Securities Registration Statement (s-1/a)
February 15 2019 - 4:56PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on February 15, 2019
Registration No. 333-228044
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 6
TO
FORM S-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
BIONIK LABORATORIES CORP.
(Exact name of Registrant as specified in
its charter)
Delaware
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3842
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27-1340346
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(State or Other Jurisdiction of
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(Primary Standard Industrial
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(I.R.S. Employer
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Incorporation or Organization)
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Classification Code Number)
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Identification No.)
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483 Bay Street, N105
Toronto, ON M5G 2C9
(416) 640-7887
(Address, including zip code, and telephone
number, including area code, of Registrant’s executive offices)
Eric Dusseux, CEO
Bionik Laboratories Corp.
483 Bay Street, N105
Toronto, ON M5G 2C9
(416) 640-7887
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
Copies to:
Stephen E. Fox, Esq.
Michael S. Williams, Esq.
Ruskin Moscou Faltischek, P.C.
1425 RXR Plaza, East Tower, 15
th
Floor
Uniondale, New York 11556
(516) 663-6600
(516) 663-6601 (Facsimile)
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Ralph V. De Martino, Esq.
Cavas S. Pavri, Esq.
Schiff Hardin LLP
901 K Street, NW, Suite 700
Washington, DC 20001
(202) 724-6848
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Approximate date of commencement of proposed
sale to the public:
As soon as practicable after the effective
date of this Registration Statement.
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box.
þ
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering.
¨
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement number for the same offering.
¨
If this Form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
¨
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
¨
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Accelerated filer
¨
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Non-accelerated filer
þ
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Smaller reporting company
þ
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Emerging growth company
¨
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If an emerging growth company, 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 to Section 7(a)(2)(B) of the Securities Act.
¨
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered
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Proposed
Maximum
Aggregate
Offering
Price
(1)
(2)
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Amount of
Registration
Fee
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Units
(3)
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$
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11,500,000
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(4)
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$
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1,393.80
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Common Stock, par value $0.001 per share, included in the units
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$
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—
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(5)
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$
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—
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(5)
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Warrants to purchase Common Stock, included in the units
(6)
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—
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(5)
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—
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(5)
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Common Stock, $.001 par value per share, underlying the Warrants to purchase Common Stock
(6)
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$
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10,249,999
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$
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1,242.30
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Representative’s Warrant
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$
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—
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(7)
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$
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—
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(7)
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Common Stock, $.001 par value per share, underlying Representative’s Warrant
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$
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960,000
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$
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116.35
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Total
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$
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22,709,999
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$
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2,752.45
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(8)
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(1)
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Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended.
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(2)
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Pursuant to Rule 416, the securities being registered hereunder include such indeterminate number of additional securities as may be issued after the date hereof as a result of stock splits, stock dividends or similar transactions.
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(3)
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Each unit consists of one share of common stock, $0.001 par value per share and one warrant to purchase one share of common stock.
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(4)
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Includes shares of the Common Stock and/or warrants to purchase Common Stock which may be issued upon exercise of a 45-day option granted to the underwriters, to cover over-allotments, if any, equal to 15% of the number of units sold in the offering.
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(5)
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Included in the price of the units. No fee required pursuant to Rule 457(g) under the Securities Act.
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(6)
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The warrants are exercisable at a per share price of 102.4 % of the unit offering price.
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(7)
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No fee pursuant to Rule 457(g) under the Securities Act.
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(8)
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Previously paid.
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The Registrant hereby
amends this Registration Statement on Form S-1 on such date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such
date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
Bionik Laboratories
Corp. (the “Registrant”) is filing this Amendment No. 6 (this “Amendment”) to its Registration Statement
on Form S-1 (Registration No. 333-228044) for the sole purpose of amending Item 16 of Part II of the Registration Statement to
file Exhibit 4.7 (Form of Warrant Agent Agreement by and between the Company and VStock Transfer, LLC and Form of Warrant
Certificate for Registered Offering). No change is made to the preliminary prospectus constituting Part I of the Registration
Statement or Items 13, 14, 15, 16(b) or 17 of Part II of the Registration Statement. Accordingly, this Amendment consists
only of the facing page, this explanatory note, Item 16(a) of Part II, the signatures and the exhibit index of the
Registration Statement.
