of use assets obtained in exchange for new operating lease liabilities |
258
|
224 |
- |
|||||||||
Vested restricted shares units |
*
|
-
|
-
|
a. |
General:
|
1. |
Entera Bio Ltd. (collectively with its subsidiary, the "Company") was incorporated on September 30, 2009 and commenced operation on June 1, 2010. On January 8, 2018 the Company incorporated Entera Bio Inc., a fully owned subsidiary
incorporated in Delaware USA. The Company is a leader in the development and commercialization of orally delivered large molecule therapeutics for use in areas with significant unmet medical need where adoption of injectable therapies is
limited due to cost, convenience and compliance challenges for patients. The Company’s most advanced product candidates, EB613 for the treatment of osteoporosis and EB612 for the treatment of hypoparathyroidism, are based on its
proprietary technology platform and are both in Phase 2 clinical development. The Company also licenses its technology to biopharmaceutical companies for use with their proprietary compounds and, to date, has completed one such
collaboration with Amgen Inc.
|
2. |
The Company's securities have been listed for trading on the Nasdaq Capital Market since the Company’s initial public offering in July 2018, where a total of 1,400,000 new ordinary shares were issued in consideration of net proceeds of
$9.6 million, after deducting offering expenses (see note 10b).
|
3. |
On December 10, 2018, the Company entered into a research collaboration and license agreement (the “Amgen Agreement”) with Amgen Inc. (“Amgen”) in inflammatory disease and other serious illnesses. Pursuant to the Amgen Agreement, the
Company and Amgen use the Company’s proprietary drug delivery platform to develop oral formulations for one preclinical large molecule program that Amgen has selected. Amgen also has options to select up to two additional programs to
include in the collaboration. Amgen is responsible for the clinical development, regulatory approval, manufacturing and worldwide commercialization of the programs.
|
b. |
Since the Company is engaged in research and development activities, it has not derived significant income from its activities and has incurred accumulated losses in the amount of $72.9 million through
December 31, 2020 and negative cash flows from operating activities. The Company's management is of the opinion that its available funds as of December 31, 2020 will allow the Company to operate under its current plans into the second
quarter of 2022. These factors raise substantial doubt as to the Company's ability to continue as a going concern.
|
c. |
COVID-19 pandemic
In December 2019, a novel strain of coronavirus, COVID-19, was identified in Wuhan, China. Starting in March 2020, this virus began to spread globally, including to the United States and Israel and continues to spread globally. The spread of COVID-19 from China to other countries has resulted in the Director General of the World Health Organization declaring the outbreak of COVID-19 as a pandemic. The COVID-19 outbreak continues to rapidly evolve. |
d. |
Approval of financial statements
These financial statements were approved by the Company's Board of Directors on March 17, 2021.
|
a. |
Basis of preparation of the financial statements:
|
b. |
Functional and presentation currency:
|
1) |
Functional and presentation currency
|
2) |
Transactions and balances
|
c. |
Basis of consolidation
The consolidated financial statements include the accounts of the Company and its subsidiary, Entera Bio Inc. Intercompany transactions and balances have been eliminated upon consolidation.
|
d. |
Cash and cash equivalents
Cash and cash equivalents include cash on hand and short-term bank deposits (with original maturities of three months or less) that are not restricted as to withdrawal or use and
are therefore considered to be cash equivalents.
|
e. |
Short-term bank deposits
Bank deposits with maturities of more than three months but less than one year are included in short-term bank deposits. The fair value of short-term bank deposits approximates their carrying
value, since they bear interest at rates close to the prevailing market rates.
|
f. |
Restricted deposits
Restricted deposits relate to accounts where withdrawals are restricted under contractual agreements.
|
g. |
Property and equipment
|
1) |
Property and equipment are stated at historical cost less accumulated depreciation and impairment. Historical cost includes expenditures that are directly attributable to the acquisition of the items. Repairs and maintenance are
charged to the statement of comprehensive loss during the period in which they are incurred.
|
2) |
The assets are depreciated using the straight-line method to allocate their cost over their estimated useful lives, as follows:
|
Years
|
||||
Compute equipment
|
3-5
|
|||
Office furniture
|
5
|
|||
Lab equipment
|
7-10
|
|||
Leasehold improvements*
|
3-5
|
h. |
Intangible assets:
|
1) |
Research and development expenses
|
• |
It is technically feasible to complete the intangible asset so that it will be available for use;
|
• |
Management intends to complete the intangible asset and use it or sell it;
|
• |
There is an ability to use or sell the intangible asset;
|
• |
It can be demonstrated how the intangible asset will generate probable future economic benefits;
|
• |
Adequate technical, financial and other resources to complete the development and to use or sell the intangible asset are available; and costs associated with the intangible asset during development can be measured reliably.
|
2) |
In process research and development (IPR&D)
IPR&D acquired is presented based on the fair value at the date of the acquisition and tested annually for impairment.
|
i. |
Impairment of non-financial assets
|
j. |
Leases
|
k. |
Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments. The Company operates in one operating segment. |
l. |
Financial instruments
Accounts receivables are classified at amortized cost. This category is subject to an impairment test under the expected credit losses model in accordance
with IFRS 9.
|
m. |
Warrants
Receipts in respect of warrants are classified as equity to the extent that they confer the right to purchase a fixed number of shares for a fixed exercise
price. In the event that the exercise price is not deemed to be fixed, the warrants are classified as a derivative financial liability. This liability is initially recognized at its fair value on the date the contract is entered
into and subsequently accounted for at fair value at each reporting date. Gains or losses arising from changes in the fair value of financial liabilities at fair value through profit or loss are presented in the statement of
comprehensive loss under "financial income" or "financial expenses". Transaction costs recorded as an expense when they occur.
|
n. |
Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are included in equity as a deduction from the proceeds.
|
o. |
Deferred income tax
Deferred income taxes are recognized using the liability method on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial
statements. Deferred income tax assets are recognized only to the extent that it is probable that future taxable income will be available against which the temporary differences can be utilized. Deferred income tax is
determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realized or the deferred income tax
liability is settled.
In the absence of expectation of taxable income in the future, no deferred tax assets are recorded in the financial statements.
|
p. |
Share-based payments
In 2018 and 2013, the Company adopted share-based compensation plans for employees, directors and service providers. As part of the plans, the Company
grants employees, directors and service providers, from time to time and at its discretion, options to purchase Company's ordinary shares. The fair value of the employees', directors' and service providers' services received in
exchange for the grant of the options is recognized as an expense in the statement of comprehensive loss. The total amount recognized as an expense over the vesting period of the options was determined by reference to the fair
value of the options granted at the date of grant. The option's grants for service providers measured at fair value according the services that will be provide.
Service conditions and performance vesting conditions are included in assumptions about the number of options that are expected to vest. The total expense
is recognized over the vesting period when the performance condition is probable. The vesting period is the period over which all of the specified vesting conditions are to be satisfied.
At the end of each reporting period, the Company revises its estimates of the number of options that are expected to vest based on the service conditions
and performance conditions. The Company recognizes the impact of the revision to original estimates, if any, in the statement of comprehensive loss, with a corresponding adjustment to "other reserves".
When options are exercised, the Company issues new shares, with proceeds less directly attributable transaction costs recognized as share capital (par
value) and additional paid in capital.
|
q. |
Revenue recognition:
The Company recognized revenue from the Amgen Agreement which was signed in December 2018 according to IFRS 15, "Revenues from Contracts with Customers”. Prior to the signing of the Amgen Agreement
in 2018, the Company did not have revenue transactions.
In determining the appropriate amount of revenue to be recognized as the Company fulfills its obligations under each of its agreements, the Company performs the following steps:
|
1. |
Identification of the contract, or contracts, with a customer.
|
2. |
Identification of the performance obligations in the contract.
|
3. |
Determination of the transaction price.
|
4. |
Allocation of the transaction price to the performance obligations in the contract.
|
5. |
Recognition of revenue.
|
On December 10, 2018, the Company entered into the Amgen Agreement in inflammatory disease and other serious illnesses. As part of the agreement, the
Company received non-refundable and non-creditable initial access payment of $725 thousand from Amgen in January 2019. The Company identified two promises in the agreement: a license to use the Company's proprietary drug delivery
platform and pre-clinical research and development services (“pre-clinical R&D services”). The preclinical R&D services include discovery, research and design preclinical activities relating to the programs selected by
Amgen.
Each of these promises met the definition of distinct performance obligation. The Company evaluated the standalone selling price of the pre-clinical R&D
services at $225 thousand and the right to use the intellectual property at $500 thousand.
|
q. |
Revenue recognition (continued):
The Company determined the license to the intellectual property to be a right to use that has significant standalone functionality separately from the pre-clinical R&D services since the
Company is not required to continue to support, develop or maintain the intellectual property transferred and will not undertake any activities to change the standalone functionality of the intellectual property. Therefore,
the license to the intellectual property is a distinct performance obligation and as such revenue is recognized at the point in time that control of the license is transferred to Amgen on December 10, 2018.
Revenues attributed to the preclinical R&Ds services are recognized during the period of the pre-clinical R&D services, over time according to the input model method on a cost-to-cost
basis.
Under IFRS 15, the consideration that the Company would be entitled to upon the achievement of contractual milestones, which are contingent upon the occurrence of future events of development and commercial progress, are a form of variable consideration. When assessing the portion, if any, of such milestone-related consideration to be included in the transaction price, the Company first assesses the most likely outcome for each milestone and excludes the consideration related to milestones of which the occurrence is not considered the most likely outcome. The Company then evaluates if any of the variable consideration determined in the first step is constrained. Variable consideration is included in the transaction price if, in the Company’s judgment, it is highly probable that a significant future reversal of cumulative revenue under the contract will not occur. Estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of the Company’s anticipated performance and all information (historical, current and forecasted) that is reasonably available. The Company did not recognize any revenues from any potential milestone payments. An entity should recognize revenue for a sales-based or usage-based royalty promised in exchange for a license of intellectual property only when (or as) the later of the following events
occurs:
|
a) |
The subsequent sale or usage occurs; and
|
b) |
The performance obligation to which some or all of the sales based or usage-based royalty has been allocated has been satisfied (or partially satisfied).
|
As royalties are payable based on future commercial sales, as defined in the agreement, which did not occur as of the date of the financial statements, the Company did not recognize any revenues
from royalties. See additional information in note 12.
|
r. |
Government grants
Government grants, which are received from Israel Innovation Authority (the "IIA") by way of participation in research and development that is conducted by the Company, fall within the
scope of "forgivable loans", as set forth in IAS 20 "The Accounting Treatment of Government Grants and Disclosure in respect of Government Assistance". Since at the time of the receipt of the grants there is no
reasonable assurance that the grants that have been received will be repaid, at the time of their receipt they are offset against the related research and development expenses in the statement of comprehensive loss.
To the extent that it is considered "more likely than not" that the grants will be repaid in the future, the Company would record a financial liability. Other government grants which are not subject to royalties are
offset against related research and development expenses in the statements of comprehensive loss.
|
s. |
Loss per ordinary share
Basic loss per share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average number of ordinary shares issued and outstanding during the year.
In computing diluted loss per share, the basic loss per share is adjusted to take into account the potential dilution that could occur upon the conversion of any dilutive financial instruments by subtracting from net loss
the fair value changes of such financial instruments, and by adjusting the weighted average number of outstanding ordinary shares, assuming conversion of all such dilutive potential shares. As of December 31, 2020, and
2019, the Company’s dilutive potential shares consisted of options and warrants. Prior to the Company’s IPO, the dilutive potential shares consisted of shares issuable upon conversion of convertible loan and preferred
shares, warrants and options. Potential shares are only dilutive if their conversion would increase the loss per share. If the loss per share would decrease, the shares are anti-dilutive and are excluded from the diluted
loss per share calculation.
|
t. |
Recently Issued Accounting Pronouncements
In September 2019, the IASB has issued amendments to IFRS 9 Financial Instruments, IAS 39 Financial Instruments:
Recognition and Measurement and IFRS 7 Financial Instruments: Disclosures that provide certain reliefs in connection with interest rate benchmark reform. The reliefs relate to hedge accounting and have the effect that
InterBank Offered Rate (IBOR) reform should not generally cause hedge accounting to terminate. However, any hedge ineffectiveness should continue to be recorded in the income statement. Given the pervasive nature of hedges
involving IBOR-based contracts, the reliefs will affect companies in all industries.
These amendments should be applied for annual periods beginning on or after January 1, 2020. Since the Company does not have financial instruments designated under hedge accounting, the
amendments will not have an impact on its consolidated financial statements.
|
a. |
Financial risk management:
|
1) |
Financial risk factors
|
2) |
Credit risk
|
3) |
Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash.
The Company is in a research stage and has not yet generated significant revenues from its activity. It is therefore exposed to liquidity risk, taking into
consideration the forecasts of cash flows required to finance its operations and other activities.
|
4) |
Market risk-Foreign exchange risk
The Company might be exposed to foreign exchange risk as a result of making payments to employees or service providers and investment of some liquidity in
currencies other than the Company's functional currency. The Company manages the foreign exchange risk by aligning the currencies for holding liquidity with the currencies of expected expenses, based on the expected cash flows of the
Company.
|
b. |
Capital risk management
The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to provide
returns for shareholders and to maintain an optimal capital structure to reduce the cost of capital. It should be noted that the Company is in the research and development stage and has not yet generated significant revenues.
|
c. |
Fair value of financial instruments
The different levels of valuation of financial instruments are defined as follows:
Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities.
|
Level 2 Inputs, other than quoted prices included within level 1 that are observable for the asset or liability, either directly (as
prices) or indirectly (derived from prices).
|
Level 3 Inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The fair value of financial instruments traded in active markets is based on quoted market prices at the dates of the statements of financial position.
|
d. |
Classification of financial instruments by groups:
|
Financial liabilities at fair value through profit or loss
|
Financial liabilities at amortized cost |
Total
|
||||||||||
U.S. dollars in thousands
|
||||||||||||
As of December 31,
2020: |
||||||||||||
Trade and other payable
|
-
|
1,494
|
1,494
|
|||||||||
Warrants to purchase ordinary shares (Level 1) (1)
|
239
|
-
|
239
|
|||||||||
Warrants to purchase ordinary shares (Level 3) (2)
|
1,193
|
-
|
1,193
|
|||||||||
Lease liabilities
|
432
|
432
|
||||||||||
1,432
|
1,926
|
3,358
|
||||||||||
As of December 31,
2019: |
||||||||||||
Trade and other payable
|
-
|
1,704
|
1,704
|
|||||||||
Warrants to purchase ordinary shares (Level 1) (1)
|
266
|
-
|
266
|
|||||||||
Warrants to purchase ordinary shares (Level 3) (2)
|
2,178
|
-
|
2,178
|
|||||||||
Lease liabilities
|
-
|
299
|
299
|
|||||||||
2,444
|
2,003
|
4,447
|
(1) Tradable warrants presented above are valuated based on the market price (a Level 1 valuation).
|
(2) Warrants to purchase ordinary shares issued in December 2019 and February 2020 are valuated based on the Monte-Carlo
pricing model (a Level 3 valuation).
|
December 31
|
December 31
|
|||||||
2020
|
2019
|
|||||||
Price per share
|
$
|
1.08
|
$
|
1.84-$2.07
|
||||
Volatility
|
66
|
%
|
62%-63
|
%
|
||||
Expected term
|
2
|
3
|
||||||
Risk free interest rate
|
0.1%-0.13
|
%
|
1.63%-1.71
|
%
|
||||
Expected dividend
|
0
|
%
|
0
|
%
|
a. |
On June 1, 2010 D.N.A. Biomedical Solutions Ltd. ("D.N.A.") and Oramed Ltd., ("Oramed") entered into a joint venture agreement, (the "Joint Venture Agreement") for the establishment of Entera Bio Ltd. According to the Joint Venture
Agreement each of D.N.A. and Oramed acquired 50% of the Company's ordinary shares. D.N.A invested $600,000 in the Company, and Oramed and the Company entered into a Patent License Agreement pursuant to which Oramed licensed to the Company
certain of Oramed's patent (the “IPR&D”). The IPR&D was recorded as an intangible asset based on its fair value.
|
b. |
The Company tests intangible assets for impairment at least once a year at December 31 by calculating the recoverable amount of the cash generating unit to which the intangible asset belongs, which is the Company as a whole. The
recoverable amount is calculated based on a fair value less cost to sell. For the purpose of calculating fair value of the Company's equity as of December 31, 2020 and December 31, 2019, the Company applied the market approach and
calculated its enterprise value based on the quoted price per share.
|
As of December 31, 2020, and 2019, there were no convertible loans outstanding. The convertible loans as described below were eventually
converted into ordinary shares of the Company upon the closing of the Company’s initial public offering in July 2018.
