On May 26, 2020, BioLineRx Ltd. (the “Company”) entered into a definitive agreement (the “Purchase Agreement”) with certain institutional and accredited investors providing for the issuance of an
aggregate of 5,142,859 American Depositary Shares, each representing 15 ordinary shares, NIS 0.10 per share, of the Company (the “ADSs”) in a registered direct offering at $1.75 per ADS for aggregate gross proceeds of approximately $9,000,000.
The offering is expected to close on or about May 28, 2020, subject to the satisfaction of customary closing conditions.
In addition, under the Purchase Agreement, the investors will receive unregistered warrants to purchase an aggregate of up to 5,142,859 ADSs. The warrants will be immediately exercisable, will
expire two and one-half years from issuance and have an exercise price of $2.25 per ADS, subject to adjustment as set forth therein. The warrants may be exercised on a cashless basis if on or following three months after issuance there is no
effective registration statement registering the ADSs underlying the warrants.
Under the Purchase Agreement, the Company has agreed not to enter into any agreement to issue or announce the issuance or proposed issuance of any ADSs, ordinary shares or ordinary share
equivalents for a period of 60 days following the closing of the offering, subject to certain customary exceptions. In addition, subject to a limited exception, the Purchase Agreement provides that for a period of one year following the closing
of the offering, the Company will not effect or enter into an agreement to effect a “variable rate transaction” as defined in the Purchase Agreement. The definition of “variable rate transactions” includes sales of our ADSs under our
at-the-market offering through BTIG, LLC for which the limited exception noted above does not apply.
The Purchase Agreement also contains representations, warranties, indemnification and other provisions customary for transactions of this nature.
The Company also entered into a letter agreement (the “Placement Agent Agreement”) with H.C. Wainwright & Co., LLC (the “Placement Agent”), pursuant to which the Placement Agent agreed to
serve as the exclusive placement agent for the Company in connection with the offering. The Company agreed to pay the Placement Agent a placement agent fee equal to 7% of the gross proceeds from the sale of the ADSs in the offering, a management
fee equal to 1% of the gross proceeds from the sale of the ADSs in the offering, a non-accountable expense allowance of $25,000, an accountable expense allowance of $35,000 and clearing fees of $12,900. The Placement Agent or its designees will
also receive warrants on substantially the same terms as the investors in the offering in an amount equal to 5% of the aggregate number of ADSs sold in the offering, or 257,143 ADSs, at an exercise price of $2.1875 per ADSs.
The ADSs and the underlying ordinary shares in the registered direct offering will be issued pursuant to a prospectus supplement dated as of May 26, 2020 which will be filed with the SEC, in
connection with a takedown from the Company’s shelf registration statement on Form F-3 (File No. 333-222332) (the “Registration Statement”), which became effective on January 19, 2018, and the base prospectus dated as of January 19, 2018
contained in such Registration Statement. This Report shall not constitute an offer to sell or the solicitation to buy nor shall there be any sale of the ADSs, ordinary shares or warrants in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
The warrants, the placement agent warrants and the ADSs and ordinary shares underlying the warrants and placement agent warrants are being offered and sold pursuant to an exemption from the
registration requirements under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof and Rule 506 of Regulation D promulgated thereunder. The investors and placement agent designees have represented
that they are accredited investors, as that term is defined in Regulation D, or qualified institutional buyer as defined in Rule 144(A)(a), and have acquired the warrants and the ADSs underlying the warrants as principals for their own respective
accounts and have no arrangements or understandings for any distribution thereof. The offer and sale of the foregoing securities is being made without any form of general solicitation or advertising. The warrants, the placement agent warrants and
the ADSs and ordinary shares underlying the warrants and placement agent warrants have not been registered under the Securities Act or applicable state securities laws. Accordingly, the warrants, the placement agent warrants and underlying ADSs
and ordinary shares may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities
laws.
The foregoing summaries of the terms of the Purchase Agreement, warrants and placement agent warrants are subject to, and qualified in their entirety by the complete text of such documents attached
hereto as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated herein by reference. The Purchase Agreement contains representations and warranties that the parties made to, and solely for the benefit of, the others, except as expressly
set forth in the Purchase Agreement, in the context of all of the terms and conditions of that agreement and in the context of the specific relationship between the parties.
A copy of the opinion of Yigal Arnon & Co. relating to the legality of the issuance and sale of the ordinary shares underlying the ADSs is attached as Exhibit 5.1 hereto.
The Company previously announced the offering in a press release issued on May 26, 2020, which was included as an exhibit to a Report on Form 6-K filed with the SEC on the same day.
This Report of Foreign Private Issuer on Form 6-K contains statements which constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and
other securities laws. These forward looking statements are based upon the Company’s present intent, beliefs or expectations, but forward looking statements are not guaranteed to occur and may not occur for various reasons, including some reasons
which are beyond the Company’s control. For example, this Report states that the offering is expected to close on or about May 28, 2020. In fact, the closing of the offering is subject to various conditions and contingencies as are customary in
securities purchase agreement in the United States. If these conditions are not satisfied or the specified contingencies do not occur, this offering may not close. For this reason, among others, you should not place undue reliance upon the
Company’s forward looking statements. Except as required by law, the Company undertakes no obligation to revise or update any forward looking statements in order to reflect any event or circumstance that may arise after the date of this Report.