Placement Agent Warrants to Purchase 2,500,000 American Depositary Shares Representing 37,500,000 Ordinary Shares

Up to 68,167,878 American Depositary Shares Representing up to 1,022,518,170 Ordinary Shares underlying

the Pre-Funded Warrants, Warrants and Placement Agent Warrants

Our ADSs are listed on The Nasdaq Capital Market, or Nasdaq, under the symbol “BLRX.” On January 3, 2025, the closing price of the ADSs on Nasdaq was $0.27 per ADS. Our ordinary shares trade on the Tel Aviv Stock Exchange, or the TASE, under the symbol “BLRX.” On January 5, 2025, the last reported sale price of our ordinary shares on the TASE was NIS 0.076 or $0.021 per share (based on the exchange rate reported by the Bank of Israel on January 3, 2025, which was NIS = $3.656). We do not intend to apply for listing of the pre-funded warrants or warrants on the Nasdaq or any securities exchange or nationally recognized trading system. Without an active trading market, the liquidity of the pre-funded warrants and warrants will be limited.

Delivery of the ADSs and the warrants is expected to be made on or about January 7, 2025.

 

H.C. Wainwright & Co.

____________________________________

Prospectus Supplement dated January 6, 2025

This prospectus supplement, the accompanying prospectus and the information incorporated by reference herein and therein include trademarks, service marks and trade names owned by us or other companies. Solely for convenience, trademarks referred to in this prospectus, including logos, artwork and other visual displays, may appear without the ® or ™ symbols. We do not intend our use or display of other companies’ trade names or trademarks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. All trademarks, service marks and trade names included or incorporated by reference into this prospectus supplement or the accompanying prospectus are the property of their respective owners.

Following the License Agreement, we shut down our commercial operations in the United States and undertook certain cost-cutting and workforce reduction measures. These measures are expected to reduce our annual cash burn, effective January 1, 2025, by approximately 70%. Our independent auditors do not express an opinion with respect to this prospective financial information.

MTS Health Partners, L.P. (“MTS”) served as the exclusive financial advisor to the Company in connection with the License Agreement, pursuant to which the Company paid MTS a fee of $2 million.

On November 20, 2024, we also entered into a securities purchase agreement, or the Purchase Agreement, with certain funds associated with Highbridge Capital Management LLC providing for the issuance and sale, in a registered direct offering, or the November 2024 Registered Direct Offering, of 16,471,449 ADSs (or pre-funded warrants to purchase ADSs in lieu of ADSs). Each ADS and pre-funded warrant was sold together with a number of warrants equal to 50% of the aggregate number of ADSs and pre-funded warrants sold in the November 2024 Registered Direct Offering, or in total ordinary warrants to purchase up to an aggregate of 8,235,724 ADSs, at a combined purchase price of $0.5464 per ADS and accompanying ordinary warrant and $0.5463 per pre-funded warrant and accompanying ordinary warrant. The pre-funded warrants are immediately exercisable at an exercise price of $0.0001 per ADS, subject to adjustment as set forth therein, and will not expire until exercised in full. The ordinary warrants have an exercise price of $0.5900 per ADS, subject to adjustment as set forth therein, are immediately exercisable, and have a 4-year term from the issuance date. Aggregate gross proceeds from the November 2024 Registered Direct Offering (without taking into account any proceeds from any future exercises of warrants) was $9.0 million. The November 2024 Registered Direct Offering closed on November 21, 2024.

In this offering, we will sell 34,332,122 ADSs representing 514,981,830 ordinary shares, which represent approximately 26% of our outstanding ordinary shares as of January 6, 2025, after giving effect to the ordinary shares represented by the ADSs sold in this offering. In addition, we will sell pre-funded warrants to purchase up to an aggregate of 15,667,878 ADSs, representing 235,018,170 of our ordinary shares, and for each ADS and pre-funded warrant purchased in this offering, the investors will receive a warrant to purchase one ADS (a total of warrants to purchase an aggregate of 50,000,000 ADSs, represented by 750,000,000 ordinary shares). This sale and any future sales of a substantial number of ADSs in the public market or the perception that such sales may occur, could cause the market price of our ADSs to decline.

