We have agreed to pay the placement agent the fees set forth in the table below in connection with this offering.

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Prospectus Supplement

 

 

Prospectus

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This prospectus supplement is a supplement to the accompanying prospectus dated January 11, 2021 that is also a part of this document. This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with the Securities and Exchange Commission, or the SEC, using a “shelf” registration process. Under the shelf registration process, from time to time, we may sell any of the securities described in the accompanying prospectus in one or more offerings. In this prospectus supplement, we provide you with specific information about this offering. This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein include important information about us, the ADSs and warrants and other information you should know before investing in the ADSs and warrants. This prospectus supplement also adds, updates and changes information contained in the accompanying prospectus. To the extent that any statement we make in this prospectus supplement is inconsistent with the statements made in the accompanying prospectus or in any document incorporated by reference that was filed with the SEC before the date of this prospectus supplement, the statements made in the accompanying prospectus, or such an earlier filing, as applicable, are deemed modified or superseded by the statements made in this prospectus supplement. You should read both this prospectus supplement and the accompanying prospectus as well as the additional information described in this prospectus supplement under the headings “Documents Incorporated by Reference” and “Where You Can Find More Information” on page S-19 and page S-20 before investing in the ADSs.

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This summary highlights selected information contained elsewhere in, or incorporated by reference into, this prospectus supplement and the accompanying prospectus that we consider important. This summary does not contain all of the information you should consider before investing in our securities. You should read this summary together with the entire prospectus supplement, the accompanying prospectus and the information incorporated by reference herein and therein, including the risks related to our main therapeutic candidates, BL-8040 and AGI-134, our therapeutic product, BL-5010, our business, our industry, investing in our securities and our location in Israel, that we describe under “Risk Factors,” and our consolidated financial statements and the related notes, which are incorporated by reference herein and therein, before making an investment in our securities.

           We are a pre-commercial-stage biopharmaceutical company focused on oncology. Our current development and commercialization pipeline consists of two clinical-stage therapeutic candidates – motixafortide (BL-8040), a novel peptide for the treatment of stem-cell mobilization, solid tumors and acute myeloid leukemia, or AML, and AGI-134, an immuno-oncology agent in development for solid tumors. In addition, we have an off-strategy, legacy therapeutic product called BL-5010 for the treatment of skin lesions. We have generated our pipeline by systematically identifying, rigorously validating and in-licensing therapeutic candidates that we believe exhibit a high probability of therapeutic and commercial success. To date, except for BL-5010, none of our therapeutic candidates have been approved for marketing or sold commercially. Our strategy includes commercializing our therapeutic candidates through out-licensing arrangements with biotechnology and pharmaceutical companies and evaluating, on a case-by-case basis, the commercialization of our therapeutic candidates independently.

Motixafortide is a novel, short peptide that functions as a high-affinity antagonist for CXCR4, which we are developing for the treatment of stem-cell mobilization, solid tumors and AML.

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            We believe these results, together with the highly significant and clinically meaningful data from the GENESIS trial, strongly support the potential use of motixafortide, on top of G-CSF, as the standard of care in stem cell mobilization for autologous stem cell transplantation. While we continue to evaluate commercialization alternatives, we are finalizing our commercialization plans for motixafortide in the US and continue to advance critical pre-launch commercialization activities, required under any commercialization scenario, for a timely launch, if approved by the FDA, with a view to obtaining potential FDA approval and potentially launching sales in 2023. In this regard, in June 2022, we appointed biopharmaceutical veteran executive, Holly W. May as our Chief Commercial Officer who is responsible for the commercial planning, positioning, and launch oversight for motixafortide in the stem cell mobilization indication across the U.S. market, assuming FDA approval.

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On September 12, 2022, we announced the submission of an NDA to the FDA, for motixafortide in stem cell mobilization for autologous bone marrow transplantation for multiple myeloma patients. The FDA’s decision on acceptance of BioLineRx’s NDA filing is expected in November 2022. Assuming the filing is accepted, the potential Prescription Drug User Fee Act (PDUFA) date is expected to be in the second quarter of 2023 (under a priority review process, if applicable) or the third quarter of 2023 (under a standard review process).

Our principal executive offices are located at 2 HaMa’ayan Street, Modi’in 7177871, Israel, and our telephone number is +972 (8) 642-9100. Our website is www.biolinerx.com. Information contained in our website is not incorporated by reference into and does not constitute part of this prospectus supplement and the accompanying prospectus.

