EX-99 3 exhibit_2.htm REGISTRANT'S CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS AS OF JUNE 30, 2020


Exhibit 2

BioLineRx Ltd.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)
AS OF JUNE 30, 2020
 


BioLineRx Ltd.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)
AS OF JUNE 30, 2020

TABLE OF CONTENTS

   
Page
 
F - 1
 
F - 2
 
F - 3 - F - 4
 
F - 5 - F - 6
 
F - 7 - F - 10
     




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

   
December 31,
   
June 30,
 
   
2019
   
2020
 
   
in USD thousands
 
Assets
           
CURRENT ASSETS
           
Cash and cash equivalents
   
5,297
     
5,523
 
Short-term bank deposits
   
22,192
     
21,779
 
Prepaid expenses
   
108
     
426
 
Other receivables
   
613
     
441
 
Total current assets
   
28,210
     
28,169
 
                 
NON-CURRENT ASSETS
               
Property and equipment, net
   
1,816
     
1,580
 
Right-of-use assets, net
   
1,650
     
1,490
 
Intangible assets, net
   
21,891
     
21,750
 
Total non-current assets
   
25,357
     
24,820
 
Total assets
   
53,567
     
52,989
 
                 
Liabilities and equity
               
CURRENT LIABILITIES
               
Current maturities of long-term loans
   
2,692
     
2,867
 
Accounts payable and accruals:
               
Trade
   
7,794
     
7,396
 
Other
   
1,280
     
1,260
 
Lease liabilities
   
202
     
200
 
Total current liabilities
   
11,968
     
11,723
 
NON-CURRENT LIABILITIES
               
Warrants
   
658
     
6,077
 
Long-term loans, net of current maturities
   
5,799
     
4,329
 
Lease liabilities
   
1,762
     
1,630
 
Total non-current liabilities
   
8,219
     
12,036
 
COMMITMENTS AND CONTINGENT LIABILITIES
               
Total liabilities
   
20,187
     
23,759
 
                 
EQUITY
               
Ordinary shares
   
4,692
     
8,281
 
Share premium
   
265,938
     
271,107
 
Capital reserve
   
12,132
     
12,639
 
Other comprehensive loss
   
(1,416
)
   
(1,416
)
Accumulated deficit
   
(247,966
)
   
(261,381
)
Total equity
   
33,380
     
29,230
 
Total liabilities and equity
   
53,567
     
52,989
 

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 June 30,
   
Six months ended June 30,
 
   
2019
   
2020
   
2019
   
2020
 
   
in USD thousands
   
in USD thousands
 
RESEARCH AND DEVELOPMENT EXPENSES
   
(5,302
)
   
(4,640
)
   
(9,694
)
   
(10,062
)
SALES AND MARKETING EXPENSES
   
(226
)
   
(182
)
   
(482
)
   
(357
)
GENERAL AND ADMINISTRATIVE EXPENSES
   
(949
)
   
(744
)
   
(1,879
)
   
(1,987
)
OPERATING LOSS
   
(6,477
)
   
(5,566
)
   
(12,055
)
   
(12,406
)
NON-OPERATING INCOME (EXPENSES), NET
   
1,261
     
(843
)
   
921
     
(374
)
FINANCIAL INCOME
   
171
     
35
     
381
     
175
 
FINANCIAL EXPENSES
   
(440
)
   
(396
)
   
(887
)
   
(810
)
                                 
NET LOSS AND COMPREHENSIVE LOSS
   
(5,485
)
   
(6,770
)
   
(11,640
)
   
(13,415
)

   
in USD
   
in USD
 
LOSS PER ORDINARY SHARE - BASIC AND DILUTED
   
(0.04
)
   
(0.03
)
   
(0.08
)
   
(0.07
)
                                 
WEIGHTED AVERAGE NUMBER OF SHARES USED IN CALCULATION OF LOSS PER ORDINARY SHARE
   
145,461,598
     
220,317,889
     
139,270,178
     
198,277,447
 

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

F - 2


BioLineRx Ltd.
CONDENSED INTERIM STATEMENTS OF CHANGES IN EQUITY
(UNAUDITED)

