UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
RedHill Biopharma Ltd.
(Name of Issuer)
Ordinary Shares, NIS 0.01 par value per share
(Title of Class of Securities)
M8208M118
(CUSIP Number)
December 31, 2020
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
* 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).
CUSIP No. M8208M118
| 1. |
Names of Reporting Persons |
| |
|
| |
Ibex Investors LLC |
| |
|
| 2. |
Check the Appropriate Box if a Member of a Group (See
Instructions) |
| |
|
| |
(a) ¨ |
| |
(b) ¨ |
| |
|
| |
|
| 3. |
SEC Use Only |
| |
|
| 4. |
Citizenship or Place of Organization |
| |
|
| |
Colorado, USA |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
|
5. SOLE VOTING
POWER |
22,777,100* |
| 6. SHARED VOTING
POWER |
0 |
| 7. SOLE DISPOSITIVE
POWER |
22,777,100* |
| 8. SHARED DISPOSITIVE
POWER |
0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting
Person |
| |
|
| |
22,777,100* |
| |
|
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) ¨ |
| |
|
| 11. |
Percent of Class Represented by Amount in Row (9) |
| |
|
| |
5.5%* |
| |
|
| 12. |
Type of Reporting Person (See Instructions) |
| |
|
| |
OO |
* The Reporting Persons beneficially own 2,277,710 American
Depository Shares representing 22,777,100 Ordinary Shares. The
information above is given as of the end of business on January 14,
2021, the business day before the date of filing of this Schedule
13G.
CUSIP No. M8208M118
| 1. |
Names of Reporting Persons |
| |
|
| |
Justin B. Borus |
| |
|
| 2. |
Check the Appropriate Box if a Member of a Group (See
Instructions) |
| |
|
| |
(a) ¨ |
| |
(b) ¨ |
| |
|
| |
|
| 3. |
SEC Use Only |
| |
|
| 4. |
Citizenship or Place of Organization |
| |
|
| |
USA |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
|
5. SOLE VOTING
POWER |
22,777,100* |
| 6. SHARED VOTING
POWER |
0 |
| 7. SOLE DISPOSITIVE
POWER |
22,777,100* |
| 8. SHARED DISPOSITIVE
POWER |
0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting
Person |
| |
|
| |
22,777,100* |
| |
|
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) ¨ |
| |
|
| 11. |
Percent of Class Represented by Amount in Row (9) |
| |
|
| |
5.5%* |
| |
|
| 12. |
Type of Reporting Person (See Instructions) |
| |
|
| |
IN |
* The Reporting Persons beneficially own 2,277,710 American
Depository Shares representing 22,777,100 Ordinary Shares. The
information above is given as of the end of business on January 14,
2021, the business day before the date of filing of this Schedule
13G.
CUSIP No. M8208M118
| 1. |
Names of
Reporting Persons |
|
|
| |
Ibex Israel
Fund LLLP |
|
|
| 2. |
Check the
Appropriate Box if a Member of a Group (See Instructions) |
|
|
| |
(a) ¨ |
| |
(b) ¨ |
|
|
| 3. |
SEC Use
Only |
|
|
| 4. |
Citizenship or
Place of Organization |
|
|
| |
Delaware,
USA |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH: |
5. SOLE VOTING POWER |
22,777,100* |
|
6. SHARED VOTING POWER |
0 |
|
7. SOLE DISPOSITIVE POWER |
22,777,100* |
|
8. SHARED DISPOSITIVE POWER |
0 |
| 9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
|
|
|
|
22,777,100* |
|
|
| 10. |
Check if the
Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ¨ |
|
|
| 11. |
Percent of
Class Represented by Amount in Row (9) |
|
|
|
|
5.5%* |
|
|
| 12. |
Type of
Reporting Person (See Instructions) |
|
|
| |
PN |
* The Reporting Persons beneficially own 2,277,710 American
Depository Shares representing 22,777,100 Ordinary Shares. The
information above is given as of the end of business on January 14,
2021, the business day before the date of filing of this Schedule
13G.
CUSIP No. M8208M118
| 1. |
Names of
Reporting Persons |
|
|
| |
Ibex GP
LLC |
|
|
| 2. |
Check the
Appropriate Box if a Member of a Group (See Instructions) |
|
|
| |
(a) ¨ |
| |
(b) ¨ |
|
|
| 3. |
SEC Use
Only |
|
|
| 4. |
Citizenship or
Place of Organization |
|
|
| |
Colorado,
USA |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH: |
5. SOLE VOTING POWER |
22,777,100* |
|
6. SHARED VOTING POWER |
0 |
|
7. SOLE DISPOSITIVE POWER |
22,777,100* |
|
8. SHARED DISPOSITIVE POWER |
0 |
| 9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
|
|
|
|
22,777,100* |
|
|
| 10. |
Check if the
Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ¨ |
|
|
|
11. |
Percent of Class Represented by Amount in Row (9) |
|
|
|
|
5.5%* |
|
|
| 12. |
Type of
Reporting Person (See Instructions) |
|
|
| |
OO |
* The Reporting Persons beneficially own 2,277,710 American
Depository Shares representing 22,777,100 Ordinary Shares. The
information above is given as of the end of business on January 14,
2021, the business day before the date of filing of this Schedule
13G.
