Common use of INCORPORATION OF INFORMATION BY REFERENCE Clause in Contracts

INCORPORATION OF INFORMATION BY REFERENCE. The SEC allows us to “incorporate by reference” into this prospectus supplement the information we have filed with the SEC. This means that we can disclose important information by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be a part of this prospectus supplement, and information that we file later with the SEC will also be deemed to be incorporated by reference into this prospectus supplement and to be a part hereof from the date of filing of such documents and will automatically update and supersede previously filed information, including information contained in this document. We incorporate by reference into this prospectus supplement the following documents that we have filed with the SEC: • Annual Report on Form 20-F for the fiscal year ended December 31, 2021, filed with the SEC on April 4, 2022; • our Report on Form 6-K filed with the SEC on May 3, 2022, including exhibit 99.1 thereto; and • the description of our ADSs representing our ordinary shares contained in our Registration Statement on Form 8-A, filed with the SEC on October 10, 2019. We are also incorporating by reference all subsequent annual reports on Form 20-F that we file with the SEC and those of our reports on Form 6-K that we furnish to the SEC that we specifically identify in such form as being incorporated by reference into this prospectus supplement after the date hereof and prior to the completion of an offering of securities under this prospectus supplement. Any statement made in this prospectus supplement concerning the contents of any contract, agreement or other document is only a summary of the actual document. Each statement regarding a contract, agreement or other document is qualified in its entirety by reference to the actual document. Xxxxxx LLP, New York, New York, is representing us in connection with this offering. The validity of the ordinary shares and certain other matters of French law will be passed upon for us by Linklaters LLP. U.S. legal counsel to the underwriters in connection with this offering is Xxxxx Xxxx & Xxxxxxxx LLP.

INCORPORATION OF INFORMATION BY REFERENCE. We file annual and special reports and other information with the SEC. These filings contain important information which does not appear in this prospectus. The SEC allows us to “incorporate by reference” information into this prospectus supplement the information we have filed with the SEC. This prospectus, which means that we can disclose important information to you by referring you to another document other documents which we have filed separately or will file with the SEC. The information incorporated We are incorporating by reference is considered to be a part of in this prospectus supplementthe documents listed below and all amendments or supplements we may file to such documents, and information that as well as any future filings we file later may make with the SEC will also be deemed to be incorporated on Form 20-F under the Exchange Act before the time that all of the securities offered by reference into this prospectus supplement and to be a part hereof from have been sold or de-registered: • the date description of filing of such documents and will automatically update and supersede previously filed information, including information our Ordinary Shares contained in this document. We incorporate by reference into this prospectus supplement the following documents that we have our Registration Statement on Form 20-F filed with the SEC: SEC on December 26, 2012; • our Annual Report on Form 20-F for the fiscal year ended December 31, 20212020, filed with the SEC on April 4March 18, 20222021; • our Report on and 22, 2021, and July 26, 2021 (in each case only to the extent provided in such Form 6-K filed with the SEC on May 3K). In addition, 2022, including exhibit 99.1 thereto; and • the description of our ADSs representing our ordinary shares contained in our Registration Statement on Form 8-A, filed with the SEC on October 10, 2019. We are also incorporating by reference all subsequent annual reports on Form 20-F that we file with filed prior to the SEC termination of this offering, and those of our any reports on Form 6-K that we furnish subsequently submitted to the SEC or portions thereof that we specifically identify in such form forms as being incorporated by reference into the registration statement of which this prospectus supplement after forms a part, shall be considered to be incorporated into this prospectus by reference and shall be considered a part of this prospectus from the date hereof of filing or submission of such documents. Certain statements in and prior to the completion portions of an offering of securities under this prospectus supplementupdate and replace information in the above-listed documents incorporated by reference. Any statement made Likewise, statements in or portions of a future document incorporated by reference in this prospectus supplement concerning may update and replace statements in and portions of this prospectus or the contents above-listed documents. We will provide you without charge, upon your written or oral request, a copy of any contract, agreement or other document is only a summary of the actual document. Each statement regarding a contract, agreement or other document is qualified in its entirety documents incorporated by reference in this prospectus, other than exhibits to the actual documentsuch documents which are not specifically incorporated by reference into such documents. Xxxxxx LLPPlease direct your written or telephone requests to RedHill Biopharma Ltd., New York00 Xx'xxxx'x Xxxxxx, New YorkXxx Xxxx 0000000, Israel, Attn: Xxxx Xxx-Xxxxx, telephone number: +000 (0) 000-0000. You may also obtain information about us by visiting our website at xxx.xxxxxxxxxx.xxx. Information contained in our website is representing us in connection with included as an inactive textual reference only and is not part of this offeringprospectus. The validity of SEC maintains an Internet site, xxxx://xxx.xxx.xxx, that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the ordinary shares and certain other matters of French law will be passed upon for us by Linklaters LLP. U.S. legal counsel to the underwriters in connection with this offering is Xxxxx Xxxx & Xxxxxxxx LLPSEC.

