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 August 2024
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 ☐
Indicate by check mark if the Registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____
Indicate by check mark if the Registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____
Attached hereto and incorporated herein by reference is the notice of the annual general meeting of RedHill Biopharma Ltd. scheduled for September 17, 2024.
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) and on June 20, 2024 (File No. 333-280327), and its Registration Statements on Form F-3 filed
with the Securities and Exchange Commission on March 30, 2021 (File No. 333-254848), on July 29, 2021 (File No. 333-258259), August 4, 2023 (File No. 333-273709) and on October 13, 2023 (File No. 333-274957), as amended.
REDHILL BIOPHARMA LTD.
21 Ha’arba’a Street
Tel-Aviv 6473921
Israel
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
To be held on September 17, 2024
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 September 17, 2024, at 3:00 p.m. Israel time, or at any adjournments thereof (the “General Meeting”), for the following purposes:
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To appoint Kesselman & Kesselman, certified public accountants in Israel and a member of PricewaterhouseCoopers International Limited, as the Company’s auditors for the year 2024 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, 2023;
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To approve the re-election of Mr. Eric Swenden and Mr. Ofer Tsimchi and the election of Dr. Roni Mamluk 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 2027;
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To approve the grant of restricted share units (“RSUs”) each with respect to one American Depository Shares (each representing 400 ordinary shares, par value NIS 0.01 each) (“ADSs”) to the non-executive directors of the
Company;
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To approve the grant of RSUs to Mr. Dror Ben-Asher, the Company’s Chief Executive Officer and Chairman of the Board of Directors; and
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To approve a grant of RSUs of the Company to Mr. Rick D. Scruggs, the Company’s Chief Commercial Officer, and Director.
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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, 2023.
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 August 6, 2024 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.
Whether or not you plan to attend the General Meeting, it is important that your ADSs or Ordinary Shares be represented. Accordingly, you are kindly requested to complete,
date, sign and mail the proxy in the envelope to be provided at your earliest convenience so that it will be received no later than four hours prior to the General Meeting. Execution of a proxy will not in any way affect a shareholder’s right to
attend the General Meeting and vote in person, and any person giving a proxy has the right to revoke it at any time before it is exercised.
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 September 7, 2024. 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.
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By Order of the Board of Directors,
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Dror Ben-Asher
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Chairman of the Board of Directors
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Tel-Aviv, Israel
August 6, 2024