SECURITIES AND EXCHANGE COMMISSION
 
WASHINGTON, D.C. 20549
 
FORM 6-K
 
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
 
For the month of November 2021

Commission file number: 001-35223
_______________________
 
BioLineRx Ltd.
(Translation of registrant’s name into English)
_______________________
 
2 HaMa’ayan Street
Modi’in 7177871, Israel
 (Address of Principal Executive Offices)
_______________________
 
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:        

Form 20-F           Form 40-F
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulations S-T Rule 101(b)(1):_____
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulations S-T Rule 101(b)(7):_____
 


On November 18, 2021, the Registrant issued a press release announcing its financial results for the three and nine months ended September 30, 2021. The Registrant is also publishing its unaudited interim consolidated financial statements, as well as its operating and financial review, as of September 30, 2021 and for the three and nine months then ended. Attached hereto are the following exhibits:
 
 
 
 
This Form 6-K, the text under the heading “Financial Results for the Quarter Ended September 30, 2021” in Exhibit 1, and Exhibit 2 and Exhibit 3 are hereby incorporated by reference into all effective registration statements filed by the registrant under the Securities Act of 1933.



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
BioLineRx Ltd.
 
 
 
 
 
 
By:
/s/ Philip Serlin
 
 
 
Philip Serlin
 
 
 
Chief Executive Officer
 

Dated: November 18, 2021
 


Exhibit 1

For Immediate Release

BioLineRx Reports Third Quarter 2021 Financial Results
and Provides Corporate Update

- Positive results from pharmacoeconomic cost effectiveness study
of Motixafortide in stem cell mobilization support its use as
standard of care in combination with G-CSF -

- Pre-NDA meeting with FDA set for mid-December;
NDA submission planned for H1 2022 -

- Cash and cash equivalents at September 30, 2021 of $62.2 million -
 
- Management to hold conference call today, November 18, at 10:00 am EST -

Tel Aviv, Israel, November 18, 2021 -- BioLineRx Ltd. (NASDAQ: BLRX) (TASE: BLRX), a late clinical-stage biopharmaceutical company focused on oncology, today reports its financial results for the quarter ended September 30, 2021 and provides a corporate update.
 
Significant events and achievements during the third quarter 2021 and subsequent period:
 

Announced statistically significant positive results from a pharmacoeconomic cost effectiveness study supporting Motixafortide’s use as the new standard-of-care and primary mobilization agent (in combination with G-CSF) in stem cell mobilization (SCM). The study demonstrated substantial clinical benefits and cost savings in favor of Motixafortide from a significantly higher number of mobilized cells, reduced numbers of apheresis sessions and reduced doses of G-CSF;
 

Announced acceptance of an oral presentation, as well as three poster presentations, at the 63rd American Society of Hematology (ASH) Annual Meeting & Exposition, which is taking place December 11-14. The presentations, which include an oral presentation describing the highly significant and clinically meaningful results from the Company’s GENESIS Phase 3 clinical trial in stem cell mobilization (SCM), reflect the versatility of Motixafortide as the backbone of promising new treatments for both hematological and solid tumor cancers;
 

Finalized preparations for a pre-NDA meeting with FDA, which is set for mid-December;
 

Proceeded with activities in support of a New Drug Application (NDA) submission in stem cell mobilization planned for the first half of 2022;
 

Ended the third quarter on a solid financial footing, with cash and cash equivalents of $62.2 million.
 

“The key highlight since our last quarterly update was the statistically significant positive results from a pharmacoeconomic study of Motixafortide in stem cell mobilization for multiple myeloma patients,” stated Philip Serlin, Chief Executive Officer of BioLineRx. “The study demonstrated that use of Motixafortide on top of G-CSF resulted in a net cost savings of $17,000 per patient, not including the cost of Motixafortide, driven by fewer doses of G-CSF and a reduction in the number of apheresis sessions and related costs, versus G-CSF alone. These cost savings should leave substantial room in the future to optimize our pricing strategy for Motixafortide at product launch and thereafter, if approved.
 
“These results, together with the overwhelmingly positive results from our GENESIS Phase 3 study, which showed that almost 90% of patients collected an optimal number of cells for transplantation following a single administration of Motixafortide and in only one apheresis session, strongly support our view that Motixafortide, in combination with G-CSF, can become the new standard of care in SCM as an upfront, or primary, therapy for all multiple myeloma patients. If approved, this represents a significant advancement in SCM to the benefit of patients and payers alike and, to that end, we plan to submit an NDA to the FDA in the first half of next year.
 
“Our significant progress in SCM, together with the encouraging results we have seen in trials to date in metastatic pancreatic cancer, reflect the versatility of Motixafortide in both hematological and solid tumor cancers, which we have an opportunity to highlight at this year’s ASH meeting next month. Our notable presence at such an important medical conference reflects the excellent progress that we have made to date across these core programs and underscores the momentum that we have entering 2022.
 
“With over $62 million in cash, we believe we are well financed to achieve our upcoming important and potentially value creating milestones,” Mr. Serlin concluded.
 
Upcoming Expected Milestones:
 

Complete pre-NDA meeting with the FDA for SCM, scheduled for mid-December 2021;
 

Complete recruitment of part 2 of ongoing Phase 1/2a trial of AGI-134 in solid tumors by end of 2021;
 

Announce initial results for Part 2 of Phase 1/2a trial of AGI-134 in solid tumors in first half of 2022;
 

Submit NDA for Motixafortide in SCM in first half of 2022.
 
Financial Results for the Quarter Ended September 30, 2021
 
Research and development expenses for the three months ended September 30, 2021 were $4.9 million, an increase of $1.4 million, or 41.3%, compared to $3.5 million for the three months ended September 30, 2020. The increase resulted primarily from an increase in expenses associated with the AGI-134 study and a timing difference related to a tax credit received in respect of AGI-134, as well as an increase in payroll and related-expenses due to a company-wide salary reduction related to the COVID-19 pandemic in the comparable 2020 period. Research and development expenses for the nine months ended September 30, 2021 were $14.3 million, an increase of $0.8 million, or 5.9%, compared to $13.5 million for the nine months ended September 30, 2020. The increase resulted primarily from an increase in expenses associated with the AGI-134 study, as well as an increase in payroll and related-expenses due to a company-wide salary reduction related to the COVID-19 pandemic in the comparable 2020 period, offset by lower expenses associated with the completed Motixafortide GENESIS and COMBAT clinical trials.
2

 
Sales and marketing expenses for the three months ended September 30, 2021 were $0.2 million, a decrease of $0.1 million, or 20.1%, compared to $0.3 million for the three months ended September 30, 2020. The decrease resulted primarily from lower consultancy services related to Motixafortide. Sales and marketing expenses for the nine months ended September 30, 2021 were $0.7 million, similar to the comparable period in 2020.
 
General and administrative expenses for the three months ended September 30, 2021 were $1.1 million, an increase of $0.2 million, or 22.3%, compared to $0.9 million for the three months ended September 30, 2020. The increase resulted primarily from an increase in directors’ and officers’ insurance. General and administrative expenses for the nine months ended September 30, 2021 were $3.1 million, an increase of $0.3 million, or 9.3%, compared to $2.8 million for the nine months ended September 30, 2020. The reason for the increase is similar to the aforementioned increase in the three-month period.
 
The Company's operating loss for the three months ended September 30, 2021 amounted to $6.2 million, compared to an operating loss of $4.6 million for the quarter ended September 30, 2020. The Company’s operating loss for the nine months ended September 30, 2021 was $18.2 million, compared to $17.1 million for the comparable period in 2020.
 
Non-operating income (expenses) for the three and nine months ended September 30, 2021 primarily relate to fair-value adjustments of warrant liabilities on the Company’s balance sheet and issuance expenses of the ATM.  Non-operating income (expenses)  for the three and nine months ended September 30, 2020 primarily relate to fair-value adjustments of warrant liabilities on the Company’s balance sheet, offset by warrant offering expenses and issuance expenses of the ATM.
 
Net financial expenses for the three months ended September 30, 2021 amounted to $0.2 million compared to net financial expenses of $0.3 million for the three months ended September 30, 2020. Net financial expenses for the nine months ended September 30, 2021 amounted to $0.5 million compared to net financial expenses of $0.9 million for the nine months ended September 30, 2020. Net financial expenses for all periods primarily relate to interest paid on loans, offset by investment income earned on bank deposits.
 
The Company's net loss for the three months ended September 30, 2021 amounted to $5.7 million, compared with a net loss of $4.6 million for the comparable period in 2020. The Company’s net loss for the nine months ended September 30, 2021 amounted to $22.8 million, compared with a net loss of $18.0 million for the comparable period in 2020.
 
The Company held $62.2 million in cash, cash equivalents and short-term bank deposits as of September 30, 2021.
3

 
Net cash used in operating activities was $18.1 million for the nine months ended September 30, 2021, compared with net cash used in operating activities of $17.8 million for the nine months ended September 30, 2020. The $0.3 million increase in net cash used in operating activities in 2021 was primarily the result of an increase in research and development expenses.
 
Net cash used in investing activities was $42.2 million for the nine months ended September 30, 2021, compared to net cash provided by investing activities of $8.1 million for the nine months ended September 30, 2020. The changes in cash flows from investing activities relate primarily to investments in, and maturities of, short-term bank deposits.
 
Net cash provided by financing activities was $57.6 million for the nine months ended September 30, 2021, compared to net cash provided by financing activities of $10.9 million for the nine months ended September 30, 2020. The cash flows in 2021 primarily reflect the underwritten public offering of our ADSs in January 2021, warrant exercises, and net proceeds from the ATM facility, offset by repayments of the loan from Kreos Capital. The cash flows in 2020 primarily reflect two registered direct offerings to institutional investors, net proceeds from the ATM facility, offset by repayments of the loan from Kreos Capital.
 
Conference Call and Webcast Information
 
BioLineRx will hold a conference call today, Thursday, November 18, 2021, at 10:00 a.m. EST. To access the conference call, please dial +1-866-744-5399 from the US or +972-3-918-0644 internationally. The call will also be available via webcast and can be accessed through the Investor Relations page of BioLineRx’s website. Please allow extra time prior to the call to visit the site and download any necessary software to listen to the live broadcast.
 
