Exhibit 2

BioLineRx Ltd.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(UNAUDITED)

AS OF SEPTEMBER 30, 2020

BioLineRx Ltd.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(UNAUDITED)

AS OF SEPTEMBER 30, 2020

TABLE OF CONTENTS

	Page
Condensed consolidated interim statements of financial position	1
Condensed consolidated interim statements of comprehensive loss	2
Condensed consolidated interim statements of changes in equity	3-4
Condensed consolidated interim cash flow statements	5-6
Notes to the condensed consolidated interim financial statements	7-10

BioLineRx Ltd.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION

(UNAUDITED)

	December 31,			September 30,
	2019			2020
	in USD thousands
Assets
CURRENT ASSETS
Cash and cash equivalents		5,297			6,552
Short-term bank deposits		22,192			14,275
Prepaid expenses		108			269
Other receivables		613			327
Total current assets		28,210			21,423
NON-CURRENT ASSETS
Property and equipment, net		1,816			1,462
Right-of-use assets, net		1,650			1,423
Intangible assets, net		21,891			21,731
Total non-current assets		25,357			24,616
Total assets		53,567			46,039
Liabilities and equity
CURRENT LIABILITIES
Current maturities of long-term loans		2,692			2,969
Accounts payable and accruals:
Trade		7,794			5,933
Other		1,280			1,374
Lease liabilities		202			200
Total current liabilities		11,968			10,476
NON-CURRENT LIABILITIES
Warrants		658			5,600
Long-term loans, net of current maturities		5,799			3,554
Lease liabilities		1,762			1,601
Total non-current liabilities		8,219			10,755
COMMITMENTS AND CONTINGENT LIABILITIES
Total liabilities		20,187			21,231
EQUITY
Ordinary shares		4,692			8,281
Share premium		265,938			271,107
Capital reserve		12,132			12,835
Other comprehensive loss		(1,416	)		(1,416	)
Accumulated deficit		(247,966	)		(265,999	)
Total equity		33,380			24,808
Total liabilities and equity		53,567			46,039

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

BioLineRx Ltd.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE LOSS

(UNAUDITED)

	Three months ended September 30,						Nine months ended September 30,
	2019			2020			2019			2020
	in USD thousands						in USD thousands
RESEARCH AND DEVELOPMENT EXPENSES		(5,558	)		(3,484	)		(15,252	)		(13,546	)
SALES AND MARKETING EXPENSES		(201	)		(309	)		(683	)		(666	)
GENERAL AND ADMINISTRATIVE EXPENSES		(884	)		(856	)		(2,763	)		(2,843	)
OPERATING LOSS		(6,643	)		(4,649	)		(18,698	)		(17,055	)
NON-OPERATING INCOME (EXPENSES), NET		3,055			294			3,976			(80	)
FINANCIAL INCOME		247			39			628			214
FINANCIAL EXPENSES		(597	)		(302	)		(1,484	)		(1,112	)
NET LOSS AND COMPREHENSIVE LOSS		(3,938	)		(4,618	)		(15,578	)		(18,033	)
	in USD						in USD
LOSS PER ORDINARY SHARE - BASIC AND DILUTED		(0.03	)		(0.02	)		(0.11	)		(0.08	)
WEIGHTED AVERAGE NUMBER OF SHARES USED IN CALCULATION OF LOSS PER ORDINARY SHARE		148,920,707			296,508,550			142,527,942			231,380,969

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

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 NINE MONTHS ENDED SEPTEMBER 30, 2019:
Issuance of share capital, net		1,018		11,266		-			-			-			12,284
Employee stock options exercised		1		53		(53	)		-			-			1
Employee stock options forfeited and expired		-		919		(919	)		-			-			-
Share-based compensation		-		-		1,170			-			-			1,170
Comprehensive loss for the period		-		-		-			-			(15,578	)		(15,578	)
BALANCE AT SEPTEMBER 30, 2019		4,129		262,430		12,153			(1,416	)		(238,098	)		39,198

