SEC Form 10-Q filed by Entera Bio Ltd.
|
|
|
(State or other jurisdiction of
|
|
(I.R.S. Employer
|
incorporation or organization)
|
|
Identification No.)
|
|
|
|
|
|
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Title of Each Class
|
|
Trading Symbol
|
|
Name of Each Exchange on Which Registered
|
|
|
|
|
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
|
☒
|
Smaller reporting company
|
|
|
|
Emerging growth company
|
|
Page | ||
1 | ||
3 | ||
3 | ||
4 | ||
5 | ||
6 | ||
7 | ||
8 | ||
15 | ||
25 | ||
26 | ||
26 | ||
26 | ||
26 | ||
27 | ||
27 | ||
27 | ||
27 | ||
28 | ||
29 |
• | Clinical development involves a lengthy and expensive process with uncertain outcomes. We may incur additional costs and experience delays in developing and commercializing or be unable to develop or commercialize our current and future product candidates; |
• | The regulatory approval processes of the U.S. Food and Drug Administration (“FDA”) and comparable foreign authorities are lengthy, time-consuming and inherently unpredictable, and if we are ultimately unable to obtain regulatory approval for our product candidates, our business will be materially harmed; |
• | Preclinical development is uncertain. Our preclinical programs may experience delays or may never advance to clinical trials, which would adversely affect our ability to obtain regulatory approvals or commercialize these programs on a timely basis or at all; |
• | Positive results from preclinical studies and early-stage clinical trials may not be predictive of future results. Initial positive results in any of our clinical trials may not be indicative of results obtained when the trial is completed or in later stage trials; |
• | The scope, progress and costs of developing our product candidates such as EB613 for osteoporosis and EB612 or other oral peptides for hypoparathyroidism may alter over time based on various factors such as regulatory requirements, collaboration agreements, the competitive environment and new data from pre-clinical and clinical studies; |
• | The accuracy of our estimates regarding expenses, capital requirements, the sufficiency of our cash resources and the need for additional financing; |
• | Our ability to continue as a going concern absent access to sources of liquidity; |
• | Our ability to raise additional funds or consummate strategic partnerships to offset additional required capital to pursue our business objectives, which may not be available on acceptable terms or at all. A failure to obtain this additional capital when needed, or failure to consummate strategic partnerships, could delay, limit or reduce our product development, and other operations; |
• | Even if a current or future product candidate receives marketing approval, it may fail to achieve the degree of market acceptance by physicians, patients, third-party payors and others in the medical community necessary for commercial success; |
• | The successful commercialization of our product candidates, if approved, will depend in part on the extent to which governmental authorities and third-party payors establish adequate coverage and reimbursement levels and pricing policies; |
• | Failure to obtain or maintain coverage and adequate reimbursement for our product candidates, if approved, could limit our ability to market those products and decrease our ability to generate revenue; |
• | If we are unable to obtain and maintain patent protection for our product candidates, or if the scope of the patent protection obtained is not sufficiently broad or robust, our competitors could develop and commercialize products similar or identical to ours, and our ability to successfully commercialize our product candidates may be adversely affected; |
• | Because we do not anticipate paying any cash dividends on our capital stock in the foreseeable future, capital appreciation, if any, will be your sole source of gain; |
• | Our reliance on third parties to conduct our clinical trials and on third-party suppliers to supply or produce our product candidates; |
• | Our interpretation of FDA feedback and guidance and how such guidance may impact our clinical development plan; |
• | Our ability to use and expand our drug delivery technology (“N-Tab™”) to additional product candidates; |
• | 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; |
• | Our competitive position with respect to other products on the market or in development for the treatment of osteoporosis, hypoparathyroidism, short bowel syndrome, obesity, metabolic conditions and other disease categories we pursue; |
• | Our ability to establish and maintain development and commercialization collaborations; |
