(Amendment No. 1)*
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
* The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
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1.
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NAMES
OF REPORTING PERSONS
Ibex
Investors LLC
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a) ☐
(b) ☐
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Colorado, USA
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE
VOTING POWER
17,700,000*
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6.
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SHARED
VOTING POWER
0
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7.
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SOLE
DISPOSITIVE POWER
17,700,000*
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8.
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SHARED
DISPOSITIVE POWER
0
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,700,000*
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10.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) ☐
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0%
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12.
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TYPE
OF REPORTING PERSON (see instructions)
OO
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____________________________
* The Reporting Persons beneficially own 1,770,000 American Depository
Shares representing 17,700,000 Ordinary Shares. The information above is given as of the end of business on January 24, 2020, the
business day before the date of filing of this Schedule 13G.
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1.
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NAMES
OF REPORTING PERSONS
Justin
B. Borus
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a) ☐
(b) ☐
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE
VOTING POWER
17,700,000*
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6.
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SHARED
VOTING POWER
0
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7.
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SOLE
DISPOSITIVE POWER
17,700,000*
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8.
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SHARED
DISPOSITIVE POWER
0
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,700,000*
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10.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) ☐
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0%
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12.
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TYPE
OF REPORTING PERSON (see instructions)
IN
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____________________________
* The Reporting Persons beneficially own 1,770,000 American Depository
Shares representing 17,700,000 Ordinary Shares. The information above is given as of the end of business on January 24, 2020, the
business day before the date of filing of this Schedule 13G.
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1.
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NAMES
OF REPORTING PERSONS
Ibex
Israel Fund LLLP
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a) ☐
(b) ☐
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
USA
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE
VOTING POWER
17,700,000*
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6.
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SHARED
VOTING POWER
0
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7.
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SOLE
DISPOSITIVE POWER
17,700,000*
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8.
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SHARED
DISPOSITIVE POWER
0
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,700,000*
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10.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) ☐
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0%
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12.
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TYPE
OF REPORTING PERSON (see instructions)
PN
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____________________________
* The Reporting Persons beneficially own 1,770,000 American Depository
Shares representing 17,700,000 Ordinary Shares. The information above is given as of the end of business on January 24, 2020, the
business day before the date of filing of this Schedule 13G.
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1.
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NAMES
OF REPORTING PERSONS
Ibex
GP LLC
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a) ☐
(b) ☐
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
USA
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE
VOTING POWER
17,700,000*
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6.
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SHARED
VOTING POWER
0
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7.
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SOLE
DISPOSITIVE POWER
17,700,000*
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8.
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SHARED
DISPOSITIVE POWER
0
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,700,000*
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10.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) ☐
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0%
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12.
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TYPE
OF REPORTING PERSON (see instructions)
OO
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____________________________
* The Reporting Persons beneficially own 1,770,000 American Depository
Shares representing 17,700,000 Ordinary Shares. The information above is given as of the end of business on January 24, 2020, the
business day before the date of filing of this Schedule 13G.
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1.
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NAMES
OF REPORTING PERSONS
Ibex
Investment Holdings LLC
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a) ☐
(b) ☐
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
USA
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE
VOTING POWER
17,700,000*
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6.
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SHARED
VOTING POWER
0
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7.
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SOLE
DISPOSITIVE POWER
17,700,000*
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8.
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SHARED
DISPOSITIVE POWER
0
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,700,000*
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10.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) ☐
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0%
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12.
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TYPE
OF REPORTING PERSON (see instructions)
OO
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____________________________
* The Reporting Persons beneficially own 1,770,000 American Depository
Shares representing 17,700,000 Ordinary Shares. The information above is given as of the end of business on January 24, 2020, the
business day before the date of filing of this Schedule 13G.
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1.
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NAMES
OF REPORTING PERSONS
Ibex
Investment Holdings II LLC
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a) ☐
(b) ☐
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
USA
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE
VOTING POWER
17,700,000*
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6.
|
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SHARED
VOTING POWER
0
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7.
|
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SOLE
DISPOSITIVE POWER
17,700,000*
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8.
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SHARED
DISPOSITIVE POWER
0
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,700,000*
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10.
|
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) ☐
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0%
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12.
