SCHEDULE: Alumni Capital Discloses 9.99% Stake in RedHill Biopharma

Alumni Capital LP, its general partner, and manager have jointly filed a Schedule 13G, disclosing beneficial ownership of 9.99% of RedHill Biopharma Ltd.'s American Depository Shares.

Summary

• Alumni Capital LP, Alumni Capital GP LLC, and Ashkan Mapar (collectively, 'Reporting Persons') have filed a Schedule 13G.
• The filing reports beneficial ownership of 369,373 American Depository Shares (ADSs) of RedHill Biopharma Ltd.
• This represents 9.99% of the class of securities.
• The ownership is primarily through a Purchase Agreement dated June 20, 2025, and associated Pre-Funded Warrants and Commitment Warrants.
• As of the filing date, Alumni Capital LP does not directly own any ADSs but has the right to acquire 174,886 ADSs upon exercise of outstanding Commitment Warrants, subject to a 4.99% ownership limitation.
• The reported 9.99% beneficial ownership reflects the Forward Purchase Notice Ownership Limitation, which was increased to 9.99% by agreement with the Issuer.
• The calculation is based on 3,329,857 ADSs outstanding as of September 4, 2025, plus ADSs the Reporting Persons may acquire at the Issuer's direction.

Sentiment

Score: 7

Explanation: The filing indicates a significant institutional investor has established a beneficial ownership position in RedHill Biopharma through a structured investment, which can be viewed as a positive signal of investor interest and potential future capital infusion for the company. However, the investor does not currently hold direct ADSs, with ownership derived from rights to acquire, which introduces some complexity.

Positives

• A significant institutional investor, Alumni Capital LP, has established a beneficial ownership position in RedHill Biopharma, potentially signaling confidence in the company's future.
• The investment structure includes warrants and purchase agreements, providing potential future capital or strategic flexibility for RedHill Biopharma.

Negatives

• The fund does not currently own any ADSs, with beneficial ownership derived from rights to acquire shares via warrants and purchase agreements, which introduces a layer of complexity and potential future dilution if exercised.

Risks

• The beneficial ownership is subject to various ownership limitations (e.g., 4.99% or 9.99% caps) related to warrants and purchase agreements, which could restrict the investor's ability to fully exercise their rights or increase their stake without further agreement.
• The actual acquisition of ADSs by Alumni Capital LP is contingent on the exercise of warrants and the Issuer's discretion under the Purchase Agreement, introducing uncertainty regarding the timing and extent of actual shareholding.

Future Outlook

Alumni Capital LP has the right to acquire additional American Depository Shares through warrants and purchase agreements, subject to ownership limitations, indicating a potential for increased stake in the future.

Management Comments

• The securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under Rule 14a-11.

Industry Context

Institutional investors like Alumni Capital LP frequently take strategic positions in biotechnology and pharmaceutical companies, often through structured agreements involving warrants, to gain exposure to potential growth while managing initial capital outlay and ownership thresholds. This type of filing is common for passive investors accumulating significant stakes.

Comparison to Industry Standards

• This Schedule 13G filing is a standard disclosure for an investor acquiring a beneficial ownership stake exceeding 5% in a public company, consistent with SEC regulations.
• The use of warrants and purchase agreements for acquiring shares is a common financing and investment strategy in the biotech sector, allowing for staged investment and risk management, similar to agreements seen with other institutional investors in early to mid-stage pharmaceutical companies.

Stakeholder Impact

• Shareholders: Potential for increased institutional ownership and liquidity; potential future dilution if warrants are exercised and new shares are issued.
• Company (RedHill Biopharma): Secures a strategic investor and potential source of future capital through the purchase agreement and warrants.

Next Steps

• Alumni Capital LP may exercise its Pre-Funded Warrants and Commitment Warrants to acquire American Depository Shares of RedHill Biopharma Ltd.
• RedHill Biopharma Ltd. may, at its discretion, require Alumni Capital LP to purchase additional ADSs or Pre-Funded Warrants under the Purchase Agreement.
• The ownership limitations (e.g., 4.99% or 9.99%) may be subject to future written agreements between the Fund and the Issuer to increase the caps.

Key Dates

Recommendation

The filing indicates a significant institutional investor, Alumni Capital LP, has established a beneficial ownership position in RedHill Biopharma, which can be a positive signal of investor confidence. However, the ownership is currently based on rights to acquire shares rather than direct holdings, and the filing does not contain operational or financial performance data for RedHill Biopharma. Therefore, a 'hold' recommendation is appropriate, awaiting further operational updates or direct share acquisition by the investor to assess the full impact.

Keywords

RedHill Biopharma, Alumni Capital, Schedule 13G, beneficial ownership, American Depository Shares, ADSs, warrants, investment, institutional investor, biotech, pharmaceutical