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F-2 | ||
F-3 | ||
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F-6 - F-12 |
December 31, | June 30, | |||||||
2022 | 2023 | |||||||
in USD thousands | ||||||||
Assets | ||||||||
CURRENT ASSETS | ||||||||
Cash and cash equivalents | 10,587 | 10,104 | ||||||
Short-term bank deposits | 40,495 | 22,711 | ||||||
Prepaid expenses | 198 | 1,749 | ||||||
Other receivables | 721 | 128 | ||||||
Total current assets | 52,001 | 34,692 | ||||||
NON-CURRENT ASSETS | ||||||||
Property and equipment, net | 726 | 648 | ||||||
Right-of-use assets, net | 1,772 | 1,583 | ||||||
Intangible assets, net | 21,885 | 22,013 | ||||||
Total non-current assets | 24,383 | 24,244 | ||||||
Total assets | 76,384 | 58,936 | ||||||
Liabilities and equity | ||||||||
CURRENT LIABILITIES | ||||||||
Current maturities of long-term loan | 1,542 | 3,078 | ||||||
Accounts payable and accruals: | ||||||||
Trade | 6,966 | 6,733 | ||||||
Other | 1,744 | 2,260 | ||||||
Current maturities of lease liabilities | 427 | 375 | ||||||
Total current liabilities | 10,679 | 12,446 | ||||||
NON-CURRENT LIABILITIES | ||||||||
Warrants | 4,509 | 15,352 | ||||||
Long-term loan, net of current maturities | 8,626 | 8,495 | ||||||
Lease liabilities | 1,729 | 1,589 | ||||||
Total non-current liabilities | 14,864 | 25,436 | ||||||
Total liabilities | 25,543 | 37,882 | ||||||
EQUITY | ||||||||
Ordinary shares | 27,100 | 27,100 | ||||||
Share premium | 338,976 | 339,045 | ||||||
Warrants | 1,408 | 1,408 | ||||||
Capital reserve | 14,765 | 15,616 | ||||||
Other comprehensive loss | (1,416 | ) | (1,416 | ) | ||||
Accumulated deficit | (329,992 | ) | (360,699 | ) | ||||
Total equity | 50,841 | 21,054 | ||||||
Total liabilities and equity | 76,384 | 58,936 |
F - 1
Three months ended June 30, | Six months ended June 30, | |||||||||||||||
2022 | 2023 | 2022 | 2023 | |||||||||||||
in USD thousands | in USD thousands | |||||||||||||||
RESEARCH AND DEVELOPMENT EXPENSES | (5,395 | ) | (3,006 | ) | (9,830 | ) | (6,690 | ) | ||||||||
SALES AND MARKETING EXPENSES | (1,158 | ) | (5,604 | ) | (1,795 | ) | (9,478 | ) | ||||||||
GENERAL AND ADMINISTRATIVE EXPENSES | (1,049 | ) | (1,305 | ) | (2,056 | ) | (2,603 | ) | ||||||||
OPERATING LOSS | (7,602 | ) | (9,915 | ) | (13,681 | ) | (18,771 | ) | ||||||||
NON-OPERATING INCOME (EXPENSES), NET | 458 | (7,733 | ) | 1,726 | (10,649 | ) | ||||||||||
FINANCIAL INCOME | 80 | 440 | 147 | 977 | ||||||||||||
FINANCIAL EXPENSES | (379 | ) | (1,337 | ) | (565 | ) | (2,264 | ) | ||||||||
NET LOSS AND COMPREHENSIVE LOSS | (7,443 | ) | (18,545 | ) | (12,373 | ) | (30,707 | ) |
in USD | in USD | |||||||||||||||
LOSS PER ORDINARY SHARE - BASIC AND DILUTED | (0.01 | ) | (0.02 | ) | (0.02 | ) | (0.03 | ) | ||||||||
WEIGHTED AVERAGE NUMBER OF SHARES USED IN CALCULATION OF LOSS PER ORDINARY SHARE | 715,365,554 | 922,958,942 | 715,260,781 | 922,958,942 |
F - 2
Ordinary | Share | Capital | Other comprehensive | Accumulated | ||||||||||||||||||||||||
shares | premium | Warrants | reserve | loss | deficit | Total | ||||||||||||||||||||||
in USD thousands | ||||||||||||||||||||||||||||
BALANCE AT JANUARY 1, 2022 | 21,066 | 339,346 | 975 | 13,157 | (1,416 | ) | (305,041 | ) | 68,087 | |||||||||||||||||||
CHANGES FOR SIX MONTHS ENDED JUNE 30, 2022: | ||||||||||||||||||||||||||||
Issuance of share capital, net | 89 | 177 | - | - | - | - | 266 | |||||||||||||||||||||
Employee stock options exercised | 2 | 12 | - | (12 | ) | - | - | 2 | ||||||||||||||||||||
Employee stock options expired | - | 135 | - | (135 | ) | - | - | - | ||||||||||||||||||||
Share-based compensation | - | - | - | 586 | - | - | 586 | |||||||||||||||||||||
