BioLineRx Ltd. Announces Registered Direct Offering

TL;DR

BioLineRx is selling shares directly to investors, raising cash.

AI Summary

On March 28, 2024, BioLineRx Ltd. entered into a definitive agreement for a registered direct offering with certain institutional investors. The filing does not specify the dollar amounts or the exact number of shares involved in this offering.

Why It Matters

This filing indicates BioLineRx Ltd. is raising capital through a direct offering, which could impact its financial position and future development plans.

Risk Assessment

Risk Level: medium — Registered direct offerings can dilute existing shareholders and signal a need for capital, which may indicate financial pressures or aggressive growth plans.

Key Players & Entities

• BioLineRx Ltd. (company) — Registrant
• March 28, 2024 (date) — Date of definitive agreement

FAQ

Key Financial Figures

• $0.80 — ants"), at a combined purchase price of $0.80 per ADS and accompanying Warrant, for a
• $5.4 m — aggregate net proceeds of approximately $5.4 million, after deducting the fees of the
• $1.60 — pany's ADSs is equal to or greater than $1.60 (as adjusted for reverse and forward sh
• $1.50 — Date may only be made at a price above $1.50 (as adjusted for reverse and forward sh
• $75,000 — ent Agent not to exceed an aggregate of $75,000. The securities described above and to
• $6 million — receive gross proceeds of approximately $6 million. A copy of this press release is attach

Filing Documents

• zk2431218.htm (6-K) — 27KB
• exhibit_5-1.htm (EX-5.1) — 9KB
• exhibit_5-2.htm (EX-5.2) — 13KB
• exhibit_10-1.htm (EX-10.1) — 188KB
• exhibit_10-2.htm (EX-10.2) — 122KB
• exhibit_99-1.htm (EX-99.1) — 14KB
• image00002.jpg (GRAPHIC) — 382KB
• image00003.jpg (GRAPHIC) — 13KB
• image00005.jpg (GRAPHIC) — 427KB
• 0001178913-24-001174.txt ( ) — 1505KB

From the Filing

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 April 2024 Commission file number: 001-35223 _______________________ BioLineRx Ltd. (Translation of registrant's name into English) _______________________ 2 HaMa'ayan Street Modi'in 7177871, Israel (Address of Principal Executive Offices) _______________________ Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F Form 40-F On March 28, 2024, BioLineRx Ltd. (the "Company") entered into a definitive agreement (the "Purchase Agreement") with certain institutional investors providing for the issuance and sale in a registered direct offering of 7,500,000 of the Company's American Depositary Shares (the "ADSs") and warrants to purchase up to an aggregate of 7,500,000 ADSs (the "Warrants"), at a combined purchase price of $0.80 per ADS and accompanying Warrant, for aggregate net proceeds of approximately $5.4 million, after deducting the fees of the Placement Agent (as defined below) and offering expenses payable by the Company, and excluding any proceeds that may be received upon exercise of the Warrants. Each ADS represents fifteen (15) ordinary shares, par value NIS 0.10 per share, of the Company. The offering is expected to close on or about April 1, 2024, subject to the satisfaction of customary closing conditions, or the Closing Date. Each Warrant will be immediately exercisable upon issuance and will have a 5-year term from the issuance date. The exercise price of each Warrant is $0.80 per ADS, subject to adjustment as set forth therein. The Warrants may be exercised on a cashless basis if at the time of exercise thereof there is no effective registration statement registering the ADSs underlying the Warrants. A holder of the warrants (together with its affiliates) may not exercise any portion of the Warrants to the extent that such person would own more than 4.99% (or, at the Investor's option upon issuance, 9.99%) of the Company's outstanding ordinary shares immediately after exercise. However, upon prior notice from the holder to the Company, a holder may increase or decrease the amount of ownership of outstanding ordinary shares up to 9.99% of the number of the Company's ordinary shares outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Securities Exchange Act of 1934, as amended, provided that any increase shall not be effective until 61 days following notice to the Company. Under the Purchase Agreement, the Company has agreed not to (i) enter into any agreement to issue or announce the issuance or proposed issuance of any ADSs, ordinary shares or ordinary share equivalents, or (ii) file any registration statement or amendment or supplement thereto, for a period of 90 days following the closing of the offering, or the Company Standstill Period, subject to certain customary exceptions, provided that if the volume weighted average price of the Company's ADSs is equal to or greater than $1.60 (as adjusted for reverse and forward share splits, share dividends, share combinations and other similar transactions of ADSs and/or ordinary shares that occur after the date of the Purchase Agreement) on any trading day after the 60th day following the Closing Date, then the Company Standstill Period shall automatically terminate on the next trading day thereafter. In addition, subject to certain exceptions, the Purchase Agreement provides that until such time as no investors in this offering hold any of the Warrants, the Company will not effect or enter into an agreement to effect a "variable rate transaction" as defined in the Purchase Agreement, except that except that (i) the Company may enter into an at–the-market facility or offering program following expiration of the Company Standstill Period, (ii) any sales pursuant to any existing or future at-the-market facility or offering program from the end of the Company Standstill Period through and including the six month anniversary of the Closing Date may only be made at a price above $1.50 (as adjusted for reverse and forward share splits, share dividends, share combinations and other similar transactions of ADSs and/or the ordinary shares that occur after the date of the Purchase Agreement) and (iii) any sales pursuant to any existing or future at-the market facility or offering program after the six month anniversary of the Closing Date may be made at any price and without any limitations. The Purchase Agreement also contains representations, warranties, indemnification and other provisions customary for transactions of this nature. JonesTrading Institutional Services LLC (the "Placement Agent") acted as the exclusive placement agent for the Company in connection with the offering. T

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