UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2013
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BioLineRx Ltd.
(Translation of Registrant’s name into English)
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P.O. Box 45158
19 Hartum Street
Jerusalem 91450, Israel
(Address of Principal Executive Offices)
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Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F x Form 40-F o
Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
Yes o No x
Item 8.01 Other Events
BioLineRx Ltd. (the “Company”) announced today that on February 12, 2013 it closed its previously announced direct placement to leading healthcare investor, OrbiMed Israel Limited Partnership. As a result, the Company sold 2,666,667 American Depositary Shares (“ADSs”), each representing ten (10) of its Ordinary Shares, and 1,600,000 warrants to purchase an additional 1,600,000 ADSs, at a unit price of $3.00. The warrants have an exercise price of $3.94 per warrant and are exercisable for a term of five years. The Company received proceeds of approximately $8 million, before deducting customary offering expenses, which it expects to use to fund clinical trials and for working capital and general corporate purposes. A copy of the press release announcing the closing of the transaction is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On February 12, 2013, Yigal Arnon & Co. issued its opinion, a copy of which is filed as an exhibit to this report, with respect to the legality of the issuance by the Company of the Ordinary Shares underlying the ADSs sold pursuant to the prospectus and the related prospectus supplement filed by the Company with the U.S. Securities and Exchange Commission on February 6, 2013. A copy of the opinion is attached hereto as Exhibit 5.1.
On February 12, 2013, Morrison & Foerster LLP issued its opinion, a copy of which is filed as an exhibit to this report, with respect to the legality of the sale by the Company of the ADSs and Warrants sold pursuant to the prospectus and the related prospectus supplement filed by the Company with the U.S. Securities and Exchange Commission on February 6, 2013. A copy of the opinion is attached hereto as Exhibit 5.2.
Exhibit Index
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Exhibit 5.1
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Opinion of Yigal Arnon & Co., Israeli Counsel to the Company
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Exhibit 5.2
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Opinion of Morrison & Foerster LLP, U.S. Counsel to the Company
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Exhibit 99.1
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Press release dated February 13, 2013 |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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BioLineRx Ltd.
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By:
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/s/ Philip Serlin
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Philip Serlin
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Chief Financial and Operating Officer
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Date: February 13, 2013
Exhibit 5.1
Tel Aviv | February 12, 2013
BioLineRx Ltd.
P.O. Box 45158
19 Hartum Street
Jerusalem 91450
Israel
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Re:
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BioLineRx Ltd. — 2,666,667 American Depositary Shares Representing 26,666,670 Ordinary Shares and Warrants to Purchase 1,600,000 American Depositary Shares
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Dear Sir and Madam:
We have acted as Israeli counsel to BioLineRx, Ltd., (the “Company”) in connection with the issuance and sale of (i) an aggregate of 2,666,667 American Depositary Shares (“ADSs”), each representing ten (10) ordinary shares, NIS 0.01 par value per share of the Company (“Ordinary Shares”), being offered by the Company and (ii) a warrant issued on February 12, 2013 (the "Warrant") to purchase 1,600,000 ADSs (the “Warrant ADSs”) at an exercise price of $3.94 per ADS, pursuant to the terms of a Subscription Agreement dated February 6, 2013 (the “Subscription Agreement”) between the Company and OrbiMed Israel Partners Limited Partnership. The ADSs and Warrant are being issued pursuant to a registration statement on Form F-3 (Registration Statement No. 333-182997) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), the prospectus dated August 14, 2012, and the prospectus supplement dated February 6, 2013, filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations of the Securities Act.
As counsel to the Company in Israel, we have examined copies of the Memorandum of Association and the Articles of Association, as amended, of the Company and such corporate records, instruments, and other documents relating to the Company and such matters of law as we have considered necessary or appropriate for the purpose of rendering this opinion. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to authentic originals of all documents submitted to us as copies.
Based on the foregoing, we advise you that in our opinion (i) the Ordinary Shares underlying the ADSs are duly authorized, legally issued, fully-paid and non-assessable; (ii) the Warrant has been duly authorized, legally issued, fully-paid and non-assessable; and (iii) the Ordinary Shares underlying the Warrant ADSs, when fully-paid for and issued, will be duly authorized, legally issued, fully paid and non-assessable.
We are members of the Israeli bar, and the opinions expressed herein are limited to questions arising under the laws of the State of Israel, and we disclaim any opinion whatsoever with respect to matters governed by the laws of any other jurisdiction.
