SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Exact name of Registrant as specified in its charter)
State of Israel | Not Applicable | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(Address and telephone number of Registrant’s principal executive offices)
850 Library Avenue
(Name, address, and telephone number for agent for service)
Barry Levenfeld, Adv. Adrian Daniels, Adv. Yigal Arnon & Co. 22 Rivlin Street Jerusalem 9424018, Israel Tel: (972) (2) 623-9220 | Gary Emmanuel, Esq. McDermott Will & Emery LLP 340 Madison Avenue New York, NY 10173 Tel: (212) 547-5400 |
CALCULATION OF REGISTRATION FEE |
Title of each class of securities to be registered | Amount to be registered(1) | Proposed maximum aggregate price per unit (2) | Proposed maximum aggregate offering price(3) | Amount of registration fee(4) | |||||||||||
Ordinary shares, par value NIS 0.10 per share(5) | |||||||||||||||
Warrants | |||||||||||||||
Debt Securities | |||||||||||||||
Subscription Rights | |||||||||||||||
Warrants | |||||||||||||||
Units | |||||||||||||||
Total | $ | 150,000,000 | $ | 150,000,000 | $ | 7,506.65 | (6) |
(1) | There are being registered under this registration statement such indeterminate number of ordinary shares, subscription rights, warrants, debt securities, and units, as may be sold by the registrant from time to time, which collectively shall have an aggregate initial offering price not to exceed $150,000,000. The securities registered hereunder also include such indeterminate number of ordinary shares as may be issued upon conversion, exercise or exchange of warrants or debt securities that provide for such conversion into, exercise for or exchange into ordinary shares. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, the ordinary shares being registered hereunder include such indeterminate number of ordinary shares as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends, or similar transactions. If any debt securities are issued at an original issue discount, then the offering may be in such greater principal amount as shall result in a maximum aggregate offering price not to exceed $150,000,000 after the date hereof. |
(2) | Not specified as to each class of securities to be registered pursuant to General Instruction II.C. of Form F-3. |
(3) | An indeterminate aggregate amount of securities is being registered as may from time to time be sold at indeterminate prices. |
(4) | The registration fee has been calculated pursuant to Rule 457(o) under the Securities Act of 1933, as amended, on the basis of the maximum aggregate offering price of the securities listed. | |
(5) | Ordinary shares may be in the form of American Depositary Shares. American Depositary Shares issuable on deposit of the ordinary shares registered hereby have been registered under separate registration statements on Form F-6 (File No. 333-175360). Each American Depositary Share represents the right to receive 15 ordinary shares. |
(6) | As discussed below, pursuant to Rule 415(a)(6) of the Securities Act, this registration statement includes a total of $81,194,775 aggregate offering price of unsold securities that were previously registered on a registration statement on Form F-3 (Registration No. 333-222332). Accordingly, the $7,506.65 registration fee shown above has been calculated based on the proposed maximum offering price of the additional $68,805,225 of securities registered on this registration statement. |
• | a base prospectus which covers the offering, issuance and sale of such indeterminate number of ordinary shares, which together shall have an aggregate initial offering price not to exceed $150,000,000; and |
• | an Offering Agreement prospectus supplement covering the offering, issuance and sale of the registrant’s ordinary shares that, may be issued and sold under an offering agreement, or the Offering Agreement, between the registrant and H.C. Wainwright & Co., or H.C. Wainwright, in an aggregate amount of up to $18,951,753. |
Units
1 | |
2 | |
2 | |
2 | |
2 | |
4 | |
5 | |
5 | |
9 | |
14 | |
26 | |
26 | |
28 | |
28 | |
29 | |
31 | |
31 | |
31 | |
32 | |
32 | |
33 |
• | the initiation, timing, progress and results of our preclinical studies, clinical trials and other therapeutic candidate development efforts; | |
• | the impact of the COVID-19 pandemic on our operations; | |
• | our ability to advance our therapeutic candidates into clinical trials or to successfully complete our preclinical studies or clinical trials; |
• | our receipt of regulatory approvals for our therapeutic candidates, and the timing of other regulatory filings and approvals; |
• | the clinical development, commercialization and market acceptance of our therapeutic candidates; |
• | our ability to establish and maintain corporate collaborations; |
• | our ability to integrate new therapeutic candidates and new personnel; |
• | the interpretation of the properties and characteristics of our therapeutic candidates and of the results obtained with our therapeutic candidates in preclinical studies or clinical trials; |
• | the implementation of our business model and strategic plans for our business and therapeutic candidates; |
• | the scope of protection we are able to establish and maintain for intellectual property rights covering our therapeutic candidates and our ability to operate our business without infringing the intellectual property rights of others; |
• | estimates of our expenses, future revenues, capital requirements and our needs for and ability to access sufficient additional financing; | ||
• | risks related to changes in healthcare laws, rules and regulations in the United States or elsewhere; | ||
• | competitive companies, technologies and our industry; | ||
• | statements as to the impact of the political and security situation in Israel on our business. |
September 30, 2020 | ||||
(U.S. Dollars in thousands, except share data) | ||||
Non-Current Liabilities: | ||||
Warrants | 5,600 | |||
Long-term loans, net of current maturities | 3,554 | |||
Lease liabilities | 1,601 | |||
Total non-current liabilities | 10,755 | |||
Shareholders’ equity: | ||||
Ordinary shares, par value NIS 0.10 per share; Authorized 1,500,000,000 shares; Issued and outstanding: 296,508,550 shares as of September 30, 2020 | 8,281 | |||
Share premium | 271,107 | |||
Capital reserve | 12,835 | |||
Other comprehensive loss | (1,416 | ) | ||
Accumulated deficit | (265,999 | ) | ||
Total shareholders’ equity | 24,808 | |||
Total capitalization | 35,563 |
• | 34,904,449 ordinary shares issuable upon the exercise of outstanding warrants, at a weighted average exercise price of $1.14 per share, as of September 30, 2020; |
• | 18,913,808 ordinary shares issuable upon the exercise of outstanding options, at a weighted average exercise price of $0.77 per share, as of September 30, 2020; | |