   
Ordinary
   
Share
   
Capital
   
Other
Comprehensive
   
Accumulated
       
   
shares
   
premium
   
reserve
   
loss
   
deficit
   
Total
 
   
in USD thousands
 
BALANCE AT JANUARY 1, 2019
   
3,110
     
250,192
     
11,955
     
(1,416
)
   
(222,520
)
   
41,321
 
CHANGES FOR SIX MONTHS ENDED JUNE 30, 2019:
                                               
Issuance of share capital, net
   
890
     
10,437
     
-
     
-
     
-
     
11,327
 
Employee stock options exercised
   
1
     
27
     
(27
)
   
-
     
-
     
1
 
Employee stock options forfeited and expired
   
-
     
866
     
(866
)
   
-
     
-
     
-
 
Share-based compensation
   
-
     
-
     
773
     
-
     
-
     
773
 
Comprehensive loss for the period
   
-
     
-
     
-
     
-
     
(11,640
)
   
(11,640
)
BALANCE AT JUNE 30, 2019
   
4,001
     
261,522
     
11,835
     
(1,416
)
   
(234,160
)
   
41,782
 

   
Ordinary
   
Share
   
Capital
   
Other
Comprehensive
   
Accumulated
         
   
shares
   
premium
   
reserve
   
loss
   
deficit
   
Total
 
   
in USD thousands
 
BALANCE AT JANUARY 1, 2020
   
4,692
     
265,938
     
12,132
     
(1,416
)
   
(247,966
)
   
33,380
 
CHANGES FOR SIX MONTHS ENDED JUNE 30, 2020:
                                               
Issuance of share capital, net
   
3,581
     
4,754
     
-
     
-
     
-
     
8,335
 
Employee stock options exercised
   
8
     
224
     
(224
)
   
-
     
-
     
8
 
Employee stock options forfeited and expired
   
-
     
191
     
(191
)
   
-
     
-
     
-
 
Share-based compensation
   
-
     
-
     
922
     
-
     
-
     
922
 
Comprehensive loss for the period
   
-
     
-
     
-
     
-
     
(13,415
)
   
(13,415
)
BALANCE AT JUNE 30, 2020
   
8,281
     
271,107
     
12,639
     
(1,416
)
   
(261,381
)
   
29,230
 

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

F - 3


BioLineRx Ltd.
CONDENSED INTERIM STATEMENTS OF CHANGES IN EQUITY
(UNAUDITED)

   
Ordinary
   
Share
   
Capital
   
Other
Comprehensive
   
Accumulated
       
   
shares
   
premium
   
reserve
   
loss
   
deficit
   
Total
 
   
in USD thousands
 
BALANCE AT APRIL 1, 2019
   
3,928
     
259,860
     
12,191
     
(1,416
)
   
(228,675
)
   
45,888
 
CHANGES FOR THREE MONTHS ENDED JUNE 30, 2019:
                                               
Issuance of share capital, net
   
73
     
817
     
-
     
-
     
-
     
890
 
Employee stock options exercised
   
-
     
9
     
(9
)
   
-
     
-
     
-
 
Employee stock options forfeited and expired
   
-
     
836
     
(836
)
   
-
     
-
     
-
 
Share-based compensation
   
-
     
-
     
489
     
-
     
-
     
489
 
Comprehensive loss for the period
   
-
     
-
     
-
     
-
     
(5,485
)
   
(5,485
)
BALANCE AT JUNE 30, 2019
   
4,001
     
261,522
     
11,835
     
(1,416
)
   
(234,160
)
   
41,782
 

   
Ordinary
   
Share
   
Capital
   
Other
Comprehensive
   
Accumulated
         
   
shares
   
premium
   
reserve
   
loss
   
deficit
   
Total
 
   
in USD thousands
 
BALANCE AT APRIL 1, 2020
   
4,907
     
267,140
     
12,488
     
(1,416
)
   
(254,611
)
   
28,508
 
CHANGES FOR THREE MONTHS ENDED JUNE 30, 2020:
                                               
Issuance of share capital, net
   
3,373
     
3,859
     
-
     
-
     
-
     
7,232
 
Employee stock options exercised
   
1
     
20
     
(20
)
   
-
     
-
     
1
 
Employee stock options forfeited and expired
   
-
     
88
     
(88
)
   
-
     
-
     
-
 
Share-based compensation
   
-
     
-
     
259
     
-
     
-
     
259
 
Comprehensive loss for the period
   
-
     
-
     
-
     
-
     
(6,770
)
   
(6,770
)
BALANCE AT JUNE 30, 2020
   
8,281
     
271,107
     
12,639
     
(1,416
)
   
(261,381
)
   
29,230
 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.
 
