Exhibit 2
BioLineRx Ltd.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)
AS OF JUNE 30, 2026
BioLineRx Ltd.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)
AS OF JUNE 30, 2026
TABLE OF CONTENTS
BioLineRx Ltd.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION
(UNAUDITED)
| December 31, | June 30, | |||||||
| 2025 | 2026 | |||||||
| in USD thousands | ||||||||
| Assets | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | ||||||||
| Short-term bank deposits | ||||||||
| Prepaid expenses | ||||||||
| Other receivables | ||||||||
| Inventory | ||||||||
| Total current assets | ||||||||
| NON-CURRENT ASSETS | ||||||||
| Property and equipment, net | ||||||||
| Right-of-use assets, net | ||||||||
| Intangible assets, net | ||||||||
| Total non-current assets | ||||||||
| Total assets | ||||||||
| Liabilities and equity | ||||||||
| CURRENT LIABILITIES | ||||||||
| Current maturities of long-term loan | ||||||||
| Accounts payable and accruals: | ||||||||
| Trade | ||||||||
| Other | ||||||||
| Current maturities of lease liabilities | ||||||||
| Warrants | ||||||||
| Total current liabilities | ||||||||
| NON-CURRENT LIABILITIES | ||||||||
| Long-term loan, net of current maturities | ||||||||
| Lease liabilities | ||||||||
| Total non-current liabilities | ||||||||
| COMMITMENTS AND CONTINGENT LIABILITIES | ||||||||
| Total liabilities | ||||||||
| EQUITY | ||||||||
| Equity attributable to owners of the Company: | ||||||||
| Ordinary shares | ||||||||
| Share premium | ||||||||
| Warrants | ||||||||
| Capital reserve | ||||||||
| Other comprehensive loss | ( |
) | ( |
) | ||||
| Accumulated deficit | ( |
) | ( |
) | ||||
| Total equity attributable to owners of the Company | ||||||||
| Non-controlling interest | ||||||||
| Total equity | ||||||||
| Total liabilities and equity | ||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F - 1
BioLineRx Ltd.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| 2025 | 2026 | 2025 | 2026 | |||||||||||||
| in USD thousands | in USD thousands | |||||||||||||||
| ROYALTY REVENUES | ||||||||||||||||
| COST OF REVENUES | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| GROSS PROFIT | ||||||||||||||||
| RESEARCH AND DEVELOPMENT EXPENSES | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| GENERAL AND ADMINISTRATIVE EXPENSES | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| OPERATING LOSS | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| NON-OPERATING INCOME (EXPENSES), NET | ( |
) | ( |
) | ( |
) | ||||||||||
| FINANCIAL INCOME | ||||||||||||||||
| FINANCIAL EXPENSES | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| NET INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) | ( |
) | ( |
) | ( |
) | ||||||||||
| ATTRIBUTION OF NET INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) | ||||||||||||||||
| To owners of the Company | ( |
) | ( |
) | ( |
) | ||||||||||
| To non-controlling interests | ( |
) | ( |
) | ||||||||||||
| ( |
) | ( |
) | ( |
) | |||||||||||
|
in USD |
in USD |
|||||||||||||||
| EARNINGS (LOSS) PER ORDINARY SHARE – BASIC AND DILUTED ATTRIBUTABLE TO OWNERS OF THE COMPANY | ( |
) | ( |
) | ( |
) | ||||||||||
| WEIGHTED AVERAGE NUMBER OF SHARES USED IN CALCULATION OF BASIC AND DILUTED EARNINGS (LOSS) PER ORDINARY SHARE | ||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
F - 2
BioLineRx Ltd.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY
(UNAUDITED)
| Equity attributable to owners of the Company | ||||||||||||||||||||||||||||||||||||
|
Ordinary shares |
Share premium |
Warrants |
Capital reserve |
Other comprehensive |
Accumulated deficit |
Non-controlling interest |
Total |
|||||||||||||||||||||||||||||
|
in shares 000’s |
in USD thousands |
|||||||||||||||||||||||||||||||||||
| BALANCE AT JANUARY 1, 2025 | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||
| CHANGES FOR SIX MONTHS ENDED JUNE 30, 2025: | ||||||||||||||||||||||||||||||||||||
| Issuance of share capital, pre-funded warrants and warrants, net | ( |
) | ||||||||||||||||||||||||||||||||||
| Pre-funded warrants exercised | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||
