Foreign Filer Report • Nov 15, 2022
Foreign Filer Report
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WASHINGTON, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2022
Commission file number: 001-35223 _______________________
(Translation of registrant's name into English) _______________________
2 HaMa'ayan Street Modi'in 7177871, Israel (Address of Principal Executive Offices)
_______________________
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulations S-T Rule 101(b)(1):_____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulations S-T Rule 101(b)(7):_____
On November 15, 2022, the Registrant issued a press release announcing its financial results for the three and nine months ended September 30, 2022. The Registrant is also publishing its unaudited interim consolidated financial statements, as well as its operating and financial review, as of September 30, 2022 and for the three and nine months then ended. Attached hereto are the following exhibits:
Exhibit 1: Registrant's press release dated November 15, 2022;
Exhibit 2: Registrant's condensed consolidated interim financial statements as of September 30, 2022 and for the three and nine months then ended; and
Exhibit 3: Registrant's operating and financial review as of September 30, 2022 and for the three and nine months then ended.
This Form 6-K, the text under the heading "Financial Results for the Quarter Ended June 30, 2022" in Exhibit 1, and Exhibit 2 and Exhibit 3 are hereby incorporated by reference into all effective registration statements filed by the registrant under the Securities Act of 1933.
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.
By: /s/ Philip Serlin
Philip Serlin Chief Executive Officer
Dated: November 15, 2022
For Immediate Release
- Announced FDA acceptance of APHEXDA® (motixafortide) New Drug Application (NDA) in stem cell mobilization with Prescription Drug User Fee Act (PDUFA) target action date of September 9, 2023 -
- Introduced plan to commercialize APHEXDA® independently in the U.S., if approved, and named Holly May, President, BioLineRx USA -
- Completed \$40M debt financing agreement and \$15M equity offering to support aggressive commercial U.S. launch of APHEXDA®
- Management to hold conference call today, November 15, at 10:00 am EST -
TEL AVIV, Israel, November 15, 2022 – (PRNewswire) – BioLineRx Ltd. (NASDAQ/TASE: BLRX), a pre-commercial-stage biopharmaceutical company focused on oncology, today reported third quarter financial results and recent corporate and portfolio updates.
"The Company delivered outstanding performance during the third quarter and subsequent period. Last week's FDA acceptance of our new drug application for APHEXDA® (motixafortide) substantially advances our twin goals of delivering an important new therapy for the mobilization of stem cells in preparation for autologous transplantation in patients with multiple myeloma, and in parallel, transitioning to a commercial stage company," said Philip Serlin, Chief Executive Officer of BioLineRx. "Importantly, we took steps that allow us to rapidly commercialize APHEXDA®, if approved, including securing financing, building out our U.S. operations, and progressing our launch strategy. We believe that APHEXDA® has the potential to become the standard-of-care mobilizing agent for multiple myeloma patients."
"Additionally, working with our collaborators, we advanced motixafortide development programs for pancreatic cancer, reflecting motixafortide's potential broad clinical utility. Finally, we anticipate sharing data from the Phase 1/2a trial of our solid tumor investigational immunotherapy AGI-134 prior to year-end. We believe we are well-positioned to execute across all of our programs and continue to aggressively plan for the potential launch of APHEXDA® next year," Mr. Serlin concluded.
Multiple Myeloma
Pancreatic Ductal Adenocarcinoma (PDAC)
Sickle Cell Disease & Gene Therapy
• Announced presentation of clinical trial study design of novel stem cell mobilization regimen with motixafortide to support gene therapy development for sickle cell patients at the ASH Annual Meeting, which is being held December 10-13, 2022, in New Orleans, Louisiana
Solid Tumor Immunotherapy
• Advanced biomarker analysis from the Phase 1/2a trial of AGI-134 in solid tumors and anticipate announcing results from Part 2 of the trial by year-end
BioLineRx will hold a conference call today, Tuesday, November 15 at 10:00 a.m. EST. To access the conference call, please dial +1-888-281-1167 from the U.S. or +972-3-918-0685 internationally. The call will also be available via webcast and can be accessed through the Investor Relations page of BioLineRx's website. Please allow extra time prior to the call to visit the site and download any necessary software to listen to the live broadcast. A replay of the conference call will be available approximately two hours after completion of the live conference call on the Investor Relations page of BioLineRx's website. A dial-in replay of the call will be available until November 17, 2022; please dial +1-888-295-2634 from the US or +972-3-925-5903 internationally.
BioLineRx Ltd. (NASDAQ/TASE: BLRX) is a pre-commercial-stage biopharmaceutical company focused on oncology. The Company's lead development program, motixafortide, a novel selective inhibitor of the CXCR4 chemokine receptor, may support diverse therapeutic approaches in oncology and other diseases. APHEXDA® (motixafortide) was successfully evaluated in a Phase 3 study in stem cell mobilization for autologous transplantation in multiple myeloma patients, has reported positive results from a pre-planned pharmacoeconomic study in the U.S., and has had its NDA submission accepted by the FDA with a PDUFA date of September 9, 2023. Motixafortide was also successfully evaluated in a Phase 2a study for the treatment of pancreatic cancer (PDAC) in combination with KEYTRUDA® and chemotherapy and is currently being studied in combination with LIBTAYO® and chemotherapy as a first-line PDAC therapy. A randomized phase 2b study with 200 patients in combination with PD1 and chemotherapy as a first-line PDAC therapy will initiate in 2023. BioLineRx is also developing a second oncology program, AGI-134, an immunotherapy treatment for multiple solid tumors that is currently being investigated in a Phase 1/2a study. For additional information on BioLineRx, please visit the Company's website at www.biolinerx.com, where you can review the Company's SEC filings, press releases, announcements and events.
