UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

xQuarterly Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 for the Quarterly Period ended June 30, 2020

 

Or

 

¨Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 for the transition period

 

Commission File Number: 000-54717

 

Bionik Laboratories Corp.

(Exact name of registrant as specified in its charter)

 

Delaware 27-1340346
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

 

483 Bay Street N105, Toronto, Ontario Canada M5G 2C9

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (416) 640-7887 x 508

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of Exchange on which registered
 N/A   N/A   N/A 

 

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ¨ Accelerated filer ¨
Non-accelerated filer x Smaller reporting company x
    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 13(a) of the Exchange Act. ¨

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x

 

The number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date. As of August 12, 2020, 5,009,151 shares of common stock, par value $0.001 per share were outstanding.

 

 

 

 

 

 

BIONIK LABORATORIES CORP.

TABLE OF CONTENTS

 

PART I – FINANCIAL INFORMATION  
Item 1. Interim Financial Statements  
Condensed Consolidated Interim Balance Sheets as at June 30, 2020 (Unaudited) and March 31, 2020 (Audited) 3
Condensed Consolidated Interim Statements of Operations and Comprehensive Loss (Unaudited) for the three month periods ended June 30, 2020 and 2019 4
Condensed Consolidated Interim Statements of Changes in Shareholders’ Equity (Unaudited) for the three month periods ended June 30, 2020 and 2019 5
Condensed Consolidated Interim Statements of Cash Flows (Unaudited) for the three month periods ended June 30, 2020 and 2019 6
Notes to Condensed Consolidated Interim Financial Statements (Unaudited) 7
Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations 16
Item 3. Quantitative and Qualitative Disclosures about Market Risk 24
Item 4. Controls and Procedures 24
PART II – OTHER INFORMATION 24
Item 1. Legal Proceedings 24
Item 1A. Risk Factors 24
Item 2. Unregistered Sales of Equity Securities ad Use of Proceeds 24
Item 3. Defaults Upon Senior Securities 24
Item 4. Mine Safety Disclosures 24
Item 5. Other Information 24
Item 6. Exhibits 25
SIGNATURES 26

 

 

 

 

Bionik Laboratories Corp.

Condensed Consolidated Interim Balance Sheets (unaudited)

(Amounts expressed in US Dollars)

 

    As at     As at  
    June 30,
2020
    March 31,
2020
 
    $     $  
          (Audited)  
Assets            
Current            
Cash and cash equivalents     2,403,037       2,269,747  
Accounts receivable, net of allowance for doubtful accounts of $Nil (March 31, 2020 - $167,500)     975,272       846,964  
Prepaid expenses and other receivables (Note 5)     1,723,353       1,632,555  
Inventories (Note 6)     944,990       1,059,462  
Due from related parties (Note 9(a))     18,657       17,840  
Total Current Assets     6,065,309       5,826,568  
Equipment (Note 7)     136,032       154,144  
Technology and other assets (Note 4)     1,426,420       1,449,924  
Goodwill     11,085,984       11,085,984  
Total Assets     18,713,745       18,516,620  
                 
Liabilities and Shareholders' Equity                
Current                
Accounts Payable (Notes 9(b))     443,874       857,093  
Accrued liabilities (Notes 8 and 9(b))     2,057,784       1,647,656  
PPP Loan (Note 8 (c))     459,912       -  
Convertible Loans (Note 8(a) (b))     3,452,680       2,078,833  
Deferred revenue - Contract Liabilities     582,281       616,063  
Total Current Liabilities     6,996,531       5,199,645  
Shareholders' Equity                
Preferred Stock, par value $0.001; Authorized 10,000,000 Special Voting Preferred Stock, par value $0.001; Authorized; Issued and outstanding - 1 (March 31, 2020 – 1)     -       -  
Common Shares, par value $0.001; Authorized - 500,000,000; Issued and outstanding 5,009,151 and 117,683 Exchangeable Shares (March 31, 2020 5,009,151 and 117,683 Exchangeable Shares)     5,126       5,126  
Additional paid in capital     85,050,885       84,643,570  
Deficit     (73,380,946 )     (71,373,870 )
Accumulated other comprehensive income     42,149       42,149  
Total Shareholders' Equity     11,717,214       13,316,975  
Total Liabilities and Shareholders' Equity     18,713,745       18,516,620  

  

Commitments and Contingencies (Note 13)

Subsequent Events (Note 14)

 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

 

 3 

 

 

Bionik Laboratories Corp.

Condensed Consolidated Interim Statements of Operations and Comprehensive Loss

For the three month periods ended June 30, 2020 and 2019 (unaudited)

(Amounts expressed in U.S. Dollars)

 

   

Three months

ended

   

Three months

ended

 
    June 30, 2020     June 30, 2019  
    $     $  
Sales     257,908       790,379  
Cost of Sales     62,555       336,085  
Gross Margin     195,353       454,294  
                 
Operating expenses                
Sales and marketing     223,185       583,732  
Research and development     353,263       816,523  
General and administrative     1,128,510       841,693  
Share-based compensation expense (Notes 11)     407,315       287,757  
Amortization (Note 4)     23,504       69,314  
Depreciation (Note 7)     18,112       23,970  
Total operating expenses     2,153,889       2,622,989  
                 
Other (income) expenses                
Other expense     74,975       14,296  
Other income     (37,612 )     -  
Foreign exchange     11,177       (62,347 )
Total other income (expenses)     48,540       (48,051 )
Net loss and comprehensive loss for the period     (2,007,076 )     (2,120,644 )
                 
Loss per share - basic and diluted     (0.39 )     (0.55 )
                 
Weighted average number of shares outstanding – basic and diluted     5,126,834       3,858,637  

   

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

 

 4 

 

 

Bionik Laboratories Corp.

