| 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): December 17, 2020 |
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 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 December 17, 2020, Bionik Laboratories Corp. amended the terms of its existing promissory note in the principal amount of $2,000,000 (the “Note”) with Celeste Management, pursuant to an Allonge (the “Allonge”), to extend the first interest payment date to March 31, 2021 (the “First Interest Payment Date”), with quarterly interest payments accruing for the periods ending on the three month, six month and nine month anniversaries of the issue date of the Note nevertheless being payable, without further interest thereon, pro rata from the First Interest Payment Date through the maturity date of the Note.
The foregoing is a brief description of the Allonge and is qualified in its entirety by reference to the full text of the Allonge, which is included as Exhibit 10.1 to this Current Report on Form 8-K and which is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit | Description | |
| 10.1 | Allonge to Promissory Note, dated December 17, 2020 |
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: December 18, 2020
| BIONIK LABORATORIES CORP. | ||
| By: | /s/ Richard Russo Jr. | |
| Name: | Richard Russo Jr. | |
| Title: | Chief Financial Officer | |
Exhibit 10.1
ALLONGE TO PROMISSORY NOTE
Allonge (this “Allonge”) to that certain Promissory Note (the “Promissory Note”) attached hereto as Exhibit 1 and made a part hereof in the principal amount of US$2,000,000.00, dated March 23, 2020, from Bionik Laboratories Corp., as obligor thereunder (“Maker”), to Celeste Management, as Holder (“Holder”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Promissory Note.
Maker and Holder agree that the Promissory Note shall be revised as follows:
1. Section 2.1(a) of the Promissory Note shall be amended and replaced in its entirety to read as follows:
“(a) The Quarterly Payments shall be payable in cash commencing on March 31, 2021 (the “First Interest Payment Date”), with the Quarterly Payments accruing for the first three (3) Interest Payment Dates (i.e., for the periods ending on the three (3) month, six (6) month and nine (9) month anniversaries of the Issue Date; the “Deferred Interest Payments”) nevertheless being payable, without further interest thereon, pro rata from the First Interest Payment Date through the Maturity Date (i.e., the payment on the First Interest Payment Date shall be the accrued and unpaid interest from December 24, 2020 through the First Interest Payment Date plus the pro rata amount of the Deferred Interest Payments assuming such amount is paid pro rata over the remaining quarters of the Loan term); and
Except as expressly reflected herein, the Promissory Note will remain in full force and effect. This Allonge is intended to be attached to and made a permanent part of the Promissory Note.
Dated as of the 17th day of December, 2020.
| Maker: | BIONIK LABORATORIES CORP. | ||
| By: | /s/ Eric Dusseux | ||
| Name: | Eric Dusseux | ||
| Title: | CEO | ||
| Holder: | CELESTE MANAGEMENT | ||
| By: | /s/ Dimitri Boulanger | ||
| Name: | Dimitri Boulanger | ||
| Title: | Chief Executive Officer | ||
EXHIBIT 1
PROMISSORY NOTE
2