• | Our ability to manufacture and supply enough material to support our clinical trials and any potential future commercial requirements; |
• | The size of any market we may target and the adoption of our product candidates, if approved, by physicians and patients; |
• | 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; |
• | Our ability to retain key personnel and recruit additional qualified personnel; |
• | Our ability to comply with laws and regulations that currently apply or become applicable to our business; |
• | Our ability to manage growth; and |
• | The duration and intensity of the ongoing Israel-Hamas War, and escalation of Hezbollah's conflict since October 2023 as well as the developing conflict with Iran and its proxies in the Middle East, such as the Houthis in Yemen and militias in Iraq and Syria, and their impact on our operations and workforce. |
Page | |
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS: | |
4 | |
5 | |
6 | |
7 | |
8 |
Assets
|
March 31,
|
December 31,
|
||||||
2025
|
2024
|
|||||||
CURRENT ASSETS:
|
||||||||
Cash and cash equivalents
|
|
|
||||||
Accounts receivable
|
|
|
||||||
Restricted cash
|
|
|
||||||
Other current assets
|
|
|
||||||
TOTAL CURRENT ASSETS
|
|
|
||||||
NON-CURRENT ASSETS:
|
||||||||
Property and equipment, net
|
|
|
||||||
Operating lease right-of-use assets
|
|
|
||||||
Restricted deposit
|
|
|
||||||
Funds in respect of employee rights upon retirement
|
|
|
||||||
TOTAL NON-CURRENT ASSETS
|
|
|
||||||
TOTAL ASSETS
|
|
|
||||||
Liabilities and shareholders' equity
|
||||||||
CURRENT LIABILITIES:
|
||||||||
Accounts payable
|
|
|
||||||
Accrued expenses and other payables
|
|
|
||||||
Current maturities of operating lease
|
|
|
||||||
TOTAL CURRENT LIABILITIES
|
|
|
||||||
NON-CURRENT LIABILITIES:
|
||||||||
Operating lease liabilities
|
|
|
||||||
Other long-term liabilities
|
|
|
||||||
Liability for employee rights upon retirement
|
|
|
||||||
TOTAL NON-CURRENT LIABILITIES
|
|
|
||||||
TOTAL LIABILITIES
|
|
|
||||||
COMMITMENTS AND CONTINGENCIES
|
||||||||
SHAREHOLDERS' EQUITY:
|
||||||||
Ordinary shares, NIS
|
|
|
||||||
Additional paid-in capital
|
|
|
||||||
Accumulated other comprehensive income
|
|
|
||||||
Accumulated deficit
|
(
|
)
|
(
|
)
|
||||
TOTAL SHAREHOLDERS' EQUITY
|
|
|
||||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
Three Months Ended
March 31,
|
||||||||
2025
|
2024
|
|||||||
REVENUES
|
|
|
||||||
COST OF REVENUES
|
|
|
||||||
GROSS PROFIT
|
|
|||||||
OPERATING EXPENSES:
|
||||||||
Research and development
|
|
|
||||||
General and administrative
|
|
|
||||||
TOTAL OPERATING EXPENSES
|
|
|
||||||
OPERATING LOSS
|
|
|
||||||
FINANCIAL EXPENSES (INCOME), NET
|
|
(
|
)
|
|||||
NET LOSS
|
|
|
||||||
LOSS PER SHARE BASIC AND DILUTED
|
|
|
||||||
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING USED IN COMPUTATION OF BASIC AND DILUTED LOSS PER SHARE
|
|
|
Ordinary shares
|
||||||||||||||||||||||||
Number of shares issued
|
Amounts
|
Additional paid-in capital
|
Accumulated other Comprehensive income
|
Accumulated deficit
|
Total
|
|||||||||||||||||||
BALANCE AT JANUARY 1, 2025
|
|
|
(
|
)
|
|
|||||||||||||||||||
Net loss
|
-
|
|
|
|
(
|
)
|
(
|
)
|
||||||||||||||||
Exercise of warrants to ordinary shares
|
|
|
|
|
|
|
||||||||||||||||||
Issuance of ordinary shares under collaboration agreement, net
|
|
|
|
|
|
|
||||||||||||||||||
Issuance of ordinary shares under the ATM program, net
|
|
|
|
|
|
|||||||||||||||||||
Vested restricted share units
|
|
|
|
|
||||||||||||||||||||
Share-based compensation
|
-
|
|
|
|
|
|
||||||||||||||||||
BALANCE AT MARCH 31, 2025
|
|
|
|
|
(
|
)
|
|
|||||||||||||||||
BALANCE AT JANUARY 1, 2024
|
|
|
|
|
(
|
)
|
|
|||||||||||||||||
Net loss
|
-
|
|
|
|
(
|
)
|
(
|
)
|
||||||||||||||||
Exercise of Warrants to ordinary shares
|
|
|
|
|
|
|
||||||||||||||||||
Vested restricted share units
|
|
|
|
|
|
|
||||||||||||||||||
Share-based compensation
|
-
|
|
|
|
|
|
||||||||||||||||||
BALANCE AT MARCH 31, 2024
|
|
|
|
|
(
|
)
|
|
Three months
ended March 31, |
||||||||
2025
|
2024
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net loss
|
(
|
)
|
(
|
)
|
||||
Adjustments required to reconcile net loss to net cash used in operating activities:
|
||||||||
Depreciation
|
|
|
||||||
Share-based compensation
|
|
|
||||||
Finance income, net
|
(
|
)
|
(
|
)
|
||||
Changes in operating asset and liabilities:
|
||||||||
Increase in other current assets
|
(
|
)
|
(
|
)
|
||||
Increase (decrease) in accounts payable
|
|
(
|
)
|
|||||
Increase in accrued expenses and other payables and other long-term liabilities