Condensed Consolidated Interim Statements of Changes in Shareholders' Equity

For the three month periods ended June 30, 2020 and June 30, 2019 (unaudited)

(Amounts expressed in U.S. Dollars)

 

    Special Voting     Common Shares    

Additional

Paid

          Comprehensive        
    Shares    

Amount

    Shares     Amount     in Capital     Deficit     Income     Total  
          $           $     $     $     $     $  
Balance, March 31, 2019     1       -       3,858,637       3,858       73,719,299       (46,357,373 )     42,149       27,407,933  
Share compensation expense                                     287,757                       287,757  
Net loss for the period                                             (2,120,644             (2,120,644
Balance, June 30, 2019     1       -       3,838,637       3,858       74,007,056       (48,478,017     42,149       25,575,046  
Share compensation expense                                     1,493,855                       1,493,855  
Conversion of Promissory Note                     1,268,191       1,268       9,142,659                       9,143,927  
Net loss for the Year                                             (22,895,853 )                (22,895,853)  
Adjustment due to 1:150 share adjustment consolidation round up                     6                                          
Balance March 31, 2020     1       -       5,126,834       5,126       84,643,570       (71,373,870 )     42,149       13,316,975  
Share compensation expense                                     407,315                       407,315  
Net loss for the period                                             (2,007,076 )             (2,007,076 )
Balance June 30, 2020     1       -       5,126,834       5,126       85,050,885       (73,380,946 )     42,149       11,717,214  

 

The Accompanying notes are an integral part of these condensed consolidated interim financial statements.

 

 5 

 

 

Condensed Consolidated Interim Statements of Cash Flows 

For the three month periods ended June 30, 2020 and 2019 (unaudited)

(Amounts expressed in U.S. Dollars)

 

   

Three months

ended

   

Three months

ended

 
   

June 30, 2020

$

   

June 30, 2019

$

 
Operating activities                
Net loss for the period     (2,007,076 )     (2,120,644 )
Adjustment for items not affecting cash                
Depreciation     18,112       23,970  
Amortization     23,504       69,314  
Interest expense     74,975       13,283  
Share based compensation expense     407,315       287,757  
      (1,483,170 )     (1,726,320 )
Changes in non-cash working capital items                
Accounts receivable     (128,308 )     496,181  
Prepaid expenses and other receivables     (90,798 )     160,305  
Due from related parties     (817 )     (483 )
Inventories     114,472       (176,376 )
Accounts payable     (413,219 )     (93,835 )
Accrued liabilities    

406,425

      (41,434 )
Deferred revenue     (33,782 )     58,016  
Net cash (used in) operating activities     (1,629,197 )     (1,323,946 )
Investing activities                
Acquisition of equipment     -       (42,802 )
Net cash (used in) investing activities     -       (42,802 )
Financing activities                
Proceeds from convertible loans     1,302,575       950,000  
Proceeds from PPP Loan     459,912       -  
Proceeds from term loan     -       500,000  
Net cash provided by financing activities     1,762,487       1,450,000  
Net increase in cash and cash equivalents for the period     133,290       83,252  
Cash and cash equivalents, beginning of the period     2,269,747       446,779  
Cash and cash equivalents, end of the period     2,403,037       530,031  

   

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

 

 6 

 

 

BIONIK LABORATORIES CORP.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the three month periods ended June 30, 2020 and 2019

(Amounts expressed in U.S. Dollars) (unaudited)

 

1.NATURE OF OPERATIONS AND GOING CONCERN

 

The Company and its Operations

 

Bionik Laboratories Corp. (the “Company” or “Bionik”) was incorporated on January 8, 2010 in the State of Colorado as Strategic Dental Management Corp. On July 16, 2013, the Company changed its name to Drywave Technologies Inc. (“Drywave”) and its state of incorporation from Colorado to Delaware. Effective February 13, 2015, the Company changed its name to Bionik Laboratories Corp. and reduced the authorized number of shares of common stock from 200,000,000 to 150,000,000. Concurrently, the Company implemented a 1-for-0.831105 reverse stock split of the common stock, which had previously been approved on September 24, 2014. On October 29, 2018, the Company implemented at 1 for 150 reverse stock-split of the common and exchangeable shares.

 

On February 26, 2015, the Company entered into a Share Exchange Agreement and related transactions whereby it acquired Bionik Laboratories Inc., a Canadian Corporation (“Bionik Canada”) and Bionik Canada issued 333,334 Exchangeable Shares, representing a 3.14 exchange ratio, for 100% of the then outstanding common shares of Bionik Canada (the “Merger”). The Exchangeable Shares are exchangeable at the option of the holder, each into one share of the common stock of the Company. In addition, the Company issued one Special Preferred Voting Share (the “Special Preferred Share”) (Note 10).

 

On April 21, 2016, the Company acquired all of the outstanding shares and, accordingly, all assets and liabilities of Interactive Motion Technologies, Inc. (IMT), a Boston, Massachusetts-based global pioneer and leader in providing effective robotic products for neurorehabilitation, pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) dated March 1, 2016, with IMT, Hermano Igo Krebs, and Bionik Mergerco Inc., a Massachusetts corporation and the Company’s wholly owned subsidiary (Bionik Mergerco). The merger agreement provided for the merger of Bionik Mergerco with and into IMT, with IMT surviving the merger as the Company’s wholly owned subsidiary. In return for acquiring IMT, IMT shareholders received an aggregate of 157,667 shares of the Company’s common stock (Note 4).

 

On November 6, 2017, the Company approved an increase in its authorized shares of common stock to 250,000,000 from 150,000,000, and on June 12, 2018, the Company approved an increase in its authorized shares of common stock to 500,000,000 from 250,000,000.

 

References to the Company refer to the Company and its wholly owned subsidiaries, Bionik Inc., Bionik Acquisition Inc. and Bionik Canada.

 

The Company is a global pioneering robotics company focused on providing rehabilitation solutions to individuals with neurological disorders, specializing in designing, developing and commercializing cost-effective physical rehabilitation technologies, prosthetics, and assisted robotic products. The Company strives to innovate and build devices that can rehabilitate and improve an individual’s health, comfort, accessibility and quality of life through the use of advanced algorithms and sensing technologies that anticipate a user’s every move.

 

These unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”), which contemplates continuation of the Company as a going concern, which assumes the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.

 

The Company’s principal offices are located at 483 Bay Street, N105, Toronto, Ontario, Canada M5G 2C9 and its U.S. address is 80 Coolidge Hill Road, Watertown, MA 02472.

 

Going Concern

 

As at June 30, 2020, the Company had a working capital deficit of $931,222 (March 31, 2020 - working capital of $626,923) and an accumulated deficit of $73,380,946 (March 31, 2020 - $71,373,870) and the Company incurred a net loss and comprehensive loss of $(2,007,076) for the three month period ended June 30, 2020 (June 30, 2019 - $(2,120,644).

