Entera Bio Ltd. 8-K

What Happened

• Entera Bio Ltd. announced that the Board appointed Geno J. Germano as a Class III director and Chairman of the Board, effective February 4, 2026. Mr. Germano (age 65) will serve until the company’s 2026 Annual Meeting of Shareholders or until his successor is elected. On the same date, Gerald Lieberman resigned as Chairman and director, effective immediately; his resignation was not due to any disagreement with the company.
• The company filed a press release on February 9, 2026 (furnished as Exhibit 99.1) announcing the change. The Board has determined Mr. Germano is independent under SEC and Nasdaq rules.

Key Details

• Appointment effective date: February 4, 2026.
• Mr. Germano’s background: ~35 years in pharma/life sciences; recent roles include CEO of Elucida Oncology (Aug 2018–Jun 2024), President of Intrexon (Jun 2016–Mar 2017), and senior leadership at Pfizer (Group President, Global Innovative Pharma Business, 2014–Feb 2016; other roles 2009–2013).
• Director compensation: Mr. Germano will receive the company’s standard non-employee director pay approved by shareholders in July 2025 (annual cash payments and annual equity grants under the 2018 Equity Incentive Plan).
• Related-party note: The Board reported no transactions since the company’s last fiscal year that would require Item 404 disclosure involving Mr. Germano.

Why It Matters

• Leadership change: A new chairman with extensive commercialization and pharma leadership experience could affect Entera Bio’s board oversight and strategic direction; investors often view chair appointments as an indicator of board priorities.
• Governance and conflicts: The Board’s independence determination and the absence of reportable related-party transactions reduce immediate governance concerns tied to the appointment.
• Disclosure: The change was promptly disclosed in an 8-K and press release, which shareholders can review for additional context and any follow-up governance updates.