RedHill Biopharma Ltd 6-K, filed May 19, 2025
RedHill Biopharma Ltd. (RDHL)
6-K
2025-05-19
For: 2025-05-19
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Added on
April 07, 2026
About this 6-K
RedHill Biopharma Ltd filed this 6-K on May 19, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of May 2025
Commission File No.:001-35773
Commission File No.:001-35773
REDHILL BIOPHARMA LTD.
(Translation of registrant’s name into English)
21 Ha'arba'a Street, Tel Aviv, 6473921, Israel
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
As previously announced, on March 29, 2024, RedHill Biopharma Ltd. (the “Company”) issued to certain investors (each, a “Holder” and collectively, the “Holders”) ordinary share purchase warrants
represented by American Depositary Shares (“ADS”) (the “Existing Warrants”). The offering of the ADSs representing ordinary shares issuable upon exercise of the Existing Warrants was registered pursuant to a registration statement on Form F-3 (File
No. 333-258259).
On May 14, 2025, pursuant to an inducement letter (the “Inducement Letter”) issued by the Company to the Holders, the Holders agreed to exercise for cash their Existing Warrants to purchase an
aggregate of 85,778 ADSs at an exercise price of $1.50 per ADS, reduced from a prior exercise price of $18.75 per ADS.
Following the warrant exercise, as of May 18, 2025, the company had 2,291,554 ADSs outstanding.
The description of the Inducement Letter as set forth in this Report of Foreign Private Issuer on Form 6-K is qualified in its entirety by reference to the full text of the document, which is
attached hereto as Exhibit 1.1.
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Exhibit No.
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Description
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This Form 6-K is hereby incorporated by reference into the Company's Registration Statements on Form S-8 filed with the Securities and Exchange Commission on May 2, 2013 (Registration No.
333-188286), on October 29, 2015 (Registration No. 333-207654), on July 25, 2017 (Registration No. 333-219441), on May 23, 2018 (Registration No. 333-225122), on July 24, 2019 (File No. 333-232776), on March 25, 2021 (File No. 333-254692), on May
3, 2021 (File No. 333-255710), on January 11, 2022 (File No. 333-262099), on June 27, 2022 (File No. 333-265845), on June 29, 2023 (File No. 333-273001), on June 20, 2024 (File No. 333-280327) and on March 25, 2025 (File No. 333-286082), and its
Registration Statements on Form F-3 filed with the Securities and Exchange Commission on March 30, 2021 (File No. 333-254848), on August 4, 2023 (File No. 333-273709), on October 13, 2023 (File No. 333-274957), as amended, and on August 9, 2024
(File No. 333-281417).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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REDHILL BIOPHARMA LTD.
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(the "Registrant")
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Date: May 19, 2025
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By:
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/s/ Dror Ben-Asher
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Name:
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Dror Ben-Asher
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Title:
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Chief Executive Officer
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Exhibit 1.1
May 14, 2025
[_______________]
Re: Reprice of Ordinary Share Purchase Warrants
Dear Sirs/Madams:
Redhill Biopharma Ltd. (the “Company”) is pleased to offer to you (the “Holder”) the opportunity to receive a reduction in the Exercise Price of the warrants to
purchase ordinary shares represented by ADS issued to you on April 3, 2024 with respect to [_____] ADSs, each representing 10,000 Ordinary Shares of the Company (the “Existing Warrants”), as set forth on the signature page hereto and currently
held by you in consideration for the exercise of the Existing Warrants. The offering of the ADSs representing ordinary shares issuable upon exercise of the Existing Warrants (the “Existing Warrant ADSs”) was registered pursuant to a
registration statement on Form F-3 (File Nos. 333-258259) (the “Registration Statement”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Existing Warrants.
The Company desires to reduce the Exercise Price of the Existing Warrants to $1.50 per ADS (the “Reduced Exercise Price”). The Holder may accept this offer by signing this
letter below, with such acceptance constituting the Holder’s exercise of all of its Existing Warrants and as set forth on the Holder's signature page attached hereto for an aggregate exercise price as set forth on the Holder’s signature page hereto
(the “Aggregate Exercise Price”).
If this offer is accepted and this letter agreement is executed and delivered to the Company, the Company shall file a Current Report on Form 6-K with the Securities and Exchange
Commission disclosing all material terms of the transactions contemplated hereunder, including this letter agreement as an exhibit thereto with the Commission.
Except as set forth herein, the terms of the Existing Warrants, including but not limited to the obligations to deliver the Existing Warrant ADSs, shall remain in effect as if the
acceptance of this offer was a formal exercise notice under the Existing Warrants.
The Holder hereby represents that (i) it is not, and at the closing of the transactions contemplated by this letter agreement will not be, a party to any agreement or
arrangement, whether written or oral, with any of the Company's shareholders or warrant holders, including with any entity in which Company shareholders or warrant holders are a 5% holder, relating to the management of the Company, shareholder rights
in the Company and/or the transfer of ADSs or other securities in the Company, including any voting agreements, shareholder agreements or any other similar agreement even if its title is different, or has any other arrangements or agreements with any
of the Company's shareholders, directors or officers and (ii) the number of ADSs and warrants to acquire ADSs held by the Holder on the date hereof is set forth on the signature page of this letter agreement.
This letter agreement shall be governed by the laws of the State of New York without regard to the principles of conflicts of law thereof.
To accept this offer and to provide written consent to reduce the Exercise Prices of the Existing Warrants, Holder
must counter execute this letter agreement and return the fully executed letter agreement to the Company at e-mail: [___________], attention: Razi Ingber.
Please do not hesitate to call me if you have any questions.
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Sincerely yours,
REDHILL BIOPHARMA LTD.
By: _______________________
Name:
Title:
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Accepted and Agreed to:
Name of Holder:
Signature of Authorized Signatory of Holder: _________________________________
Name of Authorized Signatory: _______________________________________________
Title of Authorized Signatory: ________________________________________________
Existing Warrant ADSs being exercised:
Aggregate Exercise Price of the Existing Warrants at the Reduced Exercise Price being exercised contemporaneously with signing this letter:
Current Holdings of ADSs as of the date hereof: ____________________
Current Holdings of Warrants as of the date hereof: _______________
DTC Instructions:
The Existing Warrant ADSs shall be delivered to the following DWAC Account Number:
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Broker Name:
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Broker DTC DWAC #:
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Broker Contact:
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Account #:
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