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TYPE
OF REPORTING PERSON (see instructions)
OO
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____________________________
* The Reporting Persons beneficially own 1,770,000 American Depository
Shares representing 17,700,000 Ordinary Shares. The information above is given as of the end of business on January 24, 2020, the
business day before the date of filing of this Schedule 13G.
Item 1.
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(a)
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The name of the issuer is RedHill Biopharma Ltd. (the “Issuer”).
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(b)
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The principal executive offices of the Issuer are located at 21 Ha’arba’a Street, Tel Aviv 6473921, Israel.
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Item 2.
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(a)
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This Schedule 13G (this “Statement” or this “Schedule 13G”) is being filed by: (1) Justin
B. Borus; (2) Ibex Investors LLC, a Colorado limited liability company (the “Investment Manager”); (3) Ibex
Israel Fund LLLP, a Delaware limited liability limited partnership (the “Fund”); (4) Ibex GP LLC, a Colorado
limited liability company (the “General Partner”); (5) Ibex Investment Holdings LLC, a Delaware limited liability
company (“IM Holdings”); and (6) Ibex Investment Holdings II LLC, a Delaware limited liability company (“GP
Holdings”) (all of the foregoing, collectively, the “Reporting Persons”). The Fund is a private investment
vehicle. The Fund directly beneficially owns the Ordinary Shares (as defined below) reported in this Statement. The Investment
Manager is the investment manager of the Fund. IM Holdings is the sole member of the Investment Manager. The General Partner is
the general partner of the Fund. GP Holdings is the sole member of the General Partner. Justin B. Borus is the manager of the Investment
Manager, IM Holdings, the General Partner and GP Holdings. Justin B. Borus, the Investment Manager, IM Holdings, the General Partner
and GP Holdings may be deemed to beneficially own the Ordinary Shares directly beneficially owned by the Fund. Each Reporting Person
disclaims beneficial ownership with respect to any shares other than the shares directly beneficially owned by such Reporting Person.
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(b)
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The principal business office of the Reporting Persons is c/o Ibex Investors LLC, 3200 Cherry Creek South Drive, Suite 670,
Denver, CO 80209.
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(c)
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For citizenship information see Item 4 of the cover page of each Reporting Person.
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(d)
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This Statement relates to the Ordinary Shares, NIS 0.01 par value per share (the “Ordinary Shares”).
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(e)
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The CUSIP Number of the Ordinary Shares is M8208M118. The CUSIP Number of the related ADRs is 757468103.
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Item 3. If this statement is filed pursuant to 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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[_] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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[_] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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[_] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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[_] Investment company registered under section 8 of the Investment Company Act of 1940 (15
U.S.C. 80a-8).
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(e)
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[_] An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
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(f)
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[_] An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);
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(g)
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[_] A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);
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(h)
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[_] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act
(12 U.S.C. 1813);
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(i)
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[_] A church plan that is excluded from the definition of an investment company under section
3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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[_] A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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[_] Group, in accordance with §240.13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance
with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
Item 4. Ownership.
See Items 5-9 and 11 on the cover page for each Reporting Person,
and Item 2, which information is given as of the end of business on January 24, 2020, the business day prior to the date of filing
of this Schedule 13G. As of the Event Date of December 31, 2019, the Fund owned 1,753,395 American Depository Shares representing
17,533,950 Ordinary Shares, which equaled 4.97% of all outstanding Ordinary Shares.
The percentages of beneficial ownership contained herein are based
on 35,269,566 American Depository Shares representing 352,695,660 Ordinary Shares outstanding as of January 22, 2020, as reported
by the Issuer on its investor website.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to
report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the following: [_]
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
(a) Not applicable.
(b) Not applicable.
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(c)
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other
than activities solely in connection with a nomination under §240.14a-11.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and correct.
Dated: January 27, 2020
Justin B. Borus
Ibex Investors LLC
Ibex Israel Fund LLLP
Ibex GP LLC
Ibex Investment Holdings LLC
Ibex Investment Holdings II LLC
By:
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/s/
Justin B. Borus
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Justin B. Borus, for himself and as the Manager of each of the Investment
Manager, IM Holdings, the General Partner (for itself and on behalf of the Fund) and GP Holdings
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