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We expect that we will need to raise substantial future capital to continue to complete clinical development and commercialize our products and therapeutic candidates and to conduct the research and development and clinical and regulatory activities necessary to bring our therapeutic candidates to market. Any required additional financing may not be available on terms acceptable to us, or at all.  In order to raise additional capital, we may at any time (subject to restrictions contained in the securities purchase agreement entered into with the investors in this offering), offer additional ADSs, ordinary shares or other securities convertible into or exchangeable for our ADSs or ordinary shares at prices that may not be the same as the price per ADS in this offering. We may sell shares or other securities in any other offering at a price per share that is less than the price per ADS and associated warrant paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing shareholders, including investors who purchase ADSs in this offering. The price per share at which we sell additional ordinary shares or securities convertible into ordinary shares in future transactions may be higher or lower than the price per ADS in this offering.

Management has broad discretion as to the use of proceeds of this offering, and we may not use these proceeds in a manner desired by our shareholders.

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A substantial number of ADSs will be sold in this offering, which could cause the price of our ADSs and ordinary shares to decline.

There has been and may continue to be significant volatility in the volume and price of our ADSs and ordinary shares.

 

The market price of our ADSs and ordinary shares has been and may continue to be highly volatile. Factors, including timing, progress and results of current and future preclinical studies and clinical trials and our research and development programs; regulatory matters, concerns about our financial position, operations results, litigation, government regulation, developments or disputes relating to agreements, patents or proprietary rights, and general economic conditions may have a significant impact on the market volume and price of our stock. Unusual trading volume in our shares occurs from time to time.

 

There is no public market for warrants or placement agent warrants being offered by us in this offering.

 

There is no established public trading market for the warrants and the placement agent warrants being offered in this offering.  We do not intend to list the warrants or placement agent warrants on any securities exchange or other nationally recognized trading system. There is no established public trading market for the warrants or the placement agent warrants and we do not expect a market to develop. Without an active trading market, the liquidity of the pre-funded warrants and the placement agent warrants will be limited.

 

The warrants and placement agent warrants are speculative in nature.

 

 

Holders of our warrants and placement agent warrants will have no rights as ADS holders until such holders exercise their respective warrants and placement agent warrants and acquire our ADSs.

 

Until holders of the warrants and placement agent warrants acquire our ADSs upon exercise of their respective warrants and placement agent warrants, such holders will have no rights with respect to the ADSs underlying such warrants.  Upon exercise of the warrants or the placement agent warrants, the holders thereof will be entitled to exercise the rights of a holder of ADSs only as to matters for which the record date occurs after the exercise date.

 

Our ADSs are listed on Nasdaq, and our ordinary shares are listed on the TASE, both under the symbol “BLRX.” Trading in our securities on these markets is made in different currencies (U.S. dollars on Nasdaq and New Israeli Shekels on the TASE), and at different times (due to the different time zones, different trading days and different public holidays in the United States and Israel). The relative trading prices of our securities on these two markets may differ due to these and other factors. Any decrease in the trading price of our securities on one exchange could cause a decrease in the trading price of our securities on the other exchange.

 

These estimates exclude the proceeds, if any, from the exercise warrants sold in this offering. If all of the warrants and placement agent warrants sold in this offering, were to be exercised, we would receive additional net proceeds of approximately $16.6 million. We cannot predict when or if these warrants will be exercised. It is possible that these warrants may expire and may never be exercised.

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After giving effect to the sale of the ADSs and accompanying warrants offered by this prospectus supplement at a combined offering price of $1.10 per ADS and accompanying warrant and after deducting the placement agent fees and estimated offering expenses payable by us, our as adjusted net tangible book value as of June 30, 2022 would have been approximately $48.3 million, or approximately $0.79 per ADS. This represents an immediate increase in net tangible book value of approximately $0.06 per ADS to our existing shareholders and an immediate dilution in net tangible book value of approximately $0.31 per ADS to purchasers of the ADSs and accompanying warrants in this offering, as illustrated by the following table:

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ADSs

The material terms and provisions of our ADSs are described under the caption “Description of American Depositary Shares” in the accompanying prospectus. 

Warrants

 

The following is a summary of the material terms and provisions of the warrants that are being offered hereby. This summary is subject to and qualified in its entirety by the form of warrant, which has been provided to the investors in this offering and will be filed with the SEC as an exhibit to a Report on Form 6-K in connection with this offering and incorporated by reference into the registration statement of which this prospectus forms a part. Prospective investors should carefully review the terms and provisions of the form of warrant for a complete description of the terms and conditions of the warrants.

