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):
January 30, 2018
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Bionik
Laboratories Corp.
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(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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000-54717
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27-1340346
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Commission File Number)
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(IRS Employer Identification No.)
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483 Bay Street, N105
Toronto, ON
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M5G 2C9
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(Address of Principal Executive Offices)
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(Zip Code)
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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):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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
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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.
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Item
1.01
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Entry
Into A Material Agreement.
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As previously announced by Bionik
Laboratories Corp. (the “Company”), as of January 19, 2018 investors (the “Lenders”) of the Company
had subscribed for convertible promissory notes (the “Notes”) and loaned to the Company an aggregate of
approximately $1,510,000 pursuant to an up to $14,000,000 convertible note offering. As of January 30, 2018, the Company and
Lenders holding a majority in principal amount of the Notes entered into Amendment No. 1 to Convertible Promissory Notes (the
“Amendment”), pursuant to which the outside Maturity Date (as defined in the Notes) for all of the Notes was
extended until March 31, 2018 (from January 31, 2018). Accordingly, none of the Notes nor any other existing convertible
indebtedness converted into common stock or other equity security on January 31, 2018. Except as expressly reflected herein
and in the Amendment, the Notes will remain in full force and effect in accordance with their terms.
The foregoing description of the Amendment
is not complete and is subject to and qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit
10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
The information set forth in Item 2.03 is incorporated
by reference into this Item 1.01.
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Item 2.03
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Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
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On February 2, 2018, an existing investor of
the Company, who is an affiliate of Remi Gaston Dreyfus, a director of the Company, loaned $500,000 (the “$500K Loan”)
to the Company evidenced by a promissory note, dated February 2, 2018 (the “$500K Note”). The $500K Note bears interest
at a fixed rate of 1.5% per month, beginning on the Issue Date (as defined in the $500K Note). Interest will be 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: (i) March 31,
2018 and (ii) the date of receipt of an aggregate of $7,000,000 in loan proceeds to the Company from the sale of convertible promissory
notes. The $500K Note contains customary events of default, which, if uncured, entitle the holder of the $500K Note to accelerate
the due date of the unpaid principal amount of, and all accrued and unpaid interest on, the $500K Note. The foregoing is a brief
description of the terms of the $500K Note and is qualified in its entirety by reference to the full text of the $500K Note, a
copy of which is attached as Exhibit 10.2 to this Current Report on Form 8-K, and is incorporated herein by reference.
The Company intends to use the net proceeds
from the $500K Loan for the Company’s working capital and general corporate purposes.
On February 5, 2018, the Company issued a press
release announcing the launch of its improved InMotion Arm interactive robotic system for clinical rehabilitation of stroke survivors
and those with mobility impairments due to neurological conditions.
A copy of the press release is filed as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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Item
9.01
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Financial
Statements and Exhibits.
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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: February 5, 2018
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BIONIK LABORATORIES CORP.
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By:
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/s/ Leslie Markow
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Name:
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Leslie Markow
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Title:
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Chief Financial Officer
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Exhibit 10.1
AMENDMENT NO. 1 TO CONVERTIBLE PROMISSORY
NOTES
This
Amendment No. 1
to
Convertible Promissory Notes
(this
“Agreement”
)
is made as of January 29, 2018, by and among
Bionik Laboratories Corp.
, a
Delaware corporation (the
“Company”
), and the subscriber(s) identified on the signature pages hereto
(each, a
“Subscriber”
and collectively, the
“Subscribers”
).
WHEREAS
, the Company
and each Subscriber is a party to one of a series of a certain Subscription Agreement (the “
Subscription Agreement
”)
concerning the sale of up to US$14,000,000 in Convertible Promissory Notes (the “
Notes
”) from the Company;
WHEREAS
, the Subscribers
have purchased Notes from the Company pursuant to the Subscription Agreement;
WHEREAS
, Section
6.6 of the Notes, among other things, provides that the Notes may be amended with the written consent of the Company and the holders
of a majority in original aggregate principal amount of the Notes (a “
Majority in Interest
”);
WHEREAS
, the Company
and a Majority in Interest of the Subscribers desire to amend certain provisions of the Notes to reflect an extension of the Maturity
Date (as defined in the Notes”), as set forth below.
