BioLineRx completes $3.75M exempt warrant sale

BioLineRx’s exempt Rule 506(b) offering associated with its August 2026 capital raise totals $3.75 million and is fully sold.

Rhea-AI Filing Summary

BioLineRx Ltd. (BLRX), an Israel-incorporated biotechnology company, filed a Form D for an exempt offering under Rule 506(b) of Regulation D. The notice covers a completed $3,750,000 offering of options/warrants and the securities issuable upon their exercise, with no remaining amount to be sold.

The securities were issued together with a registered direct offering of 480,696 American depositary shares (ADSs) and 868,225 pre-funded warrants, plus unregistered warrants to purchase 2,023,382 ADSs. BioLineRx intends to use the net proceeds for research and development activities, working capital, and general corporate purposes. Chardan Capital Markets LLC is entitled to a 1.0% management fee on gross proceeds and $50,000 for accountable expenses, with no sales commissions or finder’s fees reported.

Key Figures

Total amount sold: $3,750,000 Total remaining to be sold: $0 ADSs issued in registered direct offering: 480,696 ADSs +5 more

8 metrics

Total amount sold $3,750,000 Aggregate amount sold in the exempt offering

Total remaining to be sold $0 Remaining amount in the exempt offering

ADSs issued in registered direct offering 480,696 ADSs ADSs issued alongside the exempt warrants

Pre-funded warrants issued 868,225 pre-funded warrants Pre-funded warrants to purchase ADSs in registered direct offering

Unregistered warrants issued 2,023,382 warrants Unregistered warrants to purchase ADSs

Management fee rate 1.0% of gross proceeds Fee payable to Chardan Capital Markets LLC

Accountable expenses $50,000 Accountable expenses payable to Chardan Capital Markets LLC

Date of first sale August 27, 2026 Initial sale date for the exempt offering

Key Terms

Rule 506(b), Regulation D, American depositary shares, pre-funded warrants, +2 more

6 terms

Rule 506(b) regulatory

"the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506"

Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.

Regulation D regulatory

"if the issuer is claiming a Regulation D exemption for the offering"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

American depositary shares financial

"480,696 American depositary shares (ADSs) and 868,225 pre-funded warrants"

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

pre-funded warrants financial

"480,696 American depositary shares (ADSs) and 868,225 pre-funded warrants"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

unregistered warrants financial

"unregistered warrants to purchase 2,023,382 ADSs"

Unregistered warrants are instruments that give their holder the right to buy a company's shares at a set price in the future, but they have not been registered with securities regulators for public resale. Because they are limited in who can hold or sell them and often carry resale restrictions, they matter to investors by creating potential future dilution of existing shares and offering a less liquid, higher-risk way to gain exposure compared with registered securities — like a coupon that can only be used or traded under specific conditions.

management fee financial

"Chardan is also entitled to 1.0% of the gross proceeds as management fee"

A management fee is the regular charge that a fund or investment firm takes for running and overseeing investors’ money, typically expressed as a percentage of assets under management. It matters because this ongoing cost reduces the net returns you receive—like paying a caretaker a slice of a garden’s harvest—and higher fees can significantly erode long-term investment gains.

FAQ

What is the total size of BioLineRx (BLRX)'s exempt offering reported on this Form D?

BioLineRx reports a total amount sold of $3,750,000 under the exempt offering, with $0 remaining to be sold. This Form D covers options, warrants, and the underlying securities associated with a broader capital raise.

What securities did BioLineRx (BLRX) issue in connection with this capital raise?

The company issued 480,696 ADSs and 868,225 pre-funded warrants to purchase ADSs in a registered direct offering, and unregistered warrants to purchase 2,023,382 ADSs. The Form D relates to the exempt portion involving warrants and underlying securities.

Which exemption does BioLineRx (BLRX) rely on for this offering?

BioLineRx relies on Rule 506(b) of Regulation D as the federal exemption for this offering. The filing confirms that the issuer is not disqualified from using Rule 506 under the bad-actor provisions.

How does BioLineRx (BLRX) plan to use the net proceeds from this offering?

BioLineRx states that it intends to use the net proceeds for research and development activities, as well as working capital and general corporate purposes. No specific project allocations or amounts by category are detailed.

What compensation does Chardan Capital Markets receive in BioLineRx’s (BLRX) offering?

Chardan Capital Markets LLC is entitled to 1.0% of the gross proceeds as a management fee and $50,000 for accountable expenses. The Form D reports $0 in sales commissions and $0 in finders’ fees.

When did sales under BioLineRx (BLRX)'s exempt offering first occur?