• | 77,142,885 ordinary shares represented by 5,142,859 ADSs issuable upon exercise of unregistered warrants issued to the investors in a private placement we completed in May 2020, or the May 2020 Private Placement, at an exercise price of $2.25 per ADS; | |
• | 3,857,145 ordinary shares represented by 257,143 ADSs issuable upon exercise of unregistered warrants issued to the placement agent or its designees as compensation in connection the May 2020 Private Placement, at an exercise price of $2.1875 per ADS; | |
• | 37,654,290 ordinary shares represented by 2,510,286 ADSs issuable upon exercise of unregistered warrants issued to the investors in a private placement we completed in June 2020, or the June 2020 Private Placement, at an exercise price of $2.25 per ADS; | |
• | 1,882,710 ordinary shares represented by 125,514 ADSs issuable upon exercise of unregistered warrants issued to the placement agent or its designees as compensation in connection with the June 2020 Private Placement, at an exercise price of $2.1875 per ADS; | |
• | 39,535,995 ordinary shares represented by 2,635,733 ADSs issued in an “at the market” equity offering under the Offering Agreement since September 30, 2020; and | |
• | 13,125,000 ordinary shares represented by 875,000 ADSs issued upon exercise of unregistered warrants issued to investors at an exercise price of $2.25 per ADS since September 30, 2020. | |
• | the exercise of our Board of Director’s powers by a general meeting, if our Board of Directors is unable to exercise its powers and the exercise of any of its powers is required for our proper management. |
• | an appointment or removal of directors; |
• | an approval of transactions with office holders, a controlling shareholder or parties related to the foregoing; |
• | an approval of a merger; |
• | authorizing the chairman of the board of directors or his relative to act as the company’s chief executive officer or act with such authority; or authorize the company’s chief executive officer or his relative to act as the chairman of the board of directors or act with such authority; |
• | any other matter in respect of which there is a provision in the articles of association providing that decisions of the general meeting may also be passed by written ballot; and |
• | other matters which may be prescribed by Israel’s Minister of Justice. |
• | make the rights available to all or certain holders of ADSs, by means of warrants or otherwise, if lawful and practically feasible; or |
• | attempt to sell those rights or warrants or other instruments. |
• | payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties for the transfer of any shares or other deposited securities; and |
• | satisfactory proof of the identity and genuineness of any signature or other information it deems necessary. |
• | collect dividends and other distributions pertaining to deposited securities; |
• | sell rights as described under the heading “Dividends, other distributions and rights — Rights to subscribe for additional ordinary shares and other rights” above; and |
• | deliver deposited securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for surrendered ADSs. |
• | taxes and other governmental charges; |
• | any applicable transfer or registration fees; |
• | certain cable, telex and facsimile transmission charges as provided in the deposit agreement; |
• | any expenses incurred in the conversion of foreign currency; |
• | a fee of $5.00 or less per 100 ADSs (or a portion thereof) for the execution and delivery of ADRs and the surrender of ADRs, including if the deposit agreement terminates; |
• | a fee of $.05 or less per ADS (or portion thereof) for any cash distribution made pursuant to the deposit agreement; |
• | a fee for the distribution of securities pursuant to the deposit agreement; |
• | in addition to any fee charged for a cash distribution, a fee of $.05 or less per ADS (or portion thereof) per annum for depositary services; |
• | a fee for the distribution of proceeds of rights that the Depositary sells pursuant to the deposit agreement; and |
• | any other charges payable by the Depositary, any of the Depositary’s agents, or the agents of the Depositary’s agents in connection with the servicing of ordinary shares or other Deposited Securities. |
• | are only obligated to take the actions specifically set forth in the deposit agreement without negligence or bad faith; |
• | are not liable if we are or it is prevented or delayed by law or by events or circumstances beyond our or its ability to prevent or counteract with reasonable care or effort from performing our or its obligations under the deposit agreement; |
• | are not liable if we or it exercise discretion permitted under the deposit agreement; |
• | are not liable for the inability of any holder of ADSs to benefit from any distribution on deposited securities that is not made available to holders of ADSs under the terms of the deposit agreement, or for any special, consequential or punitive damages for any breach of the terms of the deposit agreement; |
• | have no obligation to become involved in a lawsuit or other proceeding related to the ADSs or the deposit agreement on your behalf or on behalf of any other person; |
• | are not liable for the acts or omissions of any securities depository, clearing agency or settlement system; and |
• | may rely upon any documents we believe or it believes in good faith to be genuine and to have been signed or presented by the proper person. |
• | the designation or title of the series of debt securities; |
• | the total principal amount of the series of debt securities; |
• | the percentage of the principal amount at which the series of debt securities will be offered; |
• | the date or dates on which principal will be payable; |
• | the rate or rates (which may be either fixed or variable) and/or the method of determining such rate or rates of interest, if any; |
• | the date or dates from which any interest will accrue, or the method of determining such date or dates, and the date or dates on which any interest will be payable; |
• | whether any interest may be paid by issuing additional securities of the same series in lieu of cash (and the terms upon which any such interest may be paid by issuing additional securities); |
• | the terms for redemption, extension or early repayment, if any; |
• | the currencies in which the series of debt securities are issued and payable; |
• | whether the amount of payments of principal, premium or interest, if any, on a series of debt securities will be determined with reference to an index, formula or other method (which could be based on one or more currencies, commodities, equity indices or other indices) and how these amounts will be determined; |
• | the place or places, if any, other than or in addition to the Borough of Manhattan in the City of New York, of payment, transfer, conversion and/or exchange of the debt securities; |