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 "anticipates," "believes," "could," "estimates," "expects," "intends," "may," "plans," "potential," "predicts," "projects," "should," "will," and "would," and describe opinions about future events. These forward-looking statements involve known and unknown risks, uncertainties and other factors 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. Factors that could cause BioLineRx's actual results to differ materially from those expressed or implied in such forward-looking statements include, but are not limited to: the initiation, timing, progress and results of BioLineRx's preclinical studies, clinical trials and other therapeutic candidate development efforts; BioLineRx's ability to advance its therapeutic candidates into clinical trials or to successfully complete its preclinical studies or clinical trials; BioLineRx's receipt of regulatory approvals for its therapeutic candidates, and the timing of other regulatory filings and approvals; the clinical development, commercialization and market acceptance of BioLineRx's therapeutic candidates; BioLineRx's ability to establish and maintain corporate collaborations; BioLineRx's ability to integrate new therapeutic candidates and new personnel; the interpretation of the properties and characteristics of BioLineRx's therapeutic candidates and of the results obtained with its therapeutic candidates in preclinical studies or clinical trials; the implementation of BioLineRx's business model and strategic plans for its business and therapeutic candidates; the scope of protection BioLineRx is able to establish and maintain for intellectual property rights covering its therapeutic candidates and its ability to operate its business without infringing the intellectual property rights of others; estimates of BioLineRx's expenses, future revenues, capital requirements and its needs for and ability to access sufficient additional financing; risks related to changes in healthcare laws, rules and regulations in the United States or elsewhere; competitive companies, technologies and BioLineRx's industry; statements as to the impact of the political and security situation in Israel on BioLineRx's business; and the impact of the COVID-19 pandemic and the Russian invasion of Ukraine, which may exacerbate the magnitude of the factors discussed above. 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 16, 2022. 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.
United States
John Lacey BioLineRx +1-781-392-5514 [email protected]
Moran Meir LifeSci Advisors, LLC +972-54-476-4945 [email protected]
(UNAUDITED)
| Three months ended September 30, |
Nine months ended September 30, |
|||
|---|---|---|---|---|
| 2021 | 2022 | 2021 | 2022 | |
| in USD thousands | in USD thousands | |||
| RESEARCH AND DEVELOPMENT EXPENSES | (4,923) | (4,369) | (14,340) | (14,199) |
| SALES AND MARKETING EXPENSES | (247) | (1,317) | (731) | (3,112) |
| GENERAL AND ADMINISTRATIVE EXPENSES | (1,047) | (1,392) | (3,108) | (3,448) |
| OPERATING LOSS | (6,217) | (7,078) | (18,179) | (20,759) |
| NON-OPERATING INCOME (EXPENSES), NET | 710 | 389 | (4,068) | 2,115 |
| FINANCIAL INCOME | 52 | 109 | 299 | 256 |
| FINANCIAL EXPENSES | (261) | (267) | (802) | (832) |
| NET LOSS AND COMPREHENSIVE LOSS | (5,716) | (6,847) | (22,750) | (19,220) |
| in USD | in USD | |||
| LOSS PER ORDINARY SHARE - BASIC AND DILUTED | (0.01) | (0.01) | (0.04) | (0.03) |
| WEIGHTED AVERAGE NUMBER OF SHARES USED IN CALCULATION OF LOSS PER ORDINARY SHARE |
708,473,164 | 740,767,492 | 646,427,790 | 723,805,390 |
(UNAUDITED)
| December 31, | September 30, 2022 |
||
|---|---|---|---|
| 2021 | |||
| in USD thousands | |||
| Assets | |||
| CURRENT ASSETS | |||
| Cash and cash equivalents | 12,990 | 13,105 | |
| Short-term bank deposits | 44,145 | 44,157 | |
| Prepaid expenses | 127 | 537 | |
| Other receivables | 142 | 143 | |
| Total current assets | 57,404 | 57,942 | |
| NON-CURRENT ASSETS | |||
| Property and equipment, net | 952 | 726 | |
| Right-of-use assets, net | 1,331 | 1,289 | |
| Intangible assets, net | 21,704 | 21,716 | |
| Total non-current assets | 23,987 | 23,731 | |
| Total assets | 81,391 | 81,673 | |
| Liabilities and equity | |||
| CURRENT LIABILITIES | |||
| Current maturities of long-term loan | 2,757 | 802 | |
| Accounts payable and accruals: | |||
| Trade | 5,567 | 5,829 | |
| Other | 1,227 | 1,351 | |
| Current maturities of lease liabilities | 168 | 151 | |
| Total current liabilities | 9,719 | 8,133 | |
| NON-CURRENT LIABILITIES | |||
| Warrants | 1,859 | 8,156 | |
| Long-term loan, net of current maturities | - | 8,353 | |
| Lease liabilities | 1,726 | 1,507 | |
| Total non-current liabilities | 3,585 | 18,016 | |
| COMMITMENTS AND CONTINGENT LIABILITIES | |||
| Total liabilities | 13,304 | 26,149 | |
| EQUITY | |||
| Ordinary shares | 21,066 | 27,098 | |
| Share premium | 339,346 | 338,841 | |
| Warrants | 975 | 1,408 | |
| Capital reserve | 13,157 | 13,854 | |
| Other comprehensive loss | (1,416) | (1,416) | |
| Accumulated deficit | (305,041) | (324,261) | |
| Total equity | 68,087 | 55,524 | |
| Total liabilities and equity | 81,391 | 81,673 | |
Exhibit 2
BioLineRx Ltd. CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED) AS OF SEPTEMBER 30, 2022
| 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 |
| Condensed consolidated interim cash flow statements | 4-5 |
| Notes to the condensed consolidated interim financial statements | 6-10 |
(UNAUDITED)
| 2021 2022 in USD thousands Assets CURRENT ASSETS Cash and cash equivalents 12,990 Short-term bank deposits 44,145 Prepaid expenses 127 Other receivables 142 Total current assets 57,404 NON-CURRENT ASSETS Property and equipment, net 952 Right-of-use assets, net 1,331 Intangible assets, net 21,704 Total non-current assets 23,987 Total assets 81,391 Liabilities and equity CURRENT LIABILITIES Current maturities of long-term loan 2,757 Accounts payable and accruals: Trade 5,567 5,829 Other 1,227 Current maturities of lease liabilities 168 Total current liabilities 9,719 NON-CURRENT LIABILITIES Warrants 1,859 8,156 Long-term loan, net of current maturities - Lease liabilities 1,726 Total non-current liabilities 3,585 18,016 COMMITMENTS AND CONTINGENT LIABILITIES Total liabilities 13,304 EQUITY Ordinary shares 21,066 27,098 Share premium 339,346 338,841 Warrants 975 1,408 Capital reserve 13,157 13,854 Other comprehensive loss (1,416) (1,416) Accumulated deficit (305,041) |