|
|
|
||||||
Net cash used in operating activities
|
(
|
)
|
(
|
)
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Purchase of property and equipment
|
(
|
)
|
|
|||||
Net cash used in investing activities
|
(
|
)
|
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Proceeds from issuance of shares under ATM program
|
|
|
||||||
Issuance cost
|
(
|
)
|
|
|||||
Issuance of ordinary shares, under collaboration agreement
|
|
|
||||||
Exercise of warrants to ordinary shares
|
|
|
||||||
Net cash provided by financing activities
|
|
|
||||||
INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED DEPOSITS
|
|
(
|
)
|
|||||
CASH, CASH EQUIVALENTS AND RESTRICTED DEPOSITS AT BEGINNING OF THE PERIOD
|
|
|
||||||
CASH, CASH EQUIVALENTS AND RESTRICTED DEPOSITS AT END OF THE PERIOD
|
|
|
||||||
Reconciliation in amounts on consolidated balance sheets:
|
||||||||
Cash and cash equivalents
|
|
|
||||||
Restricted cash and deposits
|
|
|
||||||
Total cash and cash equivalents and restricted cash and deposits
|
|
|
||||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW TRANSACTIONS:
|
||||||||
Interest received
|
|
|
||||||
SUPPLEMENTARY INFORMATION ON INVESTING AND FINANCING ACTIVITIES NOT INVOLVING CASH FLOWS:
|
||||||||
Issuance costs
|
|
|
||||||
Operating lease right of use assets obtained in exchange for new operating lease liabilities
|
|
|
a. |
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 its wholly owned subsidiary, Entera Bio Inc., in Delaware, United States.
|
b. |
The Company's ordinary shares, NIS
|
c. |
Because the Company is engaged in research and development activities, it has not derived significant income from its activities and, since its inception in 2009, has incurred an accumulated deficit in the amount of $
|
ENTERA BIO LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands, except share and per share data)
(Unaudited)
d. |
In October 2023, Israel was attacked by Hamas, a terrorist organization and entered a state of war. Since the commencement of these events, there have been additional active hostilities, including with Hezbollah in Lebanon, the Houthi movement which controls parts of Yemen, and with Iran. In January 2025, a ceasefire with Hamas was declared. As of the date of these condensed consolidated financial statements, the war is ongoing and continues to evolve. The Company's research personnel and some management personnel are located in Israel, however other core activities including clinical, regulatory and supply chain are located outside of Israel.
|
a. |
Basis of presentation of the financial statements
|
ENTERA BIO LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands, except share and per share data)
(Unaudited)
b. |
Loss per share
|
c. |
Segment information
|
d. |
Newly issued and recently adopted accounting pronouncements:
|
ENTERA BIO LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands, except share and per share data)
(Unaudited)
a. |
On September 2, 2022, the Company entered into a sales agreement with Leerink Partners LLC (formerly known as SVB Securities LLC), as sales agent, to implement an ATM program under which the Company had originally been able from time to time offer and sell up to
|
b. |
In January 2025,
|
c. |
On January 15, 2025, the Company issued
|
d. |
In March 2025, in connection with the execution of a collaboration and license agreement (the “2025 Collaboration Agreement”) with OPKO, the Company issued and sold to OPKO an aggregate of
|
|
ENTERA BIO LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands, except share and per share data)
(Unaudited)
a. |
On January 15, 2025, an aggregate of
|
Three months
ended March 31,
2025
|
||||
Exercise price
|
$
|
|
||
Dividend yield
|
|
|||
Expected volatility
|
|
%
|
||
Risk-free interest rate
|
|
%
|
||
Expected life - in years
|
|
March 31,
|
December 31,
|
|||||||
Other current assets:
|
2025
|
2024
|
||||||
Prepaid expenses
|
|
|
||||||
Other
|
|
|
||||||
|
|
March 31,
|
December 31,
|
|||||||
Accrued expenses and other payables:
|
2025
|
2024
|
||||||
Employees and employees related
|
|
|
||||||
Provision for vacation
|
|
|
||||||
Accrued expenses
|
|
|
||||||
Other payables
|
|
|
||||||
|
|
ENTERA BIO LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands, except share and per share data)
(Unaudited)
a. |
In April 2024, the Company entered into a material transfer and research project agreement (the “research services agreement”) with a third party. According to the agreement, the third party will pay the Company a monthly payment for the research services, as well as reimbursement for external expenses based on an agreed budget.
