Attached files
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| EX-99 - EXHIBIT - Bionik Laboratories Corp. | exhibit.htm |
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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): May 12, 2015
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BIONIK LABORATORIES CORP.
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(Exact Name of Registrant as Specified in Its Charter)
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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
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(Former Name or Former Address, if Changed Since Last Report)
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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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Item 4.01
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Changes in Registrant’s Certifying Accountant.
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Effective May 12, 2015, the Board of Directors of Bionik Laboratories Corp. (the “Company”) dismissed Cutler & Co., LLC (“Cutler”) as its independent registered accountant and engaged MNP LLP (“MNP”) to serve as its independent registered accounting firm. Cutler’s audit reports on the Company’s financial statements for the fiscal years ended December 31, 2014 and 2013 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that the audit reports included an explanatory paragraph with respect to the uncertainty as to the Company’s ability to continue as a going concern. During the years ended December 31, 2014 and 2013 and during the subsequent interim period preceding the date of Cutler’s dismissal, there were (i) no disagreements with Cutler on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Cutler would have caused Cutler to make reference to the subject matter of the disagreements in connection with its reports and (ii) no reportable events (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).
MNP has been the independent registered accounting firm for Bionik Laboratories Inc., a Canadian corporation and the indirect subsidiary of the Company since February 26, 2015. Prior to engaging MNP, the Company did not consult with MNP regarding (i) the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to the Company nor oral advice was provided to the Company that MNP concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing, or financial reporting issue or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).
The Company has requested Cutler to furnish it with a letter addressed to the SEC stating whether it agrees with the statements made above by the Company. The Company has filed this letter as an exhibit to this 8-K.
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Item 5.02
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Departure of Directors or Principal Officers; Election of Directors: Appointment of Principal Officers
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On May 12, 2015, the Board of Directors of the Company authorized an increase in the number of members of the Board of Directors from four to five, and appointed Mr. Marc Mathieu as a director of the Company to fill the vacancy created by such increase, to serve until his successor shall have been duly elected and qualify or as otherwise provided in the By-Laws of the Company.
Mr. Marc Mathieu has been Senior Vice President of Global Marketing at Unilever since April 2011, where he is responsible for the development of Unilever’s global marketing strategy. Mr. Mathieu has also overseen the implementation of pivotal programs such as Project Sunlight, the first Unilever brand consumer initiative to motivate millions of people to adopt more sustainable lifestyles, and The Unilever Foundry, a platform that provides a single entry-point for innovative start-ups seeking to partner with Unilever. Since January 2011, Mr. Mathieu has been the Chairman and Co-founder of We&Co, a social app for People who provide and enjoy great service. From January 2009 through August 2011, Mr. Mathieu founded and was principal of the strategic brand consultancy, BeDo, which worked to build brands with purpose and fuse marketing and sustainability agendas. From 1996 through 2008, Mr. Mathieu held various positions at Coca-Cola, culminating in Senior Vice President Global Brand Marketing. He sits on the Advisory Panel of the Guardian Digital and Media network and writes for Marketing Week magazine. He is a regular conference and keynote speaker on themes such as the Future of Marketing. Mr. Mathieu has a passion for theatre and sits on the Board of Directors for the Almeida Theatre and Punchdrunk.
The Company believes Mr. Mathieu is qualified to serve as a member of the Board of Directors due to his marketing experience.
Upon appointment, the Company granted to Mr. Mathieu a cash payment of $12,000 in accordance with the Company’s recently adopted remuneration terms for non-employee directors.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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16.1
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Letter of Cutler & Co., LLP to the Securities and Exchange Commission, dated May 14, 2015 regarding statements included in this Current Report on Form 8-K.
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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: May 14, 2015
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BIONIK LABORATORIES CORP.
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By:
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/s/ Peter Bloch
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Name:
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Peter Bloch
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Title:
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Chief Executive Officer
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