After giving effect on a pro forma basis to (A) the sale in the November 2024 Registered Direct Offering (i) 4,121,493 ADSs, representing 61,822,395 ordinary shares, and warrants to purchase up to an aggregate of 2,060,746 ADSs, representing 30,911,198 ordinary shares, at a combined purchase price of $0.5464 per ADS and associated warrant, and (ii) pre-funded warrants to purchase up to an aggregate of 12,349,956 ADSs, representing 185,249,340 ordinary shares, and warrants to purchase up to an aggregate of 6,174,978 ADSs, representing 92,624,670 ordinary shares in the November 2024 Registered Direct Offering, at a combined purchase price of $0.5463 per pre-funded warrant and associated warrant, and after offering expenses payable by us in connection with the November 2024 Registered Direct Offering, resulting in net proceeds of approximately $8.9 million and (B) the sale of an aggregate of 5,676,396 ADSs representing 85,145,940 ordinary shares at an average price of $0.29 per ADS, for aggregate gross proceeds of approximately $1.6 million, after deducting sales agent fees and estimated aggregate offering expenses payable by us, our pro forma net tangible book value as of September 30, 2024 would have been approximately $5.8 million, or $0.06 per ADS.

We intend to use the net proceeds of this offering for research and development activities, the expansion of our pipeline of potential drug candidates, and working capital and general corporate purposes. The amounts and timing of our use of the net proceeds will vary depending on a number of factors, including the amount of cash generated or used by our operations, and the rate of growth, if any, of our business. As a result, we will retain broad discretion in the allocation of the net proceeds of this offering.

Pending our use of the net proceeds from this offering, we intend to invest the net proceeds in a variety of capital preservation investments, including short-term, investment-grade, interest-bearing instruments and U.S. government securities.

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.

 

The material terms of the placement agent warrants are substantially the same as those issuable to the investors, as described above, with the exception of the following terms:  (a) the exercise price of the placement agent warrants is $0.25 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.  See “Plan of Distribution”.

Pursuant to an engagement agreement dated July 24, 2024, as amended on December 30, 2024, 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.

We have entered into a securities purchase agreement directly with investors in connection with this offering, and we will only sell our securities offered hereby to investors who have entered into the securities purchase agreement.

We expect to deliver the ADSs and the warrants being offered pursuant to this prospectus supplement and the accompanying prospectus on or about January 7, 2025, subject to satisfaction of certain customary closing conditions.

We have agreed to pay the placement agent a total cash fee equal to 7.0% of the gross proceeds of this offering. We will also pay the placement agent a management fee equal to 1.0% of the gross proceeds raised in this offering, a non-accountable expense allowance of $25,000, $40,000 for accountable expenses and clearing fees of $15,950. We estimate our total expenses associated with the offering, excluding placement agent fees and expenses, will be approximately $0.2 million.

 

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:

 

		Per ADS and Accompanying Warrant				Per Pre-Funded Warrant and Accompanying Warrant				Total
Offering price		$	0.20			$	0.1999				10,000,000
Placement agent’s fees (1)			0.014				0.014				700,000
Proceeds, before expenses, to us (2)		$	0.186			$	0.1859			$	9,300,000

 

After deducting those fees and expenses due to the placement agent and our other estimated offering expenses, we expect the net proceeds from this offering to be approximately $8.9 million.

 

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.

 

Lock-up Restrictions

 

Pursuant to the securities purchase agreement with the investors in this offering, we have agreed that, for a period of 60 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.

 

We have also agreed that, for a period of twelve months following the closing date of this offering, we will not (i) issue or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, additional ADSs or ordinary shares either (A) at a conversion price, exercise price or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the ADSs or ordinary shares at any time after the initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to our business or the market for the ADSs or ordinary shares or (ii) enter into, or effects a transaction under, any agreement, including, but not limited to, an equity line of credit, “at-the-market” offering or similar transactions whereby we may issue securities at a future determined price, such transactions in (i) and (ii) above being “Variable Rate Transactions”. However, the prohibition of Variable Rate Transactions as described above shall not restrict us from issuing ADSs and/or ordinary shares under an at the market offering program with the placement agent as the sales agent following the date that is 60 days after the closing date of this offering.

