ETTX Pengajuan SEC - Entasis Therapeutics Holdings Inc- Laporan Tahunan, Pernyataan Kuasa, Prospektus

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SEC Filings

All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Entasis Therapeutics Holdings Inc

SEC Filings (Chronological Order)

Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.

July 21, 2022	15-12G	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-38670 ENTASIS THERAPEUTICS HOLDINGS INC. (Exact name of registrant as sp
July 11, 2022	POS AM	As filed with the Securities and Exchange Commission on July 11, 2022 As filed with the Securities and Exchange Commission on July 11, 2022 Registration No.
July 11, 2022	S-8 POS	As filed with the Securities and Exchange Commission on July 11, 2022 As filed with the Securities and Exchange Commission on July 11, 2022 Registration Nos.
July 11, 2022	S-8 POS	As filed with the Securities and Exchange Commission on July 11, 2022 As filed with the Securities and Exchange Commission on July 11, 2022 Registration Nos.
July 11, 2022	POS AM	As filed with the Securities and Exchange Commission on July 11, 2022 As filed with the Securities and Exchange Commission on July 11, 2022 Registration No.
July 11, 2022	EX-3.2	ENTASIS THERAPEUTICS HOLDINGS INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE ARTICLE I. OFFICES. Exhibit 3.2 ENTASIS THERAPEUTICS HOLDINGS INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE BY-LAWS ARTICLE I. OFFICES. The registered office of Entasis Therapeutics Holdings Inc. (the ?Corporation?) shall be located in the state of Delaware and shall be at such address as shall be set forth in the Certificate of Incorporation. The registered agent of the Corporation at such address shall
July 11, 2022	SC 13D/A	ETTX / Entasis Therapeutics Holdings Inc / Innoviva, Inc. - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 10)* Under the Securities Exchange Act of 1934 ENTASIS THERAPEUTICS HOLDINGS INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 293614 103 (CUSIP Number) Pavel Raifeld Chief Executive Officer Innoviva, Inc. 1350 Old Bayshore Highway Suite 400 Burlingame,
July 11, 2022	S-8 POS	As filed with the Securities and Exchange Commission on July 11, 2022 S-8 POS 1 ny20004305x14s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on July 11, 2022 Registration Nos. 333-228384 333-230593 333-238076 333-241672 333-254607 333-263266 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST EFFECTIVE AMENDMENT NO. 1 TO: Form S-8 Registration Statement No. 333-228384 Form S-8 Registration Statement No. 333-230593 Form
July 11, 2022	S-8 POS	As filed with the Securities and Exchange Commission on July 11, 2022 As filed with the Securities and Exchange Commission on July 11, 2022 Registration Nos.
July 11, 2022	S-8 POS	As filed with the Securities and Exchange Commission on July 11, 2022 As filed with the Securities and Exchange Commission on July 11, 2022 Registration Nos.
July 11, 2022	POS AM	As filed with the Securities and Exchange Commission on July 11, 2022 As filed with the Securities and Exchange Commission on July 11, 2022 Registration No.
July 11, 2022	POS AM	As filed with the Securities and Exchange Commission on July 11, 2022 As filed with the Securities and Exchange Commission on July 11, 2022 Registration No.
July 11, 2022	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 7, 2022 ENTASIS THERAPEUTICS HOLDINGS INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-38670 82-4592913 (State or Other Jurisdiction of Incorporation) (Commis
July 11, 2022	EX-3.1	AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ENTASIS THERAPEUTICS HOLDINGS INC. * * * * * * * * ARTICLE I. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ENTASIS THERAPEUTICS HOLDINGS INC. * * * * * * * * ARTICLE I. The name of the corporation is: Entasis Therapeutics Holdings Inc. (the ?Corporation?). ARTICLE II. The address of the registered office of the Corporation in the State of Delaware is: Corporation Trust Center, 1209 Orange St., Wilmington, County of New Castle, Delaware, 1
July 11, 2022	S-8 POS	As filed with the Securities and Exchange Commission on July 11, 2022 As filed with the Securities and Exchange Commission on July 11, 2022 Registration Nos.
July 8, 2022	SC TO-T/A	SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) ENTASIS THERAPEUTICS HOLDINGS INC. (Name of Subj SC TO-T/A 1 ny20004305x10sctota.htm SC TO-T/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) ENTASIS THERAPEUTICS HOLDINGS INC. (Name of Subject Company (Issuer)) INNOVIVA MERGER SUB, INC. (Name of Filing Persons (Offeror)) a wholly-owned subs
July 8, 2022	SC 14D9/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 3) SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Entasis Therapeutics Holdings Inc. (Nam UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 3) SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Entasis Therapeutics Holdings Inc. (Name of Subject Company) Entasis Therapeutics Holdings Inc. (Name of Person(s) Filing Statement) Common Stock, par value $0.001 per share (Title of Class
July 8, 2022	EX-99.(A)(5)(B)	Innoviva Announces Expiration of Cash Tender Offer for Shares of Entasis Therapeutics Holdings Inc. Exhibit (a)(5)(B) Innoviva Announces Expiration of Cash Tender Offer for Shares of Entasis Therapeutics Holdings Inc.
July 8, 2022	SC 13E3/A	SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Rule 13e-100) (Amendment No. 2) Rule 13e-3 Transaction Statement under Section 13(e) of the Securities Exchange Act of 1934 ENTASIS THERAPEUTICS HOLDINGS INC. (Name of the Issu SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Rule 13e-100) (Amendment No. 2) Rule 13e-3 Transaction Statement under Section 13(e) of the Securities Exchange Act of 1934 ENTASIS THERAPEUTICS HOLDINGS INC. (Name of the Issuer) Innoviva, Inc. Innoviva Merger Sub, Inc. (Name of Person(s) Filing Statement) Common Stock, par value $0.001 per share (Title of Classes of Securi
July 8, 2022	EX-99.(A)(5)(F)	Innoviva Announces Expiration of Cash Tender Offer for Shares of Entasis Therapeutics Holdings Inc. Exhibit (a)(5)(F) Innoviva Announces Expiration of Cash Tender Offer for Shares of Entasis Therapeutics Holdings Inc.
July 8, 2022	SC 13E3/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 2) RULE 13e-3 TRANSACTION STATEMENT PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 Entasis Therapeutics Holdings Inc. (Name of the UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 2) RULE 13e-3 TRANSACTION STATEMENT PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 Entasis Therapeutics Holdings Inc. (Name of the Issuer) Entasis Therapeutics Holdings Inc. Manoussos Perros David Meek Heather Berger, Ph. D. Howard Mayer, M.D. David C. Hastings Heather Preston, M
July 8, 2022	EX-99.(A)(5)(F)	Innoviva Announces Expiration of Cash Tender Offer for Shares of Entasis Therapeutics Holdings Inc. Exhibit (a)(5)(F) Innoviva Announces Expiration of Cash Tender Offer for Shares of Entasis Therapeutics Holdings Inc.
July 1, 2022	SC 14D9/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 2) SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Entasis Therapeutics Holdings Inc. (Nam UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 2) SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Entasis Therapeutics Holdings Inc. (Name of Subject Company) Entasis Therapeutics Holdings Inc. (Name of Person(s) Filing Statement) Common Stock, par value $0.001 per share (Title of Class
June 17, 2022	SC 13E3/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 1) RULE 13e-3 TRANSACTION STATEMENT PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 Entasis Therapeutics Holdings Inc. (Name of the UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 1) RULE 13e-3 TRANSACTION STATEMENT PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 Entasis Therapeutics Holdings Inc. (Name of the Issuer) Entasis Therapeutics Holdings Inc. Manoussos Perros David Meek Heather Berger, Ph. D. Howard Mayer, M.D. David C. Hastings Heather Preston, M
June 17, 2022	CORRESP	35 Gatehouse Drive Waltham, MA 02451 781-810-0120 entasistx.com June 17, 2022 35 Gatehouse Drive Waltham, MA 02451 781-810-0120 entasistx.com June 17, 2022 Via EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission Office of Mergers & Acquisitions 100 F Street, N.E. Washington, DC 20549 Attn: Perry Hindin Re: Entasis Therapeutics Holdings Inc. Schedule 13E-3 and Schedule 14D-9 filed June 7, 2022 File No. 005-90651 Dear Mr. Hindin: Entasis Therapeutics
June 17, 2022	SC 13E3/A	SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Rule 13e-100) (Amendment No. 1) Rule 13e-3 Transaction Statement under Section 13(e) of the Securities Exchange Act of 1934 ENTASIS THERAPEUTICS HOLDINGS INC. (Name of the Issu SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Rule 13e-100) (Amendment No. 1) Rule 13e-3 Transaction Statement under Section 13(e) of the Securities Exchange Act of 1934 ENTASIS THERAPEUTICS HOLDINGS INC. (Name of the Issuer) Innoviva, Inc. Innoviva Merger Sub, Inc. (Name of Person(s) Filing Statement) Common Stock, $0.001 par value per share (Title of Classes of Securi
June 17, 2022	SC 14D9/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 1) SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Entasis Therapeutics Holdings Inc. (Nam UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 1) SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Entasis Therapeutics Holdings Inc. (Name of Subject Company) Entasis Therapeutics Holdings Inc. (Name of Person(s) Filing Statement) Common Stock, par value $0.001 per share (Title of Class
June 17, 2022	SC TO-T/A	SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) ENTASIS THERAPEUTICS HOLDINGS INC. (Name of Subj SC TO-T/A 1 ny20004305x7sctota.htm SC TO-T/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) ENTASIS THERAPEUTICS HOLDINGS INC. (Name of Subject Company (Issuer)) INNOVIVA MERGER SUB, INC. (Name of Filing Persons (Offeror)) a wholly-owned subsidi
June 7, 2022	SC TO-T	SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 13e-4) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ENTASIS THERAPEUTICS HOLDINGS INC. (Name of Subject Company (Issuer)) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 13e-4) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ENTASIS THERAPEUTICS HOLDINGS INC. (Name of Subject Company (Issuer)) INNOVIVA MERGER SUB, INC. (Name of Filing Persons (Offeror)) a wholly-owned subsidiary of INNOVIVA, INC. (Name of Filing Persons (Parent of Offeror))
June 7, 2022	EX-99.(A)(1)(C)	Offer to Purchase for Cash All Outstanding Shares of Common Stock Entasis Therapeutics Holdings Inc. $2.20 Net Per Share Innoviva Merger Sub, Inc. a wholly-owned subsidiary of Innoviva, Inc. Exhibit (a)(1)(C) Offer to Purchase for Cash All Outstanding Shares of Common Stock of Entasis Therapeutics Holdings Inc.
June 7, 2022	EX-99.(C)(2)	EX-99.(C)(2) Exhibit 99(c)(2)
June 7, 2022	EX-99.(A)(1)(D)	Offer to Purchase for Cash All Outstanding Shares of Common Stock Entasis Therapeutics Holdings Inc. $2.20 Net Per Share Innoviva Merger Sub, Inc. a wholly-owned subsidiary of Innoviva, Inc. Exhibit (a)(1)(D) Offer to Purchase for Cash All Outstanding Shares of Common Stock of Entasis Therapeutics Holdings Inc.