NOW THEREFORE
, the
Company and each Subscriber agree that the Original Agreement shall be revised as follows:
1. The
definition of “Maturity Date” in each of the Notes shall be amended and replaced to read as follows:
“
Maturity Date
”
shall mean the earlier of: (a) March 31, 2018 and (b) the consummation of a Qualified Financing.”
2. To
the extent that the Notes and/or the Subscription Agreement make any reference(s) to January 31, 2018, such reference(s) in the
Notes are hereby amended to read March 31, 2018.
Except as expressly reflected
herein, the Notes will remain in full force and effect. This Agreement is intended to be attached to and made a permanent part
of the Notes.
[Remainder of Page Intentionally Left Blank;
Signature Page Follows In Counterparts]
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Company:
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BIONIK LABORATORIES CORP.
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By:
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/s/
Eric Dusseux
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Name:
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Eric Dusseux
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Title:
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CEO
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Subscriber:
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By:
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/s/
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Name:
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Title:
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Exhibit 10.2
BIONIK LABORATORIES CORP.
PROMISSORY NOTE
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Principal Amount: US$500,000.00
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Issue Date: February 2, 2018
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Bionik
Laboratories Corp.
, a Delaware corporation (the
“Company”
), for value received, hereby promises
to pay to RGD Investissements S.A.S. or its permitted assigns or successors (the
“Holder”
), the principal
amount of Five Hundred Thousand Dollars (US$500,000.00) (the
“Principal Amount”
), without demand, on
the Maturity Date (as hereinafter defined), together with any accrued and unpaid interest due thereon. This Note shall bear interest
at a fixed rate of 1.5% per month, beginning on the Issue Date. Interest shall be computed based on a 360-day year of twelve 30-day
months and shall be payable, along with the Principal Amount, on the Maturity Date. Payment of all principal and interest due shall
be in such coin or currency of the United States of America as shall be legal tender for the payment of public and private debts
at the time of payment.
1.1
Definitions.
The terms defined in this
Section 1
whenever used in this Note shall have the respective meanings hereinafter specified.
“Event of Default”
shall have the meaning set forth in
Section 4.1
.
“Holder”
or
“Holders”
means the Person named above or any Person who shall thereafter become a recordholder of
this Note in accordance with the terms hereof.
“Issue Date”
means the issue date stated above.
“Maturity Date”
shall mean the earlier of (i) March 31, 2018 and (ii) the date of receipt of an aggregate of $7,000,000 in loan proceeds to the
Company from the sale of a convertible promissory note to a new investor to be agreed to by the Company and the Holder.
“Note”
means this Note, as amended, modified or restated.
“Person”
means an individual, corporation, partnership, limited liability company, association, trust, joint venture, unincorporated organization
or any government, governmental department or agency or political subdivision thereof.
2.1
Loss,
Theft, Destruction of Note.
Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or
mutilation of this Note and, in the case of any such loss, theft or destruction, upon receipt of indemnity or security reasonably
satisfactory to the Company, or, in the case of any such mutilation, upon surrender and cancellation of this Note, the Company
will make and deliver, in lieu of such lost, stolen, destroyed or mutilated Note, a new Note of like tenor and unpaid principal
amount dated as of the date hereof. This Note shall be held and owned upon the express condition that the provisions of this
Section
2.1
are exclusive with respect to the replacement of a mutilated, destroyed, lost or stolen Note and shall preclude any and
all other rights and remedies notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to
the replacement of negotiable instruments or other securities without their surrender.
2.2
Prepayment.
This Note may be prepaid by the Company in whole or in part.
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3.
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STATUS; RESTRICTIONS ON TRANSFER.
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3.1
Status
of Note.
This Note is a direct, general and unconditional obligation of the Company, and constitutes a valid and legally
binding obligation of the Company, enforceable in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency,
reorganization and other similar laws of general applicability relating to or affecting creditors’ rights and to general
principles of equity. This Note does not confer upon the Holder any right to vote or to consent or to receive notice as a stockholder
of the Company, as such, in respect of any matters whatsoever, or any other rights or liabilities as a stockholder.
