All eight proposals are virtually certain to pass given BVF's committed FOR votes on Proposals 1-5. The massive CEO grant (6.7M shares) is the largest — it restores her to 4.57% fully diluted ownership. The 5-year post-termination exercise period (Proposal 8) is a significant retention tool. Monitor the Q4 2026 10-Q for the Phase 3 EB613 trial initiation update — that is the real catalyst, not this proxy vote.
Price Chart
Executive Summary
Entera Bio is holding a special shareholder meeting on November 24, 2026, to vote on eight proposals tied to its $275 million July 2026 private placement led by BVF Partners. Key items include a 13,937,915-share increase to the 2018 equity plan, massive one-time equity grants to the CEO (6.7M shares in options/RSUs) and three other named executives to restore pre-dilution ownership percentages, an amended compensation policy, higher non-executive director pay, and a 5-year post-termination option exercise period. The activist investor BVF (9.99% holder) has agreed to vote in favor of the equity grant proposals, making passage highly likely.
Key Facts
- Special meeting on November 24, 2026, with 8 proposals on the ballot.
- Proposal 1: Increase 2018 Plan by 13,937,915 shares (to ~10% of outstanding post-offering).
- Proposal 2: CEO Miranda Toledano receives 3,351,790 options ($2.96 strike, 3-yr vest) + 3,351,790 RSUs (1-yr vest).
- Proposal 3: CFO Dana Yaacov-Garbeli receives 1,595,260 options ($2.96 strike, 3-yr vest).
- Proposal 4: COO Hillel Galitzer receives 1,950,925 options ($2.96 strike, 3-yr vest).
- Proposal 5: R&D Chief Gregory Burshtein receives 1,540,754 options ($2.96 strike, 3-yr vest).
- Proposals 6-8: Amended compensation policy, higher non-executive director pay, and 5-year post-termination option exercise period.
- BVF Partners (9.99% holder) and other placement investors have agreed to vote FOR Proposals 1-5.
- CEO total compensation in 2025 was $1.482M (up from $1.149M in 2024); net loss widened to $11.4M from $9.5M.
- Post-grant, CEO would own 4.57% fully diluted; CFO 1.09%; COO 1.33%; R&D Chief 1.05%.
Financial Impact
Massive equity dilution: up to 8.44M new shares from top-up grants alone, plus 13.94M new plan shares. At $2.96 strike, CEO options alone represent ~$9.9M potential value. Total potential dilution ~13% of current 173.9M shares outstanding.
Risk Factors
- Massive equity dilution from top-up grants (8.44M shares) and plan increase (13.94M shares) could pressure stock.
- Net loss widening from $9.5M to $11.4M in 2025 with no near-term revenue — cash burn rate matters.
- Activist BVF's 9.99% stake with pre-funded warrants creates overhang; any future selling could weigh on price.
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEF 14A Filing (Primary) | 0001178913-26-004771 |
| Document: 0001178913-26-004771-index-headers.html | 0001178913-26-004771 |
| Document: 0001178913-26-004771-index.html | 0001178913-26-004771 |
| Document: 0001178913-26-004771.txt | 0001178913-26-004771 |
Track record builds as more directional reports settle.
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 14, 2026 12d ago | DEF 14A | $2.77 | awaiting T+60 | — | $2.86 (+3.25%) |
Oct 6, 2026 20d ago | 8-K | $2.53 | awaiting T+60 | — | $2.86 (+13.04%) |
Aug 27, 2026 8w ago | Press Release | $3.08 | awaiting T+60 | — | $2.86 (−7.14%) |
Aug 18, 2026 9w ago | 8-K | $2.89 | awaiting T+60 | — | $2.86 (−1.04%) |
Aug 7, 2026 11w ago | Press Release | $3.04 | awaiting T+60 | — | $2.86 (−5.92%) |
Jul 29, 2026 12w ago | Press Release | $3.00 $3.02 | ▲ +0.67% | ▼ −4.06% | $2.86 (−4.67%) |
Jun 16, 2026 18w ago | Press Release | $1.18 $2.79 | ▲ +136.44% | ▲ +135.44% | $2.86 (+142.37%) |
May 28, 2026 21w ago | Press Release | $1.22 $3.23 | ▲ +164.75% | ▲ +163.02% | $2.86 (+134.43%) |
May 18, 2026 23w ago | EFFECT | $1.23 $2.80 | ▲ +127.64% | ▲ +122.79% | $2.86 (+132.52%) |
May 8, 2026 24w ago | S-3 | $1.17 $2.81 | ▲ +140.17% | ▲ +135.78% | $2.86 (+144.44%) |
US Market Status
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