INCORPORATION OF INFORMATION BY REFERENCE. The SEC allows us to “incorporate by reference” into this prospectus supplement reference the information we have filed file with the SEC. This it, which means that we can disclose important information to you by referring you to another document that we have filed separately with the SEC. The You should read the information incorporated by reference because it is considered to be a an important part of this prospectus supplement. We incorporate by reference the following information or documents that we have filed with the SEC: ● our Annual Report on Form 20-F for the year ended December 31, 2023 filed with the SEC on March 29, 2024, as amended by Amendment No. 1 on Form 20-F/A filed with the SEC on April 1, 2024; ● our Current Reports on Form 6-K furnished to the SEC on April 2, 2024 and information April 8, 2024; and ● the descriptions of our ordinary shares and ADSs contained in Exhibit 2.4 to our Annual Report on Form 20-F for the year ended December 31, 2022 filed by us with the SEC on April 21, 2023, including any amendment or report filed to update such description and any subsequent amendments or reports filed for the purpose of updating such description. All annual reports on Form 20-F and any amendment thereto and any report on Form 6-K (or portion thereof) that expressly indicates it is being incorporated by reference in this prospectus supplement, in each case, that we file later with or furnish to the SEC prior to the termination or completion of the offering under this prospectus supplement (including all such reports or documents we may file with or furnish to the SEC on or after the date on which the registration statement of which this prospectus supplement is a part is first filed with the SEC and prior to the effectiveness of the registration statement), will also be deemed to be incorporated by reference into this prospectus supplement and deemed to be a part hereof of this prospectus supplement from the date of the filing or furnishing of such documents reports and will automatically update and supersede previously documents. Unless expressly incorporated by reference, nothing in this prospectus supplement shall be deemed to incorporate by reference information furnished to, but not filed informationwith, including information the SEC. Any statement contained in any document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained in this document. We incorporate by reference into this prospectus supplement the following documents that we have filed with the SEC: • Annual Report on Form 20-F for the fiscal year ended December 31modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, 2021except as so modified or superseded, filed with the SEC on April 4, 2022; • our Report on Form 6-K filed with the SEC on May 3, 2022, including exhibit 99.1 thereto; and • the description to constitute a part of our ADSs representing our ordinary shares contained in our Registration Statement on Form 8-A, filed with the SEC on October 10, 2019. We are also incorporating by reference all subsequent annual reports on Form 20-F that we file with the SEC and those of our reports on Form 6-K that we furnish to the SEC that we specifically identify in such form as being incorporated by reference into this prospectus supplement after the date hereof and prior to the completion of an offering of securities under this prospectus supplement. Any statement made All of the documents that are incorporated by reference are available at the website maintained by the SEC at xxxx://xxx.xxx.xxx. In addition, copies of all documents incorporated by reference in this prospectus supplement concerning the contents of any contractsupplement, agreement or other document is only a summary of the actual document. Each statement regarding a contract, agreement or other document is qualified in its entirety than exhibits to those documents unless such exhibits are specifically incorporated by reference to the actual document. Xxxxxx LLPin this prospectus supplement, New York, New York, is representing us in connection with this offering. The validity of the ordinary shares and certain other matters of French law will be passed upon for us by Linklaters LLPprovided at no cost to each person, including any beneficial owner, to whom a copy of this prospectus supplement is delivered on the written or oral request of that person made to: Genenta Science S.p.A., Xxx Xxxxxxxxx Xx. U.S. legal counsel to the underwriters in connection with this offering is Xxxxx Xxxx & Xxxxxxxx LLP00, 00000, Xxxxx, Xxxxx, Attention: Xxxxxxxxx Xxxxxxxx.