June 7, 2022	SC 14D9	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Entasis Therapeutics Holdings Inc. (Name of Subject Compa SC 14D9 1 ny20004448x1sc14d9.htm SC 14D9 TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Entasis Therapeutics Holdings Inc. (Name of Subject Company) Entasis Therapeutics Holdings Inc. (Name of Person(s) Filing Statement) Common Stock, p
June 7, 2022	EX-99.(E)(43)	FIRST AMENDMENT TO EMPLOYMENT AGREEMENT Exhibit (e)(43) FIRST AMENDMENT TO EMPLOYMENT AGREEMENT WHEREAS, Manos Perros (?Employee?) and Entasis Therapeutics Holdings Inc.
June 7, 2022	EX-99.(A)(1)(E)	SUMMARY ADVERTISEMENT This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase, dated June 7, 2022 and the related Letter Exhibit (a)(1)(E) SUMMARY ADVERTISEMENT This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below).
June 7, 2022	EX-99.(E)(47)	35 Gatehouse Drive Exhibit (e)(47) 35 Gatehouse Drive Waltham, MA 02451 781-810-0120 entasistx.com May 22, 2022 Via Email Manos Perros Entasis Therapeutics 35 Gatehouse Drive Waltham, MA 02451 Re: Payment of Legal Fees Dear Manos: This letter will confirm that the Board of Directors (the ?Board?) has agreed to pay reasonable legal fees and associated costs incurred by you in connection with (1) the negotiation of a
June 7, 2022	EX-FILING FEES	Calculation of Filing Fee Table Table 1 - Transaction Valuation Exhibit 107 Calculation of Filing Fee Table Table 1 - Transaction Valuation Transaction valuation Fee Rate Amount of Filing Fee Fees to Be Paid $ 69,453,247.
June 7, 2022	EX-99.(A)(1)(A)	OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock ENTASIS THERAPEUTICS HOLDINGS INC. a Delaware Corporation $2.20 Net Per Share Innoviva Merger Sub, Inc. a wholly-owned subsidiary of Innoviva, Inc. TABLE OF CONTENTS Exhibit (a)(1)(A) OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock of ENTASIS THERAPEUTICS HOLDINGS INC.
June 7, 2022	EX-FILING FEES	Calculation of Filing Fee Table Table 1 - Transaction Valuation Exhibit 107 Calculation of Filing Fee Table Table 1 - Transaction Valuation Transaction valuation Fee Rate Amount of Filing Fee Fees to Be Paid $ 69,453,247.
June 7, 2022	EX-99.(A)(1)(B)	LETTER OF TRANSMITTAL To Tender Shares of Common Stock Entasis Therapeutics Holdings Inc. Pursuant to the Offer to Purchase dated June 7, 2022 Innoviva Merger Sub, Inc. A Wholly-Owned Subsidiary of Innoviva, Inc. Exhibit (a)(1)(B) LETTER OF TRANSMITTAL ? To Tender Shares of Common Stock of ? Entasis Therapeutics Holdings Inc.
June 7, 2022	EX-FILING FEES	Calculation of Filing Fee Table Table 1 - Transaction Valuation Exhibit 107 Calculation of Filing Fee Table Table 1 - Transaction Valuation Transaction valuation Fee Rate Amount of Filing Fee Fees to Be Paid $ 69,453,247.
June 7, 2022	SC 13E3	SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Rule 13e-100) Rule 13e-3 Transaction Statement under Section 13(e) of the Securities Exchange Act of 1934 ENTASIS THERAPEUTICS HOLDINGS INC. (Name of the Issuer) Innoviva, Inc. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Rule 13e-100) Rule 13e-3 Transaction Statement under Section 13(e) of the Securities Exchange Act of 1934 ENTASIS THERAPEUTICS HOLDINGS INC. (Name of the Issuer) Innoviva, Inc. Innoviva Merger Sub, Inc. (Name of Person(s) Filing Statement) Common Stock, $0.001 par value per share (Title of Classes of Securities) 293614103 (C
June 7, 2022	EX-99.(E)(44)	FIRST AMENDMENT TO EMPLOYMENT AGREEMENT Exhibit (e)(44) FIRST AMENDMENT TO EMPLOYMENT AGREEMENT WHEREAS, Ruben Tommasi (?Employee?) and Entasis Therapeutics Holdings Inc.
June 7, 2022	SC 13E3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13e-3 TRANSACTION STATEMENT PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 Entasis Therapeutics Holdings Inc. (Name of the Issuer) Entasis T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13e-3 TRANSACTION STATEMENT PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 Entasis Therapeutics Holdings Inc. (Name of the Issuer) Entasis Therapeutics Holdings Inc. (Name of Person(s) Filing Statement) Common Stock, par value $0.001 per share (Title of Class of Securities) 293614 103 (CUS
June 7, 2022	EX-99.(C)(2)	EX-99.(C)(2) Exhibit 99(c)(2)
May 24, 2022	EX-99.1	2 Exhibit 99.1 Innoviva acquisition and integration FAQs What was announced? Innoviva and Entasis have signed an agreement for Innoviva to acquire Entasis for $2.20 per share. Innoviva was already a large shareholder in Entasis, and we have now announced our agreement with Entasis to purchase the remaining outstanding shares and become the only owner. Who is Innoviva? Innoviva is a large, stable, we
May 24, 2022	EX-10.1	AMENDMENT NO. 1 TO THE INVESTOR RIGHTS AGREEMENT Exhibit 10.1 AMENDMENT NO. 1 TO THE INVESTOR RIGHTS AGREEMENT This AMENDMENT NO. 1 TO THE INVESTOR RIGHTS AGREEMENT (this ?Amendment?) is entered into as of May 23, 2022, by and between Entasis Therapeutics Holdings Inc., a Delaware corporation (the ?Company?) and Innoviva, Inc., a Delaware corporation (the ?Purchaser?). Capitalized terms used but not otherwise defined herein shall have the meanin
May 24, 2022	EX-99.1	JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing amendment to Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to the Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible f
May 24, 2022	EX-99.3	Key messages for Project Elephant Day 1 communications Exhibit 99.3 Key messages for Project Elephant Day 1 communications Who is Innoviva? Innoviva is a large, stable, well-capitalized company supported by long-term royalty cash flows ? We are a 20-year-old, $~1.5bn market value public company with a history of successful drug development and commercialization ? We have had revenues of $300-400m a year over the past 5 years, growing at a double-digit
May 24, 2022	EX-99.2	TENDER AND SUPPORT AGREEMENT Exhibit 99.2 TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT (this ?Agreement?), dated as of May 23, 2022, is entered into by and among Innoviva, Inc., a Delaware corporation (?Parent?), Innoviva Merger Sub, Inc., a Delaware corporation and wholly owned Subsidiary of Parent (?Merger Sub?), and the Person listed as ?Stockholder? on the signature page hereto (?Stockholder?). WITNESSET
May 24, 2022	EX-99.3	Exhibit 99.3 Innoviva to Acquire Entasis Therapeutics Exhibit 99.3 Innoviva to Acquire Entasis Therapeutics ? Innoviva to acquire all outstanding shares of Entasis it does not already own for $2.20 per share in cash ? Price per share in cash represents a 50% premium to Entasis? closing price of $1.47 per share on January 31, 2022, the last date before Innoviva?s original bid became public ? Transaction advances Innoviva?s strategy to acquire differen
May 24, 2022	SC TO-C	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2022 INNOVIVA, INC. (Exact UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2022 INNOVIVA, INC.
May 24, 2022	SC TO-C	SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ENTASIS THERAPEUTICS HOLDINGS INC. (Name of Subject Company (Issuer)) INNOVIVA MERG SC TO-C 1 ny20004305x3sctoc.htm SC TO-C SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ENTASIS THERAPEUTICS HOLDINGS INC. (Name of Subject Company (Issuer)) INNOVIVA MERGER SUB, INC. (Name of Filing Persons (Offeror)) A wholly-owned subsidiary of INNOVIVA, INC. (Name of Filing Pe
May 24, 2022	EX-99.4	Dear Entasis team, Exhibit 99.4 Dear Entasis team, I am excited to share that today we announced that Innoviva has agreed to acquire Entasis. [link to the press release] Since our original investment into Entasis over two years ago, we have been impressed and inspired by the talent at Entasis and your progress in developing innovative anti-infective treatments for patients with critical unmet medical needs. Bringing
May 24, 2022	EX-99.1	TENDER AND SUPPORT AGREEMENT Exhibit 99.1 Execution Version TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT (this ?Agreement?), dated as of May 23, 2022, is entered into by and among Innoviva, Inc., a Delaware corporation (?Parent?), Innoviva Merger Sub, Inc., a Delaware corporation and wholly owned Subsidiary of Parent (?Merger Sub?), and the Person listed as ?Stockholder? on the signature page hereto (?Stockh
May 24, 2022	EX-2.1	AGREEMENT AND PLAN OF MERGER by and among ENTASIS THERAPEUTICS HOLDINGS INC., INNOVIVA, INC., INNOVIVA MERGER SUB, INC. Dated as of May 23, 2022 TABLE OF CONTENTS Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among ENTASIS THERAPEUTICS HOLDINGS INC., INNOVIVA, INC., and INNOVIVA MERGER SUB, INC. Dated as of May 23, 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND TERMS Section 1.1. Definitions. 2 Section 1.2. Other Definitional Provisions; Interpretation. 13 ARTICLE II THE MERGER Section 2.1. The Offer. 14 Section 2.2. Company Action. 16 Section 2.3.