December 31, | September 30, | |
|---|---|---|---|
| 13,105 | |||
| 44,157 | |||
| 537 | |||
| 143 | |||
| 57,942 | |||
| 726 | |||
| 1,289 | |||
| 21,716 | |||
| 23,731 | |||
| 81,673 | |||
| 802 | |||
| 1,351 | |||
| 151 | |||
| 8,133 | |||
| 8,353 | |||
| 1,507 | |||
| 26,149 | |||
| (324,261) | |||
| Total equity 68,087 |
55,524 | ||
| Total liabilities and equity 81,391 |
81,673 |
The accompanying notes are an integral part of these condensed consolidated interim financial statements. 1
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE LOSS
(UNAUDITED)
| Three months ended September 30, | Nine months ended September 30, |
||||
|---|---|---|---|---|---|
| 2021 | 2022 | 2021 | 2022 | ||
| in USD thousands | in USD thousands | ||||
| RESEARCH AND DEVELOPMENT EXPENSES | (4,923) | (4,369) | (14,340) | (14,199) | |
| SALES AND MARKETING EXPENSES | (247) | (1,317) | (731) | (3,112) | |
| GENERAL AND ADMINISTRATIVE EXPENSES | (1,047) | (1,392) | (3,108) | (3,448) | |
| OPERATING LOSS | (6,217) | (7,078) | (18,179) | (20,759) | |
| NON-OPERATING INCOME (EXPENSES), NET | 710 | 389 | (4,068) | 2,115 | |
| FINANCIAL INCOME | 52 | 109 | 299 | 256 | |
| FINANCIAL EXPENSES | (261) | (267) | (802) | (832) | |
| NET LOSS AND COMPREHENSIVE LOSS | (5,716) | (6,847) | (22,750) | (19,220) | |
| in USD | in USD | ||||
| LOSS PER ORDINARY SHARE - BASIC AND DILUTED | (0.01) | (0.01) | (0.04) | (0.03) | |
| WEIGHTED AVERAGE NUMBER OF SHARES USED IN CALCULATION OF LOSS PER ORDINARY SHARE |
708,473,164 | 740,767,492 | 646,427,790 | 723,805,390 |
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
| Other | |||||||
|---|---|---|---|---|---|---|---|
| Ordinary | Share | Capital | Comprehensive | Accumulated | |||
| Shares | premium | Warrants | reserve | loss | deficit | Total | |
| in USD thousands | |||||||
| BALANCE AT JANUARY 1, 2021 | 9,870 | 279,241 | - | 12,322 | (1,416) | (277,987) | 22,030 |
| CHANGES FOR NINE MONTHS ENDED SEPTEMBER | |||||||
| 30, 2021: | |||||||
| Issuance of share capital and warrants, net | 8,764 | 39,569 | 975 | - | - | - | 49,308 |
| Warrants exercised | 2,235 | 18,967 | - | - | - | - | 21,202 |
| Employee stock options exercised | 5 | 41 | - | (39) | - | - | 7 |
| Employee stock options expired | - | 233 | - | (233) | - | - | - |
| Share-based compensation | - | - | - | 1,104 | - | - | 1,104 |
| Comprehensive loss for the period | - | - | - | - | - | (22,750) | (22,750) |
| BALANCE AT SEPTEMBER 30, 2021 | 20,874 | 338,051 | 975 | 13,154 | (1,416) | (300,737) | 70,901 |
| Ordinary Shares |
Share premium |
Warrants | Capital reserve |
Other Comprehensive Loss |
Accumulated deficit |
Total | |
| in USD thousands | |||||||
| BALANCE AT JANUARY 1, 2022 | 21,066 | 339,346 | 975 | 13,157 | (1,416) | (305,041) | 68,087 |
| CHANGES FOR NINE MONTHS ENDED SEPTEMBER 30, 2022: |
| 433 - - - 5,455 |
|---|
| - (12) - - 2 |
| - (491) - - - |
| - 1,200 - - 1,200 |
| - - - (19,220) (19,220) |
| 1,408 13,854 (1,416) (324,261) 55,524 |
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
| Nine months ended September 30, | |||
|---|---|---|---|
| 2021 | 2022 | ||
| in USD thousands | |||
| CASH FLOWS - OPERATING ACTIVITIES | |||
| Net loss for the period | (22,750) | (19,220) | |
| Adjustments required to reflect net cash used in operating activities (see appendix below) | 4,680 | (1,337) | |
| Net cash used in operating activities | (18,070) | (20,557) | |
| CASH FLOWS - INVESTING ACTIVITIES | |||
| Investments in short-term deposits | (70,000) | (36,000) | |
| Maturities of short-term deposits | 27,813 | 36,232 | |
| Purchase of property and equipment | - | (74) | |
| Purchase of intangible assets | (35) | (14) | |
| Net cash provided by (used in) investing activities | (42,222) | 144 | |
| CASH FLOWS - FINANCING ACTIVITIES | |||
| Issuance of share capital and warrants, net of issuance costs | 49,308 | 14,359 | |
| Exercise of warrants | 10,907 | - | |
| Employee stock options exercised | 7 | 2 | |
| Repayments of loan | (2,502) | (2,832) | |
| Proceeds of long-term loan, net of issuance costs | - | 9,126 | |
| Repayments of lease liabilities | (145) | (126) | |
| Net cash provided by financing activities | 57,575 | 21,085 | |
| INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (2,717) | 672 | |
| CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD | 16,831 | 12,990 | |
| EXCHANGE DIFFERENCES ON CASH AND CASH EQUIVALENTS | (37) | (557) | |
| CASH AND CASH EQUIVALENTS - END OF PERIOD | 14,077 | 13,105 |
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
| Nine months ended September 30, | |||
|---|---|---|---|
| 2021 | 2022 | ||
| in USD thousands | |||
| Adjustments required to reflect net cash used in operating activities: | |||
| Income and expenses not involving cash flows: | |||
| Depreciation and amortization | 529 | 467 | |
| Exchange differences on cash and cash equivalents | 37 | 557 | |
| Fair value adjustments of warrants | 4,090 | (2,778) | |
| Share-based compensation | 1,104 | 1,200 | |
| Warrant issuance costs | - | 171 | |
| Interest and exchange differences on short-term deposits | (185) | (244) | |
| Interest on loans | 245 | 104 | |
| Exchange differences on lease liability | (3) | (233) | |
| Long-term loan issuance costs | - | (556) | |
| 5,817 | (1,312) | ||
| Changes in operating asset and liability items: | |||
| Increase in prepaid expenses and other receivables | (348) | (411) | |
| Increase (decrease) in accounts payable and accruals | (789) | 386 | |
| (1,137) | (25) | ||
| 4,680 | (1,337) | ||
| Supplemental information on interest received in cash | 77 | 244 | |
| Supplemental information on interest paid in cash | 541 | 307 | |
| Supplemental information on warrant issuance costs paid in cash | - | 591 | |
| Supplemental information on non-cash transactions: | |||
| Changes in right-of-use asset | 143 | 123 | |
| Warrant issuance costs | - | 262 | |
| Exercise of warrants (portion related to accumulated fair value adjustments) | 10,295 | - | |
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
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 pre-commercialization and 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"). Each ADS represents 15 ordinary shares.