• | the denominations in which the offered debt securities will be issued (if other than $1,000 and any integral multiple thereof for registered securities); |
• | the provision for any sinking fund; |
• | any restrictive covenants; |
• | any Events of Default (as defined below); |
• | whether the series of debt securities are issuable in certificated form; |
• | any provisions for defeasance or covenant defeasance; |
• | any provisions regarding any future changes or modifications of the terms of the series of debt securities in light of the requirements under applicable law for effecting such changes or modifications; |
• | any special Israeli and/or U.S. federal income tax implications, including, if applicable, Israeli and/or U.S. federal income tax considerations relating to original issue discount; |
• | whether and under what circumstances we will pay additional amounts in respect of any tax, assessment or governmental charge and, if so, whether we will have the option to redeem the debt securities rather than pay the additional amounts (and the terms of this option); |
• | any provisions for convertibility or exchangeability of the debt securities into or for any other securities; |
• | whether the debt securities are subject to subordination and the terms of such subordination; |
• | whether the debt securities are secured or unsecured and the terms of any security interests; |
• | the listing, if any, on a securities exchange; and |
• | any other terms. |
• | how it handles securities payments and notices; |
• | whether it imposes fees or charges; |
• | how it would handle a request for the holders’ consent, if ever required; |
• | whether and how you can instruct it to send you debt securities registered in your own name so you can be a holder, if that is permitted in the future for a particular series of debt securities; |
• | how it would exercise rights under the debt securities if there were a default or other event triggering the need for holders to act to protect their interests; and |
• | if the debt securities are in book-entry form, how the depositary’s rules and procedures will affect these matters. |
• | An investor cannot cause the debt securities to be registered in his or her name and cannot obtain certificates for his or her interest in the debt securities, except in the special situations we describe below. |
• | An investor will be an indirect holder and must look to his or her own bank or broker for payments on the debt securities and protection of his or her legal rights relating to the debt securities, as we describe under “Issuance of Securities in Registered Form” above. |
• | An investor may not be able to sell interests in the debt securities to some insurance companies and other institutions that are required by law to own their securities in non-book-entry form. |
• | An investor may not be able to pledge his or her interest in a global security in circumstances where certificates representing the debt securities must be delivered to the lender or other beneficiary of the pledge in order for the pledge to be effective. |
• | The depositary’s policies, which may change from time to time, will govern payments, transfers, exchanges and other matters relating to an investor’s interest in a global security. We and the trustee have no responsibility for any aspect of the depositary’s actions or for its records of ownership interests in a global security. We and the trustee also do not supervise the depositary in any way. |
• | If we redeem less than all the debt securities of a particular series being redeemed, DTC’s practice is to determine by lot the amount to be redeemed from each of its participants holding that series. |
• | An investor is required to give notice of the exercise of any option to elect repayment of its debt securities, through its participant, to the applicable trustee and to deliver the related debt securities by causing its participant to transfer its interest in those debt securities, on DTC’s records, to the applicable trustee. |
• | DTC requires that those who purchase and sell interests in a global security deposited in its book‑entry system use immediately available funds. Your broker or bank may also require you to use immediately available funds when purchasing or selling interests in a global security. |
• | Financial institutions that participate in the depositary’s book‑entry system, and through which an investor holds its interest in a global security, may also have their own policies affecting payments, notices and other matters relating to the debt securities. There may be more than one financial intermediary in the chain of ownership for an investor. We do not monitor and are not responsible for the actions of any of those intermediaries. |
• | We do not pay interest on a debt security of the series within thirty (30) days of its due date. |
• | We do not pay the principal of, or any premium on, a debt security of the series on its due date. |
• | We do not deposit any sinking fund payment in respect of debt securities of the series within two (2) business days of its due date. |
• | We remain in breach of a covenant in respect of debt securities of the series for sixty (60) days after we receive a written notice of default stating we are in breach. The notice must be sent by either the trustee or holders of at least 25% of the principal amount of debt securities of the series. |
• | We file for bankruptcy or certain other events of bankruptcy, insolvency or reorganization occur. |
• | Any other Event of Default in respect of debt securities of the series described in the applicable prospectus supplement occurs. |
• | You must give your trustee written notice that an Event of Default has occurred and remains uncured. |
• | The holders of at least 25% in principal amount of all outstanding debt securities of the relevant series must make a written request that the trustee take action because of the default and must offer reasonable indemnity to the trustee against the cost and other liabilities of taking that action. |
• | The trustee must not have taken action for sixty (60) days after receipt of the above notice and offer of indemnity. |
• | The holders of a majority in principal amount of the debt securities must not have given the trustee a direction inconsistent with the above notice during that sixty (60) day period. |
• | the payment of principal, any premium or interest; or |
• | in respect of a covenant that cannot be modified or amended without the consent of each holder. |
• | Where we merge out of existence or sell our assets, the resulting entity must agree to be legally responsible for our obligations under the debt securities. |
• | The merger or sale of assets must not cause a default on the debt securities and we must not already be in default (unless the merger or sale would cure the default). For purposes of this no‑default test, a default would include an Event of Default that has occurred and has not been cured, as described under “Events of Default” above. A default for this purpose would also include any event that would be an Event of Default if the requirements for giving us a notice of default or our default having to exist for a specific period of time were disregarded. |