During 2012 through 2016, the Company entered into several convertible loan agreements with certain lenders for the aggregate amount of $12.4 million. Each of
the loans bears interest at a rate between 0.6% to 5% per year, which is to be repaid as described in each agreement. The lenders had the right to convert the loan into the Company's ordinary shares upon a specific transaction (Such
as, an IPO) as detailed in each loan agreement, as follows:
|
1. |
2012 Convertible Loan in an aggregate amount of $4.1 million. Following the Closing of the IPO (see note 10b below), the Company’s outstanding 2012 Convertible loans in the amount of $4.1 million were automatically converted into
622,180 Ordinary Shares of the Company.
|
2. |
2015 Convertible Loan in an aggregate amount of $2.0 million, of which $1.1 million repaid in 2017 (as exchange to 2016 convertible loan) and the remaining $0.9 million have been repaid in 2017 as well. In connection with the
2015 Convertible Loan, the Company issued to the lenders warrants to purchase additional shares equal to 40% of the shares issued upon conversion of the loan.
|
3. |
2016 Convertible Loan in an aggregate amount of approximately $7.4 million. In connection with the 2016 Convertible Loan, the Company issued to the lenders warrants to purchase additional shares equal to 40% of the shares
issued upon conversion of the loan. The warrant will be exercisable for 4 years from the grant date. See also note 10b.
|
As described in note 10b, as part of the Series B preferred share purchase agreement, the 2016 convertible loan together with the accrued interest was converted into 1,719,770 series
B-1 preferred shares at a price per share of $5.24. At that time, the 2016 Warrants became warrant to purchase Series B preferred shares at an exercise price of $6.99.
|
As of December 31, 2020, and 2019, there were no preferred shares outstanding. The preferred shares converted into ordinary shares of the Company upon the closing of the Company’s initial public
offering in July 2018. See also note 10b.
|
1. |
During 2014 through 2018, the Company entered into a Preferred Share Purchase Agreements (the Series A agreements) and its amendments with Centillion and certain shareholders (the “Investors”), the Company issued 10,222
preferred A shares and 2,554 warrants to purchase preferred A shares for an aggregate purchase price of approximately $5 million.
For accounting of purposes, the preferred shares and warrants to preferred shares were classified as a financial liability and measured at fair value through profit or loss at each balance sheet date up to July 2, 2018.
On July 2, 2018, following the Closing of the IPO, the Company’s 10,222 preferred A shares were automatically converted into 1,328,860 ordinary shares of
the Company (after the share split). In addition, the 2,554 (before stock split) warrants to purchase preferred A shares were converted into 332,020 warrants to purchase ordinary shares of the Company. In addition, existing
options to purchase Series A preferred shares and warrants to purchase Series A preferred shares, granted to certain holders of our Series A preferred shares that were exercisable upon the closing of the IPO, were automatically
converted into options to purchase 387,530 ordinary shares of the Company and into warrants to purchase 85,931 ordinary shares of the Company.
|
2. |
In 2017, the Company entered into a Series B preferred share purchase agreement (the “Preferred B Financing”), with certain investors, including D.N.A and Centillion (together, the “Investors”). Pursuant to the terms of the
agreement, the Company issued 14,283 Series B preferred shares for an aggregate purchase price of $12.1 million, net of issuance costs. The Company also issued to a broker dealer, a warrant to purchase 526 Series B preferred
shares, at a price of $908.78 per share and recorded additional issuance costs of $198 thousand.
The Preferred B Financing constitutes a Triggering Event as defined in the 2016 Convertible Loan and as a result, the entire loan amount under the
2016 Convertible Loan, together with accrued interest in the amount of $9.0 million, was automatically converted into 13,229 Series B-1 preferred shares at a price per share of $681.585 and the warrants issued became
warrants to purchase Series B preferred shares at an exercise price of $908.78. The rights of the Series B-1 preferred shares are identical in all respects (other than the price per share) to the Series B preferred shares.
On July 2, 2018, following the Closing of the IPO as described in note 10b, the Company series B preferred shares and series B-1 preferred shares were
automatically converted into 1,856,790 and 1,719,770, Ordinary Shares of the Company, respectively (after the share split).In addition, warrants to purchase Series B preferred shares and warrants to purchase Series B-1
preferred shares were automatically converted into 756,340 and 467,220 warrants, respectively, to purchase Ordinary Shares of the Company. See also note 10b.
|
a. |
Pursuant to the Patent Transfer Agreement with Oramed, the Company is committed to pay royalties to Oramed - see also note 5.
|
b. |
The Company is committed to pay royalties to the Government of Israel on proceeds from sales of products in the research and development of which the Government participates by way of grants. At the time the grants were received,
successful development of the related project was not assumed. In the case of failure of the project that was partly financed by the Government of Israel, the Company is not obligated to pay any such royalties. Under the terms of the
Company’s funding from the Israeli Government, royalties are payable on sales of products developed from projects so funded of 3% during the first three years, from commencement of revenues, 4% during the subsequent three years and 5%
commencing the seventh year up to 100% of the amount of the grant received by the Company (dollar linked) with the addition of annual interest based on Libor. The amount that must be repaid may be increased to three times the amount of
the grant received, and the rate of royalties may be accelerated, if manufacturing of the products developed with the grant money is transferred outside of the State of Israel. As of December 31, 2020, the total royalty amount that would
be payable by the Company, before the additional Libor interest and payments as described below, is approximately $460,000.
Following the signing of the Amgen Agreement (see note 1a(4)), the Israeli Innovation Authority (the "IIA") determined that the Company should pay 5.38% of each
payment that will be received by the Company from Amgen on the license of IP up to 6 times the grant received. As of December 31, 2020, the Company paid $54,000 to the IIA. In January 2021, the Company paid an additional $13,000 to the
IIA.
|
c. |
Emisphere Technologies, Inc., or Emisphere, has notified the Company that it believes that it is the exclusive owner of certain U.S. and related foreign patents and patent applications the Company acquired
from Oramed Ltd. Emisphere has not initiated a legal proceeding as of the date of the approval of this financial statement. If Emisphere were to initiate a legal proceeding, the Company would vigorously defend against such claim and
believe that Emisphere’s notification is without merit.
|
• |
Use of a single discount rate to a portfolio of leases with reasonably similar characteristics;
|
• |
Reliance on previous assessments on whether leases are onerous;
|
• |
Exclusion of initial direct costs for the measurement of the right-of-use asset at the date of initial application;
|
• |
Use of hindsight in determining the lease term where the contract contains options to extend or terminate the lease.
|
As of
December 31,
2020
|
As of
December 31,
2019
|
As of
January 1,
2019
|
||||||||||
Facility
|
306
|
253
|
151
|
|||||||||
Vehicles
|
50
|
7
|
15
|
|||||||||
Total right-of-use asset
|
356
|
260
|
166
|
Payments due by period
|
||||||||||||
Total
|
Less than
1 year |
1 - 3 years
|
||||||||||
(In thousands)
|
||||||||||||
Operating leases for facility and vehicles as of December 31, 2019
|
$
|
346
|
$
|
177
|
$
|
169
|
||||||
Operating leases for facility and vehicles as of December 31, 2020
|
$
|
510
|
$
|
205
|
$
|
305
|
Year ended December 31,
|
||||||||
2020
|
2019
|
|||||||
Depreciation expense:
|
||||||||
Facility
|
137
|
121
|
||||||
Vehicles
|
7
|
9
|
||||||
Financial expense
|
33
|
55
|
||||||
Cash paid for amounts included in the measurement of lease liabilities
|
179
|
169
|
||||||
Right of use assets obtained in exchange for expanded period of operating lease liabilities
|
258
|
224
|
a. |
The share capital composed of ordinary shares of NIS 0.0000769 par value, as follows:
|
Number of ordinary shares
|
||||||||
December 31
|
||||||||
2020
|
2019
|
|||||||
Authorized
|
140,010,000
|
140,010,000
|
||||||
Issued
|
21,057,922
|
17,864,684
|
b. |
Initial Public Offering (“IPO”)
|
1) |
A 1-for- 130 split of the Company's ordinary shares. Following the split, the Company retrospectively reflected the change in the share capital of the Company for all periods presented. Unless otherwise indicated, all of the ordinary
share numbers, losses per ordinary share, share prices, options and warrants in these financial statements have been adjusted, on a retroactive basis, to reflect this 1-for- 130 split.
|
2) |
The Company’s outstanding 2012 Convertible loans were automatically converted into 622,180 Ordinary Shares of the Company.
|
3) |
The Company's series A preferred shares, series B preferred shares and series B-1 preferred shares were automatically converted into 1,328,860, 1,856,790 and 1,719,770, Ordinary Shares of the Company, respectively.
|
4) |
The Company's warrants to purchase series A preferred shares, warrants to purchase Series B preferred shares and warrants to purchase Series B-1 preferred shares were automatically converted into 332,020, 756,340 and 467,220 warrants,
respectively, to purchase ordinary shares of the Company.
|
5) |
Existing options to purchase Series A preferred shares and warrants to purchase Series A preferred shares, granted to certain holders of our Series A preferred shares that were exercisable upon the closing of the IPO, were
automatically converted into options to purchase 387,530 Ordinary Shares of the Company and into warrants to purchase 96,980 Ordinary Shares of the Company.
|
b. |
IPO (continued):
|
c. |
In July 2019, one of the Company’ shareholders' exercised his option to acquire 32,500 ordinary shares and additional 8,190 warrants for a total consideration of $100,000 (upon achievement of the second milestone) in accordance with
the preferred share A purchase agreement signed in 2014 and its amendments.
|
d. |
On July 20, 2019, the 443,950 warrants and certain additional options to purchase 443,950 ordinary shares for a purchase price of $3.69 per share (upon achievement of the second milestone) in accordance with the abovementioned
preferred share A purchase agreement and its amendments expired. Following the expiration, the Company classified $1.4 million from Other Reserves to Additional paid in Capital.
|
e. |
On October 4, 2019 the 467,220 warrants to purchase ordinary shares at a purchase price of $5.24, in accordance with the “2016 Convertible Loan” (Series B-1 preferred shares) expired. Following the expiration, the Company classified
$1.2 million from Other Reserves to Additional paid in Capital.
|
f. |
On December 11, 2019 and December 18, 2019 (“the first and second closing”), the Company entered into subscription agreements with a selected group of accredited investors, including certain board members and their affiliates for the
private placement of 5,710,153 ordinary shares for aggregate subscription proceeds to the Company of $13.5 million at $2.37 price per share. In addition, the Company granted 2,855,095 warrants, exercisable over a three-years period from
the date of issuance, to purchase 2,855,095 ordinary shares at a per share exercise price of $2.96.
|
1. |
A cash fees equal to 10% of the total proceeds paid by subscribers invested through the Broker.
|
2. |
Three-years warrants to purchase ordinary shares in the amount equal to 10% of the number of shares issued to subscribers invested through the Broker at a per share exercise price of $2.37 (“Broker Warrants Type 1”).
|
3. |
Three-years warrants to purchase ordinary share in the amount equal to 5% of number of shares issued to subscribers invested through the Broker at a per share exercise price of $2.96 (“Broker Warrants Type 2”), together with the Broker
Warrants Type 1 (the “Broker Warrants”).
|
g. |
On June 13, 2020, 687,960 warrants to purchase 687,960 ordinary shares for a purchase price of $6.99 per share in accordance with the Series B preferred share purchase agreement signed in 2016 and its following amendments expired.
Following the expiration, the Company classified $1.5 million from Other Reserves to Additional paid in Capital.
|
h. |
In July 2020, 340,210 warrants to purchase 340,210 ordinary shares for a purchase price of $3.69 per share in accordance with the Series A preferred share purchase agreement expired. Following the expiration, the Company classified
$1.2 million from Other Reserves to Additional paid in Capital.
|
i. |
On July 4, 2020, the Company established a primary registration statement under form F-3 and at-the-market equity program (the "ATM Program") that allows the Company to issue up to $13.9 million of ordinary shares, at the Company's
discretion. Distributions of the ordinary shares through the ATM Program were made pursuant to the terms of an equity distribution agreement dated July 13, 2020 among the Company and Canaccord Genuity LLC (the "Agent").
As of December 31, 2020, the Company issued 2,802,731 ordinary shares for gross proceeds of $3.5 million at a weighted average price of $1.27 per ordinary share through the Company’s ATM Program. The net
consideration from ATM Program was $3.2 million. These transactions triggered adjustment to the exercise price of the warrant issued as part of the Private Placement held in December 2019 and February 2020. See note 10f.
|
j. |
Share based compensation:
|
1) |
Share based compensation plan
|
2) |
share-based compensation grants to employees and directors:
|
a) |
On January 17, 2019, the Company granted options to purchase 124,000 ordinary shares to certain employees, with an exercise price of $3.97. The options vest over 4 years from the date of grant; 25% will vest on the first anniversary of
the date of grant and the remaining 75% options shall vest in twelve equal quarterly installments following the first anniversary of the grant date. The fair value of the options at the date of grant was $341,000.
|
b) |
On January 17, 2019, the Company's Board of Directors approved to grant options to purchase 25,000 ordinary shares to the CMO, with an exercise price of $3.97. From the total options, 25% will vest on March 1, 2019 and the remaining
75% options shall vest in twelve equal quarterly installments over the next three years starting January 17, 2019. The grant was subject to the approval by the shareholders of the Company and was subsequently approved in May 2019. The
fair value of the options at the date of grant was $68,000.
|
c) |
On January 17, 2019, the Company's Board of Directors approved to grant options to purchase 201,828 ordinary shares to non-executive directors of the Company, with an exercise price of $3.97. The options will vest over 3 years in
twelve equal quarterly instalments starting in the vesting commencement date (as described in each agreement). The grant was subject to the approval by the shareholders of the Company and was subsequently approved in May 2019. The fair
value of the options at the date of grant was $531,000.
|
d) |
On August 5, 2019, the Company’s Board of Directors approved to grant options to purchase 696,587 ordinary shares to the former CEO, with an exercise price of $2.75 per share. The options vest over 4 years from the date of grant.
25% will vest on the first anniversary of the date of grant and the remaining 75% options shall vest in twelve equal quarterly installments following the first anniversary of the grant date. The grant was subject to the approval by the
shareholders of the Company and was subsequently approved in October 2019. The fair value of the options at the date of grant was $1.1 million. Effective September 7, 2020, upon the termination of the former CEO employment agreement,
522,440 of these options which have yet to fully vest are forfeited and were recognized as a reverse of expense under the General and Administrative line item in the amount of $314 thousand. In December 2020, the remaining of options
were expired.
|
e) |
On November 18, 2019, the Company’s Board of Directors approved the following option grants:
|
i. |
Options grant to purchase 30,385 ordinary shares to the new US-based CFO, with an exercise price of $2.53 per share. The options will vest over two years in equal monthly installments following the grant date. The grant was subject to
the approval by the shareholders of the Company and was subsequently approved in February 2020. The fair value of the options at the shareholders’ approval date was $59,797.
|
ii. |
Options grant to purchase 33,638 ordinary shares t0 non-executive director of the Company, with an exercise price of $2.53. The options will vest over 3 years in twelve equal quarterly instalments starting on the vesting commencement
date (as described in the agreement). The grant was subject to the approval by the shareholders of the Company and was subsequently approved in February 2020. The fair value of the options at the shareholders’ approval date was $68,856.
|
f) |
On March 16, 2020, options to purchase 201,600 ordinary shares to certain employees and 7,500 options granted to a service provider, with an exercise price of $2.14 per share. The options vest over 4 years from the date of grant; 25%
vest on the first anniversary of the date of grant and the remaining 75% vest in twelve equal quarterly installments following the first anniversary of the applicable grant date. The fair value of the options at the date of grant was
$274,000.
|
g) |
On March 16, 2020, options to purchase 250,000 ordinary shares granted to certain executive officers of the Company, with an exercise price of $2.14. The options vest over 4 years from the date of grant; 25% vest on the first
anniversary of the date of grant and the remaining 75% vest in twelve equal quarterly installments following the first anniversary of the applicable grant date. The fair value of the options at the date of grant was $316,000.
|
h) |
On April 20, 2020 options to purchase 31,502 ordinary shares granted to the former CEO with an exercise price of $1.98 per share. The options vest over 4 years from the date of grant; 25% vest on the first anniversary of the date of
grant and the remaining 75% vest in twelve equal quarterly installments following the first anniversary of the applicable grant date. The fair value of the options at the date of grant was $37,000. Effective September 7, 2020, due to
termination of the employment agreement with the former CEO, these options are forfeited and recognized as a reverse of expense under the General and Administrative line item in the amount of $4,000.
|
3) |
Share-based compensation to service provider:
|
a) |
In November 2019, the Board of Directors approved an option grant to a services provider in accordance with business development and advisory services
agreement from August 2019. Under the terms of the agreement, the Company agreed to grant options to purchase the Company’s ordinary shares in an amount equal to $90,000 as of the date of grant, or 65,693 ordinary shares at an
exercise price of $3.10. The options will vest over six months in equal monthly instalments starting in August 2019. See also Note 16d.
|
b) |
In April 2020, the Company entered into an investor relations services agreement. Under the terms of the agreement, the Company agreed to pay a monthly fee of $5,000 and to issue the consultant 28,000 Restricted Share Units (“RSU”),
of which the first 7,000 shares vested on the signing date and the remaining 21,000 shares will vest in three equal installments until January 8, 2021. As of December 31, 2020, 21,000 shares were fully vested. The fair value of the RSU
was $53,200 using the fair value of the shares at the grant date, of which $52,766 were recognized as an expense during the year ended December 31, 2020.