F - 4


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

       
   
Six months ended June 30,
 
   
2019
   
2020
 
   
in USD thousands
 
             
CASH FLOWS - OPERATING ACTIVITIES
           
Comprehensive loss for the period
   
(11,640
)
   
(13,415
)
Adjustments required to reflect net cash used in operating activities (see appendix below)
   
573
     
1,112
 
Net cash used in operating activities
   
(11,067
)
   
(12,303
)
                 
CASH FLOWS - INVESTING ACTIVITIES
               
Investments in short-term deposits
   
(27,510
)
   
(23,751
)
Maturities of short-term deposits
   
24,441
     
24,335
 
Purchase of property and equipment
   
(53
)
   
(1
)
Net cash provided by (used in) investing activities
   
(3,122
)
   
583
 
                 
CASH FLOWS - FINANCING ACTIVITIES
               
Issuance of share capital and warrants, net of issuance costs
   
15,879
     
13,411
 
Employee stock options exercised
   
1
     
8
 
Repayments of loans
   
(47
)
   
(1,331
)
Repayments of lease liabilities
   
(110
)
   
(121
)
Net cash provided by financing activities
   
15,723
     
11,967
 
                 
INCREASE IN CASH AND CASH EQUIVALENTS
   
1,534
     
247
 
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD
   
3,404
     
5,297
 
EXCHANGE DIFFERENCES ON CASH AND CASH EQUIVALENTS
   
34
     
(21
)
CASH AND CASH EQUIVALENTS - END OF PERIOD
   
4,972
     
5,523
 

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

F - 5


BioLineRx Ltd.
APPENDIX TO CONDENSED CONSOLIDATED INTERIM CASH FLOW STATEMENTS
(UNAUDITED)
 
   
Six months ended June 30,
 
   
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
   
439
     
533
 
Long-term prepaid expenses
   
(4
)
   
-
 
Exchange differences on cash and cash equivalents
   
(34
)
   
21
 
Fair value adjustments of warrants
   
(1,354
)
   
(250
)
Share-based compensation
   
773
     
922
 
Warrant issuance costs
   
417
     
593
 
Interest and exchange differences on short-term deposits
   
(440
)
   
(171
)
Interest on loans
   
292
     
36
 
Exchange differences on lease liability
   
-
     
(8
)
     
89
     
1,676
 
                 
Changes in operating asset and liability items:
               
Decrease (increase) in prepaid expenses and other receivables
   
848
     
(146
)
  Decrease in accounts payable and accruals
   
(364
)
   
(418
)
     
484
     
(564
)
     
573
     
1,112
 
                 
Supplemental information on interest received in cash
   
442
     
300
 
                 
Supplemental information on interest paid in cash
   
477
     
534
 

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

F - 6


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.

In February 2007, BioLineRx listed its ordinary shares on the Tel Aviv Stock Exchange (“TASE”) and they have been traded on the TASE since that time. Since July 2011, BioLineRx’s American Depositary Shares (“ADSs”) have also been traded on the NASDAQ Capital Market.

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 $261 million through June 30, 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 through the end of 2021. However, in the event that the Company does not begin to generate sustainable cash flows from its operating activities in the future, the Company will need to carry out significant cost reductions or raise additional funding. Management regularly evaluates 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.


b.
Approval of financial statements

The condensed consolidated interim financial statements of the Company as of June 30, 2020, and for the six months then ended, were approved by the Board of Directors on August 5, 2020, and signed on its behalf by the Chairman of the Board, the Chief Executive Officer and the Chief Financial Officer.

NOTE 2 –   BASIS OF PREPARATION
 
The Company’s condensed consolidated interim financial statements as of June 30, 2020 and for the three and six 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 (“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 and six months ended June 30, 2020 are not necessarily indicative of the results that may be expected for the entire fiscal year or for any other interim period.

 
F - 7

BioLineRx Ltd.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)
 
NOTE 2 –   BASIS OF PREPARATION (cont.)
 
