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REDHILL BIOPHARMA LTD.
5,596,490 AMERICAN DEPOSITARY SHARES REPRESENTING 55,964,900,000 ORDINARY SHARES
This prospectus relates to resale from time to time by the selling shareholder identified in this prospectus (the “Selling Shareholder”), of up to 5,596,490 American Depositary Shares (“ADSs”), each ADS representing ten thousand (10,000) ordinary shares, par value NIS 0.01 per share (“Ordinary Shares”), or 55,964,900,000 ordinary shares in the aggregate, that may be issued by us to Alumni Capital LP (“Alumni” or the “Selling Shareholder”) pursuant to that certain Any Market Purchase Agreement, dated as of June 20, 2025, by and between us and Alumni (the “Any Market Purchase Agreement”), establishing a committed equity line of credit. Such ADSs include (i) up to 5,263,157 ADSs (the “AMPA ADSs”) that may be issued by the Company in connection with an equity line of credit, from time to time after the date of this prospectus, upon the terms and subject to the conditions in the Any Market Purchase Agreement, which may include up to 5,263,157 ADSs (the “Prefunded Warrant ADSs”) issuable to the Selling Shareholder upon exercise of prefunded warrants (the “Prefunded Warrants” and together with the AMPA ADSs and Prefunded Warrant ADSs, the “Purchase Notice Securities”) to purchase Ordinary Shares represented by ADSs that may be issued in lieu of ADSs, and (ii) up to 333,333 ADSs (the “Commitment Warrant ADSs”, and together with the AMPA ADSs and the Prefunded Warrant ADSs, the “Offered ADSs”) issuable to Alumni upon the exercise of that certain unregistered commitment warrant (the “Commitment Warrant”) to purchase Ordinary Shares represented by ADSs issued to Alumni as consideration for Alumni’s execution, delivery, and performance of the Any Market Purchase Agreement.
Under the Any Market Purchase Agreement, the Company has the right, but not the obligation, from time to time, at the Company’s discretion subject to the terms of the Any Market Purchase Agreement, to issue and sell to Alumni, and Alumni is obligated to purchase, ADSs for an aggregate purchase price of up to USD $10 million (the “Commitment Amount”), which would represent 5,263,157 ADSs based on the closing price of the ADSs on the Nasdaq Capital Market, LLC, or Nasdaq, on June 20, 2025, of USD $1.90 per ADS. The ADSs will be issued and sold to Alumni at a per ADS price equal to, at the election of the Company as specified in the relevant written notice from the Company to Alumni (the “Purchase Notice”), subject to the terms of the Any Market Purchase Agreement: (i) with respect the sales pursuant to the first Purchase Notice (the “Initial Purchase Notice”), which may be for a purchase price of up to USD $1,000,000, the lowest daily volume weighted average price (“VWAP”) of the ADSs during the five (5) consecutive business days immediately prior to the date of the Purchase Notice (each such date, a “Purchase Notice Date”) with respect to a Purchase Notice, multiplied by eighty-two (82%) (the “Initial Purchase Price”), (ii) the lowest daily VWAP of the ADSs during the five (5) consecutive business days immediately prior to the Purchase Notice Date with respect to a Purchase Notice (a “Regular Purchase Notice”), as determined by Alumni, multiplied by ninety percent (90%) (the “Regular Purchase Price”) or (iii) the lowest traded price of the ADSs on the Purchase Notice Date with respect to a Purchase Notice, as determined by Alumni, multiplied by ninety six percent (96%) (the “Forward Purchase Price”).
We are registering herein 5,263,157 AMPA ADSs, which would represent an aggregate purchase price of approximately USD $10 million based on the closing price of the ADSs on the Nasdaq Capital Market, LLC, or Nasdaq, on June 20, 2025, of USD $1.90 per ADS. The purchase price in each Purchase Notice will fluctuate based on the market price of the ADSs, and the Any Market Purchase Agreement does not provide a floor price. Accordingly, it is not possible at this stage to predict the number of ADSs that may ultimately be sold pursuant to the Any Market Purchase Agreement. Pursuant to the Any Market Purchase Agreement, in the event that we sell all of the AMPA ADSs registered herein, we will have to file one or more new registration statements to register resale of the additional ADSs, and such additional new registration statements shall be effective before we can obligate Alumni to purchase additional ADSs pursuant to the Any Market Purchase Agreement.
