Sec Form 13G Filing - INTRACOASTAL CAPITAL LLC filing for BIOLINERX LTD SPONSORED ADR NE (BLRX) - 2020-06-04

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

(Amendment No. )*

 

BioLineRx Ltd.

(Name of Issuer)

 

Ordinary Shares, NIS 0.10 par value per share**

(Title of Class of Securities)

 

09071M205

(CUSIP Number)

 

May 26, 2020

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

a.

☐   Rule 13d-1(b)

b.

☒   Rule 13d-1(c)

c.

☐   Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

**There is no CUSIP number assigned to the ordinary shares of the Issuer. CUSIP number 09071M205 has been assigned to the American Depositary Shares of the Issuer, which are quoted on The Nasdaq Capital Market under the symbol “BLRX.” Each such American Depositary Share represents fifteen (15) ordinary shares of the Issuer.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

  

 

CUSIP No.

09071M205

 

1.	Names of Reporting Persons.
	Mitchell P. Kopin
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)
	(b)
3.	SEC Use Only
4.	Citizenship or Place of Organization     United States of America

 

Number of Shares Beneficially Owned by Each Reporting Person With:	5.  Sole Voting Power	0
	6.  Shared Voting Power	19,132,860
	7.  Sole Dispositive Power	0
	8.  Shared Dispositive Power	19,132,860

 

9.	Aggregate Amount Beneficially Owned by Each Reporting Person      19,132,860 (see Item 4)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.	Percent of Class Represented by Amount in Row (9)  6.1% (see Item 4)
12.	Type of Reporting Person (See Instructions)
	IN; HC

 

 

CUSIP No.

09071M205

 

1.	Names of Reporting Persons.
	Daniel B. Asher
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)
	(b)
3.	SEC Use Only
4.	Citizenship or Place of Organization     United States of America

 

Number of Shares Beneficially Owned by Each Reporting Person With:	5.  Sole Voting Power	0
	6.  Shared Voting Power	19,132,860
	7.  Sole Dispositive Power	0
	8.  Shared Dispositive Power	19,132,860

 

9.	Aggregate Amount Beneficially Owned by Each Reporting Person      19,132,860 (see Item 4)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.	Percent of Class Represented by Amount in Row (9)  6.1% (see Item 4)
12.	Type of Reporting Person (See Instructions)
	IN; HC

 

 

CUSIP No.

09071M205

 

1.	Names of Reporting Persons.
	Intracoastal Capital LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)
	(b)
3.	SEC Use Only
4.	Citizenship or Place of Organization     Delaware

 

Number of Shares Beneficially Owned by Each Reporting Person With:	5.  Sole Voting Power	0
	6.  Shared Voting Power	19,132,860
	7.  Sole Dispositive Power	0
	8.  Shared Dispositive Power	19,132,860

 

9.	Aggregate Amount Beneficially Owned by Each Reporting Person      19,132,860 (see Item 4)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.	Percent of Class Represented by Amount in Row (9)  6.1% (see Item 4)
12.	Type of Reporting Person (See Instructions)
	OO

 

 

Item 1.

 

(a) Name of Issuer

 

BioLineRx Ltd. (the “Issuer”)

 

(b) Address of Issuer’s Principal Executive Offices

 

2 HaMa’ayan Street

Modi’in 7177871, Israel

 

Item 2.

 

(a) Name of Person Filing

 

(b) Address of Principal Business Office or, if none, Residence

 

(c) Citizenship

 

This Schedule 13G is being filed on behalf of (i) Mitchell P. Kopin, an individual who is a citizen of the United States of America (“Mr. Kopin”), (ii) Daniel B. Asher, an individual who is a citizen of the United States of America (“Mr. Asher”) and (iii) Intracoastal Capital LLC, a Delaware limited liability company (“Intracoastal” and together with Mr. Kopin and Mr. Asher, collectively the “Reporting Persons”).

 

The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.

 

The principal business office of Mr. Kopin and Intracoastal is 245 Palm Trail, Delray Beach, Florida 33483.

 

The principal business office of Mr. Asher is 111 W. Jackson Boulevard, Suite 2000, Chicago, Illinois 60604.

 

(d) Title of Class of Securities

 

Ordinary shares, NIS 0.10 par value per share, of the Issuer (the “Ordinary Shares”). All Ordinary Shares reported herein as being held or beneficially owned by the Reporting Persons are represented by American Depositary Shares of the Issuer (the “ADSs”), which are quoted on The Nasdaq Capital Market under the symbol “BLRX.” Each ADS represents fifteen (15) Ordinary Shares.

 

(e) CUSIP Number

 

There is no CUSIP number assigned to the Ordinary Shares. CUSIP number 09071M205 has been assigned to the ADSs.

