Summary	1
The Offering	8
Summary Consolidated Financial Data	9
Risk Factors	11
Forward-Looking Statements	35
Exchange Rate Information	36
Price Range of Our Ordinary Shares	37
Price Range of Our ADSs	38
Use of Proceeds	39
Description of the Securities We Are Offering	40
Dividend Policy	41
Capitalization	42
Dilution	43
Selected Consolidated Financial Data	44
Management’s Discussion and Analysis of Financial
Condition and Results of Operation	46
Business	62
Government Regulation and Funding	92
Management	103
Certain Relationships and Related Party Transactions	123
Principal Shareholders	124
Description of Share Capital	126
Description of American Depositary Shares	132
The Lincoln Park Transaction	136
Selling Shareholder	141
Taxation	142
Plan of Distribution	150
Experts	152
Legal Matters	152
Enforceability of Civil Liabilities	153
Available Information	154
Index to Consolidated Financial Statements	F-1

BL-1040   Our first clinical-stage therapeutic candidate, BL-1040, is a novel resorbable polymer solution for use in the reduction or prevention of ventricular remodeling in patients who suffered an AMI. Preventing ventricular remodeling following an AMI may prevent transition to congestive heart failure and/or improve patient survival over the long term. Following an AMI, BL-1040 is administered via intracoronary injection. Upon contact with damaged cardiac tissue, the liquid BL-1040 transitions into a gel within the infarcted cardiac tissue and is believed to form a “scaffold” that supports, retains the shape of and/or enhances the mechanical strength of the heart muscle during the recovery and repair phases following an AMI. The data from our preclinical trials indicate that, by supporting the damaged heart tissue, BL-1040 preserves the normal functioning of the heart and the data from our clinical trials indicate that BL-1040 should be safe. After consultation by sublicensee Ikaria (see below) with the FDA, BL-1040 is being developed as a class III medical device under the FDA’s pre-marketing approval, or PMA, regulatory pathway. In December 2011, Ikaria commenced PRESERVATION 1, a CE Mark registration clinical trial of BL-1040 (now called “Bioabsorbable Cardiac Matrix,” or BCM, by Ikaria). PRESERVATION 1 aims to evaluate the safety and effectiveness of BL-1040 (BCM) for prevention of ventricular remodeling when administered following AMI. The trial is a placebo-controlled, randomized, double-blind, multi-country and multi-center trial including approximately 300 patients. The BCM device will be administered to subjects who had successful percutaneous coronary intervention with stent placement after ST-segment elevation myocardial infarction (STEMI).   In 2009, we entered into an out-licensing arrangement with Ikaria with regard to BL-1040. Under the arrangement, Ikaria is obligated to use commercially reasonable efforts to complete clinical development of, and to commercialize, BL-1040 or a product related thereto. To date, we have received $17.0 million from Ikaria, and we are entitled to receive up to an additional $265.5 million from Ikaria upon achievement of certain development, regulatory, and commercial milestones. In addition, we are entitled to receive from Ikaria royalties from net sales of any product developed under the arrangement. We are obligated to pay 28% of all net consideration received under this arrangement to B.G. Negev Technologies, the party from which we in-licensed BL-1020 in 2004. We have agreed to pay Ramot a portion of the payments we make to B.G. Negev Technologies in connection with the in-license arrangement to satisfy contractual obligations between B.G. Negev Technologies and Ramot with respect to certain intellectual property rights to the licensed technology. We have also agreed to indemnify Ramot and certain of its related parties in connection with our use of the technology we in-licensed from B.G. Negev Technologies.   BL-5010   Our second clinical-stage therapeutic candidate, BL 5010, comprises a customized, proprietary, pen-like applicator containing a novel formulation of two acids, which is being developed for the non-surgical removal of skin lesions. These two acids have already been approved for use in cosmetics. If approved, BL-5010 would be a convenient alternative to invasive, painful and expensive removal treatments for skin lesions and may allow for histological examination. Since treatment with BL-5010 is non-invasive, we believe BL-5010 poses minimal infection risk, and requires no anesthesia or bandaging. In June 2009, we initiated a phase 1/2 clinical trial in 60 patients with seborrheic keratosis in Germany and the Netherlands to assess the safety and efficacy of BL-5010 in completely removing the lesion and to assess the cosmetic outcome of the novel treatment. In addition, the study was designed to assess the feasibility of preserving the cellular structure of skin lesions for subsequent histological exams. The study was completed in September 2010, and positive results were announced in December 2010. The results of the trial show that for 96.7% of patients, the treated lesion fell off within 30 days of a single application of BL-5010. The results also showed that BL-5010 has a good safety profile, as no persistent irreversible adverse effects were observed at the treated site. In addition, investigators and patients participating in the trial reported that they were very satisfied with the cosmetic outcome of the treatment in the majority of cases (investigators regarded outcome as good or excellent 180 days following treatment in 94.6% of cases and patients in 84% of cases). None of the patients reported moderate or severe drug-related adverse events. Mild adverse events reported included skin and subcutaneous tissue disorders (n=5, 8.3%) and general and administration site disorders (n=2, 3.3%). Pruritus was the only drug-related adverse event reported by more than two patients (n=4, 6.7%). In addition, histological examination of treated lesions indicate BL-5010’s efficacy in preserving the cellular structure of treated lesions.   In June 2011, we received European confirmation from the British Standards Institution Notified Body (BSI) in the UK, of the regulatory pathway classification of BL-5010 as a Class IIa medical device. During 2012, we devoted our efforts to developing the unique applicator for the product and strengthening its patent protection. We are currently planning to commence a pivotal CE-Mark registration trial for European approval as a medical device in the second half of 2013.

