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): August 3, 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 1.01 Entry into a Material Definitive Agreement.

 

The information set forth in Item 5.02 of this Form 8-K is incorporated herein by reference.

 

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

 

On August 3, 2017, Bionik Laboratories Corp. (the “Company”) entered into a First Amendment to Employment Agreement (the “Amendment”), dated as of August 2, 2017, with Tim McCarthy, the Company’s Chief Commercialization Officer. The Amendment amends Mr. McCarthy’s Employment Agreement with the Company entered into in August 2016 (the “Employment Agreement”).

 

Pursuant to the Amendment, among other things, Mr. McCarthy’s duties have been expanded to oversee the Company’s development programs and operations. In return, Mr. McCarthy’s severance upon termination for other than cause, as provided in the Employment Agreement, was increased to nine months’ salary and benefits plus one month salary for every full year of service to the Company plus accrued vacation and pro rata bonus, if any.

 

The Amendment also provides that Mr. McCarthy will be granted:

 

· 7-year options to purchase 1,500,000 shares of the Company’s common stock, at an exercise price per share equal to the fair market value of the Company’s common stock on the date of grant, and which shall vest equally over a 3 year period commencing one year from the date of grant and in the two subsequent years on the anniversary of the grant date.

 

· 7-year options to purchase 250,000 shares of the Company’s common stock, at an exercise price per share equal to the fair market value of the Company’s common stock on the date of grant, and which shall vest upon, and if and only if, the Company achieves no less than $5.0 million in sales (as provided in the Company’s audited Consolidated Statements of Operations and Comprehensive (Loss) Income) for the fiscal year ending March 31, 2019.

 

· 7 year options to purchase 250,000 shares of the Company’s common stock, at an exercise price per share equal to the fair market value of the Company’s common stock on the date of grant, and which shall vest upon, and if and only if, the Company achieves no less than $10.0 million in sales (as provided in the Company’s audited Consolidated Statements of Operations and Comprehensive (Loss) Income) for the fiscal year ending March 31, 2020.

 

The foregoing is intended only to be a summary of the Amendment, and is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on 8-K, and which is incorporated by reference herein.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit   Description
     
10.1   First Amendment to Employment Agreement

 

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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: August 8, 2017

 

  BIONIK LABORATORIES CORP.  
       
       
  By: /s/ Peter Bloch  
  Name:  Peter Bloch  
  Title:  Chief Executive Officer  

 

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Exhibit 10.1

 

FIRST AMENDMENT TO

EMPLOYMENT AGREEMENT

 

This First Amendment (this “Amendment”) to the Employment Agreement (the “Agreement”) by and between Bionik Laboratories Corp., a Delaware corporation, and Tim McCarthy, is made as of the 2 nd day of August, 2017, by and between the Company and the Employee (capitalized terms used herein and not otherwise defined shall have the meanings ascribed to those terms in the Agreement).

 

RECITALS

 

WHEREAS, the Company and the Employee are parties to the Agreement; and

 

WHEREAS, the Company and the Employee desire to amend the Agreement as more particularly set forth herein; and

 

WHEREAS, Section 6.6 of the Agreement provides, in part, that no amendment to the Agreement shall be valid or binding unless set forth in writing and duly executed by both of the parties thereto.

 

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the parties hereto agree as follows:

 

1.         Amendments to Agreement .

 

(a)       The first paragraph of Section 1.3 of ARTICLE 1 of the Agreement is hereby amended and restated as follows:

 

“Reporting and Duties. The Employee shall report to the Chief Executive Officer of the Company. The Employee shall be responsible for the preparation and implementation of the commercialization strategy for the Company and each of the Company’s existing and planned products from time to time, support any and all partnering efforts associated with the Company’s existing and planned products, overseeing the Company’s development programs and operations, and perform all of the normal and customary duties, responsibilities and authorities customarily accorded to, and expected of the Position, including those duties, responsibilities and authorities as may be reasonably designated by the Chief Executive Officer of the Company or the Board from time to time (collectively, the “Duties”). The Employee understands and agrees that the Position requires travel to the Company’s chief executive offices in Toronto, Canada from time to time, as well as other destinations, to fulfill the Duties. The Employee agrees to comply with all applicable rules of the Company.”

 

(b)       Section 5.2 of ARTICLE 5 of the Agreement is hereby amended and restated as follows:

 

“Termination by Company for Other than Cause. The Company may terminate this Agreement and the Employee’s employment, for any reason without cause and provided that the Employee executes a general release to be provided to the Company in form and substance acceptable to the Company, the Company shall pay to the Employee an amount equal to nine (9) months’ salary and benefits plus one (1) month salary for every full year of service to the Company (the “Severance”) plus accrued vacation and pro-rata bonus, if any.”

 

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2.        Incentive Compensation . As of the date hereof, the Employee shall be granted the following, all under and pursuant to the Plan, based on the terms of the Plan:

 

(a)       The Employee shall be granted seven (7) year options (which shall be incentive options to the extent applicable and available) to purchase an aggregate of 1,500,000 shares of the Company’s common stock, at an exercise price per share equal to the fair market value of the Company’s common stock on the date of grant, and which shall vest equally over a three (3) year period commencing one year from the date of grant and in the two subsequent years on the anniversary of the grant date.

 

(b)       The Employee shall be granted seven (7) year options (which shall be incentive options to the extent applicable and available) to purchase an aggregate of 250,000 shares of the Company’s common stock, at an exercise price per share equal to the fair market value of the Company’s common stock on the date of grant, and which shall vest upon, and if and only if, the Company achieves no less than $5.0 million in sales (as provided in the Company’s audited Consolidated Statements of Operations and Comprehensive (Loss) Income) for the fiscal year ending March 31, 2019.

 

(c)       The Employee shall be granted seven (7) year options (which shall be incentive options to the extent applicable and available) to purchase an aggregate of 250,000 shares of the Company’s common stock, at an exercise price per share equal to the fair market value of the Company’s common stock on the date of grant, and which shall vest upon, and if and only if, the Company achieves no less than $10.0 million in sales (as provided in the Company’s audited Consolidated Statements of Operations and Comprehensive (Loss) Income) for the fiscal year ending March 31, 2020.

 

3.        Miscellaneous .

 

(a)       Except as expressly set forth herein, the Agreement shall remain in full force and effect.

 

(b)       The headings of the sections of this Amendment have been inserted for convenience of reference only and shall not be deemed to be a part of this Amendment.

 

(c)       This Amendment, together with the Agreement, contain the entire agreement between the Company and the Employee with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous agreements and understandings with respect thereto.

 

(d)       This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement. Fax and electronic signatures shall be deemed originals for all purposes hereof.

 

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(e)       This Amendment shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts.

 

 

[Remainder Of This Page Intentionally Left Blank; Signature Page Follows]

 

 

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IN WITNESS WHEREOF, the undersigned have executed and delivered this Amendment as of the day and year first written above.

 

  COMPANY:  
     
  Bionik Laboratories Corp.  
       
       
  By: /s/ Peter Bloch  
  Name:  Peter Bloch  
  Title:  Chairman and CEO  
       
       
  EMPLOYEE:  
       
       
  /s/ Tim McCarthy  
  Tim McCarthy  

 

 

 

 

[SIGNATURE PAGE TO AMENDMENT]

 

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