 

Duration and Exercise Price

 

 

Exercisability

 

The warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the number of ADSs purchased upon such exercise (except in the case of a cashless exercise as discussed below). A holder (together with its affiliates) may not exercise any portion of such holder’s warrants to the extent that the holder would own more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding ordinary shares immediately after exercise, except that upon at least 61 days’ prior notice from the holder to us, the holder may increase the amount of ownership of outstanding ordinary shares after exercising the holder’s warrants up to 9.99% of the number of ordinary shares outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the warrants. Purchasers in this offering may also elect prior to the issuance of warrants to have the initial exercise limitation set at 9.99% of our outstanding ordinary shares.

  

Cashless Exercise

 

 

Fundamental Transactions

 

In the event of any fundamental transaction, as described in the warrants and generally including any merger with or into another entity, sale of all or substantially all of our assets, tender offer or exchange offer, or reclassification of our ordinary shares, then upon any subsequent exercise of a ordinary shares warrant, the holder will have the right to receive as alternative consideration, for each share of our ordinary shares that would have been issuable upon such exercise immediately prior to the occurrence of such fundamental transaction, the number of ordinary shares of the successor or acquiring corporation or of our company, if it is the surviving corporation, and any additional consideration receivable upon or as a result of such transaction by a holder of the number of ordinary shares for which the ordinary shares warrant is exercisable immediately prior to such event. In certain circumstances, the holder will have the right to receive the Black Scholes Value of the warrant calculated pursuant to a formula set forth in the warrants, payable either in cash or in the same type or form of consideration that is being offered and being paid to the holders of our ADSs as described in the warrants.

 

Transferability

 

In accordance with its terms and subject to applicable laws, a warrant may be transferred at the option of the holder upon surrender of the warrant to us together with the appropriate instruments of transfer and payment of funds sufficient to pay any transfer taxes (if applicable).

 

Fractional Shares

 

 

Trading Market

 

There is no established trading market for any of the warrants, and we do not expect a market to develop. We do not intend to apply for a listing for any of the warrants on any securities exchange or other nationally recognized trading system. Without an active trading market, the liquidity of the warrants will be limited.

 

Rights as an ADS holder

 

Except as otherwise provided in the warrants or by virtue of the holders’ ownership of ordinary shares, the holders of warrants do not have the rights or privileges of holders of our ordinary shares, including any voting rights, until such warrant holders exercise their warrants.

Placement Agent Warrants

 

This summary is subject to and qualified in its entirety by the form of placement agent warrant, which has been provided to the placement agent in this offering and will be filed with the SEC as an exhibit to a Report on Form 6-K in connection with this offering and incorporated by reference into the registration statement of which this prospectus forms a part.

 

 

Pursuant to an engagement agreement dated July 21, 2022, we have engaged H.C. Wainwright & Co., LLC, or the placement agent, to act as our exclusive placement agent in connection with this offering of our ADSs and warrants pursuant to this prospectus supplement and accompanying prospectus. Under the terms of the engagement agreement, the placement agent has agreed to be our exclusive placement agent, on a reasonable best efforts basis, in connection with the issuance and sale by us of our ADSs in this takedown from our shelf registration statement. The terms of this offering were subject to market conditions and negotiations between us, the placement agent and prospective investors. The engagement agreement does not give rise to any commitment by the placement agent to purchase any of our securities, and the placement agent will have no authority to bind us by virtue of the engagement agreement. Further, the placement agent does not guarantee that it will be able to raise new capital in any prospective offering.

In addition, we agreed to issue warrants to the placement agent to purchase a number of ADSs equal to 5% of the aggregate number of ADSs sold to the investors in this offering, or 681,818 ADSs. The placement agent warrants will have an exercise price of $1.375 per ADS, which is equal to 125% of the combined offering price per ADS and accompanying warrant in this offering, and will have a term of five years from the commencement of the sales pursuant to this offering. The placement agent warrants will be exercisable immediately. The placement agent warrants will have substantially the same terms as the warrants being sold to the investors, with the exception of the following terms: (a) the exercise price of the placement agent warrants is $1.375 per ADS, (b) the Beneficial Ownership Limitation is 4.99%, (c) holders of placement agent warrants are not entitled to receive cash dividends or distribution or return of capital in the form of cash made to holders of ordinary shares or ADSs and (d) the placement agent warrants have a term of five years from the commencement of the sales pursuant to this offering.  The placement agent warrants and the ADSs representing ordinary shares issuable upon exercise thereof are being registered hereby.

