BioLineRx Ltd.

Regulatory Filings • Jun 10, 2020

UNITED STATES SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL

Washington, D.C. 20549 FORM D

OMB Number:	3235-0076
Estimated average burden hours per response	4.00

Notice of Exempt Offering of Securities
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1. Issuer's Identity
CIK (Filer ID Number) 0001498403 Name of Issuer BioLineRx Ltd. ISRAEL Year of Incorporation/Organization X Over Five Years Ago Yet to Be Formed	Jurisdiction of Incorporation/Organization Within Last Five Years (Specify Year)	Previous Names X None	Entity Type X Corporation Limited Partnership Limited Liability Company General Partnership Business Trust Other (Specify)
	2. Principal Place of Business and Contact Information
Name of Issuer BioLineRx Ltd. Street Address 1 2 HAMA'AYAN STREET City MODI'IN	State/Province/Country ISRAEL	Street Address 2 ZIP/PostalCode 7177871	Phone Number of Issuer 972-8-642-9100
3. Related Persons
Last Name Schwartz Street Address 1 c/o BioLineRx Ltd. City Modi'in Relationship:	First Name Aharon Street Address 2 2 HaMa'ayan Street State/Province/Country ISRAEL Executive Officer	X Director Promoter	Middle Name ZIP/PostalCode 7177871
	Clarification of Response (if Necessary):
Last Name Anghel Street Address 1 c/o BioLineRx Ltd. City Modi'in Relationship:	First Name Michael Street Address 2 2 HaMa'ayan Street State/Province/Country ISRAEL Executive Officer	X Director Promoter	Middle Name J. ZIP/PostalCode 7177871
	Clarification of Response (if Necessary):
Last Name Benjamini Street Address 1 c/o BioLineRx Ltd. City Modi'in Relationship:	First Name Nurit Street Address 2 2 HaMa'ayan Street State/Province/Country ISRAEL Executive Officer Clarification of Response (if Necessary):	X Director Promoter	Middle Name ZIP/PostalCode 7177871
Last Name Bormann Street Address 1 c/o BioLineRx Ltd. City Modi'in Relationship:	First Name Barbara Street Address 2 2 HaMa'ayan Street State/Province/Country ISRAEL Executive Officer Clarification of Response (if Necessary):	X Director Promoter	Middle Name Jean ZIP/PostalCode 7177871

Last Name	First Name	Middle Name
Hofstein	Raphael
Street Address 1	Street Address 2
c/o BioLineRx Ltd.	2 HaMa'ayan Street
City	State/Province/Country	ZIP/PostalCode
Modi'in	ISRAEL	7177871
Relationship:	Executive Officer X Director	Promoter
	Clarification of Response (if Necessary):
Last Name	First Name	Middle Name
Molcho	Avraham
Street Address 1	Street Address 2
c/o BioLineRx Ltd.	2 HaMa'ayan Street
City	State/Province/Country	ZIP/PostalCode
Modi'in	ISRAEL	7177871
Relationship:	Executive Officer X Director	Promoter
	Clarification of Response (if Necessary):
Last Name	First Name	Middle Name
Panem	Sandra
Street Address 1	Street Address 2
c/o BioLineRx Ltd.	2 HaMa'ayan Street
City	State/Province/Country	ZIP/PostalCode
Modi'in	ISRAEL	7177871
Relationship:	Executive Officer X Director	Promoter
	Clarification of Response (if Necessary):
Last Name	First Name	Middle Name
Serlin	Philip	A.
Street Address 1	Street Address 2
c/o BioLineRx Ltd.	2 HaMa'ayan Street
City	State/Province/Country	ZIP/PostalCode
Modi'in	ISRAEL	7177871
Relationship:	X Executive Officer Director	Promoter
	Clarification of Response (if Necessary):
Last Name	First Name	Middle Name
Zeevi	Mali
Street Address 1	Street Address 2
c/o BioLineRx Ltd.	2 HaMa'ayan Street
City	State/Province/Country	ZIP/PostalCode
Modi'in	ISRAEL	7177871
Relationship:	X Executive Officer Director	Promoter
	Clarification of Response (if Necessary):
Last Name	First Name	Middle Name
Sorani	Ella
Street Address 1	Street Address 2
c/o BioLineRx Ltd.	2 HaMa'ayan Street
City	State/Province/Country	ZIP/PostalCode
Modi'in	ISRAEL	7177871
Relationship:	X Executive Officer Director	Promoter
	Clarification of Response (if Necessary):
Last Name	First Name	Middle Name
Vainstein-Haras	Abi
Street Address 1	Street Address 2
c/o BioLineRx Ltd.	2 HaMa'ayan Street
City	State/Province/Country	ZIP/PostalCode
Modi'in	ISRAEL	7177871
Relationship:	X Executive Officer Director	Promoter