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 immunooncology. In April 2022, the Company re-activated BioLineRx USA, Inc., a previously inactive subsidiary incorporated in the US, to engage in pre-commercialization and commercialization activities associated with the potential launch of Motixafortide for stem-cell mobilization in the US.
Although the Company has succeeded in generating significant revenues from a number of out-licensing transactions in the past, it cannot determine with reasonable certainty if and when it will become profitable on a current basis. Management believes that the Company's current cash and other resources will be sufficient to fund its projected cash requirements into the first half of 2024. 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.
The condensed consolidated interim financial statements of the Company as of September 30, 2022, and for the three and nine months then ended, were approved by the Board of Directors on November 14, 2022, and signed on its behalf by the Chairman of the Board, the Chief Executive Officer and the Chief Financial Officer.

The Company's condensed consolidated interim financial statements as of September 30, 2022 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, 2021 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, 2022 are not necessarily indicative of the results that may be expected for the entire fiscal year or for any other interim period.
The preparation of financial statements in conformity with IFRS requires management to make 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, in the process of applying the Company's accounting policies. These inputs also consider, among other things, the implications of pandemics and wars across the globe 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. In this regard, U.S. and global markets are currently experiencing volatility and disruption following the escalation of geopolitical tensions and the ongoing military conflict between Russia and Ukraine. Although the length and impact of the ongoing military conflict are highly unpredictable, the conflict in Ukraine could lead to market disruptions, including significant volatility in commodity prices, credit and the capital markets. As of the date of release of these financial statements, the Company estimates there are no material effects of this conflict on its financial position and results of operations.
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, 2021 and for the year then ended.
(UNAUDITED)
The Company maintains an ATM facility with H.C. Wainwright & Co., LLC ("HCW") pursuant to an ATM sales agreement entered into in September 2021. In accordance with the agreement, the Company is entitled, at its sole discretion, to offer and sell through HCW, acting as a 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 has agreed to pay HCW a commission of 3.0% of the gross proceeds from the sale of ADSs under the facility. During the nine months ended September 30, 2022, the Company issued a total of 206,324 ADSs under the program for total gross proceeds of approximately \$0.3 million. From the effective date of the agreement through the issuance date of this report, 608,651 ADSs have been sold under the program for total gross proceeds of approximately \$1.4 million.
In September 2022, the Company entered into a \$40 million loan agreement with Kreos Capital VII Aggregator SCSp ("Kreos Capital"). Pursuant to the agreement, the first tranche of \$10 million was drawn down by the Company following execution of the definitive agreement, after completion of certain customary conditions to closing. The remaining \$30 million will be made available in two additional tranches subject to the achievement of pre-specified milestones. The tranches are available for drawdown at the Company's discretion at various time points through October 1, 2024.
Each tranche carries a pre-defined interest-only payment period, followed by a loan principal amortization period of up to 36 months subsequent to the interest-only period. The interest-only periods are subject to possible extension based on certain pre-defined milestones. Borrowings under the financing will bear interest at a fixed rate of 9.5% per annum (~11.0%, including associated cash fees). As security for the loan, Kreos Capital received a first-priority, secured interest in all Company assets, including intellectual property. In addition, Kreos Capital will be entitled to mid-to-high single-digit royalties on Motixafortide sales, up to a pre-defined cap.
In September 2022, the Company completed a registered direct offering of 13,636,365 ADSs at a price of \$1.10 per ADS. In concurrent private placements, the Company issued to investors in the offering unregistered warrants to purchase 13,636,365 ADSs. The warrants are exercisable immediately, expire five years from the date of issuance and have an exercise price of \$1.15 per ADS. In addition, the Company granted to the placement agent in the offering, as part of the placement fee, warrants to purchase 681,818 ADSs. These warrants are exercisable immediately, expire five years from the date of issuance and have an exercise price of \$1.375 per ADS. Gross proceeds from the offering totaled \$15.0 million, with net proceeds of \$13.5 million, after deducting fees and expenses. The offering consideration allocated to the placement agent warrants amounted to \$0.4 million.
The warrants issued to the investors 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 issuance date 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 3.62%, and an average standard deviation of 82.5%. The gross consideration initially allocated to the investor warrants amounted to \$9.1 million, with total issuance costs initially allocated to the warrants amounting to \$0.8 million.
The fair value of the warrants amounted to \$8.1 million as of September 30, 2022, and was based on the then current price of an ADS, a risk-free interest rate of 4.06%, an average standard deviation of 82.8%, and on the remaining contractual life of the warrants.
The placement agent warrants have been classified in shareholders' equity, with initial recognition at fair value on the date issued, using the same assumptions as the investor warrants.
(UNAUDITED)
As of December 31, 2021, and September 30, 2022, the Company's share capital is composed of ordinary shares, as follows:
| Number of ordinary shares | |||
|---|---|---|---|
| December 31, | September 30, | ||
| 2021 | 2022 | ||
| Authorized share capital | 1,500,000,000 | 2,500,000,000 | |
| Issued and paid-up share capital | 715,156,008 | 922,867,375 | |
| In USD and NIS | |||
| December 31, | September 30, | ||
| 2021 | 2022 | ||
| Authorized share capital (in NIS) | 150,000,000 | 250,000,000 | |
| Issued and paid-up share capital (in NIS) | 71,515,600 | 92,286,737 | |
| Issued and paid-up share capital (in USD) | 21,066,368 | 27,097,603 | |
| 10 |
Exhibit 3
You should read the following discussion of our operating and financial condition and prospects in conjunction with the financial statements and the notes thereto included elsewhere in this 6-K, as well as in our Annual Report on Form 20-F filed on March 16, 2022, as amended on September 9, 2022 (the "Annual Report").
