Current Report Filing (8-k)
August 07 2019 - 3:02PM
Edgar (US Regulatory)
UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, DC 20549
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FORM 8-K
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CURRENT REPORT Pursuant
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to Section 13 or 15(d) of the
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Securities Exchange Act of 1934
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Date of report (Date of earliest event reported):
August 1, 2019
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Bionik
Laboratories Corp.
(Exact Name
of Registrant as Specified in Its Charter)
Delaware
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000-54717
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27-1340346
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(State or Other Jurisdiction of Incorporation or Organization)
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(Commission File Number)
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(IRS Employer Identification No.)
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483 Bay Street, N105
Toronto, ON
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M5G 2C9
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s Telephone Number, Including
Area Code: (416) 640-7887
(Former Name
or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (
see
General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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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 pursuant to Section 13(a) of the Exchange Act.
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Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol
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Name
of each exchange on which registered
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Not applicable
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Not applicable
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Not applicable
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Item 1.01
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Entry Into A Material Agreement.
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The information set forth in Item 2.03
is incorporated by reference into this Item 1.01.
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Item 2.03
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
of a Registrant
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Between August 1, 2019 and August 6,
2019, investors (the “Lenders”) of Bionik Laboratories Corp. (the “Company”) subscribed for
convertible promissory notes (the “Notes”) and loaned to the Company an aggregate of $1,250,000 (the
“Loans”). The Loans represent additional tranches borrowed pursuant to an up to $9,000,000 convertible note
offering (the “Offering”), for total borrowed principal through August 6, 2019 of $5,510,000. After payment of
certain fees, the Company will receive aggregate net proceeds of $1,200,000 of the Loans.
The Company intends to use the net proceeds,
after payment of fees and expenses, from the Loans for the Company’s working capital and general corporate purposes.
The Notes bear interest at a fixed rate
of 1% per month, computed based on a 360-day year of twelve 30-day months and will be payable, along with the principal amount,
on the earlier of (the “Maturity Date”): (a) March 30, 2020 and (b) the consummation of the Offering, provided that
the Company raises in one or more tranches aggregate gross proceeds of no less than US$9,000,000 (“Qualified Financing”).
The Notes will be convertible into equity
of the Company upon the following events on the following terms:
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·
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On the Maturity Date without any action
on the part of the Lenders, the outstanding principal and accrued and unpaid interest under the Notes will be converted into shares
of common stock at a conversion price of US$6.80 per share (the “Conversion Price”).
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·
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Upon a change of control transaction prior
to the Maturity Date, the outstanding principal and accrued and unpaid interest under the Notes would, at the election of the holders
of a majority of the outstanding principal of the loans under the Offering, be either (i) payable upon demand as of the closing
of such change of control transaction or (ii) convertible into shares of the Company’s common stock immediately prior to
such change of control transaction at a price per share equal to the lesser of (x) the Conversion Price, or (y) the per share consideration
to be received by the holders of the common stock in such change of control transaction.
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The Notes contain customary events of default,
which, if uncured, entitle the Lenders to accelerate the due date of the unpaid principal amount of, and all accrued and unpaid
interest on, their Notes.
The foregoing is a brief description of
the subscription of the Notes and the terms of the Notes and is qualified in its entirety by reference to the full text of the
form of Subscription Agreement and the form of the Note, the forms of which are included as Exhibits 10.1 and 10.2, respectively,
to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 17, 2019, each of
which are incorporated herein by reference.
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Item 3.02
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Unregistered Sales of Equity Securities.
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The disclosure set forth above in Item
2.03 of this Current Report on Form 8-K relating to the issuance of the Notes is incorporated by reference herein. The Notes and,
unless subsequently registered, the shares underlying the Notes, will be issued in reliance on the exemption from registration
provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), Regulation D promulgated
thereunder and/or Regulation S under the Securities Act.
SIGNATURES
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.
Date: August 7, 2019
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BIONIK LABORATORIES CORP.
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By:
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/s/ Leslie Markow
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Name:
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Leslie Markow
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Title:
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Chief Financial Officer
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Bionik Laboratories (CE) (USOTC:BNKL)
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