EX-99 3 exhibit_2.htm REGISTRANT'S CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS AS OF MARCH 31, 2020
Exhibit 2

BioLineRx Ltd.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)
AS OF MARCH 31, 2020
 
BioLineRx Ltd.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)
AS OF MARCH 31, 2020

TABLE OF CONTENTS

   
Page
 
F-1
 
F-2
 
F-3
 
F-4 - F-5
 
F-6 - F-8


BioLineRx Ltd.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION
(UNAUDITED)

   
December 31,
    
March 31,
  
   
2019
    
2020
  
   
in USD thousands
  
Assets
            
CURRENT ASSETS
            
Cash and cash equivalents
    
5,297
      
5,072
  
Short-term bank deposits
    
22,192
      
16,109
  
Prepaid expenses
    
108
      
277
  
Other receivables
    
613
      
682
  
Total current assets
    
28,210
      
22,140
  
                 
NON-CURRENT ASSETS
                
Property and equipment, net
    
1,816
      
1,698
  
Right-of-use assets, net
    
1,650
      
1,565
  
Intangible assets, net
    
21,891
      
21,768
  
Total non-current assets
    
25,357
      
25,031
  
Total assets
    
53,567
      
47,171
  
                 
Liabilities and equity
                
CURRENT LIABILITIES
                
Current maturities of long-term loans
    
2,692
      
2,777
  
Accounts payable and accruals:
                
Trade
    
7,794
      
7,489
  
Other
    
1,280
      
1,303
  
Lease liabilities
    
202
      
197
  
Total current liabilities
    
11,968
      
11,766
  
NON-CURRENT LIABILITIES
                
Warrants
    
658
      
182
  
Long-term loans, net of current maturities
    
5,799
      
5,076
  
Lease liabilities
    
1,762
      
1,639
  
Total non-current liabilities
    
8,219
      
6,897
  
COMMITMENTS AND CONTINGENT LIABILITIES
                
Total liabilities
    
20,187
      
18,663
  
                 
EQUITY
                
Ordinary shares
    
4,692
      
4,907
  
Share premium
    
265,938
      
267,140
  
Capital reserve
    
12,132
      
12,488
  
Other comprehensive loss
    
(1,416
)
    
(1,416
)
Accumulated deficit
    
(247,966
)
    
(254,611
)
Total equity
    
33,380
      
28,508
  
Total liabilities and equity
    
53,567
      
47,171
  

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

F - 1
BioLineRx Ltd.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE LOSS
(UNAUDITED)

   
Three months ended March 31,
  
   
2019
    
2020
  
   
in USD thousands
  
RESEARCH AND DEVELOPMENT EXPENSES
    
(4,392
)
    
(5,422
)
SALES AND MARKETING EXPENSES
    
(256
)
    
(175
)
GENERAL AND ADMINISTRATIVE EXPENSES
    
(930
)
    
(1,243
)
OPERATING LOSS
    
(5,578
)
    
(6,840
)
NON-OPERATING INCOME (EXPENSES), NET
    
(340
)
    
469
  
FINANCIAL INCOME
    
210
      
140
  
FINANCIAL EXPENSES
    
(447
)
    
(414
)
NET LOSS AND COMPREHENSIVE LOSS
    
(6,155
)
    
(6,645
)
                 
LOSS PER ORDINARY SHARE - BASIC AND DILUTED
    
(0.05
)
    
(0.04
)
                 
WEIGHTED AVERAGE NUMBER OF SHARES USED IN
    CALCULATION OF LOSS PER ORDINARY SHARE
    
132,979,984
      
176,454,423
  

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

F - 2
BioLineRx Ltd.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY
(UNAUDITED)

   
Ordinary shares
    
Share premium
    
Capital Reserve
    
Other comprehensive loss
    
Accumulated deficit
    
Total
  
   
in USD thousands
  
BALANCE AT JANUARY 1, 2019
    
3,110
      
250,192
      
11,955
      
(1,416
)
    
(222,520
)
    
41,321
  
CHANGES FOR THREE MONTHS ENDED MARCH 31, 2019:
                                                
Issuance of share capital, net
    
817
      
9,620
      
-
      
-
      
-
      
10,437
  
Employee stock options exercised
    
1
      
18
      
(18
)
    
-
      
-
      
1
  
Employee stock options forfeited and expired
    
-
      
30
      
(30
)
    
-
      
-
      
-
  
Share-based compensation
    
-
      
-
      
284
      
-
      
-
      
284
  
Comprehensive loss for the period
    
-
      
-
      
-
      
-
      
(6,155
)
    
(6,155
)
BALANCE AT MARCH 31, 2019
    
3,928
      
259,860
      
12,191
      
(1,416
)
    
(228,675
)
    
