RedHill Biopharma Ltd ADR美股招股说明书(2026-02-02版)

REDHILL BIOPHARMA LTD. 6,465,559 AMERICAN DEPOSITARY SHARES REPRESENTING 64,655,590,000 This prospectus relates to the offer and sale, from time to time, of up to 6,465,559 American Depositary Shares (“ADSs”),byYA II PN, LTD. (“YA” or the “Selling Shareholder”), a Cayman Islands exempt limited partnership, including (i) up to 5,000,000ADSs that we may, at our discretion, elect to issue and sell to YA from time to time after the date of this prospectus pursuant to thePurchase Agreement (as defined below), (ii) 386,593 ADSs (the “Initial Equity Shares”) issued to YA on the date of execution of thePurchase Agreement at a price of $1.0235 per Initial Equity Share, (iii) 590,446 ADSs issuable upon exercise of pre-funded warrants(the “Pre-Funded Warrants”) at the exercise price of $0.0001 per ADS, that were issued to YA on the date of execution of the PurchaseAgreement at a price of $1.0234 per Pre-Funded Warrant (the issuance of the Initial Equity Shares and the Pre-Funded Warrants, the The Ordinary Shares represented by ADSs being offered by YA are to be issued and sold pursuant to that certain StandbyEquity Purchase Agreement, dated December 19, 2025 that we entered into with YA (the “Purchase Agreement”). We are not sellingany securities under this prospectus and will not receive any of the proceeds from the sale of the ADSs by YA. However, we mayreceive up to $25.0 million in aggregate gross proceeds from sales of the ADSs to YA that we may make under the PurchaseAgreement, from time to time during the 36 months following the execution of the Purchase Agreement (the “Advance Shares”). Onthe date of execution of the Purchase Agreement, we also issued to YA, the Initial Equity Shares and the Pre-Funded Warrants for The additional 5,000,000 ADSs representing Advance Shares that may be offered pursuant to this prospectus and YA agreedto purchase from time to time pursuant to the Purchase Agreement would be purchased at a price per ADS price equal to, at ourelection, as specified in the relevant notice sent by us to YA setting forth the number of ADSs that we desire to issue and sell to YA (the“Advance Notice”): (i) 95% of the Market Price (as defined below) on the applicable trading day of delivery of such Advance Notice(the “Option 1 Pricing Period”), or (ii) 97% of the Market Price for the three consecutive trading days commencing on the day suchAdvance Notice is deemed delivered (the “Option 2 Pricing Period,” and each of the Option 1 Pricing Period and the Option 2 Pricing In addition, we may not issue or sell any ADSs to YA under the Purchase Agreement, and YA will not have the right toexercise any portion of its Pre-funded Warrants for ADSs, if such ADSs, when aggregated with all other ADSs and ordinary sharesthen beneficially owned by YA and its affiliates, would result in YA and its affiliates beneficially owning more than 9.99% of the then The purchase price in each Advance Notice will fluctuate based on the market price of the ADSs, and although we mayspecify a certain minimum acceptable price per ADS in each Advance using the Option 2 Pricing Period, the Purchase Agreement doesnot provide a set floor price. Accordingly, it is not possible, at this stage, to predict the number of ADSs that may ultimately be soldpursuant to the Purchase Agreement. Pursuant to the Purchase Agreement, in the event that we sell all of the ADSs registered herein, If the total number of ADSs traded on Nasdaq during the applicable Pricing Period is less than the Volume Threshold (asdefined below), then the number of ADSs issued and sold pursuant to such Advance Notice will be reduced to the greater of (i) 30% ofthe trading volume of the ADSs on Nasdaq during the relevant Pricing Period or (ii) the number of ADSs sold by the Investor during Due to the reasons above, we may not have access to the right to sell the full $25 million of ADSs under the PurchaseAgreement to YA. YA may sell the ADSs included in this prospectus in a number of different ways and at varying prices. We provide moreinformation about how YA may sell the shares in the section entitled “Plan of Distribution.” YA is an “underwriter” within themeaning of Section 2(a)(11) of the Securities Act of 1933, as amended, the Securities Act. Any underwriters, broker-dealers or agents YA will pay all brokerage fees and commissions and similar expenses in connection with the offer and sale of the shares byYA pursuant to this prospectus. We will pay the expenses (except brokerage fees and commissions and similar expenses) incurred in The ADSs are listed on The Nasdaq Capital Market under the symbol “RDHL.” On January 26, 2026, the last reported sales We are a “foreign private issuer” as defined under the federal securities laws and, as such, are subject to reducedpublic company reporting requirements. See “Prospectus Summary – Implications of Being a Foreign Private Issuer.” Investing in the ADSs involves a high degree of risk. Please carefully consider the r