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F-6 - F-14 |
December 31, | June 30, | |||||||
2023 | 2024 | |||||||
in USD thousands | ||||||||
Assets | ||||||||
CURRENT ASSETS | ||||||||
Cash and cash equivalents | 4,255 | 9,623 | ||||||
Short-term bank deposits | 38,739 | 30,437 | ||||||
Trade receivables | 358 | 3,179 | ||||||
Prepaid expenses | 1,048 | 1,581 | ||||||
Other receivables | 830 | 656 | ||||||
Inventory | 1,953 | 3,634 | ||||||
Total current assets | 47,183 | 49,110 | ||||||
NON-CURRENT ASSETS | ||||||||
Property and equipment, net | 473 | 344 | ||||||
Right-of-use assets, net | 1,415 | 1,452 | ||||||
Intangible assets, net | 14,854 | 13,690 | ||||||
Total non-current assets | 16,742 | 15,486 | ||||||
Total assets | 63,925 | 64,596 | ||||||
Liabilities and equity | ||||||||
CURRENT LIABILITIES | ||||||||
Current maturities of long-term loan | 3,145 | 10,656 | ||||||
Contract liabilities | 12,957 | 5,477 | ||||||
Accounts payable and accruals: | ||||||||
Trade | 10,869 | 6,266 | ||||||
Other | 3,353 | 2,530 | ||||||
Current maturities of lease liabilities | 528 | 500 | ||||||
Warrants | 11,932 | 5,087 | ||||||
Total current liabilities | 42,784 | 30,516 | ||||||
NON-CURRENT LIABILITIES | ||||||||
Long-term loan, net of current maturities | 6,628 | 18,790 | ||||||
Lease liabilities | 1,290 | 1,309 | ||||||
Total non-current liabilities | 7,918 | 20,099 | ||||||
CONTINGENT LIABILITIES | ||||||||
Total liabilities | 50,702 | 50,615 | ||||||
EQUITY | ||||||||
Ordinary shares | 31,355 | 34,411 | ||||||
Share premium | 355,482 | 352,428 | ||||||
Warrants | 1,408 | 1,408 | ||||||
Capital reserve | 17,000 | 17,968 | ||||||
Other comprehensive loss | (1,416 | ) | (1,416 | ) | ||||
Accumulated deficit | (390,606 | ) | (390,818 | ) | ||||
Total equity | 13,223 | 13,981 | ||||||
Total liabilities and equity | 63,925 | 64,596 |
F - 1
Three months ended June 30, | Six months ended June 30, | |||||||||||||||
2023 | 2024 | 2023 | 2024 | |||||||||||||
in USD thousands | in USD thousands | |||||||||||||||
REVENUES | - | 5,393 | - | 12,248 | ||||||||||||
COST OF REVENUES | - | (897 | ) | - | (2,352 | ) | ||||||||||
GROSS PROFIT | - | 4,496 | - | 9,896 | ||||||||||||
RESEARCH AND DEVELOPMENT EXPENSES | (3,006 | ) | (2,225 | ) | (6,690 | ) | (4,719 | ) | ||||||||
SALES AND MARKETING EXPENSES | (5,604 | ) | (6,415 | ) | (9,478 | ) | (12,757 | ) | ||||||||
GENERAL AND ADMINISTRATIVE EXPENSES | (1,305 | ) | (1,629 | ) | (2,603 | ) | (3,015 | ) | ||||||||
OPERATING LOSS | (9,915 | ) | (5,773 | ) | (18,771 | ) | (10,595 | ) | ||||||||
NON-OPERATING INCOME (EXPENSES), NET | (7,733 | ) | 7,807 | (10,649 | ) | 12,297 | ||||||||||
FINANCIAL INCOME | 440 | 535 | 977 | 1,100 | ||||||||||||
FINANCIAL EXPENSES | (1,337 | ) | (2,085 | ) | (2,264 | ) | (3,014 | ) | ||||||||
NET INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) | (18,545 | ) | 484 | (30,707 | ) | (212 | ) | |||||||||
in USD | in USD | |||||||||||||||
EARNINGS (LOSS) PER SHARE ATTRIBUTABLE TO ORDINARY SHAREHOLDERS | ||||||||||||||||
BASIC | (0.02 | ) | 0.00 | (0.03 | ) | (0.00 | ) | |||||||||
DILUTED | (0.02 | ) | 0.00 | (0.03 | ) | (0.00 | ) | |||||||||
WEIGHTED AVERAGE NUMBER OF SHARES USED IN CALCULATION OF EARNINGS (LOSS) PER SHARE | ||||||||||||||||
BASIC | 922,958,942 | 1,197,582,901 | 922,958,942 | 1,142,221,033 | ||||||||||||
DILUTED | 922,958,942 | 1,197,582,901 | 922,958,942 | 1,142,221,033 |
F - 2
Ordinary | Share | Capital | Other comprehensive | Accumulated | ||||||||||||||||||||||||
shares | premium | Warrants | reserve | loss | deficit | Total | ||||||||||||||||||||||
in USD thousands | ||||||||||||||||||||||||||||
BALANCE AT JANUARY 1, 2023 | 27,100 | 338,976 | 1,408 | 14,765 | (1,416 | ) | (329,992 | ) | 50,841 | |||||||||||||||||||
CHANGES FOR SIX MONTHS ENDED JUNE 30, 2023: | ||||||||||||||||||||||||||||
Employee stock options expired | - | 69 | - | (69 | ) | - | - | - | ||||||||||||||||||||
Share-based compensation | - | - | - | 920 | - | - | 920 | |||||||||||||||||||||