A replay of the conference call will be available approximately two hours after completion of the live conference call on the Investor Relations page of BioLineRx’s website. A dial-in replay of the call will be available until November 21, 2021; please dial +1-888-295-2634 from the US or +972-3-925-5904 internationally.
 
(Tables follow)
 
About BioLineRx
 
BioLineRx Ltd. (NASDAQ/TASE: BLRX) is a late clinical-stage biopharmaceutical company focused on oncology. The Company’s business model is to in-license novel compounds, develop them through clinical stages, and then partner with pharmaceutical companies for further clinical development and/or commercialization.
 
The Company’s lead program, Motixafortide (BL-8040), is a cancer therapy platform that was successfully evaluated in a Phase 3 study in stem cell mobilization for autologous bone-marrow transplantation, has reported positive results from a pre-planned pharmacoeconomic study, and is currently in preparations for an NDA submission. Motixafortide was also successfully evaluated in a Phase 2a study for the treatment of pancreatic cancer in combination with KEYTRUDA® and chemotherapy under a clinical trial collaboration agreement with MSD (BioLineRx owns all rights to Motixafortide), and is currently being studied in combination with LIBTAYO® and chemotherapy as a first-line PDAC therapy.
4

 
BioLineRx is also developing a second oncology program, AGI-134, an immunotherapy treatment for multiple solid tumors that is currently being investigated in a Phase 1/2a study.
 
For additional information on BioLineRx, please visit the Company’s website at www.biolinerx.com, where you can review the Company’s SEC filings, press releases, announcements and events.
 
Various statements in this release concerning BioLineRx's future expectations constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include words such as "may," "expects," "anticipates," "believes," and "intends," and describe opinions about future events. These forward-looking statements involve known and unknown risks and uncertainties that may cause the actual results, performance or achievements of BioLineRx to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Factors that could cause BioLineRx's actual results to differ materially from those expressed or implied in such forward-looking statements include, but are not limited to: the initiation, timing, progress and results of BioLineRx's preclinical studies, clinical trials and other therapeutic candidate development efforts; BioLineRx's ability to advance its therapeutic candidates into clinical trials or to successfully complete its preclinical studies or clinical trials; BioLineRx's receipt of regulatory approvals for its therapeutic candidates, and the timing of other regulatory filings and approvals; the clinical development, commercialization and market acceptance of BioLineRx's therapeutic candidates; BioLineRx's ability to establish and maintain corporate collaborations; BioLineRx's ability to integrate new therapeutic candidates and new personnel; the interpretation of the properties and characteristics of BioLineRx's therapeutic candidates and of the results obtained with its therapeutic candidates in preclinical studies or clinical trials; the implementation of BioLineRx's business model and strategic plans for its business and therapeutic candidates; the scope of protection BioLineRx is able to establish and maintain for intellectual property rights covering its therapeutic candidates and its ability to operate its business without infringing the intellectual property rights of others; estimates of BioLineRx's expenses, future revenues, capital requirements and its needs for additional financing; risks related to changes in healthcare laws, rules and regulations in the United States or elsewhere; competitive companies, technologies and BioLineRx's industry; risks related to the COVID-19 pandemic; and statements as to the impact of the political and security situation in Israel on BioLineRx's business. These and other factors are more fully discussed in the "Risk Factors" section of BioLineRx's most recent annual report on Form 20-F filed with the Securities and Exchange Commission on February 23, 2021. In addition, any forward-looking statements represent BioLineRx's views only as of the date of this release and should not be relied upon as representing its views as of any subsequent date. BioLineRx does not assume any obligation to update any forward-looking statements unless required by law.

Contact:
Tim McCarthy
LifeSci Advisors, LLC
+1-212-915-2564
tim@lifesciadvisors.com

or

Moran Meir
LifeSci Advisors, LLC
+972-54-476-4945
moran@lifesciadvisors.com
5

BioLineRx Ltd.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION
(UNAUDITED)

   
December 31,
   
September 30,
 
   
2020
   
2021
 
   
in USD thousands
 
Assets
           
CURRENT ASSETS
           
Cash and cash equivalents
   
16,831
     
14,077
 
Short-term bank deposits
   
5,756
     
48,128
 
Prepaid expenses
   
152
     
449
 
Other receivables
   
141
     
192
 
Total current assets
   
22,880
     
62,846
 
                 
NON-CURRENT ASSETS
               
Property and equipment, net
   
1,341
     
1,016
 
Right-of-use assets, net
   
1,355
     
1,338
 
Intangible assets, net
   
21,714
     
21,705
 
Total non-current assets
   
24,410
     
24,059
 
Total assets
   
47,290
     
86,905
 
                 
Liabilities and equity
               
CURRENT LIABILITIES
               
Current maturities of long-term loans
   
3,092
     
3,575
 
Accounts payable and accruals:
               
Trade
   
5,918
     
5,441
 
Other
   
1,440
     
1,128
 
Lease liabilities
   
191
     
169
 
Total current liabilities
   
10,641
     
10,313
 
NON-CURRENT LIABILITIES
               
Warrants
   
10,218
     
4,013
 
Long-term loans, net of current maturities
   
2,740
     
-
 
Lease liabilities
   
1,661
     
1,678
 
Total non-current liabilities
   
14,619
     
5,691
 
COMMITMENTS AND CONTINGENT LIABILITIES
               
Total liabilities
   
25,260
     
16,004
 
                 
EQUITY
               
Ordinary shares
   
9,870
     
20,874
 
Share premium
   
279,241
     
338,051
 
Warrants
   
-
     
975
 
Capital reserve
   
12,322
     
13,154
 
Other comprehensive loss
   
(1,416
)
   
(1,416
)
Accumulated deficit
   
(277,987
)
   
(300,737
)
Total equity
   
22,030
     
70,901
 
Total liabilities and equity
   
47,290
     
86,905
 

6


BioLineRx Ltd.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE LOSS
(UNAUDITED)

   
Three months ended
September 30,
   
Nine months ended
September 30,
 
   
2020
   
2021
   
2020
   
2021
 
   
in USD thousands
   
in USD thousands
 
RESEARCH AND DEVELOPMENT EXPENSES
   
(3,484
)
   
(4,923
)
   
(13,546
)
   
(14,340
)
SALES AND MARKETING EXPENSES
   
(309
)
   
(247
)
   
(666
)
   
(731
)
GENERAL AND ADMINISTRATIVE EXPENSES
   
(856
)
   
(1,047
)
   
(2,843
)
   
(3,108
)
OPERATING LOSS
   
(4,649
)
   
(6,217
)
   
(17,055
)
   
(18,179
)
NON-OPERATING INCOME (EXPENSES), NET
   
294
     
710
     
(80
)
   
(4,068
)
FINANCIAL INCOME
   
39
     
52
     
214
     
299
 
FINANCIAL EXPENSES
   
(302
)
   
(261
)
   
(1,112
)
   
(802
)
                                 
NET LOSS AND COMPREHENSIVE LOSS
   
(4,618
)
   
(5,716
)
   
(18,033
)
   
(22,750
)

   
in USD
   
in USD
 
LOSS PER ORDINARY SHARE - BASIC AND DILUTED
   
(0.02
)
   
(0.01
)
   
(0.08
)
   
(0.04
)
                                 
WEIGHTED AVERAGE NUMBER OF SHARES USED IN CALCULATION OF LOSS PER ORDINARY SHARE
   
296,508,550
     
708,473,164
     
231,380,969
     
646,427,790
 

7


BioLineRx Ltd.
CONDENSED INTERIM STATEMENTS OF CHANGES IN EQUITY
(UNAUDITED)

   
Ordinary
   
Share
         
Capital
   
Other
Comprehensive
   
Accumulated
       
   
Shares
   
premium
   
Warrants
   
reserve
   
loss
   
deficit
   
Total
 
   
in USD thousands
 
BALANCE AT JANUARY 1, 2020
   
4,692
     
265,938
     
-
     
12,132
     
(1,416
)
   
(247,966
)
   
33,380
 
CHANGES FOR NINE MONTHS ENDED SEPTEMBER 30, 2020:
                                                       
Issuance of share capital, net
   
3,581
     
4,754
     
-
     
-
     
-
     
-
     
8,335
 
Employee stock options exercised
   
8
     
224
     
-
     
(224
)
   
-
     
-
     
8
 
Employee stock options forfeited and expired
   
-
     
191
     
-
     
(191
)
   
-
     
-
     
-
 
Share-based compensation
   
-
     
-
     
-
     
1,118
     
-
     
-
     
1,118
 
Comprehensive loss for the period
   
-
     
-
     
-
     
-
     
-
     
(18,033
)
   
(18,033
)
BALANCE AT SEPTEMBER 30, 2020
   
8,281
     
271,107
     
-
     
12,835
     
(1,416
)
   
(265,999
)
   
24,808
 

   
Ordinary
   
Share
           
Capital
   
Other
Comprehensive
   
Accumulated
         
   
Shares
   
premium
   
Warrants
   
reserve
   
Loss
   
deficit
   
Total
 
   
in USD thousands
 
BALANCE AT JANUARY 1, 2021
   
9,870
     
279,241
     
-
     
12,322
     
(1,416
)
   
(277,987
)
   
22,030
 
CHANGES FOR NINE MONTHS ENDED SEPTEMBER 30, 2021:
                                                       
Issuance of share capital and warrants, net
   
8,764
     
39,569
     
975
     
-
     
-
     
-
     
49,308
 
Warrants exercised
   
2,235
     
18,967
     
-
     
-
     
-
     
-
     
21,202
 
Employee stock options exercised
   
5
     
41
     
-
     
(39
)
   
-
     
-
     
7
 
Employee stock options forfeited and expired
   
-
     
233
     
-
     
(233
)
   
-
     
-
     
-
 
Share-based compensation
   
-
     
-
     
-
     
1,104
     
-
     
-
     
1,104
 
Comprehensive loss for the period
   
-
     
-
     
-
     
-
     
-
     
(22,750
)
   