 

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

Not applicable.

 

Item 4. Ownership.

 

(a) and (b):

 

(i) Immediately following the execution of the Securities Purchase Agreement with the Issuer on May 26, 2020 (the “SPA”) (as disclosed in the Form 6-K filed by the Issuer with the Securities and Exchange Commission on May 28, 2020), each of the Reporting Persons may have been deemed to have beneficial ownership of 20,164,359 Ordinary Shares, which consisted of (i) 12,857,145 Ordinary Shares to be issued to Intracoastal at the closing of the transaction contemplated by the SPA and (ii) 7,307,214 Ordinary Shares issuable upon an exercise of a warrant to be issued to Intracoastal at the closing of the transaction contemplated by the SPA (“Intracoastal Warrant 1”), and all such Ordinary Shares in the aggregate represent beneficial ownership of approximately 9.99% of the Ordinary Shares, based on (1) 181,681,077 Ordinary Shares outstanding as of May 25, 2020 as reported by the Issuer, plus (2) 12,857,145 Ordinary Shares to be issued to Intracoastal at the closing of the transaction contemplated by the SPA and (3) 7,307,214 Ordinary Shares issuable upon an exercise of Intracoastal Warrant 1. The foregoing excludes (I) 5,549,931 Ordinary Shares issuable upon an exercise of Intracoastal Warrant 1 because Intracoastal Warrant 1 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 1 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates, of more than 9.99% of the Ordinary Shares and (II) 2,750,010 Ordinary Shares issuable upon an exercise of a warrant held by Intracoastal (“Intracoastal Warrant 2”) because Intracoastal Warrant 2 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 1 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates, of more than 4.99% of the Ordinary Shares. Without such blocker provision, each of the Reporting Persons may have been deemed to have beneficial ownership of 28,464,300 Ordinary Shares.

 

 

(ii) As of the close of business on June 4 2020, each of the Reporting Persons may have been deemed to have beneficial ownership of 19,132,860 Ordinary Shares, which consisted of (i) 12,857,145 Ordinary Shares issuable upon an exercise of Intracoastal Warrant 1 and (ii) 6,275,715 Ordinary Shares issuable upon an exercise of a second warrant held by Intracoastal (“Intracoastal Warrant 3”), and all such Ordinary Shares represented beneficial ownership of approximately 6.1% of the Ordinary Shares, based on (1) 181,681,077 Ordinary Shares outstanding as of May 25, 2020 as reported by the Issuer, plus (2) 77,142,885 Ordinary Shares in the aggregate issued at the closing of the transaction contemplated by the SPA, (3) 37,654,290 Ordinary Shares in the aggregate issued at the closing of the transaction contemplated by a second Securities Purchase Agreement with the Issuer dated May 31, 2020 (as disclosed in the Form 6-K filed by the Issuer with the Securities and Exchange Commission on June 3, 2020), (4) 12,857,145 Ordinary Shares issuable upon an exercise of Intracoastal Warrant 1, and (5) 6,275,715 Ordinary Shares issuable upon an exercise of Intracoastal Warrant 3. The foregoing excludes 2,750,010 Ordinary Shares issuable upon an exercise of Intracoastal Warrant 2 because Intracoastal Warrant 2 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 2 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates, of more than 4.99% of the Ordinary Shares. Without such blocker provision, each of the Reporting Persons may have been deemed to have beneficial ownership of 21,882,870 Ordinary Shares.

 

(iii) 

 

(c) Number of shares as to which each Reporting Person has:

 

(1) Sole power to vote or to direct the vote:         0    .

 

(2) Shared power to vote or to direct the vote:        19,132,860     .

 

(3) Sole power to dispose or to direct the disposition of         0    .

 

(4) Shared power to dispose or to direct the disposition of      19,132,860    .

 

Item 5. Ownership of Five Percent or Less of a Class

 

Not applicable.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

 

Not applicable.

 

Item 8. Identification and Classification of Members of the Group

 

Not applicable.

 

Item 9. Notice of Dissolution of Group

 

Not applicable.

 

Item 10. Certification

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: June 4, 2020

 

	/s/ Mitchell P. Kopin
	Mitchell P. Kopin
	/s/ Daniel B. Asher
	Daniel B. Asher
	Intracoastal Capital LLC
	By:	/s/ Mitchell P. Kopin
		Mitchell P. Kopin, Manager

 

 

Exhibit 1

 

JOINT FILING AGREEMENT

 

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

 

Date: June 4, 2020

 

	/s/ Mitchell P. Kopin
	Mitchell P. Kopin
	/s/ Daniel B. Asher
	Daniel B. Asher
	Intracoastal Capital LLC
	By:	/s/ Mitchell P. Kopin
		Mitchell P. Kopin, Manager