 

The following table sets forth the per ADS and accompanying warrant and total cash placement agent’s fees we will pay to the placement agent in connection with the sale of the ADSs pursuant to this prospectus supplement and the accompanying prospectus:

Tail Financing Payments

 

We have agreed that the placement agent shall be entitled to compensation, with respect to any public or private offering or other financing or capital-raising transaction of any kind, a Tail Financing, to the extent that such financing or capital is provided to the Company by investors whom the placement agent had contacted during the term of its engagement or introduced to the Company during the term of the placement agent’s engagement by the Company if such Tail Financing is consummated at any time within the ten-month period following the expiration or termination of the placement agent’s engagement by the Company.

 

Pursuant to the securities purchase agreement with the investors in this offering, we have agreed that, for a period of 90 days following the closing of this offering, we will not issue, enter into an agreement to issue or announce the issuance or proposed issuance of our ADSs, ordinary shares or ordinary shares equivalents.

Indemnification

 

We have agreed to indemnify the placement agent and specified other persons against certain civil liabilities, including liabilities under the Securities Act, and the Securities Exchange Act of 1934, as amended, or the Exchange Act, and to contribute to payments that the placement agent may be required to make in respect of such liabilities.

 

Regulation M

 

Other Relationships

 

The placement agent and its affiliates may have provided us and our affiliates in the past, and may provide from time to time in the future, certain commercial banking, financial advisory, investment banking and other services for us and such affiliates in the ordinary course of their business, for which they have received, and may continue to receive, customary fees and commissions. In addition, from time to time, the placement agent and their affiliates may effect transactions for their own account or the account of customers, and hold on behalf of themselves or their customers, long or short positions in our debt or equity securities or loans, and may do so in the future. However, except as disclosed in this prospectus supplement, we have no present arrangements with the placement agent for any further services.

 

 

EXPENSES

 

The following table sets forth costs and expenses, other than any placement agent fees and expenses, we expect to incur in connection with the offering.

 

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About this Prospectus	1
Our Business	2
Risk Factors	2
Offer Statistics and Expected Timetable	2
Forward-Looking Statements	2
Capitalization	4
Use of Proceeds	5
Description of Ordinary Shares	5
Description of American Depositary Shares	9
Description of Debt Securities	14
Description of Subscription Rights	26
Description of Warrants	26
Description of Units	28
Taxation	28
Plan of Distribution	29
Legal Matters	31
Experts	31
Where You Can Find More Information	31
Incorporation of Certain Documents by Reference	32
Enforceability of Civil Liabilities	32
Expenses	33

	•	the initiation, timing, progress and results of our preclinical studies, clinical trials and other therapeutic candidate development efforts;
	•	the impact of the COVID-19 pandemic on our operations;
	•	our ability to advance our therapeutic candidates into clinical trials or to successfully complete our preclinical studies or clinical trials;

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our receipt of regulatory approvals for our therapeutic candidates, and the timing of other regulatory filings and approvals;

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the clinical development, commercialization and market acceptance of our therapeutic candidates;

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our ability to establish and maintain corporate collaborations;

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our ability to integrate new therapeutic candidates and new personnel;

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the interpretation of the properties and characteristics of our therapeutic candidates and of the results obtained with our therapeutic candidates in preclinical studies or clinical trials;

•

the implementation of our business model and strategic plans for our business and therapeutic candidates;

•

the scope of protection we are able to establish and maintain for intellectual property rights covering our therapeutic candidates and our ability to operate our business without infringing the intellectual property rights of others;

	•	estimates of our expenses, future revenues, capital requirements and our needs for and ability to access sufficient additional financing;
	•	risks related to changes in healthcare laws, rules and regulations in the United States or elsewhere;
	•	competitive companies, technologies and our industry;
	•	statements as to the impact of the political and security situation in Israel on our business.

		September 30, 2020
		(U.S. Dollars in thousands, except share data)
Non-Current Liabilities:
Warrants			5,600
Long-term loans, net of current maturities			3,554
Lease liabilities			1,601
Total non-current liabilities			10,755
Shareholders’ equity:
Ordinary shares, par value NIS 0.10 per share; Authorized 1,500,000,000 shares; Issued and outstanding: 296,508,550 shares as of September 30, 2020			8,281
Share premium			271,107
Capital reserve			12,835
Other comprehensive loss			(1,416	)
Accumulated deficit			(265,999	)
Total shareholders’ equity			24,808
Total capitalization			35,563

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34,904,449 ordinary shares issuable upon the exercise of outstanding warrants, at a weighted average exercise price of $1.14 per share, as of September 30, 2020;

