RedHill Biopharma Ltd 6-K, filed Aug 17, 2023
RedHill Biopharma Ltd. (RDHL)
About this 6-K
RedHill Biopharma Ltd filed this 6-K on August 17, 2023.
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 August 2023
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 ☐
Indicate by check mark if the Registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____
Indicate by check mark if the Registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____
Attached hereto and incorporated by reference herein are the following:
Exhibit 99.1: Registrant's press release entitled “RedHill Biopharma Provides H1/23 Financial Results and Operational Highlights”.
Exhibit 99.2: Registrant’s condensed consolidated interim unaudited financial information as of June 30, 2023, and for the six months then ended.
Exhibits 99.1 (solely with respect to “Financial results for the six months ended June 30, 2023 (unaudited)”, “Business Updates”, “Commercial Highlights”, “R&D Highlights”, “Condensed Consolidated Interim Statements of Comprehensive Loss”, “Condensed Consolidated Interim Statements of Financial Position”, “Condensed Consolidated Interim Statements of Cash Flows”) and 99.2 to this Report on Form 6-K 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) and on June 29, 2023 (File No. 333-273001) and its Registration Statements on Form F-3 filed with the Securities and Exchange Commission on March 30, 2021 (File No. 333-254848), on July 29, 2021 (File No. 333-258259) and on August 4, 2023 (File No. 333-273709).
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.
| REDHILL BIOPHARMA LTD. |
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| (the "Registrant") |
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Date: August 17, 2023 | By: | /s/ Dror Ben-Asher |
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| Name: | Dror Ben-Asher | |
| Title: | Chief Executive Officer | |
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Press Release
RedHill Biopharma Provides H1/23 Financial Results and Operational Highlights
RHB-107 included in the U.S. Department of Defense-supported ACESO PROTECT multinational platform trial for early COVID-19 outpatient treatment; The 300-patient Phase 2 study received FDA clearance and is estimated to be completed by the end of 2024
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Opaganib awarded a further $1.7 million in U.S. government medical countermeasure (MCM) development funding – additional to the multimillion dollar-valued National Institutes of Health’s Radiation and Nuclear Countermeasures Program (RNCP) product development contract for gastrointestinal acute radiation syndrome (GI-ARS)
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Following the divestiture of Movantik and the ongoing commercial and financial streamlining, the Company is debt-free, with a significantly reduced cost-base
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H1/23 Talicia net revenues of $5.1 million; Cash balance of $16.3 million as of June 30, 20231
TEL AVIV, ISRAEL & RALEIGH, N.C., August 17, 2023 /PRNewswire/ -- RedHill Biopharma Ltd. (Nasdaq: RDHL) (“RedHill” or the “Company”), a specialty biopharmaceutical company, today provided first half, 2023, financial results and operational highlights.
Dror Ben-Asher, RedHill’s Chief Executive Officer, said: “RedHill has delivered significant achievements in the first half of 2023. We are now debt-free with a significantly reduced cost-base. Our two lead R&D candidates, RHB-107 and opaganib, are progressing their development in outpatient COVID-19 and Acute Radiation Syndrome, respectively, both supported extensively by U.S. government funding. Additionally, we are in active discussions with multiple parties regarding potential divestment of certain RedHill assets, in order to further strengthen our balance sheet and enhance our focus.”
Financial results for the six months ended June 30, 2023 (Unaudited)2
Net Revenues for the six months ended June 30, 2023, were $5.4 million, as compared to $31.5 million for the six months ended June 30, 2022. The decrease was primarily attributable to the divestiture of Movantik, resulting in the discontinuation of revenue recognition from this product starting from February 2, 2023. Talicia net revenues for the six months ended June 30, 2023, were $5.1 million, as compared to $4 million for the six months ended June 30, 2022, primarily due to an increase of 10% in units sold.
Cost of Revenues for the six months ended June 30, 2023, was $2.4 million, as compared to $15.3 million for the six months ended June 30, 2022. This decrease was primarily attributable to the divestiture of Movantik. As a result of this divestiture, both the recognition of revenues and the associated cost of revenues for this product were discontinued starting from February 2, 2023. Additionally, the amortization of the intangible asset related to Movantik was also discontinued as of that date.
Gross Profit for the six months ended June 30, 2023, was $3 million, as compared to $16.2 million for the six months ended June 30, 2022, in line with the decrease in Net Revenues and Cost of Revenues as explained above and primarily attributable to the divestiture of Movantik.
Research and Development Expenses for the six months ended June 30, 2023, were $2.3 million, as compared to $4.5 million for the six months ended June 30, 2022. The decrease is attributable to completion of clinical trials related to COVID-19 and ongoing cost-reduction measures.
Selling, Marketing and General and Administrative Expenses for the six months ended June 30, 2023, were $19 million, as compared to $37.4 million for the six months ended June 30, 2022. The difference was primarily attributable to the ongoing cost-reduction measures.
Other Income for the six months ended June 30, 2023, was $43 million, as compared to no other income recognized for the six months ended June 30, 2022. The other income was comprised of (i) $35.5 million from the divestiture of Movantik, calculated as the difference between the fair value of the rights and the carrying amount of this asset; and (ii) $7.5 million from transitional services fees provided to the buyer of Movantik.
Operating Income for the six months ended June 30, 2023, was $24.7 million, as compared to an operating loss of $25.8 million for the six months ended June 30, 2022, primarily attributable to the changes resulting from the divestiture of Movantik, as detailed above.
Financial Income, net for the six months ended June 30, 2023, was $26.3 million, as compared to Financial Expenses, net of $6.5 million for the six months ended June 30, 2022. The income recognized in the six months ended June 30, 2023, was primarily attributable to gain resulting from the extinguishment of the HCR Collateral Management LLC (“HCR”) debt in exchange for the transfer of rights to Movantik, calculated as the difference between the carrying amount of the financial liability and the fair value of the rights transferred.
Net Income for the six months ended June 30, 2023, was $51 million, as compared to Net Loss of $32.2 million for the six months ended June 30, 2022, primarily attributable to the changes resulting from the sale of Movantik, as detailed above.
Total Assets as of June 30, 2023, were $35 million, as compared to $158.9 million as of December 31, 2022. The decrease was primarily attributable to the divestiture of Movantik, resulting in the transfer of the rights to Movantik, as well as to a significant decrease in the Trade Receivables balance (attributed to the fact that the receivables as of December 31, 2022, were primarily associated with Movantik).
