RedHill Biopharma Ltd.
All Connections
3 total
All Connections
3 totalSEPA counterparty relationship: YA II PN committed up to $25M in equity financing to RedHill under Standby Equity Purchase Agreement signed Dec 19, 2025. YA holds ~1.1M ADSs upfront for $1M; can purchase up to $25M more at 95-97% VWAP (no floor). YA is registered as selling shareholder/underwriter under Reg 333-292528. Primary capital lifeline for distressed company.
70/30 joint venture via Talicia Holdings Inc. (THI) for US commercialization of Talicia (H. pylori treatment). Cumberland invested $4M in October 2025. Full commercial launch February 25, 2026. Rick Scruggs (RedHill CCO/Director) is President of THI.
Ben-Asher holds dual CEO+Chairman role — highest governance concentration in the company. Holds 441,350,000 ordinary shares (most of any insider). His dual role required special majority shareholder vote under Israeli Companies Law at March 5, 2026 EGM.
All Findings
8 total
All Findings
8 totalfinancial (4)
RedHill sold Movantik® rights to an HCRM affiliate in February 2023, extinguishing an ~$80M credit facility but losing its primary revenue source. $16M cash placed in escrow for pre-closing liabilities. Company has operated at scaled-down capacity since.
20-F FY2024 MD&A: 'Following the sale of our rights to Movantik®, we lost our primary revenue source, and our ability to operate as a financially viable commercial business became significantly more difficult.' A 'Global Termination Agreement' with HCRM added liabilities to FY2024 balance sheet. RedHill U.S. retained substantially all pre-closing liabilities.
RedHill Biopharma Ltd. is technically insolvent: total liabilities ($22.7M) exceed total assets ($18.0M) as of Dec 31, 2024, implying negative shareholders' equity of ~$4.7M. Going concern disclosed in FY2024 financial statements.
From 20-F (FY2024) MD&A: Total Assets $18.0M vs $23.0M prior year; Total Liabilities $22.7M vs $21.0M prior year. Adjusted EBITDA loss ($10.993M) FY2024 vs ($28.338M) FY2023. Cash $4.8M at year-end. Going concern explicitly referenced in F-1/A risk factors filed Jan 22, 2026 (Reg 333-292528).
RedHill entered a $25M Standby Equity Purchase Agreement (SEPA) with YA II PN, Ltd. (Cayman Islands exempt LP; Yorkville Advisors vehicle) — a distress-capital facility providing dilutive equity at 95-97% of VWAP with no floor price.
YA II PN received ~1.1M ADSs upfront for $1M (386,593 Initial Equity ADSs at $1.0235 + 590,446 Pre-Funded Warrants at $0.0001 exercise + 122,130 Initial Commitment Shares). Additional 366,390 Commitment ADSs scheduled in 3 installments. Company may direct up to $25M in Advance Shares over 36 months. 6,465,559 ADSs representing 64,655,590,000 Ordinary Shares registered for YA resale under Reg 333-292528.
RDHL trading at 52-week low of $0.75/ADS (market cap ~$3.83M) as of March 27, 2026, down 77% from 52-week high of $3.31. Stock declined 43% since the 424B3 registration effective date (Jan 27, 2026 at $1.31). Thin trading volume (8,400–84,500/day).
Price history: Mar 2 $0.93 → Mar 5 (EGM) $0.946 → Mar 18 (Form 3 cluster) $0.845 → Mar 27 $0.75. 52-week high $3.31, low $0.75. Market cap $3,834,663. The SEPA mechanics (no floor price, YA sells at 95-97% of VWAP) structurally guarantee continued dilution and share price decline.
corporate (4)
RedHill effected a 25:1 reverse ADS split on August 20, 2024 (ratio changed from 1 ADS : 400 Ordinary Shares to 1 ADS : 10,000 Ordinary Shares), a classic measure to maintain Nasdaq minimum bid price compliance on a severely depressed stock.
Prospectus states: 'Effective August 20, 2024, we effected a ratio change of the ADSs to our Ordinary Shares from the previous ratio of one (1) ADS representing four hundred (400) Ordinary Shares to a new ratio of one (1) ADS representing ten thousand (10,000) Ordinary Shares. The ratio change had the same effect as a one-for-twenty-five reverse ADS split.'
RedHill's F-1/F-1A registration for YA II PN SEPA became effective January 27, 2026 (EDGAR EFFECT filing); final 424B3 prospectus filed February 2, 2026 — marking commencement of ongoing dilutive share issuance program.
Timeline: F-1 Dec 31 2025, F-1/A Jan 22 2026 (same day as new S-8), EFFECT Jan 27 2026, 424B3 Feb 2 2026. ADS price $1.31 at 424B3 date. As of Jan 21 2026: 5,112,885 ADSs outstanding (5,061,436 non-affiliate). Registration No. 333-292528.
RedHill EGM (March 5, 2026) approved all resolutions: RSU grants to non-executive directors, RSU grants to CEO Dror Ben-Asher and CCO Rick Scruggs, and an increase in authorized share capital — enabling the March 18 insider stock issuances.
6-K filed March 5, 2026. Proposals adopted: (1) RSUs to non-exec directors, (2) RSUs to Dror Ben-Asher (CEO + Chairman), (3) RSUs to Rick D. Scruggs (CCO + Director), (4) Increase in authorized share capital. All approved. Ben-Asher signed as CEO and Chairman.
Ten Form 3 initial ownership statements filed simultaneously by all RedHill executives and directors (March 18–19, 2026), indicating entire current insider roster received shares for the first time — consistent with RSU grants issued following March 5 EGM authorizations.
Insiders: Dror Ben-Asher (CEO/Chairman, 441.35M ord shares), Rick Scruggs (CCO/Director, 312.5M), Gilead Raday (COO, 307.58M), Guy Joel Goldberg (CBO, 305.72M), Razi Ingber (CFO, 277.56M), Adi Frish (Chief Corp & BD, 276.81M), Ofer Tsimchi (Director, 146.25M), Shmuel Cabilly (Director, 105.2M), Kenneth Reed (Director, 105.2M), Roni Mamluk (Director, 103.5M). Six CIKs in 0002113xxx range = brand-new EDGAR registrants. Total insider ordinary shares: 2,381,670,000 = 238,167 ADSs equiv.