RedHill Biopharma Broadcasts Closing of $3.8 Million Registered Direct Providing and Warrant Train
TEL AVIV, ISRAEL, and RALEIGH, N.C., July 25, 2023 /PRNewswire/ — RedHill Biopharma Ltd. (Nasdaq: RDHL) (“RedHill” or the “Firm”), a specialty biopharmaceutical firm, at this time introduced that it has closed its beforehand introduced registered direct providing for the acquisition and sale of 1,301,923 of the Firm’s American Depositary Shares (“ADSs”) (or ADS equivalents), every ADS representing 4 hundred (400) peculiar shares, at a purchase order worth of $1.35 per ADS (or ADS equal).
The Firm additionally introduced the completion of the beforehand introduced train of its present Class A warrants exercisable for 1,500,000 ADSs, within the combination, at a diminished train worth of $1.35 per ADS, in alternate for brand spanking new warrants and the discount within the train worth of its present Class B warrants as described beneath.
H.C. Wainwright & Co. acted because the unique placement agent for the transactions.
The gross proceeds to the Firm from the transactions had been roughly $3.8 million, earlier than deducting the location agent’s charges and different providing bills payable by the Firm. The Firm intends to make use of the online proceeds from these transactions for basic working capital, acquisitions, analysis and improvement, and basic company functions.
The securities described above aside from the brand new warrants had been supplied by the Firm and the ADSs issuable upon train of the Class A warrants are registered, pursuant to a “shelf” registration assertion on Kind F-3 (File No. 333-258259) beforehand filed with the Securities and Alternate Fee (the “SEC”) on July 29, 2021, and declared efficient by the SEC on August 9, 2021. The providing of the securities within the registered direct providing was made solely via a prospectus, together with a prospectus complement, forming part of the efficient registration assertion. A remaining prospectus complement and accompanying prospectus regarding the registered direct providing was filed with the SEC. Digital copies of the ultimate prospectus complement and accompanying prospectus could also be obtained on the SEC’s web site at http://www.sec.gov or by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, third Flooring, New York, NY 10022, by telephone at (212) 865-5711 or e-mail at [email protected].
In reference to the train of its Class A warrants, the exercising holder (i) acquired new warrants to buy ADSs in a non-public placement and (ii) had the train worth of its present Class B warrants exercisable for 1,500,000 ADSs, within the combination, diminished to $1.80 per ADS. The brand new warrants are exercisable for as much as an combination of 1,500,000 ADSs, at an train worth of $1.80 per ADS and shall be exercisable till April 3, 2028. The brand new warrants described above had been supplied in a non-public placement underneath Part 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), and Regulation D promulgated thereunder and, together with the ADSs representing peculiar shares underlying such warrants, haven’t been registered underneath the Act, or relevant state securities legal guidelines. Accordingly, the brand new warrants and the ADSs underlying the warrants will not be supplied or bought in the US besides pursuant to an efficient registration assertion or an relevant exemption from the registration necessities of the Act and such relevant state securities legal guidelines. As a part of the transaction, the Firm has agreed to file a resale registration assertion on Kind F-3 with the SEC inside 15 days of the closing to register the resale of the ADSs underlying the brand new warrants issued within the personal placement.
In reference to the registered direct providing, the Firm additionally agreed that (i) sure present warrants to buy an combination of 330,106 ADSs at an train worth of $4.75 per ADS and (ii) sure present warrants to buy an combination of 971,817 ADSs at an train worth of $4.6305 per ADS, had been amended to have a diminished train worth of $1.80 per ADS.
This press launch shall not represent a proposal to promote or a solicitation of a proposal to purchase any of the securities, nor shall there be any sale of those securities in any state or different jurisdiction during which such supply, solicitation or sale could be illegal previous to the registration or qualification underneath the securities legal guidelines of any such state or different jurisdiction.
About RedHill Biopharma
RedHill Biopharma Ltd. (Nasdaq: RDHL) is a specialty biopharmaceutical firm primarily targeted on gastrointestinal and infectious illnesses. RedHill promotes the gastrointestinal medication Talicia®, for the therapy of Helicobacter pylori (H. pylori) an infection in adults[1], and Aemcolo®, for the therapy of vacationers’ diarrhea in adults[2]. RedHill’s key scientific late-stage improvement applications embrace: (i) opaganib (ABC294640), a primary–in–class oral broad-acting, host-directed SPHK2 selective inhibitor with potential for pandemic preparedness, concentrating on a number of indications with a U.S. Authorities collaboration for improvement for Acute Radiation Syndrome (ARS), a Part 2/3 program for hospitalized COVID-19, and a Part 2 program in oncology; (ii) RHB-107 (upamostat), an oral broad-acting, host-directed, serine protease inhibitor with potential for pandemic preparedness is in late-stage improvement as a therapy for non-hospitalized symptomatic COVID-19, and can also be concentrating on a number of different most cancers and inflammatory gastrointestinal illnesses; (iii) RHB-102, with potential UK submission for chemotherapy and radiotherapy induced nausea and vomiting, optimistic outcomes from a Part 3 examine for acute gastroenteritis and gastritis and optimistic outcomes from a Part 2 examine for IBS-D; (iv) RHB-104, with optimistic outcomes from a primary Part 3 examine for Crohn’s illness; and (v) RHB-204, a Part 3-stage program for pulmonary nontuberculous mycobacteria (NTM) illness. Extra details about the Firm is offered at www.redhillbio.com/ twitter.com/RedHillBio.
