Foreign Filer Report • Nov 18, 2021
Foreign Filer Report
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WASHINGTON, D.C. 20549
For the month of November 2021
Commission file number: 001-35223 _______________________
(Translation of registrant's name into English) _______________________
(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:
Form 20-F ☒ 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 18, 2021, the Registrant issued a press release announcing its financial results for the three and nine months ended September 30, 2021. The Registrant is also publishing its unaudited interim consolidated financial statements, as well as its operating and financial review, as of September 30, 2021 and for the three and nine months then ended. Attached hereto are the following exhibits:
Exhibit 1: Registrant's press release dated November 18, 2021;
Exhibit 2: Registrant's condensed consolidated interim financial statements as of September 30, 2021 and for the three and nine months then ended; and
Exhibit 3: Registrant's operating and financial review as of September 30, 2021 and for the three and nine months then ended.
This Form 6-K, the text under the heading "Financial Results for the Third Ended September 30, 2021" 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 18, 2021
Exhibit 1

For Immediate Release
- Positive results from pharmacoeconomic cost effectiveness study of Motixafortide in stem cell mobilization support its use as standard of care in combination with G-CSF -
- Pre-NDA meeting with FDA set for mid-December; NDA submission planned for H1 2022 -
- Cash and cash equivalents at September 30, 2021 of \$62.2 million -
- Management to hold conference call today, November 18, at 10:00 am EST -
Tel Aviv, Israel, November 18, 2021 -- BioLineRx Ltd. (NASDAQ: BLRX) (TASE: BLRX), a late clinical-stage biopharmaceutical company focused on oncology, today reports its financial results for the quarter ended September 30, 2021 and provides a corporate update.
"The key highlight since our last quarterly update was the statistically significant positive results from a pharmacoeconomic study of Motixafortide in stem cell mobilization for multiple myeloma patients," stated Philip Serlin, Chief Executive Officer of BioLineRx. "The study demonstrated that use of Motixafortide on top of G-CSF resulted in a net cost savings of \$17,000 per patient, not including the cost of Motixafortide, driven by fewer doses of G-CSF and a reduction in the number of apheresis sessions and related costs, versus G-CSF alone. These cost savings should leave substantial room in the future to optimize our pricing strategy for Motixafortide at product launch and thereafter, if approved.
"These results, together with the overwhelmingly positive results from our GENESIS Phase 3 study, which showed that almost 90% of patients collected an optimal number of cells for transplantation following a single administration of Motixafortide and in only one apheresis session, strongly support our view that Motixafortide, in combination with G-CSF, can become the new standard of care in SCM as an upfront, or primary, therapy for all multiple myeloma patients. If approved, this represents a significant advancement in SCM to the benefit of patients and payers alike and, to that end, we plan to submit an NDA to the FDA in the first half of next year.
"Our significant progress in SCM, together with the encouraging results we have seen in trials to date in metastatic pancreatic cancer, reflect the versatility of Motixafortide in both hematological and solid tumor cancers, which we have an opportunity to highlight at this year's ASH meeting next month. Our notable presence at such an important medical conference reflects the excellent progress that we have made to date across these core programs and underscores the momentum that we have entering 2022.
"With over \$62 million in cash, we believe we are well financed to achieve our upcoming important and potentially value creating milestones," Mr. Serlin concluded.
Research and development expenses for the three months ended September 30, 2021 were \$4.9 million, an increase of \$1.4 million, or 41.3%, compared to \$3.5 million for the three months ended September 30, 2020. The increase resulted primarily from an increase in expenses associated with the AGI-134 study and a timing difference related to a tax credit received in respect of AGI-134, as well as an increase in payroll and related-expenses due to a company-wide salary reduction related to the COVID-19 pandemic in the comparable 2020 period. Research and development expenses for the nine months ended September 30, 2021 were \$14.3 million, an increase of \$0.8 million, or 5.9%, compared to \$13.5 million for the nine months ended September 30, 2020. The increase resulted primarily from an increase in expenses associated with the AGI-134 study, as well as an increase in payroll and related-expenses due to a company-wide salary reduction related to the COVID-19 pandemic in the comparable 2020 period, offset by lower expenses associated with the completed Motixafortide GENESIS and COMBAT clinical trials.
Sales and marketing expenses for the three months ended September 30, 2021 were \$0.2 million, a decrease of \$0.1 million, or 20.1%, compared to \$0.3 million for the three months ended September 30, 2020. The decrease resulted primarily from lower consultancy services related to Motixafortide. Sales and marketing expenses for the nine months ended September 30, 2021 were \$0.7 million, similar to the comparable period in 2020.
General and administrative expenses for the three months ended September 30, 2021 were \$1.1 million, an increase of \$0.2 million, or 22.3%, compared to \$0.9 million for the three months ended September 30, 2020. The increase resulted primarily from an increase in directors' and officers' insurance. General and administrative expenses for the nine months ended September 30, 2021 were \$3.1 million, an increase of \$0.3 million, or 9.3%, compared to \$2.8 million for the nine months ended September 30, 2020. The reason for the increase is similar to the aforementioned increase in the three-month period.