Comprehensive loss for the period | - | - | - | - | - | (12,373 | ) | (12,373 | ) | |||||||||||||||||||
BALANCE AT JUNE 30, 2022 | 21,157 | 339,670 | 975 | 13,596 | (1,416 | ) | (317,414 | ) | 56,568 |
Ordinary | Share | Capital | Other comprehensive | Accumulated | ||||||||||||||||||||||||
shares | premium | Warrants | reserve | loss | deficit | Total | ||||||||||||||||||||||
in USD thousands | ||||||||||||||||||||||||||||
BALANCE AT JANUARY 1, 2023 | 27,100 | 338,976 | 1,408 | 14,765 | (1,416 | ) | (329,992 | ) | 50,841 | |||||||||||||||||||
CHANGES FOR SIX MONTHS ENDED JUNE 30, 2023: | ||||||||||||||||||||||||||||
Employee stock options expired | - | 69 | - | (69 | ) | - | - | - | ||||||||||||||||||||
Share-based compensation | - | - | - | 920 | - | - | 920 | |||||||||||||||||||||
Comprehensive loss for the period | - | - | - | - | - | (30,707 | ) | (30,707 | ) | |||||||||||||||||||
BALANCE AT JUNE 30, 2023 | 27,100 | 339,045 | 1,408 | 15,616 | (1,416 | ) | (360,699 | ) | 21,054 |
F - 3
Six months ended June 30, | ||||||||
2022 | 2023 | |||||||
in USD thousands | ||||||||
CASH FLOWS - OPERATING ACTIVITIES | ||||||||
Net loss for the period | (12,373 | ) | (30,707 | ) | ||||
Adjustments required to reflect net cash used in operating activities (see appendix below) | 498 | 13,009 | ||||||
Net cash used in operating activities | (11,875 | ) | (17,698 | ) | ||||
CASH FLOWS – INVESTING ACTIVITIES | ||||||||
Investments in short-term deposits | (9,000 | ) | (6,006 | ) | ||||
Maturities of short-term deposits | 24,141 | 24,000 | ||||||
Purchase of property and equipment | (62 | ) | (99 | ) | ||||
Purchase of intangible assets | - | (153 | ) | |||||
Net cash provided by investing activities | 15,079 | 17,742 | ||||||
CASH FLOWS – FINANCING ACTIVITIES | ||||||||
Issuance of share capital and warrants, net of issuance costs | 266 | - | ||||||
Employee stock options exercised | 2 | - | ||||||
Repayments of loan | (1,812 | ) | - | |||||
Repayments of lease liabilities | (88 | ) | (183 | ) | ||||
Net cash used in financing activities | (1,632 | ) | (183 | ) | ||||
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 1,572 | (139 | ) | |||||
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD | 12,990 | 10,587 | ||||||
EXCHANGE DIFFERENCES ON CASH AND CASH EQUIVALENTS | (562 | ) | (344 | ) | ||||
CASH AND CASH EQUIVALENTS - END OF PERIOD | 14,000 | 10,104 |
F - 4
Six months ended June 30, | ||||||||
2022 | 2023 | |||||||
in USD thousands | ||||||||
Adjustments required to reflect net cash used in operating activities: | ||||||||
Income and expenses not involving cash flows: | ||||||||
Depreciation and amortization | 314 | 457 | ||||||
Exchange differences on cash and cash equivalents | 562 | 344 | ||||||
Fair value adjustments of warrants | (1,673 | ) | 10,843 | |||||
Share-based compensation | 586 | 920 | ||||||
Interest and exchange differences on short-term deposits | (142 | ) | (210 | ) | ||||
Interest on loan | 68 | 1,405 | ||||||
Exchange differences on lease liability | (205 | ) | (75 | ) | ||||
(490 | ) | 13,684 | ||||||
Changes in operating asset and liability items: | ||||||||
Increase in prepaid expenses and other receivables | (688 | ) | (958 | ) | ||||
Increase in accounts payable and accruals | 1,676 | 283 | ||||||
988 | (675 | ) | ||||||
498 | 13,009 | |||||||
Supplemental information on interest received in cash | 146 | 761 | ||||||
Supplemental information on interest paid in cash | 217 | 640 | ||||||
Supplemental information on non-cash transactions: | ||||||||
Acquisition of right-of-use asset | - | 66 |
F - 5
a. | General |
b. | Going concern |
F - 6
BioLineRx Ltd.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 – GENERAL INFORMATION (cont.)