Item 16. Exhibits and Financial Statement Schedules.
(a) The following exhibits are filed as a part of, or incorporated
by reference into, this Registration Statement.
The following exhibits, which are numbered
in accordance with Item 601 of Regulation S-K, are filed herewith or, as noted, incorporated by reference herein.
Exhibit
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Number
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Description of Exhibits
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1.1*
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Form
of Underwriting Agreement
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2.1
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Plan
of Conversion, dated June 25, 2013 (incorporated by reference to the Company’s 10-K filing on April 15, 2014)
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2.2
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Agreement
and Plan of Merger, dated as of March 1, 2016, by and among Bionik Laboratories Corp., Bionik Mergerco Inc. and Interactive
Motion Technologies Inc. (incorporated by reference to the Company’s Current Report on Form 8-K filed on March 7, 2016)
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2.3
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Waiver
and Amendment Agreement, dated as of March 14, 2016, by and among Bionik Laboratories Corp., Hermano Igo Krebs, Bionik Mergerco
Inc. and Interactive Motion Technologies, Inc. (incorporated by reference to the Company’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2015, filed on March 18, 2016)
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3.1
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Articles
of Conversion, dated June 25, 2013 (incorporated by reference to the Company’s 10-K filing on April 15, 2014)
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3.2
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Certificate
of Conversion, dated June 25, 2013 (incorporated by reference to the Company’s 10-K filing on April 15, 2014)
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3.3
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Certificate
of Incorporation, dated June 25, 2013 (incorporated by reference to the Company’s 10-K filing on April 15, 2014)
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3.4
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Delaware
By-laws, dated June 25, 2013 (incorporated by reference to the Company’s 10-K filing on April 15, 2014)
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3.5
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Amended
and Restated Certificate of Incorporation dated February 10, 2015 (incorporated by reference to the Company’s 8-K filing
on March 4, 2015)
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3.6
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Amended
and Restated By-Laws (incorporated by reference to the Company’s 8-K filing on March 4, 2015)
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3.7
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Certificate
of Amendment of the Certificate of Incorporation, dated November 8, 2017 (incorporated by reference to the Company’s
Current Report on Form 8-K filed on November 8, 2017).
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3.8
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Certificate
of Amendment of the Certificate of Incorporation, dated June 11, 2018 (incorporated by reference to the Company’s Current
Report on Form 8-K filed on June 13, 2018).
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3.9
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Certificate
of Amendment of the Certificate of Incorporation, dated October 26, 2018 (incorporated by reference to the Company’s
Current Report on Form 8-K filed on October 29, 2018).
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4.1
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Certificate
of Designation of Preferences, Rights and Limitations of Special Voting Preferred Stock of Bionik Laboratories Corp. (incorporated
by reference to the Company’s 8-K filing on March 4, 2015)
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4.2
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Schedule
A to Articles of Amendment of Bionik Laboratories Inc., relating to the Exchangeable Shares of Bionik Laboratories Inc. (incorporated
by reference to the Company’s 8-K filing on March 4, 2015)
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4.3
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Form
of Warrant (incorporated by reference to the Company’s 8-K filing on March 4, 2015)
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4.4
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Form
of Common Stock Purchase Warrant (incorporated by reference to the Company’s 8-K filing on March 4, 2015)
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4.5
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Form
of Warrant (incorporated by reference to the Company’s Annual Report on Form 10-K for the Fiscal Year ended March 31,
2017, filed with the Commission on June 29, 2017)
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4.6*
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Form of Representative’s
Warrant
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4.7
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Form of Warrant Agent Agreement by and between the Company
and VStock Transfer, LLC and Form of Warrant Certificate for Registered Offering
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5.1*
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Opinion of Ruskin Moscou Faltischek, P.C.
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10.1
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Investment
Agreement, dated February 26, 2015, among Bionik Laboratories Inc., Bionik Acquisition Inc. and Bionik Laboratories Corp.