7. Type of Filing

Amendment

Section 3(c)(7)

Section 3(c)(2) Section 3(c)(10) Section 3(c)(3) Section 3(c)(11) Section 3(c)(4) Section 3(c)(12) Section 3(c)(5) Section 3(c)(13) Section 3(c)(6) Section 3(c)(14)

8. Duration of Offering
Does the Issuer intend this offering to last more than one year? Yes X No
9. Type(s) of Securities Offered (select all that apply)
Equity Pooled Investment Fund Interests Debt Tenant-in-Common Securities X Option, Warrant or Other Right to Acquire Another Security Mineral Property Securities X Security to be Acquired Upon Exercise of Option, Warrant or Other (describe) Other Right to Acquire Security
10. Business Combination Transaction
Is this offering being made in connection with a business combination transaction, such as a Yes X No merger, acquisition or exchange offer?
Clarification of Response (if Necessary):
11. Minimum Investment
Minimum investment accepted from any outside investor \$ 0 USD
12. Sales Compensation
Recipient Recipient CRD Number None H.C. Wainwright & Co., LLC 375 (Associated) Broker or Dealer X None (Associated) Broker or Dealer CRD Number X None
Street Address 1 Street Address 2 430 PARK AVENUE 3RD FLOOR City State/Province/Country ZIP/Postal Code NEW YORK NEW YORK 10022 State(s) of Solicitation All States Non-US/Foreign AL AK AZ AR CA CO CT DE DC FL GA HI ID X IL IN IA KS KY LA ME MD MA MI MN MS MO MT NE NV NH X NJ NM X NY NC ND OH OK OR PA RI SC SD TN TX UT VT VA WA WV WI WY PR
13. Offering and Sales Amounts
Total Offering Amount \$ 4,393,000 USD or Indefinite Total Amount Sold \$ 4,393,000 USD Total Remaining to be Sold \$ 0 USD or Indefinite
Clarification of Response (if Necessary):
The warrants and shares underlying the warrants, the subject matter of this Form D were issued in connection with an offering of (i) 2,510,286 ADSs issued in a registered direct offering, and (ii) unregistered warrants to purchase 2,510,286 ADSs.
14. Investors
Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering. Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have 5 invested in the offering:
15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions \$ 307,510 USD Estimate

Finders' Fees \$ 0 USD Estimate

Clarification of Response (if Necessary):

H.C. Wainwright is also entitled to 1.0% of the gross proceeds as management fee, a \$25,000 non-accountable expense reimbursement, a \$35,000 accountable expense allowance and warrants to purchase 125,514 ADSs exercisable at \$2.1875 per ADS for 2.5 years.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

Clarification of Response (if Necessary):

Issuer expects to use proceeds from the offering for general corporate purposes, which may include but are not limited to working capital, funding clinical trials and payment of salaries and related expenses to the named executive officers.

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and submitting this notice.

Terms of Submission

In submitting this notice, each identified issuer is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
• Irrevocably appointing each of the Secretary of the SEC and the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes; or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
BioLineRx Ltd.	/s/ Mali Zeevi	Mali Zeevi	Chief Financial Officer	2020-06-10

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.