Attached files
| file | filename |
|---|---|
| EX-3.1 - EXHIBIT 3.1 - Bionik Laboratories Corp. | tv478906_ex3-1.htm |
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): November 6, 2017
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.) |
|
483 Bay Street, N105 Toronto, ON |
M5G 2C9 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (416) 640-7887
(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. ¨
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On November 8, 2017, as approved by the stockholders of Bionik Laboratories Corp. (the “Company”) at the annual meeting of the Company’s stockholders held on November 6, 2017, the Company filed a Certificate of Amendment to its Restated Certificate of Incorporation, with the Secretary of State of the State of Delaware to increase the number of authorized shares of the Common Stock from 150,000,000 to 250,000,000 shares (the “Certificate of Amendment”).
The foregoing description of the Certificate of Amendment is not complete and is subject to, and qualified in its entirety by, the full text of the Certificate of Amendment, which is attached to this Current Report on Form 8-K as Exhibit 3.1, the terms of which are incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
The Annual Meeting of Stockholders (the “Annual Meeting”) of the Company was held on November 6, 2017. At the Annual Meeting, the stockholders voted on the following four proposals and cast their votes as described below. The proposals are described in more detail in the Company’s Definitive Revised Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on October 5, 2017.
| Proposal 1: | Election of the five nominees listed below to serve on the Board of Directors of the Company until the next Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified: |
|
Nominee |
For |
Withhold Authority | ||
| Peter Bloch | 49,919,866 | 15,526,251 | ||
| Eric Michel Dusseux | 61,942,857 | 3,503,260 | ||
| Michal Prywata | 57,389,736 | 8,056,381 | ||
| Marc Mathieu | 64,768,048 | 678,069 | ||
| Remi Gaston Dreyfus | 61,722,288 | 3,503,260 |
| Proposal 2: | To approve an amendment to the Company’s restated certificate of incorporation to effect a reverse stock split of its issued and outstanding common stock of up to 1:40. |
|
For |
Against |
Abstain | ||
| 55,528,546 | 13,020,342 | 250,483 |
| Proposal 3: | To approve an amendment to the Company’s restated certificate of incorporation to increase the number of authorized shares of common stock from 150,000,000 to 250,000,000 shares. |
|
For |
Against |
Abstain | ||
| 64,102,394 | 4,249,556 | 447,422 |
| Proposal 4. | To ratify MNP, LLP as the Company’s independent public accountants for the year ending March 31, 2018. |
|
For |
Against |
Abstain | ||
| 65,497,838 | 1,777,562 | 1,768,722 |
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
The following documents are furnished herewith as exhibits to this report:
| Exhibit Number | Description of Exhibit |
| 3.1 | Amendment to Restated Certificate of Incorporation |
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: November 8, 2017
| BIONIK LABORATORIES CORP. | |||
| By: | /s/ Leslie Markow | ||
| Name: | Leslie Markow | ||
| Title: | Chief Financial Officer | ||