BioLineRx Ltd. - 1498403

BioLineRx Ltd. - 1498403 - 2026

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

(Amendment No. 1)

(Mark One)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) of the Securities Exchange Act of 1934

Date of event requiring this shell company report

For the transition period from __________ to __________

Commission file number 001-35223

BioLineRx Ltd.

(Exact name of Registrant as specified in its charter)

Translation of Registrant’s name into English

Israel		2 HaMa’ayan Street Modi’in 7177871, Israel
(Jurisdiction of incorporation or organization)		(Address of principal executive offices)

Philip A. Serlin
+972 (8) 642-9100
+972 (8) 642-9101 (facsimile)
phils@biolinerx.com
2 HaMa’ayan Street
Modi’in 7177871, Israel

(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)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None
(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.

Yes ☒ No ☐

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).

Yes ☒ No ☐

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 ☐

Non-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 ☐

International Financial Reporting Standards as issued by the International Accounting Standards Board ☒

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

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)		Articles of Association, as amended June 2025
2.2(25)		Description of Securities Registered under Section 12
2.3(2)		Deposit Agreement dated as of July 21, 2011 among the Registrant, The Bank of New York Mellon, as Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder
2.4(2)		Form of American Depositary Receipt; the Form is Exhibit A of the deposit agreement which is Exhibit 2.2 above.
4.1(3)		Employment Agreement with Philip Serlin, dated May 24, 2009
4.2(1)		Amendment to Employment Agreement between BioLineRx Ltd. and Philip Serlin, dated September 24, 2020
4.3(3)		Employment Agreement with Mali Zeevi, dated September 16, 2009
4.4(1)		Amendment to Employment Agreement between BioLineRx Ltd and Mali Zeevi, dated September 24, 2020
4.5(2)		Employment Agreement with Ella Sorani, dated January 11, 2017
4.6(1)		Amendment to Employment Agreement between BioLineRx Ltd and Ella Sorani, dated September 24, 2020
4.7†(4)		License Agreement entered into as of November 25, 2007 between BioLine Innovations Jerusalem L.P. and Innovative Pharmaceutical Concepts, Inc.
4.8(5)		BioLineRx Ltd. Amended and Restated 2003 Share Incentive Plan
4.9(6)		License Agreement entered into as of September 2, 2012 by and between the Registrant and Biokine Therapeutics Ltd.
4.10(7)†		Amendment Agreement entered into as of October 2, 2018 by and between the Registrant and Biokine Therapeutics Ltd.
4.11(7)		Warrant issued to Kreos Capital V dated October 2, 2018
4.12(8)		Compensation Policy for Executives and directors, as amended
4.13(10)		Lease Agreement entered into as of August 7, 2014 between S.M.L. Solomon Industrial Buildings Ltd. and Infrastructure Management and Development Established by C.P.M. Ltd. as Lessor and the Registrant as Lessee, as amended (English summary of the Hebrew original)
4.14(11)†		License Agreement entered into as of December 22, 2014 between the Registrant and Wartner Europe BV
4.15†		Amendment No. 2 to Clinical Trial Collaboration and Supply Agreement entered into as of July 24, 2018 between the Registrant and Merck Sharp & Dohme B.V.
4.16†		Amendment No. 1 to License Agreement entered into as of June 18, 2018 between the Registrant and Wartner Europe BV
4.17(9)		First Addendum to License Agreement entered into as of October 16, 2019 by and between the Registrant and Biokine Therapeutics Ltd., as amended.

4.18(14)		At-the-Market Sales Agreement, dated September 3, 2021, between BioLineRx Ltd. and H.C. Wainwright & Co., LLC
4.19(15)		Agreement for the Provision of a Loan Facility entered into as of September 14, 2022, by and between the Registrant and Kreos Capital VII Aggregator SCSP
4.20(16)		Form of Securities Purchase Agreement dated as of September 18, 2022 between the Registrant and the investors listed therein
4.22(16)		Form of Warrant issued by the Registrant on September 21, 2022
4.2316)		Form of Placement Agent Warrant issued by the Registrant on September 21, 2022
4.23(18)†		License Agreement dated as of August 27, 2023 between the BioLineRx Ltd., Guangzhou Gloria Biosciences Co., Ltd. and Hong Seng Technology Limited
4.24(18)†		Securities Purchase Agreement dated as of August 27, 2023 between the BioLineRx Ltd., Hong Seng Technology Limited and Guangzhou Gloria Biosciences Co., Ltd.
4.25(20)		Form of Securities Purchase Agreement dated as of March 28, 2024 between BioLineRx Ltd. and the investors listed therein
4.26(20)		Form of Warrant issued by BioLineRx Ltd. on April 1, 2024
4.27(21)†		Form of License Agreement dated as of November 20, 2024, between BioLineRx Ltd. and Ayrmid Pharma Ltd.
4.28(21)		Form of First Amendment dated as of November 14, 2024, to the Agreement for the Provision of a Loan Facility entered into as of September 14, 2022, by and between BioLineRx Ltd. and Kreos Capital VII Aggregator SCSP
4.29(21)		Form of Securities Purchase Agreement dated as of November 20, 2024, between BioLineRx Ltd. and the Investors signatory thereto
4.30(21)		Form of Pre-Funded Warrant issued by BioLineRx Ltd. on November 21, 2024
4.31(21)		Form of Ordinary Warrant issued by BioLineRx Ltd. on November 21, 2024
4.32(22)		Form of Securities Purchase Agreement dated as of January 6, 2025, between BioLineRx Ltd. and the investors signatory thereto
4.33(22)		Form of Pre-Funded Warrant issued by BioLineRx Ltd. on January 7, 2025
4.34(22)		Form of Ordinary Warrant issued by BioLineRx Ltd. on January 7, 2025
4.35(23)		Form of Placement Agent Warrant issued by BioLineRx Ltd. on January 7, 2025
4.36(24)		Asset Transfer Agreement, dated as of September 29, 2025, between Hemispherian AS and Tetragon Biosciences Ltd.
4.37(24)		Collaboration and Shareholders Agreement, dated as of September 29, 2025, between BioLineRx Ltd., Tetragon Biosciences Ltd. and Hemispherian AS
8.1(25)		List of Subsidiaries of BioLineRx Ltd.
11.1(23)		Insider Trading Policy
12.1*		Certification by Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12.2*		Certification by Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
13.1*		Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
13.2*		Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
15.1*		Consent of Kesselman & Kesselman, Certified Public Accountant (Isr.), a member firm of PricewaterhouseCoopers International Limited, independent registered public accounting firm for the Registrant
97.1(19)		BioLineRx Ltd. Executive Officer Clawback Policy
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

Amendment: SEC Form 20-F/A filed by BioLineRx Ltd.