BL-8040   Our third clinical-stage therapeutic candidate, BL-8040, is a short peptide that functions as a high-affinity antagonist for CXCR4, which we intend to develop for AML and other hematological cancers.  CXCR4 is a chemokine receptor that is directly involved in tumor progression, angiogenesis (growth of new blood vessels in the tumor), metastasis (spread of tumor to other organs) and cell survival. CXCR4 is over-expressed in more than 70% of human cancers and its over-expression often correlates with poor prognosis. We believe BL-8040 works by mobilizing cancer cells from the bone marrow – releasing these cells from their protective micro-environment, thereby exposing them to anti-cancer therapies – and by inducing apoptosis of tumor cells. Multiple pre-clinical studies have shown the safety and efficacy of BL-8040. These studies have shown that BL-8040 is effective, both alone and in combination with various anti-cancer drugs. In a Phase 1/2, open-label, dose escalation, safety and efficacy clinical trial in 16 multiple myeloma patients, BL-8040 demonstrated an excellent safety profile and was well tolerated at all doses tested. On the basis of data obtained from this study, the FDA approved an IND application.   In June 2013, we announced the enrollment of the first patient in a Phase 2 trial for BL-8040. The patient was enrolled at the MD Anderson Cancer Center in Houston, Texas. In addition, we announced that we received regulatory approval from the Israeli Ministry of Health to conduct the trial in Israel. The study is a multicenter, open-label study under an IND, designed to evaluate the safety and efficacy profile of repeated escalating doses of BL-8040 in adult subjects with relapsed/refractory AML. The primary endpoints of the study are the safety and tolerability of the drug. Secondary endpoints will include the pharmacokinetic profile of the drug and an efficacy evaluation, as assessed by various parameters, such as the response rate by bone marrow biopsy. The study is also designed in a way that will enable the investigators to evaluate the capabilities of BL-8040 in mobilizing cancer cells from the bone marrow to the peripheral blood, and in inducing their cell death.   BL-7040   Our fourth clinical-stage therapeutic candidate, BL-7040, is an orally available, synthetic oligonucleotide which we intend to develop for the treatment of inflammatory bowel disease, or IBD. This synthetic oligonucleotide consisting of a sequence of nucleic acids, the building blocks of genetic material such as DNA, has unique dual activity. Multiple preclinical in vivo studies have shown the safety and efficacy of BL-7040. Previous phase 1b and 2a clinical studies were completed with no major adverse events being reported.   In April 2013, we announced positive Phase 2a results for BL-7040. The study showed that BL-7040 is safe and effective in treating ulcerative colitis, a form of IBD. The Phase 2a trial was an open-label, proof-of-concept study to evaluate the efficacy, safety and tolerability of BL-7040 in patients with moderately active ulcerative colitis. Patients who completed the study were treated for five weeks with BL-7040, receiving 12 mg/day for up to three weeks, followed by 40 mg/day for two additional weeks. The clinical trial was carried out at five leading medical centers in Israel.   Sixteen of the 22 patients who were enrolled in the clinical trial completed the full five-week course of treatment and two-week follow-up.  Of the six patients who did not complete the study, five came from one particular site and that site recruited only five patients.  The primary clinical endpoint in the study — a reduction in the Mayo score between baseline and completion of treatment – was achieved. Fifty percent of patients (eight patients) met the primary endpoint, while the remaining 8 patients demonstrated a stable clinical condition or minor improvement. Fifty-six percent of patients (9 patients) demonstrated decreases of at least 1 point in the rectal-bleeding sub-score and 69% (11 patients) had rectal-bleeding sub-scores of ≤1 (6 of the 11 patients demonstrated complete remission of rectal bleeding).   Fifty percent of the patients completing study treatment also met certain secondary endpoints, such as a partial Mayo score reduction and mucosal healing evaluated by endoscopy sub-score measurements.  Additional secondary endpoints in the study were the IBD Quality-of-Life Questionnaire, and the serum CRP and fecal calprotectin measurements.  The results of these additional secondary endpoints were not conclusive, although certain positive trends were noted.