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. The COVID-19 virus has spread to many countries throughout the world, including to the United States, Europe and Israel, where we currently have our therapeutic candidates manufactured and conduct our clinical trials. At present, we are experiencing some recruitment delays from the deepening and extended impact of COVID-19 on our clinical trials; however, at present, we do not believe these delays will significantly impact our clinical development plans. 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 was entitled, 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 agreed to pay BTIG a commission of 3.0% of the gross proceeds from the sale of ADSs under the facility.

During the six-month period ended June 30, 2020, the Company issued a total of 676,750 ADSs for total net proceeds of $1.4 million under the ATM facility. From the effective date of the agreement through June 30, 2020, an aggregate of 2,923,552 ADSs were sold under the facility for total gross proceeds of approximately $13.0 million. In April 2020, the Company filed a prospectus supplement reducing the available balance under the facility to approximately $8.5 million. In May 2020, in connection with the registered direct offering (see Note 5), the Company terminated the prospectus supplement and, accordingly, no sales may be made under the facility at the present time.

F - 8

BioLineRx Ltd.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)
 
NOTE 5 –   FINANCINGS


a.
In May 2020, the Company completed a registered direct offering of 5,142,859 ADSs at a price of $1.75 per ADS. In a concurrent private placement, the Company issued to investors in the offering unregistered warrants to purchase 5,142,859 ADSs. The warrants are exercisable immediately, expire two and half years from the date of issuance and have an exercise price of $2.25 per ADS. In addition, the Company granted to the placement agent’s designees, as part of the placement fee, warrants to purchase 257,143 ADSs. These warrants are exercisable immediately, expire two and half years from the date of issuance and have an exercise price of $2.1875 per ADS. The offering raised a total of $9.0 million, with net proceeds of $8.1 million, after deducting fees and expenses.

The warrants issued have been classified as a non-current financial liability due to a net settlement provision. This liability was initially recognized at its fair value on the date the contract was entered into and is subsequently accounted for at fair value at each balance sheet date. The fair value changes are charged to non-operating income and expense in the statement of comprehensive loss.

The fair value of the warrants is computed using the Black-Scholes option pricing model. The fair value of the warrants upon issuance was computed based on the then current price of an ADS, a risk-free interest rate of 0.20% and an average standard deviation of 80.2%.


b.
In June 2020, the Company completed a registered direct offering of 2,510,286 ADSs at a price of $1.75 per ADS. In a concurrent private placement, the Company issued to investors in the offering unregistered warrants to purchase 2,510,286 ADSs. The warrants are exercisable immediately, expire two and half years from the date of issuance and have an exercise price of $2.25 per ADS. In addition, the Company granted to the placement agent’s designees, as part of the placement fee, warrants to purchase 125,514 ADSs. These warrants are exercisable immediately, expire two and half years from the date of issuance and have an exercise price of $2.1875 per ADS. The offering raised a total of $4.4 million, with net proceeds of $3.9 million, after deducting fees and expenses.

The warrants issued have been classified as a non-current financial liability due to a net settlement provision. This liability was initially recognized at its fair value on the date the contract was entered into and is subsequently accounted for at fair value at each balance sheet date. The fair value changes are charged to non-operating income and expense in the statement of comprehensive loss.

The fair value of the warrants is computed using the Black-Scholes option pricing model. The fair value of the warrants upon issuance was computed based on the then current price of an ADS, a risk-free interest rate of 0.23% and an average standard deviation of 80.9%.

F - 9

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

NOTE 6 –   SHAREHOLDERS’ EQUITY
 
As of December 31, 2019 and June 30, 2020, the Company’s share capital is composed of ordinary shares, as follows:
 
   
Number of ordinary shares
 
   
December 31,
   
June 30,
 
   
2019
   
2020
 
             
Authorized share capital
   
500,000,000
     
500,000,000
 
                 
Issued and paid-up share capital
   
171,269,528
     
296,508,550
 

   
In USD and NIS
 
   
December 31,
   
June 30,
 
   
2019
   
2020
 
             
Authorized share capital (in NIS)
   
50,000,000
     
50,000,000
 
                 
Issued and paid-up share capital (in NIS)
   
17,126,953
     
29,650,855
 
                 
Issued and paid-up share capital (in USD)
   
4,691,734
     
8,280,633
 


F - 10