BLRX.NASDAQBiolinerx LTD

SCHEDULE 13G: Intracoastal Capital Group Discloses 4.99% Passive Stake in BioLineRx Ltd.

Sentiment:

Beneficial Ownership Disclosure


A group comprising Mitchell P. Kopin, Daniel B. Asher, and Intracoastal Capital LLC has disclosed a 4.99% passive beneficial ownership stake in BioLineRx Ltd. as of January 10, 2025, following a recent Securities Purchase Agreement.

Capital raiseThe filing references a Securities Purchase Agreement (SPA) executed on January 6, 2025, between BioLineRx Ltd. and Intracoastal Capital LLC.Under the SPA, 163,500,000 Ordinary Shares were to be issued to Intracoastal at the closing of the transaction.Two warrants were also to be issued to Intracoastal: Intracoastal Warrant 1 (initially for 1,050,538 Ordinary Shares, with 24,000,000 shares issued upon its exercise by January 10, 2025) and Intracoastal Warrant 2 (for 187,500,000 Ordinary Shares).As of January 10, 2025, 514,981,830 Ordinary Shares in aggregate were issued at the closing of the transaction contemplated by the SPA.

Summary

  • Mitchell P. Kopin, Daniel B. Asher, and Intracoastal Capital LLC (collectively, the 'Reporting Persons') have filed a Schedule 13G disclosing their beneficial ownership in BioLineRx Ltd. (NASDAQ: BLRX).
  • As of January 10, 2025, the Reporting Persons collectively beneficially own 102,236,115 Ordinary Shares of BioLineRx Ltd., representing 4.99% of the outstanding class.
  • This ownership includes 75,000,000 Ordinary Shares held directly by Intracoastal Capital LLC and 27,236,115 Ordinary Shares issuable upon exercise of Intracoastal Warrant 2.
  • The beneficial ownership percentage is capped at 4.99% due to blocker provisions in the warrants, which prevent exercise if it would result in beneficial ownership exceeding this threshold.
  • Immediately following the Securities Purchase Agreement (SPA) on January 6, 2025, the Reporting Persons were deemed to have beneficial ownership of approximately 9.99% (164,550,538 Ordinary Shares), which included shares to be issued and shares from Intracoastal Warrant 1.
  • Without the blocker provisions, the Reporting Persons could have been deemed to beneficially own up to 262,500,000 Ordinary Shares as of January 10, 2025, and 375,000,000 Ordinary Shares immediately after the SPA.
  • The filing certifies that the securities were not acquired or held for the purpose of changing or influencing control of the issuer, except for activities solely in connection with a nomination under Rule 14a-11.

Sentiment

Score: 5

Explanation: This is a factual disclosure of beneficial ownership, which is neutral in sentiment. While the acquisition of a stake by an investment firm can be interpreted positively by some, the document itself does not convey a specific positive or negative tone regarding the company's performance or outlook.

Risks

  • The beneficial ownership percentage of the Reporting Persons is limited by blocker provisions in the warrants, preventing them from exceeding 4.99% (or 9.99% for Warrant 1 initially) ownership, which could limit their ability to increase their stake without further disclosures or agreements.

Future Outlook

NA

Management Comments

  • The Reporting Persons certify that the securities were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of BioLineRx Ltd., nor in connection with any transaction having that purpose or effect, other than activities solely in connection with a nomination under Rule 14a-11.

Industry Context

NA

Related Party Transactions

  • The filing details a Securities Purchase Agreement (SPA) between BioLineRx Ltd. and Intracoastal Capital LLC, which is now a significant shareholder group.

Stakeholder Impact

  • Shareholders: The disclosure of a new significant passive investor group could influence market perception and potentially provide a degree of stability or interest in the stock.
  • Company Management: Awareness of a significant passive stake held by an investment group may influence strategic decisions, although the filing explicitly states no intent to influence control.

Key Dates

DateDescription
January 6, 2025Date of event requiring filing of this statement; execution of the Securities Purchase Agreement (SPA) with BioLineRx Ltd.
January 10, 2025Date as of which beneficial ownership is reported and the filing date of the Schedule 13G.

Keywords

BioLineRx Ltd., Intracoastal Capital LLC, Mitchell P. Kopin, Daniel B. Asher, Schedule 13G, Beneficial Ownership, SEC Filing, Ordinary Shares, Warrants, Passive Investment

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