STOCK TITAN

BioLineRx (BLRX) lines up $3.75M raise, ends ATM facility

(Neutral)
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

BioLineRx Ltd. (BLRX) entered into a definitive agreement for a registered direct offering of 1,348,921 American Depositary Shares (ADSs) or ADS equivalents at $2.78 per ADS, together with a concurrent private placement of warrants to purchase up to 2,023,382 ADSs at the same price. The warrants carry an exercise price of $2.78 per ADS and a term of five years from issuance, with closing expected on or about August 31, 2026, subject to customary conditions. Aggregate gross proceeds are expected to be $3.75 million, to be used for research and development, working capital and general corporate purposes. Each ADS represents 600 ordinary shares of BioLineRx. In connection with this financing, BioLineRx reduced the maximum aggregate offering amount under its At-the-Market facility to $0 from $4,870,000 and amended 277,273 existing warrants held by the investor, reducing their exercise price to $2.78 per ADS and extending the expiration date to August 31, 2031.

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Filing Explained

The financing remains pre-closing, so potential share-count dilution is conditional rather than a completed issuance.

BioLineRx reports a definitive agreement for a registered direct offering and concurrent private placement, with closing expected on or about August 31, 2026, subject to customary conditions.

The filing therefore places any issuance after closing; if completed, the new ADSs and warrant shares would increase the total share count and reduce existing holders’ percentage ownership, absent offsetting changes.

The August 27, 2026 warrant amendment would take effect only at closing, reducing the exercise price to $2.78 per ADS and extending expiration to August 31, 2031 for warrants to purchase 277,273 ADSs.

The registered-direct ADSs are offered under an effective shelf registration statement, while the private-placement securities and the ADSs underlying the warrants are unregistered and may be resold in the United States only under an effective registration statement or an applicable exemption.

ADSs in registered direct offering 1,348,921 ADSs Aggregate number of ADSs (or ADS equivalents) to be sold at $2.78 per ADS
Purchase price per ADS $2.78 per ADS Purchase price in the registered direct offering and for ADS equivalents
Warrants in concurrent private placement 2,023,382 ADSs Maximum number of ADSs underlying warrants issued in the private placement
Gross proceeds $3.75 million Expected aggregate gross proceeds from the offering before fees and expenses
ATM Facility prior capacity $4,870,000 Maximum aggregate offering amount of ADSs under the ATM Facility before reduction to zero
Repriced existing warrants 277,273 ADSs Number of outstanding warrants amended to reduce exercise price and extend term
Amended warrant expiration August 31, 2031 New expiration date for the Amended Warrants effective at closing
ADS to ordinary share ratio 600 ordinary shares per ADS Each ADS represents six hundred ordinary shares, par value NIS 0.10 per share
registered direct offering financial
"purchase of an aggregate of 1,348,921 of the Company’s ADSs ... through a registered direct offering"
A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.
concurrent private placement financial
"accompanying warrants ... via a concurrent private placement"
A concurrent private placement is a sale of a company’s shares or bonds directly to a select group of investors that happens at the same time as another financing action or offering. Think of it as quietly selling a block of tickets to a few people while a larger ticket drive is underway; it raises cash quickly but can change ownership proportions, dilute existing shareholders and affect share price, so investors watch it as a sign of funding needs and potential value shifts.
shelf registration statement regulatory
"offered pursuant to a “shelf” registration statement (File No. 333-276323)"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
At-the-Market Offering Agreement financial
"entered into an At-the-Market Offering Agreement with H.C. Wainwright & Co., LLC"
An at-the-market offering agreement lets a public company sell newly issued shares into the open market over time at the current trading price through an appointed broker, rather than all at once. Investors care because it provides the company flexible access to cash but can slowly reduce each existing shareholder’s ownership and put downward pressure on the stock price—like a shop owner quietly adding items for sale to a crowded shelf.
warrants financial
"issue accompanying warrants to purchase up to an aggregate of 2,023,382 ADSs"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
Section 4(a)(2) of the Securities Act of 1933 regulatory
"offered in a private placement under Section 4(a)(2) of the Securities Act of 1933"
Offering Type shelf
Use of Proceeds Research and development activities and working capital and general corporate purposes

FAQ

What capital raise did BioLineRx (BLRX) announce in this Form 6-K?

BioLineRx announced a registered direct offering of 1,348,921 ADSs (or ADS equivalents) at $2.78 per ADS, plus a concurrent private placement of warrants to purchase up to 2,023,382 ADSs, with expected gross proceeds of $3.75 million before fees and expenses.

What are the key terms of the new BioLineRx (BLRX) warrants?