The Company's operating loss for the three months ended September 30, 2021 amounted to \$6.2 million, compared to an operating loss of \$4.6 million for the quarter ended September 30, 2020. The Company's operating loss for the nine months ended September 30, 2021 was \$18.2 million, compared to \$17.1 million for the comparable period in 2020.
Non-operating income (expenses) for the three and nine months ended September 30, 2021 primarily relate to fair-value adjustments of warrant liabilities on the Company's balance sheet and issuance expenses of the ATM. Non-operating income (expenses) for the three and nine months ended September 30, 2020 primarily relate to fair-value adjustments of warrant liabilities on the Company's balance sheet, offset by warrant offering expenses and issuance expenses of the ATM.
Net financial expenses for the three months ended September 30, 2021 amounted to \$0.2 million compared to net financial expenses of \$0.3 million for the three months ended September 30, 2020. Net financial expenses for the nine months ended September 30, 2021 amounted to \$0.5 million compared to net financial expenses of \$0.9 million for the nine months ended September 30, 2020. Net financial expenses for all periods primarily relate to interest paid on loans, offset by investment income earned on bank deposits.
The Company's net loss for the three months ended September 30, 2021 amounted to \$5.7 million, compared with a net loss of \$4.6 million for the comparable period in 2020. The Company's net loss for the nine months ended September 30, 2021 amounted to \$22.8 million, compared with a net loss of \$18.0 million for the comparable period in 2020.
The Company held \$62.2 million in cash, cash equivalents and short-term bank deposits as of September 30, 2021.
Net cash used in operating activities was \$18.1 million for the nine months ended September 30, 2021, compared with net cash used in operating activities of \$17.8 million for the nine months ended September 30, 2020. The \$0.3 million increase in net cash used in operating activities in 2021 was primarily the result of an increase in research and development expenses.
Net cash used in investing activities was \$42.2 million for the nine months ended September 30, 2021, compared to net cash provided by investing activities of \$8.1 million for the nine months ended September 30, 2020. 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 \$57.6 million for the nine months ended September 30, 2021, compared to net cash provided by financing activities of \$10.9 million for the nine months ended September 30, 2020. 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 the loan from Kreos Capital. The cash flows in 2020 primarily reflect two registered direct offerings to institutional investors, net proceeds from the ATM facility, offset by repayments of the loan from Kreos Capital.
BioLineRx will hold a conference call today, Thursday, November 18, 2021, at 10:00 a.m. EST. To access the conference call, please dial +1-866-744-5399 from the US or +972-3-918-0644 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 21, 2021; please dial +1-888-295-2634 from the US or +972-3-925-5904 internationally.
BioLineRx Ltd. (NASDAQ/TASE: BLRX) is a late clinical-stage biopharmaceutical company focused on oncology. The Company's business model is to in-license novel compounds, develop them through clinical stages, and then partner with pharmaceutical companies for further clinical development and/or commercialization.
The Company's lead program, Motixafortide (BL-8040), is a cancer therapy platform that was successfully evaluated in a Phase 3 study in stem cell mobilization for autologous bone-marrow transplantation, has reported positive results from a pre-planned pharmacoeconomic study, and is currently in preparations for an NDA submission. Motixafortide was also successfully evaluated in a Phase 2a study for the treatment of pancreatic cancer in combination with KEYTRUDA® and chemotherapy under a clinical trial collaboration agreement with MSD (BioLineRx owns all rights to Motixafortide), and is currently being studied in combination with LIBTAYO® and chemotherapy as a first-line PDAC therapy.
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 "may," "expects," "anticipates," "believes," and "intends," and describe opinions about future events. These forward-looking statements involve known and unknown risks and uncertainties 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 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; risks related to the COVID-19 pandemic; and statements as to the impact of the political and security situation in Israel on BioLineRx's business. 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 February 23, 2021. 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.