(incorporated by reference to the Company’s 8-K filing on March 4, 2015)
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10.2
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Voting
and Exchange Trust Agreement, made as of February 26, 2015, among Bionik Laboratories Corp., Bionik Laboratories, Inc. and
Computershare Trust Company of Canada dated February 26, 2015 (incorporated by reference to the Company’s 8-K filing
on March 4, 2015)
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10.3
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Support
Agreement, made as of February 26, 2015, among Bionik Laboratories Inc., Bionik Acquisition Inc. and Bionik Laboratories Corp.
(incorporated by reference to the Company’s 8-K filing on March 4, 2015)
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10.4
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Registration
Rights Agreement, made as of February 26, 2015, by and between Bionik Laboratories Inc. and each of the several shareholders
signatory thereto (incorporated by reference to the Company’s 8-K filing on March 4, 2015)
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10.5
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Novation
Agreement, dated as of February 26, 2015, between Bionik Laboratories Corp. and Bionik Laboratories Inc. (incorporated by
reference to the Company’s 8-K filing on March 4, 2015)
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10.6
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Spin-Off
Agreement, dated as of February 26, 2015, by and among Bionik Laboratories Corp., and Brian E. Ray and Jon Lundgreen (incorporated
by reference to the Company’s 8-K filing on March 4, 2015)
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10.7
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Assignment
and Assumption Agreement, dated as of February 26, 2015, by and between Bionik Laboratories Corp. and Tungsten 74 LLC (incorporated
by reference to the Company’s 8-K filing on March 4,2015)
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10.8
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Form
of Subscription Agreement (incorporated by reference to the Company’s 8-K filing on March 4, 2015)
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10.9
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Peter
Bloch Employment Agreement (incorporated by reference to the Company’s 8-K filing on March 4, 2015)
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10.10
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Michal
Prywata Employment Agreement (incorporated by reference to the Company’s 8-K filing on March 4, 2015)
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10.11
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Leslie
Markow’s Employment Agreement (incorporated by reference to the Company’s 8-K filing on March 4, 2015)
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10.12
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Bionik
Laboratories Corp. f/k/a Drywave Technologies, Inc. 2014 Equity Incentive Plan (incorporated by reference to the Company’s
Definitive Information Statement on Schedule 14C filing on October 6, 2014)
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10.13
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Minutes
of Settlement (incorporated by reference to the Company’s Registration Statement on Form S-1 (Registration No.: 333-207581)
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10.14
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License
Agreement with The Massachusetts Institute of Technology, as amended (incorporated by reference to the Company’s Registration
Statement on Form S-1 (Registration No.: 333-207581)
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10.15
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Exclusive
Patent Application and Patent License Agreement between Interactive Motion Technologies, Inc., and Hermano Igo Krebs and Caitlyn
Joyce Bosecker (incorporated by reference to the Company’s Registration Statement on Form S-1 (Registration No.: 333-207581)
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10.16
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Employment
Agreement with Timothy McCarthy (incorporated by reference to the Registrant’s Current Report on Form 8- K filed on
August 8, 2016)
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10.17
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Registration
Rights Agreement dated April 21, 2016 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed
on April 26, 2016)
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10.18
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Allonge
#3 to Secured Promissory Note (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on March
2, 2017)
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10.19
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Engagement
Agreement dated May 3, 2017, by and between the Company and Garden State Securities Inc. (Incorporated by reference to Exhibit
(d)(1) to the Company’s Schedule TO filed on May 25, 2017)
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10.20
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Convertible
Promissory Note dated March 28, 2017 (incorporated by reference to the Company’s Annual Report on Form 10-K for the
Fiscal Year ended March 31, 2017, filed with the Commission on June 29, 2017)
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10.21
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Form
of Allonge to Promissory Notes dated as of March 28, 2017 (incorporated by reference to the Company’s Annual Report
on Form 10-K for the Fiscal Year ended March 31, 2017, filed with the Commission on June 29, 2017)
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10.22
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Cooperative
Joint Venture Contract dated May 23, 2017, by and between Ginger Capital Investment Holding Ltd. and Bionik Laboratories Corp.