(22,750
)
BALANCE AT SEPTEMBER 30, 2021
   
20,874
     
338,051
     
975
     
13,154
     
(1,416
)
   
(300,737
)
   
70,901
 

8


BioLineRx Ltd.
CONDENSED INTERIM STATEMENTS OF CHANGES IN EQUITY
(UNAUDITED)

   
Ordinary
   
Share
         
Capital
   
Other
Comprehensive
   
Accumulated
       
   
Shares
   
premium
   
Warrants
   
reserve
   
Loss
   
deficit
   
Total
 
   
in USD thousands
 
BALANCE AT JULY 1, 2020
   
8,281
     
271,107
     
-
     
12,639
     
(1,416
)
   
(261,381
)
   
29,230
 
CHANGES FOR THREE MONTHS ENDED SEPTEMBER 30, 2020:
                                                       
Share-based compensation
   
-
     
-
     
-
     
196
     
-
     
-
     
196
 
Comprehensive loss for the period
   
-
     
-
     
-
     
-
     
-
     
(4,618
)
   
(4,618
)
BALANCE AT SEPTEMBER 30, 2020
   
8,281
     
271,107
     
-
     
12,835
     
(1,416
)
   
(265,999
)
   
24,808
 

   
Ordinary
   
Share
         
Capital
   
Other
Comprehensive
   
Accumulated
       
   
Shares
   
premium
   
Warrants
   
Reserve
   
Loss
   
deficit
   
Total
 
   
in USD thousands
 
BALANCE AT JULY 1, 2021
   
20,496
     
335,887
     
975
     
12,972
     
(1,416
)
   
(295,021
)
   
73,893
 
CHANGES FOR THREE MONTHS ENDED SEPTEMBER 30, 2021:
                                                       
Issuance of share capital, net
   
378
     
2,074
     
-
     
-
     
-
     
-
     
2,452
 
Employee stock options forfeited and expired
   
-
     
90
     
-
     
(90
)
   
-
     
-
     
-
 
Share-based compensation
   
-
     
-
     
-
     
272
     
-
     
-
     
272
 
Comprehensive loss for the period
   
-
     
-
     
-
     
-
     
-
     
(5,716
)
   
(5,716
)
BALANCE AT SEPTEMBER 30, 2021
   
20,874
     
338,051
     
975
     
13,154
     
(1,416
)
   
(300,737
)
   
70,901
 

9

 
BioLineRx Ltd.
CONDENSED CONSOLIDATED INTERIM CASH FLOW STATEMENTS
(UNAUDITED)

   
Nine months ended September 30,
 
   
2020
   
2021
 
   
in USD thousands
 
CASH FLOWS - OPERATING ACTIVITIES
           
Comprehensive loss for the period
   
(18,033
)
   
(22,750
)
Adjustments required to reflect net cash used in operating activities (see appendix below)
   
259
     
4,680
 
Net cash used in operating activities
   
(17,774
)
   
(18,070
)
                 
CASH FLOWS - INVESTING ACTIVITIES
               
Investments in short-term deposits
   
(28,500
)
   
(70,000
)
Maturities of short-term deposits
   
36,626
     
27,813
 
Purchase of property and equipment
   
(1
)
   
(35
)
Net cash provided by (used in) investing activities
   
8,125
     
(42,222
)
                 
CASH FLOWS - FINANCING ACTIVITIES
               
Issuance of share capital and warrants, net of issuance costs
   
13,411
     
49,308
 
Exercise of warrants
   
-
     
10,907
 
Employee stock options exercised
   
8
     
7
 
Repayments of loans
   
(2,338
)
   
(2,502
)
Repayments of lease liabilities
   
(162
)
   
(145
)
Net cash provided by financing activities
   
10,919
     
57,575
 
                 
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
   
1,270
     
(2,717
)
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD
   
5,297
     
16,831
 
EXCHANGE DIFFERENCES ON CASH AND CASH EQUIVALENTS
   
(15
)
   
(37
)
CASH AND CASH EQUIVALENTS - END OF PERIOD
   
6,552
     
14,077
 

10


BioLineRx Ltd.
APPENDIX TO CONDENSED CONSOLIDATED INTERIM CASH FLOW STATEMENTS
(UNAUDITED)
 
   
Nine months ended September 30,
 
   
2020
   
2021
 
   
in USD thousands
 
Adjustments required to reflect net cash used in operating activities:
           
             
Income and expenses not involving cash flows:
           
Depreciation and amortization
   
737
     
529
 
Exchange differences on cash and cash equivalents
   
15
     
37
 
Fair value adjustments of warrants
   
(727
)
   
4,090
 
Share-based compensation
   
1,118
     
1,104
 
Warrant issuance costs
   
593
     
-
 
Interest and exchange differences on short-term deposits
   
(209
)
   
(185
)
Interest on loans
   
370
     
245
 
Exchange differences on lease liability
   
4
     
(3
)
     
1,901
     
5,817
 
Changes in operating asset and liability items:
               
Decrease (increase) in prepaid expenses and other receivables
   
125
     
(348
)
  Decrease in accounts payable and accruals
   
(1,767
)
   
(789
)
     
(1,642
)
   
(1,137
)
     
259
     
4,680
 
                 
Supplemental information on interest received in cash
   
342
     
77
 
                 
Supplemental information on interest paid in cash
   
671
     
541
 
                 
Supplemental information on non-cash transactions:
               
Changes in right-of-use asset
   
-
     
143
 
                 
Exercise of warrants (portion related to accumulated fair value adjustments)
   
-
     
10,295
 

11

Exhibit 2

BioLineRx Ltd.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)
AS OF SEPTEMBER 30, 2021
 


BioLineRx Ltd.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)
AS OF SEPTEMBER 30, 2021

TABLE OF CONTENTS

   
Page
 
F-2
 
F-3
 
F-4 - F-5
 
F-6 - F-7
 
F-8 - F-11



BioLineRx Ltd.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION
(UNAUDITED)

   
December 31,
   
September 30,
 
   
2020
   
2021
 
   
in USD thousands
 
Assets
           
CURRENT ASSETS
           
Cash and cash equivalents
   
16,831
     
14,077
 
Short-term bank deposits
   
5,756
     
48,128
 
Prepaid expenses
   
152
     
449
 
Other receivables
   
141
     
192
 
Total current assets
   
22,880
     
62,846
 
                 
NON-CURRENT ASSETS
               
Property and equipment, net
   
1,341
     
1,016
 
Right-of-use assets, net
   
1,355
     
1,338
 
Intangible assets, net
   
21,714
     
21,705
 
Total non-current assets
   
24,410
     
24,059
 
Total assets
   
47,290
     
86,905
 
                 
Liabilities and equity
               
CURRENT LIABILITIES
               
Current maturities of long-term loans
   
3,092
     
3,575
 
Accounts payable and accruals:
               
Trade
   
5,918
     
5,441
 
Other
   
1,440
     
1,128
 
Lease liabilities
   
191
     
169
 
Total current liabilities
   
10,641
     
10,313
 
NON-CURRENT LIABILITIES
               
Warrants
   
10,218
     
4,013
 
Long-term loans, net of current maturities
   
2,740
     
-
 
Lease liabilities
   
1,661
     
1,678
 
Total non-current liabilities
   
14,619
     
5,691
 
COMMITMENTS AND CONTINGENT LIABILITIES
               
Total liabilities
   
25,260
     
16,004
 
                 
EQUITY
               
Ordinary shares
   
9,870
     
20,874
 
Share premium
   
279,241
     
338,051
 
Warrants
   
-
     
975
 
Capital reserve
   
12,322
     
13,154
 
Other comprehensive loss
   
(1,416
)
   
(1,416
)
Accumulated deficit
   
(277,987
)
   
(300,737
)
Total equity
   
22,030
     
70,901
 
Total liabilities and equity
   
47,290
     
86,905
 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.
F-2


BioLineRx Ltd.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE LOSS
(UNAUDITED)

   
Three months ended
September 30,
   
Nine months ended
September 30,
 
   
2020
   
2021
   
2020
   
2021
 
   
in USD thousands
   
in USD thousands
 
RESEARCH AND DEVELOPMENT EXPENSES
   
(3,484
)
   
(4,923
)
   
(13,546
)
   
(14,340
)
SALES AND MARKETING EXPENSES
   
(309
)
   
(247
)
   
(666
)
   
(731
)
GENERAL AND ADMINISTRATIVE EXPENSES
   
(856
)
   
(1,047
)
   
(2,843
)
   
(3,108
)
OPERATING LOSS
   
(4,649
)
   
(6,217
)
   
(17,055
)
   
(18,179
)
NON-OPERATING INCOME (EXPENSES), NET
   
294
     
710
     
(80
)
   
(4,068
)
FINANCIAL INCOME
   
39
     
52
     
214
     
299
 
FINANCIAL EXPENSES
   
(302
)
   
(261
)
   
(1,112
)
   
(802
)
                                 
NET LOSS AND COMPREHENSIVE LOSS
   
(4,618
)
   
(5,716
)
   
(18,033
)
   
(22,750
)
                                 
   
in USD
   
in USD
 
LOSS PER ORDINARY SHARE - BASIC AND DILUTED
   
(0.02
)
   
(0.01
)
   
(0.08
)
   
(0.04
)
                                 
WEIGHTED AVERAGE NUMBER OF SHARES USED IN CALCULATION OF LOSS PER ORDINARY SHARE
   
296,508,550
     
708,473,164
     
231,380,969
     
646,427,790
 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.
F-3


BioLineRx Ltd.
CONDENSED INTERIM STATEMENTS OF CHANGES IN EQUITY
(UNAUDITED)

   
Ordinary
   
Share
         
Capital
   
Other
Comprehensive
   
Accumulated
       
   
Shares
   
premium
   
Warrants
   
reserve
   
loss
   
deficit
   
Total
 
   
in USD thousands
 
BALANCE AT JANUARY 1, 2020
   
4,692
     
265,938
     
-
     
12,132
     
(1,416
)
   
(247,966
)
   
33,380
 
CHANGES FOR NINE MONTHS ENDED SEPTEMBER 30, 2020:
                                                       
