|  ̈ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|--------|------------------------------------------------------------------------------------------------|

| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|--------------------------------------------------------------------------------------|

| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|------------------------------------------------------------------------------------------|

| o | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|---------------------------------------------------------------------------------------------|

| RedHill Biopharma Ltd.                                                                                                                                          |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (Exact name of Registrant as specified in its charter)                                                                                                          |
|                                                                                                                                                            |
| N/A                                                                                                                                                             |
| (Translation of Registrant’s name into English)                                                                                                           |
|                                                                                                                                                            |
| Israel                                                                                                                                                          |
| (Jurisdiction of incorporation or organization)                                                                                                                 |
|                                                                                                                                                            |
| 21 Ha’arba’a Street, Tel Aviv 64739, Israel                                                                                                         |
| (Address of principal executive offices)                                                                                                                        |
|                                                                                                                                                            |
| Ori Shilo, Deputy Chief Executive Officer Finance and Operations21 Ha’arba’a Street, Tel Aviv 64739, IsraelTel: 972-3-541-3131; Fax: 972-3-541-3144 |
|  (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)                                                                   |

| Title of class                                                        |   | Name of each exchange on which registered |
|-----------------------------------------------------------------------|--------|-------------------------------------------|
|                                                                  |   |                                      |
| American Depositary Shares, each representing ten Ordinary Shares (1) |   | Nasdaq Capital Market                     |
|                                                                  |   |                                      |
| Ordinary Shares, par value NIS 0.01 per share (2)                     |   | Nasdaq Capital Market                     |

| (1) | Evidenced by American Depositary Receipts. |
|-----|--------------------------------------------|

| (2) | Not for trading, but only in connection with the listing of the American Depositary Shares. |
|-----|---------------------------------------------------------------------------------------------|

| None             |
|------------------|
| (Title of Class) |

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| Large Accelerated filer o | Accelerated filer o | Non-accelerated filer ý |
|---------------------------|---------------------|------------------------------|

