RedHill boosts ATM offering capacity to $1.59M

RedHill Biopharma Ltd. supplements its Form F-3 prospectus to increase the maximum aggregate offering price available under its At The Market Offering Agreement with H.C.

Rhea-AI Filing Summary

RedHill Biopharma Ltd. supplements its Form F-3 prospectus to increase the maximum aggregate offering price available under its At The Market Offering Agreement with H.C. Wainwright & Co., LLC by $1,587,708. This addition is subject to the $1,854,911 limit imposed by General Instruction I.B.5 of Form F-3 and follows prior sales of 92,458 ADSs for aggregate gross proceeds of $267,204. The company reports a public float market value of $5,564,735.58 based on 51,052,621,000 ordinary shares held by non-affiliates (equivalent to 5,105,262 ADSs at $1.09 per ADS as of April 30, 2026). The ADSs trade on Nasdaq under the symbol RDHL.

Insights

Capital Markets Analyst

Supplement raises ATM selling capacity by $1.59M under existing F-3 shelf.

The prospectus supplement increases the available at-the-market offering capacity by $1,587,708 under the Sales Agreement with H.C. Wainwright, constrained by the $1,854,911 Form F-3 limit per General Instruction I.B.5.

Execution depends on future prospectus supplements if additional sales are sought; cash-flow treatment and timing are described by the Sales Agreement and prospectus terms.

Key Figures

Additional ATM capacity: $1,587,708 Form F-3 offering limit: $1,854,911 ADSs sold prior 12 months: 92,458 ADSs +5 more

8 metrics

Additional ATM capacity $1,587,708 aggregate offering price available under Sales Agreement

Form F-3 offering limit $1,854,911 limit imposed by General Instruction I.B.5 of Form F-3

ADSs sold prior 12 months 92,458 ADSs sold under the Sales Agreement for gross proceeds

Gross proceeds from prior sales $267,204 aggregate gross proceeds from ADSs sold under the Sales Agreement

Non-affiliate market value $5,564,735.58 aggregate market value of ordinary shares held by non-affiliates

Ordinary shares held by non-affiliates 51,052,621,000 shares shares used to calculate public float market value

ADS price (Apr 30, 2026) $1.09 closing price per ADS on April 30, 2026

ADS last sale price (May 6, 2026) $1.02 last reported sale price on Nasdaq

Key Terms

American Depositary Shares (ADSs), At The Market Offering Agreement, General Instruction I.B.5 of Form F-3, Sales Agreement

4 terms

American Depositary Shares (ADSs) financial

"Up to $1,587,708 American Depositary Shares each representing ten thousand"

A U.S.-listed certificate that stands for a specific number of shares in a non‑U.S. company held by a U.S. bank, making the foreign stock tradable on American exchanges in dollars. Think of it like a local voucher that represents ownership of an overseas product — it lets U.S. investors buy and sell foreign companies without handling foreign currency or foreign brokerage accounts, but it can affect dividends, voting rights, fees, liquidity and exposure to currency and regulatory differences.

At The Market Offering Agreement market

"may be issued and sold from time to time under the At The Market Offering Agreement"

An at-the-market offering agreement is a contract that lets a company sell newly issued shares directly into the open market through a broker, at whatever price the stock is trading at that moment. For investors this matters because it can increase the number of shares available (which may dilute existing ownership) while providing a flexible, often faster way for the company to raise cash without fixing a price, similar to a vendor selling small batches at current market stalls rather than setting a single fixed price.

General Instruction I.B.5 of Form F-3 regulatory

"After giving effect to the $1,854,911 offering limit imposed by General Instruction I.B.5 of Form F-3"

Sales Agreement market

"under the Sales Agreement, which we entered into with H.C. Wainwright & Co., LLC"

A sales agreement is a written contract that sets out the terms for selling goods, services, or assets, specifying price, delivery, payment schedule and responsibilities of each side. For investors it matters because it creates a predictable stream of revenue or cash obligations, clarifies timing and risk, and can change a company’s value or forecasts much like a signed order turns a customer’s verbal intent into a firm commitment.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What change did RedHill Biopharma (RDHL) file in this prospectus supplement?

The filing increases available ATM offering capacity by $1,587,708. It supplements the Form F-3 shelf and permits additional ADS sales under the existing Sales Agreement with H.C. Wainwright, subject to Form F-3 limits and prior sales already reported.

How many ADSs has RedHill sold under the Sales Agreement in the past 12 months?

RedHill sold 92,458 ADSs under the Sales Agreement during the prior 12 calendar months, generating approximately $267,204 of aggregate gross proceeds. These sales were made pursuant to General Instruction I.B.5 of Form F-3.

What public float calculation does the supplement report for RDHL?