BL-7040 was highly safe and well tolerated by the study participants, with a very low incidence of drug related, mild-to-moderate adverse events, as well as one serious adverse event (SAE) not related to the treatment. Both patients and investigators were very satisfied with the safety and tolerability profile of the treatment and, in particular, emphasized the ease of oral administration.   BL-8020   Our fifth clinical-stage therapeutic candidate, BL-8020, is an orally available treatment for hepatitis C, or HCV, with a unique mechanism of action involving the inhibition of HCV-induced autophagy in host cells.   In April 2013, we announced the enrollment of the first patient in a Phase 1/2 trial for BL-8020. The study is an open-label trial to evaluate the efficacy, safety and tolerability of BL-8020 in patients infected with HCV. It is being conducted at two clinical sites in France and will include HCV-infected patients of any genotype who have previously failed or relapsed following treatment with the standard-of-care.   BL-1021   Our sixth clinical-stage therapeutic candidate, BL-1021, is a new chemical entity in development for the treatment of neuropathic pain, or pain that results from damage to nerve fibers. The efficacy of BL-1021 has been demonstrated in preclinical studies. BL-1021 showed significant reduction in symptoms of neuropathic pain with reduced side effects in animal models. The BL-1021 molecule was administered orally in such animal studies and was found to be superior to available treatments in efficacy and/or side effect measures.   In December 2011, we completed a phase 1a clinical trial to assess safety, tolerability and pharmacokinetics of a single administration of BL-1021 at doses between 10 mg and 80 mg in healthy volunteers. This clinical trial was a single-site, double-blind, placebo-controlled study, carried out at the Hadassah Clinical Research Center (HCRC) in Jerusalem, Israel. The study aimed at assessing the safety, tolerability and pharmacokinetics of a single administration of BL-1021 (between 10 mg and 80 mg) in healthy male subjects. Study results demonstrated that a single administration of BL-1021 in the dose range examined was safe and well tolerated, with no significant changes noted in vital signs, ECG or laboratory safety parameters at any dose when compared either to baseline measurements or to the placebo group. In addition, preliminary modeling of the pharmacokinetic data collected in this trial predicts that a once daily administration of BL-1021 at the dose levels assessed will enable reaching effective doses in patients. We are currently seeking potential development collaborations with other parties for this therapeutic candidate.   BL-1020   Our seventh therapeutic candidate, BL-1020, is in development for schizophrenia, a chronic, severe and disabling brain disorder that affects approximately 1% of the U.S. adult population as reported by the National Institute of Mental Health.  Schizophrenia patients are typically treated with one of several commercially available antipsychotics, all of which are associated with side effects that reduce patient compliance and do not address the deterioration of cognitive function that affects the daily lives of schizophrenia patients.   BL-1020 is an orally available drug that effectively reduces psychotic symptoms and which we believed could improve cognition. BL-1020 targets the imbalance of two key neurotransmitters implicated in schizophrenia, dopamine and gamma aminobutyric acid, or GABA.   In our 363-patient phase 2b EAGLE (Effective Anti-psychosis via GABA Level Enhancement) study which was completed in July 2009, BL-1020 matched the antipsychotic efficacy of Risperdal, one of the leading approved antipsychotics, without evidence of the metabolic side effects associated with the use of atypical antipsychotics.  Most significantly, BL-1020 demonstrated a clinically relevant and statistically significant improvement in cognition.  Currently, there is no commercially available antipsychotic that improves cognitive function and this remains an important unmet medical need in the treatment of schizophrenia and other psychiatric and neurological diseases.   In June 2011, we commenced the phase 2/3 CLARITY clinical trial with respect to BL-1020. The CLARITY trial was designed to be a randomized, double-blind trial at over 30 sites to examine both acute (6 weeks) and long-term (24 weeks) cognitive and antipsychotic efficacy, safety and tolerability of BL-1020 on patients with acute schizophrenia. In March 2013, we announced that results from an interim analysis of the CLARITY trial indicated that the trial would not meet its pre-specified primary efficacy endpoint in cognition. Based on these results, we discontinued the study, and are currently in the process of reviewing and cleaning the study data. We expect to receive a full analysis of the un-blinded study data on all study patients during the third quarter of 2013, at which point we will make a decision about the future of this therapeutic candidate.