|
The Company recognizes revenues according to ASC 606, "Revenues from Contracts with Customers”.
b. |
On March 16, 2025, the Company entered into the 2025 Collaboration Agreement with OPKO and its wholly owned subsidiary, OPKO Biologics Ltd., to collaborate with respect to the preclinical and clinical development and decision making related to the oral delivery of a dual agonist GLP-1/glucagon peptide in an oral dosage form using Entera’s N-Tab™ technology platform for the treatment of obesity, metabolic and fibrotic disorders in humans (the “Program”). The Program combines OPKO’s proprietary long-acting oxyntomodulin (OXM, dual targeted GLP-1/Glucagon agonist, OPK-88006) analog and Entera’s proprietary N-Tab™ technology.
|
ENTERA BIO LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands, except share and per share data)
(Unaudited)
a. |
In April 2025, the Chairman of the board of directors exercised warrants for an aggregate of
|
b. |
On April 28, 2025, the board of directors approved the following options grants: |
|
i. |
options to purchase an aggregate of |
ii. |
options to purchase an aggregate of
|
iii. |
In addition, the board of directors approved the grant of
|
Additionally, in March 2025, we and OPKO entered into the 2025 Collaboration Agreement (as defined and further described below under “Recent Developments Potentially Affecting Our Business—Collaboration and License Agreement with OPKO”) with respect to the preclinical and clinical development and decision making related to the oral OXM program for the treatment of obesity, metabolic and fibrotic disorders in humans.
Recent Developments Potentially Affecting Our Business
Collaboration and License Agreement with OPKO
• |
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 contract research organizations 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.
|
|
Three Months Ended
March 31, |
Increase (Decrease)
|
||||||||||||||
|
2025
|
2024
|
$ |
%
|
||||||||||||
|
(In thousands, except for percentage information)
|
|||||||||||||||
Revenues
|
$
|
42
|
$
|
-
|
$
|
42
|
100
|
%
|
||||||||
Cost of Revenues
|
$
|
42
|
$
|
-
|
$
|
42
|
100
|
%
|
||||||||
Gross Profit
|
$
|
-
|
$
|
-
|
$
|
-
|
-
|
%
|
||||||||
Operating expenses:
|
||||||||||||||||
Research and development expenses
|
$
|
1,123
|
$
|
735
|
$
|
388
|
53
|
%
|
||||||||
General and administrative expenses
|
$
|
1,440
|
$
|
1,327
|
$
|
113
|
9
|
%
|
||||||||
Operating loss
|
$
|
2,563
|
$
|
2,062
|
$
|
501
|
24
|
%
|
||||||||
Financial expenses (income), net
|
$
|
4
|
$
|
(45
|
)
|
$
|
49
|
(109
|
)%
|
|||||||
Net loss
|
$
|
2,567
|
$
|
2,017
|
$
|
550
|
27
|
%
|
• |
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; and
|
• |
our ability to establish collaborations on favorable terms, if at all.
|
|
Three Months Ended March 31,
(unaudited) |
|||||||
|
2025
|
2024
|
||||||
|
(In thousands)
|
|||||||
Net Cash used in operating activities
|
$
|
(1,404
|
)
|
$
|
(1,862
|
)
|
||
Net Cash used in investing activities
|
$
|
(8
|
)
|
$
|
-
|
|||
Net Cash provided by financing activities
|
$
|
13,337
|
$
|
30
|
||||
Net increase (decrease) in cash and cash equivalents
|
$
|
11,925
|
$
|
(1,832
|
)
|
Exhibit No.
|
Description of Exhibits
|
|
101.INS
|
XBRL Instance Document.
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document.
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL document)
|
|
ENTERA BIO LTD.
|
|
|
Date: May 9, 2025
|
/s/ Miranda Toledano
|
|
Miranda Toledano
Chief Executive Officer |
|
(Principal Executive Officer)
|
|
|
Date: May 9, 2025
|
/s/ Dana Yaacov-Garbeli
|
|
Dana Yaacov-Garbeli
Chief Financial Officer |
|
(Principal Financial and Accounting Officer)
|