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RedHill Biopharma Announces Up To $19.4 Million Private Placement

(Very High)
(Neutral)
Tags
private placement

RedHill Biopharma (CPIX) entered a definitive agreement for a private placement of 8,571,429 ADSs (or equivalents) plus series A-1 and A-2 warrants at a combined price of $0.70 per ADS. Gross proceeds are expected to be about $6 million, with up to $13.4 million more if all warrants are exercised.

The deal is expected to close on June 22, 2026. According to RedHill, proceeds will fund a potential strategic product acquisition and support working capital, R&D and general corporate purposes.

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Positive

  • Upfront gross proceeds of approximately $6 million from private placement
  • Additional potential gross proceeds of about $13.4 million from warrant exercises
  • Financing supports potential strategic product acquisition and ongoing operations

Negative

  • Issuance of 8,571,429 new ADSs plus warrants implies shareholder dilution
  • No assurance warrants will be exercised or that additional $13.4 million will be received
  • Planned strategic acquisition not yet under definitive agreement and may not close

News Market Reaction – CPIX

+1.96%
+1.96% Session close to close

In the Jun 18 session, CPIX gained 1.96%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement adds up to $19.4 million in potential funding via ADSs and warrants, bolstering ca...
Analysis

This announcement adds up to $19.4 million in potential funding via ADSs and warrants, bolstering cash for acquisitions and R&D, but introduces dilution and warrant overhang. Investors may watch closing on June 22, 2026 and any follow-on deals.

Key Figures

Upfront proceeds: $6 million Potential warrant proceeds: $13.4 million Total potential placement size: $19.4 million +5 more
8 metrics
Upfront proceeds $6 million Gross proceeds from private placement before fees
Potential warrant proceeds $13.4 million Additional gross proceeds if Series A-1/A-2 warrants fully exercised for cash
Total potential placement size $19.4 million Headline maximum aggregate gross proceeds including warrants
ADSs offered 8,571,429 ADSs Aggregate ADSs (or equivalents) sold in private placement
Offering price $0.70 per ADS Combined purchase price per ADS and accompanying warrants
Series A-1 exercise price $0.86 per ADS Exercise price for Series A-1 warrants
Series A-1 term 5 years Warrant term following Effectiveness Date
Series A-2 term 18 months Warrant term following Effectiveness Date

Historical Context

5 past events · Latest: Jun 09 (Positive)
Pattern 5 events
Date Event Sentiment 24h Move Catalyst
Jun 09 Regulatory designation Positive +0.1% FDA rare pediatric disease designation for opaganib in neuroblastoma.
Jun 08 Legal recovery Positive +2.8% Enforcement of roughly $10.9M New York judgment against Kukbo.
Jun 02 Clinical data update Positive +1.2% Positive Phase 2a ifetroban data in high‑risk solid tumors.
Jun 02 Clinical collaboration Positive +1.2% Advancing opaganib as potential Ebola treatment via collaborations.
May 28 Product launch Positive +2.0% Launch of Vibativ in China after NMPA regulatory approval.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent CPIX news events have generally been followed by modestly positive next-day price reactions.

Key Terms

american depositary shares, private placement, registration rights agreement, resale registration statement, +1 more
5 terms
american depositary shares financial
"purchase and sale of an aggregate of 8,571,429 American Depositary Shares ("ADSs")"
American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.
private placement financial
"at a combined purchase price of $0.70 per ADS ... in a private placement."
A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.
registration rights agreement regulatory
"Pursuant to a registration rights agreement with the investors, the Company has agreed"
A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.
resale registration statement regulatory
"the Company has agreed to file a resale registration statement covering the securities"
A resale registration statement is a document filed with regulators that allows existing shareholders to sell their shares to the public. It provides the necessary legal approval and information for these shares to be resold on the market, helping to increase the availability of shares for trading. For investors, it signals that shares held by current owners can be offered for sale, potentially affecting share prices and market liquidity.
regulation d regulatory
"under Section 4(a)(2) of the Securities Act of 1933, as amended ... and/or Regulation D promulgated thereunder"
Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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$6 million upfront with up to approximately $13.4 million of potential aggregate gross proceeds upon the exercise in full of warrants

