ETTX Entasis Therapeutics Holdings Inc

This statement is filed in connection with (check the appropriate box):

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:  ☐

Check the following box if the filing is a final amendment reporting the results of the transaction: ☒

This Amendment No. 2 (this “Amendment”) amends and supplements the Schedule 13E-3 Transaction Statement, filed with the Securities and Exchange Commission (the “SEC”) on June 7, 2022 and amended and supplemented by Amendment No. 1 (“Amendment No. 1”) filed with the SEC on June 17, 2022 (as amended or supplemented from time to time, the “Schedule 13E-3”), by Entasis Therapeutics Holdings Inc., a Delaware corporation (the “Company”), the issuer of the common stock that is the subject of the Rule 13e-3 transaction described below. The Schedule 13E-3 relates to the tender offer by Innoviva Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and a wholly owned subsidiary of Innoviva, Inc., a Delaware corporation (“Innoviva”), as disclosed in a Tender Offer Statement on Schedule TO, as amended and supplemented, filed by Innoviva and Merger Sub with the SEC on June 7, 2022 and amended on June 17, 2022, for Merger Sub to purchase all of the outstanding shares of the Company’s common stock, par value $0.001 per share (the “Shares”), at a price per Share equal to $2.20 in cash on the terms and subject to the conditions set forth in the Offer to Purchase (together with any amendments or supplements thereto, the “Offer to Purchase”), dated June 7, 2022 and supplemented on June 17, 2022, and in the related Letter of Transmittal. The information contained in the Offer to Purchase and the Schedule 14-9 is incorporated by reference herein and the responses to each item in this Amendment are qualified in their entirety by the information contained in the Offer to Purchase and the Company’s Schedule 14D-9 filed with the SEC on June 7, 2022 and amended and supplemented by Amendment No. 1 filed with the SEC on June 17, 2022 and further amended and supplemented by Amendment No. 2 filed with the SEC on July 1, 2022 (as amended or supplemented from time to time, the “Schedule 14D-9”).

Except as otherwise set forth below, the information set forth in the Schedule 13E-3, as amended by Amendment No. 1, remains unchanged and is incorporated by reference as relevant to the items in this Amendment. Capitalized terms used and not defined herein shall have the meanings given to such terms in the Schedule 13E-3. This Amendment is being filed to reflect certain updates as reflected below. Any information contained in the documents incorporated herein by reference shall be deemed modified or superseded for purposes of this Amendment to the extent that any information contained herein modifies or supersedes such information.

The filing of this Schedule shall not be construed as an admission by any filing person listed on the cover page hereto (each, a “Filing Person”), or by any affiliate of a Filing Person, that the Company is “controlled” by any other Filing Person, or that any other Filing Person is an “affiliate” of the Company within the meaning of Rule 13e-3 under Section 13(e) of the Exchange Act.

The following is hereby added as a subsection following the paragraph under Item 15(c) of the Schedule 13E-3:

“The information set forth in the Schedule 14D-9 under the heading “Item 8. Additional Information—Final Results of the Offer and Completion of the Merger” is incorporated herein by reference.”

The following exhibit is hereby added following Exhibit No. (a)(5)(E):

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.