Total Liabilities as of June 30, 2023, were $31.6 million, as compared to $207.3 million as of December 31, 2022. The decrease was primarily attributable to the extinguishment of HCR debt in exchange for the transfer of Movantik rights, assumption of certain liabilities by HCR, and payments made towards pre-closing liabilities related to Movantik. Remaining pre-closing liabilities related to Movantik as of June 30, 2023, are estimated at $14.9 million.
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Net Cash Used in Operating Activities for the six months ended June 30, 2023, was $17.8 million, as compared to $20.7 million for the six months ended June 30, 2022. The difference was primarily attributable to the ongoing cost reductions. In the six months ended June 30, 2023, the cash used in operating activities was primarily directed towards settling pre-closing liabilities related to Movantik.
Net Cash Provided by Financing Activities for the six months ended June 30, 2023, was $4.8 million, comprised primarily from the net proceeds from the offering completed on April 3, 2023, and the decrease in restricted cash, partially offset by repayment of payables in respect of intangible asset purchase.
Cash Balance as of June 30, 2023, was $16.3 million1.
Business updates
On July 31, 2023, the Company announced that RHB-107 (upamostat)3 had been accepted for inclusion in the 300-patient U.S. Department of Defense-supported Austere environments Consortium for Enhanced Sepsis Outcomes' (ACESO) PROTECT multinational platform trial for early COVID-19 outpatient treatment to be conducted in the U.S., Thailand, Ivory Coast and South Africa.
On July 21, 2023, the Company announced that opaganib4 had been awarded a further $1.7 million in U.S. government funding, via a Small Business Innovation Research (SBIR) grant to the Company’s development partner, Apogee Biotechnology Corporation (“Apogee”). This SBIR grant will support research to further the development of opaganib as a medical countermeasure (MCM) for gastrointestinal acute radiation syndrome (GI-ARS). This grant is in addition and complementary to the multimillion dollar-valued NIH’s Radiation and Nuclear Countermeasures Program (RNCP) product pipeline development contract awarded to opaganib following its selection by the RNCP for ARS development, announced on February 28, 2023.
On July 25, 2023, the Company closed a $3.8 million registered direct offering for the purchase and sale of 1,301,923 of the Company's American Depositary Shares ("ADSs") (or ADS equivalents), each ADS representing four hundred (400) ordinary shares, at a purchase price of $1.35 per ADS (or ADS equivalent). Pursuant to a warrant exercise and reload agreement, dated July 21, 2023, with a certain holder holding Series A warrants to purchase up to an aggregate of 1,500,000 ADSs and Series B warrants to purchase up to an aggregate of 1,500,000 ADSs previously issued in March 2023, such holder exercised its Series A warrants in full at a reduced exercised price of $1.35 per ADS, in exchange for new unregistered warrants to purchase up to an aggregate of 1,500,000 ADSs at an exercise price of $1.80 per ADS and an expiration date of April 3, 2028, and a reduction in the exercise price of the Series B warrants to $1.80 per ADS. The Company had also agreed to amend (i) certain existing warrants to purchase up to an aggregate of 330,106 ADSs at an exercise price of $4.75 per ADS and (ii) certain existing warrants to purchase up to an aggregate of 971,817 ADSs at an exercise price of $4.6305 per ADS, so that the amended warrants have a reduced exercise price of $1.80 per ADS effective upon the closing of the registered direct offering.
On May 9, 2023, the Company received a written notification from the Nasdaq Stock Market LLC (“Nasdaq”), indicating that the Company is not in compliance with the minimum Market Value of Publicly Held Shares (“MVPHS”) set forth in the Nasdaq Rules for continued Nasdaq listing. Nasdaq Listing Rule 5450(b)(3)(C) requires companies to maintain a minimum MVPHS of $15 million, and Listing Rule 5810(c)(3)(D) provides that a failure to meet the MVPHS requirement exists if the deficiency continues for a period of 30 consecutive business days. Pursuant to Nasdaq Listing Rule 5810(c)(3)(D), the Company has a compliance period of 180 calendar days
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(or until November 6, 2023) to regain compliance. If at any time during this compliance period the Company’s MVPHS closes at US$15 million or more for a minimum of ten consecutive business days, Nasdaq will notify the Company that it has achieved compliance with the MVPHS requirement, and the MVPHS matter will be closed. In the event the Company does not regain compliance with Rule 5450(b)(3)(C) prior to the expiration of the compliance period, it will receive written notification that its securities are subject to delisting. Alternatively, the Company may consider applying to transfer its securities to the Nasdaq Capital Market. This notification does not impact the listing and trading of the Company’s securities at this time.
On April 3, 2023, the Company closed a $6 million registered direct offering for the purchase and sale of 1,500,000 of the ADSs (or ADS equivalents), Series A warrants to purchase up to an aggregate of 1,500,000 ADSs and Series B warrants to purchase up to an aggregate of 1,500,000 ADSs. The Series A warrants had an exercise price of $4.75 per ADS, which was subsequently reduced to $1.35 per ADS as discussed above, were exercisable immediately and had a term of five years following issuance, and the Series B warrants had an exercise price of $4.00 per ADS, which was subsequently reduced to $1.80 per ADS as discussed above, are exercisable immediately and have a term of nine months following issuance. 811,000 ADSs underlying pre-funded warrants purchased at the registered direct offering were exercised following the closing of the offering. The Company recognized $1.1 million as a financial expense in the second quarter of 2023 due to the difference between the fair value of the warrants arising from the registered direct offering to the transaction price.
As of August 15, 2023, the Company had 5,854,528 ADSs outstanding.
On February 6, 2023, the Company announced the extinguishment of all RedHill’s debt obligations (including all principal, interest, revenue interest, prepayment premiums and exit fees) under the Credit Agreement between RedHill’s U.S. subsidiary, RedHill Biopharma Inc., and HCR, announced February 25, 2020, as amended, in exchange for the transfer of its rights in Movantik® (naloxegol) to Movantik Acquisition Co., an affiliate of HCR. HCR assumed substantially all post-closing liabilities, and RedHill retained substantially all pre-closing liabilities relating to Movantik. As part of the parties’ arrangement, and to ensure continuous patient care, RedHill provides HCR with transition services for up to 12 months, paid for by HCR. HCR will retain security interests in certain RedHill assets until substantially all pre-closing liabilities relating to Movantik have been paid or other specific conditions are met.
RedHill continues its litigation against Kukbo Co. Ltd. (“Kukbo”) which was filed on September 2022 as a result of Kukbo’s default in delivering to RedHill a total of $6.5 million under the Subscription Agreement, dated October 25, 2021, and the Exclusive License Agreement, dated March 14, 2022. Following a recent decision denying RedHill’s motion to reargue while otherwise correcting the misapprehension that was the basis for the motion, the parties continue to proceed with discovery and RedHill plans to continue to rigorously pursue the Kukbo litigation.