The following discussion contains "forward-looking statements," including statements regarding expectations, beliefs, intentions or strategies for the future. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms including "anticipates," "believes," "could," "estimates," "expects," "intends," "may," "plans," "potential," "predicts," "projects," "should," "will," "would," and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions, and are subject to risks and uncertainties. You should not put undue reliance on any forwardlooking statements. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those listed below as well as those discussed in the Annual Report (particularly those in "Item 3. Key Information – Risk Factors"). Unless we are required to do so under U.S. federal securities laws or other applicable laws, we do not intend to update or revise any forward-looking statements.
Factors that could cause our actual results to differ materially from those expressed or implied in such forward-looking statements include, but are not limited to:
Except as set forth below, there are no material changes to the risk factors previously disclosed in our Annual Report on Form 20-F for the year ended December 31, 2021.
Nasdaq has established certain standards for the continued listing of a security on the Nasdaq Capital Market. The standards for continued listing include, among other things, that the minimum bid price for the listed securities not fall below \$1.00 per share for a period of 30 consecutive trading days.
On November 2, 2022, we were notified in a letter, or the Notification Letter, by the Nasdaq Listing Qualifications that we are not in compliance with the minimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2), or the Rule, for continued listing on The Nasdaq Capital Market.
The Notification Letter provides that the Company has 180 calendar days, or until May 1, 2023, to regain compliance with the Rule. To regain compliance, the bid price of our ADSs must have a closing bid price of at least \$1.00 per share for a minimum of 10 consecutive business days. In the event we do not regain compliance by May 1, 2023, we may then be eligible for additional 180 days if we meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written notice of our intention to cure the deficiency during the second compliance period. If we do not qualify for the second compliance period or fail to regain compliance during the second compliance period, then Nasdaq will notify us of its determination to delist our ADSs, at which point we will have an opportunity to appeal the delisting determination to a Hearings Panel
No assurance can be given that we will be able to regain compliance with the Rule. Failure to meet applicable Nasdaq continued listing standards could result in a delisting of our ADSs. A delisting of our ADSs from Nasdaq could materially reduce the liquidity of our ADSs and result in a corresponding material reduction in the price of our ADSs. In addition, delisting could harm our ability to raise capital through alternative financing sources on terms acceptable to us, or at all, and may result in the potential loss of confidence by investors, employees and fewer business development opportunities.
We are a pre-commercial-stage biopharmaceutical company focused on oncology. Our current development and commercialization pipeline consists of two clinical-stage therapeutic candidates – motixafortide (BL-8040), a novel peptide for the treatment of stem-cell mobilization, solid tumors and acute myeloid leukemia, or AML, and AGI-134, an immuno-oncology agent in development for solid tumors. In addition, we have an off-strategy, legacy therapeutic product called BL-5010 for the treatment of skin lesions. We have generated our pipeline by systematically identifying, rigorously validating and in-licensing therapeutic candidates that we believe exhibit a high probability of therapeutic and commercial success. To date, except for BL-5010, none of our therapeutic candidates have been approved for marketing or sold commercially. Our strategy includes commercializing our therapeutic candidates through out-licensing arrangements with biotechnology and pharmaceutical companies and evaluating, on a case-by-case basis, the commercialization of our therapeutic candidates independently. In this regard, we are currently executing on an independent commercialization plan for motixafortide in stem cell mobilization for autologous bone marrow transplantation in multiple myeloma patients.
Motixafortide is a novel, short peptide that functions as a high-affinity antagonist for CXCR4, which we are developing for the treatment of stem-cell mobilization, solid tumors and AML.
Stem cell mobilization
AML
➢ During the first half of 2020, we initiated the evaluation of motixafortide as a potential therapy for acute respiratory distress syndrome, or ARDS, resulting from COVID-19 and other viral infections In this regard, substantial data is emerging regarding the involvement of neutrophils, neutrophil extracellular traps (NETs), monocytes and macrophages in the development of ARDS secondary to COVID-19 and other viral infections; as well as the key involvement of CXCR4 as a mediator of those cells in the inflamed pulmonary tissue. Based on the scientific data indicating the importance of blocking the CXCR4/CXCL12 axis during ARDS, we believe that motixafortide may be of potential benefit for patients with ARDS. Following our initial evaluation, in November 2020, we announced initiation of a Phase 1b study in patients with ARDS secondary to COVID-19 and other respiratory viral infections. The study is an investigator-initiated study, led by Wolfson Medical Center, in Israel, to evaluate motixafortide in patients hospitalized with ARDS. The primary endpoint of the study is to assess the safety of motixafortide in these patients; respiratory parameters and inflammatory biomarkers will be assessed as exploratory endpoints. Up to 25 patients will be enrolled in the study, with a preliminary analysis planned after ten patients have completed the initial treatment period. Results of the preliminary analysis are now expected in 2023 (although timelines are ultimately controlled by the independent investigator and are therefore subject to change).
AGI-134, a clinical therapeutic candidate in-licensed by our subsidiary, Agalimmune Ltd., is a synthetic alpha-Gal glycolipid immunotherapy in development for solid tumors. AGI-134 harnesses the body's pre-existing, highly abundant, anti-alpha-Gal antibodies to induce a hyper-acute, systemic, specific anti-tumor response to the patient's own tumor neo-antigens. This response not only kills the tumor cells at the site of injection, but also brings about a durable, follow-on, anti-metastatic immune response. In August 2018, we initiated a Phase 1/2a clinical study for AGI-134 that is primarily designed to evaluate the safety and tolerability of AGI-134 in unresectable metastatic solid tumors. The multi-center, open-label study is currently being carried out in the United Kingdom, Spain and Israel. Initial safety results from the first part of the study were announced at the beginning of September 2019; at the end of the same month, the second part of the study was commenced. Due to clinical operating issues associated with the COVID-19 pandemic, in April 2020, enrollment to the clinical trial was temporarily suspended. In August 2020, we renewed study enrollment, and in January 2022, we completed enrollment. Initial proof-of-mechanism of action and efficacy results are expected by the end of 2022.
In December 2021, we established a Scientific Advisory Board (SAB) to provide insight and guidance on our activities in the field of immuno-oncology. The SAB is comprised of recognized leaders in cancer immunology, intra-tumoral injections and clinical development.