We hereby consent to the use of this opinion as Exhibit 5.1 to the Company’s Current Report on Form 6-K to be filed with the Commission on or about February 12, 2013, which will be incorporated by reference in the Registration Statement, and to the reference to us under the caption “Legal Matters” in the prospectus included in the Registration Statement. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.
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Sincerely,
/s/ Yigal Arnon & Co.
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1 Azrieli Center, Tel Aviv 67021, Israel | Tel: (+972) 3 608 7777 | Fax: (+972) 3 608 7724
31 Hillel Street, Jerusalem 94581, Israel | Tel: (+972) 2 623 9239 | Fax: (+972) 2 623 9233
www.arnon.co.il | info@arnon.co.il
Exhibit 5.2
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1290 AVENUE OF THE AMERICAS
NEW YORK, NY 10104-0050
TELEPHONE: 212.468.8000
FACSIMILE: 212.468.7900
WWW.MOFO.COM
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morrison & foerster llp
new york, san francisco,
los angeles, palo alto,
sacramento, san diego,
denver, northern virginia,
washington, d.c.
tokyo, london, brussels,
beijing, shanghai, hong kong
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February 12, 2013
BioLineRx Ltd.
P.O. Box 45158
19 Hartum Street
Jerusalem, Israel 94150
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Re:
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BioLineRx Ltd — 2,666,667 American Depositary Shares Representing 26,666,670 Ordinary Shares and Warrants to Purchase 1,600,000 American Depositary Shares
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Ladies and Gentlemen:
We have acted as special U.S. counsel to BioLineRx Ltd, a corporation organized under the laws of the State of Israel (the “Company”), in connection with the offering by Company of 2,666,667 American Depositary Shares (“ADSs”) each ADS representing ten (10) ordinary shares of the Company, NIS 0.01 par value per share (“Ordinary Shares”), and warrants to purchase 1,600,000 ADSs (the “Warrants”) at an exercise price of $3.94 per ADS, pursuant to a registration statement on Form F-3 (Registration Statement No. 333-182997) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), the prospectus dated August 14, 2012 (the “Base Prospectus”), and the prospectus supplement dated February 6, 2013, filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations of the Securities Act (the “Prospectus Supplement”). The Base Prospectus and the Prospectus Supplement are collectively referred to as the “Prospectus.” This opinion is being rendered in connection with the offering and sale by the Company of the ADSs and Warrants pursuant to the terms of a Subscription Agreement dated February 6, 2013 (the “Subscription Agreement”) between the Company and OrbiMed Israel Partners Limited Partnership, a limited partnership organized under the State of Israel. The ADSs will be issued pursuant to a Deposit Agreement dated as of July 21, 2011 (the “Deposit Agreement”) among the Company, The Bank of New York Mellon, as depositary (the “Depositary”), and all owners and holders of ADSs of the Company issued thereunder.
In connection with this opinion, we have examined such corporate records, documents, instruments, certificates of public officials and of the Company and such questions of law as we have deemed necessary for the purpose of rendering the opinions set forth herein.
In such examination, we have assumed the genuineness of all signatures and the authenticity of all items submitted to us as originals and the conformity with originals of all items submitted to us as copies.
Based on the foregoing, and subject to the further assumptions and qualifications set forth below, it is our opinion that:
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When the ADSs are issued in accordance with the Deposit Agreement against the deposit of duly authorized, validly issued, fully paid and non-assessable Ordinary Shares, such ADSs will be duly and validly issued and will entitle the holders thereof to the rights specified therein; and
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When the Warrants have been duly authorized by the Company, and the applicable warrant certificates have been duly issued and delivered by the Company as described in the Prospectus Supplement relating thereto, the Warrants will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.
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Please note that we are opining only as to the matters expressly set forth herein, that no opinion should be inferred as to any other matter. We are opining herein as to the New York Business Corporation Law as in effect on the date hereof, and we express no opinion with respect to any other laws, rules or regulations. This opinion is based upon currently existing laws, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein. In rendering the foregoing opinions, we have relied, for matters involving Israeli law, solely on the opinion of Yigal Arnon & Co., Jerusalem, Israel.
This opinion is being rendered solely in connection with the registration of the offering and sale of the ADSs and Warrants, pursuant to the registration requirements of the Securities Act.
We hereby consent to the use of this opinion as Exhibit 5.2 to the Company’s Current Report on Form 6-K to be filed with the Commission on or about February 11, 2013, which will be incorporated by reference in the Registration Statement, and to the reference to us under the caption “Legal Matters” in the prospectus included in the Registration Statement. In giving such consent, we do not hereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Securities Act or the rules or regulations of the Commission thereunder.
