TEL
AVIV, Israel and RALEIGH,
N.C, 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 leading
healthcare investor for the purchase and sale of 10,563,380 of the
Company's American Depositary Shares ("ADSs") (or ADS equivalents),
each ADS representing ten (10) ordinary shares, at a purchase price
of $1.42 per ADS (or ADS equivalent),
in a registered direct offering. RedHill has also agreed to issue
to 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 issuance date and have a term of five and one-half years. The
closing of the offering is expected to occur on or about
May 11, 2022, subject to the
satisfaction of customary closing conditions.
Cantor Fitzgerald & Co. is acting as the exclusive placement
agent for the offering.
The gross proceeds to the Company from this offering are
expected to be approximately $15
million, before deducting the placement agent's fees and
other offering expenses payable by the Company. The Company intends
to use the net proceeds from 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 being offered by the Company pursuant
to a "shelf" registration statement on Form F-3 (File No
333-258259) previously filed with the Securities and Exchange
Commission (the "SEC") on July 29,
2021, and declared effective by the SEC on August 9, 2021. The offering of the securities is
made only by means of a prospectus, including a prospectus
supplement, forming a part of the effective registration statement.
A final prospectus supplement and accompanying prospectus relating
to the securities being offered will be filed with the SEC.
Electronic copies of the final prospectus supplement and
accompanying prospectus may be obtained, when available, on 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 prospectus@cantor.com.
The warrants described above were offered in a private placement
under Section 4(a)(2) of the Securities Act of 1933, as amended
(the "Act"), and Regulation D promulgated thereunder and, along
with the ADSs underlying the warrants, have not been registered
under the Act, or applicable state securities laws. Accordingly,
the warrants and underlying ADSs may not be offered or sold in
the United States except pursuant
to an effective registration statement or an applicable exemption
from the registration requirements of the Act and such applicable
state securities laws.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any state or other jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to the 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 the gastrointestinal drugs,
Movantik® for opioid-induced constipation in
adults[1], Talicia® for the treatment of
Helicobacter pylori (H. pylori) infection in adults[2], and
Aemcolo® for the treatment of travelers' diarrhea
in adults[3]. RedHill's key clinical late-stage development
programs include: (i) RHB-204, with an ongoing Phase 3
study for pulmonary nontuberculous mycobacteria (NTM) disease; (ii)
opaganib (ABC294640), a first-in-class oral
SK2 selective inhibitor targeting multiple indications with a Phase
2/3 program for hospitalized COVID-19 and Phase 2 studies for
prostate cancer and cholangiocarcinoma ongoing; (iii)
RHB-107 (upamostat), an oral serine protease
inhibitor in a Phase 2/3 study as treatment for non-hospitalized
symptomatic COVID-19, and targeting multiple other cancer 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 (vi) RHB-106, an
encapsulated bowel preparation. More information about the Company
is available at www.redhillbio.com/ twitter.com/RedHillBio.
Forward Looking Statements
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 could be deemed forward looking including, but not
limited to, statements regarding the completion of the registered
direct offering, the satisfaction of customary closing conditions
related to the registered direct offering and the intended use of
net proceeds from the registered direct offering. Words such as
"plans," "expects," "will," "anticipates," "continue," "expand,"
"advance," "develop" "believes," "guidance," "target," "may,"
"remain," "project," "outlook," "intend," "estimate," "could,"
"should," and other words 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 that 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 as a result of various factors, including, without
limitation: market and other conditions, the risks that the ongoing
COVID-19 pandemic may disrupt the Company's business and/or the
global healthcare system (including its supply chain) more severely
than it has to date or more severely than anticipated; unexpected
costs, charges or expenses that reduce the Company's capital
resources; the Company's preclinical programs do not advance into
clinical or result in approved products on a timely or cost
effective basis or at all; the results of early clinical trials are
not always being predictive of future results; the cost, timing and
results of clinical trials; that many drug candidates do not become
approved drugs on a timely or cost effective basis or at all; the
ability to enroll patients in clinical trials; possible safety and
efficacy concerns; regulatory developments; the ability of the
Company to obtain or maintain collaborations and/or collaborate
successfully with strategic partners; regulatory developments;
exposure to litigation, including patent litigation, and/or
regulatory actions; the ability of the Company to protect its
intellectual property rights; and the impact of the completion of
the Company's previously reported internal investigation on the
Company's business and diversion of management time and attention
on related issues, including any related investigations or
proceedings, shareholder lawsuits, reputational harm, or the
possibility that executives or other employees may resign. Given
these risks and uncertainties, you are cautioned not to place undue
reliance on such forward-looking statements. For a discussion of
other risks and uncertainties, and other important factors, any of
which could cause the Company's actual results to differ from those
contained in the forward-looking statements, see the section titled
"Risk Factors" in the Company's Annual Report 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 in this press release is as of
the date of the release, and the Company undertakes no duty to
update this information or to publicly announce the results of any
revisions to any of such statements to reflect future events or
developments, except as required by law.
Contacts
Company contact:
Adi Frish
Chief Corporate & Business Development Officer
RedHill Biopharma
+972-54-6543-112
adi@redhillbio.com
Media contacts:
U.S. / UK: Amber Fennell,
Consilium
+44 (0) 7739 658 783
fennell@consilium-comms.com
[1] Movantik® (naloxegol) is indicated for opioid-induced
constipation (OIC). Full prescribing information see:
www.movantik.com.
[2] Talicia® (omeprazole magnesium, amoxicillin and
rifabutin) is indicated for the treatment of H. pylori
infection in adults. For full prescribing information see:
www.Talicia.com.
[3] Aemcolo® (rifamycin) is indicated for the
treatment of travelers' diarrhea caused by noninvasive strains of
Escherichia coli in adults. For full prescribing information
see: www.aemcolo.com.
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SOURCE RedHill Biopharma Ltd.