INCORPORATION OF INFORMATION BY REFERENCE. The SEC allows us to “incorporate by reference” into this prospectus supplement the information that we have filed file with the SEC. This , which means that we can disclose important information to you by referring you to another document filed separately with the SECthose other documents. The information incorporated by reference is considered to be a an important part of this prospectus supplement, and information that we file later with the SEC will also be deemed to be incorporated by reference into this prospectus supplement and to be a part hereof from the date of filing of such documents and will automatically update and supersede previously filed this information, including information contained in this document. We incorporate by reference into the documents listed below and any future filings we make with the SEC under Section 13(a), 13(c), 14, or 15(d) of the Exchange Act prior to the termination of any offering of securities made by this prospectus supplement the following documents that we have filed with the SECsupplement: • our Annual Report on Form 2010-F K for the fiscal year ended December 31, 20212023, filed with the SEC on April 4March 28, 20222024; • our Quarterly Reports on Form 10-Q for the fiscal quarter ended March 31, 2024, filed with the SEC on May 9, 2024 and the fiscal quarter ended June 30, 2024, filed with the SEC on August 13, 2024; • our Current Report on Form 68-K filed with the SEC on May 3February 29, 20222024, including exhibit 99.1 theretoJune 6, 2024, July 29, 2024 and August 26, 2024 (excluding any information furnished in such report under Item 2.02 or Item 7.01); and • the description of our ADSs representing our ordinary shares common stock contained in our Registration Statement registration statement on Form 8-A, A filed with the SEC on October September 27, 1995 (paper filing) under Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating such description, including Exhibit 4.12 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2019. We are also incorporating by reference all subsequent annual reports on Form 20-F that ; and • filings we file make with the SEC pursuant to the Exchange Act after the date of the initial registration statement, of which this prospectus is a part, and those prior to the effectiveness of the registration statement. Upon written or oral request, we will provide without charge to each person, including any beneficial owner, to whom this prospectus supplement is delivered, a copy of any or all of such documents that are incorporated herein by reference (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into the documents that this prospectus supplement incorporates). Written or oral requests for copies should be directed to Achieve Life Sciences, Inc., 0000 00xx Xxxxx XX, Xxxxx 000, Xxxxxxx, XX 00000 and 0000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxx, B.C. V6E 4H1, Attn: Xxxxxx Xxxxxxx, telephone number (000) 000-0000. Any statement contained in this prospectus supplement, or in a document all or a portion of which is incorporated by reference, shall be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained in this prospectus supplement or any document incorporated by reference modifies or supersedes such statement. Any such statement so modified or superseded shall not, except as so modified or superseded, constitute a part of this prospectus supplement. From time to time, we may offer up to $200,000,000 aggregate amount of shares of our reports common stock or preferred stock, debt securities, warrants to purchase our common stock, preferred stock or debt securities, subscription rights to purchase our common stock, preferred stock or debt securities and/or units consisting of some or all of these securities, in any combination, together or separately, in one or more offerings, in amounts, at prices and on the terms that we will determine at the time of the offering and which will be set forth in a prospectus supplement and any related free writing prospectus. The prospectus supplement and any related free writing prospectus may also add, update or change information contained in this prospectus. The total amount of these securities will have an initial aggregate offering price of up to $200,000,000. You should read this prospectus, the information incorporated, or deemed to be incorporated, by reference in this prospectus, and any applicable prospectus supplement and related free writing prospectus carefully before you invest. Our common stock is traded on The Nasdaq Capital Market under the symbol “ACHV.” On June 27, 2024 the last reported sales price for our common stock was $4.64 per share. None of the other securities