Very truly yours,
/s/ Morrison & Foerster LLP
Exhibit 99.1
BioLineRx Announces Closing of $8 Million Offering of American
Depositary Shares
Jerusalem, Israel, February 13, 2013 - BioLineRx Ltd. (NASDAQ: BLRX, TASE: BLRX), a biopharmaceutical development company, announced today that it has closed its previously announced direct placement to leading healthcare investor, OrbiMed Israel Partners Limited Partnership, an affiliate of OrbiMed Advisors LLC (“OrbiMed”). As a result, the Company sold 2,666,667 American Depositary Shares (“ADSs”), each representing ten (10) of its Ordinary Shares, and 1,600,000 warrants to purchase an additional 1,600,000 ADSs, at a unit price of $3.00. The warrants have an exercise price of $3.94 per warrant and are exercisable for a term of five years.
The Company received proceeds of approximately $8 million, before deducting customary offering expenses, which it expects to use to fund clinical trials and for working capital and general corporate purposes.
The offering was made pursuant to an effective shelf registration statement on Form F-3 (File No. 333-182997) previously filed with, and declared effective by, the Securities and Exchange Commission (SEC). A prospectus supplement and an accompanying prospectus have been filed with the SEC in connection with the offering. Before you invest, you should read the base prospectus in such shelf registration statement, the prospectus supplement, and other documents the Company has filed with the SEC, for more complete information about the Company and this offering. You may obtain copies of the prospectus supplement and the accompanying prospectus, for free by visiting EDGAR on the SEC website at www.sec.gov or by sending a request to the offices of the Company, P.O. Box 45158, 19 Hartum Street, Jerusalem 91450, Israel, or by telephone at + 972-2-548-9100, or email: info@BioLineRx.com.
This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, any of the ADSs, Ordinary Shares, or Warrants of the Company, nor shall there be any sale of these ADSs, Ordinary Shares or Warrants of the Company, in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
About BioLineRx
BioLineRx is a publicly-traded biopharmaceutical development company. BioLineRx is dedicated to building a portfolio of products for unmet medical needs or with advantages over currently available therapies. BioLineRx’s current portfolio consists of six clinical stage candidates: BL-1020 for schizophrenia is currently undergoing a Phase II/III study; BL-1040, for prevention of pathological cardiac remodeling following a myocardial infarction, which has been out-licensed to Ikaria Inc., is currently undergoing a pivotal CE-Mark registration trial; BL-5010 for non-surgical removal of skin lesions has completed a Phase I/II study; BL-1021 for neuropathic pain is in Phase I development, BL-7040 for treating inflammatory bowel disease (IBD) is currently undergoing a Phase II trial, and BL-8040 for treating acute myeloid leukemia (AML) and other hematological cancers has completed Phase I. In addition, BioLineRx has eight products in various pre-clinical development stages for a variety of indications, including central nervous system diseases, infectious diseases, cardiovascular and autoimmune diseases.
BioLineRx’s business model is based on acquiring molecules mainly from biotechnological incubators and academic institutions. The Company performs feasibility assessment studies and development through pre-clinical and clinical stages, with partial funding from the Israeli Government’s Office of the Chief Scientist (OCS). The final stage includes partnering with medium and large pharmaceutical companies for advanced clinical development (Phase III) and commercialization. For more information on BioLineRx, please visit www.biolinerx.com, the content of which does not form a part of this press release.
Various statements in this release concerning BioLineRx’s future expectations constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include words such as “may,” “expects,” “anticipates,” “believes,” and “intends,” and describe opinions about future events. These forward-looking statements involve known and unknown risks and uncertainties that may cause the actual results, performance or achievements of BioLineRx to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Some of these risks are: risks and uncertainties associated with market conditions and the satisfaction of customary closing conditions related to the proposed offering. These and other factors are more fully discussed in the “Risk Factors” section of BioLineRx’s most recent annual report on Form 20-F filed with the Securities and Exchange Commission on March 22, 2012. In addition, any forward-looking statements represent BioLineRx’s views only as of the date of this release and should not be relied upon as representing its views as of any subsequent date. BioLineRx does not assume any obligation to update any forward-looking statements unless required by law.
Contacts:
Garth Russell / Todd Fromer
KCSA Strategic Communications
1 212-896-1250 / 1 212-896-1215
grussell@kcsa.com / tfromer@kcsa.com
Tsipi Haitovsky
Public Relations
+972-52-598-9892
tsipih@netvision.net.il