	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 NINE MONTHS ENDED SEPTEMBER 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		-		-		1,118			-			-			1,118
Comprehensive loss for the period		-		-		-			-			(18,033	)		(18,033	)
BALANCE AT SEPTEMBER 30, 2020		8,281		271,107		12,835			(1,416	)		(265,999	)		24,808

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

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 JULY 1, 2019		4,001		261,522		11,835			(1,416	)		(234,160	)		41,782
CHANGES FOR THREE MONTHS ENDED SEPTEMBER 30, 2019:
Issuance of share capital, net		128		829		-			-			-			957
Employee stock options exercised		-		26		(26	)		-			-			-
Employee stock options forfeited and expired		-		53		(53	)		-			-			-
Share-based compensation		-		-		397			-			-			397
Comprehensive loss for the period		-		-		-			-			(3,938	)		(3,938	)
BALANCE AT SEPTEMBER 30, 2019		4,129		262,430		12,153			(1,416	)		(238,098	)		39,198

	Ordinary		Share		Capital		Other Comprehensive			Accumulated
	Shares		premium		Reserve		Loss			deficit			Total
	in USD thousands
BALANCE AT JULY 1, 2020		8,281		271,107		12,639		(1,416	)		(261,381	)		29,230
CHANGES FOR THREE MONTHS ENDED SEPTEMBER 30, 2020:
Issuance of share capital, net		-		-		-		-			-			-
Employee stock options exercised		-		-		-		-			-			-
Employee stock options forfeited and expired		-		-		-		-			-			-
Share-based compensation		-		-		196		-			-			196
Comprehensive loss for the period		-		-		-		-			(4,618	)		(4,618	)
BALANCE AT SEPTEMBER 30, 2020		8,281		271,107		12,835		(1,416	)		(265,999	)		24,808

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

4

BioLineRx Ltd.

CONDENSED CONSOLIDATED INTERIM CASH FLOW STATEMENTS

(UNAUDITED)

	Nine months ended September 30,
	2019			2020
	in USD thousands
CASH FLOWS - OPERATING ACTIVITIES
Comprehensive loss for the period		(15,578	)		(18,033	)
Adjustments required to reflect net cash used in operating activities  (see appendix below)		(1,658	)		259
Net cash used in operating activities		(17,236	)		(17,774	)
CASH FLOWS - INVESTING ACTIVITIES
Investments in short-term deposits		(34,517	)		(28,500	)
Maturities of short-term deposits		36,637			36,626
Purchase of property and equipment		(54	)		(1	)
Net cash provided by investing activities		2,066			8,125
CASH FLOWS - FINANCING ACTIVITIES
Issuance of share capital and warrants, net of issuance costs		16,836			13,411
Employee stock options exercised		1			8
Repayments of loans		(70	)		(2,338	)
Repayments of lease liabilities		(165	)		(162	)
Net cash provided by financing activities		16,602			10,919
INCREASE IN CASH AND CASH EQUIVALENTS		1,432			1,270
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD		3,404			5,297
EXCHANGE DIFFERENCES ON CASH AND CASH EQUIVALENTS		49			(15	)
CASH AND CASH EQUIVALENTS - END OF PERIOD		4,885			6,552

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

5

BioLineRx Ltd.

APPENDIX TO CONDENSED CONSOLIDATED INTERIM CASH FLOW STATEMENTS

(UNAUDITED)

	Nine months ended September 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		667			737
Long-term prepaid expenses		(3	)		-
Exchange differences on cash and cash equivalents		(49	)		15
Fair value adjustments of warrants		(4,429	)		(727	)
Share-based compensation		1,170			1,118
Warrant issuance costs		417			593
Interest and exchange differences on short-term deposits		(628	)		(209	)
Interest on loans		512			370
Exchange differences on lease liability		-			4
		(2,343	)		1,901
Changes in operating asset and liability items:
Decrease in prepaid expenses and other receivables		265			125
Increase (decrease) in accounts payable and accruals		420			(1,767	)
		685			(1,642	)
		(1,658	)		259
Supplemental information on interest received in cash		628			342
Supplemental information on interest paid in cash		782			671

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

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 $266 million through September 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 September 30, 2020, and for the nine months then ended, were approved by the Board of Directors on November 23, 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 September 30, 2020 and for the three and nine 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 nine months ended September 30, 2020 are not necessarily indicative of the results that may be expected for the entire fiscal year or for any other interim period.