Comprehensive loss for the period | - | - | - | - | - | (30,707 | ) | (30,707 | ) | |||||||||||||||||||
BALANCE AT JUNE 30, 2023 | 27,100 | 339,045 | 1,408 | 15,616 | (1,416 | ) | (360,699 | ) | 21,054 |
Ordinary | Share | Capital | Other comprehensive | Accumulated | ||||||||||||||||||||||||
shares | premium | Warrants | reserve | loss | deficit | Total | ||||||||||||||||||||||
in USD thousands | ||||||||||||||||||||||||||||
BALANCE AT JANUARY 1, 2024 | 31,355 | 355,482 | 1,408 | 17,000 | (1,416 | ) | (390,606 | ) | 13,223 | |||||||||||||||||||
CHANGES FOR SIX MONTHS ENDED JUNE 30, 2024: | ||||||||||||||||||||||||||||
Issuance of share capital and warrants, net | 3,056 | (3,056 | ) | - | - | - | - | - | ||||||||||||||||||||
Employee stock options forfeiture | (66 | ) | (66 | ) | ||||||||||||||||||||||||
Share-based compensation expenses | - | - | - | 1,036 | - | - | 1,036 | |||||||||||||||||||||
Comprehensive loss for the period | - | - | - | - | - | (212 | ) | (212 | ) | |||||||||||||||||||
BALANCE AT JUNE 30, 2024 | 34,411 | 352,426 | 1,408 | 17,970 | (1,416 | ) | (390,818 | ) | 13,981 |
F - 3
Six months ended June 30, | ||||||||
2023 | 2024 | |||||||
in USD thousands | ||||||||
CASH FLOWS - OPERATING ACTIVITIES | ||||||||
Comprehensive loss for the period | (30,707 | ) | (212 | ) | ||||
Adjustments required to reflect net cash used in operating activities (see appendix below) | 13,009 | (25,226 | ) | |||||
Net cash used in operating activities | (17,698 | ) | (25,438 | ) | ||||
CASH FLOWS – INVESTING ACTIVITIES | ||||||||
Investments in short-term deposits | (6,006 | ) | (20,559 | ) | ||||
Maturities of short-term deposits | 24,000 | 28,660 | ||||||
Purchase of property and equipment | (99 | ) | (59 | ) | ||||
Purchase of intangible assets | (153 | ) | - | |||||
Net cash provided by investing activities | 17,742 | 8,042 | ||||||
CASH FLOWS – FINANCING ACTIVITIES | ||||||||
Issuance of share capital and warrants, net of issuance cost | - | 5,565 | ||||||
Net proceeds from loan | - | 19,223 | ||||||
Repayments of loan | (1,547 | ) | ||||||
Repayments of lease liabilities | (183 | ) | (256 | ) | ||||
Net cash provided by (used in) financing activities | (183 | ) | 22,985 | |||||
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (139 | ) | 5,589 | |||||
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD | 10,587 | 4,255 | ||||||
EXCHANGE DIFFERENCES ON CASH AND CASH EQUIVALENTS | (344 | ) | (221 | ) | ||||
CASH AND CASH EQUIVALENTS - END OF PERIOD | 10,104 | 9,623 |
F - 4
Six months ended June 30, | ||||||||
2023 | 2024 | |||||||
in USD thousands | ||||||||
Adjustments required to reflect net cash used in operating activities: | ||||||||
Income and expenses not involving cash flows: | ||||||||
Depreciation and amortization | 457 | 1,373 | ||||||
Exchange differences on cash and cash equivalents | 344 | 221 | ||||||
Fair value adjustments of warrants | 10,843 | (12,845 | ) | |||||
Share-based compensation | 920 | 970 | ||||||
Interest on short-term deposits | (210 | ) | 201 | |||||
Interest on loan | 1,405 | 1,997 | ||||||
Exchange differences on lease liabilities | (75 | ) | 189 | |||||
Issuance cost of warrants | - | 642 | ||||||
13,684 | (7,252 | ) | ||||||
Changes in operating asset and liability items: | ||||||||
Increase in trade receivables | - | (2,821 | ) | |||||
Increase in prepaid expenses and other receivables | (958 | ) | (359 | ) | ||||
Increase in inventory | - | (1,681 | ) | |||||
Increase (decrease) in accounts payable and accruals | 283 | (5,633 | ) | |||||
Decrease in contract liabilities | - | (7,480 | ) | |||||
(675 | ) | (17,974 | ) | |||||
13,009 | (25,226 | ) | ||||||
Supplemental information on interest received in cash | 761 | 931 | ||||||
Supplemental information on interest paid in cash | 640 | 971 | ||||||
Supplemental information on non-cash transactions: | ||||||||
Changes in right-of-use asset and lease liabilities | 66 | 58 | ||||||
Warrant issuance costs | - | 207 |
F - 5
a. | General |
b. | Israel-Hamas war |