	•	18,913,808 ordinary shares issuable upon the exercise of outstanding options, at a weighted average exercise price of $0.77 per share, as of September 30, 2020;
	•	77,142,885 ordinary shares represented by 5,142,859 ADSs issuable upon exercise of unregistered warrants issued to the investors in a private placement we completed in May 2020, or the May 2020 Private Placement, at an exercise price of $2.25 per ADS;
	•	3,857,145 ordinary shares represented by 257,143 ADSs issuable upon exercise of unregistered warrants issued to the placement agent or its designees as compensation in connection the May 2020 Private Placement, at an exercise price of $2.1875 per ADS;
	•	37,654,290 ordinary shares represented by 2,510,286 ADSs issuable upon exercise of unregistered warrants issued to the investors in a private placement we completed in June 2020, or the June 2020 Private Placement, at an exercise price of $2.25 per ADS;
	•	1,882,710 ordinary shares represented by 125,514 ADSs issuable upon exercise of unregistered warrants issued to the placement agent or its designees as compensation in connection with the June 2020 Private Placement, at an exercise price of $2.1875 per ADS;
	•	39,535,995 ordinary shares represented by 2,635,733 ADSs issued in an “at the market” equity offering under the Offering Agreement since September 30, 2020; and
	•	13,125,000 ordinary shares represented by 875,000 ADSs issued upon exercise of unregistered warrants issued to investors at an exercise price of $2.25 per ADS since September 30, 2020.

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the exercise of our Board of Director’s powers by a general meeting, if our Board of Directors is unable to exercise its powers and the exercise of any of its powers is required for our proper management.

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an appointment or removal of directors;

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authorizing the chairman of the board of directors or his relative to act as the company’s chief executive officer or act with such authority; or authorize the company’s chief executive officer or his relative to act as the chairman of the board of directors or act with such authority;

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any other matter in respect of which there is a provision in the articles of association providing that decisions of the general meeting may also be passed by written ballot; and

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other matters which may be prescribed by Israel’s Minister of Justice.

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a fee of $5.00 or less per 100 ADSs (or a portion thereof) for the execution and delivery of ADRs and the surrender of ADRs, including if the deposit agreement terminates;

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a fee of $.05 or less per ADS (or portion thereof) for any cash distribution made pursuant to the deposit agreement;

•

a fee for the distribution of securities pursuant to the deposit agreement;

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in addition to any fee charged for a cash distribution, a fee of $.05 or less per ADS (or portion thereof) per annum for depositary services;

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any other charges payable by the Depositary, any of the Depositary’s agents, or the agents of the Depositary’s agents in connection with the servicing of ordinary shares or other Deposited Securities.

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are only obligated to take the actions specifically set forth in the deposit agreement without negligence or bad faith;

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are not liable if we are or it is prevented or delayed by law or by events or circumstances beyond our or its ability to prevent or counteract with reasonable care or effort from performing our or its obligations under the deposit agreement;

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are not liable if we or it exercise discretion permitted under the deposit agreement;

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are not liable for the inability of any holder of ADSs to benefit from any distribution on deposited securities that is not made available to holders of ADSs under the terms of the deposit agreement, or for any special, consequential or punitive damages for any breach of the terms of the deposit agreement;

•

have no obligation to become involved in a lawsuit or other proceeding related to the ADSs or the deposit agreement on your behalf or on behalf of any other person;

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are not liable for the acts or omissions of any securities depository, clearing agency or settlement system; and

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the designation or title of the series of debt securities;

•

the total principal amount of the series of debt securities;

•

the percentage of the principal amount at which the series of debt securities will be offered;

•

the date or dates on which principal will be payable;

•

the rate or rates (which may be either fixed or variable) and/or the method of determining such rate or rates of interest, if any;

•

the date or dates from which any interest will accrue, or the method of determining such date or dates, and the date or dates on which any interest will be payable;

•

whether any interest may be paid by issuing additional securities of the same series in lieu of cash (and the terms upon which any such interest may be paid by issuing additional securities);

•

the terms for redemption, extension or early repayment, if any;

•

the currencies in which the series of debt securities are issued and payable;

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whether the amount of payments of principal, premium or interest, if any, on a series of debt securities will be determined with reference to an index, formula or other method (which could be based on one or more currencies, commodities, equity indices or other indices) and how these amounts will be determined;

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the place or places, if any, other than or in addition to the Borough of Manhattan in the City of New York, of payment, transfer, conversion and/or exchange of the debt securities;

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the denominations in which the offered debt securities will be issued (if other than $1,000 and any integral multiple thereof for registered securities);

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the provision for any sinking fund;

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any restrictive covenants;

