SEC Comment Letter for Entera Bio Ltd. (ENTX, ENTXW) (CIK 0001638097) (ENTX) — Jun 22, 2018
Entera Bio Ltd. (ENTX, ENTXW) (CIK 0001638097)
Date: June 22, 2018 · CIK: 0001638097 · Accession: 0000000000-18-019310
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File numbers found in text: 333-221472
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June 22, 2018
Phillip Schwartz
Chief Executive Officer
Entera Bio Ltd.
Kiryat Hadassah
Minrav Building - Fifth Floor
Jerusalem 9112002
Israel
Re:Entera Bio Ltd.
Amendment No. 5 to Registration Statement on Form F-1
Filed June 15, 2018
File No. 333-221472
Dear Dr. Schwartz:
We have reviewed your amended registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 5 to Registration Statement on Form F-1
Dilution, page 60
1.Your tabular disclosure illustrating the per share dilution from the transactions includes a
caption titled "Pro forma as adjusted net tangible book value per ordinary share." Please
remove the term, "as adjusted," from this caption in order to conform with the description
in the preceding narrative.
FirstName LastNamePhillip Schwartz
Comapany NameEntera Bio Ltd.
June 22, 2018 Page 2
FirstName LastName
Phillip Schwartz
Entera Bio Ltd.
June 22, 2018
Page 2
Exhibit 5.1, page II-8
2.Please have counsel revise the opinion to opine that the warrants are a binding obligation
of the company in accordance with Section II.B.1.f of Staff Legal Bulletin No. 19.
You may contact Franklin Wyman at 202-551-3660 or Mark Brunhofer at 202-551-3638
if you have questions regarding comments on the financial statements and related matters. Please
contact Ada D. Sarmento at 202-551-3798 or Mary Beth Breslin at 202-551- 3625 with any other
questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Sophia Hudson, Esq.