F - 6
BioLineRx Ltd.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)
c. | Going concern |
d. | Approval of financial statements |
F - 7
BioLineRx Ltd.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)
a. | General |
F - 8
BioLineRx Ltd.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)
b. | New international financial reporting standards, amendments to standards and new interpretations |
F - 9
BioLineRx Ltd.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)
On June 16, 2024, Biokine Therapeutics Ltd. (“Biokine”), filed a complaint with the District Court of Jerusalem against the Company. The complaint alleges breach of contract and a purported failure to make certain payments to Biokine under the Company’s in-licensing agreement with Biokine for motixafortide. The lawsuit seeks compensatory damages in the amount of approximately $6.5 million and a declaratory judgment in favor of Biokine. The Company believes the claim is without merit and intends to vigorously defend itself against such action.
a. | Warrants from September 2022 offering |
In September 2022, the Company completed a registered direct offering of 13,636,365 ADSs at a price of $1.10 per ADS. The Company also issued to investors in the offering unregistered warrants to purchase 13,636,365 ADSs. The warrants are exercisable immediately, expire five years from the date of issuance and have an exercise price of $1.15 per ADS. In addition, the Company granted to the placement agent in the offering, as part of the placement fee, warrants to purchase 681,818 ADSs. These warrants are exercisable immediately, expire five years from the date of issuance and have an exercise price of $1.375 per ADS. Gross proceeds from the offering totaled $15.0 million, with net proceeds of $13.5 million, after deducting fees and expenses. The offering consideration allocated to the placement agent warrants amounted to $0.4 million. The warrants issued to the investors have been classified as a financial liability due to a net settlement provision. This liability was initially recognized at its fair value on the issuance date and is subsequently accounted for at fair value at each balance sheet date. The fair value changes are charged to non-operating income and expense in the statement of comprehensive loss. The fair value of the warrants is computed using the Black-Scholes option pricing model. The fair value of the warrants upon issuance was computed based on the then-current price of an ADS, a risk-free interest rate of 3.62%, and an average standard deviation of 82.5%. The gross consideration initially allocated to the investor warrants amounted to $9.1 million, with total issuance costs initially allocated to the warrants amounting to $0.8 million. The fair value of the warrants amounted to $2,599,000 as of June 30, 2024 (December 31, 2023 - $11,905,000), and was based on the then current price of an ADS, a risk-free interest rate of 4.50%, an average standard deviation of 82.5%, and on the remaining contractual life of the warrants. The changes in fair value for the six months ended June 30, 2024 of $9,306,000 have been recorded as non-operating income in the statement of comprehensive loss. As of June 30, 2024, 2,545,455 of these warrants had been exercised. The placement agent warrants have been classified in shareholders’ equity, with initial recognition at fair value on the date issued, using the same assumptions as the investor warrants. |
F - 10
BioLineRx Ltd.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)
b. | April 2024 offering |
In April 2024, the Company completed a registered direct offering of 7,500,000 ADSs at a price of $0.80 per ADS. The Company also issued to investors in the offering unregistered warrants to purchase 7,500,000 ADSs. The warrants are exercisable immediately, expire five years from the date of issuance and have an exercise price of $0.80 per ADS. Gross proceeds from the offering totaled $6.0 million, with net proceeds of $5.4 million, after deducting fees and expenses. The warrants have been classified as a financial liability due to a net settlement provision. This liability was initially recognized at its fair value on the issuance date and is subsequently accounted for at fair value at each balance sheet date. The fair value changes are charged to non-operating income and expense in the statement of comprehensive income (loss). |
