| 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 14, 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 Agreement. |
On December 14, 2017, Bionik Laboratories Corp. (the “Company”) entered into an Allonge to Demand Note, dated as of December 11, 2017, with respect to that certain Demand Note, dated January 23, 2013, as amended, and an Allonge to Demand Note, dated as of December 11, 2017, with respect to that certain Demand Note, dated January 25, 2013, as amended (collectively, the “Allonges”), each with Neville Hogan, an advisor to the Company, pursuant to which (i) Mr. Hogan shall not make any demand of any principal or accrued and unpaid interest on either of the Demand Notes referred to in the Allonges until June 30, 2018 (extended from December 31, 2017), or earlier in the discretion of the Company, and (ii) the interest rate of each of the Demand Notes referred to in the Allonges was changed to 12% per annum.
The foregoing description of the Allonges are not complete and are subject to and qualified in its entirety by reference to the Allonges, copies of which are attached as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, and are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit | Description | |
| 10.1 | Allonge to Demand Note | |
| 10.2 | Allonge to Demand Note |
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 14, 2017
| BIONIK LABORATORIES CORP. | ||
| By: | /s/ Leslie Markow | |
| Name: | Leslie Markow | |
| Title: | Chief Financial Officer | |
Exhibit 10.1
ALLONGE TO DEMAND NOTE
Allonge to that certain Demand Note in the principal amount of $25,000.00, dated January 23, 2013, as amended pursuant to that Amendment to Demand Note dated March 1, 2016 (the “Amendment”) attached hereto as Exhibit 1 and made a part hereof, from Interactive Motion Technologies, Inc. (now known as Bionik, Inc.), as Maker, to the order of Neville Hogan, as Holder (“Allonge”).
Borrower and Lender agree that, in consideration for the repayment on or about December 31, 2017 by Borrower of all accrued and unpaid interest under the Demand Note (the “Interest Repayment”), the Demand Note shall be further revised as follows:
1. Section 1 of the Amendment shall be amended to read as follows:
“1. Interest Rate. The interest rate as provided in the Note shall be 12% per annum as of the Interest Repayment.”
2. Section 2 of the Amendment shall be amended to read as follows:
“1. Maturity Date. Notwithstanding the demand feature of the Note, in no event shall the Note be due or payable, and the Lender shall not make any demand of any principal or accrued and unpaid interest, until June 30, 2018, or earlier in the discretion of the Borrower.”
This Allonge is intended to be attached to and made a permanent part of the Demand Note.
Dated this 11 th day of December, 2017.
| Maker: | BIONIK, INC. | |
| By: | /s/ Leslie Markow | |
| Name: | Leslie Markow | |
| Title: | Director | |
| Holder: | /s/ Neville Hogan | |
| Neville Hogan | ||
Exhibit 10.2
ALLONGE TO DEMAND NOTE
Allonge to that certain Demand Note in the principal amount of $25,000.00, dated January 25, 2013, as amended pursuant to that Amendment to Demand Note dated March 1, 2016 (the “Amendment”) attached hereto as Exhibit 1 and made a part hereof, from Interactive Motion Technologies, Inc. (now known as Bionik, Inc.), as Maker, to the order of Neville Hogan, as Holder (“Allonge”).
Borrower and Lender agree that, in consideration for the repayment on or about December 31, 2017 by Borrower of all accrued and unpaid interest under the Demand Note (the “Interest Repayment”), the Demand Note shall be further revised as follows:
1. Section 1 of the Amendment shall be amended to read as follows:
“1. Interest Rate. The interest rate as provided in the Note shall be 12% per annum commencing as of the Interest Repayment.”
2. Section 2 of the Amendment shall be amended to read as follows:
“1. Maturity Date. Notwithstanding the demand feature of the Note, in no event shall the Note be due or payable, and the Lender shall not make any demand of any principal or accrued and unpaid interest, until June 30, 2018, or earlier in the discretion of the Borrower.”
This Allonge is intended to be attached to and made a permanent part of the Demand Note.
Dated this 11 th day of December, 2017.
| Maker: | BIONIK, INC. | |
| By: | /s/ Leslie Markow | |
| Name: | Leslie Markow | |
| Title: | Director | |
| Holder: | /s/ Neville Hogan | |
| Neville Hogan | ||