Article 5.02 Departure of directors or certain officers; Election of directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
On May 11, 2022the Board of Directors (the “Board”) of Entera Bio Ltd.a company organized according to the laws of the state of israel (the “Company”), appointed Ms. Miranda J. Toledanoone of the current directors of the Company, to serve as chief commercial officer, chief financial officer and director of corporate strategy of the Company, effective from May 16, 2022 (the “Effective Date”). In connection with by Mrs. Toledano appointment, the board determined that Ms Toledano will act as the Company’s Chief Financial Officer from the Effective Date. Dana Yaacov-Garbeli, the company Israel-based Chief Financial Officer, will remain in his current role, including as the Company’s principal accountant; however, from the Effective Date, Ms. Yaacov-Garbeli will no longer be the chief financial officer of the Company given
by Mrs. Toledano appointment.
In connection with by Mrs. Toledano appointment as an officer of the Company, the Board has determined that Ms Toledano no longer meets the independence standards set out in the listing rules of the Nasdaq Stock Exchange. Accordingly, from the date of entry into force, Ms Toledano is no longer a member of the remuneration committee or the audit committee of the Company. The Board intends to fill the resulting vacancies on both committees with one or more current independent Board members.
Ms Toledano45 years old, has been a member of our Board for
September 2018. Ms Toledano has over 20 years of C-level strategic leadership, senior investment and Wall Street and capital market experience in the biotechnology sector. Since its inception in 2018, she has served as COO, CFO and Director of TRIGR Therapeutics, an oncology-focused clinical-stage bispecific antibody company acquired by Compass Therapeutics (Nasdaq: CMPX) in June 2021. Previously, Ms Toledano served for a short time on the leadership team of Sorrento Therapeutics (Nasdaq: SRNE) as Executive Vice President of Strategy/Corporate Development, where she helped lead the hematology business /oncology (IO mAbs, ADC), cell therapy (CD-38 CAR-T, oncolytic virus) and pain franchises. From 2012 to 2016, Ms Toledano served as Head of Healthcare Investment Banking at MLV & Co. (acquired by B. Riley FBR & Co.), where she has completed biotechnology equity financings (IPO, ATM, follow-up) totaling more than $4 billion in aggregate value. From 2004 to 2010, Ms Toledano was vice president of the investment group at Royalty Pharma (Nasdaq: RPRX), where she focused on investments in oncology/hematology and autoimmune monoclonal antibodies. Ms Toledano is currently a member of our board of directors as well as a member of the board of directors of Compass Therapeutics (Nasdaq: CMPX), Journey Medical (Nasdaq: DERM) and NEXGEL (Nasdaq: NXGL). From 1998 to 2003, Ms Toledano led the Life Sciences Corporate Finance group at Ernst & Young (Israel). Ms Toledano holds a BA in Economics Tufts University and an MBA in finance and entrepreneurship from the NYU Stern School of Business.
In connection with by Mrs. Toledano appointment, Ms Toledano has entered into an employment contract (the “Employment Contract”) with the Company, providing for an annual cost to the employer of $350,000 including base salary, pension payments, severance pay and disability benefits, as required by Israeli law. Besides, Ms Toledano is entitled to an option grant under the Company’s 2018 stock incentive plan to purchase 500,000 common shares of the Company, par value 0.0000769 NIS per share, at an exercise price of $2.02 per share, the closing price of the ordinary shares on the date of approval of the option by the Board. The options will vest over four years, with 25% of the options vesting on May 16, 2023 and the remaining 75% will vest in quarterly installments over the remaining three-year period, subject to by Mrs. Toledano continuous employment. Besides, Ms Toledano will be eligible to receive an annual bonus equal to 50% of his annual base salary. As part of the employment contract, Ms Toledano has also agreed to customary non-disclosure and non-competition clauses, and either party may terminate the employment contract upon at least one month’s written notice. In the event by Mrs. Toledano employment is terminated by the Company for any reason other than cause (as defined in the employment contract), Ms Toledano would be entitled to receive a one-time severance package in the aggregate amount of 3 months’ salary, subject to execution of a customary separation agreement.
by Mrs. Toledano the compensation terms, as described above, are subject to the approval of the shareholders of the Company under applicable Israeli law, which the Company expects to seek at its next annual meeting of shareholders.
The foregoing description of the employment contract is a summary only and is qualified in its entirety by reference to the full text of the employment contract, a copy of which is filed as Exhibit 10.1 to this Report on Form 8-K and incorporated by reference. in this article 5.02.
Other than as described in this current report on Form 8-K, there is no understanding or agreement between Ms Toledano and any other person under whom Ms Toledano was chosen as an officer of the Company. Since the beginning of the Company’s last financial year, the Company has not entered into any transaction, or any currently proposed transaction, in which Ms Toledano
had or will have a direct or indirect material interest in which the amount at stake exceeded or would exceed $120,000.
Mr. Ramesh Ratanthe anterior of the Company WE-based to the Chief Financial Officer, no longer holds a position within the Company. The Board thanks him for his contribution to the Company.
Item 9.01 Financial statements and supporting documents.
Employment Agreement, effective as of May 16, 2022 by and between
10.1* Entera Bio Ltd. and Miranda J. Toledano
Cover Page Interactive Data File (embedded within the Inline XBRL
* Management contract or compensation plan or arrangement.
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