| 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): June 11, 2018 |
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. |
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 June 12, 2018, an affiliate of Remi Gaston Dreyfus (the “Lender”), a director of Bionik Laboratories Corp. (the “Company”), loaned $100,000 to the Company (the “Loan”), evidenced by a promissory note (the “Note”). The Note bears interest at a fixed rate of 1% per month, beginning on the Issue Date (as defined in the 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 April 30, 2019.
The Company intends to use the net proceeds from the Loan for the Company’s working capital and general corporate purposes.
The Note contains customary events of default, which, if uncured, entitle the Lender to accelerate the due date of the unpaid principal amount of, and all accrued and unpaid interest on, the Note.
The foregoing is a brief description of the terms of the Note and is qualified in its entirety by reference to the full text of the Note, a copy of which will be filed as an Exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2018.
| Item 3.02 | Unregistered Sales of Equity Securities. |
As previously disclosed by the Company in its Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 3, 2018, as of March 31, 2018 the Company became obligated to issue an aggregate of 39,545,776 shares of common stock (the “Shares”) as a result of the conversion of certain outstanding convertible promissory notes in accordance with their terms. As disclosed in item 5.03 below, on April 20, 2018 the Company received shareholder approval to increase the Company’s authorized shares of common stock. Accordingly, following the filing of the Certificate of Amendment (as defined below), the Company issued the Shares as of June 13, 2018. The issuance of the Shares was exempt from registration under Section 4(a)(2) under the Securities Act of 1933, as amended and the rules promulgated thereunder (the “Securities Act”), and/or Section 3(a)(9) under the Securities Act.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On June 11, 2018, as approved by a majority of the stockholders of the Company by written consent in lieu of a meeting on April 20, 2018, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to increase the number of authorized shares of the Company’s common stock from 250,000,000 shares to 500,000,000 shares (the “Certificate of Amendment”).
The foregoing description of the Certificate of Amendment is not complete and is subject to, and qualified in its entirety by, the full text of the Certificate of Amendment, which is attached to this Current Report on Form 8-K as Exhibit 3.1, the terms of which are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit | Description | |
| 3.1 | Certificate of Amendment |
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: June 13, 2018
| BIONIK LABORATORIES CORP. | ||
| By: | /s/ Leslie Markow | |
| Name: | Leslie Markow | |
| Title: | Chief Financial Officer | |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
BIONIK LABORATORIES CORP.
Bionik Laboratories Corp. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows:
1. The name of the Corporation is Bionik Laboratories Corp. and the Corporation was originally incorporated pursuant to the DGCL by filing the Certificate of Incorporation with the Secretary of State of the State of Delaware on June 25, 2013. An Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on February 10, 2015. A Certificate of Amendment of the Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on November 8, 2017 (as amended and restated, the “Certificate of Incorporation”).
2. That the Board of Directors of the Corporation duly adopted resolutions proposing to amend the Certificate of Incorporation, declaring said amendment to be advisable and in the best interests of the Corporation and its stockholders, and authorizing the appropriate officers of the Corporation to solicit the consent of the stockholders therefor.
3. Article FOURTH of the Certificate of Incorporation is hereby amended by deleting same in its entirety and replacing same with:
FOURTH: The total number of shares of all classes of stock which the Corporation shall have authority to issue is (a) 500,000,000 shares of Common Stock, $0.001 par value per share (“Common Stock”), and (b) 10,000,000 shares of Preferred Stock, $0.001 par value per share (“Preferred Stock”). Preferred Stock may be issued from time to time in one or more series and/or classes (“Series”). The Board of Directors is hereby authorized to provide for the issuance of shares of Preferred Stock in Series and, by filing a certificate pursuant to the DGCL (hereinafter, along with any similar designation relating to any other class of stock that may hereafter be authorized, referred to as a “Preferred Stock Designation”), to established from time to time one or more Series, by fixing and determining the number of shares to be included in each such Series, and to fix the designation, powers, preferences and rights of the shares of each such Series and the qualifications, limitations and restrictions thereof. The authority of the Board of Directors with respect to each Series is hereby expressly vested in it and shall include, without limiting the generality of the foregoing, determination of the following:
| (i) | the designation of such Series, which may be by distinguishing number, letter or title; |
| (ii) | the number of shares of the Series, which number the Board of Directors may thereafter (except where otherwise provided in the Preferred Stock Designation) increase or decrease (but not below the number of shares thereof then outstanding); |
| (iii) | the amounts payable on, and the preferences, if any, of shares of the Series in respect of dividends payable and any other class or classes of capital stock of the Company, and whether such dividends, if any, shall be cumulative or noncumulative; |
| (iv) | dates on which dividends, if any, shall be payable; |
| (v) | whether the shares of such Series shall be subject to redemption by the Company, and if made subject to redemption, the redemption rights and price or prices, if any, for shares of the Series; |
| (vi) | the terms and amount of any sinking fund provided for the purchase or redemption of shares of the Series; |
| (vii) | the amounts payable on and the preferences, if any, of shares of the Series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company; | |
| (viii) | whether the shares of the Series shall be convertible into or exchangeable for shares of any other Series, or any other security, of the Company or any other corporation, and, if so, the specification of such other Series of such other security, the conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares shall be convertible or exchangeable and all other terms and conditions upon which such conversion or exchange may be made; | |
| (ix) | restrictions on the issuance of shares of the same Series or of any other Series; and |
| (x) | whether the holders of the shares of such Series shall be entitled to vote, as a Series or otherwise, on any and all matters of the Company to which holders of Common Stock are entitled to vote. |
The Common Stock shall be subject to the express terms of the Preferred Stock and any Series thereof. Each share of Common Stock shall be equal to each other share of Common Stock. Except as may be provided in these Amended and Restated Certificate of Incorporation or in a Preferred Stock Designation, the holders of shares of Common Stock shall be entitled to one vote for each such share upon all matters presented to the stockholders.
3. That the foregoing amendment was approved by the holders of the requisite number of shares of the Corporation in accordance with Section 242 of the DGCL.
4. That the foregoing amendment shall be effective as of June 11, 2018.
IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 11 th day of June, 2018.
| By: | /s/ Leslie Markow | ||
| Name: Leslie Markow | |||
| Title: Chief Financial Officer | |||