BioLineRx (NASDAQ: BLRX) sets GLIX1 joint venture with Hemispherian

Rhea-AI Filing Summary

BioLineRx Ltd. has entered into a new joint venture with Norwegian company Hemispherian AS to develop, test, and commercialize GLIX1, a first-in-class oral small molecule targeting DNA damage response in glioblastoma and other solid tumors. A new company has been formed, initially owned 60% by Hemispherian and 40% by BioLineRx.

Hemispherian transferred GLIX1-related intellectual property, regulatory filings, know-how, and associated assets to the joint venture. In return, BioLineRx committed to invest $5 million over up to 42 months under a staged development plan, with the risk that any unfunded portion could lead to a proportional repurchase of its stake for nominal consideration. BioLineRx can later increase its ownership up to 70% through additional investments, while Hemispherian may co-invest to maintain 50% once BioLineRx reaches that level.

BioLineRx will manage the joint venture’s operations and budget, while the joint venture will pay Hemispherian a monthly advisory fee of $80,000 for 24 months or until termination. Governance is shared through a board and steering committee where BioLineRx holds the deciding vote in deadlocks, and the joint venture receives first look and first refusal rights on other Hemispherian pipeline assets.

Insights

Biopharma strategy analyst

BioLineRx commits staged funding to control a GLIX1 oncology joint venture.

The transaction creates a dedicated vehicle to develop GLIX1, with Hemispherian contributing program IP and related regulatory assets and initially retaining a 60% equity stake. BioLineRx starts with 40% ownership but takes on managerial responsibility for operations, budget, and execution, positioning it as the operating leader despite being the minority owner at inception.

The funding structure ties BioLineRx’s ownership to its capital commitment. A $5 million Threshold Amount must be invested within up to 42 months, or Hemispherian can repurchase a proportional slice of BioLineRx’s stake for nominal consideration, which introduces downside if BioLineRx under-funds the plan. Beyond that, each additional $1 million can raise BioLineRx’s stake by 1%, up to 70%, while Hemispherian may co-invest to preserve 50% after that point.

Economically, the joint venture will pay Hemispherian a monthly advisory fee of $80,000 for 24 months, creating a defined cash outflow from the vehicle back to Hemispherian. The joint venture’s first look and right of first refusal on other Hemispherian assets may broaden its pipeline over time, but actual value creation will depend on GLIX1’s clinical progress and future investment decisions, which are not detailed here.

Form 6-K: How Foreign Companies Report to the SEC →

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

For the month of September 2025

Commission file number: 001-35223

BioLineRx Ltd.

(Translation of registrant’s name into English)

2 HaMa’ayan Street

Modi’in 7177871, Israel

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒         Form 40-F ☐

On September 29, 2025, BioLineRx Ltd. (the “Company”) entered into a joint venture transaction (the “Joint Venture”) with Hemispherian AS, a Norwegian corporation (“Hemispherian”), for the development, clinical evaluation and commercialization of GLIX1, a first-in-class, oral, small molecule targeting DNA damage response in glioblastoma and other solid tumors (“GLIX1”). As part of the Joint Venture, (i) the Company and Hemispherian entered into a Collaboration and Shareholders Agreement (the “JV Agreement”), which governs the ownership, governance, funding, administration, and related operational and commercial terms of a newly-created company owned by the Company and Hemispherian (the “JV”), and (ii) Hemispherian and the JV entered into an Asset Transfer Agreement (the “ATA”), pursuant to which Hemispherian transferred to the JV certain intellectual property, regulatory filings, know-how, and related assets primarily in respect of GLIX1, Hemispherian’s lead compound (the “Transferred Assets”). The transactions closed on the same day.

Pursuant to the JV Agreement, Hemispherian will initially hold 60% of the issued share capital of the JV, and the Company will hold the remaining 40%. As consideration for Hemispherian’s contribution of the Transferred Assets, the Company has agreed to invest $5 million in the JV (the “Threshold Amount”) within 36 months as of the date of the JV Agreement, in tranches according to a development plan, which period may be extended by an additional six months upon the occurrence of certain events as specified in the JV Agreement (the “Threshold Term”). If the Company does not invest the full Threshold Amount by the end of the Threshold Term, Hemispherian will have the right to repurchase, for nominal consideration, a pro rata portion of the Company’s shares in the JV corresponding to the unfunded portion of the Threshold Amount.

Following the investment of the Threshold Amount, the Company may make additional investments in the JV. For each incremental $1 million invested by the Company beyond the Threshold Amount, the Company will be entitled to an additional 1% equity interest, up to an aggregate maximum ownership of 70%. Following the attainment of a 50% stake by the Company in the JV, Hemispherian will have the right to co-invest alongside the Company on the same terms in order to maintain a 50% ownership stake in the JV.

Furthermore, under the terms of the JV Agreement, the Company will be responsible for managing and implementing the JV’s activities and overseeing the JV’s operations, budget, and expenses. Following the closing, the JV will pay Hemispherian a monthly advisory fee of $80,000 for a period of 24 months or until the termination of the JV, whichever occurs first.