|
c) |
In November 2020, the Company entered into an amendment to business development services agreement with the business development consultant. Under the terms of the agreement, the Company agreed to pay a monthly fee of $5,000 and to
issue the consultant 79,760 options with an exercise price of $1.06 per share. The options vests over 6 months in six equal installments from October 1, 2020. The fair value of the options at the date of grant was $35,094.
|
4) |
The fair value of each option granted is estimated at the date of grant using the Black-Scholes option-pricing model, with the following weighted average assumptions:
|
2020
|
2019
|
2018
|
||||||||||
Exercise price
|
$
|
1.06-$2.14
|
$
|
3.12
|
$
|
6.31
|
||||||
Dividend yield
|
-
|
-
|
-
|
|||||||||
Expected volatility
|
66.35%-71
|
%
|
71
|
%
|
68
|
%
|
||||||
Risk-free interest rate
|
0.16%-0.58
|
%
|
1.86
|
%
|
2.23
|
%
|
||||||
Expected life - in years
|
2.75-6.1
|
9.37
|
4.07
|
5) |
Changes in the number of options and weighted average exercise prices are as follows:
|
Year ended December 31,
|
||||||||||||||||||||||||
2020
|
2019
|
2018
|
||||||||||||||||||||||
Number of options
|
Weighted average exercise price
|
Number of options
|
Weighted average exercise price
|
Number of options
|
Weighted average exercise price
|
|||||||||||||||||||
Outstanding at beginning of year
|
2,847,600
|
$
|
4.74
|
2,438,410
|
$
|
4.36
|
3,044,990
|
$
|
4.59
|
|||||||||||||||
Expired
|
(226,106
|
)
|
2.68
|
(91,000
|
)
|
6.31
|
-
|
-
|
||||||||||||||||
Forfeited
|
(589,793
|
)
|
2.7
|
(14,690
|
)
|
4.44
|
(718,120
|
)
|
5.73
|
|||||||||||||||
Exercised (*)
|
(31,954
|
)
|
2.11
|
(662,251
|
)
|
0.21
|
(31,460
|
)
|
-
|
|||||||||||||||
Granted
|
570,362
|
$
|
1.98
|
1,177,131
|
$
|
3.12
|
143,000
|
$
|
5.35
|
|||||||||||||||
Outstanding at end of year
|
2,570,109
|
$
|
4.85
|
2,847,600
|
$
|
4.74
|
2,438,410
|
$
|
4.36
|
|||||||||||||||
Exercisable at end of year
|
1,791,687
|
$
|
5.49
|
1,525,618
|
$
|
5.62
|
1,837,160
|
$
|
1.67
|
6) |
The following is information about the exercise price and remaining contractual life of outstanding options at year-end:
|
December 31, 2020
|
December 31, 2019
|
|||||||||||||||||||||
Number of options outstanding at end of year
|
Exercise price
|
Weighted average of remaining contractual life
|
Number of options outstanding at end of year
|
Exercise price
|
Weighted average of remaining contractual life
|
|||||||||||||||||
4,680
|
*
|
1.78
|
4,680
|
*
|
2.79
|
|||||||||||||||||
79,760
|
$
|
1.06
|
4.85
|
-
|
-
|
-
|
||||||||||||||||
-
|
-
|
-
|
11,050
|
$
|
1.85
|
1.22
|
||||||||||||||||
-
|
-
|
-
|
65,000
|
$
|
2.11
|
0.05
|
||||||||||||||||
431,800
|
$
|
2.14
|
9.26
|
-
|
-
|
-
|
||||||||||||||||
64,023
|
$
|
2.53
|
8.89
|
64,023
|
$
|
2.53
|
9.89
|
|||||||||||||||
-
|
-
|
-
|
696,587
|
$
|
2.75
|
9.60
|
||||||||||||||||
65,693
|
$
|
3.10
|
3.89
|
65,693
|
$
|
3.10
|
4.89
|
|||||||||||||||
198,120
|
$
|
3.69
|
1.36
|
203,970
|
$
|
3.69
|
2.36
|
|||||||||||||||
332,953
|
$
|
3.97
|
7.91
|
340,828
|
$
|
3.97
|
9.05
|
|||||||||||||||
1,245,790
|
$
|
6.31
|
5.07
|
1,248,479
|
$
|
6.31
|
5.85
|
|||||||||||||||
147,290
|
$
|
7.54
|
2.26
|
147,290
|
$
|
7.54
|
3.26
|
* |
Par value
|
7) |
The remaining unrecognized compensation expense as of December 31, 2020 is $0.5 million and will be expensed in full at April 2024.
|
8) |
Exercise of options
|
1. |
During 2019, current and former executive officers exercised 662,251 options into 662,251 ordinary shares for a total consideration of $138,000.
|
2. |
In January 2020, a consultant exercised 31,954 options into 31,954 ordinary shares for a total consideration of $68,000.
|
a. |
Entera Bio Ltd.
|
1) |
Measurement of results for tax purposes
The Company measures its results for tax purposes in nominal terms in NIS based on financial reporting under Israeli
accounting principles, while (as detailed in note 2) the functional currency of the Company is the U.S. dollar and the Company’s financial statements are measured in U.S. dollars and in accordance with IFRS. Therefore, there are
differences between the Company’s taxable income (loss) and income (loss) reflected in these financial statements.
|
2) |
Tax rates
The income of the Company is subject to the Israel corporate tax rates of 23%.
Capital gains are subject to capital gain tax according to the corporate tax rate for the year during which the assets are sold. |
b. |
Entera Bio Inc.
Entera Bio Inc. is taxed according to U.S. tax laws. The Company’s income is taxed in the United States at the rate
of 28%.
Taxes on income included in the consolidated statements of comprehensive loss represent current taxes due to taxable income of the Company's subsidiary. |
c. |
Losses for tax purposes carried forward to future years
|
d. |
Reconciliation of the theoretical tax expense to actual tax expense
The main reconciling item between the statutory tax rate of the Company and the
effective rate is unrecognized tax benefits from carry forward tax losses due to the uncertainty of the realization of such tax benefits (see above).
|
e. |
Tax assessments
In accordance with the Income Tax Ordinance, as of December 31, 2020, all of
the Company's tax assessments through tax year 2015 are considered final.
|
December 31,
|
||||||||
2020
|
2019
|
|||||||
U.S. dollars in thousands
|
||||||||
a. Other current assets:
|
||||||||
Prepaid expenses
|
98
|
39
|
||||||
Restricted deposits
|
70
|
37
|
||||||
Other
|
93
|
97
|
||||||
261
|
173
|
December 31,
|
||||||||
2020
|
2019
|
|||||||
U.S. dollars in thousands
|
||||||||
b. Accounts payable - other:
|
||||||||
Employees and employees related
|
144
|
345
|
||||||
Provision for vacation
|
263
|
231
|
||||||
Accrued expenses and other
|
923
|
794
|
||||||
1,330
|
1,370
|
Year ended December 31,
|
||||||||||||
2020
|
2019
|
2018
|
||||||||||
U.S. dollars in thousand
(except for share numbers)
|
||||||||||||
Loss attributable to equity holders of the Company
|
9,983
|
10,795
|
10,304
|
|||||||||
Income from change in fair value of financial liabilities at fair value
|
155
|
-
|
135
|
|||||||||
Loss used for the computation of diluted loss per share
|
10,138
|
10,795
|
10,439
|
|||||||||
Weighted average number of ordinary shares used in
|
||||||||||||
the computation of basic loss per share
|
18,417,093
|
12,146,729
|
7,955,447
|
|||||||||
Add:
|
||||||||||||
Weighted average number of additional shares issuable upon the assumed conversion/exercise of preferred shares and warrants to issue preferred
shares and shares
|
146,582
|
-
|
27,955
|
|||||||||
Weighted average number of ordinary shares used in the computation of diluted loss per share
|
||||||||||||
18,563,675
|
12,146,729
|
7,983,402
|
||||||||||
Basic loss per ordinary share
|
0.54
|
0.89
|
1.30
|
|||||||||
Diluted loss per ordinary share
|
0.55
|
0.89
|
1.31
|
a. |
Transactions with related parties:
|
1) |
Key management personnel include members of the Board of Directors, the Chief Executive Officer, President of R&D, Chief Operating Officer, Chief Medical Officer, and Chief Financial Officer.
|
2) |
The Company granted stock options to certain key management personnel and directors, see note 10j.
|
3) |
Key management compensation:
|
Year ended December 31,
|
||||||||||||
2020
|
2019
|
2018
|
||||||||||
U.S. dollars in thousands
|
||||||||||||
Labor cost and related expenses
|
2,065
|
1,537
|
1,180
|
|||||||||
Share-based compensation
|
599
|
1,146
|
868
|
|||||||||
Directors fee and services
|
472
|
415
|
429
|
|||||||||
Others
|
32
|
23
|
30
|
|||||||||
3,168
|
3,121
|
2,507
|
b. |
Balances with related parties:
|
December 31,
|
||||||||
2020
|
2019
|
|||||||
U.S. dollars in thousands
|
||||||||
Key management:
|
||||||||
Payables and accrued expenses
|
87
|
244
|
||||||
Severance pay obligations
|
81
|
70
|
||||||
Provision for vacation
|
201
|
194
|
||||||
Directors fee and services
|
105
|
106
|
a. |
On January 4, 2021 options to purchase 1,314,218 ordinary shares were granted to the Chief Executive officer of the Company, with an exercise price of $1.24. The options vest over 4 years from the date of
grant; 25% vest on the first anniversary of the date of grant and the remaining 75% of the option will vest in twelve equal quarterly installments following the first anniversary of the grant
date. The grant was subject to the approval by the shareholders of the Company and was subsequently approved in March 2021.
|
b. |
In February and March 2021, the Company issued additional 2,546,265 ordinary shares for net proceeds of $9.8 million at a weighted average price of $3.99 per ordinary share through the
Company’s ATM Program. See also as described in note 10i.
|
c. |
In February 2021, one of the Investor Warrant’s holders exercised 142,406 warrant into 56,075 ordinary shares through cashless exercise mechanism.
|
d. |
In March 2021, a service provider exercised 65,693 options into 65,693 ordinary shares of the Company for a total consideration of $204
thousand at an exercise price of $3.10. See also as described in note 10j.
|
1.
|
INTERPRETATION
|
1.1.
|
In these Articles, unless the context requires otherwise, the following capitalized terms shall have the meanings set opposite them:
“Alternate Nominee” has the meaning set out in Article 17.7;
“Alternate Director” has the meaning set out in Article 17.12;
“Articles” means these Articles of Association, as may be amended from time to time;
“Board” means all of the directors of the Company holding office pursuant to these Articles, including Alternate Directors,
substitutes or proxies;
“Business Day” means any day other than a Saturday, Sunday and any day in which banks in Israel are closed or in which the
NASDAQ Stock Market is closed.
“Chairman of the Board” has the meaning set out in in Article 18.4;
“Companies Law” means the Israeli Companies Law, 5759-1999, as amended from time to time, including the regulations
promulgated thereunder, or any other law which may come in its stead, including all amendments made thereto;
“Company” means Entera Bio Ltd.;
“Compensation Committee” has the meaning set out in the Companies Law;
“Derivative Transaction” has the meaning set out in Article 14.7;
“Effective Time” means the closing of the initial underwritten public offering of the Company’s ordinary shares, at which time
these Articles shall first become effective;
“External Director” has the meaning set out in the Companies Law;
|
|
“General Meeting” means either an annual or an extraordinary meeting of the shareholders;
“Incapacitated Person” as such term is used in the Israeli Legal Capacity and Guardianship Law, 5722-1962, as amended from time to time, and includes a minor who has
not yet attained the age of 18 years, a person of unsound mind and a bankrupt person in respect of whom no rehabilitation has been granted;
“Israeli Securities Law” means the Israeli Securities Law, 5728-1968, as amended from time to time, including the regulations promulgated thereunder, or any other law
which may come in its stead, including all amendments made thereto;
“Nominees” has the meaning set out in Article 17.7;
“Office” means the registered office of the Company at that time;
“Office Holder” has the meaning set out in the Companies Law;
“Proposal Request” has the meaning set out in Article 14.5;
“Proposing Shareholder” has the meaning set out in Article 14.5;
“Register” means the register of shareholders administered in accordance with the Companies Law;
“Rights” has the meaning set out in Article 26.8;
“Special Fund” has the meaning set out in Article 26.8;
“U.S. Rules” means the applicable rules of the NASDAQ Stock Market and U.S. securities laws, rules and regulations, as amended from time to time; and
|
1.2.
|
Reference to “writing”, “written” or similar expressions in these Articles means handwriting, typewriting, photography, telex, email or any other legible form of writing. Reference to a
“person” or “persons” shall also include corporations, companies, cooperative societies, partnerships, trusts of any kind or any other body of persons, whether incorporated or otherwise.
|
|
1.3.
|
Subject to the provisions of this Article 1 and unless the context necessitates another meaning, terms and expressions in these Articles which have been defined in the Companies Law
shall have the meanings ascribed to them therein.
|
|
1.4
|
Words in the singular shall also include the plural, and vice versa. Words in the masculine shall include the feminine and vice versa.
|
|
1.5.
|
The captions to articles in these Articles are intended for the convenience of the reader only, and no use shall be made thereof in the interpretation of these Articles.
|
2.
|
LIMITED LIABILITY
The Company is a limited liability company and therefore each shareholder’s liability for the Company’s obligations shall be limited to the
payment of the nominal value of the shares held by such shareholder, subject to the provisions of the Companies Law.
|
3.
|
OBJECTIVES
The Company’s objectives are to engage in any lawful activity. The Company may donate a reasonable amount of money for any purpose that the Board
finds appropriate, even if the donation is not for business considerations or for the purpose of achieving profits for the Company.
|
4.
|
REGISTERED OFFICE
The registered office shall be at such place as decided by the Board from time to time.
|
5.
|
AUTHORIZED SHARE CAPITAL
The authorized share capital of the Company shall consist of NIS 10,770 divided into 140,010,000 ordinary shares with a nominal value of NIS
0.0000769 each.
|
6.
|
RIGHTS ATTACHING TO THE ORDINARY SHARES
|
6.1.
|
The ordinary shares in respect of which all calls have been fully paid shall confer on the holders thereof the right to attend and to vote at General Meetings of the Company, both annual as
well as extraordinary meetings. Each ordinary share shall confer on its holder one vote at a General Meeting.
|
|
6.2.
|
The ordinary shares shall confer on a holder thereof the right to receive a dividend, to participate in a distribution of bonus shares and to participate in the distribution of the assets of
the Company upon its winding-up, pro rata to the nominal amount paid up on the shares or credited as paid up in respect thereof, and without reference to any premium which may have been paid in respect thereof.
|
7.
|
MODIFICATION OF CLASS RIGHTS
|
7.1.
|
Subject to applicable law, if at any time the share capital of the Company is divided into different classes of shares and unless the terms of issue of such class of shares otherwise
stipulate, the rights attaching to any class of shares (including rights prescribed in the terms of issue of the shares) may be altered, modified or canceled by a resolution passed at a separate class meeting of the shareholders of that
class.
|
|
7.2.
|
The provisions contained in these Articles with regard to General Meetings shall apply, mutatis mutandis as the case may be, to every class meeting
of the holders of each such class of the Company’s shares.
|
|
7.3.
|
Unless otherwise provided by these Articles, the increase of an authorized class of shares, or the issuance of additional shares thereof out of the authorized and unissued share capital,
shall not be deemed, for purposes of this Article 7, to modify or abrogate the rights attached to previously issued shares of such class or of any other class.
|
8.
|
UNISSUED SHARE CAPITAL
|
8.1.
|
The unissued shares in the capital of the Company shall be under the control of the Board, which shall be entitled to allot or otherwise grant the same to such persons under such restrictions
and conditions as it shall deem fit, whether for consideration or otherwise, and whether for consideration in cash or for consideration which is not in cash, above their nominal value or at a discount, all on such conditions, in such manner
and at such times as the Board shall deem fit, subject to the provisions of the Companies Law. The Board shall be entitled, inter alia, to differentiate between shareholders with regard to the amounts
of calls in respect of the allotment of shares (to the extent that there are calls) and with regard to the time for payment thereof. The Board may also issue options or warrants for the purchase of shares of the Company and prescribe the
manner of the exercise of such options or warrants, including the time and price for such exercise and any other provision which is relevant to the method for distributing the issued shares of the Company amongst the purchasers thereof.
|
|
8.2.
|
The Board shall be entitled to prescribe the times for the issue of shares of the Company and the conditions therefor and any other matter which may arise in connection with the issue
thereof.
|
|
8.3.