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| Exhibit Number | Exhibit Description                                                                                                                                                                                                                                                                                                                                                              |
|----------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|           |                                                                                                                                                                                                                                                                                                                                                                             |
| 1.1            | Articles of Association of the Registrant, as amended (unofficial English translation) (incorporated by reference to Exhibit 1.1 of the Annual Report on Form 20-F filed with the Securities and Exchange Commission on February 25, 2014).                                                                                                                                      |
|           |                                                                                                                                                                                                                                                                                                                                                                             |
| 2.1            | Form of Deposit Agreement among the Registrant, the Bank of New York Mellon, as Depositary, and all Owners and Holders from time to time of American Depositary Shares issued hereunder (incorporated by reference to Exhibit 1 to the Registration Statement on Form F-6 filed by The Bank of New York Mellon with the Securities and Exchange Commission on December 6, 2012). |
|           |                                                                                                                                                                                                                                                                                                                                                                             |
| 2.2            | Form of American Depositary Receipt (incorporated by reference to Exhibit 1 to the Registration Statement on Form F-6 filed by The Bank of New York Mellon with the Securities and Exchange Commission on December 6, 2012).                                                                                                                                                     |
|           |                                                                                                                                                                                                                                                                                                                                                                             |
| 4.1†     |  Exclusive License Agreement, dated November 18, 2009, by and between the Registrant and Egalet a/s (RHB-101) (incorporated by reference to Exhibit 4.1 to Draft Registration Statement on Form DRS disseminated with the Securities and Exchange Commission, dated December 3, 2012).                                                                                      |
|           |                                                                                                                                                                                                                                                                                                                                                                             |
| 4.2            |  Exclusive License Agreement, dated May 2, 2010, by and between the Registrant and SCOLR Pharma Inc. (RHB-102) (incorporated by reference to Exhibit 4.2 to Draft Registration Statement on Form DRS disseminated with the Securities and Exchange Commission, dated October 26, 2012).                                                                                     |
|           |                                                                                                                                                                                                                                                                                                                                                                             |
| 4.3†     | Co- Development and Commercialization Agreement, dated August 26, 2010, by and between the Registrant and IntelGenx Corp. (incorporated by reference to Exhibit 4.3 to Draft Registration Statement on Form DRS disseminated with the Securities and Exchange Commission, dated December 3, 2012).                                                                               |
|           |                                                                                                                                                                                                                                                                                                                                                                             |
| 4.4†     |  Side Letter Agreement, dated January 31, 2013, by and between the Registrant and IntelGenx Corp. (incorporated by reference to Exhibit 4.4 of the Annual Report on Form 20-F filed with the Securities and Exchange Commission on February 25, 2014).                                                                                                                      |
|           |                                                                                                                                                                                                                                                                                                                                                                             |
| 4.5†     | Asset Purchase Agreement, dated August 11, 2010, by and between the Registrant and Giaconda Limited (RHB-104, 105, 106) (incorporated by reference to Exhibit 4.4 to Draft Registration Statement on Form DRS disseminated with the Securities and Exchange Commission, dated December 3, 2012).                                                                                 |
|           |                                                                                                                                                                                                                                                                                                                                                                             |
| 4.6†     | License Agreement, dated September 15, 2011, by and between the Registrant and University of Central Florida Research Foundation (incorporated by reference to Exhibit 4.5 to Draft Registration Statement on Form DRS disseminated with the Securities and Exchange Commission, dated October 26, 2012).                                                                        |
|           |                                                                                                                                                                                                                                                                                                                                                                             |
| 4.7            | Independent Consulting Agreement, dated as of August 23, 2010, by and between the Registrant and R.E. Investments (incorporated by reference to Exhibit 4.8 to Draft Registration Statement on Form DRS disseminated with the Securities and Exchange Commission, dated October 26, 2012).                                                                                       |
|           |                                                                                                                                                                                                                                                                                                                                                                             |
| 4.8†     | Master Service Agreement, dated April 28, 2011, by and between the Registrant and 7810962 Canada Inc. and amendment (incorporated by reference to Exhibit 4.12 to Draft Registration Statement on Form DRS disseminated with the Securities and Exchange Commission, dated October 26, 2012).                                                                                    |
|           |                                                                                                                                                                                                                                                                                                                                                                             |
| 4.9†     | Second Amendment to Master Services Agreement, dated May 29, 2013 by and between the Registrant and 7810962 Canada Inc. (incorporated by reference to Exhibit 4.9 of the Annual Report on Form 20-F filed with the Securities and Exchange Commission on February 25, 2014).                                                                                                     |

