EX-99 3 exhibit_2.htm REGISTRANT'S CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS AS OF MARCH 31, 2021 AND FOR THE THREE MONTHS THEN ENDED.
Exhibit 2

BioLineRx Ltd.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)
AS OF MARCH 31, 2021
 
BioLineRx Ltd.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)
AS OF MARCH 31, 2021

TABLE OF CONTENTS

   
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BioLineRx Ltd.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION
(UNAUDITED)

   
December 31,
    
March 31,
  
   
2020
    
2021
  
   
in USD thousands
  
Assets
            
CURRENT ASSETS
            
Cash and cash equivalents
    
16,831
      
16,047
  
Short-term bank deposits
    
5,756
      
42,036
  
Prepaid expenses
    
152
      
1,079
  
Other receivables
    
141
      
190
  
Total current assets
    
22,880
      
59,352
  
                 
NON-CURRENT ASSETS
                
Property and equipment, net
    
1,341
      
1,243
  
Right-of-use assets, net
    
1,355
      
1,297
  
Intangible assets, net
    
21,714
      
21,707
  
Total non-current assets
    
24,410
      
24,247
  
Total assets
    
47,290
      
83,599
  
                 
Liabilities and equity
                
CURRENT LIABILITIES
                
Current maturities of long-term loans
    
3,092
      
3,220
  
Accounts payable and accruals:
                
Trade
    
5,918
      
5,756
  
Other
    
1,440
      
1,100
  
Lease liabilities
    
191
      
140
  
Total current liabilities
    
10,641
      
10,216
  
NON-CURRENT LIABILITIES
                
Warrants
    
10,218
      
5,247
  
Long-term loans, net of current maturities
    
2,740
      
1,891
  
Lease liabilities
    
1,661
      
1,598
  
Total non-current liabilities
    
14,619
      
8,736
  
COMMITMENTS AND CONTINGENT LIABILITIES
                
Total liabilities
    
25,260
      
18,952
  
                 
EQUITY
                
Ordinary shares
    
9,870
      
18,731
  
Share premium
    
279,241
      
321,920
  
Warrants
    
-
      
975
  
Capital reserve
    
12,322
      
12,616
  
Other comprehensive loss
    
(1,416
)
    
(1,416
)
Accumulated deficit
    
(277,987
)
    
(288,179
)
Total equity
    
22,030
      
64,647
  
Total liabilities and equity
    
47,290
      
83,599
  

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

F - 1
BioLineRx Ltd.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE LOSS
(UNAUDITED)

   
Three months ended March 31,
  
   
2020
    
2021
  
   
in USD thousands
  
RESEARCH AND DEVELOPMENT EXPENSES
    
(5,422
)
    
(4,278
)
SALES AND MARKETING EXPENSES
    
(175
)
    
(154
)
GENERAL AND ADMINISTRATIVE EXPENSES
    
(1,243
)
    
(1,017
)
OPERATING LOSS
    
(6,840
)
    
(5,449
)
NON-OPERATING INCOME (EXPENSES), NET
    
469
      
(4,561
)
FINANCIAL INCOME
    
140
      
117
  
FINANCIAL EXPENSES
    
(414
)
    
(299
)
NET LOSS AND COMPREHENSIVE LOSS
    
(6,645
)
    
(10,192
)
                 
LOSS PER ORDINARY SHARE - BASIC AND DILUTED
    
(0.04
)
    
(0.02
)
                 
WEIGHTED AVERAGE NUMBER OF SHARES USED IN
    CALCULATION OF LOSS PER ORDINARY SHARE
    
176,454,423
      
559,537,952
  

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

F - 2
BioLineRx Ltd.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY
(UNAUDITED)

   
Ordinary shares
    
Share premium
    
Warrants
    
Capital Reserve
    
Other comprehensive loss
    
Accumulated deficit
    
Total
  
   
in USD thousands
  
BALANCE AT JANUARY 1, 2020
    
4,692
      
265,938
      
-
      
12,132
      
(1,416
)
    
(247,966
)
    
33,380
  
CHANGES FOR THREE MONTHS ENDED MARCH 31, 2020:
                                                        
Issuance of share capital, net
    
208
      
895
      
-
      
-
      
-
      
-
      
1,103
  
Employee stock options exercised
    
7
      
204
      
-
      
(204
)
    
-
      
-
      
7
  
Employee stock options forfeited and expired
    
-
      
103
      
-
      
(103
)
    
-
      
-
      
-
  
Share-based compensation
    
-
      
-
      
-
      
663
      
-
      
-
      
663
  
Comprehensive loss for the period
    
-
      
-
      
-
      
-
      
-
      
(6,645
)
    
(6,645
)
BALANCE AT MARCH 31, 2020
    
4,907
      
267,140
      
-
      
12,488
      
(1,416
)
    
(254,611
)
    
28,508
  

   
Ordinary shares
    
Share premium
    
Warrants
    
Capital Reserve
    
Other comprehensive loss
    
Accumulated deficit
    
Total
  
   
in USD thousands
  
BALANCE AT JANUARY 1, 2021
    
9,870
      
279,241
      
-
      
12,322
      
(1,416
)
    
