UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F/A

Amendment No. 1

(Mark One)

☐

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

☒

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2015

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

For the transition period from __________ to __________

Commission file number _______________

BioLineRx Ltd.

(Exact name of Registrant as specified in its charter)

(Translation of Registrant’s name into English)

Israel

(Jurisdiction of incorporation or organization)

Modi’in Technology Park

2 HaMa’ayan Street

Modi’in 7177871, Israel

(Address of principal executive offices)

Philip Serlin

+972 (2) 548-9100

+972 (2) 548-9101 (facsimile)

phils@biolinerx.com

Modi’in Technology Park

2 HaMa’ayan Street

Modi’in 7177871, Israel

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class		Name of each exchange on which registered
American Depositary Shares, each representing 1 ordinary share, par value NIS 0.10 per share		Nasdaq Capital Market

Ordinary shares, par value NIS 0.10 per share		Nasdaq Capital Market*

*Not for trading; only in connection with the registration of American Depositary Shares.

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 391,150,507

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes ☐ No ☒

Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). N/A

Yes ☐ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☐

Accelerated filer ☒

Non-accelerated filer ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☐

International Financial Reporting Standards as issued by the International Accounting Standards Board ☒

Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. N/A

☐ Item 17 ☐ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. N/A

Yes ☐ No ☐

EXPLANATORY NOTE

This Amendment No. 1 (the “Amendment”) amends our Annual Report on Form 20-F for the year ended December 31, 2015 (the “Annual Report”), as filed with the U.S. Securities and Exchange Commission (the“Commission”) on March 10, 2016 (the “Original Filing Date”). This Amendment No. 1 is being filed solely to amend Exhibit 4.33 originally filed on Form 6-K dated October 16, 2012, and Exhibit 4.40 originally filed with the Annual Report (collectively, the “Exhibits”).

The Registrant had previously submitted a request for confidential treatment to the Commission concerning Exhibit 4.33, and confidential treatment was granted by the SEC on March 1, 2013. The confidential treatment period expired on December 20, 2015 and the unredacted agreement has been included in this Amendment.

The Registrant had previously submitted a request for confidential treatment to the Commission concerning Exhibit 4.40, and the final redacted agreement has been included in this Amendment.

The Exhibits filed herewith supersede in their entirety the Exhibits originally filed with the Form 6-K dated October 16, 2012 and the Annual Report. Other than as expressly set forth above, this amendment does not, and does not purport to amend, restate or update the information contained in the Annual Report, or reflect any events that have occurred after the Annual Report was filed. As a result, our Annual Report, as amended hereby, continues to speak as of the Original Filing Date of our Annual Report. Additionally, in connection with the filing of this Amendment No. 1, the Company is including new certifications of the Company's chief executive officer and chief financial officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act. The Company is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C.1350) as no financial statements are being filed with this Amendment No. 1.

ITEM 19. EXHIBITS

Exhibit Number		Exhibit Description

2.1⁽⁵⁾		Articles of Association, as amended May 31, 2015

2.2⁽²⁾		Form of Deposit Agreement dated as of July 21, 2011 among the Registrant, The Bank of New York Mellon, as Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder

2.3⁽²⁾		Form of American Depositary Receipt; the Form is Exhibit A of the Form of Depositary Agreement

4.3⁽¹⁾		Employment Agreement with Kinneret Savitsky, Ph.D., dated October 13, 2004

4.5⁽¹⁾		Employment Agreement with Philip Serlin, dated May 24, 2009

4.6†⁽¹⁾		License Agreement entered into as of January 10, 2005, between BioLine Innovations Jerusalem L.P. and B.G. Negev Technologies and Applications Ltd.

4.7⁽¹⁾		Assignment Agreement entered into as of January 1, 2009 entered into between BioLine Innovations Jerusalem L.P. and the Registrant

4.16†⁽¹⁾		License Agreement entered into as of November 25, 2007 between BioLine Innovations Jerusalem L.P. and Innovative Pharmaceutical Concepts, Inc.

4.17†⁽¹⁰⁾		Amended and Restated License and Commercialization Agreement among Ikaria Development Subsidiary One LLC, the Registrant and BioLine Innovations Jerusalem L.P. dated August 26, 2009, as amended and supplemented

4.18⁽¹¹⁾		BioLineRx Ltd. Amended and Restated 2003 Share Incentive Plan

4.20⁽¹⁾		Amendment to Employment Agreement with Kinneret Savitsky, Ph.D., dated January 2, 2004.