In addition, we may not affect any sales under the Any Market Purchase Agreement and Alumni shall not have any obligation to purchase ADSs under the Any Market Purchase Agreement (i) if those ADSs, when aggregated with all other ADSs then held or beneficially owned by the Selling Shareholder and its affiliates, would result in the Selling Shareholder and its affiliates holding or having beneficial ownership, at any single point in time, of more than 4.99% of the number of ADSs outstanding immediately after the issuance of Purchase Notice Securities issuable pursuant to a Purchase Notice, or (ii) where the issuance of such ADSs, when aggregated with all other ADSs and Ordinary Shares then held or beneficially owned by the Selling Shareholder and its affiliates, would result in the Selling Shareholder and its affiliates holding having beneficial ownership, at any single point in time, of more than 4.99% of the Company’s issued share capital or voting rights in it (unless and until the Company obtains the approval of its shareholders for the issuance of ADSs in excess of such amount), in either case subject to the option to issue Prefunded Warrants in lieu of AMPA ADSs with respect to the sales pursuant to the Initial Purchase Notice or any Regular Purchase Notice.
Due to the reasons above, we may not have access to the right to sell the full USD $10 million of ADSs under the Any Market Purchase Agreement to the Selling Shareholder. Please see “Selling Shareholder—Material Relationships with Selling Shareholder—Equity Line of Credit” for more information regarding the Any Market Purchase Agreement.
We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of the Offered ADSs by the Selling Shareholder. We will receive the exercise price of any Commitment Warrant or Prefunded Warrants exercised by the Selling Shareholder for cash. Any proceeds received by us from the exercise of the Commitment Warrant or Prefunded Warrants will be used for general corporate purposes. See “Plan of Distribution” for a description of the Any Market Purchase Agreement and “Selling Shareholder” for additional information regarding the Selling Shareholder.
The Selling Shareholder is identified in the table commencing on page 19. The Selling Shareholder is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the “Securities Act”), and any profits on the sales of shares of our ADSs by the Selling Shareholder and any discounts, commissions, or concessions received by the Selling Shareholder are deemed to be underwriting discounts and commissions under the Securities Act. The Selling Shareholder will pay or assume any discounts, commissions or concessions received by them except as set forth in the Any Market Purchase Agreement The Selling Shareholder may offer, sell or distribute all or a portion of the Offered ADSs hereby registered publicly or through private transactions at prevailing market prices or at negotiated prices. We will bear all costs, expenses and fees in connection with the registration of these Offered ADSs, including with regard to compliance with state securities or “blue sky” laws. The timing and amount of any sale are within the sole discretion of the Selling Shareholder. Although the Selling Shareholder is obligated to purchase our AMPA ADSs under the terms of the Any Market Purchase Agreement to the extent we choose to sell such AMPA ADSs to it (subject to certain conditions), there can be no assurances that the Selling Shareholder will sell any or all of the AMPA ADSs purchased under the Any Market Purchase Agreement, the Commitment Warrant ADSs or the Prefunded Warrant ADSs.
This prospectus describes the general manner in which the Offered ADSs may be offered and sold by the Selling Shareholder. If necessary, the specific manner in which the Offered ADSs may be offered and sold will be described in a supplement to this prospectus. Any such prospectus supplement may also add, update or change information in this prospectus. You should carefully read this prospectus and any applicable prospectus supplement carefully before you invest. For additional information on the methods of sale, you should refer to the section entitled “Plan of Distribution” in this prospectus.
The ADSs are listed on The Nasdaq Capital Market under the symbol “RDHL.” On July 1, 2025, the last reported sales price of the ADSs was $2.02 per ADS.
We are a “foreign private issuer” as defined under the federal securities laws and, as such, are subject to reduced public company reporting requirements. See “Prospectus Summary – Implications of Being a Foreign Private Issuer.”
Investing in the ADSs involves a high degree of risk. Please carefully consider the risks discussed in this prospectus under “Risk Factors” beginning on page 9 and the “Risk Factors” in “Item 3: Key Information - Risk Factors” of our most recent Annual Report on Form 20-F and under similar headings in other documents incorporated by reference in this prospectus and in any applicable prospectus supplement for a discussion of the factors you should consider carefully before deciding to purchase the ADSs.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is July 2, 2025
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