RedHill is actively pursuing, and in discussions with multiple parties, regarding strategic business development transactions, including potential divestment of certain RedHill assets.
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Commercial Highlights
Talicia® (omeprazole magnesium, amoxicillin and rifabutin)5
| ● | H1/23 saw Talicia recording net revenues of $5.1 million, maintaining its place as the leading prescribed branded H. pylori therapy by U.S. gastroenterologists6. |
| ● | On August 1, 2023, the Company announced that its partner, Gaelan Medical LLC ("Gaelan Medical"), a wholly owned subsidiary of the Ghassan Aboud Group (GAG), had received marketing approval from the United Arab Emirates (UAE) Ministry of Health for Talicia and that Gaelen had placed an initial Talicia order and were commencing commercialization activities. |
| ● | On May 9, 2023, the Company announced new Talicia PBPK modeling data, published in AP&T Journal7, showing that generically substituted regimens are non-bioequivalent to Talicia. Separately, new Talicia PBPK modeling data, presented at Digestive Diseases Week (DDW) 2023, supports bioequivalence between TID and Q8H dosing regimens for Helicobacter pylori (H. pylori) eradication therapy; TID dosing is thought to promote patient adherence without impacting efficacy. |
| ● | Total Talicia coverage stood at more than 202 million American lives as of June 30, 2023, with 7 out of 10 commercial lives covered8. |
Movantik® (naloxegol)9
| ● | Following the sale of Movantik to Movantik Acquisition Co., an affiliate of HCR, and to ensure continuous patient care, RedHill continues to and will provide HCR with transition services for up to 12 months, paid for by HCR. |
R&D Highlights
Opaganib (ABC294640) – A novel broad-acting, host-directed oral small molecule capsule targeting radioprotection, COVID-19, other viruses as part of a pandemic preparedness approach, inflammatory and oncology indications.
Nuclear Medical Countermeasures (Acute Radiation Syndrome):
| ● | On July 21, 2023, the Company announced that opaganib had been awarded a further $1.7 million in U.S. government funding, via a SBIR grant to the Company’s development partner, Apogee. This SBIR grant will support research to further the development of opaganib as a medical countermeasure (MCM) for gastrointestinal acute radiation syndrome (GI-ARS). This grant is in addition and complementary to the multimillion dollar-valued RNCP product pipeline development contract awarded to opaganib following its selection by the RNCP for ARS development, announced on February 28, 2023. |
| ● | On February 28, 2023, the Company announced that the RNCP, of the National Institute of Allergy and Infectious Diseases, part of the National Institutes of Health, has selected opaganib for the nuclear medical countermeasures product development pipeline as a potential treatment for Acute Radiation Syndrome (ARS). As part of this collaboration, contractors directed and supported by the RNCP will undertake studies, designed in collaboration with RedHill, to test opaganib in established ARS models. This announcement followed the February 15, 2023, announcement that the FDA provided guidance on the use of the Animal Rule for opaganib’s developmental pathway for Acute Radiation Syndrome (ARS), utilizing pivotal animal model efficacy studies instead of human clinical trials. Sponsors of approved medical countermeasures are eligible for a Priority Review Voucher. These announcements followed |
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| publication of data from eight U.S. government-funded in vivo studies, and additional experiments, indicating that opaganib was associated with10: |
| o | Protection of normal tissue, including gastrointestinal, from radiation damage due to ionizing radiation exposure or cancer radiotherapy. |
| o | Improvement of antitumor activity, response to chemoradiation, and enhancement of tolerability and survival. |
| ● | Additional collaboration discussions with the U.S. and other governments are ongoing. |
Pandemic preparedness and oncology:
| ● | Preclinical development of opaganib, in collaboration with the U.S. Army and NIAID, for various antiviral indications is ongoing. |
| ● | On May 1, 2023, the Company announced that the U.S. Patent and Trademark Office (USPTO) had granted a new patent for opaganib in respect to combination compositions for treatment of cancer, extending protection to October 2036. |
RHB-107 (upamostat) – A novel broad-acting, host-directed oral antiviral targeting COVID-19, other viruses as part of a pandemic preparedness approach, inflammatory and oncology indications.
Outpatient treatment of COVID-19:
| ● | On July 31, 2023, the Company announced that RHB-107 (upamostat) had been accepted for inclusion in the U.S. Department of Defense-supported Austere environments Consortium for Enhanced Sepsis Outcomes' (ACESO) PROTECT multinational platform trial for early COVID-19 outpatient treatment to be conducted in the U.S., Thailand, Ivory Coast and South Africa. The 300-patient Phase 2 study has received FDA clearance to start and is estimated to be completed by the end of 2024. |
| ● | On January 3, 2023, the Company announced publication of positive data from a Phase 2 study of once-daily oral investigational RHB-107 (upamostat) in non-hospitalized symptomatic COVID-19 patients, in the peer-reviewed International Journal of Infectious Diseases11. The study showed that RHB-107 successfully met the primary endpoint of safety and tolerability and delivered promising efficacy results, despite the small number of patients in each treatment group, including faster recovery from severe COVID-19 symptoms and 100% reduction in hospitalization due to COVID-19. |
| ● | Discussions are ongoing for external non-dilutive funding for additional late-stage COVID-19 clinical development. |
Pandemic preparedness / additional viral indications:
| ● | RHB-107 is also the subject of several cooperative research projects with government and non-government bodies, evaluating RHB-107 against multiple viral targets, including influenza and Ebola (amongst others). |
RHB-102 (BEKINDA)12 – Oncology Support
| ● | On May 1, 2023, the Company announced that the European Patent Office granted RHB-102 (BEKINDA), a 24-hr bimodal release, once-daily oral tablet formulation of ondansetron, a patent covering antiemetic extended-release solid dosage forms for the prevention of nausea and vomiting (CINV/RINV). The patent provides the potential for UK and EU protection of RHB-102 to March 2034. |
| ● | On February 16, 2023, the Company announced that it held a positive pre-Marketing Authorisation Application meeting with the UK Medicines & Healthcare products Regulatory Agency (MHRA) with regard to seeking marketing approval for RHB-102 (BEKINDA) for oncology support (management of |
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| nausea and vomiting induced by cytotoxic chemotherapy and radiotherapy, also referred to as CINV and RINV). |
RHB-20413 - Pulmonary Nontuberculous Mycobacteria (NTM) Disease
| ● | On May 22, 2023, the Company announced the termination of RHB-204's U.S. Phase 3 study for non-tuberculosis mycobacteria (NTM) disease due to a very low accrual rate. |
About RedHill Biopharma
RedHill Biopharma Ltd. (Nasdaq: RDHL) is a specialty biopharmaceutical company primarily focused on gastrointestinal and infectious diseases. RedHill promotes the gastrointestinal drugs Talicia®, for the treatment of Helicobacter pylori (H. pylori) infection in adults, and Aemcolo®, for the treatment of travelers’ diarrhea in adults14. RedHill’s key clinical late-stage development programs include: (i) opaganib (ABC294640), a first-in-class oral broad-acting, host-directed SPHK2 selective inhibitor with potential for pandemic preparedness, targeting multiple indications with a U.S. Government collaboration for development for Acute Radiation Syndrome (ARS), a Phase 2/3 program for hospitalized COVID-19, and a Phase 2 program in oncology; (ii) RHB-107 (upamostat), an oral broad-acting, host-directed, serine protease inhibitor with potential for pandemic preparedness is in late-stage development as a treatment for non-hospitalized symptomatic COVID-19, and is also targeting multiple other cancer and inflammatory gastrointestinal diseases; (iii) RHB-102, with potential UK submission for chemotherapy and radiotherapy induced nausea and vomiting, positive results from a Phase 3 study for acute gastroenteritis and gastritis and positive results from a Phase 2 study for IBS-D; (iv) RHB-104, with positive results from a first Phase 3 study for Crohn's disease; and (v) RHB-204, a Phase 3-stage program for pulmonary nontuberculous mycobacteria (NTM) disease.