Issuance of share capital, net
   
3,581
     
4,754
     
-
     
-
     
-
     
-
     
8,335
 
Employee stock options exercised
   
8
     
224
     
-
     
(224
)
   
-
     
-
     
8
 
Employee stock options forfeited and expired
   
-
     
191
     
-
     
(191
)
   
-
     
-
     
-
 
Share-based compensation
   
-
     
-
     
-
     
1,118
     
-
     
-
     
1,118
 
Comprehensive loss for the period
   
-
     
-
     
-
     
-
     
-
     
(18,033
)
   
(18,033
)
BALANCE AT SEPTEMBER 30, 2020
   
8,281
     
271,107
     
-
     
12,835
     
(1,416
)
   
(265,999
)
   
24,808
 

   
Ordinary
   
Share
           
Capital
   
Other
Comprehensive
   
Accumulated
         
   
Shares
   
premium
   
Warrants
   
reserve
   
Loss
   
deficit
   
Total
 
   
in USD thousands
 
BALANCE AT JANUARY 1, 2021
   
9,870
     
279,241
     
-
     
12,322
     
(1,416
)
   
(277,987
)
   
22,030
 
CHANGES FOR NINE MONTHS ENDED SEPTEMBER 30, 2021:
                                                       
Issuance of share capital and warrants, net
   
8,764
     
39,569
     
975
     
-
     
-
     
-
     
49,308
 
Warrants exercised
   
2,235
     
18,967
     
-
     
-
     
-
     
-
     
21,202
 
Employee stock options exercised
   
5
     
41
     
-
     
(39
)
   
-
     
-
     
7
 
Employee stock options forfeited and expired
   
-
     
233
     
-
     
(233
)
   
-
     
-
     
-
 
Share-based compensation
   
-
     
-
     
-
     
1,104
     
-
     
-
     
1,104
 
Comprehensive loss for the period
   
-
     
-
     
-
     
-
     
-
     
(22,750
)
   
(22,750
)
BALANCE AT SEPTEMBER 30, 2021
   
20,874
     
338,051
     
975
     
13,154
     
(1,416
)
   
(300,737
)
   
70,901
 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.
F-4


BioLineRx Ltd.
CONDENSED INTERIM STATEMENTS OF CHANGES IN EQUITY
(UNAUDITED)

   
Ordinary
   
Share
         
Capital
   
Other
Comprehensive
   
Accumulated
       
   
Shares
   
premium
   
Warrants
   
reserve
   
Loss
   
deficit
   
Total
 
   
in USD thousands
 
BALANCE AT JULY 1, 2020
   
8,281
     
271,107
     
-
     
12,639
     
(1,416
)
   
(261,381
)
   
29,230
 
CHANGES FOR THREE MONTHS ENDED SEPTEMBER 30, 2020:
                                                       
Share-based compensation
   
-
     
-
     
-
     
196
     
-
     
-
     
196
 
Comprehensive loss for the period
   
-
     
-
     
-
     
-
     
-
     
(4,618
)
   
(4,618
)
BALANCE AT SEPTEMBER 30, 2020
   
8,281
     
271,107
     
-
     
12,835
     
(1,416
)
   
(265,999
)
   
24,808
 

   
Ordinary
   
Share
           
Capital
   
Other
Comprehensive
   
Accumulated
         
   
Shares
   
premium
   
Warrants
   
Reserve
   
Loss
   
deficit
   
Total
 
   
in USD thousands
 
BALANCE AT JULY 1, 2021
   
20,496
     
335,887
     
975
     
12,972
     
(1,416
)
   
(295,021
)
   
73,893
 
CHANGES FOR THREE MONTHS ENDED SEPTEMBER 30, 2021:
                                                       
Issuance of share capital, net
   
378
     
2,074
     
-
     
-
     
-
     
-
     
2,452
 
Employee stock options forfeited and expired
   
-
     
90
     
-
     
(90
)
   
-
     
-
     
-
 
Share-based compensation
   
-
     
-
     
-
     
272
     
-
     
-
     
272
 
Comprehensive loss for the period
   
-
     
-
     
-
     
-
     
-
     
(5,716
)
   
(5,716
)
BALANCE AT SEPTEMBER 30, 2021
   
20,874
     
338,051
     
975
     
13,154
     
(1,416
)
   
(300,737
)
   
70,901
 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.
F-5

 
BioLineRx Ltd.
CONDENSED CONSOLIDATED INTERIM CASH FLOW STATEMENTS
(UNAUDITED)

   
Nine months ended September 30,
 
   
2020
   
2021
 
   
in USD thousands
 
             
CASH FLOWS - OPERATING ACTIVITIES
           
Comprehensive loss for the period
   
(18,033
)
   
(22,750
)
Adjustments required to reflect net cash used in operating activities
 (see appendix below)
   
259
     
4,680
 
Net cash used in operating activities
   
(17,774
)
   
(18,070
)
                 
CASH FLOWS - INVESTING ACTIVITIES
               
Investments in short-term deposits
   
(28,500
)
   
(70,000
)
Maturities of short-term deposits
   
36,626
     
27,813
 
Purchase of property and equipment
   
(1
)
   
(35
)
Net cash provided by (used in) investing activities
   
8,125
     
(42,222
)
                 
CASH FLOWS - FINANCING ACTIVITIES
               
Issuance of share capital and warrants, net of issuance costs
   
13,411
     
49,308
 
Exercise of warrants
   
-
     
10,907
 
Employee stock options exercised
   
8
     
7
 
Repayments of loans
   
(2,338
)
   
(2,502
)
Repayments of lease liabilities
   
(162
)
   
(145
)
Net cash provided by financing activities
   
10,919
     
57,575
 
                 
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
   
1,270
     
(2,717
)
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD
   
5,297
     
16,831
 
EXCHANGE DIFFERENCES ON CASH AND CASH EQUIVALENTS
   
(15
)
   
(37
)
CASH AND CASH EQUIVALENTS - END OF PERIOD
   
6,552
     
14,077
 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.
F-6


BioLineRx Ltd.
APPENDIX TO CONDENSED CONSOLIDATED INTERIM CASH FLOW STATEMENTS
(UNAUDITED)
 
   
Nine months ended September 30,
 
   
2020
   
2021
 
   
in USD thousands
 
Adjustments required to reflect net cash used in operating activities:
           
             
Income and expenses not involving cash flows:
           
Depreciation and amortization
   
737
     
529
 
Exchange differences on cash and cash equivalents
   
15
     
37
 
Fair value adjustments of warrants
   
(727
)
   
4,090
 
Share-based compensation
   
1,118
     
1,104
 
Warrant issuance costs
   
593
     
-
 
Interest and exchange differences on short-term deposits
   
(209
)
   
(185
)
Interest on loans
   
370
     
245
 
Exchange differences on lease liability
   
4
     
(3
)
     
1,901
     
5,817
 
Changes in operating asset and liability items:
               
Decrease (increase) in prepaid expenses and other receivables
   
125
     
(348
)
  Decrease in accounts payable and accruals
   
(1,767
)
   
(789
)
     
(1,642
)
   
(1,137
)
     
259
     
4,680
 
                 
Supplemental information on interest received in cash
   
342
     
77
 
                 
Supplemental information on interest paid in cash
   
671
     
541
 
                 
Supplemental information on non-cash transactions:
               
Changes in right-of-use asset
   
-
     
143
 
                 
Exercise of warrants (portion related to accumulated fair value adjustments)
   
-
     
10,295
 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.
F-7


BioLineRx Ltd.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 1 – GENERAL INFORMATION


a.
General

BioLineRx Ltd. (“BioLineRx”), headquartered in Modi’in, Israel, was incorporated and commenced operations in April 2003. BioLineRx and its subsidiaries (collectively, the “Company”) are engaged in the development of therapeutics, primarily in clinical stages, with a focus on the field of oncology.

The Company’s American Depositary Shares (“ADSs”) are traded on the NASDAQ Capital Market, and its ordinary shares are traded on the Tel Aviv Stock Exchange (“TASE”). Each ADS represents 15 ordinary shares.

In March 2017, the Company acquired Agalimmune Ltd. (“Agalimmune”), a privately held company incorporated in the United Kingdom, with a focus on the field of immuno-oncology.

Although the Company has succeeded in generating significant revenues from a number of out-licensing transactions in the past, it cannot determine with reasonable certainty if and when it will become profitable on a current basis. Management believes that the Company’s current cash and other resources will be sufficient to fund its projected cash requirements into the first half of 2024. However, in the event that the Company does not begin to generate sustainable cash flows from its operating activities in the future, the Company will need to carry out significant cost reductions or raise additional funding.


b.
Approval of financial statements

The condensed consolidated interim financial statements of the Company as of September 30, 2021, and for the nine months then ended, were approved by the Board of Directors on November 18, 2021, and signed on its behalf by the Chairman of the Board, the Chief Executive Officer and the Chief Financial Officer.

F-8


BioLineRx Ltd.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 2 – BASIS OF PREPARATION
 
The Company’s condensed consolidated interim financial statements as of September 30, 2021 and for the three and nine months then ended (the “interim financial statements”) have been prepared in accordance with International Accounting Standard No. 34, “Interim Financial Reporting” (“IAS 34”). These interim financial statements, which are unaudited, do not include all disclosures necessary for a fair statement of financial position, results of operations, and cash flows in conformity with International Financial Reporting Standards (“IFRS”). The condensed consolidated interim financial statements should be read in conjunction with the Company’s annual financial statements as of December 31, 2020 and for the year then ended and their accompanying notes, which have been prepared in accordance with IFRS. The results of operations for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the entire fiscal year or for any other interim period.

The preparation of financial statements in conformity with IFRS requires management to make estimates, judgments and assumptions that may affect the reported amounts of assets, liabilities, equity and expenses, as well as the related disclosures of contingent assets and liabilities, in the process of applying the Company’s accounting policies. These inputs also consider, among other things, the implications of the COVID-19 pandemic on the Company’s activities, and the resultant effects on critical and significant accounting estimates, most significantly in relation to the value of intangible assets. The COVID-19 pandemic has spread to many countries throughout the world, including to the United States, Europe and Israel, where the Company currently manufactures its therapeutic candidates and conducts its clinical trials. The Company has previously experienced some recruitment delays from the deepening and extended impact of COVID-19 on its clinical trials; however, at present, the Company does not believe these delays will significantly impact its clinical development plans. Future developments related to COVID-19 are highly uncertain, including as a result of new information that may emerge concerning COVID-19 and the actions taken to contain or treat it, as well as its overall economic impact, and more specifically its effects on the financial markets. All estimates made by the Company related to the impact of COVID-19 in its financial statements may change in future periods. Actual results could differ from those estimates.

