SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2021
Commission file number: 001-35223
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(Translation of registrant’s name into English)
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2 HaMa’ayan Street
Modi’in 7177871, Israel
(Address of Principal Executive Offices)
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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 ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulations S-T Rule 101(b)(1):_____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulations S-T Rule 101(b)(7):_____
On September 3, 2021, BioLineRx Ltd. (the “Company”) entered into an at-the-market Offering Agreement (the “Offering Agreement”) with H.C. Wainwright & Co., LLC, as agent (“H.C. Wainwright”), pursuant to which the Company may offer and sell, from time to time through H.C. Wainwright, as sales agent, American Depositary Shares, each representing fifteen ordinary shares, par value NIS 0.1 per share of the Company (the “Ordinary Shares”), having an aggregate offering price of up to $25.0 million (the “ADSs”).
The offer and sale of the ADSs will be made pursuant to a shelf registration statement on Form F-3 and the related prospectus (File No. 333-251857) filed by the Company with the Securities and Exchange Commission (the “SEC”) on December 31, 2020 and declared effective by the SEC on January 11, 2021, as supplemented by a prospectus supplement (the “Prospectus Supplement”) dated September 3, 2021 and filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”).
Pursuant to the Offering Agreement, sales of ADSs may be made in transactions that are deemed to be “at-the-market” offerings as defined in Rule 415 under the Securities Act, including sales made directly on or through The Nasdaq Capital Market, or any other existing trading market in the Unites States for the Company’s ordinary shares, sales made to or through a market maker other than on an exchange or otherwise, directly to H.C. Wainwright as principal, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, or in any other method permitted by law. H.C. Wainwright will use commercially reasonable efforts consistent with its normal trading and sales practices to sell the ADSs pursuant to the Offering Agreement from time to time, based upon instructions from the Company, including any price or size limits or other customary parameters or conditions the Company may impose.
The Company is not obligated to make any sales of the ADSs under the Offering Agreement. The offering of ADSs pursuant to the Offering Agreement will terminate upon the earliest of (a) the sale of all of the ADSs subject to the Offering Agreement and (b) the termination of the Offering Agreement by H.C. Wainwright or the Company, as permitted therein.
The Company will pay H.C. Wainwright a commission rate equal to 3.0% of the gross sales price of the ADSs sold pursuant to the Offering Agreement and has agreed to provide H.C. Wainwright with customary indemnification and contribution rights.
The Company will also reimburse H.C. Wainwright for certain specified expenses in connection with entering into the Offering Agreement. The Offering Agreement contains customary representations and warranties and conditions to the sale of the ADSs pursuant thereto.
The foregoing description of the Offering Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 10.1 to this Report on Form 6-K and is incorporated herein by reference.
Effective September 3, 2021, that certain At-the-Market Offering Agreement, dated as of September 25, 2020, as amended on January 11, 2021 between the Company and H.C. Wainwright was terminated.
This Report on Form 6-K shall not constitute an offer to sell, or the solicitation of an offer to buy, the ADSs discussed herein, nor shall there be any offer, solicitation, or sale of securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Attached hereto are the following exhibits:
This Form 6-K is hereby incorporated by reference into all effective registration statements filed by the registrant under the Securities Act of 1933, including, without limitation, the Company's registration statement on Form F-3 (File No. 333-251857).
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | BioLineRx Ltd. | |
| | | | |
| | By: | /s/ Philip Serlin | |
| | | Philip Serlin | |
| | | Chief Executive Officer | |
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Dated: September 3, 2021