TEL AVIV, Israel & RALEIGH, N.C., June 18, 2026 /PRNewswire/ -- RedHill Biopharma Ltd. (Nasdaq: RDHL) ("RedHill" or the "Company"), a specialty biopharmaceutical company, today announced that it has entered into a definitive agreement for the purchase and sale of an aggregate of 8,571,429 American Depositary Shares ("ADSs") (or ADS equivalents in lieu thereof), each ADS representing ten thousand (10,000) ordinary shares of the Company, series A-1 warrants to purchase up to an aggregate of 8,571,429 ADSs and series A-2 warrants to purchase up to an aggregate of 8,571,429 ADSs, at a combined purchase price of $0.70 per ADS (or ADS equivalent in lieu thereof) and accompanying warrants in a private placement. The Series A-1 warrants have an exercise price of $0.86 per ADS, are exercisable immediately and have a term of five years following the Effectiveness Date (as defined below), and the Series A-2 warrants have an exercise price of $0.70 per ADS, are exercisable immediately and have a term of 18 months following the Effectiveness Date. The private placement is expected to close on June 22, 2026, subject to the satisfaction of customary closing conditions.

RedHill Biopharma Logo

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The gross proceeds to the Company from this offering are expected to be approximately $6 million, before deducting the placement agent's fees and other offering expenses payable by the Company. The potential additional gross proceeds to the Company from the series A-1 warrants and the series A-2 warrants, if fully exercised on a cash basis, will be approximately $13.4 million. No assurance can be given that any of the series warrants will be exercised, or that the Company will receive cash proceeds from the exercise of the series warrants.

The Company intends to use a portion of the net proceeds to support a potential strategic product acquisition and the balance for working capital, research and development and general corporate purposes.

No definitive acquisition agreement has been executed, and any such transaction would remain subject to completion of definitive documentation, financing and other customary conditions. There can be no assurance that any such transaction will be completed.

The securities described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and/or Regulation D promulgated thereunder and, along with the ordinary shares of the Company represented by ADSs underlying the warrants, have not been registered under the Securities Act or applicable state securities laws. Accordingly, the securities issued in the private placement and ordinary shares of the Company represented by ADSs underlying the warrants may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. Pursuant to a registration rights agreement with the investors, the Company has agreed to file a resale registration statement covering the securities described above (such date of effectiveness of the resale registration statement, the "Effectiveness Date").

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About RedHill Biopharma    

RedHill Biopharma Ltd. (Nasdaq: RDHL) is a specialty biopharmaceutical company primarily focused on U.S. development and commercialization of drugs for gastrointestinal diseases, infectious diseases and oncology. RedHill promotes the FDA-approved gastrointestinal drug Talicia®, for the treatment of Helicobacter pylori (H. pylori) infection in adults[1], with a U.S. co-commercialization agreement with Cumberland Pharmaceuticals (Nasdaq: CPIX). RedHill's key clinical late-stage development programs include: (i) opaganib (ABC294640), a first-in-class, orally administered sphingosine kinase-2 (SPHK2) selective inhibitor with anti-inflammatory, antiviral, metabolic and anticancer activity, targeting multiple indications with U.S. government and academic collaborations intended for medical countermeasure development including for Ebola virus disease, radiation exposure indications such as GI-Acute Radiation Syndrome (GI-ARS), a Phase 2/3 program for hospitalized COVID-19, and an ongoing Phase 2 study in prostate cancer in combination with Bayer's darolutamide; (ii) RHB-102 (Bekinda®), with a planned Phase 2 proof-of-concept study for GLP-1/GIP receptor agonist-associated GI intolerance, positive results from a U.S. Phase 3 study for acute gastroenteritis and gastritis, positive results from a U.S. Phase 2 study for IBS-D and potential UK submission for chemotherapy and radiotherapy induced nausea and vomiting. RHB-102 is partnered with Hyloris Pharmaceuticals (EBR: HYL) for worldwide development and commercialization outside North America; (iii) RHB-204, a next-generation optimized formulation of RHB-104, with a planned Phase 2 study for Crohn's disease (based on RHB-104's positive Phase 3 Crohn's disease study results); and (iv) RHB-107 (upamostat), an oral broad-acting, host-directed, serine protease inhibitor with potential for pandemic preparedness, including COVID-19 and also targeting multiple cancer and inflammatory gastrointestinal diseases.

More information about the Company is available at www.redhillbio.com / X.com/RedHillBio.

