On August 28, 2026 BioLineRx Ltd. (NASDAQ: BLRX) (TASE: BLRX) ("BioLineRx" or the "Company"), a clinical-stage biopharmaceutical company pursuing life-changing therapies in oncology and rare diseases, reported that it has entered into a definitive agreement for the purchase of an aggregate of 1,348,921 of the Company’s American Depositary Shares (ADSs) (or ADS equivalents) at a purchase price of $2.78 per ADS (or per ADS equivalent) through a registered direct offering. In addition, the Company has agreed to issue accompanying warrants to purchase up to an aggregate of 2,023,382 ADSs, at a purchase price of $2.78 per ADS (or per ADS equivalent) via a concurrent private placement. The warrants will have an exercise price of $2.78 per ADS and will expire five years from the issuance date. Each ADS represents six hundred (600) ordinary shares, par value NIS 0.10 per share, of BioLineRx. The closing of the offering is expected to occur on or about August 31, 2026, subject to the satisfaction of customary closing conditions.

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Chardan is acting as the exclusive placement agent for the offering.

The aggregate gross proceeds to the Company from the offering are expected to be $3.75 million, before deducting the placement agent fees and other offering expenses payable by the Company. The Company currently intends to use the net proceeds from the offering for research and development activities and working capital and general corporate purposes.

The ADSs (or ADS equivalents) offered in the registered direct offering (but excluding the securities offered in the private placement and the ADSs underlying the warrants) are being offered pursuant to a "shelf" registration statement (File No. 333-276323) filed with the Securities and Exchange Commission ("SEC") on December 29, 2023 and declared effective on January 5, 2024. The offering of the ADSs (or ADS equivalents) to be issued in the registered direct offering is being made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and the accompanying prospectus relating to the registered direct offering will be filed with the SEC and be available at the SEC’s website at www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying prospectus relating to the securities being offered may also be obtained, when available, by contacting Chardan at One Pennsylvania Plaza, Suite 4800, New York, NY 10119, by telephone at (646) 465-9065 or e-mail at [email protected].

The securities issued in the private placement and the unregistered warrants described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Act"), and Regulation D promulgated thereunder and, along with the ADSs underlying the warrants, have not been registered under the Act, or applicable state securities laws. Accordingly, the unregistered ADSs, the warrants and underlying ADSs may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Act and such applicable state securities laws.

Warrant Amendment

In connection with the offering, on August 27, 2026, the Company entered into a warrant amendment (the "Warrant Amendment") pursuant to which the Company agreed to amend certain outstanding ordinary warrants to purchase 277,273 ADSs previously issued and held by the investor in the offering. Effective as of the closing of the Offering, the amended warrants (the "Amended Warrants") will have (i) a reduced exercise price of $2.78 per ADS, and (ii) an extended expiration date until August 31, 2031.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction

(Press release, BioLineRx, AUG 28, 2026, View Source [SID1234670414])