SECURITIES AND EXCHANGE COMMISSION
Section 13 or 15(d) of the
Exchange Act of 1934
Date of report (Date of earliest event reported):
October 5, 2017
BIONIK LABORATORIES CORP.
of Registrant as Specified in Its Charter)
|(State or Other Jurisdiction of Incorporation or Organization)
||(Commission File Number)
||(IRS Employer Identification No.)|
483 Bay Street, N105
|(Address of Principal Executive Offices)
Registrant’s Telephone Number, Including
Area Code: (416) 640-7887
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
||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).
growth company ¨
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. ¨
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
As of October 5, 2017, an existing investor
(the “Lender”) of Bionik Laboratories Corp. (the “Company”) subscribed for a convertible promissory note
(the “Note”) in substantially the form attached as Exhibit 10.2 to the Company’s Current Report on Form 8-K,
filed with the Securities and Exchange Commission on September 20, 2017 (the “Previous 8-K”), and loaned to the Company
$100,000 (the “Loan”). The Loan represents an additional tranche borrowed pursuant to the $2,000,000 loan approved
by the Board of Directors of the Company on September 1, 2017 and previously announced (the “Aggregate Loan”), of which
an aggregate of $1,100,000 had been advanced as of September 28, 2017, for total borrowed principal through October 5, 2017 of
The Company intends to use the net proceeds
from the Loan for the Company’s working capital and general corporate purposes.
The Note bears interest at a fixed rate
of 3% per month, beginning on the Issue Date (as defined in the Note). Interest will be 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: (a) March 31, 2018 and (b) the consummation
of a Qualified Financing (as defined below)(the “Maturity Date”).
The Note will be convertible into equity
of the Company upon the following events on the following terms:
|·||Upon the consummation of the next equity
or equity-linked round of financing of the Company in whatever form or type that raises in one or more tranches aggregate gross
proceeds of US$7,000,000 or more, less the aggregate amount raised by the Company from the Aggregate Loan and certain convertible
promissory notes, as amended, in an aggregate principal amount of $2,000,000 issued by the Company to certain investors in December
2016 – March 2017 (the “Qualified Financing”), without any action on the part of the holder of the Note, the
(i) outstanding principal, (ii) accrued and unpaid interest under the Note and (iii) the Premium (as defined in the Note) will
be converted into New Round Stock (as defined in the Note) based upon the lesser of (A) the lowest issuance (or conversion) price
of (or into) New Round Stock in case there is more than one tranche of New Round Stock or (B) $0.25.|
|·||Upon a Change of Control transaction (as
defined in the Note) prior to a Qualified Financing, the (a) outstanding principal, (b) accrued and unpaid interest under the Note
and (c) the Premium would, at the election of the holder of a majority of the outstanding principal of the notes issues with respect
to the Aggregate Loan, 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 (A) the VWAP (as defined in the Note), or (B) the per share consideration to be received by the holders of the
Company’s common stock in such Change of Control transaction.|
In the event the Company is unsuccessful
in consummating a Qualified Financing by March 31, 2018, the Company shall promptly grant to the holder of the Note a security
interest on all of the Company’s assets and shall file a UCC-1 Financing Statement to perfect such security interest, and
shall execute and deliver such other documents, agreements and instruments that such holder reasonably requires to so grant and
perfect the security interest in the Company’s assets; provided, however, that such security interest shall be subject to
an intercreditor agreement or other similar agreement, in customary form, if and to the extent the Company enters into one or more
secured loans with third party lenders from the Issue Date through the Maturity Date, providing for pari passu rights among the
holder of the Note and such other third parties.
The Note contains customary events of default,
which, if uncured, entitle the holder of the Note to accelerate the due date of the unpaid principal amount of, and all accrued
and unpaid interest on, its Note.
In addition, the Lender was granted common
stock purchase warrants (the “Warrants”) exercisable for five years to purchase a number of shares of common stock
of the Company equal to 20% of the aggregate principal amount of the notes evidencing the Lender’s Aggregate Loan divided
by the Exercise Price (as defined below), at an exercise price per share based on the lesser of (a) the lowest issuance (or conversion)
price of New Round Stock (as defined in the Warrants) in case there is more than one tranche of New Round Stock in a Qualified
Financing (as defined in the Warrants), or (b) the average VWAP (as defined in the Warrants) for the 60 Trading Days immediately
prior to January 30, 2018, or (c) $0.25, in all cases subject to adjustment as provided in the Warrants (the “Exercise Price”).
The warrants issued to certain investors
in December 2016 – March 2017, have been amended to reflect the Exercise Price as reflected above, pursuant to an Allonge
The foregoing is a brief description of
the terms of the subscription of the Note, the Warrants and the Allonge and is qualified in its entirety by reference to the full
text of the form of Subscription Agreement, a copy of which is included as Exhibit 10.1 to the Previous 8-K, the form of Note,
a copy of which is included as Exhibit 10.2 to the Previous 8-K, the form of Warrant, a copy of which is included as Exhibit 10.3
to the Previous 8-K, and the form of Allonge, to be filed with the Company’s Quarterly Report on Form 10-Q for the fiscal
period ended September 30, 2017, all of which are incorporated herein by reference.
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 Note and Warrants, is incorporated by reference herein.
The Note and the Warrants and, unless subsequently registered, the shares underlying the Note and the Warrants, 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.
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: October 12, 2017
||BIONIK LABORATORIES CORP.
||/s/ Eric Michel Dusseux
||Eric Michel Dusseux
||Chief Executive Officer