[6-K] Redhill Biopharma Ltd. Current Report (Foreign Issuer)

Rhea-AI Filing Summary

RedHill Biopharma disclosed it is not in compliance with Nasdaq Listing Rule 5550(b), which requires minimum stockholders' equity of $2,500,000. Nasdaq notified the Company of the deficiency on April 15, 2025 and on August 8, 2025 granted an extension giving the Company until October 13, 2025 to regain compliance.

The Company has submitted a plan to Nasdaq to restore compliance; if it does not meet the requirement by the extension date it may appeal to a Hearings Panel for additional time. The filing also notes that forward-looking statements about achieving compliance depend on market conditions and the satisfaction and closing of financing arrangements referenced in other filings.

Positive

• Nasdaq granted an extension until October 13, 2025 to regain compliance
• The Company submitted a plan to Nasdaq to address the deficiency

Negative

• Non-compliance with Nasdaq Listing Rule 5550(b) due to stockholders' equity below $2,500,000
• Potential delisting risk if the Company does not regain compliance by the deadline
• Plans to regain compliance depend on financing and market conditions described elsewhere, creating execution risk

Insights

Securities Analyst

TL;DR: Nasdaq equity deficiency is a material negative; the extension provides runway but delisting risk remains without clear financing.

The company’s failure to meet the $2.5 million stockholders’ equity threshold is a material listing compliance issue. Nasdaq’s extension to October 13, 2025 is remedial but time-limited; the registrant’s path to compliance appears to rely on financing arrangements referenced elsewhere, which carry execution and market risks. If financing does not close or equity is not restored, the Company faces appeal processes or potential delisting, which would materially affect shareholder liquidity and valuation.

Corporate Governance Expert

TL;DR: The Company followed prescribed procedures by submitting a plan and obtaining an extension; governance processes are operating but reflect financial strain.

RedHill engaged with Nasdaq, submitted a remediation plan and obtained an extension, which is consistent with standard compliance remediation practices. The availability of an appeal to a Hearings Panel offers an additional procedural safeguard. However, these steps underscore an underlying capital shortfall and dependency on successful financing or other equity-restoring measures disclosed elsewhere in the Company’s filings.

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 August 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 ☐

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 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).

On August 8, 2025, the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) issued an extension letter granting RedHill Biopharma Ltd. (the “Company”) additional time until October 13, 2025 to regain compliance with Nasdaq Listing Rule 5550(b), which requires listed companies to maintain a minimum stockholders’ equity of $2,500,000 for continued listing (the “Rule”).

As previously reported, on April 15, 2025 the Company received a written notification of a deficiency letter from Nasdaq notifying the Company that it no longer complies with the Rule. The Company submitted a plan to Nasdaq to regain compliance, and Nasdaq responded with the extension letter referred to above.

In the event the Company does not regain compliance by October 13, 2025, the Company may appeal Staff’s determination to a Hearings Panel, which if accepted will provide the Company additional time to regain compliance.

Special Note Concerning Forward Looking Statements

This Form 6-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “will,” and similar expressions are intended to identify forward-looking statements. For example, the Company is using forward-looking statements when discussing its plans to achieve compliance with Nasdaq’s stockholders’ equity requirement. Because such statements deal with future events and are based on RedHill’s current expectations, they are subject to various risks and uncertainties, and actual results, performance, or achievements of RedHill could differ materially from those described in or implied by the statements in this Form 6-K.

The forward-looking statements contained or implied in this Form 6-K are subject to other risks and uncertainties, including market conditions and the satisfaction of all conditions to, and the closing of, the financing arrangements described above, as well as those discussed in RedHill’s Annual Report on Form 20-F for the year ended December 31, 2024, and in subsequent filings with the Securities and Exchange Commission. Except as otherwise required by law, RedHill undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

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: August 14, 2025	By:	/s/ Dror Ben-Asher
	Name:	Dror Ben-Asher
	Title:	Chief Executive Officer

FAQ

What compliance issue does RedHill Biopharma (RDHL) report?

The Company is not in compliance with Nasdaq Listing Rule 5550(b), which requires minimum stockholders' equity of $2,500,000.

What extension did Nasdaq grant to RDHL and when?

Nasdaq issued an extension on August 8, 2025 giving RedHill until October 13, 2025 to regain compliance.

What will happen if RDHL does not regain compliance by the deadline?

If the Company does not regain compliance by October 13, 2025, it may appeal Staff’s determination to a Hearings Panel, which could provide additional time.

Does the filing include financial results or transaction details?

No. This Form 6-K does not include earnings data or major transaction details; it focuses on Nasdaq compliance and related disclosures.

Are there risks associated with RDHL’s plan to regain compliance?

Yes. The filing states that forward-looking statements about achieving compliance depend on market conditions and the satisfaction and closing of financing arrangements described in other filings.