Contact:
Tim McCarthy LifeSci Advisors, LLC +1-212-915-2564 [email protected]
Moran Meir LifeSci Advisors, LLC +972-54-476-4945 [email protected]
| 2020 2021 in USD thousands Assets CURRENT ASSETS Cash and cash equivalents 16,831 Short-term bank deposits 5,756 Prepaid expenses 152 Other receivables 141 Total current assets 22,880 NON-CURRENT ASSETS Property and equipment, net 1,341 Right-of-use assets, net 1,355 Intangible assets, net 21,714 Total non-current assets 24,410 Total assets 47,290 Liabilities and equity CURRENT LIABILITIES Current maturities of long-term loans 3,092 Accounts payable and accruals: Trade 5,918 Other 1,440 Lease liabilities 191 Total current liabilities 10,641 NON-CURRENT LIABILITIES Warrants 10,218 Long-term loans, net of current maturities 2,740 Lease liabilities 1,661 Total non-current liabilities 14,619 COMMITMENTS AND CONTINGENT LIABILITIES Total liabilities 25,260 EQUITY Ordinary shares 9,870 Share premium 279,241 Warrants - Capital reserve 12,322 Other comprehensive loss (1,416) Accumulated deficit (277,987) Total equity 22,030 Total liabilities and equity 47,290 86,905 |
December 31, | September 30, |
|---|---|---|
| - | ||
| 48,128 1,016 1,338 21,705 3,575 5,441 1,128 169 10,313 4,013 1,678 20,874 338,051 975 13,154 (1,416) (300,737) |
||
| 14,077 | ||
| 449 | ||
| 192 | ||
| 62,846 | ||
| 24,059 | ||
| 86,905 | ||
| 5,691 | ||
| 16,004 | ||
| 70,901 | ||
(UNAUDITED)
| Three months ended September 30, |
Nine months ended September 30, |
||||
|---|---|---|---|---|---|
| 2020 | 2021 | 2020 | 2021 | ||
| in USD thousands | in USD thousands | ||||
| RESEARCH AND DEVELOPMENT EXPENSES | (3,484) | (4,923) | (13,546) | (14,340) | |
| SALES AND MARKETING EXPENSES | (309) | (247) | (666) | (731) | |
| GENERAL AND ADMINISTRATIVE EXPENSES | (856) | (1,047) | (2,843) | (3,108) | |
| OPERATING LOSS | (4,649) | (6,217) | (17,055) | (18,179) | |
| NON-OPERATING INCOME (EXPENSES), NET | 294 | 710 | (80) | (4,068) | |
| FINANCIAL INCOME | 39 | 52 | 214 | 299 | |
| FINANCIAL EXPENSES | (302) | (261) | (1,112) | (802) | |
| NET LOSS AND COMPREHENSIVE LOSS | (4,618) | (5,716) | (18,033) | (22,750) | |
| in USD | in USD | ||||
| LOSS PER ORDINARY SHARE - BASIC AND DILUTED | (0.02) | (0.01) | (0.08) | (0.04) | |
| WEIGHTED AVERAGE NUMBER OF SHARES USED IN CALCULATION OF LOSS PER ORDINARY SHARE |
296,508,550 | 708,473,164 | 231,380,969 | 646,427,790 | |
| 7 |
| Ordinary Shares |
Share premium |
Warrants | Capital reserve in USD thousands |
Other Comprehensive loss |
Accumulated deficit |
Total | |
|---|---|---|---|---|---|---|---|
| BALANCE AT JANUARY 1, | |||||||
| 2020 CHANGES FOR NINE MONTHS ENDED SEPTEMBER 30, 2020: |
4,692 | 265,938 | - | 12,132 | (1,416) | (247,966) | 33,380 |
| 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 |
| Ordinary Shares |
Share premium |
Warrants | Capital reserve in USD thousands |
Other Comprehensive Loss |
Accumulated deficit |
Total | |
| 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 | |||||||
| forfeited and 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 |
| 8 |
| Other | Accumulated deficit |
Total | |||||
|---|---|---|---|---|---|---|---|
| Ordinary Shares |
Share premium |
Warrants | Capital reserve |
Comprehensive Loss |
|||
| 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: |
|||||||
| 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 |
| Other | |||||||
| Ordinary | Share | Capital | Comprehensive | Accumulated | |||
| Shares | premium | Warrants | Reserve in USD thousands |
Loss | deficit | Total | |
| BALANCE AT JULY 1, 2021 | 20,496 | 335,887 | 975 | 12,972 | (1,416) | (295,021) | 73,893 |
| CHANGES FOR THREE MONTHS ENDED SEPTEMBER 30, 2021: |
|||||||
| Issuance of share capital, net | 378 | 2,074 | - | - | - | - | 2,452 |
| Employee stock options | |||||||
| forfeited and expired | - | 90 | - | (90) | - | - | - |
| Share-based compensation | - | - | - | 272 | - | - | 272 |
| Comprehensive loss for the period |
- | - | - | - | - | (5,716) | (5,716) |
| BALANCE AT SEPTEMBER 30, 2021 |
20,874 | 338,051 | 975 | 13,154 | (1,416) | (300,737) | 70,901 |
| 9 |
| Nine months ended September 30, | |||
|---|---|---|---|
| 2020 | 2021 | ||
| in USD thousands | |||
| CASH FLOWS - OPERATING ACTIVITIES | |||
| Comprehensive loss for the period | (18,033) | (22,750) | |
| Adjustments required to reflect net cash used in operating activities (see appendix below) | 259 | 4,680 | |
| Net cash used in operating activities | (17,774) | (18,070) | |
| CASH FLOWS - INVESTING ACTIVITIES | |||
| Investments in short-term deposits | (28,500) | (70,000) | |
| Maturities of short-term deposits | 36,626 | 27,813 | |
| Purchase of property and equipment | (1) | (35) | |
| Net cash provided by (used in) investing activities | 8,125 | (42,222) | |
| CASH FLOWS - FINANCING ACTIVITIES | |||
| Issuance of share capital and warrants, net of issuance costs | 13,411 | 49,308 | |
