Current Report Filing (8-k)
April 06 2022 - 4:31PM
Edgar (US Regulatory)
0001508381
false
0001508381
2022-03-31
2022-03-31
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES |
SECURITIES AND EXCHANGE COMMISSION |
WASHINGTON, DC 20549 |
|
FORM 8-K |
CURRENT REPORT PURSUANT |
TO SECTION 13 OR 15(D) OF THE |
SECURITIES EXCHANGE ACT OF 1934 |
|
Date
of report (Date of earliest event reported): March 31, 2022 |
BIONIK
LABORATORIES CORP.
(Exact Name of Registrant
as Specified in Its Charter)
Delaware |
|
000-54717 |
|
27-1340346 |
(State or Other Jurisdiction of
Incorporation or Organization) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
80 Coolidge Hill Road,
Watertown, MA |
|
02472 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s Telephone Number,
Including Area Code: (617) 926-4800
(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):
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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). |
|
Emerging growth company ¨ |
|
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. ¨ |
|
Securities registered pursuant to Section 12(b) of the Act:
Title of each
class |
Trading Symbol |
Name of each
exchange on which registered |
Not applicable |
Not applicable |
Not applicable |
Item 3.02 |
Unregistered Sales of Equity Securities. |
On March 31, 2022, the outstanding
convertible promissory notes of Bionik Laboratories Inc. (the “Company”) with an aggregate principal amount of
$8,286,790 ($8,988,834 with interest), originally issued by the Company between July 15, 2021 and July 22, 2021, including to an
affiliate of Remi Gaston-Dreyfus (a director of the Company) and to Celeste Management (a representative of which is an observer to
the Company’s Board of Directors), converted in accordance with their terms into an aggregate of 946,193 shares (the “Conversion
Shares”) of the common stock of the Company (the “Conversion”). The Conversion Shares issued upon Conversion were
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”), Section 3(a)(9) of the Securities Act and/or Regulation S under the Securities Act.
The information set forth in Item 3.02 is incorporated
by reference into this Item 8.01.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. |
|
Description |
|
|
|
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: April 6, 2022
|
BIONIK LABORATORIES CORP. |
|
|
|
|
By: |
/s/ Rich Russo |
|
Name: |
Rich Russo |
|
Title: |
Chief Financial Officer |
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