May 24, 2022	SC 13D/A	ETTX / Entasis Therapeutics Holdings Inc / Innoviva, Inc. - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 9)* Under the Securities Exchange Act of 1934 ENTASIS THERAPEUTICS HOLDINGS INC. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 293614 103 (CUSIP Number) Pavel Raifeld Chief Executive Officer Innoviva, Inc. 1350 Old Bayshore Highway Suite 400 Burlingame, CA 877-202-
May 24, 2022	EX-99.2	Transaction discussion materials May 23, 2022 Confidential 2 Today’s speakers Who we are Innoviva is a 25-year-old biopharma company with a history of successful drug development and commercializationWe receive substantial long-term royalty cash flow Exhibit 99.2 Transaction discussion materials May 23, 2022 Confidential 2 Today?s speakers Who we are Innoviva is a 25-year-old biopharma company with a history of successful drug development and commercializationWe receive substantial long-term royalty cash flows that we deploy to support companies with innovative healthcare assets in areas with significant unmet medical needOur team has deep ind
May 23, 2022	EX-99.3	Dear all, EX-99.3 4 ny20004306x1ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 Dear all, Please find attached materials that George and Pavel used at this morning’s all hands. They include the few slides that Pavel spoke to, as well as a more extensive FAQ document. Thank you all for making time in your busy schedules to participate at short notice, and thanks again Pavel and George for your engaging and thought-prov
May 23, 2022	8-K	Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2022 ENTASIS THERAPEUTICS HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-38670 82-4592913 (State or other jurisdiction of incorporation) (Co
May 23, 2022	EX-99.4	2 Today’s speakers Who we are Innoviva is a 25-year-old biopharma company with a history of successful drug development and commercializationWe receive substantial long-term royalty cash flows that we deploy to support companies with innovative healt Exhibit 99.4 Transaction discussion materials May 23, 2022 Confidential 2 Today?s speakers Who we are Innoviva is a 25-year-old biopharma company with a history of successful drug development and commercializationWe receive substantial long-term royalty cash flows that we deploy to support companies with innovative healthcare assets in areas with significant unmet medical needOur team has deep ind
May 23, 2022	EX-99.5	Innoviva acquisition and integration FAQs Exhibit 99.5 Innoviva acquisition and integration FAQs What was announced? Innoviva and Entasis have signed an agreement for Innoviva to acquire Entasis for $2.20 per share. Innoviva was already a large shareholder in Entasis, and we have now announced our agreement with Entasis to purchase the remaining outstanding shares and become the only owner. Who is Innoviva? Innoviva is a large, stable, we
May 23, 2022	SC14D9C	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Entasis Therapeutics Holdings Inc. (Name of Subject Compa UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Entasis Therapeutics Holdings Inc. (Name of Subject Company) Entasis Therapeutics Holdings Inc. (Name of Person(s) Filing Statement) Common Stock, par value $0.001 per share (Title of Class of Securities) 29
May 23, 2022	EX-99.2	Dear Entasis team, EX-99.2 3 ny20004306x1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Dear Entasis team, I am excited to share that today we announced that Innoviva has agreed to acquire Entasis. [link to the press release] Since our original investment into Entasis over two years ago, we have been impressed and inspired by the talent at Entasis and your progress in developing innovative anti-infective treatments for patien
May 23, 2022	EX-99.1	Dear all, EX-99.1 2 ny20004306x1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Dear all, I am pleased to share with you that a few moments ago, in a joint press release we announced that Innoviva has agreed to acquire Entasis in an all-cash transaction. The announcement marks a major milestone for Entasis and for our long-standing relationship with Innoviva. With this email I would like to introduce you to Pavel Raif
May 23, 2022	EX-2.1	AGREEMENT AND PLAN OF MERGER by and among ENTASIS THERAPEUTICS HOLDINGS INC., INNOVIVA, INC., INNOVIVA MERGER SUB, INC. Dated as of May 23, 2022 TABLE OF CONTENTS EX-2.1 2 ny20004306x2ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among ENTASIS THERAPEUTICS HOLDINGS INC., INNOVIVA, INC., and INNOVIVA MERGER SUB, INC. Dated as of May 23, 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND TERMS Section 1.1. Definitions. 2 Section 1.2. Other Definitional Provisions; Interpretation. 13 ARTICLE II THE MERGER Section 2.1. The Offer. 14 S
May 23, 2022	EX-10.1	AMENDMENT NO. 1 TO THE INVESTOR RIGHTS AGREEMENT EX-10.1 3 ny20004306x2ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 AMENDMENT NO. 1 TO THE INVESTOR RIGHTS AGREEMENT This AMENDMENT NO. 1 TO THE INVESTOR RIGHTS AGREEMENT (this “Amendment”) is entered into as of May 23, 2022, by and between Entasis Therapeutics Holdings Inc., a Delaware corporation (the “Company”) and Innoviva, Inc., a Delaware corporation (the “Purchaser”). Capitalized terms used but not
May 23, 2022	EX-99.1	Innoviva to Acquire Entasis Therapeutics Exhibit 99.1 Innoviva to Acquire Entasis Therapeutics ? Innoviva to acquire all outstanding shares of Entasis it does not already own for $2.20 per share in cash ? Price per share in cash represents a 50% premium to Entasis? closing price of $1.47 per share on January 31, 2022, the last date before Innoviva?s original bid became public ? Transaction advances Innoviva?s strategy to acquire differen
May 2, 2022	10-K/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number:
April 27, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38670 Entasis Therapeutics Holdings Inc.
April 27, 2022	EX-99.1	Entasis Therapeutics Announces First Quarter 2022 Financial Results and Provides Business Update Exhibit 99.1 ? Entasis Therapeutics Announces First Quarter 2022 Financial Results and Provides Business Update ? ? Highlights of landmark Phase 3 ATTACK trial for sulbactam-durlobactam (SUL-DUR) presented at ECCMID 2022 annual conference ? SUL-DUR NDA submission on track for mid-2022 ? Zoliflodacin Phase 3 trial progressing; enrollment completion now anticipated in 2023 ? WALTHAM, Mass. ? April 2
April 27, 2022	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2022 ENTASIS THERAPEUTICS HOLDINGS INC. (Exact name of registrant as specified in its charter) ? ? ? Delaware 001-38670 82-4592913 (state or other jurisdiction of incorp
March 15, 2022	EX-16	March 15, 2022 EX-16 2 tm229285d1ex99-1.htm EXHIBIT 16 Exhibit 16 March 15, 2022 Entasis Therapeutics Holdings Inc. 35 Gatehouse Drive Waltham, MA 02451 Attention: Board of Directors Ladies & Gentlemen: As you know, Innoviva, Inc. (“Innoviva”) previously submitted a preliminary non-binding proposal to Entasis Therapeutics Holdings Inc. (“Entasis” or the “Company”) on February 1, 2022 (the “Initial Proposal”). Fo
March 15, 2022	SC 13D/A	ETTX / Entasis Therapeutics Holdings Inc / Innoviva, Inc. - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 8)* Under the Securities Exchange Act of 1934 ENTASIS THERAPEUTICS HOLDINGS INC. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 293614 103 (CUSIP Number) Pavel Raifeld Chief Executive Officer Innoviva, Inc. 1350 Old Bayshore Highway Suite 400 Burlingame, CA 877-202-
March 3, 2022	EX-10.33	Form of Retention Bonus Award Memo Exhibit 10.33 EXHIBIT B TO UNANIMOUS WRITTEN CONSENT DATED NOVEMBER 10, 2021 MEMORANDUM To:[Recipient] (?Recipient?) From:[Manager] Date:[Date] Re:Retention Bonus Award This memorandum confirms the Retention Bonus Award approved by the Board of Directors of Entasis Therapeutics Holdings Inc. on November 10, 2021, as follows: ? ? ? Award Amount(1) Payment Date Conditions to Award $ XXXX 50% on six
March 3, 2022	EX-10.31	Amended Stock Option Agreement under the 2018 Equity Incentive Plan Exhibit 10.31 ? OPTION AGREEMENT (AMENDED) (EMPLOYEES/D & Os) (2018 EQUITY INCENTIVE PLAN) (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION) ? Pursuant to your Stock Option Grant Notice (?Grant Notice?) and this Option Agreement (Amended), Entasis Therapeutics Holdings Inc. (the ?Company?) has granted you an option under its 2018 Equity Incentive Plan (the ?Plan?) to purchase the number of sha
March 3, 2022	EX-10.28	Amendment to Nonqualified Stock Option Agreement for senior management under the 2015 Stock Incentive Plan Exhibit 10.28 Amendment to Nonqualified Stock Option Agreement (Senior Management) Issued under Amended and Restated Stock Incentive Plan This Amendment to Nonqualified Stock Option Agreement (Senior Management) (?Amendment?) issued under the Amended and Restated Stock Incentive Plan (the ?Plan?) of Entasis Therapeutics Holdings Inc. (the ?Company?) is made effective as of November 10, 2021 (?Effe
March 3, 2022	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2022 ENTASIS THERAPEUTICS HOLDINGS INC. (Exact name of registrant as specified in its charter) ? ? ? Delaware 001-38670 82-4592913 (state or other jurisdiction of incorpo
March 3, 2022	EX-10.30	Amendment to Restricted Stock Unit Agreements under the 2018 Equity Incentive Plan Exhibit 10.30 ? Amendment to Restricted Stock Unit Grant Agreement Issued under 2018 Equity Incentive Plan ? This Amendment to Restricted Stock Unit Grant Agreement (?Amendment?) issued under the 2018 Equity Incentive Plan (the ?Plan?) of Entasis Therapeutics Holdings Inc. (the ?Company?) is made effective as of November 10, 2021 (?Effective Date?) and modifies the outstanding Restricted Stock Uni
March 3, 2022	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
March 3, 2022	EX-10.24	Second Amended Non-Employee Director Compensation Policy, as amended January 1, 2022 Exhibit 10.24 ? ENTASIS THERAPEUTICS HOLDINGS INC. ? SECOND AMENDED NON-EMPLOYEE DIRECTOR COMPENSATION POLICY ? ? Each member of the Board of Directors (the ?Board?) of Entasis Therapeutics Holdings Inc. (the ?Company?) who is not also serving as an employee of the Company or any of its subsidiaries (each such member, an ?Eligible Director?) will receive the compensation described in this Non-Empl
March 3, 2022	EX-10.25	Amendment to Incentive Stock Option Agreement for employees under the 2015 Stock Incentive Plan EX-10.25 5 ettx-20211231xex10d25.htm EX-10.25 Exhibit 10.25 Amendment to Incentive Stock Option Agreement (Employees) Issued under Amended and Restated Stock Incentive Plan This Amendment to Nonqualified Stock Option Agreement (Employees) (“Amendment”) issued under the Amended and Restated Stock Incentive Plan (the “Plan”) of Entasis Therapeutics Holdings Inc. (the “Company”) is made effective as
March 3, 2022	EX-10.26	Amendment to Incentive Stock Option Agreement for senior management under the 2015 Stock Incentive Plan Exhibit 10.26 ? Amendment to Incentive Stock Option Agreement (Senior Management) Issued under Amended and Restated Stock Incentive Plan ? This Amendment to Nonqualified Stock Option Agreement (Senior Management) (?Amendment?) issued under the Amended and Restated Stock Incentive Plan (the ?Plan?) of Entasis Therapeutics Holdings Inc. (the ?Company?) is made effective as of November 10, 2021 (?Eff
March 3, 2022	EX-FILING FEES	Filing Fee Table. EXHIBIT 107 ? Calculation of Filing Fee Tables ? Form S-8 (Form Type) ? Entasis Therapeutics Holdings Inc.
March 3, 2022	EX-21.1	Subsidiaries of Entasis Therapeutics Holdings Inc. EX-21.1 2 ettx-20211231xex21d1.htm EX-21.1 Exhibit 21.1 SUBSIDIARIES OF ENTASIS THERAPEUTICS HOLDINGS INC. Name Jurisdiction of Incorporation Entasis Therapeutics Inc. Delaware Entasis Therapeutics Limited United Kingdom Entasis Therapeutics Security Corporation Massachusetts Entasis Therapeutics (Ireland) Limited Ireland
March 3, 2022	EX-99.1	Entasis Therapeutics Announces Year End 2021 Financial Results and Provides Business Update Exhibit 99.1 ? Entasis Therapeutics Announces Year End 2021 Financial Results and Provides Business Update ? ? Phase 3 ATTACK registrational trial for sulbactam-durlobactam (SUL-DUR) achieved all primary and secondary endpoints, NDA submission planned for mid-2022 ? Zoliflodacin Phase 3 trial progressing; enrollment completion now anticipated in 2023 ? Entasis? pathogen-directed platform and lates
March 3, 2022	S-8	As filed with the Securities and Exchange Commission on March 3, 2022 As filed with the Securities and Exchange Commission on March 3, 2022 Registration No.
March 3, 2022	EX-10.32	Amended Restricted Stock Unit Agreement under the 2018 Equity Incentive Plan Exhibit 10.32 ? ENTASIS THERAPEUTICS HOLDINGS INC. ? 2018 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT AGREEMENT (EMPLOYEE/D & O) ? Pursuant to the Restricted Stock Unit Grant notice (the ?Grant Notice?) and this Restricted Stock Unit Award Agreement (the ?Agreement?), Entasis Therapeutics Holdings Inc. (the ?Company?) has awarded you (?Participant?) a Restricted Stock Unit Award (the ?Award?
March 3, 2022	EX-10.27	Amendment to Nonqualified Stock Option Agreement for employees under the 2015 Stock Incentive Plan Exhibit 10.27 ? Amendment to Nonqualified Stock Option Agreement (Employees) Issued under Amended and Restated Stock Incentive Plan ? This Amendment to Nonqualified Stock Option Agreement (Employees) (?Amendment?) issued under the Amended and Restated Stock Incentive Plan (the ?Plan?) of Entasis Therapeutics Holdings Inc. (the ?Company?) is made effective as of November 10, 2021 (?Effective Date?)
