(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box.
¨
* 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 disclosures provided in a prior cover page.
The information required on 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.
09074A109
1.
|
Names of Reporting Person:
Andre-Jacques Auberton-Herve
|
2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
¨
(b)
¨
|
3.
|
SEC Use Only
|
4.
|
Source of Funds (See Instructions):
AF
|
5.
|
Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
¨
|
6.
|
Citizenship or Place of Organization:
France
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
7.
|
Sole Voting Power:
0
|
8.
|
Shared Voting Power:
24,315,770 (see Item 5)
|
9.
|
Sole Dispositive Power:
0
|
10.
|
Shared Dispositive Power:
24,315,770 (see Item 5)
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person:
24,315,770
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions):
¨
|
13.
|
Percent of Class Represented by Amount in Row (11):
6.16%
|
14.
|
Type of Reporting Person (See Instructions):
IN
|
CUSIP No.
09074A109
1.
|
Names of Reporting Person:
Star SCI
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
¨
(b)
¨
|
3.
|
SEC Use Only
|
4.
|
Source of Funds (See Instructions):
PF
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e)
¨
|
6.
|
Citizenship or Place of Organization:
France
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
7.
|
Sole Voting Power:
21,443,982 (see Item 5)
|
8.
|
Shared Voting Power:
None
|
9.
|
Sole Dispositive Power:
21,443,982 (see Item 5)
|
10.
|
Shared Dispositive Power:
None
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person:
21,443,982
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions):
¨
|
13.
|
Percent of Class Represented by Amount in Row (11):
5.45%
|
14.
|
Type of Reporting Person (See Instructions):
OO
|
CUSIP No.
09074A109
1.
|
Names of Reporting Person:
4A Consulting and Engineering
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
¨
(b)
¨
|
3.
|
SEC Use Only
|
4.
|
Source of Funds (See Instructions):
PF
|
5.
|
Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e)
¨
|
6.
|
Citizenship or Place of Organization:
France
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
7.
|
Sole Voting Power:
2,871,788 (see Item 5)
|
8.
|
Shared Voting Power:
None
|
9.
|
Sole Dispositive Power:
2,871,788 (see Item 5)
|
10.
|
Shared Dispositive Power:
None
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person:
2,871,788
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions):
¨
|
13.
|
Percent of Class Represented by Amount in Row (11):
0.73%
|
14.
|
Type of Reporting Person (See Instructions):
OO
|
Item 1. Security and Issuer
This statement on Schedule 13D (this
“Statement”) relates to the issued and outstanding shares of common stock, par value $0.001 per share (the “Company
Common Stock”), of Bionik Laboratories Corp., a Delaware corporation (the “Company”). The principal executive
offices of the Company are located at 483 Bay Street, N105, Toronto, Ontario M5G 2C9.
Item 2. Identity and Background
This statement is filed pursuant to
Rule 13d-1 under the Securities Exchange Act of 1934, as amended, by Andre-Jacques Auberton-Herve, a French citizen, Star SCI (“Star”),
a company organized under the laws of France, and 4A Consulting and Engineering (“4A”, and together with Mr. Auberton-Herve
and Star, the “Reporting Persons”), a company organized under the laws of France. Mr. Auberton-Herve is a natural person,
and is Chairman of the Board of Directors (the “Board”) of the Company, with an address of 18 Chemin de la Vierge Noire,
La Tronche, France 38700. The address of the principal offices of Star and 4A is 18 Chemin de la Vierge Noire, La Tronche, France
38700. The principal business of Star is holding financial investments. The principal business of 4A is to provide strategic advice
and consulting services with respect to renewable energy and digital innovation.
The Reporting Persons have not, during
the past five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii)
been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction where as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject
to federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of
Funds or Other Consideration
On June 13, 2018, following the increase
in the Company’s authorized shares of Company Common Stock, an aggregate 2,079,267 shares of Company Common Stock were issued to
Star and 4A in connection with the conversion of certain outstanding convertible promissory notes issued to Star and 4A in accordance
with their terms.
In June 2018, the Reporting Persons,
through Star, had subscribed for a convertible promissory note (the “Note”) issued by the Company and pursuant thereto
loaned to the Company an aggregate amount of approximately $306,255 (the “Loan”). On July 20, 2018, the Note converted
in accordance with its terms (the “Conversion”) into 6,688,480 shares of Company Common Stock.
Item 4. Purpose of Transaction
The Reporting Persons acquired beneficial
ownership of the securities of the Company for investment purposes only and with no view to their resale or other distribution
of any kind. The Reporting Persons may make further debt and/or equity investments in the Company pursuant to future private and/or
public offerings by the Company.