More information about the Company is available at: www.redhillbio.com / twitter.com/RedHillBio.
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Forward Looking Statements
This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements, including, but not limited to, statements regarding the intended use of net proceeds therefrom, may be preceded by the words "intends," "may," "will," "plans," "expects," "anticipates," "projects," "predicts," "estimates," "aims," "believes," "hopes," "potential" or similar words and include statements regarding anticipated the addition of new revenue generating products, out-licensing of the Company’s development pipeline assets, timing of opaganib’s development for Acute Radiation Syndrome, non-dilutive development funding from RHB-107 and its inclusion in a key platform study. Forward-looking statements are based on certain assumptions and are subject to various known and unknown risks and uncertainties, many of which are beyond the Company’s control and cannot be predicted or quantified, and consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, without limitation, market and other conditions, the risk that the addition of new revenue generating products or out-licensing transactions will not occur; the risk that acceptance onto the RNCP Product Development Pipeline will not guarantee ongoing development or that any such development will not be completed or successful; the risk that the FDA does not agree with the Company’s proposed development plans for opaganib for any indication, the risk that observations from preclinical studies are not indicative or predictive of results in clinical trials; the risk that the FDA pre-study requirements will not be met and/or that the Phase 3 study of RHB-107 in COVID-19 outpatients will not be approved to commence or if approved, will not be completed or, should that be the case, that we will not be successful in obtaining alternative non-dilutive development funding for RHB-107, the risk that HB-107’s late-stage development for non-hospitalized COVID-19 will not benefit from the resources redirected from the terminated RHB-204 Phase 3 study, that the Phase 2/3 COVID-19 study for RHB-107 may not be successful and, even if successful, such studies and results may not be sufficient for regulatory applications, including emergency use or marketing applications, and that additional COVID-19 studies for opaganib and RHB-107 are likely to be required, as well as risks and uncertainties associated with the risk that the Company will not successfully commercialize its products; as well as risks and uncertainties associated with (i) the initiation, timing, progress and results of the Company's research, manufacturing, pre-clinical studies, clinical trials, and other therapeutic candidate development efforts, and the timing of the commercial launch of its commercial products and ones it may acquire or develop in the future; (ii) the Company's ability to advance its therapeutic candidates into clinical trials or to successfully complete its pre-clinical studies or clinical trials or the development of a commercial companion diagnostic for the detection of MAP; (iii) the extent and number and type of additional studies that the Company may be required to conduct and the Company's receipt of regulatory approvals for its therapeutic candidates, and the timing of other regulatory filings, approvals and feedback; (iv) the manufacturing, clinical development, commercialization, and market acceptance of the Company's therapeutic candidates and Talicia®; (v) the Company's ability to successfully commercialize and promote Talicia® and Aemcolo®; (vi) the Company's ability to establish and maintain corporate collaborations; (vii) the Company's ability to acquire products approved for marketing in the U.S. that achieve commercial success and build its own marketing and commercialization capabilities; (viii) the interpretation of the properties and characteristics of the Company's therapeutic candidates and the results obtained with its therapeutic candidates in research, pre-clinical studies or clinical trials; (ix) the implementation of the Company's business model, strategic plans for its business and therapeutic candidates; (x) the scope of protection the Company is able to establish and maintain for intellectual property rights covering its therapeutic candidates and its ability to operate its business without infringing the intellectual property rights of others; (xi) parties from whom the Company licenses its intellectual property defaulting in their obligations to the Company; (xii) estimates of the Company's expenses, future revenues, capital requirements and needs for additional financing; (xiii) the effect of patients suffering adverse experiences using investigative drugs under the Company's Expanded Access Program; (xiv) competition from other companies and technologies within
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the Company's industry; and (xv) the hiring and employment commencement date of executive managers. More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company's filings with the Securities and Exchange Commission (SEC), including the Company's Annual Report on Form 20-F filed with the SEC on April 28, 2023. All forward-looking statements included in this press release are made only as of the date of this press release. The Company assumes no obligation to update any written or oral forward-looking statement, whether as a result of new information, future events or otherwise unless required by law.