March 3, 2022	EX-10.29	Amendment to Stock Option Agreements under the 2018 Equity Incentive Plan Exhibit 10.29 ? Amendment to Option Agreement Issued under 2018 Equity Incentive Plan ? This Amendment to Option Agreement (?Amendment?) issued under the 2018 Equity Incentive Plan (the ?Plan?) of Entasis Therapeutics Holdings Inc.?s (the ?Company?) is made effective as of November 10, 2021 (?Effective Date?) and modifies the Option Agreement(s) existing as of the Effective Date between the Compan
February 25, 2022	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: February 24, 2022 (Date of earliest event reported) ENTASIS THERAPEUTICS HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-38670 82-4592913 (State or other jurisdiction of incorporation
February 22, 2022	SC 13D/A	ETTX / Entasis Therapeutics Holdings Inc / Innoviva, Inc. - SCHEDULE 13D/A, AMENDMENT #7 Activist Investment SC 13D/A 1 i50764461.htm SCHEDULE 13D/A, AMENDMENT #7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 7)* Under the Securities Exchange Act of 1934 ENTASIS THERAPEUTICS HOLDINGS INC. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 293614 103 (CUSIP Number) Pavel Raifeld Chief Executive Officer Innoviva, Inc. 1350
February 18, 2022	EX-10.1	Securities Purchase Agreement, dated February 17, 2022, by and between the Company and Innoviva. Exhibit 10.1 SECURITIES PURCHASE AGREEMENT BY AND BETWEEN ENTASIS THERAPEUTICS HOLDINGS INC. AND Innoviva Strategic Opportunities LLC Dated as of February 17, 2022 TABLE OF CONTENTS Article I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Construction 8 Article II PURCHASE AND SALE 9 Section 2.1 The Purchase and Sale 9 Section 2.2 Closing 9 Article III REPRESENTATIONS AND WARRANTIES OF THE CO
February 18, 2022	EX-10.2	Registration Rights Agreement, dated February 18, 2022 by and between the Company and Innoviva. Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made and entered into as of February 18, 2022, by and between Entasis Therapeutics Holdings Inc., a Delaware corporation (the ?Company?), and Innoviva Strategic Opportunities LLC (the ?Holder?). The Company and the Holder are referred to each as a ?Party? and collectively herein as the ?Parties.? Ca
February 18, 2022	EX-4.1	Convertible Promissory Note, dated February 18, 2022. Exhibit 4.1 THIS NOTE, AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR THE APPLICABLE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION UNDER SUCH LAWS OR AN EXEMP
February 18, 2022	EX-4.2	Form of Warrant Certificate. Exhibit 4.2 FORM OF WARRANT THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANT Warrant No. CS-[?] Number of Shares: [?]1 (subject to adjustment) Date of Issuance: [?],[?]2 Original Issue Date (as defined in subsection 2(a)): [?],[?]3 Entasis Therapeutics Holdings Inc. Common Stock Purchase Warrant
February 18, 2022	8-K	Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 17, 2022 ENTASIS THERAPEUTICS HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-38670 82-4592913 (State or other jurisdiction of incorporation
February 14, 2022	SC 13G/A	ETTX / Entasis Therapeutics Holdings Inc / EVENTIDE ASSET MANAGEMENT, LLC - SC 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Entasis Therapeutics Holdings, Inc. (Name of Issuer – as specified in its charter) Common Stock, $0.001 par value (Title of Class of Securities) 293614103 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate bo
February 2, 2022	EX-11	February 1, 2022 Exhibit 11 February 1, 2022 CONFIDENTIAL Entasis Therapeutics Holdings Inc. 35 Gatehouse Drive Waltham, MA 02451 Attention: Board of Directors Ladies & Gentlemen: On behalf of Innoviva, Inc. (?Innoviva?), we are pleased to submit a preliminary non-binding proposal for the acquisition by Innoviva of Entasis Therapeutics Holdings Inc. (?Entasis?). Subject to the completion of its business, clinical,
February 2, 2022	SC 13D/A	ETTX / Entasis Therapeutics Holdings Inc / Innoviva, Inc. - SCHEDULE 13D/A, #6 Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 6)* Under the Securities Exchange Act of 1934 ENTASIS THERAPEUTICS HOLDINGS INC. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 293614 103 (CUSIP Number) Pavel Raifeld Chief Executive Officer Innoviva, Inc. 1350 Old Bayshore Highway Suite 400 Burlingame, CA 877-202-10
January 18, 2022	SC 13D/A	ETTX / Entasis Therapeutics Holdings Inc / TPG GP A, LLC - AMENDED SC13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.
January 14, 2022	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: January 10, 2022 (Date of earliest event reported) ENTASIS THERAPEUTICS HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-38670 82-4592913 (State or other jurisdiction of incorporation)
November 12, 2021	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: November 10, 2021 (Date of earliest event reported) ENTASIS THERAPEUTICS HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-38670 82-4592913 (State or other jurisdiction of incorporation
November 4, 2021	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38670 Entasis Therapeutics Holdings Inc.
November 4, 2021	EX-99.1	Entasis Therapeutics Announces Third Quarter 2021 Financial Results and Provides Business Update – Management to host a conference call on November 4, 2021 at 8:00am ET – EX-99.1 2 ettx-20211104xex99d1.htm EX-99.1 Exhibit 99.1 Entasis Therapeutics Announces Third Quarter 2021 Financial Results and Provides Business Update – Management to host a conference call on November 4, 2021 at 8:00am ET – ● Sulbactam-durlobactam (SUL-DUR) achieved all primary and secondary endpoints from landmark Phase 3 ATTACK trial ● Robust dataset builds compelling case for SUL-DUR which i
November 4, 2021	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2021 ENTASIS THERAPEUTICS HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-38670 82-4592913 (state or other jurisdiction of incorporation)
October 19, 2021	8-K	Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: October 18, 2021 (Date of earliest event reported) ENTASIS THERAPEUTICS HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-38670 82-4592913 (State or other jurisdiction of incorporation)
October 19, 2021	EX-99.2	0 Phase 3 ATTACK Topline Results for Sulbactam - Durlobactam Nasdaq: ETTX October 2021 Exhibit 99.2 0 Phase 3 ATTACK Topline Results for Sulbactam - Durlobactam Nasdaq: ETTX October 2021 1 Disclaimer This presentation contains forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 . Words such as ??anticipate,?? ??believe,?? ??continue,?? ??could,?? ??estimate,?? ??expect,?? ??intend,?? ??may,?? ??plan,?? ??potential,?? ??predict,?? ?
October 19, 2021	EX-99.1	Entasis Therapeutics announces positive topline results for sulbactam-durlobactam (SUL-DUR) from Phase 3 ATTACK trial EX-99.1 2 tm2130401d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Entasis Therapeutics announces positive topline results for sulbactam-durlobactam (SUL-DUR) from Phase 3 ATTACK trial · SUL-DUR first to achieve statistical non-inferiority in 28-day all-cause mortality in carbapenem-resistant Acinetobacter (CRAB) patients · Statistically significant difference in clinical cure at Test of Cure vs. colistin
August 27, 2021	424B5	$17,500,000 Common Stock TABLE OF CONTENTS File Pursuant to Rule 424(b)(5) Registration No. 333-234041 PROSPECTUS SUPPLEMENT (To Prospectus Dated October 17, 2019) $17,500,000 Common Stock We have entered into an Controlled Equity OfferingSM Sales Agreement (the “sales agreement”) with Cantor Fitzgerald & Co. (“Cantor”), dated as of August 27, 2021, relating to the offer and sale of shares of our common stock. In accord
August 27, 2021	EX-1.1	Sales Agreement, dated August 27, 2021, between Entasis Therapeutics Holdings Inc. and Cantor Fitzgerald & Co. EX-1.1 2 tm2125838d2ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 Entasis Therapeutics Holdings Inc. Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales Agreement August 27, 2021 Cantor Fitzgerald & Co. 499 Park Avenue New York, NY 10022 Ladies and Gentlemen: Entasis Therapeutics Holdings Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”)
August 27, 2021	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2021 ENTASIS THERAPEUT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2021 ENTASIS THERAPEUTICS HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-38670 82-4592913 (State or other jurisdiction of incorporation)
August 12, 2021	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38670 Entasis Therapeutics Holdings Inc.
August 11, 2021	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2021 ENTASIS THERAPEUTICS HOLDINGS INC. (Exact name of registrant as specified in its charter) ? ? ? Delaware 001-38670 82-4592913 (state or other jurisdiction of incor
August 11, 2021	EX-99.1	Entasis Therapeutics Reports Second Quarter 2021 Financial Results and Provides Business Update – Management to Host Conference Call on August 12 at 8am ET – EX-99.1 2 ettx-20210811xex99d1.htm EX-99.1 Exhibit 99.1 Entasis Therapeutics Reports Second Quarter 2021 Financial Results and Provides Business Update – Management to Host Conference Call on August 12 at 8am ET – ● Patient Enrollment in the ATTACK Phase 3 Registrational Trial Completed; Top-Line Data Readout Expected Early Fourth Quarter 2021 ● SUL-DUR Launch Planning Progresses with Appointment
August 5, 2021	424B4	20,000,000 Shares of Common Stock 10,000,000 Warrants to Purchase Shares of Common Stock TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(4) ?Registration No. 333-258371 ? ? PROSPECTUS 20,000,000 Shares of Common Stock 10,000,000 Warrants to Purchase Shares of Common Stock This prospectus relates to the resale by the selling stockholder named herein, or its pledgees, donees, transferees or other successors in interest, from time to time, of up to (i) 10,000,000 shares of our common st
August 3, 2021	CORRESP	ENTASIS THERAPEUTICS HOLDINGS INC. 35 Gatehouse Drive Waltham, Massachusetts 02451 ENTASIS THERAPEUTICS HOLDINGS INC. 35 Gatehouse Drive Waltham, Massachusetts 02451 August 3, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Ada D. Sarmento Re: Entasis Therapeutics Holdings Inc. Registration Statement on Form S-3 Filed August 2, 2021 File No. 333-258371 Ladies and Gentlemen: Pursuant to Ru
August 2, 2021	S-3	As filed with the Securities and Exchange Commission on August 2, 2021 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on August 2, 2021 Registration No.
July 19, 2021	SC TO-I/A	SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO/A (Amendment No. 1) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ENTASIS THERAPEUTICS HOLDINGS INC. (Name of Subject Company (Is SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO/A (Amendment No. 1) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ENTASIS THERAPEUTICS HOLDINGS INC. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Options To Purchase Shares of Common Stock, Par Value $0.001 Per Share (Title of Class of Securities) 293614103 (CU
June 17, 2021	EX-99.(A)(1)(IV)	Form of Reminder Email. Exhibit 99.(a)(1)(iv) Reminder Email Text: TO ALL ELIGIBLE EXCHANGE OPTION HOLDERS FROM ENTASIS THERAPEUTICS HOLDINGS INC. As a reminder, your decision to participate in the Exchange Offer as described in Offer to Exchange Eligible Options for New Options dated June 17, 2021 must be made before 5:00 p.m., Eastern time, on July 16, 2021. If you have any questions regarding the Exchange Offer or you
June 17, 2021	SC TO-I	SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ENTASIS THERAPEUTICS HOLDINGS INC. (Name of Subject Company (Issuer) and Filing Per ? ? ? SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 ? ENTASIS THERAPEUTICS HOLDINGS INC. (Name of Subject Company (Issuer) and Filing Person (Offeror)) ? Options To Purchase Shares of Common Stock, Par Value $0.001 Per Share (Title of Class of Securities)? 293614103 (CUSIP Num
June 17, 2021	EX-99.(D)(4)	Form of Exchange Option Stock Option Grant Notice. EX-99.(D)(4) 7 tm2119892d2ex99d4.htm EXHIBIT 99.(D)(4) Exhibit 99.(d)(4) Entasis Therapeutics Holdings Inc. Form Of Stock Option Grant Notice (2018 Equity Incentive Plan) Entasis Therapeutics Holdings Inc. (the “Company”), pursuant to its 2018 Equity Incentive Plan (the “Plan”), hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below.