(incorporated by reference to the Company’s Annual Report on Form 10-K for the Fiscal Year ended March 31, 2017, filed
with the Commission on June 29, 2017)
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10.23
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Convertible
Promissory Notes in the principal amount of $200,000 to Leizhang, as holder (incorporated by reference to the Company’s
Annual Report on Form 10-K for the Fiscal Year ended March 31, 2017, filed with the Commission on June 29, 2017)
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10.24
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Convertible
Promissory Notes in the principal amount of $150,000 to Bluestone International Capital LLC, as holder (incorporated by reference
to the Company’s Annual Report on Form 10-K for the Fiscal Year ended March 31, 2017, filed with the Commission on June
29, 2017)
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10.25
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Convertible
Promissory Notes in the principal amount of $150,000 to Ginger Capital, LLC, as holder (incorporated by reference to the Company’s
Annual Report on Form 10-K for the Fiscal Year ended March 31, 2017, filed with the Commission on June 29, 2017)
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10.26
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Demand
Notes in favor of Neville Hogan, in the aggregate principal amount of $50,000 (incorporated by reference to the Company’s
Annual Report on Form 10-K for the Fiscal Year ended March 31, 2017, filed with the Commission on June 29, 2017)
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10.27
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Amendments
to Demand Notes with Neville Hogan (incorporated by reference to the Company’s Annual Report on Form 10-K for the Fiscal
Year ended March 31, 2017, filed with the Commission on June 29, 2017)
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10.28
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Demand
Notes in favor of Hermano Igo Krebs, in the aggregate principal amount of $120,000 (incorporated by reference to the Company’s
Annual Report on Form 10-K for the Fiscal Year ended March 31, 2017, filed with the Commission on June 29, 2017)
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10.29
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Amendments
to Demand Notes with Hermano Igo Krebs (incorporated by reference to the Company’s Annual Report on Form 10-K for the
Fiscal Year ended March 31, 2017, filed with the Commission on June 29, 2017)
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10.30
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Demand
Notes in favor of Rodolfo Rohr, in the aggregate principal amount of $130,000 (incorporated by reference to the Company’s
Annual Report on Form 10-K for the Fiscal Year ended March 31, 2017, filed with the Commission on June 29, 2017)
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10.31
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Amendments
to Demand Notes with Rodolfo Rohr (incorporated by reference to the Company’s Annual Report on Form 10-K for the Fiscal
Year ended March 31, 2017, filed with the Commission on June 29, 2017)
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10.32
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License
Agreement by and between Bionik Laboratories Corp. and China Bionik Medical Rehabilitation Technology Ltd. dated May 17, 2017
(incorporated by reference to the Company’s Annual Report on Form 10-K for the Fiscal Year ended March 31, 2017, filed
with the Commission on June 29, 2017)
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10.33
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Distribution
Agreement by and between Bionik Laboratories Corp. and China Bionik Medical Rehabilitation Technology Ltd. dated May 17, 2017
(incorporated by reference to the Company’s Annual Report on Form 10-K for the Fiscal Year ended March 31, 2017, filed
with the Commission on June 29, 2017)
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10.34
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Joint
Development and Manufacturing Agreement by and between Bionik Laboratories Corp. and Wistron Medical Tech Holding Company
(incorporated by reference to the Company’s Annual Report on Form 10-K for the Fiscal Year ended March 31, 2017, filed
with the Commission on June 29, 2017)
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10.35
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First
Amendment to Tim McCarthy Employment Agreement (incorporated by reference to the Company’s Current Report on Form 8-K
filed on August 9, 2017)
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10.36
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Equity
Compensation Agreement between the Company and 4A Consulting and Engineering (incorporated by reference to the Company’s
Current Report on Form 8-K filed on September 11, 2017)
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10.37
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Form
of Convertible Promissory Note in the principal amount of up to $2,000,000 (incorporated by reference to the Company’s
Current Report on Form 8-K filed on September 11, 2017)
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10.38
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Peter
Bloch Separation Agreement (incorporated by reference to the Company’s Current Report on Form 8-K filed on September
11, 2017)
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10.39
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Eric
Dusseux Employment Agreement (incorporated by reference to the Company’s Current Report on Form 8-K filed on September
11, 2017)
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10.40
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Equity
Compensation Agreement between the Company and Eric Dusseux (incorporated by reference to the Company’s Current Report