The filing lists the Date of First Sale as August 27, 2026. The type of filing is marked as a New Notice, indicating this Form D is the initial notice for that exempt offering.

What industry and corporate profile does BioLineRx (BLRX) report on this Form D?

BioLineRx identifies itself as a corporation organized in Israel for more than five years and classifies its industry as Health Care – Biotechnology. The issuer size field is marked Decline to Disclose.

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

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Available on EDGAR 09/09/2026 - 04:31 PM Accepted by SEC EDGAR 09/09/2026 - 04:30 PM Learn about SEC filing dates

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001498403

BioLineRX, Ltd.

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

BioLineRx Ltd.

Jurisdiction of Incorporation/Organization

ISRAEL

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
BioLineRx Ltd.
Street Address 1		Street Address 2
2 HAMA'AYAN STREET
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
MODI'IN	ISRAEL	7177871	972-8-642-9100

3. Related Persons

Last Name	First Name	Middle Name
Serlin	Philip	A.
Street Address 1	Street Address 2
BioLineRx Ltd.	2 HaMa'ayan Street
City	State/Province/Country	ZIP/PostalCode
Modi'in	ISRAEL	7177871

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Executive Officer

Last Name	First Name	Middle Name
Zeevi	Mali
Street Address 1	Street Address 2
BioLineRx Ltd.	2 HaMa'ayan Street
City	State/Province/Country	ZIP/PostalCode
Modi'in	ISRAEL	7177871

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Financial Officer

Last Name	First Name	Middle Name
Sorani	Ella
Street Address 1	Street Address 2
BioLineRx Ltd.	2 HaMa'ayan Street
City	State/Province/Country	ZIP/PostalCode
Modi'in	ISRAEL	7177871

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Development Officer

Last Name	First Name	Middle Name
Schwartz	Aharon
Street Address 1	Street Address 2
BioLineRx Ltd.	2 HaMa'ayan Street
City	State/Province/Country	ZIP/PostalCode
Modi'in	ISRAEL	7177871

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Dar	Rami
Street Address 1	Street Address 2
BioLineRx Ltd.	2 HaMa'ayan Street
City	State/Province/Country	ZIP/PostalCode
Modi'in	ISRAEL	7177871

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Bormann	BJ
Street Address 1	Street Address 2
BioLineRx Ltd.	2 HaMa'ayan Street
City	State/Province/Country	ZIP/PostalCode
Modi'in	ISRAEL	7177871

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Hofstein	Raphael
Street Address 1	Street Address 2
BioLineRx Ltd.	2 HaMa'ayan Street
City	State/Province/Country	ZIP/PostalCode
Modi'in	ISRAEL	7177871

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Molcho	Avraham
Street Address 1	Street Address 2
BioLineRx Ltd.	2 HaMa'ayan Street
City	State/Province/Country	ZIP/PostalCode
Modi'in	ISRAEL	7177871

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Panem	Sandra
Street Address 1	Street Address 2
BioLineRx Ltd.	2 HaMa'ayan Street
City	State/Province/Country	ZIP/PostalCode
Modi'in	ISRAEL	7177871

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Yan	Shaoyu
Street Address 1	Street Address 2
BioLineRx Ltd.	2 HaMa'ayan Street
City	State/Province/Country	ZIP/PostalCode
Modi'in	ISRAEL	7177871

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Cohen	Gal
Street Address 1	Street Address 2
BioLineRx Ltd.	2 HaMa'ayan Street
City	State/Province/Country	ZIP/PostalCode
Modi'in	ISRAEL	7177871

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	X Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2026-08-27				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
X	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
Chardan Capital Markets LLC	000120128
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
1 Pennsylvania Plaza, Suite 4800
City	State/Province/Country	ZIP/Postal Code
NEW YORK	NEW YORK	10119
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
NEW YORK

13. Offering and Sales Amounts

Total Offering Amount	$3,750,000	USD	or Indefinite
Total Amount Sold	$3,750,000	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

The securities were issued in connection with an offering of (i) 480,696 American depositary shares (ADSs) and 868,225 pre-funded warrants to purchase ADSs in a registered direct offering, and (ii) unregistered warrants to purchase 2,023,382 ADSs.

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

1

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$262,500	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

Chardan is also entitled to 1.0% of the gross proceeds as management fee and $50,000 for accountable expenses.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

The Company intends to use the net proceeds or research and development activities and working capital and general corporate purposes.

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
BioLineRx Ltd.	/s/ Mali Zeevi	Mali Zeevi	Chief Financial Officer	2026-09-09

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.