June 17, 2021	EX-99.(A)(1)(III)	Form of Announcement Email. EX-99.(A)(1)(III) 4 tm2119892d2ex99a1iii.htm EXHIBIT 99.(A)(1)(III) Exhibit 99.(a)(1)(iii) Announcement Email Text: TO ALL ELIGIBLE EXCHANGE OPTION HOLDERS FROM ENTASIS THERAPEUTICS HOLDINGS INC. Attached please find an Offer to Exchange Eligible Options for New Options dated June 17, 2021 (the “Exchange Offer”). You are receiving this communication because you are eligible to participate in the E
June 17, 2021	EX-99.(A)(1)(I)	Offer to Exchange Eligible Options for New Options, dated June 17, 2021. EX-99.(A)(1)(I) 2 tm2119892d1ex99a1i.htm EXHIBIT 99.(A)(1)(I) TABLE OF CONTENTS Exhibit (a)(1)(i) OFFER TO EXCHANGE ELIGIBLE OPTIONS FOR NEW OPTIONS ENTASIS THERAPEUTICS HOLDINGS INC. THIS OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., EASTERN TIME, ON JULY 16, 2021 UNLESS THIS OFFER IS EXTENDED Entasis Therapeutics Holdings Inc. which is sometimes referred to herein as the “Company,” “Entasis,
June 17, 2021	EX-99.(A)(1)(II)	Election Form. Exhibit 99.(a)(1)(ii) Covington Comments of June 15, 2021 Offer to Exchange Eligible Options for New Options ? Election Form THE OFFER EXPIRES AT 5:00 P.M., EASTERN TIME, ON JULY 16, 2021 UNLESS THE OFFER IS EXTENDED Name: Before making your election, please make sure you have received, read and understand the documents that make up this Offer, including: (1) the Offer to Exchange Eligible Options
June 17, 2021	EX-99.(A)(1)(V)	Option Exchange Presentation for Eligible Participants. EX-99.(A)(1)(V) 6 tm2119892d2ex99a1v.htm EXHIBIT 99.(A)(1)(V) Exhibit 99.(a)(1)(v) Company Confidential Option Exchange Program Company Confidential Option Exchange Program Why are we doing this? 1 A key component of your compensation package is the long - term incentive program. Through this program, we’re able to reward your contribution to our long - term success through stock options. As Entas
June 14, 2021	SC 13D/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 5)* Under the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 5)* Under the Securities Exchange Act of 1934 ENTASIS THERAPEUTICS HOLDINGS INC. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 293614 103 (CUSIP Number) Pavel Raifeld Chief Executive Officer Innoviva, Inc. 1350 Old Bayshore Highway Suite 400 Burlingame, CA 877-202-10
June 11, 2021	8-K	Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: June 10, 2021 (Date of earliest event reported) ENTASIS THERAPEUTICS HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-38670 82-4592913 (State or other jurisdiction of incorporation) (C
May 17, 2021	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? SCHEDULE 14A ? Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ? Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by R
May 17, 2021	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? SCHEDULE 14A ? Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ? Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ?
May 5, 2021	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2021 ENTASIS THERAPEUTICS HOLDINGS INC. (Exact name of registrant as specified in its charter) ? ? ? Delaware 001-38670 82-4592913 (state or other jurisdiction of incorpora
May 5, 2021	10-Q	Quarterly Report - 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38670 Entasis Therapeutics Holdings Inc.
May 5, 2021	PRE 14A	- PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? SCHEDULE 14A ? Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ? Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by R
May 5, 2021	EX-99.1	Entasis Therapeutics Reports First Quarter 2021 Financial Results and Provides Business Update – ATTACK Phase 3 topline data readout remains on track for second half of 2021 – – Strengthened balance sheet with $20M financing – Exhibit 99.1 ? ? ? Entasis Therapeutics Reports First Quarter 2021 Financial Results and Provides Business Update ? ? ATTACK Phase 3 topline data readout remains on track for second half of 2021 ? ? Strengthened balance sheet with $20M financing ? ? ? WALTHAM, Mass., May 5, 2021 (GLOBE NEWSWIRE) ? Entasis Therapeutics Holdings Inc. (NASDAQ: ETTX), a clinical-stage biopharmaceutical company focused
May 3, 2021	EX-10.1	Securities Purchase Agreement, by and between the Company and Innoviva Strategic Opportunities LLC, dated May 3, 2021 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-38670), filed with the SEC on May 3, 2021). Exhibit 10.1 EXECUTION SECURITIES PURCHASE AGREEMENT BY AND BETWEEN ENTASIS THERAPEUTICS HOLDINGS INC. AND INNOVIVA STRATEGIC OPPORTUNITIES LLC Dated as of May 3, 2021 TABLE OF CONTENTS Article I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Construction 9 Article II PURCHASE AND SALE 10 Section 2.1 The Purchase and Sale 10 Section 2.2 First Closing 11 Section 2.3 Second Closing 12 Article I
May 3, 2021	EX-99.1	Entasis Therapeutics Completes Initial Closing of $20M Private Placement with Innoviva EX-99.1 5 tm2114980d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Entasis Therapeutics Completes Initial Closing of $20M Private Placement with Innoviva WALTHAM, Mass., May 3, 2021 (GLOBE NEWSWIRE) – Entasis Therapeutics Holdings Inc. (Nasdaq: ETTX), a clinical-stage biopharmaceutical company focused on the discovery and development of novel antibacterial products, announced today that it has completed th
May 3, 2021	8-K	Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: May 3, 2021 (Date of earliest event reported) ENTASIS THERAPEUTICS HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-38670 82-4592913 (State or other jurisdiction of incorporation) (Com
May 3, 2021	EX-99.1	JOINT FILING AGREEMENT EX-99.1 2 i050321b.htm JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing amendment to Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to the Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigne
May 3, 2021	EX-4.1	Form of Warrant Certificate (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-38670), filed with the SEC on May 3, 2021). EX-4.1 2 tm2114980d1ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 FORM OF WARRANT THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANT Warrant No. CS-[●] Number of Shares: [●] (subject to adjustment) Date of Issuance: [●], 20211 Original Issue Date (as defined in subsection 2(a)): [●], 20212 Entasis Therapeutics
May 3, 2021	DEFA14A	- DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: May 3, 2021 (Date of earliest event reported) ENTASIS THERAPEUTICS HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-38670 82-4592913 (State or other jurisdiction of incorporation) (Com
May 3, 2021	EX-10.2	Registration Rights Agreement, by and between the Company and Innoviva Strategic Opportunities LLC, dated May 3, 2021 (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-38670), filed with the SEC on May 3, 2021). EX-10.2 4 tm2114980d1ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 EXECUTION REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 3, 2021, by and between Entasis Therapeutics Holdings Inc., a Delaware corporation (the “Company”), and Innoviva Strategic Opportunities LLC (the “Holder”). The Company and the Holder are referred to each as a “Pa
May 3, 2021	SC 13D/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* ENTASIS THERAPEUTICS HOLDINGS INC. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* ENTASIS THERAPEUTICS HOLDINGS INC. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 293614 103 (CUSIP Number) Pavel Raifeld Chief Executive Officer Innoviva, Inc. 1350 Old Bayshore Highway Suite 400 Burlingame, CA 877-202-
April 30, 2021	DEF 14A	- DEF 14A ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? SCHEDULE 14A ? Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ? Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
April 30, 2021	10-K/A	Annual Report - 10-K/A Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
April 30, 2021	DEFA14A	- DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? SCHEDULE 14A ? Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ? Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ?
March 23, 2021	EX-99.1	Entasis Therapeutics Reports Full Year 2020 Financial Results and Provides Business Update – Phase 3 ATTACK registration trial more than three-quarters complete – – ATTACK topline data readout expected second half of 2021 – – Zoliflodacin Phase 3 tri EX-99.1 2 ettx-20210323xex99d1.htm EX-99.1 Exhibit 99.1 Entasis Therapeutics Reports Full Year 2020 Financial Results and Provides Business Update – Phase 3 ATTACK registration trial more than three-quarters complete – – ATTACK topline data readout expected second half of 2021 – – Zoliflodacin Phase 3 trial adds clinical trial sites, continues enrollment – WALTHAM, Mass., March 23, 2020 (GLOBE NEW
March 23, 2021	S-8	- S-8 As filed with the Securities and Exchange Commission on March 23, 2021 Registration No.
March 23, 2021	EX-99.2	Company Confidential Targeted Solutions for Antibacterial Resistance Precision antibiotics against critical pathogens March 2021 Company Confidential Disclaimer This presentation contains forward-looking statements within the meaning of the Private S Exhibit 99.2 Company Confidential Targeted Solutions for Antibacterial Resistance Precision antibiotics against critical pathogens March 2021 Company Confidential Disclaimer This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as ??anticipate,?? ??believe,?? ??continue,?? ??could,?? ??estimate,?? ??expect,?? ??
March 23, 2021	10-K	Annual Report - 10-K Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
March 23, 2021	8-K	Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 23, 2021 ENTASIS THERAPEUTICS HOLDINGS INC. (Exact name of registrant as specified in its charter) ? ? ? Delaware 001-38670 82-4592913 (state or other jurisdiction of incorp
March 23, 2021	EX-21.1	Subsidiaries of Entasis Therapeutics Holdings Inc. EX-21.1 2 ettx-20201231xex21d1.htm EX-21.1 Exhibit 21.1 SUBSIDIARIES OF ENTASIS THERAPEUTICS HOLDINGS INC. Name Jurisdiction of Incorporation Entasis Therapeutics Inc. Delaware Entasis Therapeutics Limited United Kingdom Entasis Therapeutics Security Corporation Massachusetts Entasis Therapeutics (Ireland) Limited Ireland
March 4, 2021	SC 13D/A	SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1)* Entasis Therapeut SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1)* Entasis Therapeutics Holdings Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 293614103 (CUSIP Number) Nathalie Auber Sofinnova Ven
February 16, 2021	SC 13G/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.
