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SEC filings
F-1
BIOLINERX LTD. filed this Form F-1 on 10/02/2012
Entire Document
 
37

 
 
 
Lincoln Park is offering all of the ADSs covered by this prospectus. We will not receive any of the proceeds from Lincoln Park’s sale of the ADSs. However, we will receive proceeds as and when we sell ADSs to Lincoln Park pursuant to the Purchase Agreement, up to the maximum amount of $15 million in gross proceeds. We intend to use such proceeds for clinical project development, working capital and general corporate purposes.
 
We have no obligation to sell any shares under the Purchase Agreement and the actual proceeds that we receive could be substantially less than the $15 million maximum.
 
We are paying all expenses incurred in connection with the registration of the ADSs offered by this prospectus other than expenses of Lincoln Park’s counsel and transfer or conversion expenses. Lincoln Park will be responsible for all sales commissions, brokerage fees and related expenses in connection with its sale of the ADSs.
 
 
 
We have issued, or may, issue the following ADSs to Lincoln Park under the Purchase Agreement:
 
 
·
98,598 ADSs, which were issued to Lincoln Park upon execution of the Purchase Agreement as initial commitment ADSs in consideration for its commitment to purchase our ADSs pursuant to the Purchase Agreement;
 
 
·
up to $15 million worth of ADSs from time to time over a 36-month period at our discretion, at a per share purchase price equal to:
 
 
o
for regular purchases:
 
 
§
the lower of (a) the lowest sale price of our ADSs on the purchase date of such ADSs and (b) the arithmetic average of the three lowest closing sale prices of our ADSs during the 12 consecutive business days ending on the business day immediately preceding the purchase date of such ADSs;
 
 
o
for accelerated purchases:
 
 
§
ninety-five percent (95%) of the volume weighted average price during either (i) the entire trading day on the purchase date of such ADSs, or (ii) the portion of the trading day of the purchase date of such ADSs (calculated starting at the beginning of normal trading hours) until such time at which the volume of shares traded on the Principal Market has exceeded (i) the amount of ADSs properly directed by the Company on the purchase notice, divided by (ii) a percentage specified by us up to 25% of the aggregate ADSs traded on the Nasdaq during normal trading hours on the purchase date of such ADSs.
 
 
·
additional commitment ADSs issuable to Lincoln Park on a pro rata basis as we require them to purchase ADSs under the Purchase Agreement over the 36-month term.   The additional commitment ADSs to be issued in connection with each purchase by Lincoln Park under the Purchase Agreement will be equal to 2.5% of the amount of ADSs issued on the applicable purchase date.  The number of additional commitment ADSs issuable to Lincoln Park is subject to adjustment based on the trading price of our ADSs.
 
Regular purchases may be made in purchases of up to $200,000 worth of ADSs per purchase (which amount may be increased based on the trading price of our ADSs on the applicable purchase date).  Accelerated purchases may be made in purchases of up to the lesser of (i) 25% of the aggregate ADSs traded on the principal market during normal trading hours on the accelerated purchase date and (ii) three times the number of purchase shares purchased pursuant to the corresponding regular purchase.