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RedHill Biopharma (RDHL) closes $6M raise with up to $13.4M in warrants

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6-K

Rhea-AI Filing Summary

RedHill Biopharma Ltd. closed a previously announced private placement for $6 million in upfront gross proceeds through the sale of 8,571,429 American Depositary Shares (ADSs) and accompanying warrants. The deal also includes series A-1 and A-2 warrants that, if fully exercised for cash, could provide up to approximately $13.4 million in additional gross proceeds.

The company states that the upfront funding is expected to strengthen near-term liquidity and help support a potential acquisition of commercial-stage, revenue-generating pharmaceutical product assets, although no definitive agreement has been signed and completion is uncertain. H.C. Wainwright & Co. acted as exclusive placement agent, and RedHill agreed to file a resale registration statement for the securities issued.

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Insights

RedHill raises $6M now with added warrant-linked funding optionality.

RedHill Biopharma completed a private placement delivering upfront gross proceeds of $6 million, plus potential additional proceeds of about $13.4 million if series A-1 and A-2 warrants are fully exercised for cash. The securities were issued in a private transaction exempt from registration.

The company signals that this funding is intended to bolster near-term liquidity and support exploration of a strategic acquisition of commercial-stage, revenue-generating assets. However, no definitive acquisition agreement has been executed, and completion remains uncertain under various conditions.

The warrants are exercisable immediately, with the series A-1 warrants carrying a five-year term from the resale registration statement’s effectiveness date and the series A-2 warrants an 18‑month term. Actual proceeds from warrant exercises will depend on investor decisions and future market conditions.

Upfront gross proceeds $6 million Gross proceeds from the private placement
Potential warrant proceeds $13.4 million Additional gross proceeds if series A-1 and A-2 warrants fully exercised for cash
Total potential transaction size Up to $19.4 million Combined upfront and potential warrant proceeds
ADSs sold 8,571,429 ADSs Aggregate ADSs (or equivalents) sold in the private placement
Combined purchase price $0.70 per ADS Price per ADS (or equivalent) with accompanying warrants
Series A-1 exercise price $0.86 per ADS Exercise price for series A-1 warrants
Series A-2 exercise price $0.70 per ADS Exercise price for series A-2 warrants
ADS to ordinary share ratio 1 ADS = 10,000 ordinary shares Each ADS represents ten thousand ordinary shares of the company
private placement financial
"RedHill Biopharma Announces Closing of Up To $19.4 Million 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.
American Depositary Shares financial
"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.
warrants financial
"series A-1 warrants to purchase up to an aggregate of 8,571,429 ADSs and series A-2 warrants"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
registration rights agreement financial
"Pursuant to a registration rights agreement with the investors, the Company has agreed to file a resale registration statement"
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.
forward-looking statements regulatory
"This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
resale registration statement regulatory
"the Company has agreed to file a resale registration statement covering the securities described above"
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.
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FAQ

What did RedHill Biopharma (RDHL) announce in this Form 6-K?
RedHill Biopharma announced the closing of a private placement providing approximately $6 million in upfront gross proceeds. The financing also includes warrants that could deliver about $13.4 million in additional gross proceeds if fully exercised for cash, enhancing the company’s funding flexibility.

How much capital could RedHill Biopharma (RDHL) raise from this private placement?
RedHill Biopharma received approximately $6 million in upfront gross proceeds from the private placement. If investors fully exercise both series A-1 and A-2 warrants for cash, the company could obtain up to an additional $13.4 million in gross proceeds, increasing total potential funding to about $19.4 million.

What securities were issued in RedHill Biopharma’s (RDHL) private placement?
RedHill issued 8,571,429 ADSs (or ADS equivalents) and accompanying series A-1 and series A-2 warrants to purchase up to 8,571,429 ADSs each. The ADSs each represent 10,000 ordinary shares, and the warrants are exercisable immediately at specified per-ADS exercise prices and defined terms.

What are the key terms of RedHill Biopharma’s series A-1 and A-2 warrants?
The series A-1 warrants have an exercise price of $0.86 per ADS, are exercisable immediately, and expire five years after the resale registration statement’s effectiveness date. Series A-2 warrants are exercisable immediately at $0.70 per ADS and expire 18 months after that effectiveness date.

How does RedHill Biopharma (RDHL) plan to use the private placement proceeds?
RedHill states the upfront proceeds are expected to strengthen its near-term liquidity and support a potential acquisition of commercial-stage, revenue-generating pharmaceutical product assets. The company notes that no definitive acquisition agreement has been executed and there is no assurance any transaction will be completed.

Will the securities from RedHill Biopharma’s private placement be registered for resale?
The securities were issued under an exemption from registration and are initially unregistered. Under a registration rights agreement, RedHill agreed to file a resale registration statement covering these securities, with the effectiveness date also starting the warrants’ five-year and 18‑month terms, respectively.

 

 

 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 June 2026
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 ☐

 

Attached hereto and incorporated by reference herein are the following:

 

Attached hereto and incorporated by reference herein is a press release issued by the Registrant entitled: “RedHill Biopharma Announces Closing of Up To $19.4 Million Private Placement”.

 

This Form 6-K is hereby incorporated by reference into the Company's Registration Statements on Form S-8 filed with the Securities and Exchange Commission on May 2, 2013 (Registration No. 333-188286), on October 29, 2015 (Registration No. 333-207654), on July 25, 2017 (Registration No. 333-219441), on May 23, 2018 (Registration No. 333-225122), on July 24, 2019 (File No. 333-232776), on March 25, 2021 (File No. 333-254692), on May 3, 2021 (File No. 333-255710), on January 11, 2022 (File No. 333-262099), on June 27, 2022 (File No. 333-265845), on June 29, 2023 (File No. 333-273001), on June 20, 2024 (File No. 333-280327), on March 25, 2025 (File No. 333-286082) and on January 22, 2026 (File No. 333-292879), and its Registration Statements on Form F-3 filed with the Securities and Exchange Commission on March 30, 2021 (File No. 333-254848), on August 4, 2023 (File No. 333-273709), on October 13, 2023 (File No. 333-274957), as amended, and on August 9, 2024 (File No. 333-281417).

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  REDHILL BIOPHARMA LTD.  
  (the "Registrant")  
       
Date: June 22, 2026 By: /s/ Dror Ben-Asher  
  Name: Dror Ben-Asher  
  Title: Chief Executive Officer  

 

 

 

 

 

 Press Release

 

RedHill Biopharma Announces Closing of Up To $19.4

Million Private Placement

 

$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 22, 2026 /PRNewswire/ -- RedHill Biopharma Ltd. (Nasdaq: RDHL) (“RedHill” or the “Company”), a specialty biopharmaceutical company, today announced the closing of its previously announced private placement 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. 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 upfront proceeds are expected to strengthen RedHill’s near-term liquidity and support a strategic, transformative, potential acquisition of commercial-stage, revenue-generating pharmaceutical product assets, which, if completed, would significantly expand the Company’s commercial portfolio and revenue base. No definitive acquisition agreement has been executed, and the potential transaction remains subject to various conditions. There can be no assurance that any such transaction will be completed.

 

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

 

The gross proceeds to the Company from this offering were 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 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 adults1, 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.

 

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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 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 use of proceeds from the offering, 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.

 

Company contact:

 

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

 

Category: Financials

 

 

1Talicia® (omeprazole magnesium, amoxicillin and rifabutin) is indicated for the treatment of H. pylori infection in adults. For full prescribing information see: www.Talicia.com.

 

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Source: View Original Filing on SEC EDGAR