3.2 COVENANTS.
In addition to the other covenants and agreements of the Company set forth in this Note, the Company covenants and agrees that
so long as this Note shall be outstanding, if any one or more events occur which constitute or which, with the giving of notice
or the lapse of time or both, would constitute an Event of Default or if the Holder shall demand payment or take any other action
permitted upon the occurrence of any such Event of Default, the Company will forthwith give notice to the Holder, specifying the
nature and status of the Event of Default or other event or of such demand or action, as the case may be.
4.1
Events
of Default.
“Event of Default”
wherever used herein means any one of the following events:
(a)
Default
in the due and punctual payment of the principal of, or any other amount owing in respect of (including interest), this Note when
and as the same shall become due and payable;
(b)
Default
in the performance or observance of any covenant or agreement of the Company in this Note (other than a covenant or agreement a
default in the performance of which is specifically provided for elsewhere in this
Section 4.1
), and the continuance of
such default for a period of 10 days after there has been given to the Company by the Holder a written notice specifying such default
and requiring it to be remedied;
(c)
The
entry of a decree or order by a court having jurisdiction adjudging the Company as bankrupt or insolvent; or approving as properly
filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under the Federal
Bankruptcy Code or any other applicable federal or state law, or appointing a receiver, liquidator, assignee, trustee or sequestrator
(or other similar official) of the Company or of any substantial part of its property, or ordering the winding-up or liquidation
of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 calendar days;
(d)
The
institution by the Company of proceedings to be adjudicated as bankrupt or insolvent, or the consent by it to the institution of
bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization
or relief under the Federal Bankruptcy Code or any other applicable federal or state law, or the consent by it to the filing of
any such petition or to the appointment of a receiver, liquidator, assignee, trustee or sequestrator (or other similar official)
of the Company or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors;
(e)
The
Company seeks the appointment of a statutory manager or proposes in writing or makes a general assignment or an arrangement or
composition with or for the benefit of its creditors or any group or class thereof or files a petition for suspension of payments
or other relief of debtors or a moratorium or statutory management is agreed or declared in respect of or affecting all or any
material part of the indebtedness of the Company; or
(f)
It
becomes unlawful for the Company to perform or comply with its obligations under this Note.
4.2
Effects
of Default.
If an Event of Default occurs and is continuing, then and in every such case the Holder may declare this
Note to be due and payable immediately, by a notice in writing to the Company, and upon any such declaration, the Company shall
pay to the Holder the outstanding principal amount of this Note plus all accrued and unpaid interest through the date the Note
is paid in full.
4.3
Remedies
Not Waived; Exercise of Remedies.
No course of dealing between the Company and the Holder or any delay in exercising
any rights hereunder shall operate as a waiver by the Holder. No failure or delay by the Holder in exercising any right, power
or privilege under this Note shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other
or further exercise thereof or the exercise of any other right, power or privilege.
5.1
Severability.
If any provision of this Note shall be held to be invalid or unenforceable, in whole or in part, neither the validity nor the enforceability
of the remainder hereof shall in any way be affected.
5.2
Notice.
Where this Note provides for notice of any event, such notice shall be given (unless otherwise herein expressly provided) in writing
and either (a) delivered personally, (b) sent by certified, registered or express mail, postage prepaid or (c) sent by facsimile
or other electronic transmission, and shall be deemed given when so delivered personally, sent by facsimile or other electronic
transmission (confirmed in writing) or mailed. Notices shall be addressed, if to Holder, to its address as provided in the books
and records of the Company or, if to the Company, to its principal office.
5.3
Governing
Law.
This Note shall be governed by, and construed in accordance with, the laws of the State of Delaware (without giving
effect to any conflicts or choice of law provisions that would cause the application of the domestic substantive laws of any other
jurisdiction).
5.4
Forum.
The Holder and the Company hereby agree that any dispute which may arise out of or in connection with this Note shall be adjudicated
before a court of competent jurisdiction in the State of Delaware and they hereby submit to the exclusive jurisdiction of the courts
of the State of Delaware, as well as to the jurisdiction of all courts to which an appeal may be taken from such courts, with respect
to any action or legal proceeding commenced by either of them and hereby irrevocably waive any objection they now or hereafter
may have respecting the venue of any such action or proceeding brought in such a court or respecting the fact that such court is
an inconvenient forum.