| Exercise of warrants | - | 10,907 | |
| Employee stock options exercised | 8 | 7 | |
| Repayments of loans | (2,338) | (2,502) | |
| Repayments of lease liabilities | (162) | (145) | |
| Net cash provided by financing activities | 10,919 | 57,575 | |
| INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 1,270 | (2,717) | |
| CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD | 5,297 | 16,831 | |
| EXCHANGE DIFFERENCES ON CASH AND CASH EQUIVALENTS | (15) | (37) | |
| CASH AND CASH EQUIVALENTS - END OF PERIOD | 6,552 | 14,077 |
(UNAUDITED)
| Nine months ended September 30, | |||
|---|---|---|---|
| 2020 | 2021 | ||
| in USD thousands | |||
| Adjustments required to reflect net cash used in operating activities: | |||
| Income and expenses not involving cash flows: | |||
| Depreciation and amortization | 737 | 529 | |
| Exchange differences on cash and cash equivalents | 15 | 37 | |
| Fair value adjustments of warrants | (727) | 4,090 | |
| Share-based compensation | 1,118 | 1,104 | |
| Warrant issuance costs | 593 | - | |
| Interest and exchange differences on short-term deposits | (209) | (185) | |
| Interest on loans | 370 | 245 | |
| Exchange differences on lease liability | 4 | (3) | |
| 1,901 | 5,817 | ||
| Changes in operating asset and liability items: | |||
| Decrease (increase) in prepaid expenses and other receivables | 125 | (348) | |
| Decrease in accounts payable and accruals | (1,767) | (789) | |
| (1,642) | (1,137) | ||
| 259 | 4,680 | ||
| Supplemental information on interest received in cash | 342 | 77 | |
| Supplemental information on interest paid in cash | 671 | 541 | |
| Supplemental information on non-cash transactions: | |||
| Changes in right-of-use asset | - | 143 | |
| Exercise of warrants (portion related to accumulated fair value adjustments) | - | 10,295 | |
| 11 |
Exhibit 2
BioLineRx Ltd. CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED) AS OF SEPTEMBER 30, 2021
| Page | |
|---|---|
| Condensed consolidated interim statements of financial position | F-2 |
| Condensed consolidated interim statements of comprehensive loss | F-3 |
| Condensed consolidated interim statements of changes in equity | F-4 - F-5 |
| Condensed consolidated interim cash flow statements | F-6 - F-7 |
| Notes to the condensed consolidated interim financial statements | F-8 - F-11 |
(UNAUDITED)
| December 31, | September 30, | ||
|---|---|---|---|
| 2020 | 2021 | ||
| in USD thousands | |||
| Assets | |||
| CURRENT ASSETS | |||
| Cash and cash equivalents | 16,831 | 14,077 | |
| Short-term bank deposits | 5,756 | 48,128 | |
| Prepaid expenses | 152 | 449 | |
| Other receivables | 141 | 192 | |
| Total current assets | 22,880 | 62,846 | |
| NON-CURRENT ASSETS | |||
| Property and equipment, net | 1,341 | 1,016 | |
| Right-of-use assets, net | 1,355 | 1,338 | |
| Intangible assets, net | 21,714 | 21,705 | |
| Total non-current assets | 24,410 | 24,059 | |
| Total assets | 47,290 | 86,905 | |
| Liabilities and equity | |||
| CURRENT LIABILITIES | |||
| Current maturities of long-term loans | 3,092 | 3,575 | |
| Accounts payable and accruals: | |||
| Trade | 5,918 | 5,441 | |
| Other | 1,440 | 1,128 | |
| Lease liabilities | 191 | 169 | |
| Total current liabilities | 10,641 | 10,313 | |
| NON-CURRENT LIABILITIES | |||
| Warrants | 10,218 | 4,013 | |
| Long-term loans, net of current maturities | 2,740 | - | |
| Lease liabilities | 1,661 | 1,678 | |
| Total non-current liabilities | 14,619 | 5,691 | |
| COMMITMENTS AND CONTINGENT LIABILITIES | |||
| Total liabilities | 25,260 | 16,004 | |
| EQUITY | |||
| Ordinary shares | 9,870 | 20,874 | |
| Share premium | 279,241 | 338,051 | |
| Warrants | - | 975 | |
| Capital reserve | 12,322 | 13,154 | |
| Other comprehensive loss | (1,416) | (1,416) | |
| Accumulated deficit | (277,987) | (300,737) | |
| Total equity | 22,030 | 70,901 | |
| Total liabilities and equity | 47,290 | 86,905 |
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
(UNAUDITED)
| Three months ended September 30, |
Nine months ended September 30, |
|||
|---|---|---|---|---|
| 2020 | 2021 | 2020 | 2021 | |
| in USD thousands | in USD thousands | |||
| RESEARCH AND DEVELOPMENT EXPENSES | (3,484) | (4,923) | (13,546) | (14,340) |
| SALES AND MARKETING EXPENSES | (309) | (247) | (666) | (731) |
| GENERAL AND ADMINISTRATIVE EXPENSES | (856) | (1,047) | (2,843) | (3,108) |
| OPERATING LOSS | (4,649) | (6,217) | (17,055) | (18,179) |
| NON-OPERATING INCOME (EXPENSES), NET | 294 | 710 | (80) | (4,068) |
| FINANCIAL INCOME | 39 | 52 | 214 | 299 |
| FINANCIAL EXPENSES | (302) | (261) | (1,112) | (802) |
| NET LOSS AND COMPREHENSIVE LOSS | (4,618) | (5,716) | (18,033) | (22,750) |
| in USD | in USD | |||
| LOSS PER ORDINARY SHARE - BASIC AND DILUTED | (0.02) | (0.01) | (0.08) | (0.04) |
| WEIGHTED AVERAGE NUMBER OF SHARES USED IN CALCULATION OF LOSS PER ORDINARY SHARE |