CUSIP No. M8208M118
| 1. |
Names of
Reporting Persons |
|
|
| |
Ibex
Investment Holdings LLC |
|
|
| 2. |
Check the
Appropriate Box if a Member of a Group (See Instructions) |
|
|
| |
(a) ¨ |
| |
(b) ¨ |
|
|
| 3. |
SEC Use
Only |
|
|
| 4. |
Citizenship or
Place of Organization |
|
|
| |
Delaware,
USA |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH: |
5. SOLE VOTING POWER |
22,777,100* |
|
6. SHARED VOTING POWER |
0 |
|
7. SOLE DISPOSITIVE POWER |
22,777,100* |
|
8. SHARED DISPOSITIVE POWER |
0 |
| 9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
|
|
|
|
22,777,100* |
|
|
| 10. |
Check if the
Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ¨ |
|
|
| 11. |
Percent of
Class Represented by Amount in Row (9) |
|
|
|
|
5.5%* |
|
|
| 12. |
Type of
Reporting Person (See Instructions) |
|
|
| |
OO |
* The Reporting Persons beneficially own 2,277,710 American
Depository Shares representing 22,777,100 Ordinary Shares. The
information above is given as of the end of business on January 14,
2021, the business day before the date of filing of this Schedule
13G.
CUSIP No. M8208M118
| 1. |
Names of Reporting Persons |
| |
|
| |
Ibex Investment Holdings II LLC |
| |
|
| 2. |
Check the Appropriate Box if a Member of a Group (See
Instructions) |
| |
|
| |
(a) ¨ |
| |
(b) ¨ |
| |
|
| |
|
| 3. |
SEC Use Only |
| |
|
| 4. |
Citizenship or Place of Organization |
| |
|
| |
Delaware, USA |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH: |
5. SOLE VOTING
POWER |
22,777,100* |
| 6. SHARED VOTING
POWER |
0 |
| 7. SOLE DISPOSITIVE
POWER |
22,777,100* |
| 8. SHARED DISPOSITIVE
POWER |
0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting
Person |
| |
|
| |
22,777,100* |
| |
|
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) ¨ |
| |
|
| 11. |
Percent of Class Represented by Amount in Row (9) |
| |
|
| |
5.5%* |
| |
|
| 12. |
Type of Reporting Person (See Instructions) |
| |
|
| |
OO |
* The Reporting Persons beneficially own 2,277,710 American
Depository Shares representing 22,777,100 Ordinary Shares. The
information above is given as of the end of business on January 14,
2021, the business day before the date of filing of this Schedule
13G.
Item 1.
|
(a) |
The name of the issuer is RedHill Biopharma Ltd. (the
“Issuer”). |
|
(b) |
The principal executive offices of the Issuer are located at 21
Ha’arba’a Street, Tel Aviv 6473921, Israel. |
Item 2.
|
(a) |
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. |
|
(b) |
The principal business office of the Reporting Persons is c/o
Ibex Investors LLC, 260 N. Josephine, Suite 300, Denver, CO
80206. |
|
(c) |
For citizenship information see Item 4 of the cover page of
each Reporting Person. |
|
(d) |
This Statement relates to the Ordinary Shares, NIS 0.01 par
value per share (the “Ordinary Shares”). |
|
(e) |
The CUSIP Number of the Ordinary Shares is M8208M118. The CUSIP
Number of the related ADRs is 757468103. |
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:
| (a) |
¨ Broker or
dealer registered under section 15 of the Act (15 U.S.C. 78o). |
|
(b) |
¨ Bank as
defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
|
(c) |
¨ Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c). |
| (d) |
¨ |
Investment
company registered under section 8 of the Investment Company Act of
1940 (15 U.S.C. 80a-8). |
|
(e) |
¨ |
An investment
adviser in accordance with 240.13d-1(b)(1)(ii)(E); |
|
(f) |
¨ |
An employee
benefit plan or endowment fund in accordance with
240.13d-1(b)(1)(ii)(F); |
|
(g) |
¨ |
A parent holding
company or control person in accordance with
240.13d-1(b)(1)(ii)(G); |
|
(h) |
¨ |
A savings
associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813); |
|
(i) |
¨ |
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); |
|
(j) |
¨ |
A non-U.S.
institution in accordance with §240.13d-1(b)(1)(ii)(J); |
|
(k) |
¨ |
Group, in
accordance with §240.13d-1(b)(1)(ii)(K). |
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 14, 2021, the business day prior to the date of filing of
this Schedule 13G. The percentages of beneficial ownership
contained therein are based on 415,869,220 Ordinary Shares
outstanding as of such date, based on the Issuer’s Prospectus
Supplement dated January 11, 2021 filed with the SEC on January 13,
2021.
As of the Event Date of December 31, 2020, the Fund owned American
Depository Shares representing 18,925,930 Ordinary Shares, which
equaled 4.9% of all outstanding Ordinary Shares. Such percentage of
beneficial ownership is based on 383,981,460 Ordinary Shares
outstanding as of such date, based on the Issuer’s Prospectus
Supplement dated January 11, 2021 filed with the SEC on January 13,
2021.
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.
| (c) |
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. |
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 15, 2021
Justin B. Borus
Ibex Investors LLC
Ibex Israel Fund LLLP
Ibex GP LLC
Ibex Investment Holdings LLC
Ibex Investment Holdings II LLC
|
By: |
/s/ Justin B. Borus |
|
| |
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 |
|