5.5
Headings.
The headings of the Articles and Sections of this Note are inserted for convenience only and do not constitute a part of this Note.
5.6
Amendments.
This Note may be amended or waived only with the written consent of the Company and the Holder.
5.7
No
Recourse Against Others.
The obligations of the Company under this Note are solely obligations of the Company and no
officer, employee or stockholder shall be liable for any failure by the Company to pay amounts on this Note when due or perform
any other obligation.
5.8
Assignment;
Binding Effect.
This Note may be assigned by the Company without the prior written consent of the Holder. This Note
shall be binding upon and inure to the benefit of both parties hereto and their respective permitted successors and assigns.
Signature
on the Following Page
In
Witness Whereof
, the Company has caused this Note to be signed by its duly authorized officer on the date hereinabove
written.
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Bionik Laboratories Corp.
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By:
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/s/ Eric Dusseux
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Name:
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Eric Dusseux
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Title:
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CEO
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Signature
Page to Promissory Note
Exhibit 99.1
Bionik Laboratories
Corp. Launches New Commercial
Generation InMotion Arm Robotic System to Improve
Rehabilitation for Stroke Survivors
Company has already placed the improved
robotic systems in rehabilitation hospitals including in Overland Park, Kansas and Pomona, New Jersey; also signed manufacturing
agreement to improve production capacity
TORONTO and BOSTON, February 5, 2018 —
Bionik Laboratories Corp.
(OTCQB:BNKL) (“Bionik” or the "Company"), a robotics company focused on
providing rehabilitation and assistive technology solutions to individuals with neurological and mobility impairments from hospital
to home, today announced the launch of its improved InMotion Arm interactive robotic system for clinical rehabilitation of stroke
survivors and those with mobility impairments due to neurological conditions.
The improved new generation InMotion Arm will
provide the same innovative active-assisted robotic therapy, but with a new industrial design that is modern, smaller and sleeker.
The software interface has been completely redesigned to allow greater ease of use and therefore reduced training requirements
for clinical staff.
“The overall design is very different
from before and allows us to be more user friendly for the hospital staff and the patient. It’s now a much more modern, smaller,
sleeker robot which is important because hospital space is not large. We need to be able to fit our machines in tighter spaces
and easier to move if needed” said Michal Prywata, co-founder, chief technology officer and director of Bionik Laboratories.
“The interface is also much simpler to use. We wanted it to feel like downloading a new app. Just a few screens of quick
instruction, and then the rest is self-explanatory. We wanted to ensure our robots are easy to learn and use, and we believe we’ve
accomplished that in this update.”
The Company has already sold and placed units
of its new generation InMotion Arm system with rehabilitation hospitals including Saint Luke’s South Hospital in Overland
Park, Kansas and Bacharach Institute for Rehabilitation in Pomona, New Jersey.
“Bionik’s InMotion Arm interactive
robotic systems enable us to enhance our treatment programs for those suffering from stroke or other neurological injury. They
are easy to use for our rehab specialists, and provide an unmatched therapy experience for our patients,” said Reagan Simpson,
Vice President of Rehabilitation Services, Saint Luke’s South Hospital. “We are proud to offer this innovative therapy
model to our patients here in the Greater Kansas City area and look forward to a long partnership with Bionik Laboratories as we
help people to rebuild strength and mobility in their recovery process.”
The Company has also entered into agreement
with
Cogmedix Inc., a wholly owned subsidiary of Coghlin Companies, Inc.
, a world class medical device development and manufacturing
company out of Worcester, MA for the production of its new InMotion Arm systems. The initial agreement is for turnkey, compliant
manufacturing, with the possibility for increased volume as the Company continues to receive positive feedback on the technology.
“We have built a pipeline of prospective
business based off interest in the new generation InMotion Arm over the last several months and are actively engaging in those
conversations, as well as others, now that the robots are commercially available for sale and the first units have been delivered
to customers,” said Dr. Eric Dusseux, CEO, Bionik Laboratories. “We believe partnering with the experts at Cogmedix
will allow us to better manage manufacturing costs and allow us to produce our technologies at scale as we continue conversations
globally with leading rehabilitation facilities and medical clinics that are seeking innovative technologies to improve the patient
rehabilitation process.”
