RedHill Biopharma has closed its previously announced private placement for the purchase and sale of an aggregate of 8,571,429 American Depositary Shares (ADSs) (or ADS equivalents in lieu thereof), each ADS representing 10,000 ordinary shares of the company, series A-1 warrants to purchase up to an aggregate of 8,571,429 ADSs and series A-2 warrants to purchase up to an aggregate of 8,571,429 ADSs, at a combined purchase price of USD 0.70 per ADS (or ADS equivalent in lieu thereof) and accompanying warrants.

The Series A-1 warrants have an exercise price of USD 0.86 per ADS, are exercisable immediately and have a term of 5 years following the Effectiveness Date, and the Series A-2 warrants have an exercise price of USD 0.70 per ADS, are exercisable immediately and have a term of 18 months following the Effectiveness Date.

The upfront proceeds are expected to strengthen RedHill's near-term liquidity and support a strategic, transformative, potential acquisition of commercial-stage, revenue-generating pharmaceutical product assets, which, if completed, would significantly expand the company's commercial portfolio and revenue base. No definitive acquisition agreement has been executed, and the potential transaction remains subject to various conditions. There can be no assurance that any such transaction will be completed.

The gross proceeds to the company from this offering were approximately USD 6 million, before deducting the placement agent's fees and other offering expenses payable by the company. The potential additional gross proceeds to the company from the series A-1 warrants and the series A-2 warrants, if fully exercised on a cash basis, will be approximately USD 13.4 million. No assurance can be given that any of the series warrants will be exercised, or that the company will receive cash proceeds from the exercise of the series warrants.

The securities described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the Securities Act), and/or Regulation D promulgated thereunder and, along with the ordinary shares of the company represented by ADSs underlying the warrants, have not been registered under the Securities Act or applicable state securities laws. Accordingly, the securities issued in the private placement and ordinary shares of the company represented by ADSs underlying the warrants may not be offered or sold in the US except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.