Company contact:
Adi Frish
Chief Corporate & Business Development Officer
RedHill Biopharma
+972-54-6543-112
adi@redhillbio.com
Category: Financials
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REDHILL BIOPHARMA LTD.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
| | Six Months Ended | ||
| | June 30, | ||
|
| 2023 |
| 2022 |
| | U.S. dollars in thousands | ||
NET REVENUES | | 5,395 | | 31,450 |
COST OF REVENUES | | 2,418 | | 15,288 |
GROSS PROFIT | | 2,977 | | 16,162 |
RESEARCH AND DEVELOPMENT EXPENSES | | 2,331 | | 4,534 |
SELLING AND MARKETING EXPENSES | | 9,632 | | 21,833 |
GENERAL AND ADMINISTRATIVE EXPENSES | | 9,335 | | 15,583 |
OTHER INCOME | | (42,993) | | — |
OPERATING INCOME (LOSS) | | 24,672 | | (25,788) |
FINANCIAL INCOME | | 28,677 | | 1,672 |
FINANCIAL EXPENSES | | 2,347 | | 8,123 |
FINANCIAL INCOME (EXPENSES), net | | 26,330 | | (6,451) |
INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) FOR THE PERIOD | | 51,002 | | (32,239) |
EARNINGS (LOSS) PER ORDINARY SHARE, basic and diluted (U.S. dollars) | | 0.04 | | (0.06) |
WEIGHTED AVERAGE OF ORDINARY SHARE (in thousands) | | 1,277,931 | | 546,616 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
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REDHILL BIOPHARMA LTD.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION
(Unaudited)
| | June 30, | | December 31, |
|
| 2023 |
| 2022 |
| | U.S. dollars in thousands | ||
CURRENT ASSETS: | | | | |
Cash and cash equivalents | | 6,996 | | 19,968 |
Bank deposits | | 18 | | 15 |
Restricted cash | | 9,140 | | 16,000 |
Trade receivables | | 2,903 | | 34,521 |
Prepaid expenses and other receivables | | 3,050 | | 4,387 |
Inventory | | 4,939 | | 11,009 |
| | 27,046 | | 85,900 |
NON-CURRENT ASSETS: | |
| |
|
Restricted cash | | 144 | | 150 |
Fixed assets | | 244 | | 502 |
Right-of-use assets | | 2,010 | | 6,692 |
Intangible assets | | 5,593 | | 65,626 |
| | 7,991 | | 72,970 |
TOTAL ASSETS | | 35,037 | | 158,870 |
| | | | |
| | | | |
CURRENT LIABILITIES: | |
| |
|
Account payable | | 3,112 | | 4,230 |
Lease liabilities | | 1,290 | | 1,032 |
Allowance for deductions from revenue | | 16,384 | | 47,870 |
Accrued expenses and other current liabilities | | 7,401 | | 17,949 |
Borrowing | | — | | 115,216 |
Payable in respect of intangible assets purchase | | — | | 11,157 |
| | 28,187 | | 197,454 |
| | | | |
NON-CURRENT LIABILITIES: | |
| |
|
Lease liabilities | | 994 | | 6,443 |
Derivative financial instruments | | 1,635 | | 2,623 |
Royalty obligation | | 750 | | 750 |
| | 3,379 | | 9,816 |
TOTAL LIABILITIES | | 31,566 | | 207,270 |
| | | | |
EQUITY (Capital Deficiency): | |
| |
|
Ordinary shares | | 4,620 | | 2,835 |
Additional paid-in capital | | 380,860 | | 382,625 |
Accumulated deficit | | (382,009) | | (433,860) |
TOTAL EQUITY (Capital Deficiency) | | 3,471 | | (48,400) |
TOTAL LIABILITIES AND EQUITY (Capital Deficiency) | | 35,037 | | 158,870 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
11
REDHILL BIOPHARMA LTD.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
(Unaudited)
|
| Six Months Ended | ||
| | June 30, | ||
| | 2023 |
| 2022 |
| | U.S. dollars in thousands | ||
OPERATING ACTIVITIES: | | | | |
Comprehensive income (loss) | | 51,002 | | (32,239) |
Adjustments in respect of income and expenses not involving cash flow: | | | | |
Share-based compensation to employees and service providers | | 849 | | 2,924 |
Depreciation | | 1,055 | | 1,154 |
Amortization of intangible assets | | 530 | | 2,900 |
Gains from the transfer of rights in Movantik® and extinguishment of debt obligations, (see below) | | (56,082) | | — |
Gains from early termination of leases | | (694) | | — |
Non-cash expenses related to borrowing and payable in respect of intangible assets purchase | | — | | 2,813 |
Fair value gains on derivative financial instruments | | (8,071) | | (1,981) |
Loss from modification of warrants terms as part of a new issuance, see note 3b | | 1,084 | | — |
Issuance costs in respect of warrants | | 922 | | 334 |
Exchange differences and revaluation of bank deposits | | (13) | | (63) |
| | (60,420) | | 8,081 |
Changes in assets and liability items: | | | | |
Decrease (increase) in trade receivables | | 31,618 | | (2,078) |
Decrease in prepaid expenses and other receivable | | 1,337 | | 1,872 |
Decrease in inventories | | 1,837 | | 3,091 |
Decrease in accounts payable | | (1,118) | | (7,291) |
Decrease in accrued expenses and other liabilities | | (10,545) | | (684) |
Increase (decrease) in allowance for deductions from revenue | | (31,486) | | 8,512 |
| | (8,357) | | 3,422 |
Net cash used in operating activities | | (17,775) | | (20,736) |
INVESTING ACTIVITIES: | | | | |
Purchase of fixed assets | | (7) | | (176) |
Change in investment in current bank deposits | | — | | 8,500 |
Net cash provided (used in) by investing activities | | (7) | | 8,324 |
FINANCING ACTIVITIES: | | | | |
Proceeds from issuance of ordinary shares and warrants, net of issuance costs | | 5,097 | | 16,221 |
Repayment of payable in respect of intangible asset purchase | | (6,555) | | (5,778) |
Decrease in restricted cash | | 6,860 | | — |
Payment of principal with respect to lease liabilities | | (589) | | (470) |
Net cash provided by financing activities | | 4,813 | | 9,973 |
DECREASE IN CASH AND CASH EQUIVALENTS | | (12,969) | | (2,439) |
EXCHANGE DIFFERENCES ON CASH AND CASH EQUIVALENTS | | (3) | | (47) |
BALANCE OF CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | | 19,968 | | 29,474 |
BALANCE OF CASH AND CASH EQUIVALENTS AT THE END OF PERIOD | | 6,996 | | 26,988 |
| | | | |
SUPPLEMENTARY INFORMATION ON INTEREST RECEIVED IN CASH | | 123 | | 11 |
SUPPLEMENTARY INFORMATION ON INTEREST PAID IN CASH | | 315 |
| 5,283 |
SUPPLEMENTARY INFORMATION ON NON-CASH INVESTING AND FINANCING ACTIVITIES: | | | | |
Acquisition of right-of-use assets by means of lease liabilities | | 224 | | 4,767 |
Decrease in lease liability (with corresponding decrease in right of use asset in amount of $4,117) resulting from early termination of lease. | | 4,811 | | — |
| | | | |
Transfer of rights in Movantik® and extinguishment of debt obligations: | | | | |
Decrease in Intangible asset | | (59,503) | | |
Decrease in Inventories | | (4,233) | | |
Decrease in Payable in respect of Intangible asset | | 4,602 | | |
Decrease in Borrowing | | 115,216 | | |
Gains from the transfer of the rights in Movantik® and extinguishment of debt obligations | | 56,082 | | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
12
1 Including cash, cash equivalents, short-term bank deposits and restricted cash.
2 All financial highlights are approximate and are rounded to the nearest hundreds of thousands
3 RHB-107 is an investigational new drug, not available for commercial distribution.
4 Opaganib is an investigational new drug, not available for commercial distribution.
5 Talicia® (omeprazole magnesium, amoxicillin and rifabutin) is indicated for the treatment of H. pylori infection in adults. For full prescribing information see: www.Talicia.com.