45,888
  

   
Ordinary shares
    
Share premium
    
Capital Reserve
    
Other comprehensive loss
    
Accumulated deficit
    
Total
  
   
in USD thousands
  
BALANCE AT JANUARY 1, 2020
    
4,692
      
265,938
      
12,132
      
(1,416
)
    
(247,966
)
    
33,380
  
CHANGES FOR THREE MONTHS ENDED MARCH 31, 2020:
                                                
Issuance of share capital, net
    
208
      
895
      
-
      
-
      
-
      
1,103
  
Employee stock options exercised
    
7
      
204
      
(204
)
    
-
      
-
      
7
  
Employee stock options forfeited and expired
    
-
      
103
      
(103
)
    
-
      
-
      
-
  
Share-based compensation
    
-
      
-
      
663
      
-
      
-
      
663
  
Comprehensive loss for the period
    
-
      
-
      
-
      
-
      
(6,645
)
    
(6,645
)
BALANCE AT MARCH 31, 2020
    
4,907
      
267,140
      
12,488
      
(1,416
)
    
(254,611
)
    
28,508
  

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

F - 3
BioLineRx Ltd.
CONDENSED CONSOLIDATED INTERIM CASH FLOW STATEMENTS
(UNAUDITED)

   
Three months ended
March 31,
  
   
2019
    
2020
  
   
in USD thousands
  
             
CASH FLOWS - OPERATING ACTIVITIES
            
Comprehensive loss for the period
    
(6,155
)
    
(6,645
)
Adjustments required to reflect net cash used in operating activities
 (see appendix below)
    
1,533
      
(93
)
Net cash used in operating activities
    
(4,622
)
    
(6,738
)
                 
CASH FLOWS - INVESTING ACTIVITIES
                
Investments in short-term deposits
    
(21,510
)
    
(6,000
)
Maturities of short-term deposits
    
12,228
      
12,191
  
Purchase of property and equipment
    
(31
)
    
-
  
Net cash provided by (used in) investing activities
    
(9,313
)
    
6,191
  
                 
CASH FLOWS - FINANCING ACTIVITIES
                
Issuance of share capital and warrants, net of issuance costs
    
14,989
      
1,103
  
Employee stock options exercised
    
1
      
7
  
Repayments of loans
    
(23
)
    
(682
)
Repayments of lease liabilities
    
(50
)
    
(41
)
Net cash provided by financing activities
    
14,917
      
387
  
                 
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    
982
      
(160
)
CASH AND CASH EQUIVALENTS – BEGINNING OF PERIOD
    
3,404
      
5,297
  
EXCHANGE DIFFERENCES ON CASH AND CASH EQUIVALENTS
    
(2
)
    
(65
)
CASH AND CASH EQUIVALENTS - END OF PERIOD
    
4,384
      
5,072
  

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

F - 4
 
BioLineRx Ltd.
 APPENDIX TO CONDENSED CONSOLIDATED INTERIM CASH FLOW STATEMENTS
(UNAUDITED)
 
   
Three months ended
March 31,
  
   
2019
    
2020
  
   
in USD thousands
  
             
Adjustments required to reflect net cash used in operating activities:
            
Income and expenses not involving cash flows:
            
Depreciation and amortization
    
213
      
321
  
Long-term prepaid expenses
    
1
      
-
  
Exchange differences on cash and cash equivalents
    
2
      
65
  
Fair value adjustments of warrants
    
(79
)
    
(476
)
Share-based compensation
    
284
      
663
  
Warrant issuance costs
    
417
      
-
  
Interest and exchange differences on short-term deposits
    
(195
)
    
(108
)
Interest on loans
    
154
      
44
  
Exchange differences on lease liability
    
-
      
(82
)
     
797
      
427
  
                 
Changes in operating asset and liability items:
                
Decrease (increase) in prepaid expenses and other receivables
    
786
      
(238
)
Decrease in accounts payable and accruals
    
(50
)
    
(282
)
     
736
      
(520
)
     
1,533
      
(93
)
                 
Supplemental information on interest received in cash
    
229
      
184
  
                 
Supplemental information on interest paid in cash
    
238
      
275
  

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

F - 5
BioLineRx Ltd.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 1 – GENERAL INFORMATION


 a.
General

BioLineRx Ltd. (“BioLineRx”), headquartered in Modi’in, Israel, was incorporated and commenced operations in April 2003. BioLineRx and its subsidiaries (collectively, the “Company”) are engaged in the development of therapeutics, primarily in clinical stages, with a focus on the field of oncology.

The Company’s American Depositary Shares (“ADSs”) are traded on the NASDAQ Capital Market, and its ordinary shares are traded on the Tel Aviv Stock Exchange (“TASE”).