Listed in alphabetical order, the founding SAB members are: Ronald Levy, MD, the Robert K. and Helen K. Summy Professor and Director of the Lymphoma Program at Stanford University School of Medicine, Palo Alto, CA; Aurélien Marabelle, MD, PhD, Clinical Director, Cancer Immunotherapy Program, Gustave Roussy, Paris, France and Director, Translational Research Laboratory in Immunotherapy, INSERM, Paris, France; Ignacio Melero MD, PhD, Professor of Immunology at the Academic Hospital of Navarra, Spain and at the Center for Applied Medical Research (CIMA) of the University of Navarra, Spain; and Jon Wigginton, MD, Chair of the SAB and Senior Advisor at Cullinan Oncology, former Chief Medical Officer of MacroGenics, and former Therapeutic Area Head, Immuno-Oncology, Early Clinical Research at Bristol-Myers Squibb.
Our commercialized, legacy therapeutic product, BL-5010, is a customized, proprietary pen-like applicator containing a novel, acidic, aqueous solution for the non-surgical removal of skin lesions. In December 2014, we entered into an exclusive out-licensing arrangement with Perrigo Company plc, or Perrigo, for the rights to BL-5010 for over-the-counter, or OTC, indications in Europe, Australia and additional selected countries. In March 2016, Perrigo received CE Mark approval for BL-5010 as a novel OTC treatment for the non-surgical removal of warts. The commercial launch of products for treatment of this first OTC indication (warts/verrucas) commenced in Europe in the second quarter of 2016. Since then, Perrigo has invested in improving the product and during 2019 launched an improved version of the product in several European countries. In March 2020, we agreed that Perrigo could relinquish its license rights for certain countries that had been included in its territory according to the original license agreement, and was also no longer obligated to develop, obtain regulatory approval for and commercialize products for a second OTC indication. In turn, in March 2020, we agreed with our licensor of the rights to BL-5010, Innovative Pharmaceutical Concepts (IPC) Inc., or IPC, to return to IPC those license rights no longer outlicensed to Perrigo as a result of the agreement described in the preceding sentence, in consideration of the payment to us of royalties or fees on sublicense receipts.
On November 13, 2022, Abi Vainstein-Haras, our Chief Medical Officer, notified us of her resignation from the Company in order to relocate to the United States. Dr. Vainstein-Haras' resignation will take effect on December 31, 2022. Dr. Vainstein-Haras is expected to continue to provide consulting services to the Company following her resignation, including full support during the FDA review process.
We have funded our operations primarily through the sale of equity securities (both in public and private offerings), funding received from the Israel Innovation Authority, or IIA, payments received under out-licensing arrangements, and interest earned on investments. We expect to continue to fund our operations over the next several years through our existing cash resources, potential future milestone and royalty payments that we may receive from our existing out-licensing agreement, potential future upfront, milestone or royalty payments that we may receive from out-licensing transactions for our other therapeutic candidates, potential revenues that we may receive from the direct commercialization of our other therapeutic candidates, interest earned on our investments, and additional capital to be raised through public or private equity offerings or debt financings. As of September 30, 2022, we held \$57.3 million of cash, cash equivalents and short-term bank deposits.
Our revenues to date have been generated primarily from milestone payments under previously existing out-licensing agreements.
We expect our revenues, if any, for the next several years to be derived primarily from the independent commercialization of motixafortide in stem cell mobilization, if approved by the FDA, as well as payments from any future out- licensing agreement and other potential collaboration arrangements, including future royalties on product sales.
Our research and development expenses consist primarily of salaries and related personnel expenses, fees paid to external service providers, up-front and milestone payments under our license agreements, patent-related legal fees, costs of preclinical studies and clinical trials, drug and laboratory supplies and costs for facilities and equipment. We primarily use external service providers to manufacture our product candidates for clinical trials and for the majority of our preclinical and clinical development work. We charge all research and development expenses to operations as they are incurred. We expect our research and development expense to remain our primary expense in the near future as we continue to develop our therapeutic candidates.
The following table identifies our current major research and development projects:
| Project | Status | Expected Near Term Milestones | ||
|---|---|---|---|---|
| motixafortide | Phase 3 registration study in autologous stem cell mobilization (GENESIS) completed; top-line results 1. announced May 2021 showed highly statistically significant evidence across all primary and secondary endpoints favoring motixafortide in combination with G-CSF (p<0.0001). In addition, the combination was found to be safe and well tolerated. Pharmaco-economic studies showed positive results regarding the cost-effectiveness of using motixafortide versus both G-CSF alone and plerixafor in combination with G-CSF. NDA submission made in September 2022, and in November 2022 the FDA accepted for review the NDA with a PDUFA target action date of September 9, 2023. |
1. | FDA decision on NDA filing expected in third quarter of 2023 |
|
| Phase 2 investigator-initiated study in first-line metastatic PDAC patients 2. |
2. | Data from the study is anticipated in 2023* | ||
| Phase 1b study in patients with ARDS secondary to COVID-19 and other respiratory viral infections 3. |
3. | Data from the study is anticipated in 2023* | ||
| Phase 2b randomized clinical trial in first-line metastatic PDAC patients under collaboration with 4. GenFleet |
4. | Initiation of the study is expected in 2023 | ||
| AGI-134 | Phase 1/2a study, ongoing | Initial proof-of-mechanism of action and efficacy results expected by end of 2022 |
*These studies are investigator-initiated studies; therefore, the timelines are ultimately controlled by the independent investigators and are subject to change.
We expect that a large percentage of our research and development expenses in the future will be incurred in support of our current and future preclinical and clinical development projects. Due to the inherently unpredictable nature of preclinical and clinical development processes, we are unable to estimate with any certainty the costs we will incur in the continued development of the therapeutic candidates in our pipeline for commercialization. Clinical development timelines, the probability of success and development costs can differ materially from expectations. We expect to continue to test our product candidates in preclinical studies for toxicology, safety and efficacy, and to conduct additional clinical trials for each product candidate. If we are not able to enter into an out-licensing arrangement with respect to any therapeutic candidate prior to the commencement of later stage clinical trials, we may fund the trials for the therapeutic candidate ourselves.
While we are currently focused on advancing each of our product development projects as well as the U.S. commercialization of motixafortide,, our future research and development expenses will depend on the clinical success of each therapeutic candidate, as well as ongoing assessments of each therapeutic candidate's commercial potential. In addition, we cannot forecast with any degree of certainty which therapeutic candidates may be subject to future out-licensing arrangements, when such out-licensing arrangements will be secured, if at all, and to what degree such arrangements would affect our development plans and capital requirements.