6 IQVIA XPO Data on file
7 Howden et al. Physiologically based pharmacokinetic modelling to predict intragastric rifabutin concentrations in the treatment of Helicobacter pylori infection. Alimentary Pharmacology and Therapeutics, April 2023. https://doi.org/10.1111/apt.17526
8 Managed Markets Insight & Technology, LLC
9 Movantik® (naloxegol) is indicated for opioid-induced constipation (OIC). Full prescribing information see: www.movantik.com.
10 Maines LW, Schrecengost RS, Zhuang Y, Keller SN, Smith RA, Green CL, Smith CD. Opaganib Protects against Radiation Toxicity: Implications for Homeland Security and Antitumor Radiotherapy. International Journal of Molecular Sciences. 2022; 23(21):13191. https://doi.org/10.3390/ijms232113191
11 Plasse et al. A randomized, placebo-controlled pilot study of upamostat, a host-directed serine protease inhibitor, for outpatient treatment of COVID-19. International Journal of Infectious Diseases, Vol 128, P148-156, March 2023. https://doi.org/10.1016/j.ijid.2022.12.003
12 RHB-102 is an investigational new drug, not available for commercial distribution.
13 RHB-204 is an investigational new drug, not available for commercial distribution.
14 Aemcolo® (rifamycin) is indicated for the treatment of travelers’ diarrhea caused by noninvasive strains of Escherichia coli in adults. For full prescribing information see: www.aemcolo.com.
13
Exhibit 99.2
REDHILL BIOPHARMA LTD.
CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION
(UNAUDITED)
June 30, 2023
TABLE OF CONTENTS
| |
UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS AS OF JUNE 30, 2023, IN U.S. DOLLARS: | Page |
| |
Condensed consolidated interim statements of comprehensive income (loss) | 3 |
| |
Condensed consolidated interim statements of financial position | 4 |
| |
Condensed consolidated interim statements of changes in equity (capital deficiency) | 5 |
| |
6 | |
| |
Notes to the condensed consolidated interim financial statements | 7-10 |
REDHILL BIOPHARMA LTD.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
| | | Six Months Ended | ||
| | | June 30, | ||
|
| | 2023 | | 2022 |
| | | U.S. dollars in thousands | ||
NET REVENUES | | | |
| |
COST OF REVENUES | | | | | |
GROSS PROFIT | | | | | |
RESEARCH AND DEVELOPMENT EXPENSES | | | | | |
SELLING AND MARKETING EXPENSES | | | | | |
GENERAL AND ADMINISTRATIVE EXPENSES | | | | | |
OTHER INCOME | | | ( | | — |
OPERATING INCOME (LOSS) | | | | | ( |
FINANCIAL INCOME | | | | | |
FINANCIAL EXPENSES | | | | | |
FINANCIAL INCOME (EXPENSES), net | | | | | ( |
INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) FOR THE PERIOD | | | | | ( |
EARNINGS (LOSS) PER ORDINARY SHARE, basic and diluted (U.S. dollars) | | | | | ( |
WEIGHTED AVERAGE OF ORDINARY SHARE (in thousands) | | | |
| |
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
REDHILL BIOPHARMA LTD.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION
(Unaudited)
| | | | |
| | June 30, | | December 31, |
|
| 2023 |
| 2022 |
| | U.S. dollars in thousands | ||
CURRENT ASSETS: | | | | |
Cash and cash equivalents | | | ||
Bank deposits | | | ||
Restricted cash | | | ||
Trade receivables | | | ||
Prepaid expenses and other receivables | | | ||
Inventory | | | ||
| | | ||
NON-CURRENT ASSETS: | | | | |
Restricted cash | | | ||
Fixed assets | | | ||
Right-of-use assets | | | ||
Intangible assets | | | ||
| | | ||
TOTAL ASSETS | | | ||
| | | | |
| | | | |
CURRENT LIABILITIES: | | | | |
Account payable | | | ||
Lease liabilities | | | ||
Allowance for deductions from revenue | | | ||
Accrued expenses and other current liabilities | | | ||
Borrowing | | — | | |
Payable in respect of intangible assets purchase | | — | | |
| | | ||
| | | | |
NON-CURRENT LIABILITIES: | | | | |
Lease liabilities | | | ||
Derivative financial instruments | | | ||
Royalty obligation | | | ||
| | | ||
TOTAL LIABILITIES | | |
| |
| | | | |
EQUITY (Capital Deficiency): | | | | |
Ordinary shares | | |
| |
Additional paid-in capital | | |
| |
Accumulated deficit | | ( |
| ( |
TOTAL EQUITY (Capital Deficiency) | | |
| ( |
TOTAL LIABILITIES AND EQUITY (Capital Deficiency) | | |
| |
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
REDHILL BIOPHARMA LTD.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY (CAPITAL DEFICIENCY)
(Unaudited)
| | Ordinary | | Additional | | Accumulated | | Total |
|
| shares |
| paid-in capital |
| deficit |
| equity (Capital Deficiency) |
| | U.S. dollars in thousands | ||||||
| | | | | | | | |
BALANCE AT JANUARY 1, 2023 |
| | | | | ( | | ( |
| | | | | | | | |
CHANGES IN THE SIX-MONTHS PERIOD ENDED JUNE 30, 2023: | | | | | | | | |
Share-based compensation to employees and service providers | | — | | — | | | | |
Issuance of ordinary shares, net of expenses | | | | ( | | — | | |
Issuance of ordinary shares for vested RSUs | | | | ( | | — | | — |
Comprehensive income | | — | | — | | | | |
BALANCE AT JUNE 30, 2023 | | | | | | ( | | |
| | | | | | | | |
BALANCE AT JANUARY 1, 2022 |
| | | | | ( | | |
CHANGES IN THE SIX-MONTHS PERIOD ENDED JUNE 30, 2022: | | | | | | | | |
Share-based compensation to employees and service providers | | — |
| — |
| |
| |
Issuance of ordinary shares, net of expenses |
| | | | | — | | |
Comprehensive loss |
| — |
| — |
| ( |
| ( |
BALANCE AT JUNE 30, 2022 |
| |
| |
| ( |
| ( |
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
REDHILL BIOPHARMA LTD.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
(Unaudited)
| | | Six Months Ended | ||
| | | June 30, | ||
|
| | 2023 |
| 2022 |
| | | U.S. dollars in thousands | ||
OPERATING ACTIVITIES: | | | | | |
Comprehensive income (loss) | | | | | ( |
Adjustments in respect of income and expenses not involving cash flow: | | | | | |
Share-based compensation to employees and service providers | | | | | |
Depreciation | | | | | |
Amortization of intangible assets | | | | | |
Gains from the transfer of rights in Movantik® and extinguishment of debt obligations, (see below) | | | ( | | — |
Gains from early termination of leases | | | ( | | — |
Non-cash expenses related to borrowing and payable in respect of intangible assets purchase | | | — | | |
Fair value gains on derivative financial instruments | | | ( | | ( |
Loss from modification of warrants terms as part of a new issuance, see note 3b | | | | | — |
Issuance costs in respect of warrants | | | | | |
Exchange differences and revaluation of bank deposits | | | ( | | ( |
| | | ( | | |
Changes in assets and liability items: | | | | | |