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES
 
The accounting policies and calculation methods applied in the preparation of these interim financial statements are consistent with those applied in the preparation of the annual financial statements as of December 31, 2020 and for the year then ended.
F-9

BioLineRx Ltd.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 4 – AT-THE-MARKET (“ATM”) SALES AGREEMENT


a.
In September 2020, the Company entered into an ATM sales agreement with H.C. Wainwright & Co., LLC (“HCW”), pursuant to which the Company was entitled, at its sole discretion, to offer and sell through HCW, acting as sales agent, ADSs having an aggregate offering price of up to $25.0 million throughout the period during which the ATM facility remained in effect. The Company agreed to pay HCW a commission of 3.0% of the gross proceeds from the sale of ADSs under the facility. In September 2021, the Company terminated the agreement. During 2021, the Company issued a total of 4,745,368 ADSs under the agreement for total gross proceeds of $18.5 million. From the effective date of the agreement through its termination, 7,381,101 ADSs were sold under the program for total gross proceeds of approximately $24.5 million.


b.
In September 2021, the Company entered into a new $25.0 million ATM sales agreement with HCW under substantially identical terms to the previous agreement. From the effective date of the new agreement through the issuance date of this report, 187,487 ADSs were sold under the program for total gross proceeds of approximately $0.5 million.

NOTE 5 – UNDERWRITTEN PUBLIC OFFERING

In January 2021, the Company completed an underwritten public offering of 14,375,000 of its ADSs at a public offering price of $2.40 per ADS. The offering raised total gross proceeds of $34.5 million, with net proceeds of $31.4 million after deducting fees and expenses. In addition, warrants to purchase 718,750 ADSs were granted to the underwriters. These warrants are exercisable immediately, expire five years from the date of issuance and have an exercise price of $3.00 per ADS.

The warrants have been classified as shareholders’ equity, with initial recognition at fair value on the date issued. The total issuance costs initially allocated to the warrants were recorded as an offset to share premium.

The fair value of the warrants on the issuance date was approximately $1.0 million, which was recorded as issuance costs, and computed using the Black and Scholes option pricing model, based upon the then current price of an ADS, a risk-free interest rate of approximately 0.45% and an average standard deviation of approximately 73.8%.
F-10

BioLineRx Ltd.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 6 – EQUITY

As of December 31, 2020, and September 30, 2021, the Company’s share capital is composed of ordinary shares, as follows:

   
Number of ordinary shares
 
   
December 31,
   
September 30,
 
   
2020
   
2021
 
             
Authorized share capital
   
1,500,000,000
     
1,500,000,000
 
                 
Issued and paid-up share capital
   
349,169,545
     
709,121,103
 

   
In USD and NIS
 
   
December 31,
   
September 30,
 
   
2020
   
2021
 
             
Authorized share capital (in NIS)
   
150,000,000
     
150,000,000
 
                 
Issued and paid-up share capital (in NIS)
   
34,916,955
     
70,912,110
 
                 
Issued and paid-up share capital (in USD)
   
9,869,795
     
20,873,912
 

F-11

Exhibit 3
 
OPERATING AND FINANCIAL REVIEW
 
You should read the following discussion of our operating and financial condition and prospects in conjunction with the financial statements and the notes thereto included elsewhere in this 6-K, as well as in our Annual Report on Form 20-F filed on February 23, 2021, or the Annual Report.
 
Forward Looking Statements
 
The following discussion contains “forward-looking statements,” including statements regarding expectations, beliefs, intentions or strategies for the future. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms including “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would,” and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions, and are subject to risks and uncertainties. You should not put undue reliance on any forward- looking statements. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those listed below as well as those discussed in the Annual Report (particularly those in “Item 3. Key Information – Risk Factors”). Unless we are required to do so under U.S. federal securities laws or other applicable laws, we do not intend to update or revise any forward-looking statements.
 
Factors that could cause our actual results to differ materially from those expressed or implied in such forward-looking statements include, but are not limited to:
 
the initiation, timing, progress and results of our preclinical studies, clinical trials and other therapeutic candidate development efforts;
 
the impact of the COVID-19 pandemic on our operations;
 
our ability to advance our therapeutic candidates into clinical trials or to successfully complete our preclinical studies or clinical trials;
 
our receipt of regulatory approvals for our therapeutic candidates, and the timing of other regulatory filings and approvals;
 
the clinical development, commercialization and market acceptance of our therapeutic candidates;
 
our ability to establish and maintain corporate collaborations;
 
our ability to integrate new therapeutic candidates and new personnel;
 
the interpretation of the properties and characteristics of our therapeutic candidates and of the results obtained with our therapeutic candidates in preclinical studies or clinical trials;
 
the implementation of our business model and strategic plans for our business and therapeutic candidates;
 
the scope of protection we are able to establish and maintain for intellectual property rights covering our therapeutic candidates and our ability to operate our business without infringing the intellectual property rights of others;
 
estimates of our expenses, future revenues, capital requirements and our needs for and ability to access sufficient additional financing;
 
risks related to changes in healthcare laws, rules and regulations in the United States or elsewhere;
 
competitive companies, technologies and our industry; and
 
statements as to the impact of the political and security situation in Israel on our business.
 
Risk Factors
 
There are no material changes to the risk factors previously disclosed in our Annual Report on Form 20-F for the year ended December 31, 2020.

 
Overview
 
General
 
We are a late clinical-stage biopharmaceutical development company with a strategic focus on oncology. Our current development and commercialization pipeline consists of two clinical-stage therapeutic candidates – motixafortide (BL-8040), a novel peptide for the treatment of stem-cell mobilization, solid tumors, acute myeloid leukemia, or AML, and, and AGI-134, an immuno-oncology agent in development for solid tumors. In addition, we have an off-strategy, legacy therapeutic product called BL-5010 for the treatment of skin lesions. We have generated our pipeline by systematically identifying, rigorously validating and in-licensing therapeutic candidates that we believe exhibit a high probability of therapeutic and commercial success. To date, except for BL-5010, none of our therapeutic candidates have been approved for marketing or sold commercially. Our strategy includes commercializing our therapeutic candidates throughout- licensing arrangements with biotechnology and pharmaceutical companies and evaluating, on a case-by-case basis, the commercialization of our therapeutic candidates independently.
 
Main Therapeutic Candidates
 
The following is a description of our main programs:
 
Motixafortide is a novel, short peptide that functions as a high-affinity antagonist for CXCR4, which we are developing for the treatment of stem-cell mobilization, solid tumors and AML.
 
Stem cell mobilization
 
In March 2015, we reported successful top-line results from a Phase 1 safety and efficacy trial for the use of motixafortide as a novel stem cell mobilization treatment for allogeneic bone marrow transplantation at Hadassah Medical Center in Jerusalem.
 
In March 2016, we initiated a Phase 2 trial for motixafortide in allogeneic stem cell transplantation, conducted in collaboration with the Washington University School of Medicine, Division of Oncology and Hematology. In May 2018, we announced positive top-line results of this study showing, among other things, that a single injection of motixafortide mobilized sufficient amounts of CD34+ cells required for transplantation at a level of efficacy similar to that achieved by using 4-6 injections of G-CSF, the current standard of care.
 
In December 2017, we commenced a randomized, placebo-controlled Phase 3 registrational trial for motixafortide, known as the GENESIS trial, for the mobilization of hematopoietic stem cells, or HSCs, for autologous transplantation in patients with multiple myeloma. The trial began with a lead-in period for dose confirmation, which was to include 10-30 patients and then progress to the placebo-controlled main part, which was designed to include 177 patients in more than 25 centers. Following review of the positive results from treatment of the first 11 patients, the Data Monitoring Committee, or DMC, recommended that the lead-in part of the study be stopped and that we should move immediately to the second part. Additional positive results from the lead-in period were reported at the annual meeting of the European Society for Blood and Marrow Transplantation held in March 2019, where it was announced that HSCs mobilized by motixafortide in combination with G-CSF were successfully engrafted in all 11 patients.
 
In August 2020, we announced a decision to perform an interim analysis on approximately 65% of the original study sample size, primarily based on a significantly lower-than-anticipated patient-dropout rate in the study. In October 2020, we announced positive results from the interim analysis. Based on the statistically significant evidence favoring treatment with motixafortide, the study’s independent DMC issued a recommendation to us that patient enrollment may be ceased immediately, without the need to recruit all 177 patients originally planned for the study. In accordance with the DMC’s recommendation, study enrollment was complete at 122 patients. In May 2021, we announced positive top-line results from the Phase 3 trial. Based on an analysis of data on all 122 enrolled patients (the intent to treat population) we found highly statistically significant evidence across all primary and secondary endpoints favoring motixafortide in addition to G-CSF, as compared to placebo plus G-CSF (p<0.0001). The addition of motixafortide to G-CSF also allowed 88.3% of patients to undergo transplantation after only one apheresis session, compared to 10.8% in the G-CSF arm – an 8.2-fold increase. The combination was also found to be safe and well tolerated.
 
We continue to follow-up on the GENESIS study patients for relapse-free and overall survival. In addition, we continue to perform detailed analyses of the data according to the statistical analysis plan agreed-upon with the FDA, as well as certain post hoc analyses. In parallel, we are proceeding with activities in support of a New Drug Application, or NDA, submission in this indication anticipated in the first half of 2022, including a pre-NDA meeting with the FDA set for mid-December 2021.
 