(277,987
)
    
22,030
  
CHANGES FOR THREE MONTHS ENDED MARCH 31, 2021:
                                                        
Issuance of share capital and warrants, net
    
6,805
      
24,979
      
975
      
-
      
-
      
-
      
32,759
  
Warrants exercised
    
2,051
      
17,523
      
-
      
-
      
-
      
-
      
19,574
  
Employee stock options exercised
    
5
      
38
      
-
      
(38
)
    
-
      
-
      
5
  
Employee stock options forfeited and expired
    
-
      
139
      
-
      
(139
)
    
-
      
-
      
-
  
Share-based compensation
    
-
      
-
      
-
      
471
      
-
      
-
      
471
  
Comprehensive loss for the period
    
-
      
-
      
-
      
-
      
-
      
(10,192
)
    
(10,192
)
BALANCE AT MARCH 31, 2021
    
18,731
      
321,920
      
975
      
12,616
      
(1,416
)
    
(288,179
)
    
64,647
  

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

F - 3
BioLineRx Ltd.
CONDENSED CONSOLIDATED INTERIM CASH FLOW STATEMENTS
(UNAUDITED)

   
Three months ended
March 31,
  
   
2020
    
2021
  
   
in USD thousands
  
             
CASH FLOWS - OPERATING ACTIVITIES
            
Comprehensive loss for the period
    
(6,645
)
    
(10,192
)
Adjustments required to reflect net cash used in operating activities
 (see appendix below)
    
(93
)
    
3,963
  
Net cash used in operating activities
    
(6,738
)
    
(6,229
)
                 
CASH FLOWS - INVESTING ACTIVITIES
                
Investments in short-term deposits
    
(6,000
)
    
(42,000
)
Maturities of short-term deposits
    
12,191
      
5,758
  
Purchase of property and equipment
    
-
      
(19
)
Net cash provided by (used in) investing activities
    
6,191
      
(36,261
)
                 
CASH FLOWS - FINANCING ACTIVITIES
                
Issuance of share capital and warrants, net of issuance costs
    
1,103
      
42,765
  
Employee stock options exercised
    
7
      
5
  
Repayments of loans
    
(682
)
    
(814
)
Repayments of lease liabilities
    
(41
)
    
(49
)
Net cash provided by financing activities
    
387
      
41,907
  
                 
DECREASE IN CASH AND CASH EQUIVALENTS
    
(160
)
    
(583
)
CASH AND CASH EQUIVALENTS – BEGINNING OF PERIOD
    
5,297
      
16,831
  
EXCHANGE DIFFERENCES ON CASH AND CASH EQUIVALENTS
    
(65
)
    
(201
)
CASH AND CASH EQUIVALENTS - END OF PERIOD
    
5,072
      
16,047
  

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

F - 4
BioLineRx Ltd.
APPENDIX TO CONDENSED CONSOLIDATED INTERIM CASH FLOW STATEMENTS
(UNAUDITED)
 
   
Three months ended
March 31,
  
   
2020
    
2021
  
   
in USD thousands
  
             
Adjustments required to reflect net cash used in operating activities:
            
Income and expenses not involving cash flows:
            
Depreciation and amortization
    
321
      
182
  
Exchange differences on cash and cash equivalents
    
65
      
201
  
Fair value adjustments of warrants
    
(476
)
    
4,597
  
Share-based compensation
    
663
      
471
  
Interest and exchange differences on short-term deposits
    
(108
)
    
(38
)
Interest on loans
    
44
      
93
  
Exchange differences on lease liability
    
(82
)
    
(65
)
     
427
      
5,441
  
                 
Changes in operating asset and liability items:
                
Increase in prepaid expenses and other receivables
    
(238
)
    
(976
)
Decrease in accounts payable and accruals
    
(282
)
    
(502
)
     
(520
)
    
(1,478
)
     
(93
)
    
3,963
  
                 
Supplemental information on interest received in cash
    
184
      
22
  
                 
Supplemental information on interest paid in cash
    
275
      
200
  
                 
Supplemental information on non-cash portion of transaction related to exercised warrants
    
-
      
9,568
  

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

F - 5
BioLineRx Ltd.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 1 – GENERAL INFORMATION


 a.
General

BioLineRx Ltd. (“BioLineRx”), headquartered in Modi’in, Israel, was incorporated and commenced operations in April 2003. BioLineRx and its subsidiaries (collectively, the “Company”) are engaged in the development of therapeutics, primarily in clinical stages, with a focus on the field of oncology.

The Company’s American Depositary Shares (“ADSs”) are traded on the NASDAQ Capital Market, and its ordinary shares are traded on the Tel Aviv Stock Exchange (“TASE”).

In March 2017, the Company acquired Agalimmune Ltd. (“Agalimmune”), a privately held company incorporated in the United Kingdom, with a focus on the field of immuno-oncology.

