UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
|
|
|
FORM
(Amendment No. 1)
|
|
|
(Mark One)
OR
For the fiscal year ended December 31 , 2025
OR
OR
Date of event requiring this shell company report
For the transition period from __________ to __________
Commission file number 001-35223
(Exact name of Registrant as specified in its charter)
Translation of Registrant’s name into English
|
|
|
|
|
(Jurisdiction of incorporation or organization)
|
|
(Address of principal executive offices)
|
+
+
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
|
Title of each class
|
|
Name of each exchange on which registered
|
|
American Depositary Shares, each representing 600 ordinary shares, par value NIS 0.10 per share
|
|
Nasdaq Capital Market
|
|
|
|
|
|
Ordinary shares, par value NIS 0.10 per share
|
|
Nasdaq Capital Market*
|
*Not for trading; only in connection with the registration of American Depositary Shares.
Securities registered or to be registered pursuant to Section 12(g) of the Act.
None
(Title of Class)
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None
(Title of Class)
(Title of Class)
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of March 8, 2026: 2,610,814,390 ordinary shares
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐ No ☒
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes ☐ No ☒
Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
|
Large accelerated filer ☐
|
Accelerated filer ☐
|
|
Emerging growth company
|
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
|
U.S. GAAP ☐
|
|
Other ☐
|
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. N/A
Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
BioLineRx Ltd.
Form 20-F/A
(Amendment No. 1)
For the Fiscal Year Ended December 31, 2025
Form 20-F/A
(Amendment No. 1)
For the Fiscal Year Ended December 31, 2025
EXPLANATORY NOTE
This Amendment No. 1 to Form 20-F (this “Amendment”) amends the annual report on Form 20-F of BioLineRx Ltd. for the year ended December 31, 2025, which was filed with the U.S. Securities and Exchange Commission on March 23, 2026 (the “Original Report”). This Amendment is being filed solely to revise the consent of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited (“PwC”) included in Exhibit 15.1 of the Original Report. The consent included in the Original Report referenced the incorrect date of the report of PwC. A new consent of PwC is being filed as an exhibit hereto.
As required by Rule 12b-15 under the Exchange Act, as amended, new certifications by our principal executive officer and principal financial officer are being filed as Exhibits 12.1, 12.2, 13.1 and 13.2 to this Amendment.
This Amendment does not reflect events occurring after the filing of the Original Report and does not modify or update the disclosure therein in any way except as described above or herein. No other changes have been made to the Original Report. The filing of this Amendment should not be understood to mean that any statements contained in the Original Report, as amended by this Amendment, are true or complete as of any date subsequent to the original filing date of the Original Report.
ITEM 19. EXHIBITS
|
Exhibit
Number
|
Exhibit Description
|
|
| 1.1(25) | ||
| 2.2(25) | ||
| 13.1* | ||
| 13.2* | ||
|
101(25)
|
The following financial information from BioLineRx Ltd.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2025 formatted in Inline XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Financial Position at December 31, 2025 and 2024; (ii) Consolidated Statements of Comprehensive Loss for the years ended December 31, 2025, 2024 and 2023; (iii) Statements of Changes in Equity for the years ended December 31, 2025, 2024 and 2023; (iv) Consolidated Cash Flow Statements for the years ended December 31, 2025, 2024 and 2023; and (v) Notes to the Consolidated Financial Statements.
|
|
*
|
Filed herewith.
|
|
†
|
Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request.
|
|
(1)
|
Incorporated by reference to the Registrant’s Annual Report on Form 20-F filed on February 23, 2021.
|
|
(2)
|
Incorporated by reference to Exhibit 1 of the Registration Statement on Form F-6EF (No. 333-218969) filed by the Bank of New York Mellon on June 26, 2017 with respect to the Registrant’s American Depositary Shares.
|
|
(3)
|
Incorporated by reference to the Registrant’s Annual Report on Form 20-F filed on March 23, 2017.
|
|
(4)
|
Incorporated by reference to the Registrant’s Registration Statement on Form 20-F (No. 001-35223) filed on July 1, 2011.
|
|
(5)
|
Incorporated by reference to the Registrant’s Annual Report on Form 20-F filed on March 10, 2016.
|
|
(6)
|
Incorporated by reference to the Registrant’s Annual Report on Form 20-F/A filed on May 31, 2016.
|
|
(7)
|
Incorporated by reference to the Registrant’s Form 6-K filed on October 3, 2018.
|
|
(8)
|
Incorporated by reference to the Registrant’s Form 6-K filed on May 23, 2025.
|
|
(9)
|
Incorporated by reference to the Registrant’s Annual Report on Form 20-F filed on March 12, 2020.
|
|
(10)
|
Incorporated by reference to the Registrant’s Annual Report on Form 20-F filed on March 23, 2015.
|
|
(11)
|
Incorporated by reference to the Registrant’s Annual Report on Form 20-F/A filed on September 22, 2015.
|
|
(12)
|
Incorporated by reference to the Registrant’s Form 6-K filed on February 7, 2019.