----

| 4.10† | Manufacturing Agreement, dated April 28, 2011, by and between 7810962 Canada Inc. and the Registrant (regarding RHB-104) and amendments (incorporated by reference to Exhibit 4.13 to Draft Registration Statement on Form DRS disseminated with the Securities and Exchange Commission, dated December 3, 2012).                                             |
|-------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|        |                                                                                                                                                                                                                                                                                                                                                          |
| 4.11† | Manufacturing Agreement, dated October 21, 2012, by and between 7810962 Canada Inc. and the Registrant (regarding RHB-104) (incorporated by reference to Exhibit 4.14 to Draft Registration Statement on Form DRS disseminated with the Securities and Exchange Commission, dated October 26, 2012).                                                          |
|        |                                                                                                                                                                                                                                                                                                                                                          |
| 4.12† | Clinical Services Agreement, dated June 15, 2011, by and between RedHill and 7810962 Canada Inc. and amendment (regarding RHB-104) (incorporated by reference to Exhibit 4.15 to Draft Registration Statement on Form DRS disseminated with the Securities and Exchange Commission, dated December 3, 2012).                                                  |
|        |                                                                                                                                                                                                                                                                                                                                                          |
| 4.13† | Second Amendment to Clinical Services Agreement, dated January 19, 2014, by and between the Registrant and 7810962 Canada Inc.                                                                                                                                                                                                                                |
|        |                                                                                                                                                                                                                                                                                                                                                          |
| 4.14        | Form of Letter of Exemption and Indemnity adopted on July 2013 (unofficial English translation) (incorporated by reference to Exhibit B to Exhibit 99.1 to Form 6-K disseminated with the Securities and Exchange Commission, dated June 26, 2013).                                                                                                           |
|        |                                                                                                                                                                                                                                                                                                                                                          |
| 4.15        | 2010 Stock Option Plan, as amended (incorporated by reference to Exhibit 4.15 of the Annual Report on Form 20-F filed with the Securities and Exchange Commission on February 25, 2014).                                                                                                                                                                      |
|        |                                                                                                                                                                                                                                                                                                                                                          |
| 4.16        | Form of Share Purchase Agreement, dated November 26, 2012 by and between the Registrant and each of the investors (incorporated by reference to Exhibit 4.19 to Draft Registration Statement on Form DRS disseminated with the Securities and Exchange Commission, dated December 18, 2012).                                                                  |
|        |                                                                                                                                                                                                                                                                                                                                                          |
| 4.17        | Securities Purchase Agreement, dated December 30, 2013 by and between the Registrant and OrbiMed Israel Partners Limited Partnership (together with Form of Warrant attached as Exhibit A) (incorporated by reference to Exhibit 4.17 of the Annual Report on Form 20-F filed with the Securities and Exchange Commission on February 25, 2014).              |
|        |                                                                                                                                                                                                                                                                                                                                                          |
| 4.18        | Securities Purchase Agreement, dated December 31, 2013 by and between the Registrant and Broadfin Healthcare Master Fund, LTD (together with Form of Warrant attached as Exhibit A) (incorporated by reference to Exhibit 4.18 of the Annual Report on Form 20-F filed with the Securities and Exchange Commission on February 25, 2014).                     |
|        |                                                                                                                                                                                                                                                                                                                                                          |
| 4.19        | Form of Share Purchase Agreement, dated January 13, 2014 by and between the Registrant and each of the investors (together with Form of Warrant attached as Exhibit A) (unofficial English translation) (incorporated by reference to Exhibit 4.19 of the Annual Report on Form 20-F filed with the Securities and Exchange Commission on February 25, 2014). |
|        |                                                                                                                                                                                                                                                                                                                                                          |
| 12.1        | Certification by Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                           |
|        |                                                                                                                                                                                                                                                                                                                                                          |
| 12.2        | Certification by Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                           |
|        |                                                                                                                                                                                                                                                                                                                                                          |
| 13*         | Certification by Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                               |
|        |                                                                                                                                                                                                                                                                                                                                                          |
| 15.1*       | Consent of Independent Registered Public Accounting Firm.                                                                                                                                                                                                                                                                                                     |

| * | Previously filed with the Annual Report on Form 20-F filed with the Securities and Exchange Commission on February 25, 2014. |
|---|------------------------------------------------------------------------------------------------------------------------------|

| † | Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request. |
|---------|-----------------------------------------------------------------------------------------------------------------------------------------------------------|

----

|   |  REDHILL BIOPHARMA LTD. |               |
|--------|------------------------------|--------------------|
|   |                         |               |
|   |                         |               |
|   | By:                          | /s/ Dror Ben-Asher |   |
|   |                         | Name:              | Dror Ben-Asher |   |
|   |                         | Title:             | Chief Executive Officer and Chairman of the Board of Directors |   |
|   |                         |               |   |
|   |                         |               |   |
|   | By:                          | /s/ Ori Shilo      |   |
|   |                         | Name:              | Ori Shilo |   |
|   |                         | Title:             | Deputy Chief Executive Officer Finance and Operations |   |