Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
company organized under the laws of the
serve as the Company’s Chief Business Officer, Chief Financial Officer and Head
of Corporate Strategy, effective as of
the Effective Date. Dana Yaacov-Garbeli, the Company’s
Financial Officer, will remain in her current role, including as the Company’s
principal accounting officer; however, as of the Effective Date, Ms.
Yaacov-Garbeli will no longer be the Company’s principal financial officer given
In connection with
Board determined that
under the listing rules of the
Compensation Committee or Audit Committee. The Board anticipates filling the
resulting vacancies on both committees with one or more current independent
principal investment and
biotech sector. Since its founding in 2018, she served as Chief Operating
Officer, Chief Financial Officer and Director of TRIGR Therapeutics, an oncology
focused, clinical stage bispecific antibody company acquired by Compass
Therapeutics (Nasdaq: CMPX) in
short term on the executive management team of Sorrento Therapeutics (Nasdaq:
SRNE) as EVP Strategy/Corporate Development where she helped drive the Company’s
hematology/oncology (IO mAbs, ADC), cellular therapy (CD-38 CAR-T, oncolytic
virus) and pain franchises. From 2012 to 2016,
Healthcare Investment Banking at
where she completed biotech equity financings (IPO, ATM, follow-on) totaling
VP in the investment group of Royalty Pharma (Nasdaq: RPRX), where she focused
on oncology/hematology and auto-immune monoclonal antibody investments.
member of the board of directors of Compass Therapeutics (Nasdaq: CMPX), Journey
Medical (Nasdaq: DERM) and NEXGEL (Nasdaq: NXGL). From 1998 to 2003,
in Finance and Entrepreneurship from the
In connection with
employment agreement (the “Employment Agreement”) with the Company, providing
for an annual employer cost of
payments, severance and disability benefits as required under Israeli
the Company’s 2018 Equity Incentive Plan to purchase 500,000 shares of the
Company’s ordinary shares, par value
the option was approved by the Board. The options will vest over four years,
with 25% of the options vesting on
quarterly increments over the remaining three-year period, subject to
receive an annual bonus in an amount equal to 50% of her annual base salary.
Under the Employment Agreement,
non-disclosure and non-competition covenants, and either party may terminate the
Employment Agreement upon at least one month’s written notice. In the event
Cause (as defined in the Employment Agreement),
to receive a one-time separation payment in the total amount of 3 months of
salary, subject to the execution of a customary separation agreement.
by the Company’s shareholders under applicable Israeli law, which the Company
expects to seek at its next annual meeting of shareholders.
The foregoing description of the Employment Agreement is only a summary and is
qualified in its entirety by reference to the complete text of the Employment
Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on
form 8-K and incorporated by reference in this Item 5.02.
Other than as described in this Current Report on Form 8-K, there are no
arrangements or understandings between
pursuant to which
the beginning of the Company’s last fiscal year, the Company has not engaged in
any transaction, or any currently proposed transaction, in which
involved exceeded or would exceed
longer maintains a role at the Company. The Board thanks him for his
contributions to the Company.
Item 9.01 Financial Statements and Exhibits.
Exhibit Number Description Employment Agreement, effective as of
May 16, 2022by and between 10.1* Entera Bio Ltd.and Miranda J. ToledanoCover Page Interactive Data File (embedded within the Inline XBRL 104 document) * Management contract or compensation plan or arrangement.
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