THE OFFERING
The following is a brief summary of some of the terms of the offering and is qualified in its entirety by reference to the more detailed information appearing elsewhere in this prospectus. For a more complete description of the terms of the offering, see the “The Lincoln Park Transaction” section in this prospectus.
Issuer	BioLineRx Ltd.
Ordinary Shares currently outstanding	229,475,578 Ordinary Shares
Securities offered by the Selling Shareholder	Up to 1,547,233 remaining ADSs representing 15,472,330 Ordinary Shares
Selling Shareholder	Lincoln Park Capital Fund, LLC.  See “Selling Shareholder” below on page 141 of this prospectus.
Use of proceeds	We will not receive any proceeds from the sale of the ADSs by Lincoln Park.  However, we will receive gross proceeds of up to $2.7 million from the sale of the 1,547,233 ADSs remaining to be sold to Lincoln Park pursuant to this prospectus.  Such proceeds will be used for clinical project development, working capital and general corporate purposes.  See “Use of Proceeds” on page 39 of this prospectus.
Listing	Our ADSs are listed on the Nasdaq under the symbol “BLRX.” Our Ordinary Shares currently trade on the TASE under the symbol “BLRX.”
Risk factors	Before investing in our ADSs, you should carefully read and consider the “Risk Factors” beginning on page 11 of this prospectus.
Depositary	The Bank of New York Mellon

		As of December 31,																				As of March 31,
Consolidated Balance Sheet Data:		2008				2009				2010				2011				2012				2013				2013(2)
		(in thousands)
		NIS																								U.S.$
Cash and cash equivalents			60,379				105,890				111,746				33,061				68,339				46,638				12,785
Short-term bank deposits			–				–				28,037				65,782				11,459				55,805				15,297
Accounts receivables			–				37,750				–				–				–				–				–
Property, plant and equipment, net			5,484				4,175				4,509				4,211				3,172				2,947				807
Total assets			115,728				159,167				154,613				111,660				90,808				112,012				30,705
Total liabilities			37,342				41,230				22,653				25,902				34,879				37,995				10,416
Total shareholders’ equity			78,386				117,937				131,960				85,758				55,929				74,017				20,289

(1)	Data on diluted loss per share was not presented in the financial statements because the effect of the exercise of the options is anti-dilutive.