| Employee stock options expired | - | ( |
) | |||||||||||||||||||||||||||||||||
| Share-based compensation | - | |||||||||||||||||||||||||||||||||||
| Comprehensive income for the period | - | |||||||||||||||||||||||||||||||||||
| BALANCE AT JUNE 30, 2025 | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||
| Equity attributable to owners of the Company | ||||||||||||||||||||||||||||||||||||
|
Ordinary shares |
Share premium | Warrants | Capital reserve | Other comprehensive loss |
Accumulated deficit | Non-controlling interest | Total | |||||||||||||||||||||||||||||
| in shares 000’s | in USD thousands | |||||||||||||||||||||||||||||||||||
| BALANCE AT JANUARY 1, 2026 | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||
| CHANGES FOR SIX MONTHS ENDED JUNE 30, 2026: | ||||||||||||||||||||||||||||||||||||
| Issuance of share capital | ( |
) | ||||||||||||||||||||||||||||||||||
| Employee stock options expired | - | ( |
) | |||||||||||||||||||||||||||||||||
| Share-based compensation | - | |||||||||||||||||||||||||||||||||||
| Comprehensive loss for the period | - | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||||||||||
| BALANCE AT JUNE 30, 2026 | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
F - 3
BioLineRx Ltd.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
(UNAUDITED)
| Six months ended June 30, | ||||||||
| 2025 | 2026 | |||||||
| in USD thousands | ||||||||
| CASH FLOWS - OPERATING ACTIVITIES | ||||||||
| Comprehensive income (loss) for the period | ( |
) | ||||||
| Adjustments required to reflect net cash used in operating activities (see appendix below) | ( |
) | ||||||
| Net cash used in operating activities | ( |
) | ( |
) | ||||
| CASH FLOWS - INVESTING ACTIVITIES | ||||||||
| Investments in short-term deposits | ( |
) | ( |
) | ||||
| Maturities of short-term deposits | ||||||||
| Proceeds from sale of property and equipment | ||||||||
| Net cash provided by (used in) investing activities | ( |
) | ||||||
| CASH FLOWS - FINANCING ACTIVITIES | ||||||||
| Issuance of share capital and warrants, net of issuance costs | ||||||||
| Repayments of loan | ( |
) | ( |
) | ||||
| Repayments of lease liabilities | ( |
) | ( |
) | ||||
| Net cash provided by (used in) financing activities | ( |
) | ||||||
| INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | ( |
) | ||||||
|
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD |
||||||||
| EXCHANGE DIFFERENCES ON CASH AND CASH EQUIVALENTS | ||||||||
| CASH AND CASH EQUIVALENTS - END OF PERIOD | ||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
F - 4
BioLineRx Ltd.
APPENDIX TO CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
(UNAUDITED)
| Six months ended June 30, | ||||||||
| 2025 | 2026 | |||||||
| in USD thousands | ||||||||
| APPENDIX | ||||||||
| Adjustments required to reflect net cash used in operating activities: | ||||||||
| Income and expenses not involving cash flows: | ||||||||
| Depreciation and amortization | ||||||||
| Exchange differences on cash and cash equivalents | ( |
) | ( |
) | ||||
| Fair value adjustments of warrants | ( |
) | ||||||
| Share-based compensation | ||||||||
| Interest and exchange differences on short-term deposits | ||||||||
| Warrant issuance costs | ||||||||
| Exchange differences on lease liabilities | ||||||||
| ( |
) | |||||||
| Changes in operating asset and liability items: | ||||||||
| Decrease in trade receivables | ||||||||
| Decrease (increase) in prepaid expenses and other receivables | ( |
) | ||||||
| Decrease (increase) in inventory | ( |
) | ||||||
| Increase (decrease) in accounts payable and accruals | ( |
) | ||||||
| ( |
) | |||||||
| Supplemental information on interest received in cash | ||||||||
| Supplemental information on interest paid in cash |
| Supplemental information on non-cash transactions: | ||||||||
| Changes in right-of-use asset and lease liabilities | ||||||||
The accompanying notes are an integral part of these unaudited 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 (primarily in clinical stages) and commercialization of therapeutics, with a focus on the fields of oncology and hematology.
