RedHill Biopharma may offer up to $2.59M in shares

Sales remain subject to a one-third public-float cap in any 12-month period while RedHill's public float is below $75.0 million.

Rhea-AI Filing Summary

RedHill Biopharma Ltd. may offer and sell additional American Depositary Shares with an aggregate offering price of up to $2,587,409 from time to time through H.C. Wainwright & Co. under its At The Market Offering Agreement. Each ADS represents 10,000 ordinary shares. This amount is in addition to $49,690.55 of ADSs previously sold under the agreement.

During the 12 calendar months prior to and including this supplement, RedHill sold 54,954 ADSs for aggregate gross proceeds of $49,690.55. The company states its non-affiliate public float had an aggregate market value of $7,911,299.70, based on 87,903,331,000 ordinary shares held by non-affiliates, represented by 8,790,333 ADSs, and a $0.90 per-ADS closing price on August 31, 2026. While its public float remains below $75.0 million, sales under the registration statement cannot exceed one-third of the public float in any 12-calendar-month period. The last reported ADS sale price on October 9, 2026, was $0.539.

Filing Explained

The added ATM capacity is permission to sell, not a report that those ADSs have already been sold; RedHill can sell newly issued ADSs gradually at market prices, and any issuance would increase the share count and reduce existing holders’ ownership percentages.

Key Figures

Maximum additional aggregate offering price: Up to $2,587,409 ADSs previously sold: 54,954 ADSs Aggregate gross proceeds from prior ADS sales: $49,690.55 +5 more

8 metrics

Maximum additional aggregate offering price Up to $2,587,409 ADSs offered under the Sales Agreement

ADSs previously sold 54,954 ADSs During the 12 calendar months prior to and including the prospectus supplement

Aggregate gross proceeds from prior ADS sales $49,690.55 During the 12 calendar months prior to and including the prospectus supplement

ADS representation 10,000 ordinary shares per ADS Each ADS represents this number of ordinary shares

Non-affiliate public float market value $7,911,299.70 Based on non-affiliate ordinary shares and the August 31, 2026 ADS closing price

Ordinary shares held by non-affiliates 87,903,331,000 ordinary shares As of the date of the prospectus supplement

ADS closing price used for public float calculation $0.90 per ADS Closing price on August 31, 2026

Last reported ADS sale price $0.539 per ADS October 9, 2026

Key Terms

At The Market Offering Agreement, General Instruction I.B.5 of Form F-3, public float, American Depositary Shares

4 terms

At The Market Offering Agreement financial

"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

"Pursuant to General Instruction I.B.5 of Form F-3"

public float financial

"the “public float”"

Public float is the total number of a company's shares that are available for trading by the general public. It excludes shares held by company insiders or large stakeholders who are unlikely to sell them easily. This figure helps investors understand how much of the company's stock is actively available, which can influence its liquidity and how easily its price might change.

American Depositary Shares technical

"shares of American Depositary Shares"

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.

Offering Details

ATM · Up to $2,587,409 aggregate offering price

Offering

Offering Type ATM

Securities Offered American Depositary Shares, each representing 10,000 ordinary shares

Offering Amount Up to $2,587,409 aggregate offering price

FAQ

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

How much additional ADSs can RDHL offer under its ATM agreement?

RedHill may offer ADSs with an aggregate offering price of up to $2,587,409 through H.C. Wainwright under the Sales Agreement. Each ADS represents 10,000 ordinary shares, and the additional amount is in addition to $49,690.55 of ADSs previously sold.

What limit applies to RDHL's ATM sales under Form F-3?

While RedHill's public float remains below $75.0 million, sales in a public primary offering under the registration statement cannot exceed one-third of its outstanding voting and non-voting common equity held by non-affiliates in any 12-calendar-month period. RedHill states it will file another prospectus supplement before making additional sales under the agreement.

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

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Available on EDGAR 10/13/2026 - 04:06 PM EDT Accepted by SEC EDGAR 10/13/2026 - 04:06 PM EDT Learn about SEC filing dates

Filed pursuant to Rule 424(b)(5)

Registration No. 333-281417

PROSPECTUS SUPPLEMENT No. 5

(To Prospectus dated August 19, 2024)

Up to $2,587,409

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

RedHill Biopharma Ltd.

This prospectus supplement dated October 13, 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, November 26, 2025, May 7, 2026 and June 29, 2026 (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”) of no par value, 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 $2,637,099 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 $2,587,409 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 $49,690.55 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 $7,911,299.70, based on 87,903,331,000 Ordinary Shares outstanding held by non-affiliates (which would be represented by 8,790,333 ADSs), and a per ADS price of $0.90 per ADS, the closing price of the ADSs on August 31, 2026, as reported on the Nasdaq Capital Market (“Nasdaq”). As of the date hereof, we have sold 54,954 ADSs under the Sales Agreement for aggregate gross proceeds of $49,690.55 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 October 9, 2026, the last reported sale price of the ADSs on Nasdaq was $0.539 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 October 13, 2026.