296,508,550 | 708,473,164 | 231,380,969 | 646,427,790 |
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
| Ordinary Shares |
Share premium |
Warrants | Capital reserve in USD thousands |
Other Comprehensive loss |
Accumulated deficit |
Total | |
|---|---|---|---|---|---|---|---|
| BALANCE AT JANUARY 1, | |||||||
| 2020 CHANGES FOR NINE MONTHS ENDED SEPTEMBER 30, 2020: |
4,692 | 265,938 | - | 12,132 | (1,416) | (247,966) | 33,380 |
| 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 |
| Ordinary | Share | Capital | Other Comprehensive |
Accumulated | |||
| Shares | premium | Warrants | reserve | Loss | deficit | Total | |
| BALANCE AT JANUARY 1, | in USD thousands | ||||||
| 2021 CHANGES FOR NINE MONTHS ENDED SEPTEMBER 30, 2021: |
9,870 | 279,241 | - | 12,322 | (1,416) | (277,987) | 22,030 |
| 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 | |||||||
| forfeited and expired | - | 233 | - | (233) | - | - | - |
| Share-based compensation Comprehensive loss for the |
- | - | - | 1,104 | - | - | 1,104 |
| period BALANCE AT SEPTEMBER |
- | - | - | - | - | (22,750) | (22,750) |
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
| Ordinary Shares |
Share premium |
Warrants | Capital reserve |
Other Comprehensive Loss |
Accumulated 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: |
|||||||
| 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 |
| Ordinary Shares |
Share premium |
Warrants | Capital Reserve in USD thousands |
Other Comprehensive Loss |
Accumulated deficit |
Total | |
| BALANCE AT JULY 1, 2021 | 20,496 | 335,887 | 975 | 12,972 | (1,416) | (295,021) | 73,893 |
| CHANGES FOR THREE MONTHS ENDED SEPTEMBER 30, 2021: |
|||||||
| Issuance of share capital, net | 378 | 2,074 | - | - | - | - | 2,452 |
| Employee stock options forfeited and expired |
- | 90 | - | (90) | - | - | - |
| Share-based compensation | - | - | - | 272 | - | - | 272 |
| Comprehensive loss for the period |
- | - | - | - | - | (5,716) | (5,716) |
| BALANCE AT SEPTEMBER 30, 2021 |
20,874 | 338,051 | 975 | 13,154 | (1,416) | (300,737) | 70,901 |
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
| Nine months ended September 30, | |||
|---|---|---|---|
| 2020 | 2021 | ||
| in USD thousands | |||
| CASH FLOWS - OPERATING ACTIVITIES | |||
| Comprehensive loss for the period | (18,033) | (22,750) | |
| Adjustments required to reflect net cash used in operating activities | |||
| (see appendix below) | 259 | 4,680 | |
| Net cash used in operating activities | (17,774) | (18,070) | |
| CASH FLOWS - INVESTING ACTIVITIES | |||
| Investments in short-term deposits | (28,500) | (70,000) | |
| Maturities of short-term deposits | 36,626 | 27,813 | |
| Purchase of property and equipment | (1) | (35) | |
| Net cash provided by (used in) investing activities | 8,125 | (42,222) | |
| CASH FLOWS - FINANCING ACTIVITIES | |||
| Issuance of share capital and warrants, net of issuance costs | 13,411 | 49,308 | |
| Exercise of warrants | - | 10,907 | |
| Employee stock options exercised | 8 | 7 | |
| Repayments of loans | (2,338) | (2,502) | |
| Repayments of lease liabilities | (162) | (145) | |
| Net cash provided by financing activities | 10,919 | 57,575 | |
| INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 1,270 | (2,717) | |
| CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD | 5,297 | 16,831 | |
| EXCHANGE DIFFERENCES ON CASH AND CASH EQUIVALENTS | (15) | (37) | |
| CASH AND CASH EQUIVALENTS - END OF PERIOD | 6,552 | 14,077 |
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
(UNAUDITED)
| Nine months ended September 30, | |||
|---|---|---|---|
| 2020 | 2021 | ||
| in USD thousands | |||
| Adjustments required to reflect net cash used in operating activities: | |||
| Income and expenses not involving cash flows: | |||
| Depreciation and amortization | 737 | 529 | |
| Exchange differences on cash and cash equivalents | 15 | 37 | |
| Fair value adjustments of warrants | (727) | 4,090 | |
| Share-based compensation | 1,118 | 1,104 | |
| Warrant issuance costs | 593 | - | |
| Interest and exchange differences on short-term deposits | (209) | (185) | |
| Interest on loans | 370 | 245 | |
| Exchange differences on lease liability | 4 | (3) | |
| 1,901 | 5,817 | ||
| Changes in operating asset and liability items: | |||
| Decrease (increase) in prepaid expenses and other receivables | 125 | (348) | |
| Decrease in accounts payable and accruals | (1,767) | (789) | |
| (1,642) | (1,137) | ||
| 259 | 4,680 | ||
| Supplemental information on interest received in cash | 342 | 77 | |
| Supplemental information on interest paid in cash | 671 | 541 | |
| Supplemental information on non-cash transactions: | |||
| Changes in right-of-use asset | - | 143 | |
| 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 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.
