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

The information in this prospectus is not complete and may be changed.  We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective.  This preliminary prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.


4,198,598 American Depositary Shares Representing 41,985,980 Ordinary Shares
This prospectus relates to the resale, by Lincoln Park Capital Fund, LLC (“Lincoln Park” or the “Selling Shareholder”) of up to an aggregate of 4,198,598 American Depository Shares (“ADSs”) representing 41,985,980 of our ordinary shares, par value NIS 0.01 per share (“Ordinary Shares”).  Each ADS represents 10 Ordinary Shares.  The ADSs that may be offered for sale by Lincoln Park pursuant to this prospectus are issuable pursuant to a purchase agreement that we entered into with Lincoln Park dated September 21, 2012 (the “Purchase Agreement”). See “The Lincoln Park Transaction” for a description of the Purchase Agreement and see “Selling Shareholder” for additional information regarding Lincoln Park.  Such registration does not mean that Lincoln Park will actually offer or sell the full number of the ADSs.
Lincoln Park may offer the ADSs pursuant to this prospectus for resale in a number of different ways through public or private transactions and at varying prices. The prices at which Lincoln Park may sell the ADSs will be determined by the prevailing market price for the ADSs or through privately negotiated transactions. See “Plan of Distribution” for more information about how Lincoln Park may sell the ADSs pursuant to this prospectus.  Lincoln Park is an “underwriter” within the meaning of the Securities Act of 1933, as amended, or the Securities Act in connection with the resale of the ADSs pursuant to this prospectus.
We will not receive any proceeds from the sales of the ADSs by Lincoln Park.
Our ADSs are quoted on the Nasdaq Capital Market (the “Nasdaq”) under the symbol “BLRX.” On September 28, 2012, the closing price of our ADSs on the Nasdaq was US$2.63 per ADS.  Our Ordinary Shares currently trade on the Tel Aviv Stock Exchange (the “TASE”) under the symbol “BLRX.”  On September 28, 2012, the last reported sale price of our Ordinary Shares was NIS1.002, or $0.256 per share (based on the exchange rate reported by the Bank of Israel on such date).
Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 10 of this prospectus to read about factors you should consider before investing in our securities.

Neither the U.S. Securities and Exchange Commission, the Israel Securities Authority nor any state or other foreign securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.  Any representation to the contrary is a criminal offense.

The date of this prospectus is October         , 2012