• | We must deliver certain certificates and documents to the trustee. |
• | We must satisfy any other requirements specified in the prospectus supplement relating to a particular series of debt securities. |
• | change the stated maturity of the principal of, or interest on, a debt security; |
• | reduce any amounts due on a debt security; |
• | reduce the amount of principal payable upon acceleration of the maturity of a security following a default; |
• | adversely affect any right of repayment at the holder’s option; |
• | change the place (except as otherwise described in the prospectus or prospectus supplement) or currency of payment on a debt security; |
• | impair the right of a holder of the debt securities to sue for payment; |
• | adversely affect any right to convert or exchange a debt security in accordance with its terms; |
• | modify the subordination provisions in the indenture in a manner that is adverse to holders of the debt securities; |
• | reduce the percentage of holders of debt securities whose consent is needed to modify or amend the indenture; |
• | reduce the percentage of holders of debt securities whose consent is needed to waive compliance with certain provisions of the indenture or to waive certain defaults; |
• | modify any other aspect of the provisions of the indenture dealing with supplemental indentures, modification and waiver of past defaults, changes to the quorum or voting requirements or the waiver of certain covenants; and |
• | change any obligation we have to pay additional amounts. |
• | If the change affects only one series of debt securities, it must be approved by the holders of a majority in principal amount of that series. |
• | If the change affects more than one series of debt securities issued under the same indenture, it must be approved by the holders of a majority in principal amount of all of the series affected by the change, with all affected series voting together as one class for this purpose. |
• | For original issue discount securities, we will use the principal amount that would be due and payable on the voting date if the maturity of these debt securities were accelerated to that date because of a default. |
• | For debt securities whose principal amount is not known (for example, because it is based on an index), we will use the principal face amount at original issuance or a special rule for that debt security described in the prospectus supplement. |
• | For debt securities denominated in one (1) or more foreign currencies, we will use the dollar equivalent. |
• | If the debt securities of the particular series are denominated in dollars, we must deposit in trust for the benefit of all holders of such debt securities a combination of money and U.S. government or U.S. government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on the debt securities on their various due dates and any mandatory sinking fund payments or analogous payments. |
• | We must deliver to the trustee a legal opinion of our counsel confirming that, under current U.S. federal income tax law, we may make the above deposit without causing you to be taxed on the debt securities any differently than if we did not make the deposit and just repaid the debt securities ourselves at maturity. |
• | We must deliver to the trustee a legal opinion of our counsel stating that the above deposit does not require registration by us under the Investment Company Act of 1940, as amended, or the 1940 Act, and a legal opinion and officers’ certificate stating that all conditions precedent to covenant defeasance have been complied with. |
• | Defeasance must not result in a breach of the indenture or any of our other material agreements. |
• | Satisfy the conditions for covenant defeasance contained in any supplemental indentures. |
• | If the debt securities of the particular series are denominated in dollars, we must deposit in trust for the benefit of all holders of such debt securities a combination of money and U.S. government or U.S. government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on the debt securities on their various due dates and any mandatory sinking fund payments or analogous payments. |
• | We must deliver to the trustee a legal opinion confirming that there has been a change in current U.S. federal tax law or an IRS ruling that allows us to make the above deposit without causing you to be taxed on the debt securities any differently than if we did not make the deposit and just repaid the debt securities ourselves at maturity. Under current U.S. federal tax law, the deposit and our legal release from the debt securities would be treated as though we paid you your share of the cash and notes or bonds at the time the cash and notes or bonds were deposited in trust in exchange for your debt securities and you would recognize gain or loss on the debt securities at the time of the deposit. |
• | We must deliver to the trustee a legal opinion of our counsel stating that the above deposit does not require registration by us under the 1940 Act and a legal opinion and officers’ certificate stating that all conditions precedent to defeasance have been complied with. |
• | Defeasance must not result in a breach of the indenture or any of our other material agreements. |
• | Satisfy the conditions for covenant defeasance contained in any supplemental indentures. |
• | only in fully registered certificated form; |
• | without interest coupons; and |
• | unless we indicate otherwise in the prospectus supplement, in denominations of $1,000 and amounts that are multiples of $1,000. |
• | our indebtedness (including indebtedness of others guaranteed by us), whenever created, incurred, assumed or guaranteed, for money borrowed, that we have designated as “Designated Senior Indebtedness” for purposes of the indenture and in accordance with the terms of the indenture (including any indenture securities designated as Designated Senior Indebtedness); and |
• | renewals, extensions, modifications and refinancings of any of this indebtedness. |
• | the price, if any, for the subscription rights; |
• | the exercise price payable for each ordinary share and/or ADS upon the exercise of the subscription rights; |
• | the number of subscription rights to be issued to each shareholder; |
• | the number and terms of the ordinary shares and/or ADSs which may be purchased per each subscription right; |
• | the extent to which the subscription rights are transferable; |
• | any other terms of the subscription rights, including the terms, procedures and limitations relating to the exchange and exercise of the subscription rights; |
