Securities Registration Statement (s-1/a)
February 25 2019 - 4:33PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on February 25, 2019
Registration No. 333-228044
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 7
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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11,776,000
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$
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1,427.25
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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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24,236,000
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$
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2,937.40
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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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$2,752.45 Previously paid.
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The Registrant hereby
amends this Registration Statement on Form S-1 on such date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such
date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
Bionik Laboratories
Corp. (the “Registrant”) is filing this Amendment No. 7 (this “Amendment”) to its Registration Statement
on Form S-1 (Registration No. 333-228044) for the sole purpose of amending the “Calculation of Registration Fee” table
contained on the facing page of the Registration Statement. No change is made to the preliminary prospectus constituting Part I
of the Registration Statement or Items 14, 15, 16 or 17 of Part II of the Registration Statement. Accordingly, this Amendment
consists only of the facing page, this explanatory note, Item 13 of Part II, and the signatures.
Item 13. Other Expenses of Issuance and Distribution
The following table sets forth the costs
and expenses expected to be incurred by Bionik Laboratories Corp. (the “Registrant”) in connection with this offering
described in this registration statement. All amounts shown are estimates, except the SEC registration fee.
Item
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Amount to
be paid
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SEC registration fee
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$
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2,937.40
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FINRA filing fee
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$
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2,144.00
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Nasdaq Listing Fee
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$
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50,000.00
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Printing expenses
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$
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20,000.00
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Legal fees and expenses
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$
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295,000.00
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Accounting fees and expenses
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$
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75,000.00
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Transfer Agent fees and expenses
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$
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5,000.00
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Miscellaneous expenses
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$
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94,918.60
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Total
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$
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545,000.00
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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 25, 2019.
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Bionik Laboratories Corp.
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By:
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/s/ Eric Dusseux
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Eric Dusseux
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Chief Executive Officer
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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
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Title
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Date
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/s/ Eric Dusseux
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Chief Executive Officer and Director
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February 25, 2019
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Eric Dusseux
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(Principal Executive Officer)
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*
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Chief Financial Officer
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February 25, 2019
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Leslie Markow
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(Principal Financial and Accounting Officer)
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*
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Chairman and Director
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February 25, 2019
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Andre Auberton
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*
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Director
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February 25, 2019
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Remi Gaston Dreyfus
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*
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Director
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February 25, 2019
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P. Gerald Malone
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*
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Director
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February 25, 2019
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Joseph Martin
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*
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Director
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February 25, 2019
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Charles Matine
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Director
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Audrey Thevernon
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*
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Eric Dusseux, 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 his name hereto does
hereby sign and execute this Amendment to the Registration Statement on behalf of each of the persons referenced
above.
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*
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By
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/s/ Eric Dusseux
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February 25, 2019
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Eric Dusseux
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Attorney-in-fact
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