The JV Agreement provides for the establishment of a board of directors of the JV as well as a steering committee with joint representation from both the Company and Hemispherian. The Company holds the deciding vote in the event of any deadlock on either of such corporate bodies. In addition, the JV Agreement includes restrictions on the transfer of shares of the JV by the Company and Hemispherian, requiring the consent of the other party, subject to certain exceptions, including transfers to permitted transferees or transfers in connection with a merger or acquisition transaction. The JV Agreement further provides a bring-along right, which may be exercised by a simple majority of the shareholders and the board of directors, subject to the consent rights described above.

The JV has a first look right, as well as a right of first refusal, on other assets in Hemispherian’s pipeline for defined periods specified in the ATA.

The ATA and the JV Agreement contain customary representations and warranties, indemnification and other provisions customary for transactions of this nature. In addition, the Company has provided an indemnification to Hemispherian in an amount of up to 50% of Hemispherian’s potential tax liability in Israel arising from the unlikely event of the payment of future dividend distributions by the JV to its shareholders, net of amounts recoverable under any double tax treaties available to Hemispherian.

The JV Agreement and the ATA include termination events, including failure to fund the Threshold Amount within the Threshold Term, or prolonged inability of the JV to operate due to insufficient financial resources.

The foregoing descriptions of the ATA and the JV Agreement are not complete and are qualified in their entirety by reference to the full text of such documents, copies of which are filed as exhibits to this Report on Form 6-K and are incorporated by reference herein.

On September 29, 2025, the Company issued a press release entitled “BioLineRx Ltd. and Hemispherian AS Establish Joint Venture to Develop GLIX1, a First-in-Class, Oral, Small Molecule Targeting DNA Damage Response in Glioblastoma and Other Tumors.” A copy of the press release is attached hereto as Exhibit 99.1.

This Report on Form 6-K, including all exhibits hereto (other than the press release attached as Exhibit 99.1), is hereby incorporated by reference into all effective registration statements filed by the registrant under the Securities Act of 1933. 

Attached hereto and incorporated by reference herein are the following exhibits:

Exhibit No.		Description
10.1(1)(2)		Asset Transfer Agreement, dated as of September 29, 2025, between Hemispherian AS and Tetragon Biosciences Ltd.
10.2(1)(2)		Collaboration and Shareholders Agreement, dated as of September 29, 2025, between BioLineRx Ltd., Tetragon Biosciences Ltd. and Hemispherian AS
99.1		Press Release dated September 29, 2025

(1)  Portions of this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The Registrant undertakes to furnish a copy of all omitted schedules and exhibits to the SEC upon its request.

(2)   Portions of this exhibit (indicated by asterisks) have been omitted under rules of the SEC permitting the confidential treatment of select information. The Registrant agrees to furnish a copy of all omitted information to the SEC upon its request.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	BioLineRx Ltd.
	By:	/s/ Philip A. Serlin
		Philip A. Serlin
		Chief Executive Officer

Dated: September 29, 2025

FAQ

What joint venture did BioLineRx (BLRX) form with Hemispherian?

BioLineRx formed a new joint venture company with Hemispherian AS to develop, clinically evaluate, and commercialize GLIX1, a first-in-class oral small molecule targeting DNA damage response in glioblastoma and other solid tumors. Hemispherian contributes GLIX1-related intellectual property and assets, while BioLineRx manages the joint venture’s operations.

How is ownership of the BioLineRx–Hemispherian GLIX1 joint venture structured?

At closing, Hemispherian holds 60% of the issued share capital of the joint venture and BioLineRx holds 40%. BioLineRx can increase its stake by investing beyond the initial Threshold Amount, up to a maximum of 70%, subject to co-investment rights that allow Hemispherian to maintain a 50% stake once that level is reached.

What financial commitments has BioLineRx (BLRX) made to the GLIX1 joint venture?

BioLineRx agreed to invest $5 million, called the Threshold Amount, into the joint venture within 36 months, with a possible 6-month extension under specified events. This investment is made in tranches according to a development plan. If the full Threshold Amount is not funded within this period, Hemispherian may repurchase a proportional portion of BioLineRx’s shares in the joint venture for nominal consideration.

Can BioLineRx increase its ownership in the GLIX1 joint venture beyond 40%?

Yes. After investing the full $5 million Threshold Amount, BioLineRx may make additional investments. For each extra $1 million invested, it is entitled to an additional 1% equity interest, up to a maximum aggregate ownership of 70%. Once BioLineRx attains a 50% stake, Hemispherian has the right to co-invest on the same terms to maintain a 50% ownership stake.

Who controls management and governance of the BioLineRx–Hemispherian joint venture?

Under the JV Agreement, BioLineRx is responsible for managing and implementing the joint venture’s activities and overseeing its operations, budget, and expenses. The structure includes a board of directors and a steering committee with joint representation. BioLineRx holds the deciding vote in the event of deadlock on either body, giving it effective control over key operational decisions.

What ongoing payments will the joint venture make to Hemispherian?

Following closing, the joint venture will pay Hemispherian a monthly advisory fee of $80,000 for up to 24 months or until the joint venture terminates, whichever occurs first. This fee compensates Hemispherian for advisory support to the joint venture.

Does the joint venture have rights to other Hemispherian pipeline assets?

Yes. The joint venture has a first look right and a right of first refusal on other assets in Hemispherian’s pipeline for defined periods specified in the Asset Transfer Agreement, potentially allowing the joint venture to access additional programs beyond GLIX1.