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SEC filings
6-K
BIOLINERX LTD. filed this Form 6-K on 04/05/2017
Entire Document
 

 

 

BIOLINERX LTD.

 

UNDERWRITING AGREEMENT

 

March 31, 2017

 

JMP Securities LLC
600 Montgomery Street

San Francisco, California 94111
As Representative of the several Underwriters
named on Schedule 1 attached hereto

 

Ladies and Gentlemen:

 

The undersigned, BioLineRx Ltd., a corporation formed under the laws of the State of Israel (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of BioLineRx Ltd., the “Company”), hereby confirms its agreement (this “Agreement”) with JMP Securities LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

 

1.             Purchase and Sale of American Depositary Shares.

 

1.1.          Firm ADSs.

 

1.1.1.       Nature and Purchase of Firm ADSs.

 

(i)       On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, an aggregate of 29,411,765 American depositary shares, each representing one ordinary share, par value NIS0.10 per share (the “Ordinary Shares”), of the Company (the “Firm ADSs”).

 

(ii)       The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm ADSs set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price of $0.799 per ADS. The Firm ADSs are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof).

 

(iii)       The ADSs, which include the Firm ADSs and the Option ADSs (as defined below) will be evidenced by American depositary receipts (“ADRs”) to be issued pursuant to the Deposit Agreement dated as of July 21, 2011 among the Company, the Bank of New York Mellon, as depositary (the “Depositary”), and all holders and beneficial owners from time to time of the ADSs (the “Deposit Agreement”).