BioLineRx will issue warrants to purchase up to 2,023,382 ADSs in a private placement. The warrants have an exercise price of $2.78 per ADS and will expire five years from their issuance date.

How will BioLineRx (BLRX) use the proceeds from the $3.75 million offering?

BioLineRx currently intends to use the net proceeds from the offering for research and development activities and for working capital and general corporate purposes, as stated in the disclosure.

What change did BioLineRx (BLRX) make to its At-the-Market facility?

Concurrent with the new offering, BioLineRx reduced the maximum aggregate offering amount under its At-the-Market facility with H.C. Wainwright & Co. from $4,870,000 to $0, effectively eliminating remaining capacity under that program.

What warrant amendments did BioLineRx (BLRX) agree to with the investor?

BioLineRx agreed to amend existing ordinary warrants to purchase 277,273 ADSs held by the investor. Effective at closing, these Amended Warrants will have a reduced exercise price of $2.78 per ADS and an extended expiration date to August 31, 2031.

Under which registration statement is the BioLineRx (BLRX) registered direct offering being made?

The ADSs (or ADS equivalents) in the registered direct offering are being offered under a “shelf” registration statement, File No. 333-276323, filed on December 29, 2023 and declared effective on January 5, 2024.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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 August 2026

 

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 August 28, 2026, BioLineRx Ltd. (the “Company”) issued a press release announcing a registered direct offering and concurrent private placement which is filed as Exhibit 1 to this Report on Form 6-K.

 

As previously disclosed, on September 3, 2021, the Company entered into an At-the-Market Offering Agreement with H.C. Wainwright & Co., LLC, as sales agent, and most recently filed a prospectus supplement on July 25, 2025 covering the maximum aggregate offering amount of $4,870,000 of the Company’s ADSs (the “ATM Facility”). Concurrent with the registered direct offering, the Company reduced the maximum aggregate offering amount of the ATM Facility to zero.

 

This Form 6-K and the press release attached as Exhibit 1 to this Form 6-K are hereby incorporated by reference into all effective registration statements filed by the registrant under the Securities Act of 1933.

 

 

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 A. Serlin  
    Philip A. Serlin  
    Chief Executive Officer  

Dated: August 28, 2026

 

 

 

Exhibit 1

 

BioLineRx Announces $3.75 Million Registered Direct Offering and Concurrent Private

Placement

 

TEL AVIV, Israel, August 28, 2026 -- BioLineRx Ltd. (NASDAQ/TASE: BLRX) (“BioLineRx” or the “Company”), a clinical-stage biopharmaceutical company pursuing life-changing therapies in oncology and rare diseases, today announced that it has entered into a definitive agreement for the purchase of an aggregate of 1,348,921 of the Company’s American Depositary Shares (ADSs) (or ADS equivalents) at a purchase price of $2.78 per ADS (or per ADS equivalent) through a registered direct offering. In addition, the Company has agreed to issue accompanying warrants to purchase up to an aggregate of 2,023,382 ADSs, at a purchase price of $2.78 per ADS (or per ADS equivalent) via a concurrent private placement. The warrants will have an exercise price of $2.78 per ADS and will expire five years from the issuance date. Each ADS represents six hundred (600) ordinary shares, par value NIS 0.10 per share, of BioLineRx. The closing of the offering is expected to occur on or about August 31, 2026, subject to the satisfaction of customary closing conditions.

 

Chardan is acting as the exclusive placement agent for the offering.

 

The aggregate gross proceeds to the Company from the offering are expected to be $3.75 million, before deducting the placement agent fees and other offering expenses payable by the Company. The Company currently intends to use the net proceeds from the offering for research and development activities and working capital and general corporate purposes.

 

The ADSs (or ADS equivalents) offered in the registered direct offering (but excluding the securities offered in the private placement and the ADSs underlying the warrants) are being offered pursuant to a “shelf” registration statement (File No. 333-276323) filed with the Securities and Exchange Commission (“SEC”) on December 29, 2023 and declared effective on January 5, 2024. The offering of the ADSs (or ADS equivalents) to be issued in the registered direct offering is being made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and the accompanying prospectus relating to the registered direct offering will be filed with the SEC and be available at the SEC’s website at www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying prospectus relating to the securities being offered may also be obtained, when available, by contacting Chardan at One Pennsylvania Plaza, Suite 4800, New York, NY 10119, by telephone at (646) 465-9065 or e-mail at vdealwis@chardan.com.

 

The securities issued in the private placement and the unregistered warrants described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), and Regulation D promulgated thereunder and, along with the ADSs underlying the warrants, have not been registered under the Act, or applicable state securities laws. Accordingly, the unregistered ADSs, the warrants and underlying ADSs 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 Act and such applicable state securities laws.