Decrease (increase) in trade receivables | | | | | ( |
Decrease in prepaid expenses and other receivable | | | | | |
Decrease in inventories | | | | | |
Decrease in accounts payable | | | ( | | ( |
Decrease in accrued expenses and other liabilities | | | ( | | ( |
Increase (decrease) in allowance for deductions from revenue | | | ( | | |
| | | ( | | |
Net cash used in operating activities | | | ( | | ( |
INVESTING ACTIVITIES: | | | | | |
Purchase of fixed assets | | | ( | | ( |
Change in investment in current bank deposits | | | — | | |
Net cash provided (used in) by investing activities | | | ( | | |
FINANCING ACTIVITIES: | | | | | |
Proceeds from issuance of ordinary shares and warrants, net of issuance costs | | | | | |
Repayment of payable in respect of intangible asset purchase | | | ( | | ( |
Decrease in restricted cash | | | | | — |
Payment of principal with respect to lease liabilities | | | ( | | ( |
Net cash provided by financing activities | | | | | |
DECREASE IN CASH AND CASH EQUIVALENTS | | | ( | | ( |
EXCHANGE DIFFERENCES ON CASH AND CASH EQUIVALENTS | | | ( | | ( |
BALANCE OF CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | | | | | |
BALANCE OF CASH AND CASH EQUIVALENTS AT THE END OF PERIOD | | | | | |
| | | | | |
SUPPLEMENTARY INFORMATION ON INTEREST RECEIVED IN CASH | | | | | |
SUPPLEMENTARY INFORMATION ON INTEREST PAID IN CASH | | | |
| |
SUPPLEMENTARY INFORMATION ON NON-CASH INVESTING AND FINANCING ACTIVITIES: | | | | | |
Acquisition of right-of-use assets by means of lease liabilities | | | | | |
Decrease in lease liability (with corresponding decrease in right of use asset in amount of $ | | | | | — |
| | | | | |
Transfer of rights in Movantik® and extinguishment of debt obligations: | | | | | |
Decrease in Intangible asset | | | ( | | |
Decrease in Inventories | | | ( | | |
Decrease in Payable in respect of Intangible asset | | | | | |
Decrease in Borrowing | | | | | |
Gains from the transfer of the rights in Movantik® and extinguishment of debt obligations | | | | | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
REDHILL BIOPHARMA LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - GENERAL:
The Company’s ordinary shares were traded on the Tel-Aviv Stock Exchange (“TASE”) from February 2011 to February 2020, after which the Company voluntarily delisted from trading on the TASE, effective February 13, 2020. The Company’s American Depositary Shares (“ADSs”) were traded on the Nasdaq Capital Market from December 27, 2012, and have been listed on the Nasdaq Global Market (“Nasdaq”) since July 20, 2018. On March 23, 2023, the Company implemented a ratio change of the Company's ADSs to its non-traded ordinary shares from ratio of 1 ADS representing
The Company’s registered address is 21 Ha’arba’a St, Tel-Aviv, Israel.
| 2) | Since the Company established its commercial presence in the U.S. in 2017, it has promoted or commercialized various GI-related products that were either developed internally or acquired through in-licensing agreements. As of the date of approval of these condensed consolidated interim financial statements, the Company commercializes in the U.S., mainly Talicia®, for the treatment of Helicobacter pylori infection in adults, the first product approved by the U.S. Food and Drug Administration (“FDA”) being developed primarily internally by the Company. Until February 1, 2023, the Company commercialized Movantik® in the U.S, for the treatment of opioid-induced constipation. See also note 3(a) regarding the transfer of the Company’s rights in Movantik® to HCR Collateral Management, LLC (“HCRM”) in exchange for all the Company’s debt obligations under the Credit Agreement with HCRM. The Company also continues to advance the development of part of its late-stage therapeutic candidates. |
The Company plans to further fund its future operations through commercialization and out-licensing of its therapeutic candidates, commercialization of in-licensed or acquired products and raising additional capital through equity or debt financing or through other non-dilutive financing. Furthermore, the Company is actively pursuing and in discussions with multiple parties regarding strategic business development transactions, including potential acquisition of revenue-generating assets in the U.S. and the sale of certain assets of the Company. The Company’s current cash resources are not sufficient to complete the research and development of any of its therapeutic candidates and to fully support its commercial operations until generation of sustainable positive cash flows. Management expects that the Company will incur additional losses as it continues to focus its resources on advancing the development of its therapeutic candidates, as well as advancing its commercial operations, that will result in negative cash flows from operating activities. Management believes that there is presently insufficient funding available to allow the Company to fund its activities for a period exceeding one year from the date of this filing. These conditions and events may cast significant doubt about the Company’s ability to continue as a going concern.
The accompanying condensed consolidated interim financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty.
b. Approval of the condensed consolidated interim financial statements:
These condensed consolidated interim financial statements were approved by the Board of Directors (the "BoD") on August 16, 2023.
NOTE 2 - BASIS OF PREPARATION OF THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS:
The Company’s condensed consolidated interim financial statements for the six months ended June 30, 2023 (the "Condensed Consolidated Interim Financial Statements"), have been prepared in accordance with International Accounting Standard IAS 34, “Interim Financial Reporting”. These Condensed Consolidated Interim Financial Statements, that are unaudited, do not include all the information and disclosures that would otherwise be required in a complete set of annual financial statements and should be read in conjunction with the annual financial statements as of December 31, 2022, and their accompanying notes, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as published by the International Accounting Standards Board (“IASB”). The results of operations for the six months ended June 30, 2023, are not necessarily indicative of the results that may be expected for the entire fiscal year or for any other interim period.