 

There is no certainty that the Company will be successful in generating sufficient cash flow from operations or achieving and maintaining profitable operations in the future to enable it to meet its obligations as they come due and consequently continue as a going concern.

 

 7 

 

 

BIONIK LABORATORIES CORP.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the three month periods ended June 30, 2020 and 2019

(Amounts expressed in U.S. Dollars) (unaudited)

 

  1. NATURE OF OPERATIONS AND GOING CONCERN – Continued

  

The Company will require additional financing to fund its operations and it is currently working on securing this funding through corporate collaborations, public or private equity offerings or debt financings. Sales of additional equity securities by the Company would result in the dilution of the interests of existing stockholders. There can be no assurance that financing will be available when required. In the event that the necessary additional financing is not obtained, the Company would reduce its discretionary overhead costs substantially or otherwise curtail operations. The Company expects to raise additional funds to meet the Company’s anticipated cash requirements for the next 12 months; however, these conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on recoverability and reclassification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

 

All adjustments, consisting only of normal recurring items, considered necessary for fair presentation have been included in these consolidated financial statements.

 

2.BASIS OF PRESENTATION

 

During the 2019 fiscal year, holders of the common stock and exchangeable shares of the Company approved, through a majority shareholder vote, an amendment to the Company’s Amended and Restated Certificate of Incorporation authorizing the Board of Directors to effect a reverse stock split of Bionik’s common stock and exchangeable shares at a ratio up to one-to-one hundred and fifty.

 

The preparation of these consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ materially from those estimates. The Company assessed certain accounting matters that generally require consideration of forecasted financial information in context with the information reasonably available to the Company and the unknown future impacts of COVID-19 as of June 30, 2020 and through the date of this report filing.

 

3.SIGNIFICANT ACCOUNTING POLICIES

 

Unaudited Condensed Consolidated Interim Financial Statements

 

These unaudited condensed consolidated interim financial statements have been prepared on the same basis as the annual audited financial statements of the Company and should be read in conjunction with those annual audited financial statements filed on Form 10-K for the year ended March 31, 2020. The interim disclosures generally do not repeat those in the annual statements. In the opinion of management, these unaudited condensed consolidated interim financial statements reflect all adjustments necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.

 

The changes in accounting policies in the Company’s unaudited condensed consolidated interim financial statements from the March 31, 2020 audited financial statements are described below.

 

 8 

 

 

BIONIK LABORATORIES CORP.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the three month periods ended June 30, 2020 and 2019

(Amounts expressed in U.S. Dollars) (unaudited)

 

3.SIGNIFICANT ACCOUNTING POLICIES - Continued

 

Newly Adopted and Recently Issued Accounting Pronouncements

 

Newly Adopted

 

In January 2017, the FASB issued ASU 2017-01, “Business Combinations: Clarifying the definition of a Business” which amends the current definition of a business. Under ASU 2017-01, to be considered a business, an acquisition would have to include an input and a substantive process that together significantly contributes to the ability to create outputs. ASU 2017-01 further states that when substantially all of the fair value of gross assets acquired is concentrated in a single asset (or a group of similar assets), the assets acquired would not represent a business. The new guidance also narrows the definition of the term “outputs” to be consistent with how it is described in Topic 606, Revenue from Contracts with Customers. The changes to the definition of a business will likely result in more acquisitions being accounted for as asset acquisitions. ASU 2017-01 is effective for acquisitions commencing on or after December 31, 2019, with early adoption permitted. Adoption of this guidance will be applied prospectively on or after the effective date and the Company does not expect this policy will have a material effect on the consolidated balance sheet or consolidated statement of cash flows.

 

 9 

 

 

BIONIK LABORATORIES CORP.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the three month periods ended June 30, 2020 and 2019

(Amounts expressed in U.S. Dollars) (unaudited)

 

3.SIGNIFICANT ACCOUNTING POLICIES - Continued

 

In January 2017, the FASB issued ASU 2017-04, “Intangibles – Goodwill and Other” ASU 2017-04 simplifies the accounting for goodwill impairment by eliminating Step 2 of the current goodwill impairment test, which required a hypothetical purchase price allocation.

 

Goodwill impairment will now be the amount by which the reporting unit’s carrying value exceeds its fair value, limited to the carrying value of the goodwill. ASU 2017-04 is effective for financial statements issued for fiscal years, and interim periods beginning after December 15, 2019. The Company has adopted ASU 2017-04 and it did not have a material effect on the consolidated balance sheet and consolidated statement of operations.

 

In June 2016, the FASB issued ASU 2016-13 Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses of Financial Instruments, which introduces an expected credit loss methodology for the impairment of financial assets measured at amortized cost basis. The methodology replaces the probable, incurred loss model for those assets. The update if effective for fiscal years beginning after December 15, 2019. The Company has adopted ASU 2016-13 and it did not have a material effect on the consolidated balance sheet and consolidated statement of operations.

 

Recently issued

 

Accounting Standards Update 2020-06—Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity: simplifies accounting for convertible instruments by removing major separation models required under current Generally Accepted Accounting Principles (GAAP). Consequently, more convertible debt instruments will be reported as a single liability instrument and more convertible preferred stock as a single equity instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU also simplifies the diluted earnings per share (EPS) calculation in certain areas. The amendments in this Update are effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is assessing the impact that the adoption of ASU 2020-06 will have on the consolidated balance sheet and consolidated statement of operations.

 

Canada Emergency Wage Subsidy (CEWS)

 

CEWS is recognized as other income in the consolidated statement of operations in the period in which the Company recognizes expenses for which CEWS is intended to compensate.

 

Warranty Reserve and Deferred Warranty Revenue

 

The Company provides a one-year warranty as part of its normal sales offering. When products are sold, the Company provides warranty reserves, which, based on the historical experience of the Company are sufficient to cover warranty claims. Accrued warranty reserves are included in accrued liabilities on the condensed consolidated interim balance sheets and amounted to $81,225 at June 30, 2020 (March 31, 2020 - $162,449). The Company also sells extended warranties for additional periods beyond the standard warranty. Extended warranty revenue is deferred and recognized as revenue over the extended warranty period. The Company recognized $Nil of expenses related to warranty expenses. Additionally, the Company reversed $81,224 of its warranty provision due to low warranty claims and recorded this expense and reversal in cost of goods sold for the three-month period ended June 30, 2020 (June 30, 2019 - $26,911).