November 6, 2020	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: November 2, 2020 (Date of earliest event reported) ENTASIS THERAPEUTICS HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-38670 82-4592913 (State or other jurisdiction of incorporation)
November 6, 2020	EX-10.3	Form of Restricted Stock Unit Grant Agreement (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 001-38670), filed with the SEC on November 6, 2020). EX-10.3 4 tm2035169d1ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 Entasis Therapeutics Holdings Inc. 2018 Equity Incentive Plan Restricted Stock Unit Grant Agreement Pursuant to the Restricted Stock Unit Grant notice (the “Grant Notice”) and this Restricted Stock Unit Award Agreement (the “Agreement”), Entasis Therapeutics Holdings Inc. (the “Company”) has awarded you (“Participant”) a Restricted Stock Un
November 6, 2020	EX-10.1	Form of Restricted Stock Unit Grant Notice (Time-Based) (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-38670), filed with the SEC on November 6, 2020). Exhibit 10.1 Entasis Therapeutics Holdings Inc. Restricted Stock Unit Grant Notice (Time-Based) (2018 Equity Incentive Plan) Entasis Therapeutics Holdings Inc. (the “Company”), pursuant to its 2018 Equity Incentive Plan (the “Plan”), hereby grants to Participant a Restricted Stock Unit Award to be issued the number of shares of the Company’s Common Stock (“Restricted Stock Units”) set forth below
November 6, 2020	EX-10.2	Form of Restricted Stock Unit Grant Notice (Performance-Based) (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-38670), filed with the SEC on November 6, 2020). EX-10.2 3 tm2035169d1ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 Entasis Therapeutics Holdings Inc. Restricted Stock Unit Grant Notice (Performance-Based) (2018 Equity Incentive Plan) Entasis Therapeutics Holdings Inc. (the “Company”), pursuant to its 2018 Equity Incentive Plan (the “Plan”), hereby grants to Participant a Restricted Stock Unit Award for the number of shares of the Company’s Common Stock
November 5, 2020	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2020 ENTASIS THERAPEUTICS HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-38670 82-4592913 (state or other jurisdiction of incorporation)
November 5, 2020	10-Q	Quarterly Report - 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38670 Entasis Therapeutics Holdings Inc.
November 5, 2020	EX-99.1	Entasis Therapeutics Reports Third Quarter 2020 Financial Results and Provides a Business Update Exhibit 99.1 Entasis Therapeutics Reports Third Quarter 2020 Financial Results and Provides a Business Update WALTHAM, Mass., November 5, 2020 (GLOBE NEWSWIRE) – Entasis Therapeutics Holdings Inc. (NASDAQ: ETTX), a clinical-stage biopharmaceutical company focused on the discovery and development of novel antibacterial products, announced today its third quarter 2020 financial results and provided
October 13, 2020	424B4	18,691,588 Shares of Common Stock 9,345,794 Warrants to Purchase Shares of Common Stock 1,161,916 Pre-Funded Warrants to Purchase Shares of Common Stock TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(4) Registration No. 333-249315 PROSPECTUS 18,691,588 Shares of Common Stock 9,345,794 Warrants to Purchase Shares of Common Stock 1,161,916 Pre-Funded Warrants to Purchase Shares of Common Stock This prospectus relates to the resale by the selling stockholders named herein, or its pledgees, donees, transferees or other successors in interest, from
October 9, 2020	CORRESP	- ENTASIS THERAPEUTICS HOLDINGS INC. 35 Gatehouse Drive Waltham, Massachusetts October 9, 2020 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: James Young Re: Entasis Therapeutics Holdings Inc. Registration Statement on Form S-3 Filed October 5, 2020 File No. 333-249315 Ladies and Gentlemen: Pursuant to Rule 461 u
October 5, 2020	S-3	- S-3 S-3 1 tm2032403-1s3.htm S-3 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on October 5, 2020 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ENTASIS THERAPEUTICS HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware (State or other jur
September 8, 2020	SC 13G	ETTX / Entasis Therapeutics Holdings Inc. / ARMISTICE CAPITAL, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.
September 1, 2020	8-K	Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: August 27, 2020 (Date of earliest event reported) ENTASIS THERAPEUTICS HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-38670 82-4592913 (State or other jurisdiction of incorporation)
September 1, 2020	EX-99.1	Entasis Therapeutics Announces $25 Million Private Placement Proceeds to support the ongoing ATTACK Phase 3 registration clinical trial Exhibit 99.1 Entasis Therapeutics Announces $25 Million Private Placement Proceeds to support the ongoing ATTACK Phase 3 registration clinical trial WALTHAM, Mass., August 28, 2020 (GLOBE NEWSWIRE) – Entasis Therapeutics Holdings Inc. (Nasdaq: ETTX) (“Entasis”), a clinical-stage biopharmaceutical company focused on the discovery and development of novel antibacterial products, announced today it h
September 1, 2020	EX-4.2	Form of Pre-Funded Common Stock Purchase Warrant. EX-4.2 3 tm2029970d1ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 FORM OF PRE-FUNDED WARRANT THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANT Warrant No. PFCS-[●] Number of Shares: [●] (subject to adjustment) Date of Issuance: [●], 20201 Original Issue Date (as defined in subsection 2(a)): [●], 20202 Entasis
September 1, 2020	EX-10.2	Registration Rights Agreement, dated September 1, 2020, by and between the Company and the Investors named therein. EX-10.2 5 tm2029970d1ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 Execution Version REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 1, 2020 by and among Entasis Therapeutics Holdings Inc., a Delaware corporation (the “Company”), and the “Investors” named in the Securities Purchase Agreement, dated August 27, 2020, by and among th
September 1, 2020	SC 13D/A	ETTX / Entasis Therapeutics Holdings Inc. / Innoviva, Inc. - SCHEDULE 13D/A (AMENDMENT NO. 3) Activist Investment SC 13D/A 1 i37127483.htm SCHEDULE 13D/A (AMENDMENT NO. 3) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* ENTASIS THERAPEUTICS HOLDINGS INC. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 293614103 (CUSIP Number) Pavel Raifeld Chief Executive Officer Innoviva, Inc. 13
September 1, 2020	EX-4.1	Form of Common Stock Purchase Warrant. Exhibit 4.1 FORM OF WARRANT THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANT Warrant No. CS-[●] Number of Shares: [●] (subject to adjustment) Date of Issuance: [●], 20201 Original Issue Date (as defined in subsection 2(a)): [●], 20202 Entasis Therapeutics Holdings Inc. Common Stock Purchase Warra
September 1, 2020	EX-10.1	Securities Purchase Agreement, by and between the Company and the Investors named therein, dated August 27, 2020 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-38670), filed with the SEC on September 1, 2020). EX-10.1 4 tm2029970d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Execution Version THE SYMBOL “[***]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and ent
August 31, 2020	EX-99.1	SECURITIES PURCHASE AGREEMENT Exhibit 6 Execution Version SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of August 27, 2020 by and among Entasis Therapeutics Holdings Inc.
August 31, 2020	SC 13D/A	ETTX / Entasis Therapeutics Holdings Inc. / Innoviva, Inc. - SCHEDULE 13D/A (AMENDMENT NO. 2) Activist Investment SC 13D/A 1 i37091016a.htm SCHEDULE 13D/A (AMENDMENT NO. 2) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* ENTASIS THERAPEUTICS HOLDINGS INC. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 293614 103 (CUSIP Number) Pavel Raifeld Chief Executive Officer Innoviva, Inc.
August 19, 2020	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: August 17, 2020 (Date of earliest event reported) ENTASIS THERAPEUTICS HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-38670 82-4592913 (State or other jurisdiction of incorporation)
August 14, 2020	424B4	28,000,000 Shares of Common Stock 14,000,000 Warrants to Purchase Shares of Common Stock TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(4) Registration No. 333-241683 PROSPECTUS 28,000,000 Shares of Common Stock 14,000,000 Warrants to Purchase Shares of Common Stock This prospectus relates to the resale by the selling stockholder named herein, or its pledgees, donees, transferees or other successors in interest, from time to time, of up to (i) 14,000,000 shares of our common stock,
August 12, 2020	CORRESP	- ENTASIS THERAPEUTICS HOLDINGS INC. 35 Gatehouse Drive Waltham, Massachusetts August 12, 2020 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Deanna Virginio Re: Entasis Therapeutics Holdings, Inc. Registration Statement on Form S-3 Filed August 6, 2020 File No. 333-241683 Ladies and Gentlemen: Pursuant to Rule 4
August 11, 2020	SC 13G/A	ETTX / Entasis Therapeutics Holdings Inc. / Novo Holdings A/S - AMENDMENT NO. 3 TO SCHEDULE 13G Passive Investment Amendment No. 3 to Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Entasis Therapeutics Holdings Inc. (Name of Issuer) Common Stock (Title of class of securities) 293614103 (CUSIP number) August 6, 2020 (Date of event which requires filing of this statement) Check the appropriate box to d
August 6, 2020	10-Q	Quarterly Report - 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38670 Entasis Therapeutics Holdings Inc.
August 6, 2020	EX-99.1	Entasis Therapeutics Reports Second Quarter 2020 Financial Results and Business Update Exhibit 99.1 Entasis Therapeutics Reports Second Quarter 2020 Financial Results and Business Update WALTHAM, Mass., August 6, 2020 (GLOBE NEWSWIRE) – Entasis Therapeutics Holdings Inc. (NASDAQ: ETTX), a clinical-stage biopharmaceutical company focused on the discovery and development of novel antibacterial products, announced today its second quarter 2020 financial results and provided a business
August 6, 2020	EX-10.2	Special Bonus Award Memorandum, dated May 15, 2020 (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 001-38670), filed with the SEC on August 6, 2020). Exhibit 10.2 35 Gatehouse Drive Waltham, MA 02451 781-810-0120 entasistx.com MEMORANDUM To: [Name of Recipient] From: [Manager] Date: [Date] Re: Special Bonus Award This memorandum confirms the Special Bonus Award approved by the Compensation Committee of the Board of Directors of Entasis Therapeutics Holdings Inc. on May 15, 2020, as follows: Type of Award(1) Amount of Award(2) Date of Payment Co
August 6, 2020	S-8	August 6, 2020 (File No. 333-241672) As filed with the Securities and Exchange Commission on August 6, 2020 Registration No.
August 6, 2020	EX-10.3	First Amendment to 2018 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (File No. 001-38670), filed with the SEC on August 6, 2020). Exhibit 10.3 FIRST AMENDMENT TO THE ENTASIS THERAPEUTICS HOLDINGS INC. 2018 EQUITY INCENTIVE PLAN WHEREAS, Entasis Therapeutics Holdings Inc., (the “Company”), sponsors the 2018 Equity Incentive Plan, which was adopted by the Board of Directors of the Company (the “Board”) on September 13, 2018, and approved by the Company’s stockholders on September 14, 2018 (the “Plan”); WHEREAS, pursuant to Sec
August 6, 2020	EX-10.1	Amended Non-Employee Director Compensation Policy, as amended December 6, 2019 (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-38670), filed with the SEC on August 6, 2020). EX-10.1 2 ettx-20200630xex10d1.htm EX-10.1 Exhibit 10.1 ENTASIS THERAPEUTICS HOLDINGS INC. AMENDED NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Each member of the Board of Directors (the “Board”) of Entasis Therapeutics Holdings Inc. (the “Company”) who is not also serving as an employee of the Company or any of its subsidiaries (each such member, an “Eligible Director”) will receive the compensation
August 6, 2020	S-3	- S-3 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on August 6, 2020 Registration No.