• | the date on which the right to exercise the subscription rights shall commence, and the date on which the subscription rights shall expire; |
• | the extent to which the subscription rights may include an over-subscription privilege with respect to unsubscribed securities; and |
• | if applicable, the material terms of any standby underwriting or purchase arrangement which may be entered into by us in connection with the offering of subscription rights. |
● | the offering price; |
● | the aggregate number or amount of underlying securities purchasable upon exercise of the warrants and the exercise price; |
● | the number of warrants being offered; |
● | the date, if any, after which the warrants and the underlying securities will be transferable separately; |
● | the date on which the right to exercise the warrants will commence, and the date on which the right will expire, or the Expiration Date; |
● | the number of warrants outstanding, if any; |
● | any material Israeli and/or U.S. federal income tax consequences; |
● | the terms, if any, on which we may accelerate the date by which the warrants must be exercised; and; |
● | any other terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants. |
● | the trading price of the warrants; |
● | the price of the underlying securities at that time; |
● | the time remaining to expiration; and |
● | any related transaction costs. |
● | the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately; |
● | the material terms of a unit agreement under which the units will be issued; |
● | any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units; and |
● | whether the units will be issued in fully registered or global form. |
● | through agents; |
● | to or through one or more underwriters on a firm commitment or agency basis; |
● | through put or call option transactions relating to the securities; |
● | to or through dealers, who may act as agents or principals, including a block trade (which may involve crosses) in which a broker or dealer so engaged will attempt to sell as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
● | through privately negotiated transactions; |
● | purchases by a broker or dealer as principal and resale by such broker or dealer for its own account pursuant to this prospectus; |
● | directly to purchasers, including our affiliates, through a specific bidding or auction process, on a negotiated basis or otherwise; to or through one or more underwriters on a firm commitment or best efforts basis; |
● | exchange distributions and/or secondary distributions; |
● | ordinary brokerage transactions and transactions in which the broker solicits purchasers; |
● | in “at-the-market” offerings, within the meaning of Rule 415(a)(4) of the Securities Act to or through a market maker or into an existing trading market, on an exchange or otherwise; |
● | transactions not involving market makers or established trading markets, including direct sales or privately negotiated transactions; |
● | transactions in options, swaps or other derivatives that may or may not be listed on an exchange or |
● | through any other method permitted pursuant to applicable law; or |
● | through a combination of any such methods of sale. |
● | a stabilizing bid means the placing of any bid, or the effecting of any purchase, for the purpose of pegging, fixing or maintaining the price of a security. |
● | a syndicate covering transaction means the placing of any bid on behalf of the underwriting syndicate or the effecting of any purchase to reduce a short position created in connection with the offering. |
● | a penalty bid means an arrangement that permits the managing underwriter to reclaim a selling concession from a syndicate member in connection with the offering when offered securities originally sold by the syndicate member are purchased in syndicate covering transactions. |
● | our Annual Report on Form 20-F for the year ended December 31, 2019, filed with the SEC on March 12, 2020; and |
● | our Report on Form 6-K filed with the SEC on May 20, 2020, May 26, 2020 (two filings), May 27, 2020, May 28, 2020, June 1, 2020, June 3, 2020, August 6, 2020, August 19, 2020 (two filings), September 24, 2020, September 25, 2020, October 29, 2020, October 30, 2020, November 18, 2020, November 23, 2020 and December 16, 2020 (two filings) (in each case, to the extent expressly incorporated by reference into our effective registration statements filed by us under the Securities Act). |
● | the judgments are obtained after due process before a court of competent jurisdiction, according to the laws of the state in which the judgment is given and the rules of private international law currently prevailing in Israel; |
● | the prevailing law of the foreign state in which the judgments were rendered allows for the enforcement of judgments of Israeli courts; |
● | adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard and to present his or her evidence; |
● | the judgments are not contrary to public policy of Israel, and the enforcement of the civil liabilities set forth in the judgment is not likely to impair the security or sovereignty of Israel; |
● | the judgments were not obtained by fraud and do not conflict with any other valid judgments in the same matter between the same parties; |
● | an action between the same parties in the same matter is not pending in any Israeli court at the time the lawsuit is instituted in the foreign court; and |
● | the judgment is enforceable according to the laws of Israel and according to the law of the foreign state in which the relief was granted. |
SEC registration fees | $ | 7,506.65 | ||
FINRA filing fee | $ | 10,820.78 | ||
Legal fees and expenses | $ | * | ||
Accountants fees and expenses | $ | * | ||
Printing Fees | $ | * | ||
Miscellaneous | $ | * | ||
Total | $ | * |
* | These fees and expenses depend on the securities offered and the number of issuances and accordingly cannot be estimated at this time. |
American Depositary Shares Representing Ordinary Shares
1 | |
2 | |
2 | |
2 | |
2 | |
4 | |
5 | |
5 | |
9 | |
14 | |
26 | |
26 | |
28 | |
28 | |
29 | |
31 | |
31 | |
31 | |
32 | |
32 | |
33 |
S - 1 | |
S -2 | |
S -7 | |
S -8 | |
S -9 | |
S -11 | |
S -11 | |
S -13 | |
S -14 | |
S -15 | |
S - 15 | |
S -15 | |
S -16 | |
S -17 |
Pursuant to that certain At-the-Market Sales Agreement, dated October 31, 2017, or the Sales Agreement, by and between us and BTIG, LLC, or BTIG, we had been able to elect from time to time, to offer and sell ADSs through an “at the market offering” as defined in Rule 415(a)(4), or the ATM Offering, promulgated under the Securities Act, having an aggregate offering price of up to $30 million. Under the ATM Offering, we had sold an aggregate of 2,923,553 ADSs for an aggregate offering price of $12.96 million. On May 26, 2020, we terminated the prospectus supplement dated April 17, 2020 related to the ATM Offering, and we terminated the Sales Agreement effective September 24, 2020.
