State of Israel
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Not Applicable
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.)
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Anna T. Pinedo, Esq.
Morrison & Foerster llp
250 West 55th Street
New York, New York 10019-5201
Tel: (212) 468-8000
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Barry Levenfeld, Adv.
Adrian Daniels, Adv.
Yigal Arnon & Co.
22 Rivlin Street
Jerusalem 94240, Israel
Tel: (972) (2) 623-9220
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Title of each class of securities to be registered (1)
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Amount to be registered (1)
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Proposed maximum aggregate price per unit (2)
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Proposed maximum aggregate offering price (1)
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Amount of registration fee (3)(4)
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Ordinary Shares, par value NIS 0.01 per share (5)
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||||
Debt Securities
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||||
Warrants to purchase American Depositary Shares
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||||
Units (6)
|
||||
Total
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$150,000,000
|
$14,531.84
|
(1) |
These offered securities may be sold separately, together or as units with other offered securities. An indeterminate aggregate initial offering price or number of securities of each identified class is being registered as may from time to time be issued at indeterminate prices, with an aggregate public offering price not to exceed $150,000,000. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units or represented by depositary shares. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, or the Securities Act, this registration statement shall be deemed to cover any additional number of securities as may be offered or issued from time to time upon stock splits, stock dividends, recapitalizations or similar transactions. Pursuant to Rule 457(j) of the Securities Act, this includes such indeterminate number of shares of common stock as are issuable upon conversion of debt securities and warrants, indeterminate number of shares of common stock, debt securities or warrants issuable upon separation of units or indeterminate number of such securities pursuant to the anti-dilution provisions of such securities. No additional consideration will be received for such securities and, therefore, no registration fee is required pursuant to Rule 457(i) under the Securities Act. For debt securities issued with an original issue discount, the amount to be registered is calculated as the initial accreted value of such debt securities.
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(2) |
Not required to be included in accordance with General Instruction II.C of Form F-3 under the Securities Act.
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(3) |
Pursuant to Rule 415(a)(6) under the Securities Act, the securities registered pursuant to this registration statement include unsold securities previously registered by the Registrant on the Registrant’s registration statement (File No. 333-205700) filed on July 16, 2015, and declared effective on October 16, 2015, or the 2015 Registration Statement. The 2015 Registration Statement registered the offer and sale of an indeterminate number of ordinary shares, an indeterminate number of debt securities, an indeterminate number of warrants to purchase American Depositary Shares, and an indeterminate number of units, having an aggregate initial offering price of $75,000,000, a portion which remains unsold as of the date of filing this registration statement. The Registrant has determined to include in this registration statement certain unsold securities under the 2015 Registration Statement with an aggregate offering price of $33,278,375, or the Unsold Securities. Pursuant to Rule 415(a)(6) under the Securities Act, the filing fee of $4,143.16 relating to the Unsold Securities under the 2015 Registration Statement will continue to be applied to the Unsold Securities registered pursuant to this registration statement. The Registrant is also registering new securities on this registration statement with an aggregate initial offering price of $116,721,625, or the New Securities, which aggregate offering price is not specified as to each class of security (see footnote (2)). The proposed maximum aggregate offering price has been estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act and corresponds to the New Securities being registered hereby and not to the Unsold Securities carried over from the 2015 Registration Statement. To the extent that, after the filing date hereof and prior to the effectiveness of this registration statement, the Registrant sells any Unsold Securities pursuant to the 2015 Registration Statement, the Registrant will identify in a pre-effective amendment to this registration statement the updated amount of Unsold Securities from the 2015 Registration Statement to be included in this registration statement pursuant to Rule 415(a)(6) and the updated amount of New Securities to be registered on this registration statement. Pursuant to Rule 415(a)(6) under the Securities Act, the offering of the Unsold Securities under the 2015 Registration Statement will be deemed terminated as of the date of effectiveness of this registration statement.
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(4) |
The total filing fee of $14,531.84 paid by the Registrant in connection with this registration statement corresponds to the registration of the New Securities and not the Unsold Securities in accordance with Rule 415(a)(6). See also footnote (3) above.
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(5) |
American Depositary Shares issuable upon deposit of the ordinary shares registered hereby have been registered pursuant to a separate registration statement on Form F-6EF (File No. 333-218969). Each American Depositary Share represents one (1) ordinary share.
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(6) |
Units will be issued under a unit agreement or indenture and will represent an interest of one or more ordinary shares, warrants, debt securities, or any combination of such securities.
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BIOLINERX LTD. | |||
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By:
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/s/ Philip A. Serlin | |
Philip A. Serlin | |||
Chief Executive Officer |
Name
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Title
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Date
|
||
*
|
Chief Executive Officer
(principal executive officer)
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January 19, 2018
|
||
Philip A. Serlin
|
||||
*
|
Chief Financial Officer
(principal financial officer and principal accounting officer)
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January 19, 2018
|
||
Mali Zeevi
|
||||
*
|
Chairman of the Board
|
January 19, 2018
|
||
Aharon Schwartz, Ph.D
|
||||
*
|
Director
|
January 19, 2018
|
||
Michael J. Anghel, Ph.D.
|
||||
*
|
Director
|
January 19, 2018
|
||
Nurit Benjamini
|
||||
*
|
Director
|
January 19, 2018
|
||
B.J. Bormann, Ph.D.
|
||||
*
|
Director
|
January 19, 2018
|
||
Raphael Hofstein, Ph.D.
|
||||
*
|
Director
|
January 19, 2018
|
||
Avraham Molcho, M.D.
|
||||
*
|
Director
|
January 19, 2018
|
||
Sandra Panem, Ph.D.
|
||||
*
|
Authorized United States Representative
|
January 19, 2018
|
||
Vcorp Agent Services, Inc.
Miriam Katz, Assistant Secretary
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Exhibit Number
|
Exhibit Description
|
1.1*
|
Form of Underwriting Agreement.
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4.2*
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Form of Warrant.
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4.3*
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Form of Unit Agreement.
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*
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To be incorporated by reference to a subsequently filed Report on Form 6-K.
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**
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Previously filed.
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