Cogmedix is registered with FDA and compliant
to the FDA Quality Systems Regulation (21 CFR 820), and is ISO 13485:2016 certified, making them a key partner as Bionik Laboratories
seeks to expand penetration of their products across the globe.
“We are very pleased to have been selected
by Bionik Laboratories as the manufacturing partner for their innovative InMotion Arm robotics systems, and to help provide therapeutic
solutions to stroke patients seeking to regain mobility around the world,” said Matt Giza, Executive Vice President and General
Manager of Cogmedix. “Our turnkey manufacturing services allow us to provide high quality, compliant, and cost-effective
solutions to our customers, and we look forward to a successful long term partnership with Bionik Laboratories.”
The original InMotion Arm is used daily in
more than 20 countries to help stroke survivors and those with other neurological conditions to regain arm movement by training
shoulder protraction/retraction, flexion/extension, abduction/adduction, internal/external rotation, and elbow flexion/extension.
The new generation InMotion Arm Therapy remains the same, developed according to the principles of motor learning and neuro-plasticity.
InMotion Arm therapy guides the patient through specific tasks, aiming to improve motor control of the arm by increasing strength,
range of motion, and coordination, and assisting with the provision of efficient, effective, intensive sensorimotor therapy.
To learn more about the improved InMotion Arm,
please visit our website.
About Bionik Laboratories
Bionik Laboratories (OTCQB:BNKL) is a robotics
company focused on providing rehabilitation and mobility solutions to individuals with neurological and mobility impairments from
hospital to home. The Company has a portfolio of products focused on upper and lower extremity rehabilitation for stroke and other
mobility-impaired patients, including three products on the market and four products in varying stages of development.
For more information, please visit
www.bioniklabs.com
and
connect with us on
Twitter
,
LinkedIn
, and
Facebook
.
Forward-Looking Statements
Any statements contained in this press release
that do not describe historical facts may constitute forward-looking statements. Forward-looking statements, which involve assumptions
and describe our future plans, strategies, and expectations, are generally identifiable by use of the words “may,”
“should,” “would,” “will,” “could,” “scheduled,” “expect,”
“anticipate,” “estimate,” “believe,” “intend,” “seek,” or “project”
or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements may include,
without limitation, statements regarding (i) the plans and objectives of management for future operations, including plans or objectives
relating to the design, development and commercialization of human exoskeletons and other robotic rehabilitation products, (ii)
a projection of income (including income/loss), earnings (including earnings/loss) per share, capital expenditures, dividends,
capital structure or other financial items, (iii) the Company's future financial performance and success in raising capital, (iv)
the market and projected market for our existing and planned products and (v) the assumptions underlying or relating to any statement
described in points (i), (ii), (iii) or (iv) above. Such forward-looking statements are not meant to predict or guarantee actual
results, performance, events or circumstances, and may not be realized because they are based upon the Company's current projections,
plans, objectives, beliefs, expectations, estimates and assumptions, and are subject to a number of risks and uncertainties and
other influences, many of which the Company has no control. Actual results and the timing of certain events and circumstances may
differ materially from those described by the forward-looking statements as a result of these risks and uncertainties. Factors
that may influence or contribute to the inaccuracy of the forward-looking statements or cause actual results to differ materially
from expected or desired results may include, without limitation, the Company's inability to obtain additional financing, the significant
length of time and resources associated with the development of our products and related insufficient cash flows and resulting
illiquidity, the Company's inability to expand the Company's business, significant government regulation of medical devices and
the healthcare industry, lack of product diversification, volatility in the price of the Company's raw materials, and the Company's
failure to implement the Company's business plans or strategies. These and other factors are identified and described in more detail
in the Company's filings with the SEC. The Company does not undertake to update these forward-looking statements.
Media contact:
Matt Bretzius
FischTank Marketing and PR
matt@fischtankpr.com
Investor Relations contact:
Amato and Partners, LLC
Investor Relations Counsel
admin@amatoandpartners.com