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):
October 26, 2018
Bionik
Laboratories Corp.
(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 3.03
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Material Modification to Rights of Security Holders.
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The information set forth in Item 5.03 is incorporated by reference
into this Item 3.03.
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On October 26,
2018, as approved by a majority of the stockholders of Bionik Laboratories Corp. (the “Company”) by written consent
in lieu of a meeting on or about August 7, 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 effect a one-for-one hundred fifty reverse stock split
of the Company’s common stock (the “Reverse Split”), effective as of 4:30 P.M. on October 29, 2018 (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.
The Company issued a press release on October
29, 2018 announcing the Reverse Split. A copy of the press release is attached hereto as Exhibit 99.1 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: October 29, 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 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. Certificates
of Amendment of the Certificate of Incorporation were filed with the Secretary of State of the State of Delaware on November 8,
2017 and June 11, 2018 (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
FIFTH of the Certificate of Incorporation is hereby amended by deleting same in its entirety and replacing same with:
FIFTH: Subject
to the remainder of this Article FIFTH, effective on October 29, 2018 (the “Effective Time”), a reverse stock split
of the Common Stock will be effected such that every one-one hundred fifty shares of Common Stock issued and outstanding immediately
prior to the Effective Time (the “Old Common Stock”) will be reclassified and converted into one share of Common Stock
(the “New Common Stock”), automatically and without any action on the part of the holder thereof, subject to the treatment
of fractional share interests as described below. Each old certificate that, immediately prior to the Effective Time, represented
shares of Old Common Stock (the “Old Certificates”) shall, from and after the Effective Time, automatically and without
the necessity of presenting the same for exchange, represent that number of whole shares of New Common Stock into which the shares
of Old Common Stock represented by such Old Certificate shall have been reclassified. All fractional shares of Common Stock shall
be rounded to the next higher whole number of shares of Common Stock. If more than one Old Certificate shall be surrendered at
one time for the account of the same stockholder, the number of full shares of New Common Stock for which new certificates (the
“New Certificates”) shall be issued shall be computed on the basis of the aggregate number of shares represented by
the Old Certificates so surrendered. If any New Certificate is to be issued in a name other than that in which the Old Certificates
surrendered for exchange are issued, the Old Certificates so surrendered shall be properly endorsed and otherwise in proper form
for transfer, and the person or persons requesting the exchange shall affix any requisite stock transfer tax stamps to the Old
Certificates surrendered, or provide funds for their purchase, or establish to the satisfaction of the transfer agent that transfer
taxes are not payable. From and after the Effective Time, the amount of capital represented by the shares of New Common Stock into
which and for which the shares of Old Common Stock are reclassified under the terms hereof shall be the same as the amount of capital
represented by the shares of Old Common Stock so reclassified, until thereafter reduced or increased in accordance with applicable
law.
4. 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.
5. That
the foregoing amendment shall be effective as of 4:30 P.M. Eastern Time on October 29, 2018.
IN WITNESS WHEREOF, said
corporation has caused this certificate to be signed this 26
th
day of October, 2018.
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By:
/s/ Leslie Markow
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Name: Leslie Markow
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Title: Chief Financial Officer
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Exhibit 99.1
Bionik Laboratories Announces
1-for-150 Reverse Stock Split
TORONTO and BOSTON (October 29, 2018)
–
Bionik Laboratories Corp
. (OTCQB: BNKL)
(“Bionik” or the "Company"), a pioneering healthcare
company combining artificial intelligence and innovative robotics technology to help individuals from hospital to home to regain
mobility, announced today that its board of directors has established a ratio of 1-for-150 for the Company’s previously
approved reverse stock split. The reverse stock split has been implemented by the Company on October 29, 2018, in an effort to
satisfy the minimum stock price requirement of the Nasdaq Capital Market, for the Company’s planned application to list
its common stock on Nasdaq.
"The completion of the reverse stock
split is an integral step in the process of pursuing a successful listing on Nasdaq,” said Dr. Eric Dusseux, Chief Executive
Officer and Director of Bionik. “We believe that listing on Nasdaq will expand awareness of the Company among the investment
community, and potentially provide avenues for additional sources of funding as we work to execute our growth strategy.”
Split Ratio and Effect on Outstanding
Common Shares and Other Securities.
Bionik's Board of Directors has determined
that the reverse stock split will be done on the basis of one common share for every 150 currently outstanding common shares. The
reverse stock split took effect on October 29, 2018, and the Company’s common shares are expected to commence trading on
a post-reverse stock split basis beginning at the open of trading on October 30, 2018 under the symbol, BNKLD, before reverting
back to BNKL after 20 days. There are currently 350,618,933 common shares issued and outstanding, and it is expected that there
will be approximately 2,337,460 common shares issued and outstanding following the reverse stock split. There are 41,036,185 exchangeable
shares issued and outstanding and it is expected that there will be approximately 273,575 exchangeable shares issued and outstanding
following the reverse stock split. The exchangeable shares can be converted to common shares at any time. Any fractional common
share or exchangeable share resulting from the reverse stock split will be rounded up to the nearest whole share.
The exercise or conversion price and/or
the number of common shares issuable under outstanding convertible securities, including the Company’s exchangeable shares
and warrants and stock options, exercisable for, or convertible or exchangeable into, pre-reverse stock split common shares will
be proportionately adjusted pursuant to the terms thereof on the same split ratio described above.
For additional information regarding the
reverse stock split, please contact the Company's stock transfer agent, VStock Transfer, by calling 212-828-8436.
About Bionik Laboratories
Bionik Laboratories (OTCQB: BNKL) is a
robotics company focused on providing rehabilitation and mobility solutions to individuals with neurological and mobility challenges
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. 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. Forward-looking statements
in this press release include, without limitation, the ability of the Company to satisfy the minimum stock price requirement of
the Nasdaq Capital Market. 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 or satisfy the initial listing requirements
of Nasdaq or any other national securities exchange, 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 its 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 contact:
Kim Golodetz
LHA Investor Relations
212-838-3777
Kgolodetz@lhai.com
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