Business Context and Reporting Period
This Form 6-K filing by Redhill Biopharma Ltd. (a foreign private issuer) is dated June 25, 2026. The document serves as a Notice and Proxy Statement for the Annual General Meeting of Shareholders scheduled for July 28, 2026. The filing incorporates by reference the company's registration statements and provides details on corporate governance matters, including auditor re-appointment, director elections, and executive engagement approvals.
Key Financial Metrics
The filing text does not provide specific financial data such as revenue, profit, cash flow, margins, debt, or liquidity figures for the current or prior periods. The document references that financial statements for the fiscal year ended December 31, 2025, will be available for shareholder review at the meeting, but the specific numbers are not included in this text.
- Outstanding Shares: As of the record date (June 23, 2026), the company had 60,809,201,000 Ordinary Shares outstanding, represented by 6,080,920 American Depositary Shares (ADSs).
- Auditor Fees: The filing notes that aggregate compensation paid to auditors for the year ended December 31, 2025, will be disclosed to shareholders, but the specific amount is not stated in this text.
Material Changes
No material changes to financial performance or business operations are detailed in this filing, as the document focuses on corporate governance and shareholder voting procedures rather than operational results.
Guidance, Outlook, and Corporate Actions
The filing outlines three primary proposals for shareholder approval:
- Re-appointment of Auditors: Shareholders are asked to re-appoint Kesselman & Kesselman (a member of PricewaterhouseCoopers International Limited) as independent auditors for the year 2026.
- Director Re-election: Approval is sought for the re-election of Mr. Rick D. Scruggs and Dr. Shmuel Cabilly to the Board of Directors for an additional three-year term expiring in 2029.
- Executive Engagement: Shareholders must approve the engagement of Mr. Dror Ben-Asher to serve as both Chairman of the Board and Chief Executive Officer for a three-year term commencing July 28, 2026. This proposal requires a "Special Majority" vote under Israeli law, involving a majority of non-controlling shareholders without a personal interest.
Board Participation (2025): The filing discloses meeting attendance rates for 2025. Dror Ben-Asher, Dr. Kenneth Reed, and Rick D. Scruggs attended 100% of Board meetings. Other directors attended between 84.62% and 92.31% of meetings. All Audit and Compensation Committee members attended 100% of their respective committee meetings.
Investor Verification Checklist
- Verify the specific auditor fees for the year ended December 31, 2025, in the full Annual Report on Form 20-F, as this figure is not in the proxy text.
- Confirm the voting requirements for Proposal 3 (CEO/Chairman engagement), specifically the "Special Majority" rule requiring approval from non-controlling shareholders.
- Review the full financial statements for the fiscal year ended December 31, 2025, which are referenced but not included in this filing.
- Note the record date of June 23, 2026, for eligibility to vote at the July 28, 2026 meeting.