(2)	Calculated using the exchange rate reported by the Bank of Israel for March 31, 2013 at the rate of one U.S. dollar per NIS 3.648.

(3)	The net loss per share has been adjusted to reflect the benefit component related to the 2009 issuance of rights to investors.

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a therapeutic candidate or medical device may not prove safe or efficacious;

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the results with respect to any therapeutic candidate may not confirm the positive results from earlier preclinical studies or clinical trials;

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the results may not meet the level of statistical significance required by the U.S. Food and Drug Administration, or FDA, or other regulatory authorities; and

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the results will justify only limited and/or restrictive uses, including the inclusion of warnings and contraindications, which could significantly limit the marketability and profitability of the therapeutic candidate.

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our inability to recruit and retain adequate numbers of effective sales and marketing personnel;

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the inability of sales personnel to obtain access to or persuade adequate numbers of physicians to prescribe our therapeutic candidates;

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the lack of complementary products to be offered by sales personnel, which may put us at a competitive disadvantage relative to companies with more extensive product lines; and

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unforeseen costs and expenses associated with creating and sustaining an independent sales and marketing organization.

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we may not be able to control the amount and timing of resources that our licensees devote to our therapeutic candidates;

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our licensees may experience financial difficulties;

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our licensees may fail to secure adequate commercial supplies of our therapeutic candidates upon marketing approval, if at all;

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our future revenues will depend heavily on the efforts of our licensees;

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business combinations or significant changes in a licensee’s business strategy may adversely affect the licensee’s willingness or ability to complete its obligations under any arrangement with us;

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a licensee could move forward with a competing therapeutic candidate developed either independently or in collaboration with others, including our competitors; and

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out-licensing arrangements are often terminated or allowed to expire, which would delay the development and may increase the development costs of our therapeutic candidates.

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attract suitable licensees on reasonable terms;

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obtain and maintain necessary intellectual property rights to our therapeutic candidates;

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where appropriate, enter into arrangements with third parties to manufacture our products, if any, on our behalf; and

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deploy sales and marketing resources effectively or enter into arrangements with third parties to provide these services.

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delays in securing clinical investigators or trial sites for the clinical trials;

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delays in obtaining institutional review board and other regulatory approvals to commence a clinical trial;

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slower than anticipated patient recruitment and enrollment;

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negative or inconclusive results from clinical trials;

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unforeseen safety issues;

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uncertain dosing issues;

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an inability to monitor patients adequately during or after treatment; and

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problems with investigator or patient compliance with the trial protocols.

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reliance on the third party for regulatory compliance and quality assurance;

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limitations on supply availability resulting from capacity and scheduling constraints of the third parties;

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impact on our reputation in the marketplace if manufacturers of our products, once commercialized, fail to meet customer demands;

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the possible breach of the manufacturing agreement by the third party because of factors beyond our control; and

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the possible termination or nonrenewal of the agreement by the third party, based on its own business priorities, at a time that is costly or inconvenient for us.

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restrictions on such product, manufacturer or manufacturing process;

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warning letters from the FDA or other regulatory authorities;

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withdrawal of the product from the market;

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suspension or withdrawal of regulatory approvals;

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refusal to approve pending applications or supplements to approved applications that we or our licensees submit;

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voluntary or mandatory recall;

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fines;

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refusal to permit the import or export of our products;

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product seizure or detentions;

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injunctions or the imposition of civil or criminal penalties; or