Issuer | BioLineRx, Ltd. | |
ADSs offered by us | ADSs with aggregate gross sale proceeds of up to $18,951,753. Each ADS represents 15 ordinary shares. | |
Ordinary shares to be outstanding immediately after this offering | Up to 463,797,081 ordinary shares, assuming a sales price of $2.48 per ADS, which was the closing price of our ADSs on Nasdaq on December 29, 2020. The actual number of ADSs issued will vary depending on the price at which ADSs may be sold from time to time during this offering. | |
Form of offering | The Sales Agent may, according to the terms of the Offering Agreement, sell the ADSs offered under this prospectus supplement in an “at-the-market” offering as defined in Rule 415 under the Securities Act. Wainwright has agreed to use commercially reasonable efforts consistent with its normal trading and sales practices to make sales of the ADSs offered hereby. See “Plan of Distribution” on page S-14. | |
Depositary | The Bank of New York Mellon. | |
Use of Proceeds | We intend to use the net proceeds of this offering for general corporate purposes, which may include but are not limited to working capital and funding clinical trials. See “Use of Proceeds” on page S-11. | |
Listings | The ADSs are listed on Nasdaq under the symbol “BLRX.” Our ordinary shares currently trade on the TASE under the symbol “BLRX.” | |
Risk Factors | Before investing in our securities, you should carefully read and consider the “Risk Factors” beginning on page S-9 of this prospectus supplement and in the documents we incorporate by reference in this prospectus supplement and the accompanying prospectus. |
• | 34,904,449 ordinary shares issuable upon the exercise of outstanding warrants, at a weighted average exercise price of $1.14 per share, as of September 30, 2020; |
• | 18,913,808 ordinary shares issuable upon the exercise of outstanding options, at a weighted average exercise price of $0.77 per share, as of September 30, 2020; | |
• | 77,142,885 ordinary shares represented by 5,142,859 ADSs issuable upon exercise of unregistered warrants issued to the investors in the May 2020 Private Placement, at an exercise price of $2.25 per ADS; | |
• | 3,857,145 ordinary shares represented by 257,143 ADSs issuable upon exercise of unregistered warrants issued to the placement agent or its designees as compensation in connection the May 2020 Private Placement, at an exercise price of $2.1875 per ADS; | |
• | 37,654,290 ordinary shares represented by 2,510,286 ADSs issuable upon exercise of unregistered warrants issued to the investors in the June 2020 Private Placement, at an exercise price of $2.25 per ADS; | |
• | 1,882,710 ordinary shares represented by 125,514 ADSs issuable upon exercise of unregistered warrants issued to the placement agent or its designees as compensation in connection with the June 2020 Private Placement, at an exercise price of $2.1875 per ADS; | |
• | 39,535,995 ordinary shares represented by 2,635,733 ADSs issued in an “at the market” equity offering under the Offering Agreement since September 30, 2020; and | |
• | 13,125,000 ordinary shares represented by 875,000 ADSs issued upon exercise of unregistered warrants issued to investors at an exercise price of $2.25 per ADS since September 30, 2020. |
• | the initiation, timing, progress and results of our preclinical studies, clinical trials and other therapeutic candidate development efforts; | |
• | the impact of the COVID-19 pandemic on our operations; | |
• | our ability to advance our therapeutic candidates into clinical trials or to successfully complete our preclinical studies or clinical trials; |
• | our receipt of regulatory approvals for our therapeutic candidates, and the timing of other regulatory filings and approvals; |
• | the clinical development, commercialization and market acceptance of our therapeutic candidates; |
• | our ability to establish and maintain corporate collaborations; |
• | our ability to integrate new therapeutic candidates and new personnel; |
• | the interpretation of the properties and characteristics of our therapeutic candidates and of the results obtained with our therapeutic candidates in preclinical studies or clinical trials; |
• | the implementation of our business model and strategic plans for our business and therapeutic candidates; |
• | the scope of protection we are able to establish and maintain for intellectual property rights covering our therapeutic candidates and our ability to operate our business without infringing the intellectual property rights of others; |
• | estimates of our expenses, future revenues, capital requirements and our needs for and ability to access sufficient additional financing; | ||
• | risks related to changes in healthcare laws, rules and regulations in the United States or elsewhere; | ||
• | competitive companies, technologies and our industry; | ||
• | statements as to the impact of the political and security situation in Israel on our business. |
• | on an actual basis; and |
• | on an as adjusted basis to give effect to the sale of an aggregate of 114,627,540 ordinary shares at an assumed price of $0.165 per share, the last reported sale price of our ordinary shares on December 29, 2020, for aggregate proceeds of approximately $18.3 million, after deducting sales agent fees and estimated aggregate offering expenses payable by us. |
As of September 30, 2020 | ||||||||
Actual | As Adjusted | |||||||
(U.S.$ in thousands) | ||||||||
Non-Current Liabilities: | ||||||||
Warrants | $ | 5,600 | $ | 5,600 | ||||
Long-term loans, net of current maturities | 3,554 | 3,554 | ||||||
Lease liabilities | 1,601 | 1,601 | ||||||
Total non-current liabilities | $ | 10,755 | $ | 10,755 | ||||
Shareholders’ equity: | ||||||||
Ordinary shares, NIS 0.10 par value, 1,500,000,000 authorized; 296,508,550 shares issued and outstanding (actual); and 411,136,090 shares issued and outstanding (as adjusted) | $ | 8,281 | $ | 11,830 | ||||
Share premium | 271,107 | 285,903 | ||||||
Capital reserve | 12,835 | 12,835 | ||||||
Other comprehensive loss | (1,416) | (1,416 | ) | |||||
Accumulated deficit | (265,999) | (265,999 | ) | |||||
Total equity | 24,808 | 43,153 | ||||||
Total liabilities and equity | $ | 35,563 | $ | 53,908 |
