Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - Bionik Laboratories Corp. | tm2123532d1_ex99-1.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): July 26, 2021 |
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. ¨ |
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 Definitive 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 |
On July 26, 2021, a subscriber loaned to Bionik Laboratories Corp. (the “Company”), and the Company issued to the subscriber a secured convertible promissory note in the principal amount of, $1,000,000, pursuant to the terms of the Company’s recently announced secured convertible promissory note (the “Convertible Notes”) offering (the “Offering”). Pursuant to the Offering, the Company is offering for sale up to $10,000,000 in Convertible Notes to accredited investors and non-U.S. persons. As a result of the Company’s previously announced debt restructuring and investments into the Convertible Notes, the Company has issued an aggregate of approximately $8.3 million in principal of Convertible Notes, of which an aggregate of $5,000,000 was purchased for cash and the remainder was issued as a result of such restructuring.
The Company intends to use the net cash proceeds from the Offering for the Company’s working capital and general corporate purposes.
The Convertible 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 earlier of (the “Maturity Date”): (a) March 31, 2022 and (b) the consummation of the Offering, provided that the Company raises in one or more tranches aggregate gross proceeds of no less than $10,000,000.
The Note 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 Lender, the outstanding principal and accrued and unpaid interest under the Note will be converted into shares of common stock at a conversion price of $9.50 per share (the “Conversion Price”). |
| · | Upon a change of control transaction prior to the Maturity Date, the outstanding principal and accrued and unpaid interest under the Note would, at the election of the holders of a majority of the outstanding principal of the Convertible Notes under the Offering, 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 (x) the Conversion Price, or (y) the per share consideration to be received by the holders of the common stock in such change of control transaction. |
To secure the prompt payment and performance to the holders of the Convertible Notes, the Company assigned, pledged and granted a continuing security interest in and to, and lien on, all of its Collateral (as defined in the Convertible Note).
The Convertible Notes contain customary events of default, which, if uncured, entitle the holder to accelerate the due date of the unpaid principal amount of, and all accrued and unpaid interest on, its Convertible Note.
The foregoing is a brief description of the subscription of the Convertible Note and the terms of the Convertible Note 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 this Current Report on Form 8-K, and the Convertible Note, the form of which is included as Exhibit 10.2 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 Convertible Note is incorporated by reference herein. The Convertible Note and, unless subsequently registered, the shares underlying the Convertible Note, 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”) and/or Regulation S under the Securities Act, as transactions by an issuer not involving any public offering and/or to non-U.S. persons.
| Item 7.01 | Regulation FD Disclosure |
On July 29, 2021, the Company issued a press release announcing that the Company raised $5 million in the Offering.
A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this report (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. This report will not be deemed an admission as to the materiality of any information herein (including Exhibit 99.1).
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit | Description | |
| 10.1 | Form of Subscription Agreement (1) | |
| 10.2 | Form of Convertible Promissory Note (1) | |
| 99.1 | Press Release |
| (1) | Incorporated by reference to the Company’s Form 8-K filed with the Securities and Exchange Commission on July 21, 2021. |
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: July 29, 2021
| BIONIK LABORATORIES CORP. | ||
| By: | /s/ Rich Russo Jr. | |
| Name: | Rich Russo Jr. | |
| Title: | Chief Financial Officer and Interim CEO | |