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, 2021, and for the nine months then ended, were approved by the Board of Directors on November 18, 2021, and signed on its behalf by the Chairman of the Board, the Chief Executive Officer and the Chief Financial Officer.

(UNAUDITED)
The Company's condensed consolidated interim financial statements as of September 30, 2021 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, 2020 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, 2021 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 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.
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, 2020 and for the year then ended.

In January 2021, the Company completed an underwritten public offering of 14,375,000 of its ADSs at a public offering price of \$2.40 per ADS. The offering raised total gross proceeds of \$34.5 million, with net proceeds of \$31.4 million after deducting fees and expenses. In addition, warrants to purchase 718,750 ADSs were granted to the underwriters. These warrants are exercisable immediately, expire five years from the date of issuance and have an exercise price of \$3.00 per ADS.
The warrants have been classified as shareholders' equity, with initial recognition at fair value on the date issued. The total issuance costs initially allocated to the warrants were recorded as an offset to share premium.
The fair value of the warrants on the issuance date was approximately \$1.0 million, which was recorded as issuance costs, and computed using the Black and Scholes option pricing model, based upon the then current price of an ADS, a risk-free interest rate of approximately 0.45% and an average standard deviation of approximately 73.8%.
As of December 31, 2020, and September 30, 2021, the Company's share capital is composed of ordinary shares, as follows:
| Number of ordinary shares | |||
|---|---|---|---|
| December 31, | September 30, | ||
| 2020 | 2021 | ||
| Authorized share capital | 1,500,000,000 | 1,500,000,000 | |
| Issued and paid-up share capital | 349,169,545 | 709,121,103 | |
| In USD and NIS | |||
| December 31, | September 30, | ||
| 2020 | 2021 | ||
| Authorized share capital (in NIS) | 150,000,000 | 150,000,000 | |
| Issued and paid-up share capital (in NIS) | 34,916,955 | 70,912,110 | |
| Issued and paid-up share capital (in USD) | 9,869,795 | 20,873,912 | |
| F-11 |
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 February 23, 2021, or 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 forward- looking 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:
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, 2020.
We are a late clinical-stage biopharmaceutical development company with a strategic focus 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, acute myeloid leukemia, or AML, and, and AGI-134, an immunooncology 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 throughoutlicensing arrangements with biotechnology and pharmaceutical companies and evaluating, on a case-by-case basis, the commercialization of our therapeutic candidates independently.
• 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.
We continue to follow-up on the GENESIS study patients for relapse-free and overall survival. In addition, we continue to perform detailed analyses of the data according to the statistical analysis plan agreed-upon with the FDA, as well as certain post hoc analyses. In parallel, we are proceeding with activities in support of a New Drug Application, or NDA, submission in this indication anticipated in the first half of 2022, including a pre-NDA meeting with the FDA set for mid-December 2021.
➢ In October 2021, we announced positive results from a pharmacoeconomic study evaluating the cost-effectiveness of using investigational drug motixafortide as a primary stem cell mobilization (SCM) agent on top of granulocyte colony stimulating factor (G-CSF), versus G-CSF alone, in multiple myeloma patients undergoing autologous stem-cell transplantation (ASCT). The study was performed by the Global Health Economics and Outcomes Research (HEOR) team of IQVIA, and was a pre-planned study conducted in parallel with the GENESIS Phase 3 trial. We believe these results, together with the highly significant and clinically meaningful data from the GENESIS trial, strongly support the potential use of motixafortide, on top of G-CSF, as the standard of care in SCM for autologous stem cell transplantation.
➢ In November 2021, we announced acceptance of an oral presentation, as well as three poster presentations, at the 63rd American Society of Hematology (ASH) Annual Meeting & Exposition, which is taking place December 11-14. The oral presentation will describe the positive results from the GENESIS study and the three poster presentations will describe: (1) findings from a pooled analysis of the GENESIS trial demonstrating the correlation of higher numbers of stem cells infused with shorter time to engraftment; (2) findings from a correlative study of the GENESIS trial demonstrating that motixafortide plus G-CSF mobilized higher numbers of specific cells enabling broad multilineage hematopoietic reconstitution; and (3) findings from pre-clinical studies demonstrating that motixafortide affects the biology of regulatory T cells, resulting in reduction of infiltrating Treg cells into the tumors.
➢ During the first half of 2020, we initiated the evaluation of motixafortide as a potential therapy for COVID-19-induced inflammatory lung disorders, including acute respiratory distress syndrome, or ARDS. 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 expected in 2022 (although timelines are ultimately controlled by the independent investigator and are therefore subject to change).