• | 34,904,449 ordinary shares issuable upon the exercise of outstanding warrants, at a weighted average exercise price of $1.14 per share, as of September 30, 2020; |
• | 18,913,808 ordinary shares issuable upon the exercise of outstanding options, at a weighted average exercise price of $0.77 per share, as of September 30, 2020; | |
• | 77,142,885 ordinary shares represented by 5,142,859 ADSs issuable upon exercise of unregistered warrants issued to the investors in the May 2020 Private Placement, at an exercise price of $2.25 per ADS; | |
• | 3,857,145 ordinary shares represented by 257,143 ADSs issuable upon exercise of unregistered warrants issued to the placement agent or its designees as compensation in connection the May 2020 Private Placement, at an exercise price of $2.1875 per ADS; | |
• | 37,654,290 ordinary shares represented by 2,510,286 ADSs issuable upon exercise of unregistered warrants issued to the investors in the June 2020 Private Placement, at an exercise price of $2.25 per ADS; | |
• | 1,882,710 ordinary shares represented by 125,514 ADSs issuable upon exercise of unregistered warrants issued to the placement agent or its designees as compensation in connection with the June 2020 Private Placement, at an exercise price of $2.1875 per ADS; | |
• | 39,535,995 ordinary shares represented by 2,635,733 ADSs issued in an “at the market” equity offering under the Offering Agreement since September 30, 2020; and | |
• | 13,125,000 ordinary shares represented by 875,000 ADSs issued upon exercise of unregistered warrants issued to investors at an exercise price of $2.25 per ADS since September 30, 2020. |
Assumed offering price per ADS | $ | 2.48 | ||||||
Net tangible book value per ADS at September 30, 2020 | $ | 0.16 | ||||||
Increase in net tangible book value per ADS after this offering | $ | 0.62 | ||||||
As adjusted net tangible book value per ADS as of September 30, 2020 after giving effect to this offering | $ | 0.78 | ||||||
Dilution per ADS to investors purchasing the ADSs in this offering | $ | 1.70 |
• | 34,904,449 ordinary shares issuable upon the exercise of outstanding warrants, at a weighted average exercise price of $1.14 per share, as of September 30, 2020; |
• | 18,913,808 ordinary shares issuable upon the exercise of outstanding options, at a weighted average exercise price of $0.77 per share, as of September 30, 2020; | |
• | 77,142,885 ordinary shares represented by 5,142,859 ADSs issuable upon exercise of unregistered warrants issued to the investors in the May 2020 Private Placement, at an exercise price of $2.25 per ADS; | |
• | 3,857,145 ordinary shares represented by 257,143 ADSs issuable upon exercise of unregistered warrants issued to the placement agent or its designees as compensation in connection the May 2020 Private Placement, at an exercise price of $2.1875 per ADS; | |
• | 37,654,290 ordinary shares represented by 2,510,286 ADSs issuable upon exercise of unregistered warrants issued to the investors in the June 2020 Private Placement, at an exercise price of $2.25 per ADS; | |
• | 1,882,710 ordinary shares represented by 125,514 ADSs issuable upon exercise of unregistered warrants issued to the placement agent or its designees as compensation in connection with the June 2020 Private Placement, at an exercise price of $2.1875 per ADS; | |
• | 39,535,995 ordinary shares represented by 2,635,733 ADSs issued in an “at the market” equity offering under the Offering Agreement since September 30, 2020; and | |
• | 13,125,000 ordinary shares represented by 875,000 ADSs issued upon exercise of unregistered warrants issued to investors at an exercise price of $2.25 per ADS since September 30, 2020. | |
● | our Annual Report on Form 20-F for the year ended December 31, 2019, filed with the SEC on March 12, 2020; and |
● | our Report on Form 6-K filed with the SEC on May 20, 2020, May 26, 2020 (two filings), May 27, 2020, May 28, 2020, June 1, 2020, June 3, 2020, August 6, 2020, August 19, 2020 (two filings), September 24, 2020, September 25, 2020, October 29, 2020, October 30, 2020, November 18, 2020, November 23, 2020 and December 16, 2020 (two filings) (in each case, to the extent expressly incorporated by reference into our effective registration statements filed by us under the Securities Act). |
BioLineRx Ltd. Modi’in Technology Park 2 HaMa’ayan Street Modi’in 7177871, Israel Attention: Corporate Secretary Tel.: +972-8-642-9100 e-mail: info@BioLineRx.com |
● | the judgments are obtained after due process before a court of competent jurisdiction, according to the laws of the state in which the judgment is given and the rules of private international law currently prevailing in Israel; |
● | the prevailing law of the foreign state in which the judgments were rendered allows for the enforcement of judgments of Israeli courts; |
● | adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard and to present his or her evidence; |
● | the judgments are not contrary to public policy of Israel, and the enforcement of the civil liabilities set forth in the judgment is not likely to impair the security or sovereignty of Israel; |
● | the judgments were not obtained by fraud and do not conflict with any other valid judgments in the same matter between the same parties; |
● | an action between the same parties in the same matter is not pending in any Israeli court at the time the lawsuit is instituted in the foreign court; and |
● | the judgment is enforceable according to the laws of Israel and according to the law of the foreign state in which the relief was granted. |
• | monetary liability incurred by or imposed on him or her in favor of another person pursuant to a judgment, including a settlement or arbitrator’s award approved by a court. However, if an undertaking to indemnify an office holder with respect to such liability is provided in advance, then such an undertaking must be limited to events which, in the opinion of the board of directors, can be foreseen based on the company’s activities when the undertaking to indemnify is given, and to an amount or according to criteria determined by the board of directors as reasonable under the circumstances, and such undertaking shall detail the abovementioned foreseen events and amount or criteria; |