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. Each ADS represents
The Company has one wholly owned subsidiary, BioLineRx USA, Inc., incorporated in the U.S., which had been engaged in commercialization activities associated with the launch of motixafortide for stem-cell mobilization in the U.S., and which is now substantially inactive since the end of 2024 (see below). In addition, the Company is the controlling shareholder of Tetragon Biosciences Ltd. (“Tetragon”), a company incorporated in Israel in September 2025 for the development and commercialization of GLIX1, a clinical-stage, first-in-class, oral, small molecule targeting DNA damage response in glioblastoma and other cancers (see Note 8).
In September 2023, the U.S. Food and Drug Administration (“FDA”) approved motixafortide in stem cell mobilization for autologous transplantation for multiple myeloma patients, and the Company began to independently commercialize motixafortide in the U.S.
In October 2023, the Company out-licensed the rights to motixafortide for all indications in substantially all of Asia, and in November 2024, the Company out-licensed the global rights (other than in Asia) to motixafortide for all indications, other than solid tumors. In connection with the November 2024 transaction, the Company shut down its independent commercialization activities in the U.S., and entered into an agreement to repay a substantial portion of its outstanding debt, as well as restructure the remaining debt balance. Following these actions, the Company refocused its operations on development activities in Israel in the fields of oncology (including solid tumors) and rare diseases, at a significantly reduced annual cash burn rate.
F - 6
BioLineRx Ltd.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 – GENERAL INFORMATION (cont.)
| b. | War in Israel |
On October 7, 2023, an unprecedented invasion was launched against Israel from the Gaza Strip by terrorists from the Hamas terrorist organization that infiltrated Israel’s southern border and other areas within the country, attacking civilians and military targets while simultaneously launching extensive rocket attacks on the Israeli civilian population. These attacks resulted in extensive deaths, injuries and the kidnapping of civilians and soldiers. In response, the Security Cabinet of the State of Israel declared war against Hamas, with commencement of a military campaign against the terrorist organization, in parallel to its continued rocket and terror attacks. Since the commencement of these events, there have been additional active hostilities, including with Hezbollah in Lebanon, the Houthi movement controlling parts of Yemen, and with Iran. It is also possible that other terrorist organizations, including Palestinian military organizations in the West Bank, will join the hostilities. On October 9, 2025, Israel, Hamas, the US, and other counties in the region agreed to a framework for a ceasefire in Gaza between Israel and Hamas.
In addition, in response to ongoing Iranian aggression and support of proxy attacks against Israel, on June 13, 2025, Israel conducted a series of preemptive defensive air strikes in Iran targeting Iran’s nuclear program and military commanders. While a ceasefire was reached in June 2025 following 12 days of hostilities, on February 28, 2026, the United States and Israel launched coordinated military strikes against Iran, including attacks on strategic military infrastructure and leadership targets, with the stated aim of degrading Iran’s capacity to conduct or support hostile operations against them. In response, Iran has fired missiles and drones toward population centers and military installations in Israel, Europe and neighboring countries in the Gulf region, and also launched counter-strikes against U.S. forces and allied bases throughout the Gulf region. A temporary ceasefire was brokered in April 2026 to allow the parties to negotiate, but its durability and the prospects for a successful agreement remain uncertain. Continued military escalation, retaliatory actions, or broader regional involvement may adversely affect economic conditions, disrupt markets, and create uncertainty that could negatively impact our business, financial condition and results of operations.
The length and severity of the current conflicts in Gaza, Lebanon, Iran and the broader region is unknown at this time, and there can be no assurance that certain ceasefires will hold or that military activities and hostilities will not continue to exist at varying levels of intensity. Any or all of these situations may potentially escalate in the future to more violent events or a greater regional conflict.