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any Events of Default (as defined below);

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whether the series of debt securities are issuable in certificated form;

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any provisions for defeasance or covenant defeasance;

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any provisions regarding any future changes or modifications of the terms of the series of debt securities in light of the requirements under applicable law for effecting such changes or modifications;

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any special Israeli and/or U.S. federal income tax implications, including, if applicable, Israeli and/or U.S. federal income tax considerations relating to original issue discount;

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whether and under what circumstances we will pay additional amounts in respect of any tax, assessment or governmental charge and, if so, whether we will have the option to redeem the debt securities rather than pay the additional amounts (and the terms of this option);

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any provisions for convertibility or exchangeability of the debt securities into or for any other securities;

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whether the debt securities are subject to subordination and the terms of such subordination;

•

whether the debt securities are secured or unsecured and the terms of any security interests;

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the listing, if any, on a securities exchange; and

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any other terms.

•

how it handles securities payments and notices;

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whether it imposes fees or charges;

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how it would handle a request for the holders’ consent, if ever required;

•

whether and how you can instruct it to send you debt securities registered in your own name so you can be a holder, if that is permitted in the future for a particular series of debt securities;

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how it would exercise rights under the debt securities if there were a default or other event triggering the need for holders to act to protect their interests; and

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if the debt securities are in book-entry form, how the depositary’s rules and procedures will affect these matters.

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An investor cannot cause the debt securities to be registered in his or her name and cannot obtain certificates for his or her interest in the debt securities, except in the special situations we describe below.

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An investor will be an indirect holder and must look to his or her own bank or broker for payments on the debt securities and protection of his or her legal rights relating to the debt securities, as we describe under “Issuance of Securities in Registered Form” above.

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An investor may not be able to sell interests in the debt securities to some insurance companies and other institutions that are required by law to own their securities in non-book-entry form.

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An investor may not be able to pledge his or her interest in a global security in circumstances where certificates representing the debt securities must be delivered to the lender or other beneficiary of the pledge in order for the pledge to be effective.

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The depositary’s policies, which may change from time to time, will govern payments, transfers, exchanges and other matters relating to an investor’s interest in a global security. We and the trustee have no responsibility for any aspect of the depositary’s actions or for its records of ownership interests in a global security. We and the trustee also do not supervise the depositary in any way.

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If we redeem less than all the debt securities of a particular series being redeemed, DTC’s practice is to determine by lot the amount to be redeemed from each of its participants holding that series.

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An investor is required to give notice of the exercise of any option to elect repayment of its debt securities, through its participant, to the applicable trustee and to deliver the related debt securities by causing its participant to transfer its interest in those debt securities, on DTC’s records, to the applicable trustee.

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DTC requires that those who purchase and sell interests in a global security deposited in its book‑entry system use immediately available funds. Your broker or bank may also require you to use immediately available funds when purchasing or selling interests in a global security.

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Financial institutions that participate in the depositary’s book‑entry system, and through which an investor holds its interest in a global security, may also have their own policies affecting payments, notices and other matters relating to the debt securities. There may be more than one financial intermediary in the chain of ownership for an investor. We do not monitor and are not responsible for the actions of any of those intermediaries.

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We do not pay interest on a debt security of the series within thirty (30) days of its due date.

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We do not pay the principal of, or any premium on, a debt security of the series on its due date.

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We do not deposit any sinking fund payment in respect of debt securities of the series within two (2) business days of its due date.

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We remain in breach of a covenant in respect of debt securities of the series for sixty (60) days after we receive a written notice of default stating we are in breach. The notice must be sent by either the trustee or holders of at least 25% of the principal amount of debt securities of the series.

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We file for bankruptcy or certain other events of bankruptcy, insolvency or reorganization occur.

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Any other Event of Default in respect of debt securities of the series described in the applicable prospectus supplement occurs.

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You must give your trustee written notice that an Event of Default has occurred and remains uncured.

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The holders of at least 25% in principal amount of all outstanding debt securities of the relevant series must make a written request that the trustee take action because of the default and must offer reasonable indemnity to the trustee against the cost and other liabilities of taking that action.

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The trustee must not have taken action for sixty (60) days after receipt of the above notice and offer of indemnity.

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The holders of a majority in principal amount of the debt securities must not have given the trustee a direction inconsistent with the above notice during that sixty (60) day period.

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the payment of principal, any premium or interest; or

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in respect of a covenant that cannot be modified or amended without the consent of each holder.

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Where we merge out of existence or sell our assets, the resulting entity must agree to be legally responsible for our obligations under the debt securities.