August 6, 2020	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2020 ENTASIS THERAPEUTICS HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-38670 82-4592913 (state or other jurisdiction of incorporation) (
July 23, 2020	8-K	Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: July 23, 2020 (Date of earliest event reported) ENTASIS THERAPEUTICS HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-38670 82-4592913 (State or other jurisdiction of incorporation) (C
July 23, 2020	EX-99.1	Non - Confidential Targeted Solutions for Antibacterial Resistance Precision antibiotics focused against critical pathogens July 2020 Exhibit 99.1 Non - Confidential Targeted Solutions for Antibacterial Resistance Precision antibiotics focused against critical pathogens July 2020 Non - Confidential Disclaimer This presentation contains forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as ‘‘anticipate,’’ ‘‘believe,’’ ‘‘continue,’’ ‘‘could,’’ ‘‘estimate,’’ ‘‘expect,
July 9, 2020	SC 13D/A	ETTX / Entasis Therapeutics Holdings Inc. / Clarus Lifesciences III, L.P. - AMENDMENT NO. 3 TO SCHEDULE 13D Activist Investment Amendment No. 3 to Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Entasis Therapeutics Holdings Inc. (Name of Issuer) Common Stock, $.001 par value per share (Title of Class of Securities) 293614103 (CUSIP Number) Robert Liptak Clarus Ventures, LLC 101 Main Street, Suite 1210 Cambridge,
June 18, 2020	SC 13D/A	ETTX / Entasis Therapeutics Holdings Inc. / Frazier Life Sciences Viii, L.p. - SC 13D/A Activist Investment SC 13D/A 1 d793683dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3)* Entasis Therapeutics Holdings Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 293614 103 (CUSIP Number) Steve R. Bailey Frazier Healthcare Partners 601 Union Street, Suite 3200 Seattle, WA 98101 Te
June 16, 2020	SC 13G/A	ETTX / Entasis Therapeutics Holdings Inc. / Novo A/S - AMENDMENT NO. 2 TO SCHEDULE 13G Passive Investment Amendment No. 2 to Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Entasis Therapeutics Holdings Inc. (Name of Issuer) Common Stock (Title of class of securities) 293614103 (CUSIP number) June 11, 2020 (Date of event which requires filing of this statement) Check the appropriate box to de
June 12, 2020	SC 13D/A	ETTX / Entasis Therapeutics Holdings Inc. / Innoviva, Inc. - SCHEDULE 13D/A (AMENDMENT NO. 1) Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* ENTASIS THERAPEUTICS HOLDINGS INC. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 293614 103 (CUSIP Number) Geoffrey Hulme Interim Principal Executive Officer Innoviva, Inc. 1350 Old Bayshore Highway Suite 400 Burlingame
June 11, 2020	EX-99.1	Entasis Therapeutics Completes Closing of Second Tranche of $35M Private Placement with Innoviva Exhibit 99.1 Entasis Therapeutics Completes Closing of Second Tranche of $35M Private Placement with Innoviva WALTHAM, Mass., June 11, 2020 (GLOBE NEWSWIRE) – Entasis Therapeutics Holdings Inc. (NASDAQ: ETTX) (“Entasis”), a clinical-stage biopharmaceutical company focused on the discovery and development of novel antibacterial products, today announced the closing of the second tranche of the $35
June 11, 2020	EX-3.1	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-38670), filed with the SEC on June 11, 2020). Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ENTASIS THERAPEUTICS HOLDINGS INC. Entasis Therapeutics Holdings Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies and submits the following Certificate of Amendment to its Amended and Restated Certifica
June 11, 2020	8-K	Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: June 10, 2020 (Date of earliest event reported) ENTASIS THERAPEUTICS HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-38670 82-4592913 (State or other jurisdiction of incorporation) (C
June 11, 2020	8-K	Changes in Control of Registrant, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders 8-K 1 tm2022369d18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: June 10, 2020 (Date of earliest event reported) ENTASIS THERAPEUTICS HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-38670 82-4592913 (State or other
May 21, 2020	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: May 15, 2020 (Date of earliest event reported) ENTASIS THERAPEUTICS HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-38670 82-4592913 (State or other jurisdiction of incorporation) (Co
May 15, 2020	DEF 14A	- DEF 14A DEF 14A 1 a2241624zdef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Co
May 7, 2020	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2020 ENTASIS THERAPEUTICS HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001‑38670 82‑4592913 (state or other jurisdiction of incorporation) (Com
May 7, 2020	S-8	May 7, 2020 (File No. 333-238076) S-8 1 tmb-20200507xs8.htm S-8 As filed with the Securities and Exchange Commission on May 7, 2020 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Entasis Therapeutics Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 82-4592913 (State or other jurisdiction of i
May 7, 2020	EX-10.1	Form of Executive Officer Employment Agreement (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-38670), filed with the SEC on May 7, 2020). Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between (“Executive”) and Entasis Therapeutics Inc. (the “Company”) and is effective as of September 6, 2019 (the “Effective Date”). The Company desires to continue to employ Executive and, in connection with such employment, to compensate Executive for Executive’s personal services to the Company
May 7, 2020	EX-10.3	Non-employee Director Compensation Policy, as amended June 19, 2019 Exhibit 10.3 ENTASIS THERAPEUTICS HOLDINGS INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Each member of the Board of Directors (the “Board”) of Entasis Therapeutics Holdings Inc. (the “Company”) who is not also serving as an employee of the Company or any of its subsidiaries (each such member, an “Eligible Director”) will receive the compensation described in this Non-Employee Director Compensati
May 7, 2020	10-Q	Quarterly Report - 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38670 Entasis Therapeutics Holdings Inc.
May 7, 2020	EX-10.2	Employment Agreement between the Company and Eric Kimble, effective September 6, 2019 EX-10.2 3 ettx-20200331ex1023d4264.htm EX-10.2 Exhibit 10.2 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between Eric Kimble (“Executive”) and Entasis Therapeutics Inc. (the “Company”) and is effective as of September 6, 2019 (the “Effective Date”). The Company desires to continue to employ Executive and, in connection with such employment, to compensate
May 7, 2020	EX-99.1	Entasis Therapeutics Reports First Quarter 2020 Financial Results and Business Update EX-99.1 2 tmb-20200507xex99d1.htm EX-99.1 Exhibit 99.1 Entasis Therapeutics Reports First Quarter 2020 Financial Results and Business Update WALTHAM, Mass., May 7, 2020 (GLOBE NEWSWIRE) – Entasis Therapeutics Holdings Inc. (NASDAQ: ETTX), a clinical-stage biopharmaceutical company focused on the discovery and development of novel antibacterial products, announced today its first quarter 2020 finan
May 5, 2020	PRE 14A	- PRE 14A Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
May 1, 2020	EX-99.4	VOTING AGREEMENT by and between INNOVIVA, INC. THE STOCKHOLDER PARTY HERETO Dated as of April 22, 2020 EX-99.4 2 d925333dex994.htm EX-99.4 EXHIBIT 99.4 VOTING AGREEMENT by and between INNOVIVA, INC. and THE STOCKHOLDER PARTY HERETO Dated as of April 22, 2020 VOTING AGREEMENT This Voting Agreement (this “Agreement”) is entered into as of April 22, 2020, between Innoviva, Inc., a Delaware corporation (“Purchaser”), and the undersigned stockholder (the “Stockholder”). WHEREAS, as of the date hereof, t
May 1, 2020	SC 13D/A	ETTX / Entasis Therapeutics Holdings Inc. / Clarus Lifesciences III, L.P. - AMENDMENT NO. 2 TO SCHEDULE 13D Activist Investment Amendment No. 2 to Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Entasis Therapeutics Holdings Inc. (Name of Issuer) Common Stock, $.001 par value per share (Title of Class of Securities) 293614103 (CUSIP Number) Robert Liptak Clarus Ventures, LLC 101 Main Street, Suite 1210 Cambridge,
April 29, 2020	DEF 14A	- DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) ☒ Defin
April 29, 2020	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers 8-K 1 tm2018069d18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: April 27, 2020 (Date of earliest event reported) ENTASIS THERAPEUTICS HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-38670 82-4592913 (State or other
April 29, 2020	DEFA14A	- DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin
April 23, 2020	SC 13D	ETTX / Entasis Therapeutics Holdings Inc. / Innoviva, Inc. - SCHEDULE 13D Activist Investment SC 13D 1 e34301036a.htm SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* ENTASIS THERAPEUTICS HOLDINGS INC. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 293614 103 (CUSIP Number) Geoffrey Hulme Interim Principal Executive Officer Innoviva, Inc. 1350 Old Bay
April 22, 2020	EX-4.1	Registration Rights Agreement, by and between the Company and the Investors named therein, dated September 1, 2020 (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-38670), filed with the SEC on September 1, 2020). EX-4.1 2 tm2016643d14-1.htm EXHIBIT 4.1 Exhibit 4.1 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 22, 2020, by and between Entasis Therapeutics Holdings Inc., a Delaware corporation (the “Company”), and Innoviva, Inc. (the “Holder”). The Company and the Holder are referred to each as a “Party” and collectively herein as the
April 22, 2020	EX-10.1	Investor Rights Agreement, dated April 22, 2020, by and between the Company and Innoviva. Exhibit 10.1 Execution Version INVESTOR RIGHTS AGREEMENT This Investor Rights Agreement (this “Agreement”) is made and entered into as of April 22, 2020 by and between Entasis Therapeutics Holdings Inc., a Delaware corporation (the “Company”), and Innoviva, Inc., a Delaware corporation (the “Purchaser”), in connection with that certain Securities Purchase Agreement, dated as of April 12, 2020, by
April 22, 2020	EX-10.1	Investor Rights Agreement, by and between the Company and Innoviva, Inc., dated April 22, 2020 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-38670), filed with the SEC on April 22, 2020). EX-10.1 3 tm2016643d110-1.htm EXHIBIT 10.1 Exhibit 10.1 Execution Version INVESTOR RIGHTS AGREEMENT This Investor Rights Agreement (this “Agreement”) is made and entered into as of April 22, 2020 by and between Entasis Therapeutics Holdings Inc., a Delaware corporation (the “Company”), and Innoviva, Inc., a Delaware corporation (the “Purchaser”), in connection with that certain Securities Purchase
April 22, 2020	EX-99.1	Entasis Therapeutics Completes Initial Closing of $35M Private Placement with Innoviva EX-99.1 4 tm2016643d199-1.htm EXHIBIT 99.1 Exhibit 99.1 Entasis Therapeutics Completes Initial Closing of $35M Private Placement with Innoviva WALTHAM, Mass., April 22, 2020 (GLOBE NEWSWIRE) – Entasis Therapeutics Holdings Inc. (NASDAQ: ETTX) (“Entasis”), a clinical-stage biopharmaceutical company focused on the discovery and development of novel antibacterial products, today announced that it has
April 22, 2020	EX-99.1	Press Release, dated April 22, 2020. Exhibit 99.1 Entasis Therapeutics Completes Initial Closing of $35M Private Placement with Innoviva WALTHAM, Mass., April 22, 2020 (GLOBE NEWSWIRE) – Entasis Therapeutics Holdings Inc. (NASDAQ: ETTX) (“Entasis”), a clinical-stage biopharmaceutical company focused on the discovery and development of novel antibacterial products, today announced that it has completed the initial $3.3 million closing
April 22, 2020	8-K	Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: April 22, 2020 (Date of earliest event reported) ENTASIS THERAPEUTICS HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-38670 82-4592913 (State or other jurisdiction of incorporation) (
April 22, 2020	DEFA14A	ETTX / Entasis Therapeutics Holdings Inc. DEFA14A - - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: April 22, 2020 (Date of earliest event reported) ENTASIS THERAPEUTICS HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-38670 82-4592913 (State or other jurisdiction of incorporation) (
April 22, 2020	EX-4.1	Registration Rights Agreement, dated April 22, 2020, by and between the Company and Innoviva. Exhibit 4.1 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 22, 2020, by and between Entasis Therapeutics Holdings Inc., a Delaware corporation (the “Company”), and Innoviva, Inc. (the “Holder”). The Company and the Holder are referred to each as a “Party” and collectively herein as the “Parties.” Capitalized terms used herei