In October 2021, we announced positive results from a pharmacoeconomic study evaluating the cost-effectiveness of using investigational drug motixafortide as a primary stem cell mobilization (SCM) agent on top of granulocyte colony stimulating factor (G-CSF), versus G-CSF alone, in multiple myeloma patients undergoing autologous stem-cell transplantation (ASCT). The study was performed by the Global Health Economics and Outcomes Research (HEOR) team of IQVIA, and was a pre-planned study conducted in parallel with the GENESIS Phase 3 trial. We believe these results, together with the highly significant and clinically meaningful data from the GENESIS trial, strongly support the potential use of motixafortide, on top of G-CSF, as the standard of care in SCM for autologous stem cell transplantation.
 

In November 2021, we announced acceptance of an oral presentation, as well as three poster presentations, at the 63rd American Society of Hematology (ASH) Annual Meeting & Exposition, which is taking place December 11-14. The oral presentation will describe the positive results from the GENESIS study and the three poster presentations will describe: (1) findings from a pooled analysis of the GENESIS trial demonstrating the correlation of higher numbers of stem cells infused with shorter time to engraftment; (2) findings from a correlative study of the GENESIS trial demonstrating that motixafortide plus G-CSF mobilized higher numbers of specific cells enabling broad multilineage hematopoietic reconstitution; and (3) findings from pre-clinical studies demonstrating that motixafortide affects the biology of regulatory T cells, resulting in reduction of infiltrating Treg cells into the tumors.
 
Solid tumors
 
In January 2016, we entered into a clinical collaboration with MSD (a tradename of Merck & Co., Inc., Kenilworth, New Jersey) in the field of cancer immunotherapy. Based on this collaboration, in September 2016 we initiated a Phase 2a study, known as the COMBAT/KEYNOTE-202 study, focusing on evaluating the safety and efficacy of motixafortide in combination with KEYTRUDA® (pembrolizumab), MSD’s anti-PD-1 therapy, in 37 patients with metastatic pancreatic adenocarcinoma, or PDAC. The study was an open-label, multicenter, single-arm trial designed to evaluate the clinical response, safety and tolerability of the combination of these therapies as well as multiple pharmacodynamic parameters, including the ability to improve infiltration of T-cells into the tumor and their reactivity. Top-line results showed that the dual combination demonstrated encouraging disease control and overall survival in patients with metastatic pancreatic cancer. In addition, assessment of patient biopsies supported motixafortide’s ability to induce infiltration of tumor- reactive T-cells into the tumor, while reducing the number of immune regulatory cells.
 
In July 2018, we announced the expansion of the COMBAT/KEYNOTE-202 study under the collaboration to include a triple combination arm investigating the safety, tolerability and efficacy of motixafortide, KEYTRUDA® and chemotherapy. We initiated this arm of the trial in December 2018. In December 2019, we announced that preliminary data from the study indicated that the triple combination therapy showed a high level of disease control, including seven partial responders and 10 patients with stable disease out of 22 evaluable patients. In February 2020, we completed recruiting a total of 43 patients for the study and in December 2020, we announced the final results of the study. The results of the study showed substantial improvement as compared to comparable historical results of other pancreatic cancer studies across all study endpoints. Of the 38 evaluable patients, median overall survival was 6.5 months, median progression free survival was 4.0 months, confirmed overall response rate was 13.2%, overall response rate was 21.2% and disease control rate was 63.2%. The combination was generally well tolerated, with a safety profile consistent with the individual safety profile of each component alone; adverse event and severe adverse event profiles were as expected with chemotherapy-based treatment regimens. We are currently planning next development steps for this program, including discussions with potential collaboration partners and development of a protocol for a randomized controlled study.
 
In August 2016, in the framework of an agreement with MD Anderson Cancer Center, or MD Anderson, we entered into an additional collaboration for the investigation of motixafortide in combination with KEYTRUDA in pancreatic cancer. The focus of this study, in addition to assessing clinical response, was the mechanism of action by which both drugs might synergize, as well as multiple assessments to evaluate the biological anti-tumor effects induced by the combination. We supplied motixafortide for this Phase 2b study, which commenced in January 2017. Final results from this study (based on a cut-off in July 2019 from 20 enrolled patients out of which 15 were evaluable) showed that the dual combination demonstrated clinical activity and encouraging overall survival in patients with metastatic pancreatic cancer. In addition, assessment of patient biopsies supported motixafortide’s ability to induce infiltration of tumor-reactive T-cells into the tumor.
 
In October 2020, we announced that motixafortide will be tested in combination with the anti-PD-1 cemiplimab (LIBTAYO®) and standard-of-care chemotherapy (gemcitabine and nab-paclitaxel) in first-line PDAC. This investigator-initiated Phase 2 study, led by Columbia University, will initially enroll 10-12 PDAC patients, and will be expanded to a total of 40 patients following an evaluation of the initial 10-12 patients based on pre-defined criteria. The primary endpoint of the study is the overall response rate. Secondary endpoints include safety and tolerability, progression free survival, duration of clinical benefit and overall survival. Data from the study is anticipated in 2022 (although timelines are ultimately controlled by the independent investigator and are therefore subject to change).
 
AML
 
During 2016, we completed and reported on a Phase 2a proof-of-concept trial for the treatment of relapsed or refractory acute myeloid leukemia, or r/r AML, which was conducted on 42 patients at six world-leading cancer research centers in the United States and at five premier sites in Israel. The study included both a dose-escalation and a dose-expansion phase. Results from the trial showed positive safety and response rate data for subjects treated with a combination of motixafortide and high-dose cytarabine (Ara-C), or HiDAC. At the annual meeting of the European Hematology Association, or EHA, in June 2018, we presented positive overall survival data from the long-term follow-up part of this study. In March 2021, we completed the monitoring of long-term survival data for patients in the study and are evaluating our next clinical development steps in this indication.
 
In August 2015, we conducted a double-blind, placebo-controlled, randomized, multi-center, Phase 2b trial in Germany, in collaboration with the German Study Alliance Leukemia Group, to assess the efficacy of motixafortide in addition to standard consolidation therapy (cytarabine) in AML patients who have responded to standard induction treatment and are in complete remission. During 2020, we finalized plans with our collaboration partners to conduct an interim analysis on 2/3 (N=128) of the 194 patients originally planned in the study, all of which had already completed treatment. Based on the interim analysis, the investigational arm of motixafortide combined with cytarabine did not demonstrate a statistically significant effect in the study’s primary endpoint, and therefore, the DMC recommended not to continue the study. We continue to believe in the relevance of CXCR4 as a viable target in other AML treatment lines, such as rr/AML and induction treatment, and we intend to decide on next steps in AML once we have had an opportunity to review and analyze the unblinded data, including detailed biomarker and subpopulation data, from the study.
 

COVID-19
 
During the first half of 2020, we initiated the evaluation of motixafortide as a potential therapy for COVID-19-induced inflammatory lung disorders, including acute respiratory distress syndrome, or ARDS. In this regard, substantial data is emerging regarding the involvement of neutrophils, neutrophil extracellular traps (NETs), monocytes and macrophages in the development of ARDS secondary to COVID-19 and other viral infections; as well as the key involvement of CXCR4 as a mediator of those cells in the inflamed pulmonary tissue. Based on the scientific data indicating the importance of blocking the CXCR4/CXCL12 axis during ARDS, we believe that motixafortide may be of potential benefit for patients with ARDS. Following our initial evaluation, in November 2020, we announced initiation of a Phase 1b study in patients with ARDS secondary to COVID-19 and other respiratory viral infections. The study is an investigator-initiated study, led by Wolfson Medical Center, in Israel, to evaluate motixafortide in patients hospitalized with ARDS. The primary endpoint of the study is to assess the safety of motixafortide in these patients; respiratory parameters and inflammatory biomarkers will be assessed as exploratory endpoints. Up to 25 patients will be enrolled in the study, with a preliminary analysis planned after ten patients have completed the initial treatment period. Results of the preliminary analysis are expected in 2022 (although timelines are ultimately controlled by the independent investigator and are therefore subject to change).
 
Other matters
 
In addition to the above, we are currently conducting, or planning to conduct, a number of investigator-initiated, open-label studies in a variety of indications, to support the interest of the scientific and medical communities in exploring additional uses for motixafortide. These studies serve to further elucidate the mechanism of action for motixafortide. The results of studies such as these are presented from time to time at relevant professional conferences.
 
Motixafortide has been granted three Orphan Drug Designations by the FDA: for use to mobilize HSCs from the bone marrow to peripheral blood for collection in autologous or allogeneic transplantation (granted in July 2012); for the treatment of AML (granted in September 2013); and for the treatment of pancreatic cancer (granted in February 2019). In January 2020, the European Medicines Agency, or EMA, granted Orphan Drug Designation to motixafortide for the treatment of pancreatic cancer.
 
AGI-134, a clinical therapeutic candidate in-licensed by our subsidiary, Agalimmune Ltd., is a synthetic alpha-Gal glycolipid immunotherapy in development for solid tumors. AGI-134 harnesses the body’s pre-existing, highly abundant, anti-alpha-Gal antibodies to induce a hyper-acute, systemic, specific anti-tumor response to the patient’s own tumor neo-antigens. This response not only kills the tumor cells at the site of injection, but also brings about a durable, follow-on, anti-metastatic immune response. In August 2018, we initiated a Phase 1/2a clinical study for AGI-134 that is primarily designed to evaluate the safety and tolerability of AGI-134, given both as monotherapy and in combination with an immune checkpoint inhibitor, in unresectable metastatic solid tumors. The multi-center, open-label study is currently being carried out in the UK, Israel, Spain and the United States. Initial safety results from the first part of the study were announced at the beginning of September 2019; at the end of the same month, the second part of the study was commenced. Due to clinical operating issues associated with the COVID-19 pandemic, in April 2020, enrollment to the clinical trial was temporarily suspended. In August 2020, we renewed study enrollment. Study recruitment from the second part of this study is expected to be completed by the end of this year; initial proof-of-mechanism of action efficacy results are expected in the first half of 2022.
 
