RedHill Biopharma Ltd. Standby Equity Purchase Agreement

RedHill Biopharma Ltd. has entered into a Standby Equity Purchase Agreement (SEPA) with YA II PN, Ltd. for up to $25 million in American Depositary Shares (ADSs). The agreement, effective December 19, 2025, allows RedHill Biopharma to sell ADSs to the investor at its discretion over a 36-month period. Initially, $1 million worth of ADSs and pre-funded warrants were issued at a price of $1.0235 per ADS. Future sales under the SEPA will be priced at 95% or 97% of the market price, depending on the chosen pricing period, with certain volume and ownership limitations. The company must file a resale registration statement before requesting advances. RedHill Biopharma also agreed to pay a commitment fee of 2.00% of the Commitment Amount, with a portion paid upfront and the rest in installments, either in cash or in ADSs. The agreement includes customary representations, warranties, and conditions, and can be terminated by either party under specific conditions. As of December 22, 2025, the company had 50,923,261,000 ordinary shares outstanding.