UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 20-F/A

(Amendment No. 1)



(Mark One)



| | ☐ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIESEXCHANGE ACT OF 1934
| | - | ---------------------------------------------------------------------------------------------

OR



| | ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934For the fiscal year ended December 31, 2018
| | - | ------------------------------------------------------------------------------------------------------------------------------



OR



| | ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGEACT OF 1934For the transition period from _____ to _____.
| | - | -------------------------------------------------------------------------------------------------------------------------------------



OR



| | ☐ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934Date of event requiring this shell company report _____
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------



Commission file number: 001-38556



ENTERA BIO LTD.

(Exact name of Registrant as specified in
its charter)



State of Israel

(Jurisdiction of incorporation or organization)



Kiryat HadassahMinrav Building - Fifth Floor

Jerusalem, Israel

Tel: +972-2-532-7151

(Address of principal executive offices)



Dr. Phillip Schwartz, Chief Executive
Officer

Kiryat HadassahMinrav Building - Fifth Floor

Jerusalem, Israel

Tel: +972-2-532-7151

(Name, Telephone E-mail and/or Facsimile
number and Address of Company Contact Person)









Securities registered or to be registered
pursuant to Section 12(b) of the Act:



|Title of each class                                                                                                   | Name of each exchange on which registered
|--------------------------------------------------------------------------------------------------------------------- | -----------------------------------------
|Ordinary Shares, par value of NIS 0.0000769                                                                           | NASDAQ Capital Market                    
|Warrants, each warrant exercisable for 0.5 shares of Ordinary Shares at an exercise price of $8.4 per Ordinary Share. | NASDAQ Capital Market                    



Securities registered or to be registered
pursuant to Section 12(g) of the Act: None



Securities for which there is a reporting
obligation pursuant to Section 15(d) of the Act: None



Indicate the number of outstanding shares
of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.



11,459,780 Ordinary Shares, par value NIS
0.0000769 per share.



Indicate by check mark if the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.



☐
Yes  ☒ No



If this report is an annual or transition
report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.



☐
Yes  ☒ No



Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.



☒
Yes  ☐ No



Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post
such files).



☒
Yes  ☐ No







Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company (as defined in Rule 12b-2
of the Act).



|Large Accelerated Filer ☐ |  | Accelerated Filer ☐ | Non-Accelerated Filer ☒  
|------------------------- |  | ------------------- | -------------------------
|                          |  |                     | Emerging growth company ☒

Indicate by check mark which basis of accounting
the registrant has used to prepare the financial statements included in this filing:



|U.S. GAAP ☐ |  | International Financial Reporting Standards as issued by the International Accounting Standards Board ☒ |  | Other ☐
|----------- |  | ------------------------------------------------------------------------------------------------------- |  | -------



If “Other” has been checked
in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.



Item 17 ☐
 Item 18 ☐



If this is an annual report, indicate by
check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).



☐
Yes  ☒ No









Explanatory Note



This Amendment No. 1 (this “Amendment”)
to our annual report on Form 20-F for the fiscal year ended December 31, 2018 (the “Form 20-F”) filed on March 28,
2019 (the “Original Filing Date”), is being filed solely to replace Exhibit 4.28 with the attached Exhibit 4.28 to
reflect amendments to paragraph 4(a) of the Instructions as to Exhibits of Form 20-F, governing redaction of confidential information
in material contracts, which became effective as of April 2, 2019.



In addition, the Company is including in
this Amendment currently dated certifications from its Chief Executive Office and Chief Financial Officer pursuant to section 302
of the Sarbanes-Oxley Act of 2002 as Exhibits 12.1 and 12.2, respectively. Because no financial statements have been included in
this Form 20-F/A, paragraph 3 of the certifications have been omitted.



Except for the revised Exhibit, this Amendment
does not amend any other information set forth in the Form 20-F. This Amendment speaks as of the Original Filing Date, does not
reflect any events that may have occurred subsequent to the Original Filing Date, and does not modify or update in any way any
disclosures made in the Form 20-F.









ITEM 19. EXHIBITS



EXHIBIT INDEX



|EXHIBIT
        
        NUMBER | DESCRIPTION OF DOCUMENT                                                                                            
|------------------------------- | -------------------------------------------------------------------------------------------------------------------
|                                |                                                                                                                    
|4.28 *†                         | Research Collaboration and License Agreement, dated as of December 10, 2018, between Amgen Inc. and Entera Bio Ltd.
|12.1*                           | Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002                                            
|12.2*                           | Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002                                            



| | * | Filed herewith.
| | - | ---------------



| | † | Portions of this exhibit have been omitted because they
are both (i) not material and (ii) would likely cause competitive harm to the Company if publicly disclosed.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------











SIGNATURES



Entera Bio Ltd. hereby
certifies that it meets all of the requirements for filing on Form 20-F and this Amendment No. 1 thereto, and that it has duly
caused and authorized the undersigned to sign this Amendment No. 1 to the annual report on its behalf.



| | ENTERA BIO LTD. |                               
| | --------------- | ------------------------------
| |                 |                               
| | By:             | /s/ Phillip Schwartz          
| |                 | Dr. Phillip Schwartz          
| |                 | Title: Chief Executive Officer
| |                 | Date: April 17, 2019