 

4.TECHNOLOGY AND OTHER ASSETS

 

The schedule below reflects the intangible assets acquired in the IMT acquisition and the assets amortization period and expense for the three months ended June 30, 2020, and the year ended March 31, 2020:

 

   Amortization          Expenses  

Value at

   Expenses   Value at 
   period   Value      March 31,   March 31,   June 30,   June 30, 
   (years)   acquired   Impairment   2020   2020   2020   2020 
Intangible assets acquired       $   $   $   $   $   $ 
Patents and exclusive License Agreement   9.74    1,306,031    307,388    134,090    469,962    20,277    449,685 
Trademark   Indefinite    2,505,907    1,605,907    -    900,000    -    900,000 
Customer relationships   10    1,431,680    787,245    143,168    79,962    3,227    76,735 
Non compete agreement   2    61,366    -    -    -    -    - 
Assembled workforce   1    275,720    -    -    -    -    - 
         5,580,704    2,700,540    277,258    1,449,924    23,504    1,426,420 

 

The cumulative amortization for the technology and other assets was $1,453,744 at June 30, 2020 (March 31, 2020- $1,430,240).

 

5.PREPAID EXPENSES AND OTHER RECEIVABLES

 

  

June 30,

2020

  

March 31

2020

 
   $   $ 
Prepaid expenses and other receivables   34,272    78,816 
Prepaid inventory   1,499,042    1,450,024 
Prepaid insurance   176,928    57,226 
Sales taxes receivable (i)   13,111    46,489 
    1,723,353    1,632,555 

  

 

i)Sales tax receivable represents net harmonized sales taxes (HST) input tax credits receivable from the Government of Canada.

 

 10 

 

 

BIONIK LABORATORIES CORP.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the three month periods ended June 30, 2020 and 2019

(Amounts expressed in U.S. Dollars) (unaudited)

 

6.INVENTORIES

 

  

June 30,

2020

  

March 31

2020

 
Finished Goods   944,990    1,059,462 

 

During the three-month period ended June 30, 2020, the Company expensed $143,810 in inventory as cost of goods sold (June 30, 2019 - $299,795) offset by a warranty adjustment of $81,224. The Company no longer maintains a raw materials inventory as it has outsourced its manufacturing to a third party.

 

7.EQUIPMENT

 

Equipment consisted of the following as at June 30, 2020 and March 31, 2020:

 

    June 30, 2020     March 31, 2020  
    Cost    

Accumulated

Depreciation

    Net     Cost    

Accumulated

Depreciation

    Net  
    $     $     $     $     $     $  
Computers and electronics     303,337       269,174       34,163       303,337       264,520       38,817  
Furniture and fixtures     36,795       31,240       5,555       36,795       30,953       5,842  
Demonstration equipment     135,543       49,395       86,148       135,543       37,662       97,881  
Manufacturing equipment     88,742       86,789       1,953       88,742       86,688       2,054  
Tools and parts     11,422       7,813       3,609       11,422       7,627       3,795  
Assets under capital lease     23,019       18,415       4,604       23,019       17,264       5,755  
      598,858       462,826       136,032       598,858       444,714       154,144  

  

Equipment is recorded at cost less accumulated depreciation. Depreciation expense during the three-month period ended June 30, 2020 was $18,112 (June 30, 2019 - $23,970).

 

8.NOTES PAYABLE

 

(a)Convertible Loans Payable

 

During the quarter ended June 30, 2020, the Company received $1,302,575, in addition to $70,000 previously loaned to the Company, pursuant to a $3,000,000 (later increased to $7,000,000) convertible note offering. The convertible notes bear interest at a fixed rate at 1% per month. The convertible loans will be convertible into equity of the Company upon the following events on the following terms:

 

(i)On the Maturity Date, the outstanding principal and accrued and unpaid interest under the convertible note will be converted into shares of common stock at a conversion price of $8.55 per shares in the event of an investment on or prior to December 31, 2019, and $9.50 per share in the event of an investment after December 31, 2019 (the “Conversion Price”).

 

(ii)Upon a change of control transaction prior to the Maturity Date, the outstanding principal and accrued and unpaid interest under the convertible notes would, at the election of the holders of a majority of the outstanding principal of the loans under the offering, be either (i) payable upon demand as of the closing of such change of control transaction or (ii) convertible into shares of the Company’s common stock immediately prior to such change of control transaction at a price per share equal to the lesser of (x) the Conversion Price or (y) the per share consideration to be received by the holders of the common stock in such change of control transaction.

 

In the event the Company raises capital through the sale of Common Stock for cash during the period ending on the three year anniversary of the issuance date of the convertible notes, and the price per share thereof (the “Offering Price”) minus 20% is less than the original Conversion Price, then in such event the Company shall issue to all convertible loan holder at, at no further cost, additional shares of common stock equal to the number of conversion shares the holders would have received upon conversion if the Conversion Price equaled to a 20% discount to the Offering Price, less the number of shares of conversion shares actually issued on or as of the Maturity Date. Since the Company has early adopted ASU 2017-11, the anti-dilution protection clause does not contribute to the conversion feature to be a derivative liability.

 

The interest accrued on these convertible loans for the period ended June 30, 2020 was $15,588 (March 31, 2020- $4,317).

 

 11 

 

 

BIONIK LABORATORIES CORP.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the three month periods ended June 30, 2020 and 2019

(Amounts expressed in U.S. Dollars) (unaudited)

 

  8. NOTES PAYABLE – Continued

  

(b)Short term loan

 

On March 23, 2020, the Company received a $2,000,000 loan from an existing shareholder. The promissory note bears interest at a fixed rate of 1% per month and has a maturity date of the earlier of (i) March 31, 2022 and (ii) the date of receipt of a minimum of US$5,000,000 from a “Subsequent Financing.” The accrued interest shall be payable one-half at the maturity date, and one-half on a quarterly basis as follows: (a) the quarterly interest payments shall be payable in cash commencing on the six month anniversary of the issue date (or the nine month anniversary of the issue date if as of such six month anniversary the World Health Organization (or a corresponding government or government agency) still categorizes or deems COVID-19 or the novel corona virus as a pandemic or outbreak) (the “First Interest Payment Date”), with the quarterly payments accruing for the first (or first two, as the case may be) interest payment dates nevertheless being payable, without further interest thereon, pro rata from the First Interest Payment Date through the maturity date. The loan is repayable or convertible to common shares at the loan holder’s option. Interest accrued on this loan at June 30, 2020 is $64,516 (March 31, 2020 – $4,516).