• | reasonable litigation expenses, including attorneys’ fees, incurred by the office holder as a result of an investigation or proceeding instituted against him or her by an authority authorized to conduct such investigation or proceeding, provided that (i) no indictment was filed against such office holder as a result of such investigation or proceeding; and (ii) no financial liability was imposed upon him or her as a substitute for the criminal proceeding as a result of such investigation or proceeding or, if such financial liability was imposed, it was imposed with respect to an offense that does not require proof of criminal intent or as a monetary sanction; |
• | a monetary liability imposed on him or her in favor of an injured party at an Administrative Procedure (as defined below) pursuant to Section 52(54)(a)(1)(a) of the Securities Law; |
• | expenses incurred by an office holder in connection with an Administrative Procedure under the Securities Law, including reasonable litigation expenses and reasonable attorneys’ fees; and |
• | reasonable litigation expenses, including attorneys’ fees, incurred by the office holder or imposed by a court in proceedings instituted against him or her by the company, on its behalf, or by a third-party, or in connection with criminal proceedings in which the office holder was acquitted, or as a result of a conviction for an offense that does not require proof of criminal intent. |
• | An “Administrative Procedure” is defined as a procedure pursuant to chapters H3 (Monetary Sanction by the Israeli Securities Authority), H4 (Administrative Enforcement Procedures of the Administrative Enforcement Committee) or I1 (Arrangement to prevent Procedures or Interruption of procedures subject to conditions) to the Securities Law. |
• | a breach of the duty of loyalty to the company, provided that the office holder acted in good faith and had a reasonable basis to believe that such act would not prejudice the company; |
• | a breach of the duty of care to the company or to a third-party; |
• | a monetary liability imposed on the office holder in favor of a third-party; |
• | a monetary liability imposed on the office holder in favor of an injured party at an Administrative Procedure pursuant to Section 52(54)(a)(1)(a) of the Securities Law; and |
• | expenses incurred by an office holder in connection with an Administrative Procedure, including reasonable litigation expenses and reasonable attorneys’ fees. |
• | a breach of the duty of loyalty, except for indemnification and insurance for a breach of the duty of loyalty to the company in the event office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company; |
• | a breach of the duty of care committed intentionally or recklessly, excluding a breach arising out of the negligent conduct of the office holder; |
• | an act or omission committed with intent to derive unlawful personal benefit; or |
• | a fine, monetary sanction, penalty or forfeit levied against the office holder. |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(2) | That for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and this offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) | To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Act or Rule 3-19 of this chapter if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3. |
(5) | That, for the purpose of determining liability under the Securities Act to any purchaser: |
i | If the registrant is relying on Rule 430B: |
(A) | Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
(B) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
ii. | If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
(6) | That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: |
i. | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
ii. | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
iii. | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
iv. | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
(b) | The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(c) | The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information. |
(d) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 10 hereof, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. |
(e) | The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of section 310 of the Trust Indenture Act (“Act”) in accordance with the rules and regulations prescribed by the Commission under section 305(b)(2) of the Act. |
BIOLINERX LTD. | |
By: | /s/ Philip A. Serlin |
Philip A. Serlin | |
Chief Executive Officer |
SIGNATURE | TITLE | DATE | ||
/s/ Philip A. Serlin | Chief Executive Officer, | December 31, 2020 | ||
Philip A. Serlin | (Principal Executive Officer) | |||
/s/ Mali Zeevi | Chief Financial Officer | December 31, 2020 | ||
Mali Zeevi | (Principal Financial and Accounting Officer) | |||
/s/ Aharon Schwartz | Chairman of the Board | December 31, 2020 | ||
Aharon Schwartz | ||||
/s/ Michael J. Anghel | Director | December 31, 2020 | ||
Michael J. Anghel | ||||
/s/ Nurit Benjamini | Director | December 31, 2020 | ||
Nurit Benjamini | ||||
/s/ B.J. Bormann | Director | December 31, 2020 | ||
B.J. Bormann | ||||
/s/ Raphael Hofstein | Director | December 31, 2020 | ||
Raphael Hofstein | ||||
s/ Avraham Molcho | Director | December 31, 2020 | ||
Avraham Molcho | ||||
/s/ Sandra Panem | Director | December 31, 2020 | ||
Sandra Panem | ||||
Puglisi & Associates | ||
By: | /s/ Donald J. Puglisi | |
Name: Donald J. Puglisi | ||
Title: Authorized Representative |
Exhibit No. | Description | |
1.1* | Form of Underwriting Agreement | |
4.2* | Form of Warrant. | |
4.3* | Form of Unit Agreement. | |
25.1** | Statement of Eligibility of Trustee for Indenture under Trust Indenture Act of 1939. |
* | To be filed by amendment or by a report filed under the Securities Exchange Act of 1934, as amended, and incorporated herein by reference, if applicable. | |
** | To be incorporated by reference from a subsequent filing in accordance with Section 305(b)(2) of the Trust Indenture Act of 1939. | |
(1) | Incorporated herein by reference to Report on Form 6-K filed with the SEC on September 25, 2020. | |
(2) | Incorporated herein by reference to Exhibit 1 of the Registration Statement on Form F-3/A (No. 333-182997) filed by the Registrant on August 13, 2012. |