4.30⁽⁴⁾		Employment Agreement with David Malek, dated August 8, 2011

4.31⁽³⁾		Form of Warrant to purchase American Depositary Shares

4.32⁽⁷⁾		Form of Warrant to purchase American Depositary Shares

4.33		License Agreement entered into as of September 2, 2012 by and between the Registrant and Biokine Therapeutics Ltd.

4.34⁽⁹⁾		Consulting Agreement with Arnon Aharon, M.D., dated January 1, 2014

4.35†⁽⁹⁾		License Agreement entered into as of February 15, 2011 between the Registrant and Valorisation-Recherche, Limited Partnership

4.36⁽⁸⁾		Executive Compensation Plan

4.37⁽¹⁰⁾		Lease Agreement entered into as of August 7, 2014 between S.M.L. Solomon Industrial Buildings Ltd. and Infrastructure Management and Development Established by C.P.M. Ltd. as Lessor and the Registrant as Lessee, as amended (English summary of the Hebrew original)

4.38†⁽¹⁰⁾		Investment and Collaboration Agreement entered into as of December 16, 2014 between the Registrant and Novartis Pharma AG

Exhibit Number

Exhibit Description


4.39†⁽¹¹⁾		License Agreement entered into as of December 22, 2014 between the Registrant and Wartner Europe BV

4.40†		Clinical Trial Collaboration and Supply Agreement entered into as of January 11, 2016 between Merck Sharp & Dohme B.V. and the Registrant

4.41⁽¹²⁾		Employment Agreement with Merril Gersten, dated March 1, 2016

12.1		Certification by Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

12.2		Certification by Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

13.1⁽¹²⁾		Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

13.2⁽¹²⁾		Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

15.1⁽³⁾		Form of Purchase Agreement between the Registrant and the Purchasers named therein, dated February 2012

15.4⁽⁷⁾		Subscription Agreement entered into as of February 6, 2013 between the Registrant and OrbiMed Israel Partners Limited Partnership

15.5⁽¹²⁾		Consent of Kesselman & Kesselman, Certified Public Accountant (Isr.), a member of PricewaterhouseCoopers International Limited, independent registered public accounting firm for the Registrant

15.6⁽⁶⁾		Purchase Agreement entered into as of May 28, 2014 between the Registrant and Lincoln Park Capital Fund, LLC

15.7⁽⁶⁾		Registration Rights Agreement entered into as of May 28, 2014 between the Registrant and Lincoln Park Capital Fund, LLC

†	Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request.

(1)	Incorporated by reference to the Registrant's Registration Statement on Form 20-F (No. 001-35223) filed on July 1, 2011.

(2)	Incorporated by reference to Exhibit 1 of the Registration Statement on Form F-6 (No. 333-175360) filed by the Bank of New York Mellon with respect to the Registrant's American Depositary Receipts.

(3)	Incorporated by reference to the Registrant's Form 6-K filed on February 15, 2012.

(4)	Incorporated by reference to the Registrant's Registration Statement on Form F-1 (No. 333-179792) filed on February 29, 2012.

(5)	Incorporated by reference to the Registrant's Registration Statement on Form F-3 (No. 333-205700) filed on July 16, 2015.

(6)	Incorporated by reference to the Registrant's Form 6-K filed on May 30, 2014.

(7)	Incorporated by reference to the Registrant's Form 6-K filed on February 6, 2013.

(8)	Incorporated by reference to the Registrant's Form 6-K filed on November 13, 2013.

(9)	Incorporated by reference to Amendment No. 1 to the Registrant's Annual Report on Form 20-F/A filed on May 15, 2014.

(10)	Incorporated by reference to the Registrant's Annual Report on Form 20-F filed on March 23, 2015.

(11)	Incorporated by reference to Amendment No. 2 to the Registrant's Annual Report on Form 20-F/A filed on September 22, 2015.

(12)	Incorporated by reference to the Registrant's Annual Report on Form 20-F filed on March 10, 2016.

SIGNATURES

The Registrant hereby certifies that it meets all of the requirements for filing this Amendment No. 1 on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

	BIOLINERX LTD.

Date: May 31, 2016	By:	/s/ Kinneret Savitsky
		Kinneret Savitsky, Ph.D.
		Chief Executive Officer