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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): March 28, 2017
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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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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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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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☐
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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 1.01
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Entry into a Material Definitive Agreement
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The
information set forth in Item 2.03 in this Form 8-K is incorporated
herein by reference.
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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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On
March 28, 2016, Bionik Laboratories Corp. (the
“Registrant”) borrowed an aggregate of $500,000 (the
“Loan”) from existing lenders of the Registrant (the
“Lenders”), which Lenders have previously loaned to the
Registrant an aggregate principal amount of $1,500,000 between
December 2016 and February 2017 evidenced by existing convertible
promissory notes of the Registrant (the “Prior Notes”).
The Loan will be evidenced by a convertible promissory note or
notes in favor of the Lenders (collectively, the
“Note”).
The
Registrant intends to use the net proceeds from the Loan for the
Registrant’s working capital and general corporate
purposes.
The
Note bears interest at a fixed rate of 12% per annum, payable at
the earlier of November 15, 2017 and the consummation of a
“qualified financing”, as defined in the
Note.
In
addition, the Prior Notes have been amended so that the interest
rate has been increased to 12% per annum from 6% per annum as of
April 1, 2017, and the maturity date of the Prior Notes has been
extended to November 15, 2017, subject to the earlier consummation
of a “qualified financing”, as defined in the Prior
Notes.
The
Lenders have agreed that in the event the Registrant borrows money
from any third party on terms more favorable to the Registrant than
the terms of the Prior Notes or the Note, the Prior Notes and the
Note shall be deemed to have those terms.
The
Note is convertible into equity of the Registrant upon the
following events:
●
At
the option of the holders of a majority of the outstanding
principal of the Note and the Prior Notes, upon an equity or
equity-linked round of financing of the Registrant that raises
gross proceeds of $5,000,000 or more (less the principal amount of
the Note and the Prior Notes), the outstanding principal, accrued
interest and a 10% premium, shall be payable in cash or converted
into such equity upon the price thereof in the qualified
financing.
●
Upon
an equity or equity-linked round of financing of the Registrant
that raises gross proceeds of $3,500,000 or more and less than
$5,000,000 (less the principal amount of the Note and the Prior
Notes), the outstanding principal, accrued interest and a 10%
premium, shall be converted into such equity upon the price thereof
in the qualified financing.
●
At
the option of the holders of a majority of the outstanding
principal of the Note and the Prior Notes, upon a change of control
event.
The
Registrant agreed to grant to the Lenders a security interest on
all of the Registrant’s assets in the event the Registrant
does not consummate an equity or equity-linked round of financing
that raises gross proceeds of $3,500,000 or more (less the
principal amount of the Note and the Prior Notes) by November 15,
2017.
The
Note contains customary events of default, which, if uncured,
entitle each Lender to accelerate the due date of the unpaid
principal amount of, and all accrued and unpaid interest on, the
Note.
In
addition, the Lenders shall be granted warrants (the
“Warrants”) exercisable for three years to purchase a
number of shares of common stock of the Registrant equal to 15% of
the aggregate principal amount of the Loan and the Prior Notes, at
an exercise price per share equal to the price per common share at
the Registrant’s next equity or equity-linked
financing.
The
issuance of the Note and the Warrants will not be registered under
the Securities Act. The Registrant relied upon the exemption from
securities registration provided by Section 4(a)(2) under the
Securities Act of 1933, as amended, for transactions not involving
a public offering.
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 3, 2017
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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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