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The merger or sale of assets must not cause a default on the debt securities and we must not already be in default (unless the merger or sale would cure the default). For purposes of this no‑default test, a default would include an Event of Default that has occurred and has not been cured, as described under “Events of Default” above. A default for this purpose would also include any event that would be an Event of Default if the requirements for giving us a notice of default or our default having to exist for a specific period of time were disregarded.

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We must deliver certain certificates and documents to the trustee.

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We must satisfy any other requirements specified in the prospectus supplement relating to a particular series of debt securities.

•

change the stated maturity of the principal of, or interest on, a debt security;

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reduce any amounts due on a debt security;

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reduce the amount of principal payable upon acceleration of the maturity of a security following a default;

•

adversely affect any right of repayment at the holder’s option;

•

change the place (except as otherwise described in the prospectus or prospectus supplement) or currency of payment on a debt security;

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impair the right of a holder of the debt securities to sue for payment;

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adversely affect any right to convert or exchange a debt security in accordance with its terms;

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modify the subordination provisions in the indenture in a manner that is adverse to holders of the debt securities;

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reduce the percentage of holders of debt securities whose consent is needed to modify or amend the indenture;

•

reduce the percentage of holders of debt securities whose consent is needed to waive compliance with certain provisions of the indenture or to waive certain defaults;

•

modify any other aspect of the provisions of the indenture dealing with supplemental indentures, modification and waiver of past defaults, changes to the quorum or voting requirements or the waiver of certain covenants; and

•

change any obligation we have to pay additional amounts.

•

If the change affects only one series of debt securities, it must be approved by the holders of a majority in principal amount of that series.

•

If the change affects more than one series of debt securities issued under the same indenture, it must be approved by the holders of a majority in principal amount of all of the series affected by the change, with all affected series voting together as one class for this purpose.

•

For original issue discount securities, we will use the principal amount that would be due and payable on the voting date if the maturity of these debt securities were accelerated to that date because of a default.

•

For debt securities whose principal amount is not known (for example, because it is based on an index), we will use the principal face amount at original issuance or a special rule for that debt security described in the prospectus supplement.

•

For debt securities denominated in one (1) or more foreign currencies, we will use the dollar equivalent.

•

If the debt securities of the particular series are denominated in dollars, we must deposit in trust for the benefit of all holders of such debt securities a combination of money and U.S. government or U.S. government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on the debt securities on their various due dates and any mandatory sinking fund payments or analogous payments.

•

We must deliver to the trustee a legal opinion of our counsel confirming that, under current U.S. federal income tax law, we may make the above deposit without causing you to be taxed on the debt securities any differently than if we did not make the deposit and just repaid the debt securities ourselves at maturity.

•

We must deliver to the trustee a legal opinion of our counsel stating that the above deposit does not require registration by us under the Investment Company Act of 1940, as amended, or the 1940 Act, and a legal opinion and officers’ certificate stating that all conditions precedent to covenant defeasance have been complied with.

•

Defeasance must not result in a breach of the indenture or any of our other material agreements.

•

Satisfy the conditions for covenant defeasance contained in any supplemental indentures.

•

If the debt securities of the particular series are denominated in dollars, we must deposit in trust for the benefit of all holders of such debt securities a combination of money and U.S. government or U.S. government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on the debt securities on their various due dates and any mandatory sinking fund payments or analogous payments.

•

We must deliver to the trustee a legal opinion confirming that there has been a change in current U.S. federal tax law or an IRS ruling that allows us to make the above deposit without causing you to be taxed on the debt securities any differently than if we did not make the deposit and just repaid the debt securities ourselves at maturity. Under current U.S. federal tax law, the deposit and our legal release from the debt securities would be treated as though we paid you your share of the cash and notes or bonds at the time the cash and notes or bonds were deposited in trust in exchange for your debt securities and you would recognize gain or loss on the debt securities at the time of the deposit.

•

We must deliver to the trustee a legal opinion of our counsel stating that the above deposit does not require registration by us under the 1940 Act and a legal opinion and officers’ certificate stating that all conditions precedent to defeasance have been complied with.

•

Defeasance must not result in a breach of the indenture or any of our other material agreements.

•

Satisfy the conditions for covenant defeasance contained in any supplemental indentures.

•

only in fully registered certificated form;

•

without interest coupons; and

•

unless we indicate otherwise in the prospectus supplement, in denominations of $1,000 and amounts that are multiples of $1,000.