The Company’s headquarters and principal development operations are located in the State of Israel. In addition, all of its key employees, officers and directors are residents of Israel. The ongoing war and other hostilities in Israel have not, to date, materially impacted the Company’s business or operations. Nevertheless, since these are events beyond the Company’s control, their continuation or cessation may affect the Company’s operations. The Company continues to monitor its ongoing activities and will make any needed adjustments to ensure continuity of its business, while supporting the safety and well-being of its employees.
F - 7
BioLineRx Ltd.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 – GENERAL INFORMATION (cont.)
| c. | Going concern |
The Company has incurred accumulated losses in the amount of $
The Company’s cash flow projections are subject to various risks and uncertainties concerning their fulfilment, and these factors and the risks inherent in the Company’s operations indicate that a material uncertainty exists that may cast significant doubt (or raise substantial doubt as contemplated by PCAOB standards) on the Company’s ability to continue as a going concern. These consolidated financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty.
Management’s plans include the realization of capital inflows from its strategic partnerships and, if and when required, raising capital through the issuance of debt or equity securities. There are no assurances, however, that the Company will be successful in obtaining the level of financing needed for its operations. If the Company is unsuccessful in realizing the potential cash flows from its strategic partnerships and/or in raising capital, it may need to reduce activities, or curtail or cease operations.
| d. | Approval of financial statements |
The unaudited condensed consolidated interim financial statements of the Company as of June 30, 2026, and for the three and six months then ended, were approved by the Board of Directors on August 28, 2026, and signed on its behalf by the Chairman of the Board, the Chief Executive Officer and the Chief Financial Officer.
F - 8
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 June 30, 2026 and for the three and six 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 presentation of financial position, results of operations, changes in equity and cash flows in conformity with IFRS® Accounting Standards as issued by the International Accounting Standards Board (“IASB®”) (hereinafter, “IFRS”). The condensed consolidated interim financial statements should be read in conjunction with the Company’s annual financial statements as of December 31, 2025 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 and six months ended June 30, 2026 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 pandemics and wars across the globe (including the current conflicts in the Middle East) on the Company’s activities, and the resulting effects on critical and significant accounting estimates, most significantly in relation to the impairment of indefinite-lived intangible assets. In this regard, U.S. and global markets are currently experiencing volatility and disruption following the escalation of geopolitical tensions. As of the date of release of these financial statements, the Company estimates there are no material effects of those geopolitical tensions on its financial position and results of operations.
NOTE 3 – MATERIAL ACCOUNTING POLICIES
| a. | General |
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, 2025 and for the year then ended.
F - 9
BioLineRx Ltd.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 3 – MATERIAL ACCOUNTING POLICIES (cont.)
| b. | New international financial reporting standards, amendments to standards and new interpretations |
IFRS 18, Presentation and Disclosure in the Financial Statements
This standard replaces the international accounting standard IAS 1, “Presentation of Financial Statements.” As part of the new disclosure requirements, companies will be required to present new defined subtotals in the statements of income, as follows: (1) operating profit and (2) profit before financing and tax. In addition, income statement items will be classified into three defined categories: operating, investing and financing. The standard also includes a requirement to provide separate disclosure in the financial statements regarding the use of management-defined performance measures (“non-GAAP measures”), and specific instructions were added for the grouping and splitting of items in the financial statements and in the notes to the financial statements. IFRS 18 is effective for annual reporting periods beginning on or after January 1, 2027. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statement disclosures.
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 a sales agent, ADSs having an aggregate offering price of up to $
F - 10
BioLineRx Ltd.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 5 – FINANCINGS
| a. | September 2022 offering |
In September 2022, the Company completed a registered direct offering of
The warrants issued to the investors have been classified as a financial liability due to a net settlement provision. This liability was initially recognized at its fair value on the issuance date and is subsequently accounted for at fair value at each balance sheet date. The fair value changes are charged to non-operating income and expense in the statement of comprehensive loss.
