Form SCHEDULE 13G Entera Bio Ltd. Filed by: Seven Fleet Capital Management LP
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Entera Bio, Ltd. (the "Issuer") (Name of Issuer) |
Ordinary Shares, par value NIS 0.0000769 per share (Title of Class of Securities) |
(CUSIP Number) |
07/28/2026 (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) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Seven Fleet Horizon Master Fund LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,960,784.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
1.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Note to Rows 6, 8 and 9: All such shares are held of record by Seven Fleet Horizon Master Fund (as defined in Item 2(a) below). Seven Fleet Management, as the investment manager of Seven Fleet Horizon Master Fund, may be deemed to beneficially own the Ordinary Shares held directly by Seven Fleet Horizon Master Fund. Seven Fleet Management GP, as the general partner of Seven Fleet Management, may be deemed to beneficially own the Ordinary Shares beneficially owned by Seven Fleet Management. The Reporting Individual, as the managing member of Seven Fleet Management GP, may be deemed to beneficially own the Ordinary Shares beneficially owned by Seven Fleet Management GP.
Note to Row 11: Based on 172,251,411 Ordinary Shares (as defined in Item 2(d) below) outstanding as of July 28, 2026, as provided by the Issuer to the Reporting Persons.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Seven Fleet Master Fund LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,093,114.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
3.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Note to Rows 6, 8 and 9: All such shares are held of record by Seven Fleet Master Fund (as defined in Item 2(a) below). Seven Fleet Management, as the investment manager of Seven Fleet Master Fund, may be deemed to beneficially own the Ordinary Shares held directly by Seven Fleet Master Fund. Seven Fleet Management GP, as the general partner of Seven Fleet Management, may be deemed to beneficially own the Ordinary Shares beneficially owned by Seven Fleet Management. The Reporting Individual, as the managing member of Seven Fleet Management GP, may be deemed to beneficially own the Ordinary Shares beneficially owned by Seven Fleet Management GP.
Note to Row 11: Based on 172,251,411 Ordinary Shares (as defined in Item 2(d) below) outstanding as of July 28, 2026, as provided by the Issuer to the Reporting Persons.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Seven Fleet Capital Management LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,053,898.00 | ||||||||
| 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)
4.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Note to Rows 6, 8 and 9: All such shares are held of record by Seven Fleet Horizon Master Fund and Seven Fleet Master Fund. Seven Fleet Management, as the investment manager of Seven Fleet Horizon Master Fund and Seven Fleet Master Fund, may be deemed to beneficially own the Ordinary Shares held directly by Seven Fleet Horizon Master Fund and Seven Fleet Master Fund. Seven Fleet Management GP, as the general partner of Seven Fleet Management, may be deemed to beneficially own the Ordinary Shares beneficially owned by Seven Fleet Management. The Reporting Individual, as the managing member of Seven Fleet Management GP, may be deemed to beneficially own the Ordinary Shares beneficially owned by Seven Fleet Management GP.
Note to Row 11: Based on 172,251,411 Ordinary Shares (as defined in Item 2(d) below) outstanding as of July 28, 2026, as provided by the Issuer to the Reporting Persons.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Seven Fleet Capital Management GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,053,898.00 | ||||||||
| 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)
4.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Note to Rows 6, 8 and 9: All such shares are held of record by Seven Fleet Horizon Master Fund and Seven Fleet Master Fund. Seven Fleet Management, as the investment manager of Seven Fleet Horizon Master Fund and Seven Fleet Master Fund, may be deemed to beneficially own the Ordinary Shares held directly by Seven Fleet Horizon Master Fund and Seven Fleet Master Fund. Seven Fleet Management GP, as the general partner of Seven Fleet Management, may be deemed to beneficially own the Ordinary Shares beneficially owned by Seven Fleet Management. The Reporting Individual, as the managing member of Seven Fleet Management GP, may be deemed to beneficially own the Ordinary Shares beneficially owned by Seven Fleet Management GP.
Note to Row 11: Based on 172,251,411 Ordinary Shares (as defined in Item 2(d) below) outstanding as of July 28, 2026, as provided by the Issuer to the Reporting Persons.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Brian Liu | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,053,898.00 | ||||||||
| 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)
4.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Note to Rows 6, 8 and 9: All such shares are held of record by Seven Fleet Horizon Master Fund and Seven Fleet Master Fund. Seven Fleet Management, as the investment manager of Seven Fleet Horizon Master Fund and Seven Fleet Master Fund, may be deemed to beneficially own the Ordinary Shares held directly by Seven Fleet Horizon Master Fund and Seven Fleet Master Fund. Seven Fleet Management GP, as the general partner of Seven Fleet Management, may be deemed to beneficially own the Ordinary Shares beneficially owned by Seven Fleet Management. The Reporting Individual, as the managing member of Seven Fleet Management GP, may be deemed to beneficially own the Ordinary Shares beneficially owned by Seven Fleet Management GP.