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 the COVID-19 pandemic 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 pandemic has spread to many countries throughout the world, including to the United States, Europe and Israel, where the Company currently manufactures its therapeutic candidates and conducts its clinical trials. The Company has previously experienced some recruitment delays from the deepening and extended impact of COVID-19 on its clinical trials; however, at present, the Company does not believe these delays will significantly impact its 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 –    EQUITY

a. At-the-market (“ATM”) sales agreements

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, to 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 remained 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 nine-month period ended September 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 September 30, 2020, an aggregate of 2,923,552 ADSs were sold under the facility for total gross proceeds of approximately $13.0 million. In September 2020, the Company terminated the agreement with BTIG.

In September 2020, the Company entered into a new ATM sales agreement with H.C. Wainwright & Co., LLC (“HCW”), pursuant to which the Company is entitled, at its sole discretion, to offer and sell through HCW, acting as sales agent, ADSs having an aggregate offering price of up to $25.0 million throughout the period during which the ATM facility remains in effect. The Company agreed to pay HCW a commission of 3.0% of the gross proceeds from the sale of ADSs under the facility. Expenses associated with establishment of the ATM facility with HCW amounted to $0.2 million, which were recorded in non-operating expenses during the period. As of September 30, 2020, no ADSs had been sold under the facility. Subsequent to September 30, 2020, an aggregate of 868,952 ADSs were sold under the facility, resulting in net proceeds of $1.7 million.

8

BioLineRx Ltd.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 4 –    EQUITY (cont.)

b. Financings

In May and June 2020, the Company sold in registered direct offerings an aggregate of 7,653,145 ADSs at a price of $1.75 per ADS. In concurrent private placements, the Company issued to investors in the offerings unregistered warrants to purchase 7,653,145 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 fees, warrants to purchase 382,657 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 offerings raised a total of $13.4 million, with net proceeds of $12.0 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 and 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 approximately 0.20% and an average standard deviation of approximately 80.2%.The fair value of the warrants as of September 30, 2020 was based on the then current price of an ADS, a risk-free interest rate of 0.13% and an average standard deviation of approximately 87.3%. The change in fair value from the date of issuance through September 30, 2020 amounted to $0.5 million.

c. Stock options

In September 2020, the Board of Directors approved the re-pricing of outstanding “underwater” employee stock options for the purchase of approximately 12,300,000 ordinary shares (equivalent to approximately 820,000 ADSs), out of total employee stock options for the purchase of approximately 15,100,000 ordinary shares (equivalent to approximately 1,000,000 ADSs) outstanding at that time. The weighted average exercise price of the options subject to re-pricing was  NIS 2.64 per share (equivalent to $11.60 per ADS). Following the re-pricing, the new exercise price of the options is NIS 1.00 per share (equivalent to $4.37 per ADS). The total compensation cost associated with the re-pricing was approximately $130,000, and will be recorded as an expense over the remaining vesting period of the re-priced options (which was not material for the quarter ended September 30, 2020).

In November 2020, the Company’s Board of Directors approved an increase of 22,400,000 ordinary shares (equivalent to approximately 1,500,000 ADSs) to the total pool of authorized ordinary shares reserved for purposes of the Company’s share incentive plan.

9

BioLineRx Ltd.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 4 –    EQUITY (cont.)

d. Share capital

As of December 31, 2019, and September 30, 2020, the Company’s share capital is composed of ordinary shares, as follows:

	Number of ordinary shares
	December 31,		September 30,
	2019		2020
Authorized share capital		500,000,000		1,500,000,000
Issued and paid-up share capital		171,269,528		296,508,550

	In USD and NIS
	December 31,		September 30,
	2019		2020
Authorized share capital (in NIS)		50,000,000		150,000,000
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

10