EX-99 3 exhibit_2.htm CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS AS OF MARCH 31, 2022 AND FOR THE THREE MONTHS THEN ENDED.
Exhibit 2

BioLineRx Ltd.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)
AS OF MARCH 31, 2022

BioLineRx Ltd.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)
AS OF MARCH 31, 2022

TABLE OF CONTENTS

   
Page
 
1
 
2
 
3
 
4-5
 
6-8

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

   
December 31,
    
March 31,
  
   
2021
    
2022
  
   
in USD thousands
  
Assets
            
CURRENT ASSETS
            
Cash and cash equivalents
    
12,990
      
11,446
  
Short-term bank deposits
    
44,145
      
39,144
  
Prepaid expenses
    
127
      
161
  
Other receivables
    
142
      
190
  
Total current assets
    
57,404
      
50,941
  
                 
NON-CURRENT ASSETS
                
Property and equipment, net
    
952
      
855
  
Right-of-use assets, net
    
1,331
      
1,273
  
Intangible assets, net
    
21,704
      
21,704
  
Total non-current assets
    
23,987
      
23,832
  
Total assets
    
81,391
      
74,773
  
                 
Liabilities and equity
                
                 
CURRENT LIABILITIES
                
Current maturities of long-term loan
    
2,757
      
1,903
  
Accounts payable and accruals:
                
Trade
    
5,567
      
5,784
  
Other
    
1,227
      
1,264
  
Lease liabilities
    
168
      
147
  
Total current liabilities
    
9,719
      
9,098
  
                 
NON-CURRENT LIABILITIES
                
Warrants
    
1,859
      
604
  
Lease liabilities
    
1,726
      
1,658
  
Total non-current liabilities
    
3,585
      
2,262
  
COMMITMENTS AND CONTINGENT LIABILITIES
                
Total liabilities
    
13,304
      
11,360
  
                 
EQUITY
                
Ordinary shares
    
21,066
      
21,066
  
Share premium
    
339,346
      
339,444
  
Warrants
    
975
      
975
  
Capital reserve
    
13,157
      
13,315
  
Other comprehensive loss
    
(1,416
)
    
(1,416
)
Accumulated deficit
    
(305,041
)
    
(309,971
)
Total equity
    
68,087
      
63,413
  
Total liabilities and equity
    
81,391
      
74,773
  

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

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

   
Three months ended March 31,
  
   
2021
    
2022
  
   
in USD thousands
  
RESEARCH AND DEVELOPMENT EXPENSES
    
(4,278
)
    
(4,435
)
SALES AND MARKETING EXPENSES
    
(154
)
    
(637
)
GENERAL AND ADMINISTRATIVE EXPENSES
    
(1,017
)
    
(1,007
)
OPERATING LOSS
    
(5,449
)
    
(6,079
)
NON-OPERATING INCOME (EXPENSES), NET
    
(4,561
)
    
1,268
  
FINANCIAL INCOME
    
117
      
67
  
FINANCIAL EXPENSES
    
(299
)
    
(186
)
NET LOSS AND COMPREHENSIVE LOSS
    
(10,192
)
    
(4,930
)
                 
LOSS PER ORDINARY SHARE - BASIC AND DILUTED
    
(0.02
)
    
(0.01
)
                 
WEIGHTED AVERAGE NUMBER OF SHARES USED IN
    CALCULATION OF LOSS PER ORDINARY SHARE
    
559,537,952
      
715,156,008
  

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

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, 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
  

   
Ordinary shares
    
Share premium
    
Warrants
    
Capital Reserve
    
Other comprehensive loss
    
Accumulated deficit
    
Total
  
   
in USD thousands
  
BALANCE AT JANUARY 1, 2022
    
21,066
      
339,346
      
975
      
13,157
      
(1,416
)
    
(305,041
)
    
68,087
  
CHANGES FOR THREE MONTHS ENDED MARCH 31, 2022:
                                                        
Employee stock options forfeited and expired
    
-
      
98
      
-
      
(98
)
    
-
      
-
      
-
  
Share-based compensation
    
-
      
-
      
-
      
256
      
-
      
-
      
256
  
Comprehensive loss for the period
    
-
      
-
      
-
      
-
      
-
      
(4,930
)
    
(4,930
)
BALANCE AT MARCH 31, 2022
    
21,066
      
399,444
      
975
      
13,315
      
(1,416
)
    
(309,971
)
    
63,413
  

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

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

   
Three months ended
March 31,
  
   
2021
    
2022
  
   
in USD thousands
  
             
CASH FLOWS - OPERATING ACTIVITIES
            
Comprehensive loss for the period
    
(10,192
)
    
(4,930
)
Adjustments required to reflect net cash used in operating activities
 (see appendix below)
    
3,963
      
(656
)
Net cash used in operating activities
    
(6,229
)
    
(5,586
)
                 
CASH FLOWS - INVESTING ACTIVITIES
                
Investments in short-term deposits
    
(42,000
)
    