In addition, all of our directors and executive officers have agreed with the placement agent, subject to certain exceptions, not to offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise), directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to, any shares of our common stock or securities convertible into or exercisable or exchangeable for our common stock, for a period of 60 days after the closing of this offering.

 

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

 

The placement agent may be deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act, and any commissions received by it, and any profit realized on the resale of the securities sold by it while acting as principal, might be deemed to be underwriting discounts or commissions under the Securities Act. As an underwriter, the placement agent would be required to comply with the requirements of the Securities Act and the Securities Exchange Act of 1934, as amended, or Exchange Act, including, without limitation, Rule 415(a)(4) under the Securities Act, Rule 10b-5 and Regulation M under the Exchange Act. These rules and regulations may limit the timing of purchases and sales of ADSs, ordinary shares and warrants by the placement agent acting as principal. Under these rules and regulations, the placement agent:

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.

 

The placement agent acted as our exclusive placement agent in connection with our registered direct offerings we consummated in May and June 2020 and September 2022, our sole underwriter in connection with the bought deal offering we consummated in January 2021, and as our sales agent in our at-the-market offering programs for which it received compensation.

About this Prospectus	1
Our Business	2
Risk Factors	3
Offer Statistics and Expected Timetable	4
Forward-Looking Statements	5
Capitalization	6
Use of Proceeds	7
Description of Ordinary Shares	8
Description of American Depositary Shares	13
Description of Debt Securities	18
Description of Subscription Rights	30
Description of Warrants	31
Description of Units	33
Taxation	34
Plan of Distribution	35
Legal Matters	38
Experts	39
Where You Can Find More Information	40
Incorporation of Certain Documents by Reference	41
Enforceability of Civil Liabilities	42
Expenses	43

•

the initiation, timing, progress and results of our preclinical studies, clinical trials, and other therapeutic candidate development efforts;

•

our ability to advance our therapeutic candidates into clinical trials or to successfully complete our preclinical studies or clinical trials;

•

whether the clinical trial results for APHEXDA will be predictive of real-world results;

•

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

•

the clinical development, commercialization, and market acceptance of our therapeutic candidates, including the degree and pace of market uptake of APHEXDA;

•

whether access to APHEXDA is achieved in a commercially viable manner and whether APHEXDA receives adequate reimbursement from third-party payors;

•

our ability to establish, manage, and maintain corporate collaborations, as well as the ability of our collaborators to execute on their development and commercialization plans;

•

our ability to integrate new therapeutic candidates and new personnel;

•

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 that 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 need for and ability to access sufficient additional financing, including any unexpected costs or delays in the ongoing commercial launch of APHEXDA;

•

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, including the impact of Israel’s war with Hamas and other militant groups, which may exacerbate the magnitude of the factors discussed above.

•

102,437,055 ordinary shares represented by 6,829,137 ADSs issued in a private placement at a purchase price of $2.136 per ADS that closed in October 2023;

•

221,511,544 ordinary shares represented by 14,767,436 ADSs issuable upon the exercise of outstanding warrants, at a weighted average exercise price of $0.17 per share (and $2.58 per ADS);

•

118,902,810 ordinary shares represented by 7,926,854 ADSs issuable upon the exercise of outstanding options under our Amended and Restated 2003 Share Incentive Plan, or the Share Incentive Plan, at a weighted average exercise price of $0.12 per share (and $1.77 per ADS);

•

32,542,380 ordinary shares represented by 2,169,492 ADSs issuable upon the vesting of restricted stock units and performance stock units under our Share Incentive Plan; and

•

19,643,388 ordinary shares represented by 1,309,559 ADSs reserved for future issuance under our Share Incentive Plan.

•

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.

•

an appointment or removal of directors;

•

an approval of transactions with office holders, a controlling shareholder or parties related to the foregoing;

•

an approval of a merger;

•

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;

•

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

•

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

•

make the rights available to all or certain holders of ADSs, by means of warrants or otherwise, if lawful and practically feasible; or

•

attempt to sell those rights or warrants or other instruments.

•

payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties for the transfer of any shares or other deposited securities; and

•

satisfactory proof of the identity and genuineness of any signature or other information it deems necessary.