 

(c)PPP Loan

 

On May 1, 2020, the Company signed a Promissory Note for $459,912 pursuant to the federal Paycheck Protection Program under the Coronavirus Aid, Relief and Economic Security Act, which is administered by the U.S. Small Business Administration. The loan is unsecured, bears interest of 1% per annum and a deferment period of 6 months. The loan is to be used primarily for payroll related costs, lease, and utility payments. The Company intends to apply for forgiveness for all or a portion of the loans in accordance with applicable law. If the loan is not forgiven, the Company will be obligated to repay the loan during the period of 2 years.

 

9.RELATED PARTY TRANSACTIONS AND BALANCES

 

(a)Due from related parties

 

At June 30, 2020 there was an outstanding loan to the Chief Technology Officer (“CTO”) of the Company of $18,657 (March 31, 2020 - $17,840). The loan has an Interest rate of 2% based on the Canada Revenue Agency’s prescribed rate for such advances and is denominated in Canadian dollars. During the period ended June 30, 2020, the Company accrued interest receivable in the amount of $90 (March 31, 2020 – $472); the remaining fluctuation in the balance from the prior year is due to changes in foreign exchange.

 

(b)Accounts payable and accrued liabilities

 

As at June 30, 2020, $193,285 (March 31, 2020 - $30,866) was owing to the CEO of the Company; $57,246 (March 31, 2020 – $9,464) was owing to the Chief Technology Officer; $70,963 (March 31, 2020 - $1,827) was owing to the Chief Financial Officer (“CFO”), $32,472 (March 31, 2020 - $Nil) was owing to the Chief Commercial Officer (“CCO”), all related to bonuses and business expenses.

  

10.SHARE CAPITAL

 

   June 30, 2020   March 31, 2020 
   Number of shares   $   Number of shares   $ 
Exchangeable Shares                
Balance beginning of period   117,683    118    196,799    197 
Converted into common shares (a)   -    -    (79,116)   (79)
Balance at end of period   117,683    118    117,683    118 
Common Shares                    
Balance at beginning of the period   5,009,151    5,008    3,661,838    3,661 
Shares issued to exchangeable shareholders (a)   -    -    79,116    79 
Shares issued on conversion of loans   -    -    1,268,191    1,268 
Share consolidation rounding adjustment   -    -    6    - 
Balance at end of the period   5,009,151    5,008    5,009,151    5,008 
TOTAL SHARES   5,126,834    5,126    5,126,834    5,126 

  

 

(a)During the quarter ended June 30, 2020, Nil exchangeable shares were exchanged for common shares on a 1 for 1 basis in accordance with their terms (March 31, 2020 – 79,116 shares).

 12 

 

 

BIONIK LABORATORIES CORP.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the three month periods ended June 30, 2020 and 2019

(Amounts expressed in U.S. Dollars) (unaudited)

 

  10. SHARE CAPITAL – Continued

  

Special Voting Preferred Share

 

In connection with the Merger (Note 1), on February 26, 2015, the Company entered into a voting and exchange trust agreement (the “Trust Agreement”). Pursuant to the Trust Agreement, the Company issued one Special Voting Preferred Share to the Trustee, and the parties created a trust for the Trustee to hold the Special Voting Preferred Share for the benefit of the holders of the Exchangeable Shares (the “Beneficiaries”). Pursuant to the Trust Agreement, the Beneficiaries will have voting rights in the Company equivalent to what they would have had, had they received shares of common stock in the same amount as the Exchangeable Shares held by the Beneficiaries. In connection with the Merger and the Trust Agreement, effective February 20, 2015, the Company filed a certificate of designation of the Special Voting Preferred Share (the “Special Voting Certificate of Designation”) with the Delaware Secretary of State. Pursuant to the Special Voting Certificate of Designation, one share of the Company’s blank check preferred stock was designated as Special Voting Preferred Share. The Special Voting Preferred Share entitles the Trustee to exercise the number of votes equal to the number of Exchangeable Shares outstanding on a one-for-one basis during the term of the Trust Agreement. The Special Voting Preferred Share is not entitled to receive any dividends or to receive any assets of the Company upon liquidation and is not convertible into shares of common stock of the Company. The voting rights of the Special Voting Preferred Share will terminate pursuant to and in accordance with the Trust Agreement and the Special Voting Preferred Share will be automatically cancelled.

 

11.STOCK OPTIONS

 

The purpose of the Company’s equity incentive plan, is to attract, retain and motivate persons of training, experience and leadership to the Company, including their directors, officers and employees, and to advance the interests of the Company by providing such persons with the opportunity, through share options, to acquire an increased proprietary interest in the Company.

 

On September 1, 2017, the Company granted 81,436 options at $24.15 per share equally to an executive officer and a consultant, who is now the Chairman of the Company. 27,148 options have vested and 50% of the remaining options vest on performance being met and 50% vest annually over 5 years for the CEO, for our Chairman the options vest over 5 years. The grant date fair value was $1,832,304 and $57,259 is the current expense for the quarter ended June 30, 2020 (June 30, 2019 - $57,259).

 

On January 24, 2018, the Company granted 24,267 options at $23.25 per share to employees that vest equally on January 24, 2019, 2020 and 2021. 7,334 options were cancelled for the year ended March 31, 2019 and 266 for the three-month period ended June 30, 2020. The grant fair value was $491,036 and $28,554 is the current stock compensation expense for the quarter ended June 30, 2020 (June 30, 2019 - $28,554).

 

On May 31, 2019 169,882 options were issued to employees and directors of the Company with an exercise price of $3.16 per share that vest over 1 year and 6 months, of which one-third immediately vest and one-third vest over each of the next two 6-month periods. The options expire in 7 years. The options were valued using the Black Scholes model and the following inputs were used: expected life of 7 years, expected volatility of 114% and a risk-free rate of 1.59%. The grant fair value was $453,585 and $50,755 of stock compensation was recognized for the quarter ended June 30, 2020.