7
REDHILL BIOPHARMA LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Unaudited)
NOTE 3 - SIGNIFICANT EVENTS DURING THE CURRENT REPORTING PERIOD:
| a. | Movantik Transaction: |
On February 2, 2023 (“Closing Date”), the Company and RedHill Inc. have reached an agreement with HCRM resulting in the extinguishment of all of RedHill Inc. debt obligations (including all principal, interest, revenue interest, prepayment premiums and exit fees) under the Credit Agreement in exchange for the transfer of its rights in Movantik® to Movantik Acquisition Co., an affiliate of HCRM. HCRM assumes substantially all post-closing liabilities, and RedHill Inc. retains substantially all pre-closing liabilities relating to Movantik®. As part of the parties' arrangement, and to ensure continuous patient care, RedHill Inc. will provide HCRM with paid transition services for up to
Accounting treatment:
Prior to the sale of Movantik®, the Company presented the rights to Movantik® as an intangible asset in its consolidated statement of financial position (classified under the non-current assets). In addition, the Company measured the carrying amount of the borrowing to reflect all amounts owing or payable under the Credit Agreement as being immediately due (classified under the current liabilities).
The total gain in the Company’s consolidated statement of comprehensive income (loss) was composed of two elements: (1) the gain from the sale of Movantik® resulted from the difference between the carrying value and fair value of the assets transferred was presented as other income and (2) the gain from the debt extinguishment resulted from the difference between the carrying amount (the amortized cost) of the financial liability to HCRM and the fair value of the assets transferred was presented as financial income.
To determine the fair value of the rights to Movantik®, the Company based its estimate on the terms outlined in a non-binding term sheet with a third party which ultimately did not materialize, which included a cash payment of $
The fair value of nonmonetary assets relating to Movantik® transferred to settle debt obligations was used to measure debt extinguishment gains.
The service fees relating to the transition services are presented in the Company’s consolidated statement of comprehensive income (loss) as other income.
| b. | On April 3, 2023, the Company completed a registered direct offering to an existing shareholder with gross proceeds to the Company of approximately $ |
The warrants were classified as financial liability due to a net settlement provision. Loss from modification of warrants terms as part of the new registered offering with an existing shareholder, in an amount of $
| c. | In June 2023, the company terminated an operating lease agreement that was signed in March 2022 resulting in the recognition of $ |
| d. | Write-downs of inventories to net realizable value amounted to $ |
8
REDHILL BIOPHARMA LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Unaudited)
NOTE 4: - ALLOWANCE FOR DEDUCTIONS FROM REVENUES:
The following table shows the movement of the allowance for deductions from revenues:
| | Rebates and patient discount programs | | Product returns | | Total |
| | U.S. dollars in thousands | ||||
As of January 1, 2023 |
| |
| | | |
Increases | | | | | | |
Decreases (utilized) |
| ( | | ( | | ( |
Adjustments | | | | ( | | |
As of June 30, 2023 |
| |
| | | |
| | Rebates and patient discount programs | | Product returns | | Total |
| | U.S. dollars in thousands | ||||
As of January 1, 2022 |
| |
| | | |
Increases | | | | | | |
Decreases (utilized) |
| ( | | ( | | ( |
Adjustments | | | | ( | | |
As of June 30, 2022 |
| | | | | |
NOTE 5 - SHARE-BASED PAYMENTS:
During the six months ended June 30, 2023, approximately
NOTE 6 - NET REVENUES:
| | Six Months Ended June 30, | ||
|
| 2023 | | 2022 |
| | U.S dollars in thousands | ||
Licensing revenues | | — | | |
Movantik® revenues | | ( | | |
Sales of Other products (mainly Talicia®) | | | | |
|
| |
| |
NOTE 7 - FINANCIAL INSTRUMENTS:
| a. | The financial instrument of the Company presented at fair value is a derivative financial liability. The derivative financial instrument of the Company represents warrants, see also note 3(b) above. This instrument is classified as level 3. The fair value adjustments are recognized in profit or loss under financial income or financial expenses. The following table presents the change in the derivative liability measured at level 3 for the six months ended June 30, 2023, and June 30,2022: |
| Six Months Ended | ||
| June 30, | ||
| 2023 |
| 2022 |
| U.S. dollars in thousands | ||
Balance at beginning of the period | | | |
Initial recognition of financial liability | | | |
Fair value adjustments recognized in profit or loss | ( | | ( |
Balance at end of the period | | | |
The fair value of the warrants is computed using the Black and Scholes option pricing model. The fair value of the warrants is based on the price of an ADS as of June 30,2023 and on the following key parameters: risk-free interest rate of
The fair value of the warrants as of June 30,2022, is based on the price of an ADS as of June 30,2022 and on the following key parameters: risk-free interest rate of
9
REDHILL BIOPHARMA LTD.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(Unaudited)
NOTE 8 - SEGMENT INFORMATION:
The Chief Executive Officer is the Company’s Chief Operating Decision Maker (“CODM”). The CODM allocates resources and assesses the Company’s performance based on the following segmentation: Commercial Operations and Research & Development.
Adjusted EBITDA represents net loss before depreciation, amortization, and financial income (expenses), adjusted to exclude share-based compensation, gains from early termination of leases, and income from service provided to HCRM and gain from the sale of Movantik® presented as other income.
The following table presents segment profitability and a reconciliation to the consolidated net loss and comprehensive loss for the periods indicated:
| | Six Months Ended June 30, | |||
| | 2023 | | 2022 | |
|
| U.S. dollars in thousands | |||
Commercial Operations Segment Adjusted EBITDA | | ( | | ( | |
Research And Development Adjusted EBITDA | | ( | | ( | |
Financial income (expenses), net | | | | ( | |
Share-based compensation to employees and service providers | | ( | | ( | |
Depreciation | | ( | | ( | |
Amortization and impairment of intangible assets | | ( | | ( | |
Gain from early termination of leases | | | | — | |
Othe income | | | | — | |
Consolidated Comprehensive income (loss) | | | | ( | |
NOTE 9 - EARNING PER SHARE:
The basic and diluted earnings (loss) per share are the same since the effect of all potentially diluted ordinary shares for all reporting periods is anti-dilutive.
NOTE 10 - EVENT SUBSEQUENT TO JUNE 30, 2023:
On July 25, 2023, the Company completed a registered direct offering to existing shareholders of
In connection with this offering, the Company also agreed with the investors in this offering on the following:
| (i) | To reduce the exercise price to $ |
| (ii) | Warrants issued on April 3,2023, to purchase |
As part of the offering, the Company has issued to the placement agent warrants to purchase up to
All the warrants may be exercised either for cash or on a cashless basis.
10