 

Warrant Amendment

 

In connection with the offering, on August 27, 2026, the Company entered into a warrant amendment (the “Warrant Amendment”) pursuant to which the Company agreed to amend certain outstanding ordinary warrants to purchase 277,273 ADSs previously issued and held by the investor in the offering. Effective as of the closing of the Offering, the amended warrants (the “Amended Warrants”) will have (i) a reduced exercise price of $2.78 per ADS, and (ii) an extended expiration date until August 31, 2031.

 

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction

 

 

About BioLineRx

 

BioLineRx Ltd. (NASDAQ/TASE: BLRX) is a biopharmaceutical company pursuing life-changing therapies in oncology and rare diseases. The Company’s lead development asset is GLIX1, a first-in-class, oral, small molecule targeting DNA damage response in glioblastoma and other solid tumors, for which a Phase 1/2a clinical trial was initiated in the first quarter of 2026. GLIX1 is being developed under a collaboration with Hemispherian AS.

 

The Company's first approved product, APHEXDA® (motixafortide), is indicated in the U.S. for stem cell mobilization for autologous transplantation in multiple myeloma, and is being commercialized by Ayrmid Ltd. (globally, except Asia) and by Gloria Biosciences (in Asia). BioLineRx has retained the rights to develop motixafortide in metastatic pancreatic cancer (PDAC) and has a Phase 2b PDAC trial currently ongoing under a collaboration with Columbia University.

 

Learn more about who we are, what we do, and how we do it at www.biolinerx.com, or on LinkedIn. 

 

Cautionary Note Regarding Forward-Looking Statements (BioLineRx)

 

Various statements in this release concerning BioLineRx’s future expectations constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include words such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” and “would,” and describe opinions about future events. These include statements regarding management’s expectations, beliefs and intentions regarding, among other things, the completion of the offering, the satisfaction of customary closing conditions related to the offering and the intended use of net proceeds from the offering. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of BioLineRx to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. For example, BioLineRx is using forward-looking statements when it discusses the intended use of proceeds and the expected date of closing. Factors that could cause BioLineRx's actual results to differ materially from those expressed or implied in such forward-looking statements include, but are not limited to: the clinical development, commercialization and market acceptance of GLIX1 and motixafortide including the degree and pace of market uptake of APHEXDA for the mobilization of hematopoietic stem cells for autologous transplantation in multiple myeloma patients; the initiation, timing, progress and results of BioLineRx's preclinical studies, clinical trials and other therapeutic candidate development efforts; BioLineRx's ability to advance GLIX1 and motixafortide into clinical trials or to successfully complete its preclinical studies or clinical trials; whether the clinical trial results for GLIX1 and motixafortide will be predictive of real-world results; BioLineRx's receipt of regulatory approvals for GLIX1 and motixafortide and the timing of other regulatory filings and approvals; whether access to GLIX1 and motixafortide is achieved in a commercially viable manner and whether GLIX1 and motixafortide receives adequate reimbursement from third-party payors; BioLineRx's ability to establish, manage, and maintain corporate collaborations, as well as the ability of BioLineRx's collaborators to execute on their development and commercialization plans; BioLineRx's ability to integrate new therapeutic candidates and new personnel, as well as new collaborations; the interpretation of the properties and characteristics of BioLineRx's therapeutic candidates and of the results obtained with its therapeutic candidates in preclinical studies or clinical trials; the implementation of BioLineRx's business model and strategic plans for its business and therapeutic candidates; the scope of protection that BioLineRx is able to establish and maintain for intellectual property rights covering its therapeutic candidates and its ability to operate its business without infringing the intellectual property rights of others; estimates of BioLineRx's expenses, future revenues, capital requirements and its need 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 BioLineRx's industry; BioLineRx's ability to maintain the listing of its ADSs on Nasdaq; statements as to the impact of the political and security situation in Israel on BioLineRx's business which may exacerbate the magnitude of the factors discussed above. These and other factors are more fully discussed in the “Risk Factors” section of BioLineRx’s most recent annual report on Form 20-F filed with the Securities and Exchange Commission on March 27, 2026. In addition, any forward-looking statements represent BioLineRx’s views only as of the date of this release and should not be relied upon as representing its views as of any subsequent date. BioLineRx does not assume any obligation to update any forward-looking statements unless required by law.

 

Contacts:

 

For BioLineRx:
United States
Chuck Padala
LifeSci Advisors, LLC
IR@biolinerx.com

 

Israel
Moran Meir
LifeSci Advisors, LLC
moran@lifesciadvisors.com

 

 

Filing Exhibits & Attachments

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