b. | Going concern (cont.) |
Management’s plans include the independent commercialization of the Company’s product and, if and when required, raising capital through the issuance of debt or equity securities, or capital inflows from strategic partnerships. There are no assurances, however, that the Company will be successful in obtaining the level of financing needed for its operations. If the Company is unsuccessful in commercializing its products and/or raising capital, it may need to reduce activities, or curtail or cease operations. |
c. | Approval of financial statements The condensed consolidated interim financial statements of the Company as of June 30, 2023, and for the three and six months then ended, were approved by the Board of Directors on August 22, 2023, and signed on its behalf by the Chairman of the Board, the Chief Executive Officer, and the Chief Financial Officer. |
F - 7
BioLineRx Ltd.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)
Each tranche carries a pre-defined interest-only payment period, followed by a loan principal amortization period of up to 36 months subsequent to the interest-only period. The interest-only periods are subject to possible extension based on certain pre-defined milestones. Borrowings under the financing will bear interest at a fixed annual rate of 9.5% (~11.0%, including associated cash fees). As security for the loan, Kreos Capital received a first-priority secured interest in all Company assets, including intellectual property, and the Company undertook to maintain a minimum cash balance. In addition, Kreos Capital will be entitled to mid-to-high single-digit royalties on motixafortide sales, up to a pre-defined cap.
The loan's current value includes the accrual of effective interest, including estimated future royalties.
F - 8
BioLineRx Ltd.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)
The fair value of the warrants is computed using the Black-Scholes option pricing model and is determined by using a level 3 valuation technique. The fair value of the warrants upon issuance was computed based on the then-current price of an ADS, a risk-free interest rate of 3.62%, and an average standard deviation of 82.5%. The gross consideration initially allocated to the investor warrants amounted to $9.1 million, with total issuance costs initially allocated to the warrants amounting to $0.8 million.
The fair value of the warrants amounted to $15,345,000 as of June 30, 2023, ($4,502,000 as of December 31, 2022) and was based on the then current price of an ADS, a risk-free interest rate of 4.3%, (4.1% as of December 31, 2022), an average standard deviation of 84.1%, (85.5% as of December 31, 2022), and on the remaining contractual life of the warrants.
The changes in fair value from December 31, 2022 through June 30, 2023 of $10,843,000 have been recorded as non-operating expenses in the statement of comprehensive loss.
As of June 30, 2023, none of these warrants had been exercised.
The placement agent warrants have been classified in shareholders’ equity, with initial recognition at fair value on the date issued, using the same assumptions as the investor warrants.
F - 9
BioLineRx Ltd.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)
Number of ordinary shares | ||||||||
December 31, | June 30, | |||||||
2022 | 2023 | |||||||
Authorized share capital | 2,500,000,000 | 2,500,000,000 | ||||||
Issued and paid-up share capital | 922,958,942 | 922,958,942 |
In USD and NIS | ||||||||
December 31, | June 30, | |||||||
2022 | 2023 | |||||||
Authorized share capital (in NIS) | 250,000,000 | 250,000,000 | ||||||
Issued and paid-up share capital (in NIS) | 92,295,894 | 92,295,894 | ||||||
Issued and paid-up share capital (in USD) | 27,100,201 | 27,100,201 |
F - 10
BioLineRx Ltd.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)
F - 11
BioLineRx Ltd.
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)