Our commercialized, legacy therapeutic product, BL-5010, is a customized, proprietary pen-like applicator containing a novel, acidic, aqueous solution for the non-surgical removal of skin lesions. In December 2014, we entered into an exclusive out-licensing arrangement with Perrigo Company plc, or Perrigo, for the rights to BL-5010 for over-the-counter, or OTC, indications in Europe, Australia and additional selected countries. In March 2016, Perrigo received CE Mark approval for BL-5010 as a novel OTC treatment for the non-surgical removal of warts. The commercial launch of products for treatment of this first OTC indication (warts/verrucas) commenced in Europe in the second quarter of 2016. Since then, Perrigo has invested in improving the product and during 2019 launched an improved version of the product in several European countries. In March 2020, we agreed that Perrigo could relinquish its license rights for certain countries that had been included in its territory according to the original license agreement, and was also no longer obligated to develop, obtain regulatory approval for and commercialize products for a second OTC indication. In turn, in March 2020, we agreed with our licensor of the rights to BL-5010, Innovative Pharmaceutical Concepts (IPC) Inc., or IPC, to return to IPC those license rights no longer out-licensed to Perrigo as a result of the agreement described in the preceding sentence, in consideration of the payment to us of royalties or fees on sublicense receipts.
 

Funding
 
We have funded our operations primarily through the sale of equity securities (both in public and private offerings), funding received from the Israel Innovation Authority, or IIA, payments received under out-licensing arrangements, and interest earned on investments. We expect to continue to fund our operations over the next several years through our existing cash resources, potential future milestone and royalty payments that we may receive from our existing out-licensing agreement, potential future upfront, milestone or royalty payments that we may receive from out-licensing transactions for our other therapeutic candidates, interest earned on our investments and additional capital to be raised through public or private equity offerings or debt financings. As of September 30, 2021, we held $62.2 million of cash, cash equivalents and short-term bank deposits.
 
Recent financings
 
In September 2021 we entered into an at-the-market offering agreement, or the Offering Agreement, with H.C. Wainwright & Co., LLC, as agent, or HCW, pursuant to which we may offer and sell, from time to time, at our option, up to $25.0 million of our ADSs through an “at-the-market” equity offering program under which HCW will act as sales agent. From the effective date of the new agreement through the issuance date of this report, we sold ADSs having an aggregate offering price of approximately $0.5 million. See discussion under “Liquidity and Capital Resources” for further information

Revenues
 
Our revenues to date have been generated primarily from milestone payments under previously existing out-licensing agreements.
 
We expect our revenues, if any, for the next several years to be derived primarily from future payments under our current out-licensing agreement with Perrigo and other potential collaboration arrangements, including future royalties on product sales.
 
Research and Development
 
Our research and development expenses consist primarily of salaries and related personnel expenses, fees paid to external service providers, up-front and milestone payments under our license agreements, patent-related legal fees, costs of preclinical studies and clinical trials, drug and laboratory supplies and costs for facilities and equipment. We primarily use external service providers to manufacture our product candidates for clinical trials and for the majority of our preclinical and clinical development work. We charge all research and development expenses to operations as they are incurred. We expect our research and development expense to remain our primary expense in the near future as we continue to develop our therapeutic candidates.

 
The following table identifies our current major research and development projects:
 
Project
Status
Expected Near Term Milestones
motixafortide
1.  Phase 3 registration study in autologous stem cell mobilization (GENESIS) completed; top-line results announced May 2021 showed highly statistically significant evidence across all primary and secondary endpoints favoring motixafortide in addition to G-CSF (p<0.0001). In addition, the combination was found to be safe and well tolerated. Pharmaco-economic study showed positive results regarding the cost-effectiveness of using investigational drug motixafortide as a primary SCM agent on top of G-CSF, versus G-CSF alone, in multiple myeloma patients undergoing ASCT.

2.  Phase 2a study in pancreatic cancer (COMBAT/KEYNOTE-202) completed; full results showing improvement in all endpoints announced December 2020.

3.  Phase 2a study for relapsed or refractory AML completed.

4.  Phase 2 investigator-initiated study in first-line PDAC patients.

5.  Phase 1b study in patients with ARDS secondary to COVID-19 and other respiratory viral infections.
1.   a. Pre-NDA meeting with FDA set for mid-December 2021.

b. NDA submission in first half of 2022.

2.  Evaluation and planning of next clinical development steps, including discussions towards potential collaborations.
 
3.  Evaluation and decision regarding next clinical development steps.

4.  Data from the study is anticipated in mid-2022*
 
5.  Results of the preliminary analysis are expected in 2022*
AGI-134
 Phase 1/2a study, ongoing
Study recruitment from part 2 of study expected to be completed by end of year; initial proof-of-mechanism of action efficacy results expected in first half of 2022.
 
* These studies are investigator-initiated studies; therefore, the timelines are ultimately controlled by the independent investigators and are subject to change.
 
We expect that a large percentage of our research and development expense in the future will be incurred in support of our current and future preclinical and clinical development projects. Due to the inherently unpredictable nature of preclinical and clinical development processes, we are unable to estimate with any certainty the costs we will incur in the continued development of the therapeutic candidates in our pipeline for potential commercialization. Clinical development timelines, the probability of success and development costs can differ materially from expectations. We expect to continue to test our product candidates in preclinical studies for toxicology, safety and efficacy, and to conduct additional clinical trials for each product candidate. If we are not able to enter into an out-licensing arrangement with respect to any therapeutic candidate prior to the commencement of later stage clinical trials, we may fund the trials for the therapeutic candidate ourselves.
 
While we are currently focused on advancing each of our product development projects, our future research and development expenses will depend on the clinical success of each therapeutic candidate, as well as ongoing assessments of each therapeutic candidate’s commercial potential. In addition, we cannot forecast with any degree of certainty which therapeutic candidates may be subject to future out-licensing arrangements, when such out-licensing arrangements will be secured, if at all, and to what degree such arrangements would affect our development plans and capital requirements.
 
As we obtain results from clinical trials, we may elect to discontinue or delay clinical trials for certain therapeutic candidates or projects in order to focus our resources on more promising therapeutic candidates or projects. Completion of clinical trials by us or our licensees may take several years or more, but the length of time generally varies according to the type, complexity, novelty and intended use of a therapeutic candidate.
 
The cost of clinical trials may vary significantly over the life of a project as a result of differences arising during clinical development, including, among others:
 
the number of sites included in the clinical trials;
 

the length of time required to enroll suitable patients;
 
the number of patients that participate in the clinical trials;
 
the duration of patient follow-up;
 
whether the patients require hospitalization or can be treated on an out-patient basis;
 
the development stage of the therapeutic candidate; and
 
the efficacy and safety profile of the therapeutic candidate.
 
We expect our research and development expenses to remain our most significant cost as we continue the advancement of our clinical trials and preclinical product development projects and place significant emphasis on in-licensing new product candidates. The lengthy process of completing clinical trials and seeking regulatory approval for our product candidates requires expenditure of substantial resources. Any failure or delay in completing clinical trials, or in obtaining regulatory approvals, could cause a delay in generating product revenue and cause our research and development expenses to increase and, in turn, have a material adverse effect on our operations. Due to the factors set forth above, we are not able to estimate with any certainty when we would recognize any net cash inflows from our projects.
 
Sales and Marketing Expenses
 
Sales and marketing expenses consist primarily of compensation for employees in business development and marketing functions. Other significant sales and marketing costs include costs for marketing and communication materials, professional fees for outside market research and consulting, legal services related to partnering transactions and travel costs.
 
General and Administrative Expenses
 
General and administrative expenses consist primarily of compensation for employees in executive and operational functions, including accounting, finance, legal, investor relations, information technology and human resources. Other significant general and administration costs include facilities costs, professional fees for outside accounting and legal services, travel costs, insurance premiums and depreciation.
 
Non-Operating Expense and Income
 
Non-operating expense and income includes fair-value adjustments of liabilities on account of the warrants issued in equity financings we carried out in July 2017, February 2019, May 2020 and June 2020. These fair-value adjustments are highly influenced by our share price at each period end (revaluation date). Non-operating expense and income also includes issuance expenses of the ATM sales agreements between the Company and HCW, entered into in September 2020 and September 2021, pursuant to which the Company is entitled, to offer and sell ADSs having an aggregate offering price of up to $25.0 million, or the ATM Facility, and the pro-rata share of issuance expenses from the placements related to the warrants. Sales-based royalties and other revenue from the license agreement with Perrigo have also been included as part of non-operating income, as the out-licensed product is not an integral part of our strategy and the amounts are not material.
 
Financial Expense and Income
 
Financial expense and income consist of interest earned on our cash, cash equivalents and short-term bank deposits; interest expense related to our loan from Kreos Capital; bank fees and other transactional costs. In addition, it may also include gains/losses on foreign exchange hedging transactions, which we carry out from time to time to protect against a portion of our NIS-denominated expenses (primarily compensation) in relation to the dollar.
 
Significant Accounting Policies and Estimates
 
We describe our significant accounting policies more fully in Note 2 to our consolidated financial statements for the year ended December 31, 2020. We believe that the accounting policies below are critical for one to fully understand and evaluate our financial condition and results of operations.
 
The discussion and analysis of our financial condition and results of operations is based on our financial statements, which we prepare in accordance with IFRS. The preparation of these financial statements requires us to make estimates using assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported revenues and expenses during the reporting periods. On an ongoing basis, we evaluate such estimates, including those described in greater detail below. We base our estimates on historical experience and on various assumptions that we believe are reasonable under the circumstances, the results of which impact the carrying value of our assets and liabilities that are not readily apparent from other sources. Actual results will differ from these estimates and such differences may be significant.

 
Results of Operations
 
Revenues
 
We did not record any revenues during each of the three-month and nine-month periods ended September 30, 2021 and 2020.
 
Cost of revenues
 
We did not record any cost of revenues during each of the three-month and nine-month periods ended September 30, 2021 and 2020.
 
Operating Results Comparison between Periods
 
Revenues and cost of revenues
 
See discussion under “Results of Operations - Overview” above.
 