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, interest earned on our investments and additional capital to be raised through public or private equity offerings or debt financings. As of September 30, 2021, we held \$62.2 million of cash, cash equivalents and short-term bank deposits.
In September 2021 we entered into an at-the-market offering agreement, or the Offering Agreement, with H.C. Wainwright & Co., LLC, as agent, or HCW, pursuant to which we may offer and sell, from time to time, at our option, up to \$25.0 million of our ADSs through an "at-the-market" equity offering program under which HCW will act as sales agent. From the effective date of the new agreement through the issuance date of this report, we sold ADSs having an aggregate offering price of approximately \$0.5 million. See discussion under "Liquidity and Capital Resources" for further information
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 future payments under our current out-licensing agreement with Perrigo 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.
| Project | Status | Expected Near Term Milestones |
|---|---|---|
| motixafortide | 1. Phase 3 registration study in autologous stem cell mobilization (GENESIS) completed; top-line results announced May 2021 showed highly statistically significant evidence across all primary and secondary endpoints favoring motixafortide in addition to G-CSF (p<0.0001). In addition, the combination was found to be safe and well tolerated. Pharmaco-economic study showed positive results regarding the cost-effectiveness of using investigational drug motixafortide as a primary SCM agent on top of G-CSF, versus G-CSF alone, in multiple myeloma patients undergoing ASCT. 2. Phase 2a study in pancreatic cancer (COMBAT/KEYNOTE-202) completed; full results showing improvement in all endpoints announced December 2020. 3. Phase 2a study for relapsed or refractory AML completed. 4. Phase 2 investigator-initiated study in first-line PDAC patients. 5. Phase 1b study in patients with ARDS secondary to COVID-19 and other respiratory viral infections. |
1. a. Pre-NDA meeting with FDA set for mid-December 2021. b. NDA submission in first half of 2022. 2. Evaluation and planning of next clinical development steps, including discussions towards potential collaborations. 3. Evaluation and decision regarding next clinical development steps. 4. Data from the study is anticipated in mid-2022 5. Results of the preliminary analysis are expected in 2022 |
| AGI-134 | Phase 1/2a study, ongoing | Study recruitment from part 2 of study expected to be completed by end of year; initial proof-of-mechanism of action efficacy results expected in first half 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 expense 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 potential 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, 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 number of sites included in the clinical trials;
We expect our research and development expenses to remain our most significant cost as we continue the advancement of our clinical trials and preclinical product development projects and place significant emphasis on in-licensing new product candidates. 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.
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, 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 July 2017, February 2019, May 2020 and June 2020. 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 the Company and HCW, entered into in September 2020 and September 2021, pursuant to which the Company is entitled, to offer and sell ADSs having an aggregate offering price of up to \$25.0 million, or the ATM Facility, 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 loan 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, 2020. 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, 2021 and 2020.
We did not record any cost of revenues during each of the three-month and nine-month periods ended September 30, 2021 and 2020.
See discussion under "Results of Operations - Overview" above.
Research and development expenses
| Three months ended September 30, | Nine months ended September 30, | |||||
|---|---|---|---|---|---|---|
| 2020 | 2021 | Increase (decrease) | 2020 | 2021 | Increase (decrease) | |
| (in thousands of U.S. dollars) | ||||||
| Research and development expenses, net | 3,484 | 4,923 | 1,439 | 13,546 | 14,340 | 794 |
Research and development expenses for the three months ended September 30, 2021 were \$4.9 million, an increase of \$1.4 million, or 41.3%, compared to \$3.5 million for the three months ended September 30, 2020. The increase resulted primarily from an increase in expenses associated with the AGI-134 study, and a timing difference related to a tax credit in respect of AGI-134 as well as an increase in payroll and related-expenses due to a company-wide salary reduction related to the COVID-19 pandemic in the comparable 2020 period.
Research and development expenses for the nine months ended September 30, 2021 were \$14.3 million, an increase of \$0.8 million, or 5.9%, compared to \$13.5 million for the nine months ended September 30, 2020. The increase resulted primarily from an increase in expenses associated with the AGI-134 study as well as an increase in payroll and related-expenses due to a companywide salary reduction related to the COVID-19 pandemic in the comparable 2020 period, offset by lower expenses associated with the completed motixafortide GENESIS and COMBAT clinical trials.
| Three months ended September 30, | Nine months ended September 30, | |||||
|---|---|---|---|---|---|---|
| 2020 | 2021 | Increase (decrease) | 2020 | 2021 | Increase (decrease) | |
| (in thousands of U.S. dollars) | ||||||
| Sales and marketing expenses | 309 | 247 | (62) | 666 | 731 | 65 |
Comparison of three-month periods ending September 30, 2021 and 2020
Sales and marketing expenses for the three months ended September 30, 2021 were \$0.2 million, a decrease of \$0.1 million, or 20.1%, compared to \$0.3 million for the three months ended September 30, 2020. The decrease resulted primarily from lower consultancy services related to motixafortide.
