6-K 1 f6k_091520.htm FORM 6-K

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 September 2020
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): ____

 

 

Attached hereto and incorporated herein by reference is the notice of extraordinary general meeting of the Company posted by the Company on its website.

 

 

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: September 15, 2020 By: /s/ Dror Ben-Asher    
  Dror Ben-Asher  
  Chief Executive Officer  

 

 

 

  

 

 

Notice of Extraordinary General Meeting of Shareholders

 

REDHILL BIOPHARMA LTD.

(the “Company”)

 

The Extraordinary General Meeting of Shareholders of RedHill Biopharma Ltd., will be held at the offices of the Company, 21 Ha'arba'a Street, Tel-Aviv, Israel on October 26, 2020 at 3:00 p.m. Israel time, or at any adjournments thereof (the “General Meeting”), for the following purposes:

1.To approve an amendment to the Company's Compensation Policy regarding the D&O insurance premium;
2.To approve an amendment to the Amended and Restated Articles of Association of the Company to add a forum selection provision;
3.To approve amendments to the employment terms of Mr. Dror Ben-Asher, the Company’s Chief Executive Officer;
4.To approve an amendment to the employment terms of Mr. Rick Scruggs, the Company’s Chief Commercial Officer;
5.To approve the repricing of options exercisable into American Depository Shares (“ADSs”) of the Company granted to Mr. Rick Scruggs;
6.To approve the extension of options to purchase ADSs of the Company previously granted to members of the board of directors; and
7.To approve the extension of options to purchase ADSs of the Company granted to Mr. Dror Bern-Asher.

 

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 ordinary shares, par value NIS 0.01 per share (the “Ordinary Shares”), and holders of record of ADSs, evidenced by American Depositary Receipts issued by The Bank of New York Mellon at the close of business on September 22, 2020 shall be entitled to receive notice of and to vote at the General Meeting.

 

The Board of Directors recommends that you vote FOR the proposals, 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 or Ordinary Shares be represented. Accordingly, you are kindly requested to complete, date, sign and mail the proxy to be provided separately in the envelope provided at your earliest convenience 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.

 

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Shareholders who hold ordinary shares through members of the Tel-Aviv Stock Exchange Ltd. ("TASE"), who did not convert their ordinary shares to ADSs, may vote in the Meeting in person or vote through the form of proxy card to be provided separately, which also serves as their voting card, by completing, dating, signing and mailing the proxy card to the Company’s offices so that it is received by the Company no later than Monday, October 26, 2020 at 11:00 a.m. Israel time, and must also provide the Company with a copy of their identity card, passport or certificate of incorporation (as the case may be), and an ownership certificate confirming their ownership of the Company’s ordinary shares on the Record Date. Such certificate must be approved by a recognized financial institution, as required by the Israeli Companies Regulations (Proof of Ownership of Shares for Voting at General Meeting) of 2000, as amended.

 

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. Micha Ben Chorin, at 21 Ha'arba'a Street, Tel-Aviv, 6473921 Israel, by no later than Sunday, October 18, 2020. 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 Meeting a quorum is not present, the Meeting shall be adjourned to the next business day following the day of the scheduled 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

September 15, 2020

 

 

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