on Form 8-K filed on September 11, 2017)
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10.41
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Form
of Subscription Agreement for the sale of up to $2,000,000 in Convertible Promissory Notes (incorporated by reference to the
Company’s Current Report on Form 8-K filed on September 20, 2017)
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10.42
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Form
of Convertible Promissory Note (incorporated by reference to the Company’s Current Report on Form 8-K filed on September
20, 2017)
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10.43
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Form
of Common Stock Purchase Warrant (incorporated by reference to the Company’s Current Report on Form 8-K filed on September
20, 2017)
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10.44
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Allonge
#1 to Convertible Promissory Note (incorporated by reference to the Company’s Current Report on Form 8-K filed on September
20, 2017)
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10.45
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Form
of Allonge #2 to Convertible Promissory Notes (incorporated by reference to the Company’s Current Report on Form 8-K
filed on September 20, 2017)
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10.46
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Form
of Allonge to Common Stock Purchase Warrant (incorporated by reference to the Company’s Current Report on Form 8-K filed
on September 20, 2017)
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10.47
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Allonge
to Demand Note (incorporated by reference to the Company’s Current Report on Form 8-K filed on December 14, 2017)
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10.48
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Allonge
to Demand Note (incorporated by reference to the Company’s Current Report on Form 8-K filed on December 14, 2017)
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10.49
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Amendment
No. 1 to Convertible Promissory Notes (Incorporated by reference to the Company’s Current Report on Form 8-K filed on
February 5, 2018)
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10.50
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Promissory
Note, dated February 2, 2018 (Incorporated by reference to the Company’s Current Report on Form 8-K filed on February
5, 2018)
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10.51
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Form
of Subscription (Incorporated by reference to the Company’s Quarterly Report for the fiscal quarter ended December 31,
2017, filed on February 13, 2018)
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10.52
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Form
of Convertible Promissory Note (Incorporated by reference to the Company’s Quarterly Report for the fiscal quarter ended
December 31, 2017, filed on February 13, 2018)
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10.53**
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Distribution
Agreement (Incorporated by reference to the Company’s Current Report on Form 8-K, filed on March 7, 2018)
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10.54
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Amended
Separation Agreement, effective as of March 13, 2018, by and between the Company and Peter Bloch (Incorporated by reference
to the Company’s Current Report on Form 8-K filed on March 14, 2018)
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10.55
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Exchange
Agreement, dated as of March 12, 2018 (Incorporated by reference to the Company’s Current Report on Form 8-K filed on
March 14, 2018)
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10.56
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Promissory
Note, dated March 14, 2018 (Incorporated by reference to the Company’s Current Report on Form 8-K filed on March 14,
2018)
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10.57
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Allonge
to Convertible Promissory Notes (Incorporated by reference to the Company’s Current Report on Form 8-K filed on April
3, 2018)
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10.58
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Allonge
to Common Stock Purchase Warrants (Incorporated by reference to the Company’s Current Report on Form 8-K filed on April
3, 2018)
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10.59
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Exchange
Agreement, dated March 30, 2018 (Incorporated by reference to the Company’s Current Report on Form 8-K filed on April
3, 2018)
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10.60
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Promissory
Note, dated as of April 12, 2018 (Incorporated by reference to the Company’s Current Report on Form 8-K filed on April
18, 2018)
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10.61
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Promissory
Note, dated as of May 24, 2018 (Incorporated by reference to the Company’s Current Report on Form 8-K filed on May 31,
2018)
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10.62
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Promissory
Note, dated as of April 26, 2018 (Incorporated by reference to the Company’s Annual Report on Form 10-K, filed on June
27, 2018)
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10.63
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|
Promissory
Note, dated as of May 10, 2018 (Incorporated by reference to the Company’s Annual Report on Form 10-K, filed on June
27, 2018)
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10.64
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Employment
