RedHill Biopharma Announces $15 Million Registered Direct Offer with Leading Healthcare Investor
TEL AVIV, Israel and RALEIGH, North Carolina, May 9, 2022 /PRNewswire/ — RedHill Biopharma Ltd. (NASDAQ: RDHL) (“RedHill” or the “Company”), a specialty biopharmaceutical company, today announced that it has entered into a definitive agreement with a single major healthcare investor to purchase and sale of 10,563,380 American Depositary Shares (“ADS”) (or ADS equivalents) of the Company, each ADS representing ten (10) common shares, at a purchase price of $1.42 by ADS (or equivalent ADS), in a registered direct offer. RedHill has also agreed to issue the investor unregistered private warrants to purchase up to an aggregate of 13,204,225 ADSs in a concurrent private placement. The warrants have an exercise price of $1.48 per ADS, are exercisable six months after the date of issue and have a term of five and a half years. The offering is expected to close on or about May 11, 2022subject to satisfaction of customary closing conditions.
Cantor Fitzgerald & Co. is acting as exclusive placement agent for the offering.
The Company’s gross proceeds from this offering are expected to be approximately $15 million, before deduction of placement agent fees and other offering costs payable by the Company. The Company intends to use the net proceeds of this offering for working capital, acquisitions and general corporate purposes.
The securities described above (but not the Warrants or the ADSs underlying the Warrants) are offered by the Company pursuant to a “pending” registration statement on Form F-3 (File No. 333 -258259) previously filed with the Securities and Exchange Commission (the “SEC”) at July 29, 2021and declared effective by the SEC on August 9, 2021. The offering of securities is made only by means of a prospectus, including a prospectus supplement, forming part of the effective registration statement. A final prospectus supplement and accompanying prospectus relating to the securities offered will be filed with the SEC. Electronic copies of the final prospectus supplement and accompanying prospectus may be obtained, when available, from the SEC’s website at http://www.sec.gov or by contacting Cantor Fitzgerald & Co., 499 Park Avenue, 4th Floor, New York, New York 10022, Attn: Capital Markets Department, or by email at [email protected].
The warrants described above were offered pursuant to a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), and Regulations D promulgated thereunder and, together with the ADSs underlying the Warrants, have not been registered under the Act or applicable state securities laws. Accordingly, the underlying warrants and ADSs may not be offered or sold in United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Act and applicable state securities laws.
This press release does not constitute an offer to sell or a solicitation of an offer to buy these securities, and there will be no sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
About RedHill Biopharma
RedHill Biopharma Ltd. (NASDAQ: RDHL) is a specialty biopharmaceutical company primarily focused on gastrointestinal and infectious diseases. RedHill promotes gastrointestinal drugs, Movantik® for opioid-induced constipation in adults, Talicia® for the treatment of Helicobacter pylori (H. pylori) infection in adultsand Aemcolo® for the treatment of traveler’s diarrhea in adults. RedHill’s major late-stage clinical development programs include: (i) RHB-204, with an ongoing Phase 3 study in non-tuberculous mycobacterial lung disease (NTM); (ii) opaganib (ABC294640)a first–in–an oral selective SK2 class inhibitor targeting multiple indications with a phase 2/3 program for hospital-based COVID-19 and phase 2 studies for prostate cancer and cholangiocarcinoma underway; (iii) RHB-107 (upamostat), an oral serine protease inhibitor in a Phase 2/3 study as a treatment for symptomatic outpatient COVID-19, and targeting several other cancers and inflammatory gastrointestinal diseases; (iv) RHB-104, with positive results from a first phase 3 study for Crohn’s disease; (v) RHB-102 , with positive results from a phase 3 study for acute gastroenteritis and gastritis and positive results from a phase 2 study for IBS-D; and V) RHB–106, an encapsulated bowel preparation. More information about the Company is available at www.redhillbio.com/ twitter.com/RedHillBio.
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements in this press release other than statements of historical fact may be deemed to be forward-looking, including, but not limit, statements regarding the completion of the Registered Direct Offer, the satisfaction of customary closing conditions relating to the Registered Direct Offer and the intended use of the net proceeds of the Registered Direct Offer. Words such as “plans”, “expects”, “will”, “anticipates”, “continues”, “expands”, “advances”, “develops”, “believes”, “directs”, “targets” , “may”, “remain”, “plan”, “outlook”, “intend”, “estimate”, “could”, “should” and other terms and terms of similar meaning and expression are intended to identify forward-looking statements, although not all forward-looking statements contain such terms. Forward-looking statements are based on management’s current beliefs and assumptions which are subject to risks and uncertainties and are not guarantees of future performance. Actual results could differ materially from those contained in any forward-looking statement due to a variety of factors, including, without limitation: market and other conditions, risks that the ongoing COVID-19 pandemic could disrupt business of the Company and/or the global healthcare system market (including its supply chain) more severely than to date or more severely than expected; unforeseen costs, charges or expenses that reduce the Company’s capital resources; the Company’s preclinical programs do not progress to the clinic or result in approved products in a timely or cost-effective manner or at all; the results of the first clinical trials are not always predictive of future results; the cost, timing and results of clinical trials; that many drug candidates do not become approved drugs in a timely or cost-effective manner, if at all; the possibility of enrolling patients in clinical trials; potential safety and efficacy issues; regulatory changes; the Company’s ability to obtain or maintain collaborations and/or to collaborate successfully with strategic partners; regulatory changes; exposure to litigation, including patent litigation, and/or regulatory actions; the Company’s ability to protect its intellectual property rights; and the impact of the completion of the previously reported internal Company investigation of the Company’s business and the diversion of management’s time and attention to related matters, including any related investigation or proceeding, shareholder lawsuits, reputational damage or the possibility that officers or other employees may resign. Given these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. For a discussion of other risks and uncertainties, and other important factors, each of which could cause the Company’s actual results to differ materially from those contained in the forward-looking statements, see the section entitled “Risk Factors” in the annual report of the Company on Form 20-F filed with the SEC on March 17, 2022, as updated by the Company’s subsequent filings with the Securities and Exchange Commission. All information contained in this press release is as of the date of the release, and the Company undertakes no obligation to update such information or to publicly announce the results of any revision to any of these statements to reflect future events or developments, except as required by law.
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 Movantik® (naloxegol) is indicated for opioid-induced constipation (IOC). Full prescribing information see: www.movantik.com.
 Talicia® (omeprazole magnesium, amoxicillin and rifabutin) is indicated for the treatment of H.pylori infection in adults. For complete prescribing information, see: www.Talicia.com.
 Aemcolo® (rifamycin) is indicated for the treatment of traveler’s diarrhea caused by non-invasive strains of Escherichia coli in adults. For complete prescribing information, see: www.aemcolo.com.
SOURCERedHill Biopharma Ltd.