|
In every case of a rights offering, the Board shall be entitled, in its discretion, to resolve any problems and difficulties arising or that are likely to arise in regard to fractions of
rights, and without prejudice to the generality of the foregoing, the Board shall be entitled to specify that no shares shall be allotted in respect of fractions of rights, or that fractions of rights shall be sold and the net proceeds shall
be paid to the persons entitled to the fractions of rights, or, in accordance with a decision by the Board, to the benefit of the Company.
|
9.
|
INCREASE OF CAPITAL; ALTERATIONS TO CAPITAL
|
9.1.
|
The Company may, from time to time, by a resolution of the shareholders at a General Meeting, increase its share capital by way of the creation of new shares, whether or not all the existing
shares have been issued up to the date of the resolution, whether or not it has been decided to issue same, and whether or not calls have been made on all the issued shares.
|
||
9.2.
|
The increase of share capital shall be in such amount and divided into shares of such nominal value, and with such restrictions and conditions and with such rights and privileges as the
resolution dealing with the creation of the shares prescribes, and if no provisions are contained in the resolution, then as the Board shall prescribe.
|
||
9.3.
|
Unless otherwise stated in the resolution approving the increase of the share capital, the new shares shall be subject to those provisions in regard to issue, allotment, alteration of rights,
payment of calls, liens, forfeiture, transfer, transmission and other provisions which apply to the shares of the Company.
|
||
9.4.
|
By resolution of the shareholders in a General Meeting, the Company may, subject to any applicable provisions of the Companies Law:
|
||
9.4.1.
|
consolidate its existing share capital, or any part thereof, into shares of a larger denomination than the existing shares;
|
||
9.4.2.
|
sub-divide its share capital, in whole or in part, into shares of a smaller denomination than the nominal value of the existing shares and without prejudice to the foregoing, one or more of
the shares so created may be granted any preferred or deferred rights or any special rights with regard to dividends, participation in assets upon winding-up, voting and so forth, subject to the provisions of these Articles;
|
||
9.4.3.
|
reduce its share capital; or
|
||
9.4.4.
|
cancel any shares which on the date of passing of the resolution have not been issued and to reduce its share capital by the amount of such shares.
|
9.5.
|
In the event that the Company’s shareholders shall adopt any of the resolutions described in Article 9.4 above, the Board shall be entitled to prescribe arrangements necessary in
order to resolve any difficulty arising or that are likely to arise in connection with such resolutions, including, in the event of a consolidation, it shall be entitled to (i) allot, in contemplation of or subsequent to such consolidation or
other action, shares or fractional shares sufficient to preclude or remove fractional share holdings; (ii) redeem, in the case of redeemable shares, and subject to applicable law, such shares or fractional shares sufficient to preclude or
remove fractional share holdings; (iii) round up, round down or round to the nearest whole number, any fractional shares resulting from the consolidation or from any other action which may result in fractional shares; or (iv) cause the
transfer of fractional shares by certain shareholders to other shareholders thereof so as to most expediently preclude or remove any fractional shareholdings, and, cause the transferees of such fractional shares to pay the transferors thereof
the fair value thereof, and the Board is hereby authorized to act in connection with such transfer, as agent for the transferors and transferees of any such fractional shares, with full power of substitution, for the purposes of implementing
the provisions of this Article 9.5.
|
10.
|
SHARE CERTIFICATES
|
10.1.
|
To the extent shares are certificated, share certificates evidencing title to the shares of the Company shall be issued under the seal or rubber stamp of the Company, and together with the
signatures of two members of the Board, or one director together with the Chief Executive Officer, the Chief Financial Officer or any other person designated by the Board. The Board shall be entitled to decide that the signatures be effected
in any mechanical or electronic form, provided that the signature shall be effected under the supervision of the Board in such manner as it prescribes.
|
|
10.2.
|
Every shareholder shall be entitled, free of charge, to one certificate in respect of all the shares of a single class registered in his name in the Register.
|
|
10.3.
|
The Board shall not refuse a request by a shareholder to obtain several certificates in place of one certificate, unless such request is, in the opinion of the Board, unreasonable. Where a
shareholder has sold or transferred some of his shares, he shall be entitled, free of charge, to receive a certificate in respect of his remaining shares, provided that the previous certificate is delivered to the Company before the issuance
of a new certificate.
|
10.4.
|
Every share certificate shall specify the number of the shares in respect of which such certificate is issued and also the amounts which have been paid up in respect of each share.
|
|
10.5.
|
No person shall be recognized by the Company as having any right to a share unless such person is the registered owner of the shares in the Register. The Company shall not be bound by and
shall not recognize any right or privilege pursuant to the laws of equity, or a fiduciary relationship or a chose in action, future or partial, in any share, or a right or privilege to a fraction of a share, or (unless these Articles
otherwise direct) any other right in respect of a share, except the absolute right to the share as a whole, where same is vested in the owner registered in the Register.
|
|
10.6.
|
A share certificate registered in the names of two or more persons shall be delivered to one of the joint holders, and the Company shall not be obliged to issue more than one certificate to
all the joint holders of shares and the delivery of such certificate to one of the joint holders shall be deemed to be delivery to all of them.
|
|
10.7.
|
If a share certificate should be lost, destroyed or defaced, the Board shall be entitled to issue a new certificate in its place, provided that the certificate is delivered to it and
destroyed by it, or it is proved to the satisfaction of the Board that the certificate was lost or destroyed and security has been received to its satisfaction in respect of any possible damages and after payment of such amount as the Board
shall prescribe.
|
11.
|
CALLS ON SHARES
|
11.1.
|
The Board may from time to time, in its discretion, make calls on shareholders in respect of amounts which are still unpaid in respect of the shares held by each of the shareholders
(including premiums), if the terms of issue do not prescribe that same be paid at fixed times, and every shareholder shall be obliged to pay the amount of the call made on him, at such time and at such place as stipulated by the Board.
|
|
11.2.
|
In respect of any such call, prior notice of at least fourteen (14) Business Days shall be given, stating to whom the amount called is to be paid, the time for payment and the place thereof,
provided that prior to the due date for payment of such call, the Board may, by written notice to the shareholders to which the call was made, cancel the call or extend the date of payment thereof.
|
|
11.3.
|
If according to the terms of issue of any share, or otherwise, any amount is required to be paid at a fixed time or in installments at fixed times, whether the payment is made on account of
the nominal value of the share or in form of a premium, every such payment or every such installment shall be paid as if it was a call duly made by the Board, in respect of which notice was duly given, and all the provisions contained in
these Articles in regard to calls shall apply to such amount or to such installment.
|
11.4.
|
Joint holders of a share shall be jointly and severally liable for the payment of all installments and calls due in respect of such share.
|
|
11.5.
|
In the event that a call or installment due on account of a share is not paid on or before the date fixed for payment thereof, the holder of the share, or the person to whom the share has
been allotted, shall be obliged to pay linkage differentials and interest on the amount of the call or the installment, at such rate as shall be determined by the Board, commencing from the date fixed for the payment thereof and until the
date of actual payment. The Board may, however, waive the payment of the linkage differentials or the interest or part thereof.
|
|
11.6.
|
A shareholder shall not be entitled (i) to receive a dividend and (ii) to exercise any right as a shareholder, including but not limited to, the right to attend and vote at a General Meeting
and to transfer the shares to another, unless he has paid all the calls payable from time to time and which apply to any of his shares, whether he holds same alone or jointly with another, plus linkage differentials, interest and expenses, if
any.
|
|
11.7.
|
The Board may, if it deems fit, accept payment from a shareholder wishing to advance the payment of all moneys which remain unpaid on account of his shares, or part thereof which are over and
above the amounts which have actually been called, and the Board shall be entitled to pay such shareholder linkage differentials and interest in respect of the amounts paid in advance, or that portion thereof which exceeds the amount called
for the time being on account of the shares in respect of which the advance payment is made, at such rate as is agreed upon between the Board and the shareholder, with this being in addition to dividends (if any) payable on the paid-up
portion of the share in respect of which the advance payment is made. The Board may, at any time, repay the amount paid in advance as aforesaid, in whole or in part, in its sole discretion, without premium or penalty. Nothing in this Article
11.7 shall derogate from the right of the Board to make any call for payment before or after receipt by the Company of any such advance.
|
12.
|
FORFEITURE AND LIEN
|
12.1.
|
If a shareholder fails to make payment of any call or other installment on or before the date fixed for the payment thereof, the Board may, at any time thereafter and for as long as the part
of the call or installment remains unpaid, serve on such shareholder a notice demanding that he make payment thereof, together with the linkage differentials and interest at such rate as is specified by the Board and all the expenses incurred
by the Company in consequence of such non-payment.
|
|
12.2.
|
The notice shall specify a further date, which shall be at least fourteen (14) Business Days after the date of the delivery of the notice, and a place or places at which such call or
installment is to be paid, together with linkage differentials and interest and expenses as aforesaid. The notice shall further state that, if the amount is not paid on or before the date specified, and at the place mentioned in such notice,
the shares in respect of which the call was made, or the installment is due, shall be liable to forfeiture.
|
|
12.3.
|
If the demands contained in such notice are not complied with the Board may treat the shares in respect of which the notice referred to in Articles 12.1 and 12.2 was given as
forfeited. Such forfeiture shall include all dividends, bonus shares and other benefits which have been declared in respect of the forfeited shares which have not actually been paid prior to the forfeiture.
|
|
12.4.
|
Any share so forfeited or waived shall be deemed to be the property of the Company and the Board shall be entitled, subject to the provisions of these Articles and the Companies Law, to sell,
re-allot or otherwise dispose thereof, as it deems fit, whether the amount paid previously in respect of that share is credited, in whole or in part.
|
|
12.5.
|
The Board may, at any time before any share forfeited as aforesaid is sold or re-allotted or otherwise disposed of, cancel the forfeiture on such conditions as it deems fit.
|
|
12.6.
|
Any person whose shares have been forfeited shall cease to be a shareholder in respect of the forfeited shares, but shall, nonetheless remain liable for the payment to the Company of all
calls, installments, linkage differentials, interest and expenses due on account of or in respect of such shares on the date of forfeiture, in respect of the forfeited shares, together with interest on such amounts reckoned from the date of
forfeiture until the date of payment, at such rate as the Board shall from time to time specify. However, such person’s liability shall cease after the Company has received all the amounts called in respect of the shares as well as any
expenses incurred by the Company relating to collecting the amounts called. The Board shall be entitled to collect the moneys which have been forfeited, or part thereof, as it shall deem fit, but it shall not be obliged to do so.
|
12.7.
|
The provisions of these Articles in regard to forfeiture shall also apply to cases of non-payment of any amount, which, according to the terms of issue of the share, or which under the
conditions of allotment the due date for payment of which fell on a fixed date, whether this be on account of the nominal value of the share or in the form of a premium, as if such amount was payable pursuant to a call duly made and notified.
|
|
12.8.
|
The Company shall have a first and paramount lien over all the shares which have not been fully paid up and which are registered in the name of any shareholder (whether individually or
jointly with others) and also over the proceeds of the sale thereof, as security for the debts and obligations of such shareholder to the Company and his contractual engagements with it, either individually or together with others. This right
of lien shall apply whether or not the due date for payment of such debts or the fulfillment or performance of such obligations has arrived, and no rights in equity shall be created in respect of any share over which there is a lien as
aforesaid. The aforesaid lien shall apply to all dividends or benefits which may be declared, from time to time, on such shares, unless the Board shall decide otherwise.
|
|
12.9.
|
In order to foreclose on such lien, the Board may sell the shares under lien at such time and in such manner as it shall deem fit, but no share may be sold unless the period referred to below
has elapsed and written notice has been given to the shareholder, his trustee, liquidator, receiver, the executors of his estate, or anyone who acquires a right to shares in consequence of the bankruptcy of a shareholder, as the case may be,
stating that the Company intends to sell the shares, if he or they should fail to pay the aforesaid debts, or fail to discharge or fulfill the aforesaid obligations within fourteen (14) Business Days from the date of the delivery of the
notice.
|
|
12.10.
|
The net proceeds of any such sale of shares, as contemplated by Article 12.9 above, after deduction of the expenses of the sale, shall serve for the discharge of the debts of such
shareholder or for performance of such shareholder’s obligations (including debts, undertakings and contractual engagements the due date for the payment or performance of which has arrived) and the surplus, if any, shall be paid to the
shareholder, his trustee, liquidator, receiver, guardians, the executors of his estate, or to his successors-in-title.
|
12.11.
|
In every case of a sale following forfeiture or waiver, or for purposes of executing a lien by exercising all of the powers conferred above, the Board shall be entitled to appoint a person to
sign an instrument of transfer of the shares sold, and to arrange for the registration of the name of the buyer in the Register in respect of the shares sold.
|
|
12.12.
|
An affidavit signed by the Chairman of the Board that a particular share of the Company was forfeited, waived or sold by the Company by virtue of a lien, shall serve as conclusive evidence of
the facts contained therein as against any person claiming a right in the share. The purchaser of a share who relies on such affidavit shall not be obliged to investigate whether the sale, re-allotment or transfer, or the amount of
consideration and the manner of application of the proceeds of the sale, were lawfully effected, and after his name has been registered in the Register he shall have a full right of title to the share and such right shall not be adversely
affected by a defect or invalidity which occurred in the forfeiture, waiver, sale, re-allotment or transfer of the share.
|
13.
|
TRANSFER AND TRANSMISSION OF SHARES
|
13.1.
|
No transfer of shares shall be registered unless a proper instrument of transfer is delivered to the Company or, in the case of shares registered with a transfer agent, delivered to such
transfer agent or to such other place specified for this purpose by the Board. Subject to the provisions of these Articles, an instrument of transfer of a share in the Company shall be signed by the transferor and the transferee. The Board
may approve other methods of recognizing the transfer of shares in order to facilitate the trading of the Company’s shares on the Nasdaq Stock Market or on any other stock exchange. The transferor shall be deemed to remain the holder of the
share up until the time the name of the transferee is registered in the Register in respect of the transferred share.
|
|
13.2.
|
Insofar as the circumstances permit, the instrument of transfer of a share shall be substantially in the form set out below, or in any other form that the Board may approve.
I _______________, I.D. _______________ of _______________ (the “Transferor”), in consideration for an amount of _______________ (in words) paid to me by _______________
I.D. _______________ of _______________ (hereinafter: the “Transferee”), hereby transfer to the Transferee _______________ ______________ shares of nominal value NIS _______________ each, marked with
the numbers _______________ to _______________ (inclusive) of Entera Bio Ltd., to be held by the Transferee, the acquirers of his rights and his successors-in title, under all the same conditions under which I held same prior to the signing
of this instrument, and I, the Transferee, hereby agree to accept the aforementioned shares in accordance with the above mentioned conditions.
In witness whereof we have hereunto signed this _____ day of _______ 20__.
Transferor _______________ Transferee _______________
Witnesses to Signature _______________
|
13.3.
|
The Company may close the transfer registers and the Register for such period of time as the Board shall deem fit.
|
|
13.4.
|
Every instrument of transfer shall be submitted to the Office or to such other place as the Board shall prescribe, for purposes of registration, together with the share certificates to be
transferred, or if no such certificate was issued, together with a letter of allotment of the shares to be transferred, and such other proof as the Board may demand in regard to the transferor’s right of title or his right to transfer the
shares. The Board shall have the right to refuse to recognize a transfer of shares until the appropriate securities under the circumstances have been provided, as shall be determined by the Board in a specific case or from time to time in
general. Instruments of transfer which serve as the basis for transfers that are registered shall remain with the Company.
|
|
13.5.
|
Every instrument of transfer shall relate to one class of shares only, unless the Board shall otherwise agree.
|
|
13.6.
|
The executors of the will or administrator of a deceased shareholder’s estate (such shareholder not being one of a joint owners of a share) or, in the absence of an administrator of the
estate or executor of the will, the persons specified in Article 13.7 below, shall be entitled to demand that the Company recognize them as owners of rights in the share. The provisions of Article 13.4 above shall apply,
mutatis mutandis, also in regard to this Article.
|
|
13.7.
|
In the case of the death of one of the holders of a share registered in the names of two or more persons, the Company shall recognize only the surviving owners as persons having rights in the
share. However, the aforementioned shall not be construed as releasing the estate of a deceased joint shareholder from any and all undertakings in respect of the shares. Any person who shall become an owner of shares following the death of a
shareholder shall be entitled to be registered as owner of such shares after having presented to an officer of the Company to be designated by the Chief Executive Officer an inheritance order or probation order or order of appointment of an
administrator of estate and any other proof as required - if these are sufficient in the opinion of such officer - testifying to such person’s right to appear as a shareholder in accordance with these Articles, and which shall testify to his
title to such shares. The provisions of Article 13.4 above shall apply, mutatis mutandis, also in regard to this Article.
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13.8.
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The receiver or liquidator of a shareholder who is a company or the trustee in bankruptcy or the official receiver of a shareholder who is bankrupt, upon presenting appropriate proof to the
satisfaction of an officer of the Company to be designated by the Chief Executive Officer that such shareholder has the right to appear in this capacity and which testifies to such shareholder’s title, may, with the consent of the Board (the
Board shall not be obligated to give such consent) be registered as the owner of such shares. Furthermore, such shareholder may assign such shares in accordance with the rules prescribed in these Articles. The provisions of Article 13.4
above shall apply, mutatis mutandis, also in regard to this Article.