•

collect dividends and other distributions pertaining to deposited securities;

•

sell rights as described under the heading “Dividends, other distributions and rights — Rights to subscribe for additional ordinary shares and other rights” above; and

•

deliver deposited securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for surrendered ADSs.

•

taxes and other governmental charges;

•

any applicable transfer or registration fees;

•

certain cable, telex and facsimile transmission charges as provided in the deposit agreement;

•

any expenses incurred in the conversion of foreign currency;

•

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;

•

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;

•

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;

•

a fee for the distribution of proceeds of rights that the Depositary sells pursuant to the deposit agreement; and

•

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.

•

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

•

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;

•

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

•

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;

•

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

•

may rely upon any documents we believe or it believes in good faith to be genuine and to have been signed or presented by the proper person.

•

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;

•

whether the amount of any 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;

•

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;

•

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

•

the provision for any sinking fund;

•

any restrictive covenants;

•

any Events of Default (as defined below);

•

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

•

any provisions for defeasance or covenant defeasance;

•

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;

•

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;

•

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);

•

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

•

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;

•

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

•

any other terms.

•

how it handles securities payments and notices;

•

whether it imposes fees or charges;

•

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;

•

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

•

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

•

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.

•

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.

•

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.

•

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.

•

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.

•

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.

•

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.

•

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.

•

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.

•

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

•

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

•

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.

•

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.

•

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

•

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

•

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

•

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.

•

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

•

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.

•

the payment of principal, any premium or interest; or

•

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

•

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.

•

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.

•

We must deliver certain certificates and documents to the trustee.

•

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;

•

reduce any amounts due on a debt security;

•

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;

•

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

•

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

•

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

•

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.

•

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

●

through agents;

●

to or through one or more underwriters on a firm commitment or agency basis;

●

through put or call option transactions relating to the securities;

●

to or through dealers, who may act as agents or principals, including a block trade (which may involve crosses) in which a broker or dealer so engaged will attempt to sell as agent but may position and resell a portion of the block as principal to facilitate the transaction;

●

through privately negotiated transactions;

●

purchases by a broker or dealer as principal and resale by such broker or dealer for its own account pursuant to this prospectus;

●

directly to purchasers, including our affiliates, through a specific bidding or auction process, on a negotiated basis or otherwise; to or through one or more underwriters on a firm commitment or best efforts basis;

●

exchange distributions and/or secondary distributions;

●

ordinary brokerage transactions and transactions in which the broker solicits purchasers;

●

in “at-the-market” offerings, within the meaning of Rule 415(a)(4) of the Securities Act to or through a market maker or into an existing trading market, on an exchange or otherwise;

●

transactions not involving market makers or established trading markets, including direct sales or privately negotiated transactions;

●

transactions in options, swaps or other derivatives that may or may not be listed on an exchange or

●

through any other method permitted pursuant to applicable law; or

●

through a combination of any such methods of sale.

●

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.

●

the judgment was rendered by a court which was, according to the laws of the state of the court, competent to render the judgment;

●

the obligation imposed by the judgment is enforceable according to the rules relating to the enforceability of judgments in Israel and the substance of the judgment is not contrary to public policy; and

●

the judgment was given in a state whose laws do not provide for the enforcement of judgments of Israeli courts (subject to exceptional cases);

●

the enforcement of the judgment is likely to prejudice the sovereignty or security of the State of Israel;

●

the opportunity given to the defendant to bring its arguments and evidence before the court was not reasonable in the opinion of the Israeli court;

●

the judgment was rendered by a court not competent to render it according to the laws of private international law as they apply in Israel;

●

the judgment is contradictory to another judgment that was given in the same matter between the same parties and that is still valid; or

●

at the time the action was brought in the foreign court, a lawsuit in the same matter and between the same parties was pending before a court or tribunal in Israel.

SEC registration fees		$	27,959
FINRA filing fee		$	38,000
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.

Placement Agent Warrants to Purchase 2,500,000 American Depositary Shares Representing 37,500,000 Ordinary Shares

 

PROSPECTUS SUPPLEMENT

 

 

 

H.C. Wainwright & Co.

 

January 6, 2025