April 13, 2020	EX-10.2	Form of Voting Agreement (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-38670), filed with the SEC on April 13, 2020). Exhibit 10.2 VOTING AGREEMENT by and between Innoviva, Inc. and the stockholder party hereto Dated as of , 2020 VOTING AGREEMENT This Voting Agreement (this “Agreement”) is entered into as of [], 2020, between Innoviva, Inc., a Delaware corporation (“Purchaser”), and the undersigned stockholder (the “Stockholder”). WHEREAS, as of the date hereof, the Stockholder is the sole record and beneficial o
April 13, 2020	EX-4.1	Form of Warrant Certificate (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on April 13, 2020). Exhibit 4.1 THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE ARE TRANSFERABLE AND ASSIGNABLE SUBJECT TO COMPLIANCE WITH APPLICABLE SECURITIES LAWS. THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE WILL BE VOID AND OF NO VALUE UNLESS EXERCISED ON OR BEFORE 5:00 P.M. (NEW YORK TIME) ON [●], 20251. WARRANT CERTIFICATE ENTASIS THERAPEUTICS HOLDINGS Inc. (Incorporated under the Laws of the Stat
April 13, 2020	EX-4.2	Form of Registration Rights Agreement. Exhibit 4.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of April [•], 2020, by and between Entasis Therapeutics Holdings Inc., a Delaware corporation (the “Company”), and Innoviva, Inc. (the “Holder”). The Company and the Holder are referred to each as a “Party” and collectively herein as the “Parties.” Capitalized terms used here
April 13, 2020	EX-10.1	Securities Purchase Agreement, dated April 12, 2020, by and between the Company and Innoviva (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on April 13, 2020). EX-10.1 4 tm2015696d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 EXECUTION VERSION SECURITIES PURCHASE AGREEMENT BY AND BETWEEN ENTASIS THERAPEUTICS HOLDINGS INC. AND INNOVIVA, INC. Dated as of April 12, 2020 TABLE OF CONTENTS Article I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Construction 9 Article II PURCHASE AND SALE 10 Section 2.1 The Purchase and Sale 10 Section 2.2 First Closing 11 Secti
April 13, 2020	EX-10.3	Form of Investor Rights Agreement. EX-10.3 6 tm2015696d1ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 INVESTOR RIGHTS AGREEMENT This Investor Rights Agreement (this “Agreement”) is made and entered into as of April [●], 2020 by and between Entasis Therapeutics Holdings Inc., a Delaware corporation (the “Company”), and Innoviva, Inc., a Delaware corporation (the “Purchaser”), in connection with that certain Securities Purchase Agreement, dat
April 13, 2020	8-K	Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: April 12, 2020 (Date of earliest event reported) ENTASIS THERAPEUTICS HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-38670 82-4592913 (State or other jurisdiction of incorporation) (
March 23, 2020	SC 13D/A	ETTX / Entasis Therapeutics Holdings Inc. / Frazier Life Sciences Viii, L.p. - AMENDMENT NO. 2 TO SCHEDULE 13D Activist Investment Amendment No. 2 to Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* Entasis Therapeutics Holdings Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 293614 103 (CUSIP Number) Steve R. Bailey Frazier Healthcare Partners 601 Union Street, Suite 3200 Seattle, WA 98101 Telephone
March 11, 2020	EX-21.1	Subsidiaries of Entasis Therapeutics Holdings Inc. Exhibit 21.1 SUBSIDIARIES OF ENTASIS THERAPEUTICS HOLDINGS INC. Name Jurisdiction of Incorporation Entasis Therapeutics Inc. Delaware Entasis Therapeutics Limited United Kingdom Entasis Therapeutics Security Corporation Massachusetts Entasis Therapeutics (Ireland) Limited Ireland
March 11, 2020	10-K	the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 11, 2020; 10-K 1 ettx-20191231x10k.htm 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2019 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from t
March 11, 2020	EX-4.3	the description of our Common Stock contained in Exhibit 4.3 to our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 11, 2020, including any amendments or reports filed for the purposes of updating this description. Exhibit 4.3 DESCRIPTION OF SECURITIES The following description summarizes selected information regarding our capital stock, as well as relevant provisions of: (i) our amended and restated certificate of incorporation; (ii) our amended and restated bylaws; and (iii) the General Corporation Law of the State of Delaware, or the DGCL. The following summary is qualified in its entirety by, and should
March 11, 2020	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2020 ENTASIS THERAPEUTICS HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001‑38670 82‑4592913 (state or other jurisdiction of incorporation) (
March 11, 2020	EX-10.20	Non-Employee Director Compensation Policy EX-10.20 3 ettx-20191231ex10205b422.htm EX-10.20 Exhibit 10.20 ENTASIS THERAPEUTICS HOLDINGS INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Each member of the Board of Directors (the “Board”) of Entasis Therapeutics Holdings Inc. (the “Company”) who is not also serving as an employee of the Company or any of its subsidiaries (each such member, an “Eligible Director”) will receive the compensation
March 11, 2020	EX-99.1	Entasis Therapeutics Reports Full Year 2019 Financial Results and Business Update Exhibit 99.1 Entasis Therapeutics Reports Full Year 2019 Financial Results and Business Update WALTHAM, Mass., March 11, 2020 (GLOBE NEWSWIRE) – Entasis Therapeutics Holdings Inc. (NASDAQ: ETTX), a clinical-stage biopharmaceutical company focused on the discovery and development of novel antibacterial products, announced its full year 2019 financial results and business highlights. “2019 marked a
February 5, 2020	SC 13G/A	ETTX / Entasis Therapeutics Holdings Inc. / Novo A/S - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment Amendment No. 1 to Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Entasis Therapeutics Holdings Inc. (Name of Issuer) Common Stock (Title of class of securities) 293614 103 (CUSIP number) December 31, 2019 (Date of event which requires filing of this statement) Check the appropriate box
January 13, 2020	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2020 ENTASIS THERAPEUTICS HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-38670 82-4592913 (state or other jurisdiction of incorporation)
January 13, 2020	SC 13D/A	ETTX / Entasis Therapeutics Holdings Inc. / Frazier Life Sciences Viii, L.p. - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Entasis Therapeutics Holdings Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 293614 103 (CUSIP Number) Steve R. Bailey Frazier Healthcare Partners 601 Union Street, Suite 3200 Seattle, WA 98101 Telephone: (206) 621-7200 (Name,
November 14, 2019	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8‑K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2019 ENTASIS THERAPEUTICS HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001‑38670 82‑4592913 (state or other jurisdiction of incorporation
November 14, 2019	10-Q	ETTX / Entasis Therapeutics Holdings Inc. 10-Q - Quarterly Report - 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38670 Entasis Therapeutics Holdings Inc.
November 14, 2019	EX-99.1	Entasis Therapeutics Reports Third Quarter 2019 Financial Results and Provides Business Update Exhibit 99.1 Entasis Therapeutics Reports Third Quarter 2019 Financial Results and Provides Business Update WALTHAM, Mass., November 14, 2019 (GLOBE NEWSWIRE) – Entasis Therapeutics Holdings Inc. (NASDAQ: ETTX), a clinical-stage biopharmaceutical company focused on the discovery and development of novel antibacterial products, announced its third quarter financial results for the period ended Sept
October 21, 2019	424B5	$20,000,000 of Common Stock plus 104,167 Commitment Shares Common Stock 424B5 1 a2239905z424b5.htm 424B5 Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-234041 PROSPECTUS SUPPLEMENT (To Prospectus dated October 17, 2019) $20,000,000 of Common Stock plus 104,167 Commitment Shares Common Stock Pursuant to this prospectus supplement and the accompanying prospectus,
October 21, 2019	EX-4.1	Registration Rights Agreement, by and among the Company and Aspire Capital Fund, LLC (incorporated herein by reference to Exhibit 4.1 to Company’s Current Report on Form 8-K (File no. 001-38670), filed with the SEC on October 21, 2019). Exhibit 4.1 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 21, 2019, by and between ENTASIS THERAPEUTICS HOLDINGS INC., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shal
October 21, 2019	EX-10.1	Common Stock Purchase Agreement, by and between the Company and Aspire Capital Fund, LLC, dated October 21, 2019 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-38670), filed with the SEC on October 21, 2019). Exhibit 10.1 COMMON STOCK PURCHASE AGREEMENT COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of October 21, 2019 by and between ENTASIS THERAPEUTICS HOLDINGS INC., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof. WHER
October 21, 2019	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 a19-2051018k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 21, 2019 ENTASIS THERAPEUTICS HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-38670 82-4592913 (state or other jur
October 15, 2019	CORRESP	ETTX / Entasis Therapeutics Holdings Inc. CORRESP - - ENTASIS THERAPEUTICS HOLDINGS INC. 35 Gatehouse Drive Waltham, Massachusetts 02451 October 15, 2019 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: Gregory Dundas Re: Entasis Therapeutics Holdings Inc. Registration Statement on Form S-3, as amended (File No. 333-234041) Request for Acceleration of Effective Date Dear Mr. Dundas: Pursuant to Rule 461 of
October 2, 2019	S-3	ETTX / Entasis Therapeutics Holdings Inc. S-3 - - S-3 Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on October 2, 2019 Registration No.
October 2, 2019	EX-4.7	Form of Preferred Stock Warrant Agreement and Warrant Certificate. Exhibit 4.7 ENTASIS THERAPEUTICS HOLDINGS INC. AND , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF ENTASIS THERAPEUTICS HOLDINGS INC. FORM OF PREFERRED STOCK WARRANT AGREEMENT THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [·], between ENTASIS THERAPEUTICS HOLDINGS INC., a Delaware corporation (the “Company”), and [·], a [corporation] [national bank
October 2, 2019	EX-4.6	Form of Common Stock Warrant Agreement and Warrant Certificate. Exhibit 4.6 ENTASIS THERAPEUTICS HOLDINGS INC. AND , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF ENTASIS THERAPEUTICS HOLDINGS INC. FORM OF COMMON STOCK WARRANT AGREEMENT THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [·], between ENTASIS THERAPEUTICS HOLDINGS INC., a Delaware corporation (the “Company”), and [·], a [corporation] [national banking assoc
October 2, 2019	EX-4.8	Form of Debt Securities Warrant Agreement and Warrant Certificate. Exhibit 4.8 ENTASIS THERAPEUTICS HOLDINGS INC. AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF ENTASIS THERAPEUTICS HOLDINGS INC. FORM OF DEBT SECURITIES WARRANT AGREEMENT THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [·], between ENTASIS THERAPEUTICS HOLDINGS INC., a Delaware corporation (the “Company”), and [·], a [corporation] [national bank
October 2, 2019	EX-4.4	Form of Indenture, between the Company and one or more trustees to be named. EX-4.4 2 a2239789zex-44.htm EX-4.4 EXHIBIT 4.4 ENTASIS THERAPEUTICS HOLDINGS INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [·], 20 Debt Securities TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form
August 12, 2019	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8‑K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2019 ENTASIS THERAPEUTICS HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001‑38670 82‑4592913 (state or other jurisdiction of incorporation)
August 12, 2019	EX-99.1	Entasis Therapeutics Reports Second Quarter 2019 Financial Results and Provides Business Update Exhibit 99.1 Entasis Therapeutics Reports Second Quarter 2019 Financial Results and Provides Business Update WALTHAM, Mass., August 12, 2019 (GLOBE NEWSWIRE) – Entasis Therapeutics Holdings Inc. (NASDAQ: ETTX), a clinical-stage biopharmaceutical company focused on the discovery and development of novel antibacterial products, announced its second quarter financial results ended June 30, 2019 and p

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