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13.9.
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A person entitled to be registered as a shareholder following a transfer pursuant to these Articles shall be entitled, if approved by the Board and to the extent and under the conditions
prescribed by the Board, to dividends and any other monies paid in respect of the shares, and shall be entitled to give the Company confirmation of the payments; however, he shall not be entitled to
be present or to vote at any General Meeting of the Company or, subject to the provisions of these Articles, to make use of any rights of shareholders, until he has been registered as owner of such shares in the Register.
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14.
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GENERAL MEETING
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14.1.
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A General Meeting shall be held at least once every year, not later than fifteen (15) months after the last General Meeting, at such time and at such place as the Board shall determine. Such
General Meeting shall be called an annual meeting, and all other meetings of the shareholders shall be called extraordinary meetings.
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14.2.
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The Board may call an extraordinary meeting whenever it sees fit to do so.
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14.3.
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The Board shall be obliged to call an extraordinary meeting upon a requisition in writing in accordance with the Companies Law.
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14.4.
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The Company shall provide prior notice in regard to the holding of an annual meeting or an extraordinary meeting in accordance with the requirements of these Articles and the Companies Law.
Subject to the provisions of the Companies Law, in counting the number of days of prior notice given, the day of publication of notice shall not be counted, but the day of the meeting shall be counted. The notice shall specify those items and
contain such information as shall be required by the Companies Law and any other applicable law and regulations.
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14.5.
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Any shareholder holding at least 1% (one percent) of the outstanding voting rights in the Company requesting to add an item to the agenda of a General Meeting (a “Proposing Shareholder”) may submit such a request in accordance with the Companies Law (a “Proposal Request”). Subject to any requirements under the Companies Law, to be considered
timely and thereby be added to such agenda, a Proposal Request must be delivered, either in person or by certified mail, postage prepaid, and received at the Office, (i) in the case of a General Meeting that is an annual meeting, no less than
sixty (60) days nor more than one-hundred twenty (120) days prior to the date of the first anniversary of the preceding year’s annual meeting, provided, however, that, in the event that the date of
the annual meeting is advanced more than thirty (30) days prior to or delayed by more than thirty (30) days after the anniversary of the preceding year’s annual meeting, notice by the Proposing Shareholder, in order to be timely, must be
received no earlier than the close of business one-hundred twenty (120) days prior to such annual meeting and no later than the close of business on the later of ninety (90) days prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made, and (ii) in the case of a General Meeting that is an extraordinary
meeting, no earlier than one-hundred twenty (120) days prior to such extraordinary meeting and no later than the close of business on the later of sixty (60) days prior to such extraordinary meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made, subject to applicable law.
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14.6.
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Such request to add an item to the agenda of the General Meeting shall also set forth: (i) the name and address of the Proposing Shareholder making the request; (ii) a representation that the
Proposing Shareholder is a beneficial holder of shares of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting; (iii) a description of all arrangements or understandings between the Proposing
Shareholder and any other person or persons (naming such person or persons) in connection with the subject which is requested to be included in the agenda; (iv) a description of all Derivative Transactions (as defined below) by the Proposing
Shareholder during the previous twelve (12) month period, including the date of the transactions and the class, series and number of securities involved in, and the material economic terms of, such Derivative Transactions; and (v) a
declaration that all the information that is required under the Companies Law and any other applicable law to be provided to the Company in connection with such subject, if any, has been provided. Furthermore, the Board, may, in its
discretion, to the extent it deems necessary, request that the Proposing Shareholder(s) provide additional information necessary so as to include a subject in the agenda of a General Meeting, as the Board may reasonably require. The
information required pursuant to this Article 14.6 shall be updated as of the record date of the General Meeting, five (5) Business Days before the General Meeting, and any adjournment or postponement thereof.
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14.7.
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A “Derivative Transaction” means any agreement, arrangement, interest or understanding entered into by, or on behalf or for the benefit of, any
Proposing Shareholder or any of its affiliates or associates, whether of record or beneficial: (a) the value of which is derived in whole or in part from the value of any class or series of shares or other securities of the Company, (b) which
otherwise provides any direct or indirect opportunity to gain or share in any gain derived from a change in the value of securities of the Company, (c) the effect or intent of which is to mitigate loss, manage risk or benefit of security
value or price changes, or (d) which provides the right to vote or increase or decrease the voting power of such Proposing Shareholder, or any of its affiliates or associates, with respect to any shares or other securities of the Company,
which agreement, arrangement, interest or understanding may include, without limitation, any option, warrant, debt position, note, bond, convertible security, swap, stock appreciation right, short position, profit interest, hedge, right to
dividends, voting agreement, performance-related fee or arrangement to borrow or lend shares (whether or not subject to payment, settlement, exercise or conversion in any such class or series), and any proportionate interest of such Proposing
Shareholder in the shares or other securities of the Company held by any general or limited partnership, or any limited liability company, of which such Proposing Shareholder is, directly or indirectly, a general partner or managing member.
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14.8.
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Subject to Article 15.9 below, in the event that the Company has established that an adjourned meeting shall be held on such date which is later than the date provided for in Section
78(b) of the Companies Law, such later date shall be included in the notice. The Company may add additional places for shareholders to review the full text of the proposed resolutions, including an internet site. The notice shall be provided
in the manner prescribed in Article 29 below. In no event shall the public announcement of an adjournment or postponement of a General Meeting commence a new time period (or extend any time period) for the giving of a shareholder’s notice as
described above.
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14.9.
|
Subject to any requirements under the Companies Law, nominations of persons for election to the Board may be made at an extraordinary meeting only if directors are to be elected at such
meeting (a) by or at the direction of the Board, or (b) by any shareholder who is entitled to vote at the meeting and who complies with the notice procedures set forth in Article 14.6 above.
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15.
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PROCEEDINGS AT GENERAL MEETING
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15.1.
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No business shall be conducted at a General Meeting unless a quorum is present, and no resolution shall be passed unless a quorum is present at the time the resolution is voted on. Except in
cases where it is otherwise stipulated, a quorum shall be constituted when there are personally present, or represented by proxy, at least two (2) shareholders who hold, in the aggregate, at least 25% of the voting rights in the Company. A
proxy may be deemed to be two (2) or more shareholders pursuant to the number of shareholders he represents.
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15.2.
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If within half an hour from the time appointed for the meeting, a quorum is not present, without there being an obligation to notify the shareholders to that effect, the meeting shall be
adjourned to the same day in the following week, at the same hour and at the same place or to a later time and date if so specified in the notice of the meeting, unless such day shall fall on a statutory holiday (either in Israel or in the
United States), in which case the meeting will be adjourned to the first Business Day afterwards.
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15.3.
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If the original meeting was convened upon requisition under Section 63 of the Companies Law, one or more shareholders, present in person or by proxy and holding the number of shares required
for making such requisition, shall constitute a quorum at the adjourned meeting, but in any other case any two (2) shareholders present in person or by proxy shall constitute a quorum at the adjourned meeting.
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15.4.
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The Chairman of the Board, or any other person appointed for this purpose by the Board, shall preside at every General Meeting. If within fifteen (15) minutes from the time appointed for the
meeting, the designated chairman for the meeting shall not be present, the shareholders present at the meeting shall elect one of their number to serve as chairman of the meeting.
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15.5.
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Except as required under the Companies Law or these Articles, any resolution of the shareholders shall be adopted by a majority of the voting power present and voting on such resolution at
the applicable General Meeting, in person or by proxy. Each shareholder shall be entitled to the number of votes to which such shareholder is entitled on the basis of the number of ordinary shares held by such shareholder and shall vote all
of the ordinary shares or any part thereof at his sole discretion.
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15.6.
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Where a poll has been demanded, the chairman of the meeting shall be entitled - but not obliged - to accede to the demand. Where the chairman of the meeting has decided to hold a poll, such
poll shall be held in such manner, at such time and at such place as the chairman of the meeting directs, either immediately or after an interval or postponement, or in any other way, and the results of the vote shall be deemed to be the
resolution at the meeting for which the poll was demanded. A person demanding a poll may withdraw his demand prior to the poll being held.
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15.7.
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A demand for the holding of a poll shall not prevent the continued business of the meeting on all other questions apart of the question in respect of which a poll was demanded.
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15.8.
|
The announcement by the chairman of the meeting that a resolution has been passed unanimously or by a particular majority, or has been rejected, and a note recorded to that effect in the
Company’s minute book, shall serve as prima facie proof of such fact, and there shall be no necessity for proving the number of votes or the proportion of votes given for or against the resolution, unless otherwise required under applicable
law and regulation.
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15.9.
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The chairman of a General Meeting at which a quorum is present may, with the consent of holders of a majority of the voting power represented in person and by proxy and voting on the question
of adjournment, adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting except business which might lawfully have been transacted at the meeting as originally called. Subject
to these Articles, it shall not be necessary to give any notice of an adjournment unless the meeting is adjourned for more than twenty one (21) days, in which case notice thereof shall be given in the manner required for the meeting as
originally called. Where a General Meeting has been adjourned without changing its agenda, to a date which is not more than twenty one (21) days, notices shall be given for the new date, as early as possible, and by no later than seventy two
(72) hours before the General Meeting.
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16.
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VOTES OF SHAREHOLDERS
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16.1.
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The voting rights of every shareholder entitled to vote at a General Meeting shall be as set forth in Article 6.1 of these Articles.
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16.2.
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In the case of joint shareholders, the vote of the senior joint holder, given personally or by proxy, shall be accepted, to the exclusion of the vote of the remaining joint shareholders, and
for these purposes the senior of the joint shareholders shall be the person amongst the joint holders whose name appears first in the Register.
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16.3.
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A shareholder who is an Incapacitated Person may vote solely through his guardian or other person who fulfills the function of such guardian and who was appointed by a court, and any guardian
or other person as aforesaid shall be entitled to vote by way of a proxy, or in such manner as the court directs.
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16.4.
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Any corporation which is a shareholder of the Company shall be entitled, by way of resolution of its board of directors or another organ which manages said corporation, to appoint such person
which it deems fit, whether or not such person is a shareholder of the Company, to act as its representative at any General Meeting of the Company or at a meeting of a class of shares in the Company which such corporation is entitled to
attend and to vote thereat, and the appointed person as aforesaid shall be entitled, on behalf of the corporation whom he represents, to exercise all of the same powers and authorities which the corporation itself could have exercised had it
been a natural person holding shares of the Company.
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16.5.
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Every shareholder who is entitled to attend and vote at a General Meeting of the Company shall be entitled to appoint a proxy. A proxy can be appointed by more than one shareholder and vote
in different ways on behalf of each principal.
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16.6.
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The instrument appointing a proxy shall be in writing signed by the person making the appointment or by his authorized representative, and if the person making the appointment is a
corporation, the power of attorney shall be signed in the manner in which the corporation signs on documents which bind it, and a certificate of an attorney with regard to the authority of the signatories to bind the corporation shall be
attached thereto. The proxy need not be a shareholder of the Company.
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16.7.
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The instrument appointing a proxy, or a copy thereof certified by an attorney, shall be lodged at the Office, or at such other place as the Board shall specify, not less than forty-eight (48)
hours prior to the General Meeting at which the proxy intends to vote based on such instrument of proxy. Notwithstanding the above, the chairman of the meeting shall have the right to waive the time requirement provided above with respect to
all instruments of proxies and to accept any and all instruments of proxy until the beginning of a General Meeting. A document appointing a proxy shall be valid for every adjourned meeting of the General Meeting to which the document relates.
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16.8.
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Every instrument appointing a proxy, whether for a meeting specifically indicated, or otherwise, shall, as far as circumstances permit, be substantially in the following form, or in any other
form approved by the Board:
I ______________ of ______________ being a shareholder holding shares in Entera Bio Ltd., hereby appoint Mr. ______________ of ______________ or failing him, Mr. ______________ of ______________, or failing
him, Mr. ______________ of ______________, to vote in my name, place and stead at the (annual/extraordinary) General Meeting of the Company to be held on the ____ of ______ 20__, and at any adjourned meeting thereof.
In witness whereof I have hereto set my hand on the _____ day of _____.
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16.9.
|
No shareholder shall be entitled to vote at a General Meeting unless he has paid all of the calls and all of the amounts due from him, for the time being, in respect of his shares.
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16.10.
|
A vote given in accordance with the instructions contained in an instrument appointing a proxy shall be valid notwithstanding the death or bankruptcy of the appointer, or the revocation of
the proxy, or the transfer of the share in respect of which the vote was given as aforesaid, unless notice in writing of the death, revocation or transfer is received at the Office, or by the chairman of the meeting, prior to such vote.
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16.11.
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Subject to the Companies Law, an instrument appointing a proxy shall be deemed revoked (i) upon receipt by the Company or the chairman of the meeting, subsequent to receipt by the Company of
such instrument, of written notice signed by the person signing such instrument or by the shareholder appointing such proxy canceling the appointment thereunder (or the authority pursuant to which such instrument was signed) or of an
instrument appointing a different proxy, provided such notice of cancellation or instrument appointing a different proxy were so received at the place and within the time for delivery of the instrument revoked thereby as referred to in Article
16.7 above, or (ii) if the appointing shareholder is present in person at the meeting for which such instrument of proxy was delivered, upon receipt by the chairman of such meeting of written notice from such shareholder of the
revocation of such appointment, or if and when such shareholder votes at such meeting. A vote cast in accordance with an instrument appointing a proxy shall be valid notwithstanding the revocation or purported cancellation of the appointment,
or the presence in person or vote of the appointing shareholder at a meeting for which it was rendered, unless such instrument of appointment was deemed revoked in accordance with the foregoing provisions of this Article 16.11 at or
prior to the time such vote was cast.
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17.
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THE BOARD OF DIRECTORS
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17.1.
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Unless otherwise resolved by a resolution of the General Meeting, the prescribed number of directors of the Company shall be between three (3) and ten (10) (including the External Directors), as may be fixed from
time to time by the Board. Any director shall be eligible for re-election upon termination of his term of office, subject to applicable law.
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17.2
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The directors of the Company (other than any External Directors elected pursuant to the Companies Law) shall be divided into three classes, designated class I, class II and class III. Each
class of directors shall consist, as nearly as possible as determined by the Board, of one-third of the total number of directors constituting the entire Board (excluding the External Directors). The first term of office of the class I
directors shall expire at the annual General Meeting occurring in 2018; the first term of office of the class II directors shall expire at the annual General Meeting in 2019; and the first term of office of the class III directors shall
expire at the annual General Meeting in 2020. Any director whose term has expired may be reelected to the Board except as provided by applicable law.
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17.3
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At each annual General Meeting, election or re-election of directors following the expiration of the term of office of the directors of a certain class, will be for a term of office that
expires on the third annual General Meeting following such election or reelection, such that from 2018 and forward, each year the term of office of only one class of directors will expire (i.e., the term of office of Class I will initially
expire at the annual General Meeting held in 2018 and thereafter at the annual General Meeting in 2021, 2024 etc.). A director shall hold office until the annual General Meeting for the year in which the term of the class to which he belongs
expires.
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17.4
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Upon a change in the number of directors (other than as a result of a vacancy), in accordance with the provisions hereof, any increase or decrease shall be apportioned by the Board at their
discretion among the classes so as to maintain the number of directors in each class as nearly equal as possible.
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17.5
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Any director shall assume his or her position as director on the date of his or her election to the Board, unless a later date has been designated in the resolution appointing such director.
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17.6
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The Board shall have power at any time and from time to time to appoint any person to be a director, either to fill an occasional vacancy or as an addition to the existing Board, so long as
the total number of directors shall not at any time exceed the maximum number prescribed by the Articles and shall place any such new director in a class so that each class is as nearly equal as possible. Such Board-appointed director (or
directors) shall hold office until replaced in the manner set out in Articles 17.2 and 17.3 above. This Article 17.6 shall not apply to a vacated office of an External Director, which may be filled only in accordance with Article
17.11 below, unless there are two (2) or more External Directors in office at that time in addition to the vacated office.
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17.7.
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Prior to every annual General Meeting of the Company, the Board (or a committee of the Board) may select, via a resolution adopted by a majority of the Board (or such committee), a number of persons to be
proposed to the shareholders for election as directors at such annual General Meeting (the “Nominees”). Any shareholder entitled under applicable law to propose one or more persons as nominees for
election as directors at a General Meeting (each such nominee, an “Alternate Nominee”) may make such proposal only if a written notice of such shareholder’s intent to that effect has been given to the
Secretary of the Company (or, if there is no such Secretary, the Chief Executive Officer) within the periods set out in Article 14.5 above. Each such notice shall set forth: (a) the name and address of the shareholder who intends to make
the nomination and of the Alternate Nominees; (b) a representation that the shareholder is a beneficial holder of shares of the Company entitled to vote at such meeting (including the number of shares held beneficially by the shareholder)
and intends to appear in person or by proxy at the meeting to nominate the Alternate Nominees; (c) a description of all arrangements or understandings between the shareholder and each Alternate Nominee and any other person or persons
(naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder; (d) the consent of each Alternate Nominee to serve as a director of the Company if so elected and (e) a declaration signed by
each Alternate Nominee declaring that there is no limitation under the Companies Law for the appointment of such a nominee and that all of the information that is required under the Companies Law to be provided to the Company in connection
with such an appointment has been provided. The Nominees or Alternate Nominees shall be elected by a resolution at the annual General Meeting at which they are subject to election. The Board may refuse to acknowledge the nomination of any
person not made in compliance with the foregoing procedure.