 

On July 26, 2019, 484,612 options were granted to employees and consultants at an exercise price of $3.595. The options were using the Black Scholes model and the following inputs were used: expected life of 7 years, expected volatility of 114% and a risk-free rate of 1.59%. The grant fair value was $1,525,525. 11,461 options were cancelled for the year ended March 31, 2020 and 1,286 were canceled and stock compensation of $269,579 was recognized in the quarter ended June 30, 2020.

 

On September 3, 2019, 5,000 options were granted to an employee at an exercise price of $3.20 which will vest over three years starting September 3, 2020. The options were valued using the Black Scholes model and the following inputs were used: expected life of 7 years, expected volatility of 114% and a risk-free rate of 1.59%. The grant fair value was $14,010 and $1,168 of stock compensation expense was recognized in the quarter ended June 30, 2020.

 

During the quarter ended June 30, 2020, the Company recorded $407,315 in share-based compensation related to the vesting of stock options (June 30, 2019 - $287,757).

 

 13 

 

 

BIONIK LABORATORIES CORP.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the three month periods ended June 30, 2020 and 2019

(Amounts expressed in U.S. Dollars) (unaudited)

 

11.STOCK OPTIONS – Continued

 

The following is a summary of stock options outstanding and exercisable as of June 30, 2020:

 

Exercise Price ($)   Number of Options     Expiry Date   Exercisable Options  
34.500     630     20-Jun-21     630   
34.500     13,212     01-Jul-21     13,212  
34.500     944     17-Feb-22     944  
183.000     2,667     24-Nov-22     2,667  
150.000     11,400     14-Dec-22     11,400  
142.500     359     28-Mar-23     359  
157.500     1,387     28-Mar-23     1,387  
105.000     2,667     06-Feb-24     2,667  
102.000     1,667     13-Feb-24     1,667  
142.500     106     03-Mar-24     106  
157.500     408     03-Mar-24     408  
142.500     43     14-Mar-24     43  
157.500     164     14-Mar-24     164  
142.500     327     30-Sep-24     327  
157.500     1,264     30-Sep-24     1,264  
24.150     81,436     01-Sep-27     40,722  
23.250     13,064     24-Jan-25     9,132  
9.735     40,000     19-Apr-28     40,000  
3.16     168,283     31-May-26     168,283  
3.595     473,151     26-July-26     56,417  
3.20     5,000     03-Sep-26     -  
      818,179           351,798  

  

The weighted-average remaining contractual term of the outstanding options is 6.02 years (March 31, 2020 – 6.28 years) and for the options that are exercisable the weighted average is 5.84 years (March 31, 2020 – 6.12 years).

 

12.WARRANTS

 

The following is a continuity schedule of the Company’s common share purchase warrants:

 

   Number of   Weighted Average Exercise Price 
   Warrants   ($) 
Outstanding and exercisable, March 31, 2019   288,517    40.27 
Expired   (163,483)   (38.91)
Outstanding and exercisable, March 31, 2020   125,034    20.07 
Expired   (2,667)   (37.50)
Outstanding and exercisable June 30, 2020   122,367    19.69 

 

During the quarter ended June 30, 2020, 2,667 warrants expired in accordance with their terms.

 

 14 

 

 

BIONIK LABORATORIES CORP.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the three month periods ended June 30, 2020 and 2019

(Amounts expressed in U.S. Dollars) (unaudited)

 

  12. WARRANTS – Continued

   

Common share purchase warrants

 

The following is a summary of common share purchase warrants outstanding as of June 30, 2020.

 

Exercise

Price ($)

 

Number of

Warrants

   Expiry Date 
90.00   15,658    March 31, 2023 
9.375   64,025    August 14, 2022 
9.375   42,684    March 31, 2022 
    122,367      

 

The weighted-average remaining contractual term of the outstanding warrants was 2.07.

 

13.COMMITMENTS AND CONTINGENCIES

 

Contingencies

 

From time to time, the Company may be involved in a variety of claims, suits, investigations and proceedings arising in the ordinary course of our business, collections claims, breach of contract claims, labor and employment claims, tax and other matters. Although claims, suits, investigations and proceedings are inherently uncertain and their results cannot be predicted with certainty, the Company believes that the resolution of current pending matters will not have a material adverse effect on its business, financial position, results of operations or cash flow. Regardless of the outcome, litigation can have an adverse impact on the Company because of legal costs, diversion of management resources and other factors.

 

Commitments

 

(a)On February 25, 2015, 1,753 common shares were issued to two former lenders connected with a $241,185 loan received and repaid during fiscal 2013. The common shares were valued at $210,323 based on the value of the concurrent private placement and recorded in stock-based compensation on the consolidated statement of operations and comprehensive loss. As part of the consideration for the initial loan, the Company’s then-CTO and COO had transferred 2,098 common shares to the lenders. For contributing the common shares to the lenders, the Company intends to reimburse the former CTO and COO 2,134 common shares. As at June 30, 2020 these shares have not yet been issued.

 

(b)

On May 17, 2017, the Company entered into a Co-operative Joint Venture Contract (the “JV Contract”) with Ginger Capital Investment Holding, Ltd. (the “JV Partner”) to form China Bionik Medical Rehabilitation Technology Ltd. (“China JV”), pursuant to which, among other things, the Company was to have a 25% interest and the JV Partner a 75% interest. The Company applied the equity method of accounting to the joint venture.

 

The Company gave notice on May 18, 2020 to the JV Partner of the termination of the China JV as well as terminating the Licensing and Distribution agreements with the China JV. As a result of the termination of the China JV and related commercial agreements, the Company has been communicating with its counterparts regarding such termination.

 

(c)In connection with the acquisition of IMT, the Company acquired a license agreement dated June 8, 2009, with a former director as a co- licenser, pursuant to which the Company pays the director and the co-licenser an aggregate royalty of 1% of sales based on patent #8,613,691. No sales have been made, as the technology under this patent has not been commercialized.

 

14.SUBSEQUENT EVENTS

 

(a)Subsequent to June 30, 2020, the Company received an additional $200,000 from lenders under the terms of the convertible loans described in Note 8 (a).

