Current Report Filing (8-k)
June 14 2022 - 4:59PM
Edgar (US Regulatory)
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2022-06-09
2022-06-09
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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): June 9, 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) |
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(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) |
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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)) |
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 |
Trading Symbol |
Name of each
exchange on which registered |
Not applicable |
Not applicable |
Not applicable |
Item 1.01 |
Entry Into A Material Agreement. |
The information set forth in Item 2.03 is incorporated
by reference into this Item 1.01.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of
a Registrant |
Between June 9, 2022 and June 10, 2022, Bionik
Laboratories Corp. (the “Company”) issued convertible promissory notes (the “Notes”) and borrowed an aggregate
of $500,000 (the “Loans”) from (each of which, a “Holder” and collectively, the “Holders”): an affiliate
of Remi Gaston-Dreyfus, a director of the Company ($200,000); an affiliate of André-Jacques Auberton-Hervé, the Chairman
of the Board of Directors of the Company ($100,000); and an existing investor and shareholder of the Company ($200,000). The Holders subscribed
to the Notes pursuant to a Subscription Agreement (the “Subscription Agreement”).
The Company intends to use the net proceeds 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 two year
anniversary of the issue date (the “Maturity Date”)
The Notes will be convertible into equity of the
Company upon the following events on the following terms:
| · | On the Maturity Date without any action on the
part of the Holders, the outstanding principal and accrued and unpaid interest under the Notes will be converted into shares of common
stock at a conversion price equal to the closing price of the Company’s common stock on the Maturity Date. |
| · | Upon the consummation of the next equity or equity
linked round of financing of the Company for cash proceeds (the “Qualified Financing”), without any action on the part of
the Holder, the outstanding principal and accrued and unpaid interest under the Note will be converted into the securities (or units of
securities if more than one security are sold as a unit) issued by the Company in one or more tranches in the context of the Qualified
Financing, based upon the issuance (or conversion) price of such securities. |
The Notes contain customary events of default,
which, if uncured, entitle the Holders 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 this Current Report on Form 8-K,
each of which are incorporated herein by reference.
Item 3.02 |
Unregistered Sales of Equity Securities. |
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.
Item 9.01 |
Financial Statements and Exhibits. |
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: June 14, 2022
|
BIONIK LABORATORIES CORP. |
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By: |
/s/ Rich Russo Jr. |
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Name: |
Rich Russo Jr. |
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Title: |
Chief Financial Officer and Interim CEO |
Bionik Laboratories (CE) (USOTC:BNKL)
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