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17.8.
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The directors in their capacity as such shall be entitled to receive remuneration as shall be determined in compliance with the Companies Law. The conditions (including remuneration) of the
terms of office of members of the Board shall be decided by the Board or any committee thereof, but the same shall be valid only if ratified in the manner required under the Companies Law, if required to be ratified. The remuneration of
directors may be fixed as an overall payment or other consideration or as a payment or other consideration in respect of attendance at meetings of the Board, or a combination of both. In addition to his remuneration, each director shall be
entitled to be reimbursed, retroactively or in advance, in respect of his reasonable expenses connected with performing his functions and services as a director. Such entitlement shall be determined in accordance with, and shall be subject
to, a specific resolution or policy adopted by the Board regarding such matter and in accordance with the requirements of applicable law.
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17.9.
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Subject to the provisions of the Companies Law with regard to External Directors and subject to Article 17.2 and 17.3 above, the office of a member of the Board shall be vacated in any one of
the following events:
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17.9.1.
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if he resigns his office by way of a letter signed by him, lodged at the Office;
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17.9.2.
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if he is declared bankrupt;
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17.9.3.
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if he becomes insane or unsound of mind;
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17.9.4.
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upon his death;
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17.9.5.
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if he is prevented by applicable law from serving as a director of the Company;
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17.9.6.
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if the Board terminates his office according to Section 231 of the Companies Law;
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17.9.7.
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if a court order is given in accordance with Section 233 of the Companies Law;
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||
17.9.8.
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if he is removed from office by a resolution at a General Meeting of the Company adopted by a majority of the voting power in the Company; or
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17.9.9.
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if his period of office has terminated in accordance with the provisions of these Articles.
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17.10.
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If the office of a member of the Board should be vacated, the remaining members of the Board shall be entitled to continue to act for all purposes for as long as their number does not fall
below the minimum, as prescribed in Article 17.1 above, without limiting their right to fill the vacancy at any time in accordance with Article 17.6 above. Should their number fall below the aforesaid minimum, the directors
shall not be entitled to act, except for the appointment of additional directors, or for the purpose of calling a General Meeting for the appointment of additional directors, or for the purpose of calling a General Meeting for the
appointment of a new Board.
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17.11.
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The office of an External Director shall be vacated and an External Director may be removed and replaced only in accordance with the provisions for vacation of office, removal and appointment
of External Directors under the Companies Law.
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17.12
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Subject to the provisions of the Companies Law, any director may, by written notice to the Company, appoint another person to serve as his or her alternate director subject to the approval of
a majority of the members of the Board excluding such director (in these Articles, an “Alternate Director”), dismiss such Alternate Director and appoint, in the same manner as provided in this Article
17.12, another Alternate Director in his or her place (or in place of any Alternate Director whose office has been vacated for any reason whatsoever), whether for a certain meeting or a certain period of time or generally. Any notice
given to the Company pursuant to this Article shall be in writing, delivered to the Company and signed by the appointing or dismissing director, and shall become effective on the date fixed therein, or upon the delivery thereof to the
Company, whichever is later. Anyone who is not qualified to be appointed as a director and/or anyone serving as a director or as an existing Alternate Director may not be appointed and may not serve as an Alternate Director. Each of an
Alternate Director shall have all of the authority of the director who appointed him (except that an Alternate Director may not appoint an alternate for himself, unless the instrument appointing him otherwise expressly provides), provided,
however, that an Alternate Director shall have no standing at any meeting of the Board or any committee thereof while the director who appointed him is present. The office of an Alternate Director shall be vacated: (i) under the
circumstances, mutatis mutandis, set forth in this Article 17, and such office shall ipso facto be vacated if the director who appointed such
Alternate Director ceases to be a director, (ii) at any time, by the Board, and (iii) at any time, by the appointing director.
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18.
|
OTHER PROVISIONS REGARDING DIRECTORS
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18.1.
|
Subject to any mandatory provisions of applicable law, a director shall not be disqualified by virtue of his office from holding another office in the Company or in any other company in which
the Company is a shareholder or in which it has any other form of interest, or of entering into a contract with the Company, either as seller or buyer or otherwise. Likewise, no contract made by the Company or on its behalf in which a
director has any form of interest may be nullified and a director shall not be obliged to account to the Company for any profit deriving from such office, or resulting from such contract, merely by virtue of the fact that he serves as a
director or by reason of the fiduciary relationship thereby created, but such director shall be obliged to disclose to the Board the nature of any such interest at the first opportunity.
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18.2.
|
A general notice to the effect that a director is a shareholder or has any other form of interest in a particular firm or a particular company and that he must be deemed to have an interest
in any business with such firm or company shall be deemed to be adequate disclosure for purposes of this Article in relation to such director, and after such general notice has been given, such director shall not be obliged to give special
notice in relation to any particular business with such firm or such company.
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18.3.
|
Subject to the provisions of the Companies Law and these Articles, the Company shall be entitled to enter into a transaction in which an Office Holder of the Company has a personal interest,
directly or indirectly, and may enter into any contract or otherwise transact any business with any third party in which contract or business an Office Holder has a personal interest, directly or indirectly.
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18.4.
|
The Board shall elect one (1) or more of its members to serve as chairman (the “Chairman of the Board”), provided
that, subject to the provisions of Section 121(c) of the Companies Law, the Chief Executive Officer of the Company shall not serve as Chairman of the Board. The office of Chairman of the Board shall be vacated in each of the cases mentioned
in Article 17.9 above or by a decision of the Board. The Board may also elect one or more members to serve as Vice Chairman, who shall have such duties and authorities as the Board may assign to him, subject to applicable law.
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18.5.
|
A director shall not be obliged to hold any shares in the Company.
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19.
|
PROCEEDINGS OF THE BOARD OF DIRECTORS
|
19.1.
|
The Board shall convene for a meeting at least once every calendar quarter.
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|
19.2.
|
The Board may meet in order to exercise its powers pursuant to Section 92 of the Companies Law, including without limitation to supervise the Company’s affairs, and it may, subject to the
provisions of the Companies Law, adjourn its meetings and regulate its proceedings and operations as it deems fit. It may also prescribe the quorum required for the conduct of business. Until otherwise decided by the Board, a quorum shall be
constituted if a majority of the directors holding office for the time being are present.
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|
19.3.
|
Should a director or directors be barred from being present and voting at a meeting of the Board pursuant to Section 278 of the Companies Law, the quorum shall be a majority of the directors
entitled to be present and to vote at the meeting of the Board.
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|
19.4.
|
Any director, the Chief Executive Officer or the auditor of the Company in the event stipulated in Section 169 of the Companies Law, may, at any time, demand the convening of a meeting of the
Board. The Chairman of the Board shall be obliged, on such demand, to call such meeting on the date requested by the director, the Chief Executive Officer or the auditor of the Company soliciting such a meeting, provided that proper notice
pursuant to Article 19.5 is given.
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19.5.
|
Every director shall be entitled to receive notice of meetings of the Board, and such notice may be in writing or by facsimile, or electronic mail, sent to the last address (whether physical
or electronic) or facsimile number given by the director for purposes of receiving notices, provided that the notice shall be given at least a reasonable amount of time prior to the meeting and in no
event less than forty eight (48) hours prior notice, unless the urgency of the matter to be discussed at the meeting reasonably requires a shorter notice period.
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19.6.
|
Every meeting of the Board at which a quorum is present shall have all the powers and authorities vested for the time being in the Board. Any matter discussed in a meeting and brought up for
decision by the Chairman of the Board shall be decided by a simple majority of the directors attending such meeting and voting on such matter. In the case of an equality of votes of the Board, the Chairman of the Board shall not have a second
or casting vote, and the proposal shall be deemed to be defeated.
|
|
19.7.
|
If the Chairman of the Board is not present within thirty (30) minutes after the time appointed for the meeting, the directors present shall elect one of their members to preside at such
meeting.
|
|
19.8.
|
The Board may adopt resolutions, without actually convening a meeting of the Board, provided that all the directors entitled to participate in the meeting and to vote on the subject brought
for decision agree thereto. If resolutions are made as stated in this Article 19.8, the Chairman of the Board shall record minutes of the decisions stating the manner of voting of each director on the subjects brought for decision, as
well as the fact that all the directors agreed to take the decision without actually convening.
|
19.9.
|
The Board may hold meetings by use of any means of communication, on condition that all participating directors can hear each other at the same time. In the case of a resolution passed by way
of a telephone call or any such other means of communication, a copy of the text of the resolution shall be sent, as soon as possible thereafter, to the directors.
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20.
|
GENERAL POWERS OF THE BOARD OF DIRECTORS
|
20.1.
|
The supervision of the Company’s affairs shall be in the hands of the Board, which shall be entitled to exercise all of the powers and authorities and to perform any act and deed which the
Company is entitled to exercise and to perform in accordance with these Articles, and in respect of which there is no mandatory provision or requirement in the Companies Law or in the U.S. Rules that such powers and authorities be exercised
or performed by the shareholders in a General Meeting or by a committee.
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|
20.2.
|
The Board may, from time to time, in its absolute discretion, borrow or secure any amounts of money required by the Company for the conduct of its business. The Board shall be entitled to
raise or secure the repayment of an amount obtained by it, in such way and on such conditions and times as it deems fit.
|
20.3.
|
The Board shall be entitled to issue documents of undertaking, such as options, debentures or debenture stock, whether linked or redeemable, convertible debentures or debentures convertible
into other securities, or debentures which carry a right to purchase shares or to purchase other securities, or any mortgage, pledge, collateral or other charge over the property of the Company and its undertaking, in whole or in part,
whether present or future, including the uncalled share capital or the share capital which has been called but not yet paid. The deeds of undertaking, debentures of various types or other forms of collateral security may be issued at a
discount, at a premium or otherwise and with such preferential or deferred or other rights, as the Board shall, from time to time, decide.
|
21.
|
BOARD COMMITTEES
|
21.1.
|
The Board may, as it deems fit and subject to any applicable law, delegate to a committee certain of its powers and authorities, in whole or in part, as appropriate. The curtailment or
revocation of the powers and authorities of a committee by the Board shall not invalidate a prior act of such committee or an act taken in accordance with its instructions, which would have been valid had the powers and authorities of the
committee not been altered or revoked by the Board. Subject to applicable law, a committee may be comprised of one or more directors, and it may comprise persons who are not directors if it is appointed solely for the purpose of advising the
Board and is not delegated any of Board’s powers or authorities.
|
21.2.
|
The meetings and proceedings of every such committee which is comprised of two (2) or more members shall be conducted in accordance with the provisions contained in these Articles in regard
to the conduct of meetings and proceedings of the Board to the extent that the same are suitable for such committee, and so long as no provisions have been adopted in replacement thereof by the Board.
|
22.
|
RATIFICATION OF ACTIONS
|
22.1.
|
Subject to the Companies Law, all acts taken in good faith by the Board or a committee or by an individual acting as a member thereof shall be valid even if it is subsequently discovered that
there was a defect in the appointment of the Board, the committee or the member, as the case may be, or that the members, or one of them, was or were disqualified from being appointed as a director(s) or to a committee.
|
|
22.2.
|
The Board or any committee may ratify any act the performance of which at the time of the ratification was within the scope of the authority of the Board or the relevant committee. The
General Meeting shall be entitled to ratify any act taken by the Board or any committee without authority or which was tainted by some other defect. From the time of the ratification, every act ratified as aforesaid, shall be treated as
though lawfully performed from the outset.
|
23.
|
SIGNING POWERS
|
23.1.
|
Subject to any other resolution on the subject passed by the Board, the Company shall be bound only pursuant to a document in writing bearing its seal or its rubber stamp or its printed name,
and the signature of whomever may be authorized by the Board, which shall be entitled to empower any person, either alone or jointly with another, even if he is not a shareholder or a director, to sign and act in the name and on behalf of the
Company.
|
|
23.2.
|
The Board shall be entitled to prescribe separate signing power in regard to different businesses of the Company and in respect of the limit of the amounts in respect of which various persons
shall be authorized to sign.
|
24.
|
CHIEF EXECUTIVE OFFICER
|
24.1.
|
The Board shall, from time to time, appoint a Chief Executive Officer and subject to the provisions of the Companies Law delineate his powers and authorities and his remuneration. Subject to
any contract between the Chief Executive Officer and the Company, the Board may dismiss him or replace him at any time it deems fit.
|
|
24.2.
|
A Chief Executive Officer need not be a director or shareholder. Subject to the provisions of any contract between the Chief Executive Officer and the Company, if the Chief Executive Officer
is also a director, all of the same provisions with regard to appointment, resignation and removal from office shall apply to the Chief Executive Officer in his capacity as a director, as apply to the Company’s other directors.
|
|
24.3.
|
The Board shall be entitled from time to time to delegate to the Chief Executive Officer for the time being such of the powers it has pursuant to these Articles as it deems appropriate. The
Board shall be entitled to grant such powers for such period, for such purposes, on such conditions and with such restrictions as it deems appropriate, and it shall be entitled to grant such powers without renouncing the powers and
authorities of the Board in such regard. The Board may revoke, annul and alter such delegated powers and authorities, in whole or in part, at any time.
|
24.4.
|
Subject to the provisions of any applicable law, the remuneration of the Chief Executive Officer shall be fixed from time to time by the Board (and, so long as required by the Companies Law,
shall be approved by the Compensation Committee and by the shareholders unless exempted from shareholders’ approval) and such remuneration may be in the form of a fixed salary or commissions or a participation in profits, or combination
thereof, or in any other manner which may be decided by the Board and approved according to this Article 24.4.
|
25.
|
SECRETARY, OFFICE-HOLDERS, CLERKS AND REPRESENTATIVES
|
25.1.
|
The Board shall be entitled, from time to time, to appoint, or to delegate to the Chief Executive Officer, either alone or together with other persons designated by the Board, the ability to
appoint Office Holders (other than directors), a Secretary for the Company, employees and agents to such permanent, temporary or special positions, and to specify and change their titles, authorities and duties, and may set, or delegate to
the Chief Executive Officer, either alone or together with other persons designated by the Board, the ability to set salaries, bonuses and other compensation of any employee or agent who is not an Office Holder. Salaries, bonuses and
compensation of Office Holders who are not directors shall be determined and approved by the Chief Executive Officer, or in such other manner as may be required from time to time under the Companies Law. The Board, or the Chief Executive
Officer, either alone or together with other persons designated by the Board (in the case of any Office Holder, employee or agent appointed by the Board), shall be entitled at any time, in its, his or their (as applicable) sole and absolute
discretion, to terminate the services of one of more of the foregoing persons (in the case of a director, however, subject to compliance with Article 17.9 above), subject to any other requirements under applicable law.
|
|
25.2.
|
The Board and the Chief Executive Officer may from time to time and at any time, subject to their powers under these Articles and the Companies Law, empower any person to serve as
representative of the Company for such purposes and with such powers and authorities, instructions and discretions for such period and subject to such conditions as the Board or the Chief Executive Officer, as the case may be, shall deem
appropriate. The Board or Chief Executive Officer may grant such person, inter alia, the power to further delegate the authority, powers and discretions vested in him, in whole or in part. The Board
or the Chief Executive Officer, as the case may be, may revoke, annul, vary or change any such power or authority, or all such powers or authorities collectively.
|
26.
|
DIVIDENDS, BONUS SHARES, FUNDS AND CAPITALIZATION OF FUNDS AND PROFITS
|
26.1.
|
Unless otherwise permitted by the Companies Law, no dividends shall be paid other than out of the Company’s profits available for distribution as set forth in the Companies Law. The Board may
decide on the payment of a dividend or on the distribution of bonus shares. A dividend in cash or bonus shares shall be paid or distributed, as the case may be, equally to the holders of the ordinary shares registered in the Register, pro
rata to the nominal amount of capital paid up or credited as paid up on par value of the shares, without reference to any premium which may have been paid thereon. However, whenever the rights attached to any shares or the terms of issue of
the shares do not provide otherwise, an amount paid on account of a share prior to the payment thereof having been called, or prior to the due date for payment thereof, and on which the Company is paying interest, shall not be taken into
account for purposes of this Article as an amount paid-up on account of the share.
|
|
26.2.
|
Unless other instructions are given, it shall be permissible to pay any dividend by way of a check or payment order to be sent by post to the registered address of the shareholder or the
person entitled thereto, or in the case of joint shareholders being registered, to the shareholder whose name appears first in the Register in relation to the joint shareholding. Every such check shall be made in favor of the person to whom
it is sent. A receipt by the person whose name, on the date of declaration of the dividend, was registered in the Register as the owner of the shares, or in the case of joint holders, by one of the joint holders, shall serve as a discharge
with regard to all the payments made in connection with such share.