Although the Company has succeeded in generating significant revenues from a number of out-licensing transactions in the past, it cannot determine with reasonable certainty if and when it will become profitable on a current basis. Management believes that the Company’s current cash and other resources will be sufficient to fund its projected cash requirements into the first half of 2024. However, in the event that the Company does not begin to generate sustainable cash flows from its operating activities in the future, the Company will need to carry out significant cost reductions or raise additional funding.


 b.
Approval of financial statements

The condensed consolidated interim financial statements of the Company as of March 31, 2021, and for the three months then ended, were approved by the Board of Directors on May 20, 2021, and signed on its behalf by the Chairman of the Board, the Chief Executive Officer and the Chief Financial Officer.

F - 6
BioLineRx Ltd.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 2 – BASIS OF PREPARATION
 
The Company’s condensed consolidated interim financial statements as of March 31, 2021 and for the three months then ended (the “interim financial statements”) have been prepared in accordance with International Accounting Standard No. 34, “Interim Financial Reporting” (“IAS 34”). These interim financial statements, which are unaudited, do not include all disclosures necessary for a fair statement of financial position, results of operations, and cash flows in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”). The condensed consolidated interim financial statements should be read in conjunction with the Company’s annual financial statements as of December 31, 2020 and for the year then ended and their accompanying notes, which have been prepared in accordance with IFRS. The results of operations for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the entire fiscal year or for any other interim period.

The preparation of financial statements in conformity with IFRS requires management to make estimates, judgments and assumptions that may affect the reported amounts of assets, liabilities, equity and expenses, as well as the related disclosures of contingent assets and liabilities, in the process of applying the Company’s accounting policies. These inputs also consider, among other things, the implications of the COVID-19 pandemic on the Company’s activities, and the resultant effects on critical and significant accounting estimates, most significantly in relation to the value of intangible assets. The COVID-19 pandemic has spread to many countries throughout the world, including to the United States, Europe and Israel, where the Company currently manufactures its therapeutic candidates and conducts its clinical trials. The Company has previously experienced some recruitment delays from the extended impact of COVID-19 on its clinical trials; however, at present, the Company does not believe these delays will significantly impact its clinical development plans. Future developments related to COVID-19 are highly uncertain, including as a result of new information that may emerge concerning COVID-19 and the actions taken to contain or treat it, as well as its overall economic impact, and more specifically its effects on the financial markets. All estimates made by the Company related to the impact of COVID-19 in its financial statements may change in future periods. Actual results could differ from those estimates.

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES
 
The accounting policies and calculation methods applied in the preparation of these interim financial statements are consistent with those applied in the preparation of the annual financial statements as of December 31, 2020 and for the year then ended.

F - 7
BioLineRx Ltd.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)
 
NOTE 4 – AT-THE-MARKET (“ATM”) SALES AGREEMENT WITH HCW

In September 2020, the Company entered into an ATM sales agreement with H.C. Wainwright & Co., LLC (“HCW”), pursuant to which the Company is entitled, at its sole discretion, to offer and sell through HCW, acting as sales agent, ADSs having an aggregate offering price of up to $25.0 million throughout the period during which the ATM facility remains in effect. The Company agreed to pay HCW a commission of 3.0% of the gross proceeds from the sale of ADSs under the facility.

During the three months period ended March 31, 2021, the Company issued a total of 482,983 ADSs for total gross proceeds of $1.4 million. Subsequent to March 31, 2021 and through the date of this report, the Company issued a total of 2,504,633 ADSs for total gross proceeds of $12.0 million. From the effective date of the agreement through the date of this report, 5,623,349 ADSs were sold under the program for total gross proceeds of approximately $19.4 million, leaving an available balance under the facility of approximately $5.6 million as of the date of this report.

NOTE 5 – UNDERWRITTEN PUBLIC OFFERING

In January 2021, the Company completed an underwritten public offering of 14,375,000 of its ADSs at a public offering price of $2.40 per ADS. The offering raised total gross proceeds of $34.5 million, with net proceeds of $31.4 million after deducting fees and expenses. In addition, warrants to purchase 718,750 ADSs were granted to the underwriters. These warrants are exercisable immediately, expire five years from the date of issuance and have an exercise price of $3.00 per ADS.

The fair value of the warrants on the issuance date was approximately $1.0 million, which was recorded as issuance costs, and computed using the Black and Scholes option pricing model, based upon the then current price of an ADS, a risk-free interest rate of approximately 0.45% and an average standard deviation of approximately 73.8%.

F - 8
BioLineRx Ltd.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)
 
NOTE 6 – SHAREHOLDERS’ EQUITY
 
As of December 31, 2020 and March 31, 2021, share capital is composed of ordinary shares, as follows:

   
Number of ordinary shares
  
   
December 31,
    
March 31,
  
   
2020
    
2021
  
             
Authorized share capital
    
1,500,000,000
      
1,500,000,000
  
                 
Issued and paid-up share capital
    
349,169,545
      
639,164,912
  

   
In USD and NIS
  
   
December 31,
    
March 31,
  
     
2020
      
2021
  
                 
Authorized share capital (in NIS)
    
150,000,000
      
150,000,000
  
                 
Issued and paid-up share capital (in NIS)
    
34,916,955
      
63,916,491
  
                 
Issued and paid-up share capital (in USD)
    
9,869,795
      
18,731,177
  

F - 9