Research and development expenses
 
   
Three months ended September 30,
   
Nine months ended September 30,
 
   
2020
   
2021
   
Increase (decrease)
   
2020
   
2021
   
Increase (decrease)
 
   
(in thousands of U.S. dollars)
 
Research and development expenses, net
   
3,484
     
4,923
     
1,439
     
13,546
     
14,340
     
794
 

Comparison of three-month periods ending September 30, 2021 and 2020
 
Research and development expenses for the three months ended September 30, 2021 were $4.9 million, an increase of $1.4 million, or 41.3%, compared to $3.5 million for the three months ended September 30, 2020. The increase resulted primarily from an increase in expenses associated with the AGI-134 study, and a timing difference related to a tax credit in respect of AGI-134 as well as an increase in payroll and related-expenses due to a company-wide salary reduction related to the COVID-19 pandemic in the comparable 2020 period.
 
Comparison of nine-month periods ending September 30, 2021 and 2020
 
Research and development expenses for the nine months ended September 30, 2021 were $14.3 million, an increase of $0.8 million, or 5.9%, compared to $13.5 million for the nine months ended September 30, 2020. The increase resulted primarily from an increase in expenses associated with the AGI-134 study as well as an increase in payroll and related-expenses due to a company-wide salary reduction related to the COVID-19 pandemic in the comparable 2020 period, offset by lower expenses associated with the completed motixafortide GENESIS and COMBAT clinical trials.
 
Sales and marketing expenses
 
   
Three months ended September 30,
   
Nine months ended September 30,
 
   
2020
   
2021
   
Increase (decrease)
   
2020
   
2021
   
Increase (decrease)
 
   
(in thousands of U.S. dollars)
 
Sales and marketing expenses
   
309
     
247
     
(62
)
   
666
     
731
     
65
 

Comparison of three-month periods ending September 30, 2021 and 2020
 
Sales and marketing expenses for the three months ended September 30, 2021 were $0.2 million, a decrease of $0.1 million, or 20.1%, compared to $0.3 million for the three months ended September 30, 2020. The decrease resulted primarily from lower consultancy services related to motixafortide.
 
Comparison of nine-month periods ending September 30, 2021 and 2020
 
Sales and marketing expenses for the nine months ended September 30, 2021 were $0.7 million, similar to the comparable period in 2020.

 
General and administrative expenses
 
   
Three months ended September 30,
   
Nine months ended September 30,
 
   
2020
   
2021
   
Increase (decrease)
   
2020
   
2021
   
Increase (decrease)
 
   
(in thousands of U.S. dollars)
 
General and administrative expenses
   
856
     
1,047
     
191
     
2,843
     
3,108
     
265
 

Comparison of three-month periods ending September 30, 2021 and 2020
 
General and administrative expenses for the three months ended September 30, 2021 were $1.1 million, an increase of $0.2 million, or 22.3%, compared to $0.9 million for the three months ended September 30, 2020. The increase resulted primarily from an increase in directors’ and officers’ insurance.
 
Comparison of nine-month periods ending September 30, 2021 and 2020
 
General and administrative expenses for the nine months ended September 30, 2021 were $3.1 million, an increase of $0.3 million, or 9.3%, compared to $2.8 million for the nine months ended September 30, 2020. The reason for the increase is similar to the aforementioned increase in the three-month period.
 
Non-operating income (expenses), net
 
   
Three months ended September 30,
   
Nine months ended September 30,
 
   
2020
   
2021
   
Increase (decrease)
   
2020
   
2021
   
Increase (decrease)
 
   
(in thousands of U.S. dollars)
 
Non-operating income (expenses), net
   
294
     
710
     
416
     
(80
)
   
(4,068
)
   
(3,988
)

Comparison of three-month and nine-month periods ending September 30, 2021 and 2020
 
Non-operating income (expenses) for the three and nine months ended September 30, 2021 primarily relate to fair-value adjustments of warrant liabilities on our balance sheet and issuance expenses of the ATM.  Non-operating income (expenses)  for the three and nine months ended September 30, 2020 primarily relate to fair-value adjustments of warrant liabilities on our balance sheet, offset by warrant offering expenses and issuance expenses of the ATM.
 
Financial income (expenses), net
 
   
Three months ended September 30,
   
Nine months ended September 30,
 
   
2020
   
2021
   
Increase (decrease)
   
2020
   
2021
   
Increase (decrease)
 
   
(in thousands of U.S. dollars)
 
Financial income
   
39
     
52
     
13
     
214
     
299
     
85
 
Financial expenses
   
(302
)
   
(261
)
   
41
     
(1,112
)
   
(802
)
   
310
 
Net financial income (expenses)
   
(263
)
   
(209
)
   
54
     
(898
)
   
(503
)
   
395
 

Comparison of three-month periods ending September 30, 2021 and 2020
 
We recognized net financial expenses of $0.2 million for the three months ended September 30, 2021 compared to net financial expenses of $0.3 million for the three months ended September 30, 2020. Net financial expenses for both periods primarily relate to interest paid on loans, offset by investment income earned on our bank deposits.
 
Comparison of nine-month periods ending September 30, 2021 and 2020
 
We recognized net financial expenses of $0.5 million for the nine months ended September 30, 2021, compared to net financial expenses of $0.9 million for the nine months ended September 30, 2020. Net financial expenses for both periods primarily relate to interest paid on loans, offset by investment income earned on our bank deposits.

 
Liquidity and Capital Resources
 
Since inception, we have funded our operations primarily through public and private offerings of our equity securities, funding from the IIA, and payments received under our strategic licensing arrangements. As of September 30, 2021, we held $62.2 million in cash, cash equivalents and short-term bank deposits. We have invested substantially all our available cash funds in short-term bank deposits.
 
In January 2021, we sold 14,375,000 ADSs in a public offering at $2.40 per ADS, resulting in gross proceeds of $34.5 million. In connection with the offering, we paid an aggregate of $3.1 million in placement agent fees and expenses and issued placement agent warrants to purchase 718,750 ADS. The placement agent warrants are immediately exercisable at a price of $3.00 per ADS, and expire five years from the date of offering.
 
Pursuant to our prior ATM facility with HCW, during the nine months ended September 30, 2021, we sold a total of 4,745,368 ADSs for total gross proceeds of $18.5 million. In September 2021, we terminated the agreement and entered into a new $25.0 million ATM sales agreement with HCW under substantially identical terms to the previous agreement. From the effective date of the new agreement through the issuance date of this report, 187,487 ADSs were sold under the program for total gross proceeds of approximately $0.5 million. As of the issuance of this report, there is an available balance under the new facility of $24.5 million.
 
Net cash used in operating activities was $18.1 million for the nine months ended September 30, 2021, compared with net cash used in operating activities of $17.8 million for the nine months ended September 30, 2020. The $0.3 million increase in net cash used in operating activities in 2021 was primarily the result of an increase in research and development expenses.
 
Net cash used in investing activities was $42.2 million for the nine months ended September 30, 2021, compared to net cash provided by investing activities of $8.1 million for the nine months ended September 30, 2020. The changes in cash flows from investing activities relate primarily to investments in, and maturities of, short-term bank deposits.
 
Net cash provided by financing activities was $57.6 million for the nine months ended September 30, 2021, compared to net cash provided by financing activities of $10.9 million for the nine months ended September 30, 2020. The cash flows in 2021 primarily reflect the underwritten public offering of our ADSs in January 2021, warrant exercises, and net proceeds from the ATM facility, offset by repayments of the loan from Kreos Capital. The cash flows in 2020 primarily reflect two registered direct offerings to institutional investors, net proceeds from the ATM facility and repayments of the loan from Kreos Capital.
 
Developing drugs, conducting clinical trials and commercializing products is expensive and we will need to raise substantial additional funds to achieve our strategic objectives. Although we believe our existing cash and other resources will be sufficient to fund our current projected cash requirements into the first half of 2024, we will require additional financing in the future to fund our operations. Additional financing may not be available on acceptable terms, if at all. Our future capital requirements will depend on many factors, including:
 
the progress and costs of our preclinical studies, clinical trials and other research and development activities;
 
the impact of COVID-19 on our operations;
 
the scope, prioritization and number of our clinical trials and other research and development programs;
 
the amount of revenues we receive under our collaboration or licensing arrangements;
 
the costs of the development and expansion of our operational infrastructure;
 
the costs and timing of obtaining regulatory approval of our therapeutic candidates;
 
the ability of our collaborators to achieve development milestones, marketing approval and other events or developments under our collaboration agreements;
 
the costs of filing, prosecuting, enforcing and defending patent claims and other intellectual property rights;
 
the costs and timing of securing manufacturing arrangements for clinical or commercial production;
 
the costs of establishing sales and marketing capabilities or contracting with third parties to provide these capabilities for us;
 
the costs of acquiring or undertaking development and commercialization efforts for any future product candidates;
 
the magnitude of our general and administrative expenses;
 
interest and principal payments on the loan from Kreos Capital;
 

any cost that we may incur under current and future licensing arrangements relating to our therapeutic candidates;
 
market conditions; and
 
payments to the IIA.
 
Until we can generate significant continuing revenues, we expect to satisfy our future cash needs through payments received under our collaborations, debt or equity financings, or by out- licensing other product candidates. We cannot be certain that additional funding will be available to us on acceptable terms, or at all.
 
If funds are not available, we may be required to delay, reduce the scope of, or eliminate one or more of our research or development programs or our commercialization efforts.
 
Off-Balance Sheet Arrangements
 
Since inception, we have not entered into any transactions with unconsolidated entities whereby we have financial guarantees, subordinated retained interests, derivative instruments or other contingent arrangements that expose us to material continuing risks, contingent liabilities, or any other obligations under a variable interest in an unconsolidated entity that provides us with financing, liquidity, market risk or credit risk support.

 
Share and per-share information in ADSs
 
Presented below, for the convenience of the reader, is share and per-share information in ADSs (each ADS represents 15 ordinary shares).
 
   
Three months ended September 30,
   
Nine months ended September 30,
 
   
2020
   
2021
   
2020
   
2021
 
   
(in U.S. dollars)
 
Loss per ADS – basic and diluted
   
(0.23
)
   
(0.12
)
   
(1.17
)
   
(0.53
)

   
December 31, 2020
   
September 30, 2021
 
   
(in number of ADSs)
 
Authorized share capital
   
100,000,000
     
100,000,000
 
                 
Issued and paid-up capital
   
23,277,970
     
47,274,740