SEC Form 6-K filed by Redhill Biopharma Ltd.
$RDHL
Biotechnology: Pharmaceutical Preparations
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of March 2025
Commission File No.:001-35773
Commission File No.:001-35773
REDHILL BIOPHARMA LTD.
(Translation of registrant’s name into English)
21 Ha’arba’a Street, Tel Aviv, 6473921, Israel
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Attached hereto and incorporated herein by reference is the notice of the annual general meeting of RedHill Biopharma Ltd. scheduled for May 5, 2025.
This Form 6-K is hereby incorporated by reference into the Company’s Registration Statements on Form S-8 filed with the Securities and Exchange Commission on May 2, 2013 (Registration No.
333-188286), on October 29, 2015 (Registration No. 333-207654), on July 25, 2017 (Registration No. 333-219441), on May 23, 2018 (Registration No. 333-225122), on July 24, 2019 (File No. 333-232776), on March 25, 2021 (File No. 333-254692), on May
3, 2021 (File No. 333-255710), on January 11, 2022 (File No. 333-262099), on June 27, 2022 (File No. 333-265845), on June 29, 2023 (File No. 333-273001), on June 20, 2024 (File No. 333-280327) and on March 25, 2025 (File No. 333-286082), and its
Registration Statements on Form F-3 filed with the Securities and Exchange Commission on March 30, 2021 (File No. 333-254848), August 4, 2023 (File No. 333-273709) and on October 13, 2023 (File No. 333-274957), as amended, and on August 9, 2024
(File No. 333-281417).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
REDHILL BIOPHARMA LTD.
|
|
|
|
|
(the “Registrant”)
|
|
|
|
|
|
|
|
|
Date: March 26, 2025
|
By:
|
/s/ Dror Ben-Asher
|
|
|
|
Name:
|
Dror Ben-Asher
|
|
|
|
Title:
|
Chief Executive Officer
|
|
REDHILL BIOPHARMA LTD.
21 Ha’arba’a Street
21 Ha’arba’a Street
Tel-Aviv 6473921
Israel
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
To be held on May 5, 2025
The Annual General Meeting of Shareholders of RedHill Biopharma Ltd. (the “Company”), will be held at the offices of the Company, 21 Ha’arba’a Street, 16th
Floor, Tel-Aviv, Israel, on May 5, 2025, at 3:00 p.m. Israel time, or at any adjournments thereof (the “General Meeting”), for the following purposes:
| 1. |
To appoint Kesselman & Kesselman, certified public accountants in Israel and a member of PricewaterhouseCoopers International Limited, as the Company’s auditors for the year 2025 and for an additional period until the next Annual
General Meeting; and to inform the shareholders of the aggregate compensation paid to the auditors for the year ended December 31, 2024;
|
| 2. |
To approve the re-election of Mr. Dror Ben-Asher and Dr. Kenneth Reed to the board of directors of the Company (the “Board of Directors”) for an additional three-year term until the annual general meeting to be held in 2028;
|
| 3. |
To approve a renewal of an amended version of the Company’s compensation policy (the “Compensation Policy”) for a three-year period in accordance with the requirements of the Israeli Companies Law, 5759-1999;
|
| 4. |
To approve the grant of restricted share units (“RSUs”) each with respect to one American Depository Share (each representing 10,000 ordinary shares, par value NIS 0.01 each) (“ADSs”) to the non-executive directors of the
Company;
|
| 5. |
To approve the grant of RSUs to Mr. Dror Ben-Asher, the Company’s Chief Executive Officer and Chairman of the Board of Directors;
|
| 6. |
To approve a grant of RSUs of the Company to Mr. Rick D. Scruggs, the Company’s Chief Commercial Officer, and Director; and
|
| 7. |
To approve an increase in the Company’s authorized share capital.
|
In addition, shareholders at the General Meeting will have an opportunity to review and ask questions regarding the financial statements of the Company for the fiscal year
ended December 31, 2024.
The Company is currently unaware of any other matters that may be raised at the General Meeting. Should any other matters be properly raised at the General Meeting, the
persons designated as proxies shall vote according to their own judgment on those matters.
Only holders of record of ADSs, evidenced by American Depositary Receipts issued by The Bank of New York Mellon at the close of business on March 27, 2025, shall be entitled to
receive notice of and to vote at the General Meeting.
The Board of Directors recommends that you vote “FOR” the proposals, as specified on the enclosed form of proxy.
ADS holders should return their proxies by the date set forth on their form of proxy.
Shareholders wishing to express their position on an agenda item for this General Meeting may do so by submitting a written statement (“Position Statement”) to the
Company’s offices, c/o Mr. Razi Ingber, at 21 Ha’arba’a Street, Tel-Aviv, 6473921 Israel, by no later than April 25, 2025. Any Position Statement received, that is in accordance with the guidelines set by the Israel Companies Law, will be
furnished to the U.S. Securities and Exchange Commission (the “Commission”) on Form 6-K, and will be made available to the public on the Commission’s website at http://www.sec.gov.
If within half an hour from the time appointed for the General Meeting, a quorum is not present, the General Meeting shall be adjourned to the next business day following
the day of the scheduled General Meeting, at the same time and place, or at another day, time and place prescribed by the Board of Directors in a notification to the shareholders.
This Notice and the documents mentioned therein, as well as the proposed resolutions on the agenda, will be made available to the public on the Company's website http://www.redhillbio.com
and on the Commission’s website at http://www.sec.gov.
|
By Order of the Board of Directors,
|
|
|
Dror Ben-Asher
|
|
|
Chairman of the Board of Directors
|
Tel-Aviv, Israel
March 26, 2025