(7,000
)
Maturities of short-term deposits
    
5,758
      
12,066
  
Purchase of property and equipment
    
(19
)
    
(18
)
Net cash provided by (used in) investing activities
    
(36,261
)
    
5,048
  
                 
CASH FLOWS - FINANCING ACTIVITIES
                
Issuance of share capital and warrants, net of issuance costs
    
42,765
      
-
  
Employee stock options exercised
    
5
      
-
  
Repayments of loan
    
(814
)
    
(895
)
Repayments of lease liabilities
    
(49
)
    
(48
)
Net cash provided by (used in) financing activities
    
41,907
      
(943
)
                 
DECREASE IN CASH AND CASH EQUIVALENTS
    
(583
)
    
(1,481
)
CASH AND CASH EQUIVALENTS – BEGINNING OF PERIOD
    
16,831
      
12,990
  
EXCHANGE DIFFERENCES ON CASH AND CASH EQUIVALENTS
    
(201
)
    
(63
)
CASH AND CASH EQUIVALENTS - END OF PERIOD
    
16,047
      
11,446
  

The accompanying notes are an integral part of these condensed consolidated interim financial statements.
 
4
BioLineRx Ltd.
APPENDIX TO CONDENSED CONSOLIDATED INTERIM CASH FLOW STATEMENTS
(UNAUDITED)

       
   
Three months ended
March 31,
  
   
2021
    
2022
  
   
in USD thousands
  
             
Adjustments required to reflect net cash used in operating activities:
            
Income and expenses not involving cash flows:
            
Depreciation and amortization
    
182
      
173
  
Exchange differences on cash and cash equivalents
    
201
      
63
  
Fair value adjustments of warrants
    
4,597
      
(1,255
)
Share-based compensation
    
471
      
256
  
Interest on short-term deposits
    
(38
)
    
(65
)
Interest on loan
    
93
      
41
  
Exchange differences on lease liabilities
    
(65
)
    
(41
)
     
5,441
      
(828
)
                 
Changes in operating asset and liability items:
                
Increase in prepaid expenses and other receivables
    
(976
)
    
(82
)
Increase (decrease) in accounts payable and accruals
    
(502
)
    
254
  
     
(1,478
)
    
172
  
     
3,963
      
(656
)
                 
Supplemental information on interest received in cash
    
22
      
68
  
                 
Supplemental information on interest paid in cash
    
200
      
112
  
                 
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.

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”). Each ADS represents 15 ordinary shares.

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, 2022, and for the three months then ended, were approved by the Board of Directors on May 10, 2022, and signed on its behalf by the Chairman of the Board, the Chief Executive Officer and the Chief Financial Officer.

NOTE 2 – BASIS OF PREPARATION
 
The Company’s condensed consolidated interim financial statements as of March 31, 2022 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, 2021 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, 2022 are not necessarily indicative of the results that may be expected for the entire fiscal year or for any other interim period.

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

NOTE 2 – BASIS OF PREPARATION (cont.)
 
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 pandemics and wars over the world 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. In this regard, U.S. and global markets are currently experiencing volatility and disruption following the escalation of geopolitical tensions and the ongoing military conflict between Russia and Ukraine. Although the length and impact of the ongoing military conflict are highly unpredictable, the conflict in Ukraine could lead to market disruptions, including significant volatility in commodity prices, credit and the capital markets. As of the date of release of these financial statements, the Company estimates there are no material effects of this conflict on its financial position and results of operations.

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, 2021 and for the year then ended.

NOTE 4 – AT-THE-MARKET (“ATM”) SALES AGREEMENT WITH HCW

The Company maintains an ATM facility with H.C. Wainwright & Co., LLC (“HCW”) pursuant to an ATM sales agreement entered into in September 2021. In accordance with the agreement, 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 has agreed to pay HCW a commission of 3.0% of the gross proceeds from the sale of ADSs under the facility. From the effective date of the agreement through the issuance date of this report, 402,327 ADSs have been sold under the program for total gross proceeds of approximately $1.1 million.
 
7
BioLineRx Ltd.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 5 – SHAREHOLDERS’ EQUITY
 
As of December 31, 2021 and March 31, 2022, share capital is composed of ordinary shares, as follows:

   
Number of ordinary shares
  
   
December 31,
    
March 31,
  
   
2021
    
2022
  
             
Authorized share capital
    
1,500,000,000
      
1,500,000,000
  
                 
Issued and paid-up share capital
    
715,156,008
      
715,156,008
  

   
In USD and NIS
  
   
December 31,
    
March 31,
  
   
2021
    
2022
  
             
Authorized share capital (in NIS)
    
150,000,000
      
150,000,000
  
                 
Issued and paid-up share capital (in NIS)
    
71,515,600
      
71,515,600
  
                 
Issued and paid-up share capital (in USD)
    
21,066,368
      
21,066,368
  

8