As we obtain results from clinical trials, we may elect to discontinue or delay clinical trials for certain therapeutic candidates or projects in order to focus our resources on more promising therapeutic candidates or projects. Completion of clinical trials by us or our licensees may take several years or more, but the length of time generally varies according to the type, complexity, novelty and intended use of a therapeutic candidate.
The cost of clinical trials may vary significantly over the life of a project as a result of differences arising during clinical development, including, among others:
The lengthy process of completing clinical trials and seeking regulatory approval for our product candidates requires expenditure of substantial resources. Any failure or delay in completing clinical trials, or in obtaining regulatory approvals, could cause a delay in generating product revenue and cause our research and development expenses to increase and, in turn, have a material adverse effect on our operations. Due to the factors set forth above, we are not able to estimate with any certainty when we would recognize any net cash inflows from our projects.
We expect our sales and marketing expenses to become our most significant cost as we advance our U.S. commercialization plan for motixafortide in stem cell mobilization for autologous bone marrow transplantation for multiple myeloma patients.
Sales and marketing expenses consist primarily of compensation for employees in business development and marketing functions. Other significant sales and marketing costs include costs for marketing and communication materials, pre-commercialization activities, professional fees for outside market research and consulting, legal services related to partnering transactions and travel costs.
General and administrative expenses consist primarily of compensation for employees in executive and operational functions, including accounting, finance, legal, investor relations, information technology and human resources. Other significant general and administration costs include facilities costs, professional fees for outside accounting and legal services, travel costs, insurance premiums and depreciation.
Non-operating expense and income includes fair-value adjustments of liabilities on account of the warrants issued in equity financings we carried out in February 2019, May-June 2020 and September 2022. These fair-value adjustments are highly influenced by our share price at each period end (revaluation date). Non-operating expense and income also includes issuance expenses of the ATM sales agreements between us and H.C. Wainwright & Co., LLC, or HCW, entered into in September 2020 and September 2021, and the pro-rata share of issuance expenses from the placements related to the warrants. Sales-based royalties and other revenue from the license agreement with Perrigo have also been included as part of non-operating income, as the out-licensed product is not an integral part of our strategy and the amounts are not material.
Financial expense and income consist of interest earned on our cash, cash equivalents and short-term bank deposits; interest expense related to our loans from Kreos Capital; bank fees and other transactional costs. In addition, it may also include gains/losses on foreign exchange hedging transactions, which we carry out from time to time to protect against a portion of our NISdenominated expenses (primarily compensation) in relation to the dollar.
We describe our significant accounting policies more fully in Note 2 to our consolidated financial statements for the year ended December 31, 2021. We believe that the accounting policies below are critical for one to fully understand and evaluate our financial condition and results of operations.
The discussion and analysis of our financial condition and results of operations is based on our financial statements, which we prepare in accordance with IFRS. The preparation of these financial statements requires us to make estimates using assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported revenues and expenses during the reporting periods. On an ongoing basis, we evaluate such estimates, including those described in greater detail below. We base our estimates on historical experience and on various assumptions that we believe are reasonable under the circumstances, the results of which impact the carrying value of our assets and liabilities that are not readily apparent from other sources. Actual results will differ from these estimates and such differences may be significant.
We did not record any revenues during each of the three-month and nine-month periods ended September 30, 2022 and 2021.
We did not record any cost of revenues during each of the three-month and nine-month periods ended September 30, 2022 and 2021.
| Three months ended September 30, | Nine months ended September 30, | |||||
|---|---|---|---|---|---|---|
| 2021 | 2022 | Increase (decrease) | 2021 | 2022 | Increase (decrease) | |
| (in thousands of U.S. dollars) | ||||||
| Research and development expenses, net | 4,923 | 4,369 | (554) | 14,340 | 14,199 | (141) |
Research and development expenses for the three months ended September 30, 2022 were \$4.4 million, a decrease of \$0.5 million, or 11.3%, compared to \$4.9 million for the three months ended September 30, 2021. The decrease resulted primarily from lower expenses related to NDA supporting activities related to motixafortide, as well as lower expenses associated with the completed motixafortide GENESIS clinical trial, offset by an increase in payroll and related expenses.
Research and development expenses for the nine months ended September 30, 2022 were \$14.2 million, a decrease of \$0.1 million, or 1.0%, compared to \$14.3 million for the nine months ended September 30, 2021. The decrease resulted primarily from lower expenses related to NDA supporting activities related to motixafortide, as well as lower expenses associated with the completed motixafortide GENESIS clinical trial, offset by an increase in expenses associated with the AGI-134 study.
| Three months ended September 30, | Nine months ended September 30, | |||||
|---|---|---|---|---|---|---|
| 2021 | 2022 | Increase (decrease) | 2021 | 2022 | Increase (decrease) | |
| (in thousands of U.S. dollars) | ||||||
| Sales and marketing expenses | 247 | 1,317 | 1,070 | 731 | 3,112 | 2,381 |
Sales and marketing expenses for the three months ended September 30, 2022 were \$1.3 million, an increase of \$1.1 million, or 433.2% compared to \$0.2 million for the three months ended September 30, 2021. The increase resulted primarily from initiation of pre-commercialization activities related to motixafortide, as well as an increase in market research.
Sales and marketing expenses for the nine months ended September 30, 2022 were \$3.1 million, an increase of \$2.4 million, or 325.7% compared to \$0.7 million for the nine months ended September 30, 2021. The reason for the increase is similar to the aforementioned increase in the three-month period.
| Three months ended September 30, | Nine months ended September 30, | |||||
|---|---|---|---|---|---|---|
| 2021 | 2022 | Increase (decrease) | 2021 | 2022 | Increase (decrease) | |
| (in thousands of U.S. dollars) | ||||||
| General and administrative expenses | 1,047 | 1,392 | 345 | 3,108 | 3,448 | 340 |
General and administrative expenses for the three months ended September 30, 2022 were \$1.4 million, an increase of \$0.3 million, or 32.9% compared to \$1.0 million for the three months ended September 30, 2021. The increase resulted primarily from an increase in share-based compensation and small increases in a number of G&A expenses.