 

 15 

 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

This Quarterly Report on Form 10-Q contains statements reflecting assumptions, expectations, projections, intentions, or beliefs about future events that are intended as “forward-looking statements”. All statements included or incorporated by reference in this Quarterly Report on Form 10-Q, other than statements of historical fact, that address activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward- looking statements. These statements appear in several places, including, but not limited to in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements represent our reasonable judgment of the future based on various factors and using numerous assumptions and are subject to known and unknown risks, uncertainties and other factors that could cause our actual results and financial position to differ materially from those contemplated by the statements. You can identify these statements by the fact that they do not relate strictly to historical or current facts, and use words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “may,” “will”, “should,” “plan,” “project” and other words of similar meaning. In particular, these include, but are not limited to, statements relating to the following:

 

·projected operating or financial results, including anticipated cash flows used in operations.

 

·expectations regarding capital expenditures; and

 

·our beliefs and assumptions relating to our liquidity position, including our ability to obtain additional financing.

 

Any or all of our forward-looking statements may turn out to be wrong. They can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and other factors including, among others:

 

·the loss of key management personnel on whom we depend.

 

·our ability to operate our business efficiently, manage capital expenditures and costs (including general and administrative expenses) and obtain financing when required; and

 

·our expectations with respect to our acquisition activity.

 

In addition, there may be other factors that could cause our actual results to be materially different from the results referenced in the forward-looking statements, some of which are included in this Quarterly Report on Form 10-Q, including in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Many of these factors will be important in determining our actual future results. Consequently, no forward-looking statement can be guaranteed. Our actual future results may vary materially from those expressed or implied in any forward-looking statements. All forward- looking statements contained in this Quarterly Report on Form 10-Q are qualified in their entirety by this cautionary statement. Forward-looking statements speak only as of the date they are made, and we disclaim any obligation to update any forward-looking statements to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q, except as otherwise required by applicable law.

 

This discussion and analysis should be read in conjunction with the accompanying condensed consolidated interim financial statements and related notes, and the Company’s Annual Report on Form 10-K for the year ended March 31, 2020 as filed with the Securities and Exchange Commission.

 

The discussion and analysis of the financial condition and results of operations are based upon the financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of any contingent liabilities at the financial statement date and reported amounts of revenue and expenses during the reporting period. On an on-going basis we review our estimates and assumptions. The estimates were based on historical experience and other assumptions that we believe to be reasonable under the circumstances. Actual results are likely to differ from those estimates under different assumptions or conditions, but we do not believe such differences will materially affect our financial position or results of operations.

 

In light of these risks and uncertainties, and especially given the nature of our existing and proposed business, there can be no assurance that the forward-looking statements contained in this section and elsewhere in this Quarterly Report on Form 10-Q will in fact occur. Potential investors should not place undue reliance on any forward- looking statements. Except as expressly required by the federal securities laws, there is no undertaking to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason.

 

The discussion and analysis of the financial condition and results of operations are based upon the financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of any contingent liabilities at the financial statement date and reported amounts of revenue and expenses during the reporting period. On an on-going basis we review our estimates and assumptions. The estimates were based on historical experience and other assumptions that we believe to be reasonable under the circumstances. Actual results are likely to differ from those estimates under different assumptions or conditions, but we do not believe such differences will materially affect our financial position or results of operations.

 

 16 

 

 

Company Overview

 

Bionik Laboratories Corp. is a healthcare company focused on improving the quality of life of millions of people with neurological or mobility impairments by combining artificial intelligence and innovative robotics technology and data solutions to help individuals from hospital to home to regain mobility, enhance autonomy, and regain self-esteem.

 

The Company uses artificial intelligence and machine learning technologies to make rehabilitation methods and processes smarter and more intuitive to deliver greater recovery for patients with neurological or mobility impairments. These technologies allow large amounts of data to be collected and processed in real-time, enabling appropriately challenging and individualized therapy during every treatment session. This is the foundation of the InMotion® therapy. The Company’s rehabilitation therapy robots are built on an artificial intelligence platform, measuring the position, the speed and the acceleration of the patients’ arm 200 times per second. The artificial intelligence platform is designed to adapt in real time to the patient’s needs and progress while providing quantifiable feedback of a patient’s progress and performance, in a way that the Company believes a trained clinician cannot.

 

Based on this foundational work, the Company has a portfolio of products and solutions focused on upper and lower extremity rehabilitation for stroke and other mobility-impaired individuals, including three InMotion® robots currently in the market and two products in varying stages of development.

 

COVID-19

 

As a result of extended shutdowns of businesses around the world due to the COVID-19 pandemic, we have seen a slowdown in our business as most of the capital expenditure programs of the healthcare facilities that make up our customer base have been put on hold or has been significantly curtailed. This, along with our typically long sales cycle, has affected our ability to generate revenues in recent months. As a result, we have taken steps to address the decrease in revenue, as follows:

 

·

Effective April 1, 2020, we furloughed three employees in the United States and temporarily laid-off one employee in Canada. Additionally, our senior management agreed to a salary deferral of between 30-50%. Our remaining employees in the U.S. received base salary reductions of between 30%-50%. In Canada, our remaining employees received a reduction in base salary and hours of 45%. As a result of obtaining the U.S. and Canadian government’s programs described below, U.S. employees with salaries less than $100,000 annually were returned to full salary and with salaries exceeding $100,000 annually were increased to 75% of their normal base salary. Most of the Company’s Canadian and US employees have returned to their normal base salary. Senior management are continuing with the previously established salary deferrals.

 

·On May 6, 2020, our U.S. subsidiary received funding in the original principal amount of $459,912 pursuant to the federal Paycheck Protection Program under the Coronavirus Aid, Relief and Economic Security Act, which is administered by the U.S. Small Business Administration. We are using the proceeds from this funding for eligible purposes, including to retain workers and maintain payroll or make mortgage interest payments, lease payments, and utility payments. The loan was funded by Bank of America, N.A. pursuant to the terms of a Promissory Note dated as of May 1, 2020. We intend to apply for forgiveness for all or a portion of the loans in accordance with applicable law.

 

·Our Canada operations secured $37,612 of government financial relief under the Canadian Emergency Wage Subsidy, which is available monthly until December 2020 which was used to return the salaries of many of our Canadian employees back to their full amount.