The fair value of the warrants is computed using the Black-Scholes option pricing model and is determined by using a level 3 valuation technique. The fair value of the warrants upon issuance was computed based on the then-current price of an ADS, a risk-free interest rate of 4.21%, and an average standard deviation of 84.7%. The fair value initially allocated to the investor warrants amounted to $6,250,000, with total issuance costs initially allocated to the warrants amounting to $642,000. Due to a difference between the fair value at initial recognition and the transaction price (“day 1 loss”), upon initial recognition, the fair value of the warrants was adjusted by the amount of $250,000, to reflect the unrecognized day 1 loss. Following initial recognition, the unrecognized day 1 loss of the warrants is being amortized over its contractual life. The fair value of the warrants amounted to $2,723,000 as of June 30, 2024, and was based on the then current price of an ADS, a risk-free interest rate of 4.30%, an average standard deviation of 87.6%, and on the remaining contractual life of the warrants. The changes in fair value through June 30, 2024, amounting to $3,526,000, have been recorded as a non-operating expense in the statement of comprehensive loss. As of June 30, 2024, none of these warrants had been exercised. |
Number of ordinary shares | ||||||||
December 31, | June 30, | |||||||
2023 | 2024 | |||||||
Authorized share capital | 2,500,000,000 | 2,500,000,000 | ||||||
Issued and paid-up share capital | 1,086,589,165 | 1,199,089,165 |
In USD and NIS | ||||||||
December 31, | June 30, | |||||||
2023 | 2024 | |||||||
Authorized share capital (in NIS) | 250,000,000 | 250,000,000 | ||||||
Issued and paid-up share capital (in NIS) | 108,658,916 | 119,908,916 | ||||||
Issued and paid-up share capital (in USD) | 31,355,056 | 34,411,291 |
F - 11
BioLineRx Ltd.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)
F - 12
BioLineRx Ltd.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)
a. | Revenue for the SCM license was recognized in the fourth quarter of 2023, upon transfer of control over the license to the licensee, in the amount of approximately $2.0 million. |
b. | Revenue from providing the SCM support services is recognized using the input method, which is based on costs incurred and labor hours expended, expected to result in straight-line revenue recognition over six months, totaling approximately $0.1 million. |
c. | Revenue from the PDAC performance obligation is recognized over time, with the percentage of completion determined based on support hours incurred, and expected to be recognized through the end of 2024, in the total amount of $15.5 million. |
F - 13
BioLineRx Ltd.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)
a. | Revenues |
Three months ended June 30, | Six months ended June 30, | |||||||||||||||
2023 | 2024 | 2023 | 2024 | |||||||||||||
in USD thousands | in USD thousands | |||||||||||||||
License revenues (see Note 9) | - | 3,550 | - | 9,481 | ||||||||||||
Product sales, net | - | 1,843 | - | 2,767 | ||||||||||||
- | 5,393 | - | 12,248 |
b. | Cost of revenues |
Three months ended June 30, | Six months ended June 30, | |||||||||||||||
2023 | 2024 | 2023 | 2024 | |||||||||||||
in USD thousands | in USD thousands | |||||||||||||||
Amortization of intangible asset | - | 482 | - | 1,128 | ||||||||||||
Direct costs related to license revenues | - | 155 | - | 388 | ||||||||||||
License fees and royalties payable to licensor | - | 175 | 683 | |||||||||||||
Cost of product sales | - | 85 | - | 153 | ||||||||||||
- | 897 | - | 2,352 |