The supplement reports an aggregate market value of non-affiliate ordinary shares of $5,564,735.58, based on 51,052,621,000 ordinary shares held by non-affiliates, equal to 5,105,262 ADSs at a per-ADS price of $1.09 as of April 30, 2026.

What is the Nasdaq trading symbol and recent ADS price cited in the supplement?

The ADSs trade under the symbol RDHL on Nasdaq. The supplement cites a closing ADS price of $1.09 on April 30, 2026, and a last reported sale price of $1.02 on May 6, 2026.

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

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Accepted by SEC EDGAR 05/07/2026 - 05:00 PM Learn about SEC filing dates

Filed pursuant to Rule 424(b)(5) 

Registration No. 333-281417

PROSPECTUS SUPPLEMENT No. 3

(To Prospectus dated August 19, 2024)

Up to $1,587,708

American Depositary Shares each representing ten thousand (10,000) Ordinary Shares

RedHill Biopharma Ltd.

This prospectus supplement dated May 5, 2026 (this “Prospectus Supplement”), supplements the information in the prospectus, dated August 19, 2024, forming a part of our registration statement on Form F-3 (Registration No. 333-281417) that we filed with the Securities and Exchange Commission on August 9, 2024, as supplemented by our prospectus supplements dated February 3, 2025 and November 26, 2025 (collectively, the “Prospectus”). This Prospectus Supplement should be read in conjunction with the Prospectus, and is qualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained in the Prospectus. This Prospectus Supplement is not complete without, and may only be delivered or utilized in connection with, the Prospectus, and any future amendments or supplements thereto. This Prospectus Supplement supplements or amends only those sections of the Prospectus identified in this Prospectus Supplement; all other sections of the Prospectus remain unchanged.

The Prospectus, as supplemented by this Prospectus Supplement, relates to the offering, issuance and sale by us of shares of American Depositary Shares (the “ADSs”), each representing ten thousand (10,000) of our ordinary shares (“Ordinary Shares”), par value NIS 0.01 per share, that may be issued and sold from time to time under the At The Market Offering Agreement, that we entered into with H.C. Wainwright & Co., LLC (“Wainwright”), on February 3, 2025 (the “Sales Agreement”).

We are filing this Prospectus Supplement to supplement and amend the Prospectus to increase the maximum aggregate offering amount of the ADSs that may be offered, issued and sold under the Sales Agreement from and after the date hereof. After giving effect to the $1,854,911 offering limit imposed by General Instruction I.B.5 of Form F-3 and deducting amounts offered and sold pursuant to General Instruction I.B.5 of Form F-3 in the 12 calendar months prior to the date of this prospectus supplement, we may offer and sell additional ADSs having an aggregate offering price of up to $1,587,708 from time to time through the sales agent in accordance with the terms of the Sales Agreement, which amount is in addition to the aggregate of $267,204 of ADSs previously sold pursuant to the Prospectus and in accordance with the Sales Agreement.

As of the date of this Prospectus Supplement, the aggregate market value of our outstanding Ordinary Shares held by non-affiliates pursuant to General Instruction I.B.5 of Form F-3 is $5,564,735.58, based on 51,052,621,000 Ordinary Shares outstanding held by non-affiliates (which would be represented by 5,105,262 ADSs), and a per ADS price of $1.09 per ADS, the closing price of the ADSs on April 30, 2026, as reported on the Nasdaq Capital Market (“Nasdaq”). As of the date hereof, we have sold 92,458 ADSs under the Sales Agreement for aggregate gross proceeds of approximately $267,204 pursuant to General Instruction I.B.5 of Form F-3 during the 12 calendar months prior to and including the date of this Prospectus Supplement. Pursuant to General Instruction I.B.5 of Form F-3, in no event will we sell securities pursuant to the registration statement of which this Prospectus Supplement forms a part in a public primary offering with a value exceeding one-third of our outstanding voting and non-voting common equity held by non-affiliates (the “public float”) in any 12 calendar month period so long as our public float remains below $75.0 million. In the event that we may sell additional amounts under the Sales Agreement, we will file another prospectus supplement prior to making such additional sales.

The ADSs are listed on Nasdaq under the symbol “RDHL.” On May 6, 2026, the last reported sale price of the ADSs on Nasdaq was $1.02 per ADS.

Investing in our securities involves a high degree of risk. Please read “Risk Factors” beginning on page S-8 of the prospectus supplement dated February 3, 2025, on page 5 of the prospectus, dated August 19, 2024, and under similar headings in the documents incorporated by reference into such prospectus supplement and prospectus.

None of the United States Securities and Exchange Commission, any state securities commission or any other regulatory body, has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying base prospectus. Any representation to the contrary is a criminal offense.

H.C. Wainwright & Co.

The date of this Prospectus Supplement is May 7, 2026.