The fair value of the warrants is computed using the Black-Scholes option pricing model. The fair value of the warrants upon issuance was computed based on the then-current price of an ADS, a risk-free interest rate of
The fair value of the ordinary warrants was immaterial as of June 30, 2026, and was based on the then current price of an ADS, a risk-free interest rate of
The changes in fair value for the three and six months ended June 30, 2026, which were immaterial, have been recorded as non-operating income in the statement of comprehensive income (loss).
As of June 30, 2026,
The placement agent warrants have been classified in shareholders’ equity, with initial recognition at fair value on the date issued, using the same assumptions as the investor warrants.
F - 11
BioLineRx Ltd.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 5 – FINANCINGS (cont.)
| b. | April 2024 offering |
In April 2024, the Company completed a registered direct offering of
The warrants have been classified as a financial liability due to a net settlement provision. This liability was initially recognized at its fair value on the issuance date and is subsequently accounted for at fair value at each balance sheet date. The fair value changes are charged to non-operating income and expense in the statement of comprehensive loss.
The fair value of the warrants is computed using the Black-Scholes option pricing model and is determined by using a level 3 valuation technique. The fair value of the warrants upon issuance was computed based on the then-current price of an ADS, a risk-free interest rate of
Due to a difference between the fair value at initial recognition and the transaction price (“day 1 loss”), upon initial recognition, the fair value of the warrants was adjusted by the amount of $
The fair value of the ordinary warrants amounted to $
The changes in fair value for the three and six months ended June 30, 2026, which were immaterial, have been recorded as non-operating expenses in the statement of comprehensive income (loss).
As of June 30, 2026, none of these warrants had been exercised.
F - 12
BioLineRx Ltd.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 5 – FINANCINGS (cont.)
| c. | Securities purchase agreement – Highbridge |
In November 2024, the Company completed a registered direct offering to certain funds associated with Highbridge Capital Management LLC (“Highbridge”) of
The pre-funded warrants are exercisable immediately, do not expire until exercised in full, and have an exercise price of $
A holder of the pre-funded or ordinary warrants cannot exercise such warrants if the holder, together with its affiliates, would beneficially own in excess of
The ordinary warrants have been classified as a financial liability due to a net settlement provision. This liability was initially recognized at its fair value on the issuance date and is subsequently accounted for at fair value at each balance sheet date. The fair value changes are charged to non-operating income and expense in the statement of comprehensive loss.
The pre-funded warrants have been classified in shareholders’ equity, with initial recognition at fair value on the date issued, using the same assumptions as the ordinary warrants.
The fair value of the ordinary warrants is computed using the Black-Scholes option pricing model. The fair value of the ordinary warrants upon issuance was computed based on the then-current price of an ADS, a risk-free interest rate of
The fair value of the ordinary warrants amounted to $
The changes in fair value for the three and six months ended June 30, 2026, which were immaterial, have been recorded as non-operating income in the statement of comprehensive income (loss).
During the six months ended June 30, 2026, none of the pre-funded warrants were exercised, and none of the ordinary warrants were exercised.
F - 13
BioLineRx Ltd.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 5 – FINANCINGS (cont.)
| d. | January 2025 offering |
In January 2025, the Company completed a registered direct offering to certain institutional investors of
In addition, the Company granted to the placement agent in the offering, as part of the placement fee, warrants to purchase
Gross proceeds from the offering totaled $
The investors’ ordinary warrants have been classified as a financial liability due to a net settlement provision. This liability was initially recognized at its fair value on the issuance date and is subsequently accounted for at fair value at each balance sheet date. The fair value changes are charged to non-operating income and expense in the statement of comprehensive loss.
The pre-funded warrants have been classified in shareholders’ equity. The fair value of the ordinary warrants is computed using the Black-Scholes option pricing model and is determined by using a level 3 valuation technique. The fair value of the ordinary warrants upon issuance was computed based on the then-current price of an ADS, a risk-free interest rate of
Due to a difference between the fair value at initial recognition and the transaction price (“day 1 loss”), upon initial recognition, the fair value of the ordinary warrants was adjusted by the amount of $
The fair value of the ordinary warrants amounted to $
The changes in fair value for the three and six months ended June 30, 2026, amounting to $
F - 14
BioLineRx Ltd.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 5 – FINANCINGS (cont.)
| d. | January 2025 offering (cont.) |
As of June 30, 2026, all of the pre-funded warrants had been exercised, and none of the ordinary warrants had been exercised.