•

our indebtedness (including indebtedness of others guaranteed by us), whenever created, incurred, assumed or guaranteed, for money borrowed, that we have designated as “Designated Senior Indebtedness” for purposes of the indenture and in accordance with the terms of the indenture (including any indenture securities designated as Designated Senior Indebtedness); and

•

renewals, extensions, modifications and refinancings of any of this indebtedness.

•

the price, if any, for the subscription rights;

•

the exercise price payable for each ordinary share and/or ADS upon the exercise of the subscription rights;

•

the number of subscription rights to be issued to each shareholder;

•

the number and terms of the ordinary shares and/or ADSs which may be purchased per each subscription right;

•

the extent to which the subscription rights are transferable;

•

any other terms of the subscription rights, including the terms, procedures and limitations relating to the exchange and exercise of the subscription rights;

•

the date on which the right to exercise the subscription rights shall commence, and the date on which the subscription rights shall expire;

•

the extent to which the subscription rights may include an over-subscription privilege with respect to unsubscribed securities; and

•

if applicable, the material terms of any standby underwriting or purchase arrangement which may be entered into by us in connection with the offering of subscription rights.

●

the offering price;

●

the aggregate number or amount of underlying securities purchasable upon exercise of the warrants and the exercise price;

●

the number of warrants being offered;

●

the date, if any, after which the warrants and the underlying securities will be transferable separately;

●

the date on which the right to exercise the warrants will commence, and the date on which the right will expire, or the Expiration Date;

●

the number of warrants outstanding, if any;

●

any material Israeli and/or U.S. federal income tax consequences;

●

the terms, if any, on which we may accelerate the date by which the warrants must be exercised; and;

●

any other terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants.

●

the trading price of the warrants;

●

the price of the underlying securities at that time;

●

the time remaining to expiration; and

●

any related transaction costs.

●

the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately;

●

the material terms of a unit agreement under which the units will be issued;

●

any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units; and

●

whether the units will be issued in fully registered or global form.

●

a stabilizing bid means the placing of any bid, or the effecting of any purchase, for the purpose of pegging, fixing or maintaining the price of a security.

●

a syndicate covering transaction means the placing of any bid on behalf of the underwriting syndicate or the effecting of any purchase to reduce a short position created in connection with the offering.

●

a penalty bid means an arrangement that permits the managing underwriter to reclaim a selling concession from a syndicate member in connection with the offering when offered securities originally sold by the syndicate member are purchased in syndicate covering transactions.

●

our Annual Report on Form 20-F for the year ended December 31, 2019, filed with the SEC on March 12, 2020; and

●

our Report on Form 6-K filed with the SEC on May 20, 2020, May 26, 2020 (two filings), May 27, 2020, May 28, 2020, June 1, 2020, June 3, 2020, August 6, 2020, August 19, 2020 (two filings), September 24, 2020, September 25, 2020, October 29, 2020, October 30, 2020, November 18, 2020, November 23, 2020 and December 16, 2020 (two filings)  (in each case, to the extent expressly incorporated by reference into our effective registration statements filed by us under the Securities Act).

●

the judgments are obtained after due process before a court of competent jurisdiction, according to the laws of the state in which the judgment is given and the rules of private international law currently prevailing in Israel;

●

the prevailing law of the foreign state in which the judgments were rendered allows for the enforcement of judgments of Israeli courts;

●

adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard and to present his or her evidence;

●

the judgments are not contrary to public policy of Israel, and the enforcement of the civil liabilities set forth in the judgment is not likely to impair the security or sovereignty of Israel;

●

the judgments were not obtained by fraud and do not conflict with any other valid judgments in the same matter between the same parties;

●

an action between the same parties in the same matter is not pending in any Israeli court at the time the lawsuit is instituted in the foreign court; and

●

the judgment is enforceable according to the laws of Israel and according to the law of the foreign state in which the relief was granted.

SEC registration fees		$	7,506.65
FINRA filing fee		$	10,820.78
Legal fees and expenses		$	*
Accountants fees and expenses		$	*
Printing Fees		$	*
Miscellaneous		$	*
Total		$	*

*	These fees and expenses depend on the securities offered and the number of issuances and accordingly cannot be estimated at this time.

 

13,636,365 American Depositary Shares Representing 204,545,475 Ordinary Shares

Warrants to Purchase 13,636,365 American Depositary Shares Representing 204,545,475 Ordinary Shares

 

Placement Agent Warrants to Purchase 681,818 American Depositary Shares Representing 10,227,270 Ordinary Shares

 

 

 

 

 

PROSPECTUS SUPPLEMENT

 

 

 

H.C. Wainwright & Co.

 

September 18, 2022

 

 

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