|
|
(13)
|
Incorporated by reference to the Registrant’s Form 6-K filed on January 21, 2021.
|
|
(14)
|
Incorporated by reference to the Registrant’s Form 6-K filed on September 3, 2021.
|
|
(15)
|
Incorporated by reference to the Registrant’s Form 6-K filed on September 15, 2022.
|
|
(16)
|
Incorporated by reference to the Registrant’s Form 6-K filed on September 21, 2022.
|
|
(17)
|
Incorporated by reference to the Registrant’s Annual Report on Form 20-F filed on March 16, 2022.
|
|
(18)
|
Incorporated by reference to the Registrant’s Form 6-K filed on August 30, 2023.
|
|
(19)
|
Incorporated by reference to the Registrant’s Annual Report on Form 20-F filed on March 26, 2024.
|
|
(20)
|
Incorporated by reference to the Registrant’s Form 6-K filed on April 1, 2024.
|
|
(21)
|
Incorporated by reference to the Registrant’s Form 6-K filed on November 21, 2024.
|
|
(22)
|
Incorporated by reference to the Registrant’s Form 20-F filed on March 31, 2025.
|
|
(23)
|
Incorporated by reference to the Registrant’s Form 6-K filed on January 7, 2025.
|
|
(24)
|
Incorporated by reference to the Registrant’s Form 6-K filed on September 29, 2025.
|
| (25) |
Incorporate by reference to the Registrant’s Annual Report on Form 20-F filed on March 23, 2026.
|
SIGNATURES
The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
|
|
BIOLINERX LTD.
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Philip A. Serlin
|
|
|
|
|
Philip A. Serlin
|
|
|
|
|
Chief Executive Officer
|
|
Date: March 27, 2026
Exhibit 12.1
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER UNDER SECTION 302 OF
THE SARBANES-OXLEY ACT
I, Philip A. Serlin, certify that:
|
|
1.
|
I have reviewed this annual report on Form 20-F/A of BioLineRx Ltd.;
|
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the company as of, and for, the periods presented in this report;
|
|
|
4.
|
The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
|
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the
company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
|
c)
|
Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures,
as of the end of the period covered by this report based on such evaluation; and
|
|
|
d)
|
Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is
reasonably likely to materially affect, the company’s internal control over financial reporting; and
|
|
|
5.
|
The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s
board of directors (or persons performing the equivalent functions):
|
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s
ability to record, process, summarize and report financial information; and
|
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
|
Date: March 27, 2026
/s/ Philip A. Serlin
Philip A. Serlin
Chief Executive Officer
Exhibit 12.2
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER UNDER SECTION 302 OF
THE SARBANES-OXLEY ACT
I, Mali Zeevi, certify that:
|
|
1.
|
I have reviewed this annual report on Form 20-F/A of BioLineRx Ltd.;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the company as of, and for, the periods presented in this report;
|
|
4.
|
The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the
company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures,
as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is
reasonably likely to materially affect, the company’s internal control over financial reporting; and
|
|
5.
|
The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit
committee of the company’s board of directors (or persons performing the equivalent functions):
|
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s
ability to record, process, summarize and report financial information; and
|
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
|
Date: March 27, 2026
/s/ Mali Zeevi
Mali Zeevi
Chief Financial Officer
Exhibit 13.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER UNDER SECTION 906 OF
THE SARBANES-OXLEY ACT
Pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of BioLineRx Ltd. (the “Company”) hereby certifies to such
officer’s knowledge that:
|
(i)
|
the accompanying Annual Report on Form 20-F/A of the Company for the year ended December 31, 2025 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as
applicable, of the Securities Exchange Act of 1934, as amended; and
|
|
(ii)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: March 27, 2026
/s/ Philip A. Serlin
Philip A. Serlin
Chief Executive Officer
The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. Section 1350, and is not being filed for the purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, and is not to be incorporated by reference to any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Exhibit 13.2
CERTIFICATION OF CHIEF EXECUTIVE OFFICER UNDER SECTION 906 OF
THE SARBANES-OXLEY ACT
Pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of BioLineRx Ltd. (the “Company”) hereby certifies to such
officer’s knowledge that:
|
(i)
|
the accompanying Annual Report on Form 20-F/A of the Company for the year ended December 31, 2025 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as
applicable, of the Securities Exchange Act of 1934, as amended; and
|
|
(ii)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: March 27, 2026
/s/ Mali Zeevi
Mali Zeevi
Chief Financial Officer
The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. Section 1350, and is not being filed for the purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, and is not to be incorporated by reference to any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Exhibit 15.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-176419, 333-183976, 333-201326, 333-208865, 333-269334,333-276325, 333-284059 and
333-292922) and Form F-3 (Nos. 333-229021 and 333-276323) of BioLineRx Ltd. of our report dated March 23, 2026 relating to the financial statements, which appears in this Form 20-F/A.
|
/s/ Kesselman & Kesselman
|
Tel-Aviv, Israel
|
|
Certified Public Accountants (Isr.)
|
March 27, 2026
|
|
A member firm of PricewaterhouseCoopers
International Limited
|