The placement agent warrants have been classified in shareholders’ equity, with initial recognition at fair value on the date issued, using the same assumptions as the investor warrants.
NOTE 6 – FAIR VALUE MEASUREMENT OF WARRANTS USING SIGNIFICANT UNOBSERVABLE INPUTS (LEVEL 3)
| Warrants | ||||
| in USD thousands | ||||
| Balance as of December 31, 2025 | ||||
| Changes during 2026: | ||||
| Changes in fair value through profit and loss | ||||
| Balance as of June 30, 2026 | ||||
NOTE 7 – SHAREHOLDERS’ EQUITY
As of December 31, 2025 and June 30, 2026, the Company’s share capital is composed of ordinary shares, as follows:
| Number of ordinary shares | ||||||
| December 31, | June 30, | |||||
| 2025 | 2026 | |||||
| Authorized share capital | ||||||
| Issued and paid-up share capital | ||||||
|
In USD and NIS |
||||||
|
December 31, |
June 30, |
|||||
| 2025 | 2026 | |||||
| Authorized share capital (in NIS) | ||||||
| Issued and paid-up share capital (in NIS) | ||||||
| Issued and paid-up share capital (in USD) | ||||||
F - 15
BioLineRx Ltd.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 8 – AGREEMENT WITH HEMISPHERIAN FOR DEVELOPMENT OF GLIX1
In September 2025, the Company entered into a collaboration transaction with Hemispherian AS, a Norwegian corporation (“Hemispherian”), for the development, clinical evaluation and commercialization of GLIX1, a first-in-class, oral, small molecule targeting DNA damage response in glioblastoma and other solid tumors. As part of the transaction, (i) the Company and Hemispherian entered into a Collaboration and Shareholders Agreement (the “Agreement with Hemispherian”), which governs the ownership, governance, funding, administration, and related operational and commercial terms of a new company (Tetragon) established by the Company and Hemispherian, and (ii) Hemispherian and Tetragon entered into an Asset Transfer Agreement (the “ATA”), pursuant to which Hemispherian transferred to Tetragon certain intellectual property, regulatory filings, know-how, and related assets primarily in respect of GLIX1, Hemispherian’s lead compound (the “Transferred Assets”).
In consideration for the transfer of the Transferred Assets, Hemispherian received
Following the investment of the Threshold Amount, the Company may make additional investments in Tetragon. For each incremental $
Furthermore, under the terms of the Agreement with Hemispherian, the Company is responsible for managing and implementing Tetragon’s activities and overseeing its operations, budget, and expenses. Following the closing, Tetragon began to pay Hemispherian a monthly advisory fee of $
The Agreement with Hemispherian provides for the establishment of a board of directors of Tetragon as well as a steering committee with joint representation from both the Company and Hemispherian. The Company holds the deciding vote in the event of any deadlock on either of such corporate bodies and, accordingly, is the controlling shareholder of Tetragon. Tetragon has a first-look right, as well as a right of first refusal, on other assets in Hemispherian’s pipeline for defined periods specified in the ATA.
The ATA and the Agreement with Hemispherian contain customary representations and warranties, indemnification and other provisions customary for transactions of this nature. The ATA and Agreement with Hemispherian also include termination events, including failure to fund the Threshold Amount within the Threshold Term, or prolonged inability of Tetragon to operate due to insufficient financial resources.
In connection with the ATA and Agreement with Hemispherian, an intangible asset in the amount of $
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BioLineRx Ltd.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 9 – SUBSEQUENT EVENT
On August 27, 2026, the Company entered into a definitive agreement with an institutional investor for the issuance of
In connection with the offering, the Company entered into a warrant amendment pursuant to which the Company agreed to amend certain outstanding ordinary warrants to purchase
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