Agreement with Renaud Maloberti (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on June
11, 2018)
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10.65
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Promissory
Note, dated as of June 12, 2018 (Incorporated by reference to the Company’s Annual Report on Form 10-K, filed on June
27, 2018)
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10.66
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Promissory
Note, dated as of June 22, 2018 (Incorporated by reference to the Company’s Annual Report on Form 10-K, filed on June
27, 2018)
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10.67
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|
Form
of Stock Option Agreement (Incorporated by reference to the Company’s Annual Report on Form 10-K, filed on June 27,
2018)
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10.68
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|
Form
of Subscription Agreement (Incorporated by reference to the Company’s Current Report on Form 8-K, filed on July 5, 2018)
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10.69
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Form
of Convertible Promissory Note (Incorporated by reference to the Company’s Current Report on Form 8-K, filed on July
5, 2018)
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10.70
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Exchange
Agreement, dated as of June 28, 2018 (Incorporated by reference to the Company’s Current Report on Form 8-K, filed on
July 5, 2018)
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10.71
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|
Form
of Subscription Agreement (Incorporated by reference to the Company’s Current Report on Form 8-K, filed on October 12,
2018)
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10.72
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Form
of Convertible Promissory Note (Incorporated by reference to the Company’s Current Report on Form 8-K, filed on October
12, 2018)
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10.73
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|
Sale
of Goods Agreement, dated as of December 13, 2018, by and between Bionik Inc. and CHC Management Services, LLC (Incorporated
by reference to the Company’s Current Report on Form 8-K, filed on December 17, 2018)
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10.74
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Form
of Allonge to Short-Term Convertible Promissory Notes
(Incorporated by reference to the Company’s Current Report
on Form 8-K, filed on February 14, 2019)
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10.75
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|
Form
of Allonge to Bridge Notes (Incorporated by reference to the Company’s Current Report on Form
8-K, filed on February 14, 2019)
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14.1
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Code
of Business Conduct and Ethics (Incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2014)
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21.1
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List
of Subsidiaries (Incorporated by reference to the Company’s Registration Statement on Form S-1/A-3 (Registration Number
333-207581), filed with the Commission on May 13, 2016)
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23.1*
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Consent of MNP, LLP
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23.2*
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|
Consent of Ruskin Moscou Faltischek, P.C. (contained in the Opinion of Ruskin Moscou Faltischek, P.C. under Exhibit
5.1)
|
24.1
|
|
Power of Attorney (Included on signature
page)
|
|
|
|
101.INS*
|
|
XBRL Instance Document
|
101.SCH
*
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
*
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
*
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
* Previously filed.
** Portions of this document have been
omitted and submitted separately with the Securities and Exchange Commission pursuant to a request for “Confidential Treatment”.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Toronto, Province of Ontario, on February 15, 2019.
|
Bionik Laboratories Corp.
|
|
|
|
By:
|
/s/ Eric Dusseux
|
|
|
Eric Dusseux
|
|
|
Chief Executive Officer
|
Pursuant to the requirements of the Securities
Act of 1933, this Registration Statement on Form S-1 has been signed by the following persons in the capacities and on the dates
indicated.
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Eric Dusseux
|
|
Chief Executive Officer and Director
|
|
February 15, 2019
|
Eric Dusseux
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Leslie Markow
|
|
Chief Financial Officer
|
|
February 15, 2019
|
Leslie Markow
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
|
*
|
|
Chairman and Director
|
|
February 15, 2019
|
Andre Auberton
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 15, 2019
|
Remi Gaston Dreyfus
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 15, 2019
|
P. Gerald Malone
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 15, 2019
|
Joseph Martin
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February 15, 2019
|
Charles Matine
|
|
|
|
|
|
|
|
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|
|
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Director
|
|
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Audrey Thevernon
|
|
|
|
|
*
|
Leslie Markow, pursuant to Powers of Attorney (executed by each of the officers and directors listed above and indicated as signing above, and filed with the Securities and Exchange Commission), by signing her name hereto does hereby sign and execute this Amendment to the Registration Statement on behalf of each of the persons referenced above.
|
*
|
By
|
/s/ Leslie Markow
|
|
February 15, 2019
|
|
|
Leslie Markow
|
|
|
|
|
Attorney-in-fact
|
|
|
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