UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K/A
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of December 2022
Commission File No.:001-35773
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): ____
This Form 6-K/A amends the Form 6-K submitted to the Securities and Exchange Commission on December 20, 2022, which inadvertently did not include the proxy card for the extraordinary general meeting of shareholders of the Company scheduled for January 24, 2023 (the “Proxy Card”). Attached hereto and incorporated by reference herein is the Proxy Card.
This Form 6-K/A 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) and on June 27, 2022 (File No. 333-265845), and its Registration Statements on Form F-3 filed with the Securities and Exchange Commission on March 30, 2021 (File No. 333-254848) and on July 29, 2021 (File No. 333-258259).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| REDHILL BIOPHARMA LTD. | |||
| (the "Registrant") | |||
| Date: December 27, 2022 | By: | /s/ Dror Ben-Asher | |
| Dror Ben-Asher | |||
| Chief Executive Officer | |||
| Extraordinary General Meeting of | Extraordinary General Meeting of RedHill Biopharma Ltd. | |
RedHill Biopharma Ltd. | to be held on January 24, 2023 | |
| Date: January 24, 2023 | For Holders as of December 19, 2022 | |
| See Voting Instruction On Reverse Side. | ||
Please make your marks like this: ☒ Use pen only |
| For | Against | Abstain |  |  ● Mark, sign and date your Voting Instruction Form. ● Detach your Voting Instruction Form. ● Return your Voting Instruction Form in the postage-paid envelope provided. All votes must be received by 12:00 p.m. EST, on January 18, 2023. PROXY TABULATOR FOR REDHILL BIOPHARMA LTD. P.O. BOX 8016 CARY, NC 27512-9903  | ||
1. | To approve a grant of restricted share units (“RSUs”), each with respect to one American Depository Share (“ADS”) (each representing 10 ordinary shares, par value NIS 0.01 per share) (“Ordinary Shares”) of the Company to the non-executive directors of the Company; and | ☐ | ☐ | ☐ | ||
| 2. | To approve the increase of the Company‘s authorized share capital. | ☐ | ☐ | ☐ | ||
| EVENT # | ||||||||
CLIENT # | ||||||||
Authorized Signatures - This section must be | ||||||||
completed for your instructions to be executed. | ||||||||
| Please Sign Here | Please Date Above | ||||
| Please Sign Here | Please Date Above | Copyright © 2022 Mediant Communications Inc. All Rights Reserved |
Please separate carefully at the perforation and return just this portion in the envelope provided.
REDHILL BIOPHARMA LTD. Instructions to The Bank of New York Mellon, as Depositary (Must be received prior to 12:00 p.m. EST on January 18, 2023) | ||||
The undersigned registered owner of American Depositary Shares hereby requests and instructs The Bank of New York Mellon, as Depositary, to endeavor, in so far as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by such Shares of RedHill Biopharma Ltd. registered in the name of the undersigned on the books of the Depositary as of the close of business on December 19, 2022 at the Extraordinary General Meeting of the Shareholders of RedHill Biopharma Ltd. to be held on January 24, 2023 or any postponement or adjournment thereof in respect of the resolutions specified on the reverse. This Notice and the documents mentioned therein, including the Proxy Statement, 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 NOTES: 1. Please direct the Depositary how it is to vote by placing an “X” in the appropriate box opposite each agenda item. 2. If you do not vote or if your voting instructions are not received before the deadline, you will be deemed to have given a discretionary proxy to the Company to vote the shares represented by your ADRs pursuant to the terms and conditions of the ADRs and the Deposit Agreement under which they are issued. |  |
PROXY TABULATOR FOR
REDHILL BIOPHARMA LTD.
P.O. BOX 8016
CARY, NC 27512-9903