Amendment: SEC Form SC 13G/A filed by Entera Bio Ltd.
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
| ENTERA BIO LTD. |
| (Name of Issuer) |
|
Ordinary Shares, nominal value of NIS 0.0000769 |
(Title of Class of Securities)
|
| M40527109 |
(CUSIP Number)
|
| July 19, 2024 |
| (Date of Event which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13G/A
| CUSIP No. | M40527109 |
Introductory Note: This Schedule 13G/A is filed on behalf of Centillion Fund, Inc. a corporation organized under the laws of Saint Lucia, in respect of ordinary shares of Entera Bio Ltd.
| 1 | Names of Reporting Persons |
|
CENTILLION FUND, INC. | |
| 2 | Check the appropriate box if a member of a Group (see instructions) |
|
(a) ¨ | |
| 3 | Sec Use Only |
| |
| 4 | Citizenship or Place of Organization |
|
SAINT LUCIA |
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5 | Sole Voting Power |
|
2,396,953 | ||
| 6 | Shared Voting Power | |
|
-- | ||
| 7 | Sole Dispositive Power | |
|
2,396,953 | ||
| 8 |
Shared Dispositive Power
-- |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person |
|
2,396,953 | |
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions) |
|
¨ | |
| 11 | Percent of class represented by amount in row (9) |
6.7% (*) | |
| 12 | Type of Reporting Person (See Instructions) |
|
CO |
(*) As reflected in the Issuer’s Schedule 14A Information as filed with the SEC on June 20, 2024.
| Page 2 of 4 |
| Item 1. |
| (a) | Name of Issuer: Entera Bio Ltd |
| (b) | Address of Issuer’s Principal Executive Offices: |
Kiryat Hadassah Minrav Building - Fifth Floor, Jerusalem 9112002 Israel
| Item 2. |
| (a) | Name of Person Filing: Centillion Fund, Inc. |
| (b) | Address of Principal Business Office or, if None, Residence: |
#10 Manoel Street, Castries, Saint Lucia LC04 101
| (c) | Citizenship: Saint Lucia |
| (d) | Title and Class of Securities: Ordinary Shares, par value NIS 0.0000769 per share |
| (e) | CUSIP No.: M40527109 |
| Item 3. | Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
(g) x Parent Holding Company or Control Person. This statement is also being filed by Mr. Renat Yliagoyev in the event he could be deemed to be a controlling person of Centillion Fund Inc. as a result of his purchase, as of July 19, 2024, of 100% ownership of Centillion Fund, Inc., which in turn owns all 2,396,953 of the securities reflected herein; provided, however, that (i) the existence of his control of Centillion Fund, Inc is expressly disclaimed and (ii) the filing of this statement shall not be construed as an admission that Mr. Yliagoyev is the beneficial owner of any of the said securities.
In addition, Mr. Yliagoyev maintains warrants to purchase up to 179,640 Ordinary Shares, at $0.71 per Ordinary Share, as disclosed in the Issuer’s Form 8-K on December 30, 2023 (the “Warrants”). The Warrants are exercisable for five (5) years from issuance. While the Warrants are not held in the name of Centillion Funds, Inc., and have not been exercised, given that Mr. Yliagoyev may be deemed as a control person, the number of shares he may ultimately be in control of is 2,576,593.
| Item 4. | Ownership |
| (a) | Amount Beneficially Owned: See rows 5-9 of cover page of the reporting person. |
| (b) | Percent of Class: See row 11 of cover page of each reporting person |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: |
See row 5 of cover page of each reporting person
| (ii) | Shared power to vote or to direct the vote: |
See row 6 of cover page of each reporting person and note in Item 4(a) above
| (iii) | Sole power to dispose or to direct the disposition of: |
See row 7 of cover page of each reporting person
| (iv) | Shared power to dispose or to direct the disposition of: |
See row 8 of cover page of each reporting person and note in Item 4(a) above
| Item 5. | Ownership of Five Percent or Less of a Class.
Not Applicable |
| Item 6. | Ownership of more than Five Percent on Behalf of Another Person. Not applicable |
| Page 3 of 4 |
| Item 7. | Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person. |
Not applicable
| Item 8. | Identification and classification of members of the group. |
Not applicable
| Item 9. | Notice of Dissolution of Group. |
Not applicable
| Item 10. | Certifications. |
Not applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: August 13, 2024
| /s/ Renat Yliagoyev | |
Renat Yliagoyev |
|
| Director |
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
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