Sales and marketing expenses for the nine months ended September 30, 2021 were \$0.7 million, similar to the comparable period in 2020.
| Three months ended September 30, | Nine months ended September 30, | |||||
|---|---|---|---|---|---|---|
| 2020 | 2021 | Increase (decrease) | 2020 | 2021 | Increase (decrease) | |
| (in thousands of U.S. dollars) | ||||||
| General and administrative expenses | 856 | 1,047 | 191 | 2,843 | 3,108 | 265 |
General and administrative expenses for the three months ended September 30, 2021 were \$1.1 million, an increase of \$0.2 million, or 22.3%, compared to \$0.9 million for the three months ended September 30, 2020. The increase resulted primarily from an increase in directors' and officers' insurance.
General and administrative expenses for the nine months ended September 30, 2021 were \$3.1 million, an increase of \$0.3 million, or 9.3%, compared to \$2.8 million for the nine months ended September 30, 2020. The reason for the increase is similar to the aforementioned increase in the three-month period.
Non-operating income (expenses), net
| Three months ended September 30, | Nine months ended September 30, | |||||
|---|---|---|---|---|---|---|
| 2020 | 2021 | Increase (decrease) | 2020 | 2021 | Increase (decrease) | |
| (in thousands of U.S. dollars) | ||||||
| Non-operating income (expenses), net 294 |
710 | 416 | (80) | (4,068) | (3,988) |
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. Non-operating income (expenses) for the three and nine months ended September 30, 2020 primarily relate to fair-value adjustments of warrant liabilities on our balance sheet, offset by warrant offering expenses and issuance expenses of the ATM.
| Three months ended September 30, | Nine months ended September 30, | |||||
|---|---|---|---|---|---|---|
| 2020 | 2021 | Increase (decrease) | 2020 | 2021 | Increase (decrease) | |
| (in thousands of U.S. dollars) | ||||||
| Financial income | 39 | 52 | 13 | 214 | 299 | 85 |
| Financial expenses | (302) | (261) | 41 | (1,112) | (802) | 310 |
| Net financial income (expenses) | (263) | (209) | 54 | (898) | (503) | 395 |
We recognized net financial expenses of \$0.2 million for the three months ended September 30, 2021 compared to net financial expenses of \$0.3 million for the three months ended September 30, 2020. Net financial expenses for both periods primarily relate to interest paid on loans, offset by investment income earned on our bank deposits.
We recognized net financial expenses of \$0.5 million for the nine months ended September 30, 2021, compared to net financial expenses of \$0.9 million for the nine months ended September 30, 2020. Net financial expenses for both periods primarily relate to interest paid on loans, offset by investment income earned on our bank deposits.
Since inception, we have funded our operations primarily through public and private offerings of our equity securities, funding from the IIA, and payments received under our strategic licensing arrangements. As of September 30, 2021, we held \$62.2 million in cash, cash equivalents and short-term bank deposits. We have invested substantially all our available cash funds in short-term bank deposits.
In January 2021, we sold 14,375,000 ADSs in a public offering at \$2.40 per ADS, resulting in gross proceeds of \$34.5 million. In connection with the offering, we paid an aggregate of \$3.1 million in placement agent fees and expenses and issued placement agent warrants to purchase 718,750 ADS. The placement agent warrants are immediately exercisable at a price of \$3.00 per ADS, and expire five years from the date of offering.
Pursuant to our prior ATM facility with HCW, during the nine months ended September 30, 2021, we sold a total of 4,745,368 ADSs for total gross proceeds of \$18.5 million. In September 2021, we terminated the agreement and entered into a new \$25.0 million ATM sales agreement with HCW under substantially identical terms to the previous agreement. From the effective date of the new agreement through the issuance date of this report, 187,487 ADSs were sold under the program for total gross proceeds of approximately \$0.5 million. As of the issuance of this report, there is an available balance under the new facility of \$24.5 million.
Net cash used in operating activities was \$18.1 million for the nine months ended September 30, 2021, compared with net cash used in operating activities of \$17.8 million for the nine months ended September 30, 2020. The \$0.3 million increase in net cash used in operating activities in 2021 was primarily the result of an increase in research and development expenses.
Net cash used in investing activities was \$42.2 million for the nine months ended September 30, 2021, compared to net cash provided by investing activities of \$8.1 million for the nine months ended September 30, 2020. 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 \$57.6 million for the nine months ended September 30, 2021, compared to net cash provided by financing activities of \$10.9 million for the nine months ended September 30, 2020. 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 the loan from Kreos Capital. The cash flows in 2020 primarily reflect two registered direct offerings to institutional investors, net proceeds from the ATM facility and repayments of the 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 outlicensing 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, | |||||
|---|---|---|---|---|---|---|
| 2020 | 2021 | 2020 | 2021 | |||
| (in U.S. dollars) | ||||||
| Loss per ADS – basic and diluted | (0.23) | (0.12) | (1.17) | (0.53) | ||
| December 31, 2020 | September 30, 2021 | |||||
| (in number of ADSs) | ||||||
| Authorized share capital | 100,000,000 | 100,000,000 | ||||
| Issued and paid-up capital | 23,277,970 | 47,274,740 | ||||
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