Note to Row 11: Based on 172,251,411 Ordinary Shares (as defined in Item 2(d) below) outstanding as of July 28, 2026, as provided by the Issuer to the Reporting Persons.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Entera Bio, Ltd. (the "Issuer") | |
| (b) | Address of issuer's principal executive offices:
Kiryat Hadassah, Minrav Building - Fifth Floor, Jerusalem, Israel 9112002 | |
| Item 2. | ||
| (a) | Name of person filing:
This joint statement on Schedule 13G is being filed by Seven Fleet Horizon Master Fund LP ("Seven Fleet Horizon Master Fund"), Seven Fleet Master Fund LP ("Seven Fleet Master Fund"), Seven Fleet Capital Management LP ("Seven Fleet Management"), Seven Fleet Capital Management GP LLC ("Seven Fleet Management GP" and collectively, the "Reporting Entities") and Brian Liu (the "Reporting Individual"). The Reporting Entities and the Reporting Individual are collectively referred to as the "Reporting Persons." | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of each Reporting Person is 960 San Clemente Way, Mountain View CA 94043. | |
| (c) | Citizenship:
Seven Fleet Horizon Master Fund and Seven Fleet Master Fund are limited partnerships organized under the laws of the Cayman Islands. Seven Fleet Management is a limited partnership organized under the laws of the State of Delaware. Seven Fleet Management GP is a limited liability company organized under the laws of the State of Delaware. The Reporting Individual is a citizen of the United States of America. | |
| (d) | Title of class of securities:
Ordinary Shares, par value NIS 0.0000769 per share | |
| (e) | CUSIP No.:
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| 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: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See Row 9 of the cover page for each Reporting Person.
Seven Fleet Horizon Master Fund is the record owner of 1,960,784 Ordinary Shares. Seven Fleet Master Fund is the record owner of 5,093,114 Ordinary Shares. Seven Fleet Management, as the investment manager of Seven Fleet Horizon Master Fund and Seven Fleet Master Fund, may be deemed to beneficially own the Ordinary Shares held directly by Seven Fleet Horizon Master Fund and Seven Fleet Master Fund. Seven Fleet Management GP, as the general partner of Seven Fleet Management, may be deemed to beneficially own the Ordinary Shares beneficially owned by Seven Fleet Management. The Reporting Individual, as the managing member of Seven Fleet Management GP, may be deemed to beneficially own the Ordinary Shares beneficially owned by Seven Fleet Management GP.
Seven Fleet Management and Longitude Capital Management Co. LLC (together with its affiliates, Longitude) have instituted policies and procedures that may affect the acquisition, holding and disposition of securities held by Seven Fleet Management and its affiliates. As a result of such policies and procedures, the Reporting Persons and Longitude may be deemed to be members of a group within the meaning of within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 (the Exchange Act). As of the date hereof, based on information provided by or behalf of Longitude, Longitude may be deemed to be the beneficial owner of 7,843,138 Ordinary Shares, constituting 4.6% of the number of Ordinary Shares outstanding (based on 172,251,411 Ordinary Shares outstanding as of July 28, 2026, as provided by the Issuer to the Reporting Persons. Notwithstanding such policies and procedures, the Reporting Persons expressly disclaim such group membership and beneficial ownership over any Ordinary Shares that they may be deemed to beneficially own by reason of such policies and procedures. This Schedule 13G shall not be deemed an admission that the Reporting Persons are members of a group for purposes of Section 13 of the Exchange Act or for any other purpose. | |
| (b) | Percent of class:
See Row 11 of the cover page for each Reporting Person and the corresponding footnotes.* %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Sole power to vote or to direct the vote
See Row 5 of the cover page for each Reporting Person and the corresponding footnotes.* | ||
| (ii) Shared power to vote or to direct the vote:
Shared power to vote or to direct the vote
See Row 6 of the cover page for each Reporting Person and the corresponding footnotes.* | ||
| (iii) Sole power to dispose or to direct the disposition of:
Sole power to dispose or to direct the disposition of
See Row 7 of the cover page for each Reporting Person and the corresponding footnotes.* | ||
| (iv) Shared power to dispose or to direct the disposition of:
Shared power to dispose or to direct the disposition of
See Row 8 of the cover page for each Reporting Person and the corresponding footnotes.*
*Except to the extent of his, hers, or its pecuniary interest therein, each Reporting Person disclaims beneficial ownership of such Ordinary Shares, except for the shares, if any, such Reporting Person holds of record. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 1. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| 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.
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ATTACHMENTS / EXHIBITS