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424B5
BIOLINERX LTD. filed this Form 424B5 on 07/26/2017
Entire Document
 



DESCRIPTION OF THE WARRANTS
 
The following is a brief summary of the Warrants being offered by this prospectus supplement, and is subject in all respects to the provisions contained in the Warrants, the form of which will be filed as an exhibit to our Current Report on Form 6-K.
 
Exercisability.  Holders may exercise the Warrants at any time until 11:59 p.m., New York time, on July 31, 2021.  The Warrants are exercisable, at the option of each holder, in whole or in part, by delivering to the Company a duly executed facsimile copy of an exercise notice accompanied by payment in full for the number of ADSs purchased upon such exercise (except in the case of a cashless exercise in the circumstances discussed below).
 
Cashless Exercise.  The holder may, at its option, exercise its Warrants on a cashless basis.  When exercised on a cashless basis, a portion of the warrant is cancelled in payment of the purchase price payable in respect of the number of shares of the ADSs purchasable upon such exercise.
 
Exercise Price.  The exercise price of ADSs purchasable upon exercise of the Series A Warrants is $2.00 per ADS. The exercise price of ADSs purchasable upon exercise of the Series B Warrants is $4.00 per ADS.  The exercise price and the number of ADSs issuable upon exercise of the Warrants is subject to appropriate adjustment in the event of recapitalization events, stock dividends, stock splits, stock combinations, reclassifications or similar events affecting our Ordinary Shares or ADSs, and also upon any distributions of assets (or rights to acquire its assets), including cash, stock or other property to our holders of Ordinary Shares or ADSs.
 
Delivery of the Securities Upon Exercise.  The ADSs purchased upon exercise of the Warrants shall be delivered by The Bank of New York Mellon, as depositary,  to the registered holder of the Warrants or its permitted assigns by crediting the account of the holder’s prime broker with The Depository Trust Company through its Deposit or Withdrawal at Custodian system if the depositary is then a participant in such system and otherwise by physical delivery of a certificate evidencing those ADSs via overnight courier to the address specified by the holder in the notice of exercise.  The Company agrees to deposit the ordinary shares to be represented by ADSs issuable upon exercise of Warrants and instruct the depositary to deliver those ADSs on the Share Delivery Date.  The “Share Delivery Date” shall be (i) if prior to September 5, 2017, on the third (3rd) Business Day following the date on which the Company has received the Exercise Notice or (ii) if on or after September 5, 2017, on the second (2nd) Business Day following the date on which the Company has received the notice of exercise.  The Company will, to the extent practicable, treat the holder of Warrant ADSs as the holder of those ADSs as of the date the Warrants have been exercised, with payment to the Company of the Exercise Price (or by cashless exercise).  However, Warrant ADSs will not in fact be issued or registered until the related Warrant Shares have been deposited with the depositary’s custodian and the Company has instructed the depositary to deliver those ADSs.
 
Exercise Limitations.  The Company shall not effect any exercise of the Warrants, and a holder shall not have the right to exercise any portion of the Warrants, to the extent that after giving effect to any exercise, the holder (together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates), would beneficially own in excess of 19.99% of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of Ordinary Shares issuable upon exercise of the Warrants.  The number of Ordinary Shares beneficially owned by the holder and its affiliates shall include the number of Ordinary Shares underlying ADSs issuable upon exercise of the Warrants with respect to which such determination is being made, but shall exclude the number of Ordinary Shares underlying ADSs which would be issuable upon (i) exercise of any remaining, nonexercised portion of the Warrants beneficially owned by the holder or any of its affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the holder or any of its affiliates. Beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.
 
Transferability.  The Warrants may be transferred at the option of the holder upon surrender of the Warrants with the appropriate instruments of transfer.
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