we may offer are currently traded on any securities exchange. The applicable prospectus supplement and any related free writing prospectus will contain information, where applicable, as to any other listing on The Nasdaq Capital Market or any securities market or exchange of the securities covered by the prospectus supplement and any related free writing prospectus. Common stock, preferred stock, debt securities, warrants, subscription rights and/or units may be sold by us to or through underwriters or dealers, directly to purchasers or through agents designated from time to time. For additional information on the methods of sale, you should refer to the section entitled “Plan of Distribution” in this prospectus. If any underwriters, dealers or agents are involved in the sale of any securities with respect to which this prospectus is being delivered, the names of such underwriters or agents and any applicable fees, discounts or commissions, details regarding over-allotment options, if any, and the net proceeds to us will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds we expect to receive from such sale will also be set forth in a prospectus supplement. This prospectus is part of a registration statement on Form 6-K S-3 that we furnish filed with the United States Securities and Exchange Commission, or the SEC, using a “shelf” registration process. Under this shelf registration process, from time to time, we may sell any combination of the SEC securities described in this prospectus in one or more offerings up to a total dollar amount of $200,000,000. We have provided to you in this prospectus a general description of the securities we may offer. Each time we sell securities under this shelf registration process, we will provide a prospectus supplement that will contain specific information about the terms of the offering. We may also add, update or change in the prospectus supplement any of the information contained in this prospectus or in documents we specifically identify have incorporated by reference into this prospectus. To the extent there is a conflict between the information contained in such form as being this prospectus and the prospectus supplement, you should rely on the information in the prospectus supplement; provided that, if any statement in one of these documents is inconsistent with a statement in another document having a later date—for example, a document incorporated by reference in this prospectus or any prospectus supplement—the statement in the document having the later date modifies or supersedes the earlier statement. This prospectus, together with the applicable prospectus supplements and the documents incorporated by reference into this prospectus, includes all material information relating to this offering. You should read both this prospectus and any prospectus supplement together with the additional information described under the headings “Incorporation of Information by Reference” and “Where You Can Find More Information.” Neither we, nor any agent, underwriter or dealer have authorized anyone to give you any information or to make any representation other than the information and representations contained in or incorporated by reference into this prospectus supplement after the date hereof or any applicable prospectus supplement. We and prior any agent, underwriter or dealer take no responsibility for, and can provide no assurance as to the completion reliability of, any other information others may give you. You may not imply from the delivery of an offering of securities this prospectus and any applicable prospectus supplement, nor from a sale made under this prospectus and any applicable prospectus supplement. Any statement made in , that our affairs are unchanged since the date of this prospectus and any applicable prospectus supplement concerning or that the contents information contained in any document incorporated by reference is accurate as of any contract, agreement or date other document is only a summary than the date of the actual document. Each statement regarding a contractdocument incorporated by reference, agreement or other document is qualified in its entirety by reference to the actual document. Xxxxxx LLP, New York, New York, is representing us in connection with this offering. The validity regardless of the ordinary shares time of delivery of this prospectus and certain other matters any applicable prospectus supplement or any sale of French law will a security. This prospectus and any applicable prospectus supplement may only be passed upon for us by Linklaters LLP. U.S. used where it is legal counsel to sell the underwriters in connection with this offering is Xxxxx Xxxx & Xxxxxxxx LLPsecurities.