Ahead Trying Statements
This press launch incorporates “forward-looking statements” throughout the which means of the Personal Securities Litigation Reform Act of 1995. Such statements, together with, however not restricted to, statements relating to the supposed use of web proceeds therefrom, could also be preceded by the phrases “intends,” “could,” “will,” “plans,” “expects,” “anticipates,” “tasks,” “predicts,” “estimates,” “goals,” “believes,” “hopes,” “potential” or related phrases and embrace statements relating to anticipated the addition of latest income producing merchandise, out-licensing of the Firm’s improvement pipeline belongings, timing of opaganib’s improvement for Acute Radiation Syndrome, non-dilutive improvement funding from RHB-107 and its inclusion in a key platform examine. Ahead-looking statements are primarily based on sure assumptions and are topic to numerous identified and unknown dangers and uncertainties, a lot of that are past the Firm’s management and can’t be predicted or quantified, and consequently, precise outcomes could differ materially from these expressed or implied by such forward-looking statements. Such dangers and uncertainties embrace, with out limitation, market and different situations, the danger that the addition of latest income producing merchandise or out-licensing transactions won’t happen; the danger that acceptance onto the RNCP Product Growth Pipeline won’t assure ongoing improvement or that any such improvement won’t be accomplished or profitable; the danger that the FDA doesn’t agree with the Firm’s proposed improvement plans for opaganib for any indication, the danger that observations from preclinical research will not be indicative or predictive of leads to scientific trials; the danger that the FDA pre-study necessities won’t be met and/or that the Part 3 examine of RHB-107 in COVID-19 outpatients won’t be permitted to begin or if permitted, won’t be accomplished or, ought to that be the case, that we’ll not achieve success in acquiring different non-dilutive improvement funding for RHB-107, the danger that HB-107’s late-stage improvement for non-hospitalized COVID-19 won’t profit from the assets redirected from the terminated RHB-204 Part 3 examine, that the Part 2/3 COVID-19 examine for RHB-107 will not be profitable and, even when profitable, such research and outcomes will not be enough for regulatory functions, together with emergency use or advertising and marketing functions, and that further COVID-19 research for opaganib and RHB-107 are more likely to be required, in addition to dangers and uncertainties related to the danger that the Firm won’t efficiently commercialize its merchandise; in addition to dangers and uncertainties related to (i) the initiation, timing, progress and outcomes of the Firm’s analysis, manufacturing, pre-clinical research, scientific trials, and different therapeutic candidate improvement efforts, and the timing of the industrial launch of its industrial merchandise and ones it could purchase or develop sooner or later; (ii) the Firm’s potential to advance its therapeutic candidates into scientific trials or to efficiently full its pre-clinical research or scientific trials or the event of a industrial companion diagnostic for the detection of MAP; (iii) the extent and quantity and sort of further research that the Firm could also be required to conduct and the Firm’s receipt of regulatory approvals for its therapeutic candidates, and the timing of different regulatory filings, approvals and suggestions; (iv) the manufacturing, scientific improvement, commercialization, and market acceptance of the Firm’s therapeutic candidates and Talicia®; (v) the Firm’s potential to efficiently commercialize and promote Talicia® and Aemcolo®; (vi) the Firm’s potential to determine and keep company collaborations; (vii) the Firm’s potential to accumulate merchandise permitted for advertising and marketing within the U.S. that obtain industrial success and construct its personal advertising and marketing and commercialization capabilities; (viii) the interpretation of the properties and traits of the Firm’s therapeutic candidates and the outcomes obtained with its therapeutic candidates in analysis, pre-clinical research or scientific trials; (ix) the implementation of the Firm’s enterprise mannequin, strategic plans for its enterprise and therapeutic candidates; (x) the scope of safety the Firm is ready to set up and keep for mental property rights protecting its therapeutic candidates and its potential to function its enterprise with out infringing the mental property rights of others; (xi) events from whom the Firm licenses its mental property defaulting of their obligations to the Firm; (xii) estimates of the Firm’s bills, future revenues, capital necessities and desires for extra financing; (xiii) the impact of sufferers struggling antagonistic experiences utilizing investigative medication underneath the Firm’s Expanded Entry Program; (xiv) competitors from different firms and applied sciences throughout the Firm’s trade; and (xv) the hiring and employment graduation date of govt managers. Extra detailed details about the Firm and the danger elements that will have an effect on the conclusion of forward-looking statements is about forth within the Firm’s filings with the Securities and Alternate Fee (SEC), together with the Firm’s Annual Report on Kind 20-F filed with the SEC on April 28, 2023. All forward-looking statements included on this press launch are made solely as of the date of this press launch. The Firm assumes no obligation to replace any written or oral forward-looking assertion, whether or not on account of new info, future occasions or in any other case until required by legislation.
Firm contact:
Adi Frish
Chief Company & Enterprise Growth Officer
RedHill Biopharma
+972-54-6543-112
[email protected]
[1] Talicia® (omeprazole magnesium, amoxicillin and rifabutin) is indicated for the therapy of H. pylori an infection in adults. For full prescribing info see: www.Talicia.com.
[2] Aemcolo® (rifamycin) is indicated for the therapy of vacationers’ diarrhea brought on by noninvasive strains of Escherichia coli in adults. For full prescribing info see: www.aemcolo.com.
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