RDHL keeps $10M program; Forward cap raised to 9.99%

Rhea-AI Filing Summary

RedHill Biopharma (RDHL) amended its Any Market Purchase Agreement with Alumni Capital to raise the beneficial ownership cap tied to Forward Purchase Notices from 4.99% to 9.99%. The agreement, originally signed on June 20, 2025, allows RedHill to sell up to $10,000,000 of ADSs to Alumni from time to time, at the company’s discretion.

Under a Forward Purchase Notice, Alumni may buy ADSs equal to the lesser of $500,000 or 30% of trading volume on the notice date, priced at the day’s lowest traded price multiplied by 96%. Other purchase types remain subject to a 4.99% ownership cap, with the option for the company to issue prefunded warrants instead of ADSs for Initial or Regular Purchase Notices. The amendment applies only to Forward Purchase Notices and does not change the overall program size.

Insights

Capital markets analyst

Cap lifted to 9.99% for Forward Notices; structure unchanged.

RedHill Biopharma updated its purchase program with Alumni Capital so that only Forward Purchase Notices now carry a 9.99% beneficial ownership cap, up from 4.99%. The base program still permits sales of up to $10,000,000 of ADSs at the issuer’s discretion.

Forward purchases are sized as the lesser of $500,000 or 30% of trading volume on the notice date, priced at the day’s lowest trade times 96%. Other notice types keep the 4.99% cap, and the company may issue prefunded warrants instead of ADSs for Initial or Regular notices.

This amendment may affect execution mechanics for Forward notices, but overall capacity and pricing framework remain the same. Subsequent disclosures may detail usage levels.

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 October 2025

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 ☐

Entry into Amendment to Any Market Purchase Agreement with Alumni Capital LP

As previously reported, on June 20, 2025, RedHill Biopharma Ltd. (the “Company”) entered into an Any Market Purchase Agreement (the “Purchase Agreement”) with Alumni Capital LP, a Delaware limited partnership (the “Purchaser”). Pursuant to the Purchase Agreement, the Company has the right, but not the obligation, to sell to the Purchaser, from time to time, up to $10,000,000 of American Depositary Shares (“ADSs”), each representing 10,000 ordinary shares, par value NIS 0.01 per share, of the Company, subject to the terms and conditions set forth in the Purchase Agreement.

The Purchase Agreement provides for different types of purchase notices (the “Purchase Notices”) that the Company may deliver to the Purchaser, each with different terms of purchase of ADSs. As one type of Purchase Notice, the Company may, at its discretion, direct the Purchaser (“Forward Purchase Notice”) to purchase the number of ADSs having an aggregate purchase price equal to the lesser of $500,000 or thirty percent (30%) of the trading volume of the ADSs beginning at 4:00 a.m. New York time on the Purchase Notice Date and ending at the time on the date the Company delivers the Purchase Notice (“Purchase Notice Date”) that the Forward Purchase Notice has been received by email by the Company, at a price equal to the lowest traded price of the ADSs on the Purchase Notice Date with respect to a Forward Purchase Notice multiplied by 96%.

The Purchase Agreement prohibits us from directing the Purchaser to purchase any ADSs (i) if those ADSs, when aggregated with all other ADSs then held or beneficially owned by the Purchaser and its affiliates, would result in the Purchaser and its affiliates holding or having beneficial ownership, at any single point in time, of more than 4.99% of the number of ADSs outstanding immediately after the issuance of securities issuable pursuant to a Purchase Notice, or (ii) where the issuance of such ADSs, when aggregated with all other ADSs and Ordinary Shares then held or beneficially owned by the Purchaser and its affiliates, would result in the Purchaser and its affiliates holding or having beneficial ownership, at any single point in time, of more than 4.99% of the Company’s issued share capital or voting rights in it (unless and until the Company obtains the approval of its shareholders for the issuance of ADSs in excess of such amount), in either case subject to the option to issue Prefunded Warrants in lieu of ADSs with respect to the sales pursuant to the Initial Purchase Notice or any Regular Purchase Notice.

The Company and the Purchaser have entered into an amendment to the Purchase Agreement providing that the 4.99% ownership limits described above are changed to be 9.99% ownership limits but only with respect to Forward Purchase Notices delivered under the Purchase Agreement.

The foregoing description of the amendment to the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the amendment, which is filed as Exhibit 1.1 to this Report on Form 6-K and is incorporated herein by reference.

Exhibit Index

Exhibit No.		Description
1.1		Amendment to Market Purchase Agreement, dated as of October 20, 2025.

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: October 21, 2025	By:	/s/ Dror Ben-Asher
	Name:	Dror Ben-Asher
	Title:	Chief Executive Officer

FAQ

What did RedHill Biopharma (RDHL) change in its agreement with Alumni Capital?

It increased the beneficial ownership cap to 9.99% for Forward Purchase Notices only.

What is the total size of RedHill’s Any Market Purchase Agreement?

RedHill may sell up to $10,000,000 of ADSs to Alumni Capital, at its discretion.

How are Forward Purchase Notice transactions priced for RDHL?

At the lowest traded price on the notice date multiplied by 96%.

What are the size limits for a Forward Purchase Notice under RDHL’s program?

The lesser of $500,000 or 30% of the ADSs’ trading volume on the notice date.

Do other purchase types still have a 4.99% cap for RDHL’s program?

Yes. Purchase types other than Forward Purchase Notices remain subject to a 4.99% cap.

Can RDHL issue prefunded warrants instead of ADSs?

Yes, for sales pursuant to the Initial Purchase Notice or any Regular Purchase Notice.