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 February 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)
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) and on June 29, 2023 (File No. 333-273001) 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 EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
To be held on March 20, 2024
The Extraordinary General Meeting of Shareholders of RedHill Biopharma Ltd. (the “Company"), will be held at the
offices of the Company, 21 Ha'arba'a Street, Tel-Aviv, Israel on March 20, 2024, at 3:00 p.m. Israel time, or at any adjournments thereof (the "General Meeting"), for the following purpose:
|
1. |
To approve an increase of the Company's authorized share capital.
|
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 February 19, 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 proposal, as specified on the proxy to be provided separately.
Whether or not you plan to attend the General Meeting, it is important that your ADSs be represented. Accordingly,
you are kindly requested at your earliest convenience to complete, date, sign and mail the proxy to be provided separately in the envelope to be provided 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 card.
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 Sunday, March 10, 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, can be
viewed at the Company's registered office on 21 Ha'arba'a Street, Tel-Aviv, Israel, Tel: +972 3 541 3131, Sunday through Thursday between 10:00-15:00, and also will be made available to the public on the Company's website http://www.redhillbio.com,
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
February 13, 2024