RedHill Biopharma (RDHL) boosts capacity of at-the-market ADS program

(Neutral)

Form Type

6-K

Rhea-AI Filing Summary

RedHill Biopharma Ltd. reports that it has filed a prospectus supplement dated May 7, 2026 to increase the maximum aggregate offering amount available under its existing at-the-market equity program. The program covers American Depositary Shares, with each ADS representing 10,000 ordinary shares.

The ADSs may be issued and sold from time to time under an At The Market Offering Agreement with H.C. Wainwright & Co., LLC originally dated February 3, 2025. The report also notes that related legal opinions and consents are filed as exhibits and that this update is incorporated by reference into multiple existing S-8 and F-3 registration statements.

Key Figures

ADS to ordinary share ratio: 10,000 ordinary shares per ADS

1 metrics

ADS to ordinary share ratio 10,000 ordinary shares per ADS Each American Depositary Share

Key Terms

American Depositary Shares, At The Market Offering Agreement, Form 6-K, Registration Statements on Form S-8, +1 more

5 terms

American Depositary Shares financial

"the maximum aggregate offering amount of the American Depositary Shares, each representing ten thousand (10,000) of its ordinary 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.

At The Market Offering Agreement financial

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

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.

Form 6-K regulatory

"INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K"

A Form 6-K is a report that companies listed in certain countries file to provide important updates, such as financial results, corporate changes, or other significant information, to regulators and investors. It functions like an official company update or news release, helping investors stay informed about developments that could affect their investment decisions.

Registration Statements on Form S-8 regulatory

"incorporated by reference into the Company's Registration Statements on Form S-8 filed with the Securities and Exchange Commission"

Registration Statements on Form F-3 regulatory

"and its Registration Statements on Form F-3 filed with the Securities and Exchange Commission"

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Form 6-K: How Foreign Companies Report to the SEC →

Accepted by SEC EDGAR 05/27/2026 - 04:10 PM

FAQ

What did RedHill Biopharma (RDHL) disclose in its May 2026 Form 6-K?

RedHill Biopharma disclosed that it filed a prospectus supplement on May 7, 2026 to increase the maximum aggregate offering amount under its at-the-market ADS program, which is conducted through H.C. Wainwright & Co., LLC.

What securities are covered by RedHill Biopharma’s updated ATM program?

The updated program covers American Depositary Shares, with each ADS representing 10,000 ordinary shares of RedHill Biopharma, par value NIS 0.01 per share, which may be issued and sold from time to time under the existing At The Market Offering Agreement.

Which agreement governs RedHill Biopharma’s at-the-market ADS sales?

The ADS sales are governed by an At The Market Offering Agreement between RedHill Biopharma and H.C. Wainwright & Co., LLC, originally entered into on February 3, 2025, under which ADSs may be issued and sold periodically.

How does this Form 6-K interact with RedHill Biopharma’s existing registration statements?

The Form 6-K is expressly incorporated by reference into RedHill Biopharma’s previously filed registration statements on Form S-8 and Form F-3, allowing the updated at-the-market ADS offering terms to be used under those effective registration statements.

What legal documents accompany RedHill Biopharma’s May 2026 Form 6-K?

The filing includes legal opinions from Goldfarb Gross Seligman & Co. and Haynes and Boone, LLP, along with their related consents, supporting the validity of the securities issuable under the updated at-the-market ADS offering.

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 May 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 ☐

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

On May 7, 2026, RedHill Biopharma Ltd. (the “Company”) filed a prospectus supplement to increase the maximum aggregate offering amount of the American Depositary Shares, each representing ten thousand (10,000) of its 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 the Company entered into with H.C. Wainwright & Co., LLC on February 3, 2025.

Attached hereto and incorporated by reference in this Report on Form 6-K are the following exhibits:

Exhibit 5.1: Opinion of Goldfarb Gross Seligman & Co.

Exhibit 5.2: Opinion of Haynes and Boone, LLP.

Exhibit 23.1: Consent of Goldfarb Gross Seligman & Co. (included in Exhibit 5.1).

Exhibit 23.2: Consent of Haynes and Boone, LLP (included in Exhibit 5.2).

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) and on March 25, 2025 (File No. 333-286082) and 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: May 27, 2026	By:	/s/ Dror Ben-Asher
	Name:	Dror Ben-Asher
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

2 documents