Forward Looking Statements

This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and may discuss investment opportunities, stock analysis, financial performance, investor relations, and market trends. Such statements may be preceded by the words "intends," "may," "will," "plans," "expects," "anticipates," "projects," "predicts," "estimates," "aims," "believes," "hopes," "potential" or similar words and include, among others, the consummation of the offering and the satisfaction of customary closing conditions related to the offering, the use of proceeds therefrom, the potential exercise of the series warrants and potential proceeds therefrom, potential acquisition of strategic products, statements regarding the potential submission of Talicia® for UK Marketing Authorisation and any approval thereof and statements regarding the potential effects of Talicia® in the treatment of Helicobacter pylori infection. 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 MAA submission for Talicia may not be approved; the risk that the Company will not succeed in its enforcement action against Kukbo, and if successful may not recover all or any of awards granted by the New York Supreme Court; the risk that opaganib does not receive a priority review voucher, marketing exclusivity or accelerated development and review times; the risk that opaganib is not accepted into Ebola virus disease control programs, or if accepted, that it does not demonstrate efficacy; the risk that development of RHB-204 for Crohn's disease may not be completed, or if completed may not be approved or may not achieve commercial success; the risk that opaganib is not effective against the indications for which we develop our products; the risk that RHB-102 (Bekinda) does not effectively reduce GLP-1/GIP-related nausea, vomiting and diarrhea; the risk regarding the Company's ability to regain and maintain compliance with Nasdaq's listing requirements, including the minimum bid price requirement; the risk that the addition of new revenue generating products or out-licensing transactions will not occur; the risk that the Company will not receive future milestone payments under its existing agreements or that they will be less than anticipated; the risk of current uncertainty regarding U.S. government research and development funding and that the U.S. government is under no obligation to continue to support development of our products and can cease such support at any time; the risk that acceptance onto the RNCP Product Development Pipeline or other governmental and non-governmental development programs 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 its programs; the risk that the Company's development programs and studies 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 studies may be required; 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 any necessary commercial companion diagnostics; (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; (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) the Company's ability to collect on its judgment against Kukbo; (xiii) estimates of the Company's expenses, future revenues, capital requirements and needs for additional financing; (xiv) the effect of patients suffering adverse experiences using investigative drugs under the Company's Expanded Access Program; (xv) competition from other companies and technologies within the Company's industry; and (xvi) 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 27, 2026. 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.

Category: Financials

[1]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.

Logo - https://mma.prnewswire.com/media/1334141/5268648/RedHill_Biopharma_Logo.jpg

Company contact:

Adi Frish
Chief Corporate & Business Development Officer
RedHill Biopharma
adi@redhillbio.com 

Cision View original content:https://www.prnewswire.com/news-releases/redhill-biopharma-announces-up-to-19-4-million-private-placement-302804327.html

SOURCE RedHill Biopharma Ltd.

FAQ

What did RedHill Biopharma (CPIX) announce about its June 2026 private placement?

RedHill Biopharma announced a private placement of 8,571,429 ADSs plus series A-1 and A-2 warrants, raising about $6 million upfront. According to RedHill, total potential gross proceeds could reach roughly $19.4 million if all warrants are exercised for cash.

How much money will RedHill Biopharma (CPIX) raise from the new private placement?

RedHill expects approximately $6 million in initial gross proceeds from the private placement. According to RedHill, series A-1 and A-2 warrants could provide about $13.4 million more in gross proceeds if fully exercised on a cash basis, though exercise is not assured.

What are the terms of the RedHill Biopharma (CPIX) series A-1 and A-2 warrants?

The series A-1 warrants have a $0.86 exercise price, are exercisable immediately and last five years after the Effectiveness Date. According to RedHill, series A-2 warrants have a $0.70 exercise price, are immediately exercisable and expire 18 months after the Effectiveness Date.

When is the RedHill Biopharma (CPIX) private placement expected to close?

The private placement is expected to close on June 22, 2026, subject to customary conditions. According to RedHill, H.C. Wainwright & Co. is acting as exclusive placement agent for this unregistered offering under Section 4(a)(2) and Regulation D.

How will RedHill Biopharma (CPIX) use proceeds from the June 2026 private placement?

RedHill plans to use part of the net proceeds to support a potential strategic product acquisition. According to RedHill, the remaining funds will go toward working capital, research and development and general corporate purposes, though no acquisition agreement is yet definitive.

Will RedHill Biopharma (CPIX) register the securities issued in the private placement?

The securities are initially unregistered under the Securities Act and applicable state laws. According to RedHill, the company agreed in a registration rights agreement to file a resale registration statement covering the offered securities and ADSs underlying the warrants.

What does the June 2026 private placement mean for RedHill Biopharma (CPIX) shareholders?

The transaction brings in about $6 million before expenses and could add $13.4 million more if warrants are exercised. According to RedHill, it also increases outstanding ADSs and warrant overhang, which may dilute existing shareholders depending on future exercises.