|
|
26.3.
|
The Board shall be entitled to invest any dividend which has not been claimed for a period of one (1) year after having been declared, or to make use thereof in any other way for the benefit
of the Company until such time as it is claimed. A dividend or other beneficial rights in respect of shares shall not bear interest, and the Company shall not be obliged to pay interest or linkage in respect of an unclaimed dividend. The
payment by the Board of any unclaimed dividend into a separate account shall not make the Company a trustee in respect thereof, and any dividend unclaimed after a period of seven (7) years from the date of declaration of such dividend shall
be forfeited and shall revert to the Company, provided, however, that the Board may, at its discretion, cause the Company to pay any such dividend, or any part thereof, to a person who would have been
entitled thereto had the same not reverted to the Company.
|
26.4.
|
Unless otherwise specified in the terms of issue of shares or securities convertible into, or which grant a right to purchase, shares, any shares that are fully paid-up or credited as paid-up
shall at any time confer on their holders the right to participate in the full dividends and in any other distribution for which the determining date for the right to receive the same is the date at which the aforesaid shares were fully
paid-up or credited as fully paid-up, as the case may be, or subsequent to such date.
|
|
26.5.
|
The Board shall be entitled to deduct from any dividend or other beneficial rights, all amounts of money which the holder of the share in respect of which the dividend is payable or in
respect of which the other beneficial rights were given, may owe to the Company in respect of such share, whether or not the due date for payment thereof has arrived. The Board shall be entitled to retain any dividend or bonus shares or other
beneficial rights in respect of a share in relation to which the Company has a lien, and to utilize any such amount or the proceeds received from the sale of any bonus shares or other beneficial rights, for the discharge of the debts or
liabilities in respect of which the Company has a lien.
|
|
26.6.
|
The Board may decide that a dividend is to be paid, in whole or in part, by way of a distribution of assets of the Company in kind, including by way of debentures of the Company, or shares or
debentures of any other company, or in any other way.
|
|
26.7.
|
The Board may decide that any portion of the amounts standing for the time being to the credit of any capital fund (including a fund created as a result of a revaluation of the assets of the
Company), or which are held by the Company as profits available for distribution, shall be capitalized subject to and in accordance with the provisions of the Companies Law and of these Articles, and serve for the payment up in full (either
at par or with a premium as prescribed by the Company) of shares which have not yet been issued or of debentures of the Company, which shall then be allotted and distributed amongst the shareholders as fully paid-up shares or debentures, pro
rata to each shareholder’s entitlement under these Articles.
|
26.8.
|
In every case that the Company issues bonus shares by way of a capitalization of profits or funds at a time at which securities issued by the Company are in circulation and confer on the
holders thereof rights to convert the same into shares in the share capital of the Company, or options to purchase shares in the share capital of the Company (such rights of conversion or options shall henceforth be referred to as the “Rights”), the Board shall be entitled (in a case that the Rights or part thereof shall not be otherwise adjusted in accordance with the terms of their issue) to transfer to a special fund designated for the
distribution of bonus shares in the future (to be called by any name that the Board may decide on and which shall henceforth be referred to as the “Special Fund”) an amount equivalent to the nominal
amount of the share capital to which some or all of the Rights holders would have been entitled as a result of the issue of bonus shares, had they exercised their Rights prior to the determining date for the right to receive bonus shares,
including rights to fractions of bonus shares, and in the case of a second or additional distribution of bonus shares in respect of which the Company acts pursuant to this Article, including entitlement stemming from a previous distribution
of bonus shares.
|
|
26.9.
|
In the case of the allotment of shares by the Company as a consequence of the exercise of entitlement by the owners of shares in those cases in which the Board has made a transfer to the
Special Fund in respect of the Rights pursuant to Article 26.8 above, the Board shall allot to each such shareholder, in addition to the shares to which he is entitled by virtue of having exercised his rights, such number of fully paid-up
shares the nominal value of which is equivalent to the amount transferred to the Special Fund in respect of his rights, by way of a capitalization to be effected by the Board of an appropriate amount out of the Special Fund. The Board shall
be entitled to decide on the manner of dealing with rights to fractions of shares in its sole discretion.
|
|
26.10.
|
If after any transfer to the Special Fund has been made the Rights should lapse, or the period should end for the exercise of Rights in respect of which the transfer was effected without such
Rights being exercised, then any amount which was transferred to the Special Fund in respect of the aforesaid unexercised Rights shall be released from the Special Fund, and the Company may deal with the amount so released in any manner it
would have been entitled to deal therewith had such amount not been transferred to the Special Fund.
|
26.11.
|
For the implementation of any resolution regarding a distribution of shares or debentures by way of a capitalization of profits as aforesaid, the Board may:
|
||
26.11.1.
|
Resolve any difficulty which arises or may arise in regard to the distribution in such manner as it deems fit and may take all of the steps that it deems appropriate in order to overcome such
difficulty.
|
||
26.11.2.
|
Issue certificates in respect of fractions of shares, or decide that fractions of less than an amount to be decided by the Board shall not be taken into account for purposes of adjusting the
rights of the shareholders or may sell the fractions of shares and pay the net proceeds to the persons entitled thereto.
|
||
26.11.3.
|
Sign, or appoint a person to sign, on behalf of the shareholders on any contract or other document which may be required for purposes of giving effect to the distribution, and, in particular,
shall be entitled to sign or appoint a person who shall be entitled to appoint and submit a contract as referred to in Section 291 of the Companies Law.
|
||
26.11.4.
|
Make any arrangement or other scheme which is required in the opinion of the Board in order to facilitate the distribution.
|
||
26.12.
|
The Board shall be entitled, as it deems appropriate and expedient, to appoint trustees or nominees for those registered shareholders who have failed to notify the Company of a change of
their address and who have not applied to the Company in order to receive dividends, shares or debentures out of capital, or other benefits during the aforesaid period. Such trustees or nominees shall be appointed for the use, collection or
receipt of dividends, shares or debentures out of capital and rights to subscribe for shares which have not yet been issued and which are offered to the shareholders but they shall not be entitled to transfer the shares in respect of which
they were appointed, or to vote on the basis of holding such shares. In all of the terms and conditions governing such trusts and the appointment of such nominees it shall be stipulated by the Company that upon the first demand by a
beneficial holder of a share being held by the trustee or nominee, such trustee or nominee shall be obliged to return to such shareholder the share in question and all of those rights held by it on the shareholder’s behalf (all as the case
may be). Any act or arrangement effected by any such nominees or trustee and any agreement between the Board and a nominee or trustee shall be valid and binding in all respects.
|
27.
|
COMPANY RECORDS AND REGISTERS
|
27.1.
|
The Board shall comply with all the provisions of the Companies Law in regard to the recording of charges and the keeping and maintaining of a register of directors, register of shareholders
and register of charges.
|
|
27.2.
|
Any book, register and record that the Company is obliged to keep in accordance with the Companies Law or pursuant to these Articles shall be recorded in a regular book, or by digital,
electronic or other means, as the Board shall decide.
|
|
27.3.
|
Subject to and in accordance with the provisions of Sections 138 and 139 of the Companies Law, the Company may cause supplementary registers to be kept in any place outside Israel as the
Board may deem fit, and, subject to all applicable requirements of the Companies Law, the Board may from time to time adopt such rules and procedures as it may deem fit in connection with the keeping of such supplementary registers.
|
28.
|
BOOKS OF ACCOUNT
|
28.1.
|
The Board shall keep proper books of account in accordance with the provisions of the Companies Law. The books of account shall be kept at the Office, or at such other place or places as the
Board shall deem appropriate, and shall at all times be open to the inspection of members of the Board. A shareholder of the Company who is not a member of the Board shall not have the right to inspect any books or accounts or documents of
the Company, unless such right has been expressly granted to him by the Companies Law, or if he has been permitted to do so by the Board or by the shareholders based on a resolution adopted at a General Meeting.
|
|
28.2.
|
At least once each year the accounts of the Company and the correctness of the statement of income and the balance sheet shall be audited and confirmed by an independent auditor.
|
|
28.3.
|
The Company shall, in an annual General Meeting, appoint an independent auditor who shall hold such position until the next annual General Meeting, and his appointment, remuneration and
rights and duties shall be subject to the provisions of the Companies Law, provided, however, that in exercising its authority to fix the remuneration of the auditor, the shareholders in an annual
General Meeting may, by a resolution, act (and in the absence of any action in connection therewith shall be deemed to have so acted) to authorize the Board to fix such remuneration subject to such criteria or standards, if any, as may be
provided in such resolution, and if no such criteria or standards are so provided, such remuneration shall be fixed in an amount commensurate with both the volume and nature of the services rendered by the auditor. By an act appointing such
auditor, the Company may appoint the auditor to serve for a period which is longer than the aforementioned period, but no longer than until the third Annual Meeting after the meeting at which the auditor has been appointed.
|
28.4.
|
The auditor shall be entitled to receive notices of every General Meeting of the Company and to attend such meetings and to express his opinions on all matters pertaining to his function as
the auditor of the Company.
|
|
28.5.
|
Subject to the provisions of the Companies Law and the U.S. Rules, any act carried out by the auditor of the Company shall be valid as against any person doing business in good faith with the
Company, notwithstanding any defect in the appointment or qualification of the auditor.
|
|
28.6.
|
For as long as the Company is a public company, as defined in the Companies Law, it shall appoint an internal auditor possessing the authorities set forth in the Companies Law. The internal
auditor of the Company shall present all of its proposed work plans to the audit committee of the Board, which shall have the authority to approve them, subject to any modifications in its discretion.
|
29.
|
NOTICES
|
29.1.
|
The Company may serve any written notice or other document on a shareholder by way of delivery by hand, by facsimile transmission or by dispatch by prepaid registered mail to his address as
recorded in the Register, or if there is no such recorded address, to the address given by him to the Company for the sending of notices to him. Notwithstanding the foregoing or any other provision to the contrary contained herein, notices or
any other information or documents required to be delivered to a shareholder shall be deemed to have been duly delivered if submitted, published, filed or lodged in any manner prescribed by applicable law. With respect to the manner of
providing such notices or other disclosures, the Company may distinguish between the shareholders listed on its regular Registry and those listed in any “additional registry”, as defined in Section 138(a) of the Companies Law, administered by
a transfer agent or stock exchange registration company.
|
29.2.
|
Any shareholder may serve any written notice or other document on the Company by way of delivery by hand at the Office, by facsimile or email transmission to the Company or by dispatch by
prepaid registered mail to the Company at the Office.
|
||
29.3.
|
Any notice or document which is delivered or sent to a shareholder in accordance with these Articles shall be deemed to have been duly delivered and sent in respect of the shares held by him
(whether in respect of shares held by him alone or jointly with others), notwithstanding the fact that such shareholder has died or been declared bankrupt at such time (whether or not the Company knew of his death or bankruptcy), and shall be
deemed to be sufficient delivery or dispatch to heirs, trustees, administrators or transferees and any other persons (if any) who have a right in the shares.
|
||
29.4.
|
Any such notice or other document shall be deemed to have been served:
|
||
29.4.1.
|
in the case of mailing, forty eight (48) hours after it has been posted, or when actually received by the addressee if sooner than 48 hours after it has been posted;
|
||
29.4.2.
|
in the case of overnight air courier, on the next day following the day sent, with receipt confirmed by the courier, or when actually received by the addressee if sooner;
|
||
29.4.3.
|
in the case of personal delivery, when actually tendered in person to such shareholder;
|
||
29.4.4.
|
in the case of facsimile or other electronic transmission (including email), the next day following the date on which the sender receives automatic electronic confirmation by the recipient’s
facsimile machine or computer or other device that such notice was received by the addressee; or
|
||
29.4.5.
|
in the case a notice is, in fact, received by the addressee, when received, notwithstanding that it was defectively addressed or failed, in some other respect, to comply with the provisions
of this Article 29.4.
|
||
29.5.
|
Any shareholder whose address is not described in the Register, and who shall not have designated in writing an address for the receipt of notices, shall not be entitled to receive any notice
from the Company. In the case of joint holders of a share, the Company shall be entitled to deliver a notice by dispatch to the joint holder whose name stands first in the Register in respect of such share.
|
29.6.
|
Whenever it is necessary to give notice of a particular number of days or a notice for another period, the day of delivery shall be counted in the number of calendar days or the period,
unless otherwise specified.
|
||
29.7.
|
Notwithstanding anything to the contrary contained herein, notice by the Company of a General Meeting, containing the information required to be set forth in such notice under these Articles,
which is published, within the time otherwise required for giving notice of such meeting, in:
|
||
29.7.1.
|
the Company’s website shall be deemed to be notice of such meeting duly given, for the purposes of these Articles, to any shareholder whose address as registered in the Register (or as
designated in writing for the receipt of notices and other documents) is located in the State of Israel; and
|
||
29.7.2.
|
one (1) notification by international wire service press release and furnishing of such release on Form 6-K to the U.S. Securities and Exchange Commission shall be deemed to be notice of such
meeting duly given, for the purposes of these Articles, to any shareholder whose address as registered in the Register (or as designated in writing for the receipt of notices and other documents) is located outside the State of Israel.
|
30.
|
INSURANCE, INDEMNITY AND EXCULPATION
|
30.1.
|
Subject to the provisions of the Companies Law, the Company shall be entitled to enter into a contract to insure all or part of the liability of an Office Holder of the Company, imposed on
him in consequence of an act which he has performed by virtue of being an Office Holder, in respect of any of the following:
|
||
30.1.1.
|
The breach of a duty of care to the Company or to any other person, other than with respect to a distribution and excluding a breach committed intentionally or recklessly (other than a breach
arising out negligent conduct);
|
||
30.1.2.
|
The breach of a fiduciary duty to the Company, provided that the Office Holder acted in good faith and had reasonable grounds for believing that the action would not adversely affect the best
interests of the Company;
|
||
30.1.3.
|
A pecuniary liability imposed on him in favor of any other person in respect of an act done in his capacity as an Office Holder.
|
||
30.1.4.
|
Any other circumstances arising under the law with respect to which the Company may, or will be able to, insure an Office Holder.
|
30.2.
|
Subject to the provisions of the Companies Law, the Company shall be entitled to indemnify an Office Holder of the Company, to the fullest extent permitted by applicable law. Subject to the
provisions of the Companies Law, including the receipt of all approvals as required therein or under any applicable law, the Company may resolve retroactively to indemnify an Office Holder with respect to the following liabilities or
expenses, provided, in each of the below cases, that such liabilities or expenses were imposed on such Office Holder in such Office Holder’s capacity as an Office Holder of the Company:
|
||
30.2.1.
|
a financial liability imposed on him in favor of another person in any judgment, including a judgment imposed on him in a settlement confirmed as judgment or an arbitrator’s decision that was
approved by a court of law, in respect of an act performed by the Office Holder by virtue of the Office Holder being an Office Holder of the Company; provided, however, that: (a) any indemnification
undertaking with respect to the foregoing shall be limited (i) to events which, in the opinion of the Board, are foreseeable in light of the Company’s actual operations at the time of the granting of the indemnification undertaking, and (ii)
to an amount or by criteria determined by the Board to be reasonable in the given circumstances; and (b) the events that in the opinion of the Board are foreseeable in light of the Company’s actual operations at the time of the granting of
the indemnification undertaking are listed in the indemnification undertaking together with the amount or criteria determined by the Board to be reasonable in the given circumstances;
|
||
30.2.2.
|
reasonable legal expenses, including attorney’s fees, expended by the Office Holder as a result of an investigation or proceeding instituted against such Office Holder by a competent
authority, and which investigation or proceeding: (i) concluded without the filing of an indictment (as defined in the Companies Law) against such Office Holder and without a financial liability having been imposed against such Office Holder
in lieu of a criminal proceeding (as defined in the Companies Law); (ii) concluded without the filing of an indictment against such Office Holder but with a financial liability having been imposed against such Office Holder in lieu of a
criminal proceeding but relates to a criminal offense that does not require proof of criminal intent; or (iii) involves financial sanction;
|
30.2.3.
|
reasonable legal expenses, including attorney’s fees, paid for by the Office Holder, or which the Office Holder was charged by a court of law, in a proceeding brought against the Office
Holder by the Company, or by another person on its behalf, or by a third party, or in a criminal prosecution in which the Office Holder was acquitted, or in which he was convicted of an offense that does not require proof of criminal intent;
and
|
||
30.2.4.
|
any other event, occurrence or circumstances in respect of which the Company may lawfully indemnify an Office Holder of the Company, including, without limitation: (i) a payment imposed on an
Office Holder in favor of an injured party as set forth in Section 52(54)(a)(1)(a) of the Israeli Securities Law; and (ii) reasonable litigation expenses, including attorney fees, incurred by the director or officer in connection with a
proceeding under Chapters H’3, H’4 or I’1 of the Israeli Securities Law, or under Article D of the Fourth Chapter, Ninth Part of the Companies Law, if applicable, including reasonable legal expenses, which term includes attorney fees.