The Conversion described herein was
effected in connection with a larger overall transaction of the Company in which the Company converted convertible promissory notes
into an aggregate of 102,509,278 shares of Company Common Stock (which includes the shares issued in the Conversion described herein;
the “Note Conversion”), which number of Shares was preliminarily determined on July 24, 2018, of which an aggregate
of 94,272,393 shares were issued on July 26, 2018, and 8,236,885 shares were issued on August 8, 2018. The Company has not yet
definitively determined the final conversion price, and if, upon such definitive determination, the Company is required to issue
additional shares of Company Common Stock to the Reporting Person, the Reporting Person will file an amended Schedule 13D. The
Note Conversion resulted in an increase in the Company’s issued and outstanding shares of Company Common Stock and exchangeable
shares (which vote with the Company Common Stock as a single class and convert into Company Common Stock on a 1-for-1 basis at
the option of the holder) to 391,655,118 shares.
Except
as set forth above, none of the Reporting Persons have any present plans which relate to or would result in:
(a) The acquisition by any person of
additional securities of the Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction,
such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material
amount of assets of the Issuer or any of its subsidiaries;
(d) Any change in the present board
of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill
any existing vacancies on the board;
(e) Any material change in the present
capitalization or dividend policy of the Issuer;
(f) Any other material change in the
issuer’s business or corporate structure including but not limited to, if the Issuer is a registered closed-end investment
company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the
Investment Company Act of 1940;
(g) Changes in the Issuer’s charter,
bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person;
(h) Causing a class of securities of
the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association;
(i) A class of equity securities of
the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those
enumerated above.
Reference is made to Item 3 herein
and hereby is incorporated by reference.
Item 5. Interest in Securities
of the Issuer
(a)-(b) As a result of the Note Conversion,
as of August 8, 2018, the Company had an aggregate of 391,655,118 shares of Company Common Stock and exchangeable shares outstanding.
The percentage of ownership reported in this Item 5 was calculated in accordance with Rule 13d-3(d)(1)(i) promulgated under the
Securities Exchange Act of 1934, as amended, except that all outstanding exchangeable shares are deemed converted into Company
Common Stock for purposes of computing the percentage of ownership. The aggregate number and percentage of the class of securities
of the Company and the voting and dispositive powers of the Reporting Persons is set forth below:
|
Andre-Jacques Auberton-Herve
|
Star
|
4A
|
Amount beneficially owned:
|
24,315,770 (1)
|
21,443,982 (2)
|
2,871,788 (3)
|
Percent of class:
|
6.16%
|
5.45%
|
0.73%
|
Sole power to vote or to direct the vote:
|
0
|
21,443,982 (2)
|
2,871,788 (3)
|
Shared power to vote or direct the vote:
|
24,315,770 (1)
|
0
|
0
|
Sole power to dispose or to direct the disposition of:
|
0
|
21,443,982 (2)
|
2,871,788 (3)
|
Shared power to dispose or to direct the disposition of:
|
24,315,770 (1)
|
0
|
0
|
|
(1)
|
Includes (i) shares of Company Common Stock beneficially
owned by Star and 4A, (ii) warrants to purchase 1,600,640 shares of Company Common Stock held through Star, (iii) an aggregate
of 1,184,613 options to acquire Company Common Stock held through 4A, and (iii) 83,334 options to acquire Company Common Stock
held through 4A that are exercisable within 60 days of the date hereof. Mr. Auberton-Herve may be deemed to share voting and investment
power over the shares beneficially owned by Star and 4A.
|
|
(2)
|
Includes warrants to purchase 1,600,640 shares of Company
Common Stock. Mr. Auberton-Herve may be deemed to share voting and investment power over the shares beneficially owned by Star.
|
|
(3)
|
Includes (i) an aggregate of 1,184,613 options to acquire
Company Common Stock held through 4A and (ii) 83,334 options to acquire Company Common Stock held through 4A that are exercisable
within 60 days of the date hereof.
|
(c)
Except as described herein, the Reporting Persons have not effected any transaction in the Company’s securities in the past 60 days.
(d) and (e)
Not applicable
Item 6. Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer
Reference
is made to Items 3 and 4 herein and hereby is incorporated by reference.
Item 7.
Material to be Filed as Exhibits
Not Applicable.
SIGNATURES
After reasonable
inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is
true, complete and correct.
Date: August 18, 2018
|
|
|
|
|
/s/ Andre-Jacques Auberton-Herve
|
|
|
Andre-Jacques Auberton-Herve
|
|
|
|
|
|
|
|
|
|
|
Star SCI
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Andre-Jacques
Auberton-Herve
|
|
|
Name:
|
Andre-Jacques
Auberton-Herve
|
|
|
Title:
|
President
|
|
|
|
|
|
|
|
|
|
|
4A Consulting
and Engineering
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Andre-Jacques
Auberton-Herve
|
|
|
Name:
|
Andre-Jacques
Auberton-Herve
|
|
|
Title:
|
President
|
|