RedHill Biopharma Ltd ADR美股招股说明书(2025-10-21版)

PROSPECTUS SUPPLEMENT NO. 1(To Prospectus Dated September 9, 2025) REDHILL BIOPHARMA LTD. 4,582,582 AMERICAN DEPOSITARY SHARES REPRESENTING 45,825,820,000 ORDINARYSHARES This prospectus supplement (“Supplement”) modifies, supersedes and supplements certain information contained in, andshould be read in conjunction with, that certain prospectus, dated September 9, 2025 filed with the Securities and ExchangeCommission (the “SEC”) by RedHill Biopharma Ltd. (the “Company”) (the “Prospectus”) related to the resale from time to time bythe selling shareholder identified in the Prospectus (the “Selling Shareholder”), of up to 4,582,582 American Depositary Shares(“ADSs”), each ADS representing ten thousand (10,000) ordinary shares, par value NIS 0.01 per share (“Ordinary Shares”), or45,825,820,000 ordinary shares in the aggregate, that may be issued by us to Alumni Capital LP (“Alumni” or the “SellingShareholder”) pursuant to that certain Any Market Purchase Agreement, dated as of June 20, 2025, by and between us and Alumni (the“Any Market Purchase Agreement”), establishing a committed equity line of credit. Such ADSs include (i) up to 4,249,249 ADSs (the“AMPA ADSs”) that may be issued by the Company in connection with an equity line of credit, from time to time after the date of thisprospectus, upon the terms and subject to the conditions in the Any Market Purchase Agreement, which may include up to 4,249,249ADSs (the “Prefunded Warrant ADSs”) issuable to the Selling Shareholder upon exercise of prefunded warrants (the “PrefundedWarrants” and together with the AMPA ADSs and Prefunded Warrant ADSs, the “Purchase Notice Securities”) to purchase OrdinaryShares represented by ADSs that may be issued in lieu of ADSs,and (ii) up to 333,333 ADSs (the “Commitment Warrant ADSs”, andtogether with the AMPA ADSs and the Prefunded Warrant ADSs, the “Offered ADSs”) issuable to Alumni upon the exercise of thatcertain unregistered commitment warrant (the “Commitment Warrant”) to purchase Ordinary Shares represented by ADSs issued toAlumni as consideration for Alumni’s execution, delivery, and performance of the Any Market Purchase Agreement. The ADSs are listed on The Nasdaq Capital Market under the symbol “RDHL.” On October 17, 2025, the last reported saleprice of the ADSs on The Nasdaq Capital Market was $1.50 per ADS. The information contained in this Supplement modifies and supersedes, in part, the information in the Prospectus. ThisSupplement is not complete without, and may not be delivered or used except in connection with, the Prospectus. Any information thatis modified or superseded in the Prospectus shall not be deemed to constitute a part of the Prospectus, except as modified orsuperseded by this Supplement. We may amend or supplement the Prospectus from time to time by filing amendments or supplements as required. Youshould read the entire Prospectus and any amendments or supplements carefully before you make an investment decision. Investing in our securities involves risks. See “Risk Factors” on page 9 of the Prospectus and in the documentsincorporated by reference into the Prospectus, including the risks described under “Risk Factors” in our most recent AnnualReport on Form 20-F. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined ifthis Supplement or the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense. FORWARD-LOOKING STATEMENTS You should carefully consider the risk factors set forth in or incorporated by reference into the Prospectus, as well as the otherinformation contained in or incorporated by reference into this Supplement and the Prospectus. This Supplement, the Prospectus anddocuments incorporated therein by reference contain forward-looking statements regarding events, conditions, and financial trendsthat may affect our plan of operation, business strategy, operating results, and financial position. You are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. Actual results may differmaterially from those included within the forward-looking statements as a result of various factors. Cautionary statements in the “RiskFactors” section of the Prospectus and the reports incorporated by reference therein identify important risks and uncertainties affectingour future, which could cause actual results to differ materially from the forward-looking statements made or included in thisSupplement and the Prospectus. LETTER AGREEMENT TO THE ANY MARKET PURCHASE AGREEMENT This Supplement is being filed to disclose the following: On October 20, 2025, we entered into a letter agreement with Alumni (the “Letter Agreement”), pursuant to which the partiesagreed to increase the beneficial ownership limitation on purchasing ADSs with respect to Forward Purchase Notices (as defined in theAny Market Purchase Agreement) under the Any M