|
||
30.3.
|
The Company may undertake to indemnify an Office Holder as aforesaid: (i) prospectively, provided that the undertaking is limited to categories of events which in the opinion of the Board can
be foreseen when the undertaking to indemnify is given, and to an amount set by the Board as reasonable under the circumstances, and (ii) retroactively.
|
||
30.4.
|
Subject to the provisions of the Companies Law including the receipt of all approvals as required therein or under any applicable law, the Company may, to the maximum extent permitted by the
Companies Law, exempt and release, in advance, any Office Holder from any liability for damages arising out of a breach of a duty of care towards the Company, except in connection with distributions.
|
||
30.5.
|
Any amendment to the Companies Law adversely affecting the right of any Office Holder to be indemnified or insured pursuant to Articles 30.1, 30.2 and 30.4 and any amendments to such
Articles shall be prospective in effect, and shall not affect the Company’s obligation or ability to indemnify or insure an Office Holder for any act or omission occurring prior to such amendment, unless otherwise provided by applicable law.
|
30.6.
|
The provisions of Articles 30.1, 30.2 and 30.4 are not intended, and shall not be interpreted so as to restrict the Company, in any manner, in respect of the procurement of insurance
or in respect of indemnification or exculpation, in favor of any person who is not an Office Holder, including, without limitation, any employee, agent, consultant or contractor of the Company who is not an Office Holder; or any Office Holder
to the extent that such insurance and/or indemnification is not specifically prohibited under law.
|
31.
|
WINDING-UP AND REORGANIZATION
|
31.1.
|
Should the Company be wound up and assets of the Company will remain available for distribution after covering all the Company’s outstanding liabilities, such assets shall be distributed
among the shareholders pro rata to the nominal value of the paid-up capital on the shares held by each of them.
|
|
31.2.
|
Upon the sale of the Company’s assets, the Board may, or in the case of a liquidation, the liquidators may, if authorized to do so by a resolution of the Company, accept fully or partly
paid-up shares, or securities of another company, Israeli or non-Israeli, whether in existence at such time or about to be formed, in order to purchase the property of the Company, or part thereof, and to the extent permitted under the
Companies Law, the Board may (or in the case of a liquidation, the liquidators may) distribute the aforesaid shares or securities or any other property of the Company among the shareholders without realizing the same, or may deposit the same
in the hands of trustees for the shareholders, and the General Meeting by a resolution may decide, subject to the provisions of the Companies Law, on the distribution or allotment of cash, shares or other securities, or the property of the
Company and on the valuation of the aforesaid securities or property at such price and in such manner as the shareholders at such General Meeting shall decide, and all of the shareholders shall be obliged to accept any valuation or
distribution determined as aforesaid and to waive their rights in this regard, except, in a case in which the Company is about to be wound-up and is in the process of liquidation, for those legal rights (if any) which, according to the
provisions of the Companies Law, may not be changed or modified.
|
32.
|
TRANSLATION AND BINDING EFFECT
These Articles may be translated into Hebrew and/or into other languages. Notwithstanding the aforesaid, the English version of these Articles shall be binding upon the Company, its
shareholders and/or any third party and shall supersede any translation thereof.
|
4.1 |
Salary. The Company will pay you an annual gross base salary of US $380,000 (the “Annual Base Salary”), payable during your employment in accordance with the Company's regular payroll practice
in effect from time to time. Your Base Salary shall be subject to annual review and may be increased but not decreased. Your salary, bonus and other benefits will be subject to applicable withholding as required by law.
|
4.2 |
Bonus. In addition to the Annual Base Salary, you will be eligible to receive an annual bonus (the “Bonus”) in an amount equal to up to 60% of your Annual Base Salary (the “Target Bonus”), subject to the terms of this section 4.2. The Bonus will be awarded on an annual basis and paid in the year following the calendar year to which the Bonus relates in accordance with the
Parent’s compensation policy but in no event later than ninety (90) days after the end of the applicable calendar year), based and subject to your meeting certain criteria and key performance indicators as shall be determined by the
compensation committee of the Parent Board (the “Compensation Committee”), and the Parent Board from time to time, and in accordance with the Company’s compensation plan and Company policies, as amended
from time to time, and subject to applicable law. It is hereby clarified that the payment of the Bonus may be subject to an approval of the shareholders of the Company, to the extent required to be approved by the shareholders of the Parent
in accordance with applicable law. The Company’s goals, parameters, key performance indicators or any terms of the compensation plan or the Bonus entitlement may be reviewed, modified and adjusted by the Company, at any time and for any
reason with respect to the future, upon notification to you; provided that any material modification or adjustment made after the establishment of goals, parameters, key performance indicators or terms for a particularly bonus year may only
be made with your written consent which such consent shall not be unreasonably withheld. The calculation and interpretation of any Bonus payable, and whether any criteria and/or performance standards have been met, shall be determined by the
Compensation Committee and the Parent Board at their sole and final discretion, and shall not be subject to review or appeal. You must continue to be employed on the payment date to be entitled to payment of any Bonus granted by the Company
according to the terms of this section 4.2 for any given calendar year.
|
5.1. |
You will be eligible to participate in the Company’s standard full-time employment benefits that are offered by the Company from time to time, which are currently expected to include medical, short term disability and 401K benefits.
|
5.2. |
You will receive other benefits, including vacation, holidays and sick leave, as the Company generally provides to its employees from time to time. As an employee of the Company, you will be entitled to 20 (twenty) days of total paid time
off (inclusive of sick days) (“PTO”) per each full calendar year, and your PTO benefits generally will be subject to the Company’s policies as in effect from time to time. In addition, the Company will
offer seven (7) Company holidays: New Year’s Day, Presidents’ Day, Memorial Day, Independence Day (July 4), Thanksgiving and the Friday after Thanksgiving and Christmas Day.
|
5.3. |
Notwithstanding anything to the contrary herein, the Company reserves the right to change or otherwise modify, in its sole discretion, the benefits offered to employees to conform to the Company’s general policies as such polices and
benefits may be changed from time to time.
|
6.1 |
Subject to the approval of the Parent Board, at its sole discretion, the Company will recommend to the Parent Board that Parent grant you with an option to purchase the number of ordinary shares, par value 0.0000769 NIS each, of the Parent
(“Ordinary Shares”), which is equal to 4.5% of the Parent's issued and outstanding share capital on a fully diluted basis as of the Start Date (including for the avoidance of doubt, any issued and
outstanding options and warrants to purchase Ordinary Shares as of such date, but excluding any Ordinary Shares that are reserved for issuance under the Entera Bio Ltd. 2018 Equity Incentive plan, as may be amended from time to time (“Option Plan”), but are unallocated of such date) (the “Options”), subject to the requirements of the relevant securities, tax and other applicable laws and
regulations. Subject to the approval of the Parent Board and the terms of the Options Agreement (as defined below), the Options will have an exercise price equal to the closing price of the Ordinary Shares as of the grant date by the Parent
Board, and will vest over four (4) years, with 25% of the Options vesting at the end of your first anniversary with the Company, and thereafter the remaining 75% of the Options shall vest in equal quarterly increments, so long as you remain
employed by the Company on a full time basis on each applicable vesting date (for the avoidance of doubt, and notwithstanding anything to the contrary in the Option Plan and the Options Agreement (as defined below), the Options shall stop
vesting if you cease to be employed by the Company, irrespectively if you serve in the capacity of a director of the Parent). In the event of a Change in Control (as defined below), as long as you remain employed by the Company on a full time
basis on the closing date of such event, any then outstanding unvested Options shall vest and become fully exercisable as of the closing of such Change in Control.
|
6.2 |
Upon and subject to the approval of the grant of the Options by the Parent Board and by the shareholders of the Parent as required by applicable law, and as a condition to the grant of the Options, you shall sign the standard option
agreement with the Parent and the Company regarding the options (the “Options Agreement”). Notwithstanding anything herein to the contrary, the Options will be subject to applicable law, the terms and
conditions of the Option Plan, the Options Agreement, and other terms and conditions approved by the Parent Board (which such terms and conditions shall be consistent with the vesting schedule and other terms set forth in this Agreement).
|
6.3 |
You will be responsible for any and all tax consequences in connection with the grant of the Options, and/or the exercise of the Options and sale of Ordinary Shares. The Company or Parent, as applicable, shall withhold taxes according to
the requirements under applicable laws, rules, and regulations, including withholding taxes at source.
|
|
Very truly yours,
________________________
Chairman of Parent Board
|
• |
Exhibit A- Confidentiality, Non-Competition, Non-Solicitation, and Assignment of Inventions Undertaking.
|
_____________________
Spiros Jamas
|
Date signed: ______________
|
1. |
Confidential Information and Confidentiality
|
1.1 |
I am aware that I may have access to or be entrusted with information (regardless of the manner in which it is recorded or stored) relating to the business interests, methodology or affairs of the Group, or any person or entity with whom
or which the Group deals or is otherwise connected and which, for the avoidance of doubt, includes the terms of the Agreement, other than the terms of this Undertaking (“Confidential Information”). By
way of illustration, Confidential Information includes but is not limited to technical information, whether ideas or reduced to practice, techniques, products, technologies (actual or planned) and their components, Inventions (as defined
below), research and development activities, drawings, pricing methods, financial data, business and marketing strategies and plans, customer and supplier information and information pertaining to employees or officers of, or investors in,
the Group.
|
1.2 |
During the term of the Agreement and at all times thereafter I shall keep confidential, and shall not except in the proper performance of my employment duties use, disclose and/or make available, directly or indirectly, to any third party
any Confidential Information without the prior written consent of the Company. The foregoing does not apply to information that is already in the public domain through no fault of my own, or to disclosures which are required by law, in which
case I will notify the Company immediately on becoming aware of such requirement or its likely occurrence.
|
1.3 |
Without derogating from the generality of the foregoing, I confirm that:
|
1.3.1 |
Except in the proper performance of my employment duties, I shall not copy, transmit, communicate, publish or make any commercial or other use whatsoever of any Confidential Information, without the prior written consent of the Company.
|
1.3.2 |
I shall exercise the highest degree of care in safeguarding the Confidential Information against loss, theft or other inadvertent disclosure and in maintaining its confidentiality.
|
1.3.3 |
Upon termination of my employment, or at the earlier request of my direct manager, I shall deliver to the Company all Confidential Information and any and all copies thereof that have been furnished to me, prepared by me or came to my
possession howsoever, and I shall not retain copies thereof in whatever form.
|
2. |
Non-Competition and Non-Solicitation
|
2.1 |
in any capacity whatsoever, whether independently or as a shareholder (excluding holding up to 5% of the share capital of a public company), employee, consultant, officer or in any managerial capacity, carry on, set up, own, manage,
control or operate, be employed, engaged or interested in a business which directly competes with, or proposes to directly compete with, the Group, or any part thereof; provided, however, that this
Section 2.1 shall only apply if (a) the Company notifies me within ten days prior to my effective date of termination that this Section 2.1 should apply and (b) during the Restricted Period, the Company pays me an amount equal to 50% of what
I would receive as base salary had I continued to be employed during the Restricted Period;
|
2.2 |
canvass, solicit, or endeavor to entice from the Group, or otherwise have any business dealings with, any person or entity who or which at any time during my employment was or is an employee, agent, officer, consultant, advisor or other
independent contractor of or provider of services to the Group;
|
2.3 |
otherwise interfere with the relationship between any of the persons or entities listed in Section 2.2 and the Group (including by assisting another to interfere in such relationship).
|
2.4 |
I acknowledge that my obligations under this Section 2 are reasonable in light of my position and duties within the Company and the nature of the Group’s business.
|
3. |
Inventions
|
3.1 |
I shall promptly disclose to the Parent Board (as defined in the Agreement) all inventions, original works of authorship, developments, know-how, trade secrets, designs, improvements and discoveries which I solely or jointly conceive,
develop or reduce to practice or cause to be conceived, developed or reduced to practice during the course of my employment with the Company or which use Confidential Information or other Group’s property, whether patentable or not (“Inventions”).
|
3.2 |
I further confirm that all Inventions, and any and all rights, interests and title therein, shall be the exclusive property of the Group and I shall not be entitled to, and I hereby waive now and in the future, any claim to any right,
compensation or reward in connection therewith.
|
3.3 |
Without derogating from the Group’s rights under this Undertaking or any law, I agree to assign and hereby automatically assign and shall in the future take all the requisite steps (including by way of illustration only, signing all
appropriate documents) to assign to the Company. or other member of the Group and/or its designee any and all of my foregoing rights, titles and interests in respect of any Inventions, on a worldwide basis and acknowledge now and in the
future acknowledge the Group’s full and exclusive ownership in all such Inventions. I shall, at any time hereafter, execute all documents and take all steps necessary to effectuate the assignment to the Group or its designee or to assist them
to obtain the exclusive and absolute rights, title and interests in and to all Inventions, including by the registration of patents or trademarks, protection of trade secrets, copyright, or any other applicable legal protection, and to
protect the same against infringement by any third party, including by assisting in any legal action requested by the Group with respect to the foregoing.
|
3.4 |
I hereby acknowledges and agree that all copyrightable works included in the Inventions shall be “works made for hire” within the meaning of the Copyright Act of 1976, as amended (17 U.S.C. §101) (“Act”),
and that Company (or the Parent, if applicable) is to be the “author” within the meaning of the Act. In the event that title to any or all of the Inventions does not or may not by operation of law, vest in Company (or the Parent, if
applicable), I hereby agree to promptly disclose and provide all Inventions to Company and hereby assign to Company (or the Parent, if applicable), all of my right, title and interest in all Inventions and all copies of them, in whatever
medium fixed or embodied, and in all writing relating thereto in my possession or control. I hereby expressly waive that which may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like or similar rights
in any Invention or any such work made for hire.
|
3.5 |
If Company (or the Parent, if applicable) is unable, after duly reasonable effort, to secure my signature on any such documents, I hereby irrevocably designate and appoint Company, the Parent and their duly authorized officers and agents
as my agent and attorney-in-fact, to do all lawfully permitted acts (including but not limited to the execution, verification and filing of applicable documents) with the same legal force and effect as if performed by myself.
|
4. |
No Conflicting Obligations
|
5. |
Notice to Offerors
|
6. |
Employee Protections
|
7. |
General
|
7.1 |
Without intending to limit the remedies available to the Company, I agree that a breach of any of the covenants contained in this Undertaking may result in material and irreparable injury to the Group for which there is no adequate
remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of such a breach or threat thereof, the Company shall be entitled to seek a temporary restraining order or a preliminary or
permanent injunction, or both, without bond or other security, restraining me from engaging in activities prohibited by the covenants contained in this Undertaking or such other relief as may be required specifically to enforce any of the
covenants contained in this Undertaking. Such injunctive relief in any court shall be available to the Company in lieu of, or prior to or pending determination in, any proceeding. In addition to the remedies the Company may seek and
obtain hereunder, the Restricted Period shall be extended by any and all periods during which I am in breach of Section 2.
|
7.2 |
I acknowledge that any breach by me of my obligations pursuant to this Undertaking may cause substantial damage for which the Group shall hold me liable.
|
7.2 |
The terms of this Undertaking shall be interpreted in such a way as to give them maximum enforceability at law. The unenforceability of any term (or part thereof) shall not affect the enforceability of any other part of this Undertaking.
|
7.4 |
I have been given at least ten days to review this Undertaking, and I have been advised that I should seek legal counsel to advise me on the terms hereof.
|
_____________________
Spiros Jamas
|
______________
Date
|
_____________________
Entera Bio Inc.
Name:
Title:
|
_____________
Date
|
SUBSIDIARY
|
STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION
|
|
Entera Bio Inc.
|
Delaware
|
1. |
I have reviewed this annual report on Form 20-F of Entera Bio Ltd.;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
|
4. |
The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material
information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c) |
Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d) |
Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has
materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
|
5. |
The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors
and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely
affect the company’s ability to record, process, summarize and report financial information; and
|
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
|
Date: March 17, 2021
|
/s/ Dr. Spiros Jamas
|
Name: Spiros Jamas
Title: Chief Executive Officer and Director
|
1. |
I have reviewed this annual report on Form 20-F of Entera Bio Ltd.;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
|
4. |
The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material
information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c) |
Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d) |
Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has
materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
|
5. |
The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors
and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely
affect the company’s ability to record, process, summarize and report financial information; and
|
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
|
Date: March 17, 2021
|
/s/ Jonathan Lieber
|
Name: Jonathan Lieber
Title: Chief Financial Officer
|
1.
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.
|
By:
|
/s/ Dr. Spiros Jamas
|
|
|
Name: Spiros Jamas
|
|
|
Title: Chief Executive Officer and Director
|
1.
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.
|
By:
|
/s/ Jonathan Lieber
|
|
|
Name: Jonathan Lieber
|
|
|
Title: Chief Financial Officer
|
/s/ Kesselman & Kesselman
|
Certified Public Accountants (lsr.)
|
A member firm of PricewaterhouseCoopers International Limited
|
Tel-Aviv, Israel
|
March 18, 2021
|