General and administrative expenses for the nine months ended September 30, 2022 were \$3.4 million, an increase of \$0.3 million, or 10.9% compared to \$3.1 million for the nine months ended September 30, 2021. The reason for the increase is similar to the aforementioned increase in the three-month period.
| Three months ended September 30, | Nine months ended September 30, | |||||
|---|---|---|---|---|---|---|
| 2021 | 2022 | Increase (decrease) | 2021 | 2022 | Increase (decrease) | |
| (in thousands of U.S. dollars) | ||||||
| Non-operating income (expenses), net | 710 | 389 | (321) | (4,068) | 2,115 | 6,183 |
Comparison of three-month and nine-months periods ending September 30, 2022 and 2021
Non-operating income for the three and nine months ended September 30, 2022 primarily relates to fair-value adjustments of warrant liabilities on our balance sheet, offset by warrant offering expenses. Non-operating income (expenses) for the three and nine months ended September 30, 2021 primarily relate to fair-value adjustments of warrant liabilities on our balance sheet and issuance expenses of the ATM.
| Three months ended September 30, | Nine months ended September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2021 | 2022 | Increase (decrease) | 2021 | 2022 | Increase (decrease) | |||
| (in thousands of U.S. dollars) | ||||||||
| Financial income | 52 | 109 | 57 | 299 | 256 | (43) | ||
| Financial expenses | (261) | (267) | (6) | (802) | (832) | (30) | ||
| Net financial income (expenses) | (209) | (158) | 51 | (503) | (576) | (73) |
We recognized net financial expenses of \$0.2 million for the three months ended September 30, 2022, similar to the three months ended September 30, 2021. Net financial expenses for the 2022 period primarily relate to interest paid on loan and losses recorded on foreign currency (primarily NIS) cash balances due to the strengthening of the US dollar during the period, offset by investment income earned on our bank deposits. Net financial expenses for the 2021 period primarily relate to interest paid on loans, offset by investment income earned on our bank deposits.
We recognized net financial expenses of \$0.6 million for the nine months ended September 30, 2022, compared to net financial expenses of \$0.5 million for the nine months ended September 30, 2021. The composition of the expenses is similar to the aforementioned composition detailed in the three-month period.
Since our inception, we have funded our operations primarily through public and private offerings of our equity securities, payments received under our strategic licensing and collaboration arrangements, interest earned on investments and funding from the IIA. As of September 30, 2022, we held \$57.3 million of cash, cash equivalents and short-term bank deposits. We have invested substantially all of our available cash funds in short-term bank deposits.
In September 2021, we entered into an "at-the-market" offering agreement, or ATM, with H.C. Wainwright, or HCW, pursuant to which we may offer and sell, at our option, up to \$25.0 million of our ADSs through an at-the-market equity program under which HCW agreed to act as sales agent. This agreement replaced a substantially identical ATM program that we previously had with HCW. As of the issuance date of this report, we have sold 608,651 of our ADSs for total gross proceeds of approximately \$1.4 million under the ATM.
In September 2022, we entered into a loan agreement with Kreos Capital VII Aggregator SCSp, or Kreos Capital. Under the Loan Agreement, Kreos Capital will provide the Company with access to term loans in an aggregate principal amount of up to \$40 million in three tranches as follows: (a) a loan in the aggregate principal amount of up to \$10 million, available for drawdown upon closing of the Loan Agreement and until April 1, 2023, (b) a loan in the aggregate principal amount of up to \$20 million, available for drawdown upon achievement of certain milestones and until April 1, 2024, and (c) a loan in the aggregate principal amount of up to \$10 million, available for drawdown upon achievement of certain milestones and until October 1, 2024. We drew down the initial tranche of \$10 million following execution of the agreement in September 2022.
In September 2022, we entered into definitive agreements with certain institutional investors providing for the issuance and sale in a registered direct offering of 13,636,365 of our ADSs and warrants to purchase up to an aggregate of 13,636,365 ADSs at a combined purchase price of \$1.10 per ADS and associated investor warrant, for aggregate gross proceeds of approximately \$15 million. The transaction closed in September 2022.
Net cash used in operating activities was \$20.6 million for the nine months ended September 30, 2022, compared with net cash used in operating activities of \$18.1 million for the nine months ended September 30, 2021. The \$2.5 million increase in net cash used in operating activities in 2022 was primarily the result of an increase in sales and marketing expenses.
Net cash provided by investing activities was \$0.1 million for the nine months ended September 30, 2022, compared to net cash used in investing activities of \$44.2 million for the nine months ended September 30, 2021. The changes in cash flows from investing activities relate primarily to investments in, and maturities of, short-term bank deposits.
Net cash provided by financing activities was \$21.1 million for the nine months ended September 30, 2022, compared to net cash provided by financing activities of \$57.6 million for the nine months ended September 30, 2021. The cash flows in 2022 primarily reflect the underwritten public offering of our ADSs in September 2022 and the net proceeds of a loan from Kreos Capital, offset by repayments of a previous loan from Kreos Capital. The cash flows in 2021 primarily reflect the underwritten public offering of our ADSs in January 2021, warrant exercises, and net proceeds from the ATM Facility, offset by repayments of a loan from Kreos Capital.
Developing drugs, conducting clinical trials and commercializing products is expensive and we will need to raise substantial additional funds to achieve our strategic objectives. Although we believe our existing cash and other resources will be sufficient to fund our current projected cash requirements into the first half of 2024, we will require additional financing in the future to fund our operations. Additional financing may not be available on acceptable terms, if at all. Our future capital requirements will depend on many factors, including:
Until we can generate significant continuing revenues, we expect to satisfy our future cash needs through payments received under our collaborations, debt or equity financings, or by out-licensing other product candidates. We cannot be certain that additional funding will be available to us on acceptable terms, or at all.
If funds are not available, we may be required to delay, reduce the scope of, or eliminate one or more of our research or development programs or our commercialization efforts.
Since inception, we have not entered into any transactions with unconsolidated entities whereby we have financial guarantees, subordinated retained interests, derivative instruments or other contingent arrangements that expose us to material continuing risks, contingent liabilities, or any other obligations under a variable interest in an unconsolidated entity that provides us with financing, liquidity, market risk or credit risk support.
Presented below, for the convenience of the reader, is share and per-share information in ADSs (each ADS represents 15 ordinary shares).
| Three months ended September 30, |
Nine months ended September 30, |
||||
|---|---|---|---|---|---|
| 2021 | 2022 | 2021 | 2022 | ||
| (in U.S. dollars) | |||||
| Loss per ADS – basic and diluted | (0.12) | (0.14) | (0.53) | (0.39) | |
| September 30, | |||||
| December 31, 2021 | 2022 | ||||
| (in number of ADSs) | |||||
| Authorized share capital | 100,000,000 | 166,666,667 | |||
| Issued and paid-up capital | 47,677,067 | 61,524,492 | |||
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