In March 2017, the Company acquired Agalimmune Ltd. (“Agalimmune”), a privately held company incorporated in the United Kingdom, with a focus on the field of immuno-oncology.

Although it has generated revenues from out-licensing transactions in the past, the Company has incurred accumulated losses in the amount of $255 million through March 31, 2020 and cannot determine with reasonable certainty when and if it will have sustainable profits. Management believes that the Company’s current cash and other resources will be sufficient to fund its projected cash requirements into the second quarter of 2021. Accordingly, absent additional funding or the generation of cash flows from its operations, the Company may be unable to carry out its current operating activities planned for the next 12 months from the date of approval of these financial statements.

Management is in the process of evaluating various financing alternatives, including funding its clinical development activities via out-licensing or collaborations, and fundraising in the public or private equity markets. However, there is no certainty about the Company’s ability to obtain such funding. These factors raise substantial doubt as to the Company’s ability to continue as a going concern.

The financial information has been prepared on a going concern basis, which assumes the Company will continue to realize its assets and discharge its liabilities in the normal course of business. If the Company does not raise the requisite funds, it will need to curtail or cease operations. These financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern.


 b.
Approval of financial statements

The condensed consolidated interim financial statements of the Company as of March 31, 2020, and for the three months then ended, were approved by the Board of Directors on May 19, 2020, and signed on its behalf by the Chairman of the Board, the Chief Executive Officer and the Chief Financial Officer.

F - 6
BioLineRx Ltd.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 2 – BASIS OF PREPARATION
 
The Company’s condensed consolidated interim financial statements as of March 31, 2020 and for the three months then ended (the “interim financial statements”) have been prepared in accordance with International Accounting Standard No. 34, “Interim Financial Reporting” (“IAS 34”). These interim financial statements, which are unaudited, do not include all disclosures necessary for a fair statement of financial position, results of operations, and cash flows in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”). The condensed consolidated interim financial statements should be read in conjunction with the Company’s annual financial statements as of December 31, 2019 and for the year then ended and their accompanying notes, which have been prepared in accordance with IFRS. The results of operations for the three months ended March 31, 2020 are not necessarily indicative of the results that may be expected for the entire fiscal year or for any other interim period.

In the process of preparing the interim financial statements, management makes estimates, judgments and assumptions that may affect the reported amounts of assets, liabilities, equity and expenses, as well as the related disclosures of contingent assets and liabilities. These inputs also consider, among other things, the implications of COVID-19 on the Company’s activities, and the resultant effects on critical and significant accounting estimates, most significantly in relation to the value of intangible assets. Future developments related to COVID-19 are highly uncertain, including as a result of new information that may emerge concerning COVID-19 and the actions taken to contain or treat it, as well as its overall economic impact, and more specifically its effects on the financial markets. All estimates made by the Company related to the impact of COVID-19 in its financial statements may change in future periods. Actual results could differ from those estimates.

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES
 
The accounting policies and calculation methods applied in the preparation of these interim financial statements are consistent with those applied in the preparation of the annual financial statements as of December 31, 2019 and for the year then ended.

NOTE 4 – AT-THE-MARKET (“ATM”) SALES AGREEMENT WITH BTIG

In October 2017, the Company entered into an at-the-market (“ATM”) sales agreement with BTIG, LLC (“BTIG”), pursuant to which the Company may, at its sole discretion, offer and sell through BTIG, acting as sales agent, ADSs having an aggregate offering price of up to $30.0 million throughout the period during which the ATM facility remains in effect. The Company will pay BTIG a commission of 3.0% of the gross proceeds from the sale of ADSs under the facility.

During the three months period ended March 31, 2020, the Company issued a total of 479,114 ADSs for total net proceeds of $1.1 million. From the effective date of the agreement through March 31, 2020, 2,725,916 ADSs were sold under the program for total gross proceeds of approximately $12.6 million, leaving an available balance under the facility of approximately $17.4 million as of March 31, 2020.

F - 7
BioLineRx Ltd.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 5 – SHAREHOLDERS’ EQUITY
 
As of December 31, 2019 and March 31, 2020, share capital is composed of ordinary shares, as follows:

   
Number of ordinary shares
  
   
December 31,
    
March 31,
  
   
2019
    
2020
  
             
Authorized share capital
    
500,000,000
      
500,000,000
  
                 
Issued and paid-up share capital
    
171,269,528
      
178,709,725
  

   
In USD and NIS
  
   
December 31,
    
March 31,
  
   
2019
    
2020
  
             
Authorized share capital (in NIS)
    
50,000,000
      
50,000,000
  
                 
Issued and paid-up share capital (in NIS)
    
17,126,953
      
17,870,972
  
                 
Issued and paid-up share capital (in USD)
    
4,691,734
      
4,906,787
  


F - 8