 

·The Company has reduced working on its research and development projects to focus only on the development of InMotion ConnectTM, to provide the ability for hospital management to access remotely to management dashboards presenting the utilization data of each of their InMotion® robotic devices and their InMotion® robotic devices productivity.

 

Recent Developments

 

On May 18, 2020, we terminated our Distribution Agreement dated May 17, 2017 with China Bionik Medical Rehabilitation Technology Ltd., and the related License Agreement dated May 17, 2017. The Distribution Agreement and the License Agreement were originally entered into as part of the Company’s cooperative joint venture in China evidenced by that Co-operative Joint Venture Contract dated May 17, 2017, as amended, made between the Company and Ginger Capital Investment Holding, Ltd. As a result of the termination of the Distribution Agreement and the License Agreement, we further gave notice to Ginger Capital that we were terminating the Co-operative Joint Venture Contract in accordance with its terms.

 

In September 2019, we commenced an up to $3 million convertible note offering (subsequently increased to $7,000,000), of which $1,302,575 was raised through June 30, 2020 and an additional approximately $200,000 was raised in July 2020. In addition, on March 23, 2020, we borrowed $2,000,000 evidenced by a term promissory note from an existing stockholder and lender of the Company.

 

 17 

 

 

History

 

Bionik Laboratories Corp. was incorporated on January 8, 2010 in the State of Colorado. At the time of our incorporation the name of our company was Strategic Dental Management Corp. On July 16, 2013, we changed our name from Strategic Dental Management Corp. to Drywave Technologies, Inc. and changed our state of incorporation from Colorado to Delaware. Effective February 13, 2015, we changed our name to Bionik Laboratories Corp.

 

Bionik Laboratories Inc. was incorporated on March 24, 2011 under the Canada Business Corporations Act.

 

On February 26, 2015, we entered into an Investment Agreement with Bionik Acquisition Inc., a company existing under the laws of Canada and our wholly owned subsidiary, and Bionik Canada whereby we acquired 100 Class 1 common shares of Bionik Canada representing 100% of the outstanding Class 1 common shares of Bionik Canada. After giving effect to this and related transactions, we commenced operations through Bionik Canada. Subsequently, on April 21, 2016, we acquired Interactive Motion Technologies, Inc., or IMT, a Boston, Massachusetts-based provider of effective robotic products for neurorehabilitation, including all its owned and licensed products both commercialized and in development.

 

Corporate Information

 

Our principal executive office is located at 483 Bay Street, N105, Toronto, ON, Canada M5G 2C9 and our main corporate telephone number is (416) 640-7887 x 508. Our principal US office is located at 80 Coolidge Hill Road, Watertown, MA, USA 02472, telephone number 617-926-4800. Our website is www.bioniklabs.com. Information on our website does not constitute a part of this Quarterly Report on Form 10-Q.

 

Our Business

 

The InMotion® therapy uses the Company’s robots to assist patients to rewire a segment of their brains after injury, also known as neuroplasticity. The InMotion® Robots - the InMotion® ARM, InMotion® WRIST and the InMotion® ARM/HAND – are designed to provide intelligent, adaptive therapy in a manner that has been clinically shown to maximize neurorecovery.

 

The Company commenced developing a next generation home version of the InMotion® upper-body rehabilitation technology, and may develop a lower-body wearable assistive product which is in technical development and based on the Company’s existing ARKE lower body exoskeleton technology, which could allow certain mobility impaired individuals to walk better. The Company intends to continue development of these new products as and when the Company has sufficient funds and resources. We may in the future further augment our product portfolio through technology acquisition opportunities should they become available and if we are sufficiently capitalized to undertake these investments.

 

The InMotion® ARM, InMotion® ARM/HAND, and InMotion® WRIST are robotic therapies for the upper limbs. InMotion® robotic therapies have been characterized as Class II medical devices by the U.S. Food and Drug Administration, or FDA, and are listed with the FDA to market and sell in the United States. More than 280 of our clinical robotic products for stroke rehabilitation have been sold in over 15 countries, including the United States. In addition to these fully developed, clinical rehabilitation solutions, we are also developing “InMotion HomeTM”, which is an upper extremity product that allows the patient to extend their therapy for as long as needed while rehabilitating at home. This rehabilitation solution is being developed on the same design platform as the InMotion® clinical products.

 

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We believe recent payment changes in the U.S. marketplace proposed and finalized by the Centers for Medicare and Medicaid Services will create a favorable environment for greater clinical adoption of our robotic technology. For instance, the Improving Medicare Post-Acute Care Transformation Act of 2014, or the Impact Act of 2014, began the shift toward standardizing patient assessment data for quality measures. The updated Prospective Payment System (PPS), SNF QRP (Quality Reporting Program) and SNF VBP (Value Based Purchasing) programs have further shifted reimbursement toward the needs of the patient and away from volume of services provided in the skilled nursing setting. Other programs have caused a similar shift in the Inpatient Rehabilitation Facility setting, as well, resulting in such providers being publicly ranked, as well as financially rewarded, for quality reporting and better outcomes.

 

We have a growing body of clinical data for our products. More than 1,500 patients participated in trials using our InMotion® robots, the results of which have been published in peer-reviewed medical journals (including the New England Journal of Medicine and Stroke).

 

An earlier model of InMotion® robots were used in a multicenter randomized controlled phase III interventional trial, funded by the National Institute for Health Research Health Technology Assessment Program (RATULS) in the United Kingdom. The study was completed in 2018, included the enrollment of 770 stroke patients in a multi-center randomized controlled research trial to evaluate the clinical and cost effectiveness of robot-assisted training in post-stoke care. The RATULS trial confirmed the finding of previous research studies which demonstrated that robot assisted therapy improved upper limb impairment when compared with conventional care of stroke victims.

 

The primary outcome for upper limb success was determined by an Action Research Arm Test (ARAT), with four distinct success criteria that varied according to baseline severity. This test with these success criteria was developed by the RATULS trial team for this study and has not been used previously in clinical trials. The findings of this major research trial demonstrated that robot assisted therapy improved upper limb impairment, however, using this ARAT measurement, the trial was unable to conclude that robot assisted therapy or enhance upper limb therapy resulted in improved upper limb functionality after stroke compared with usual care provided to patients with stroke related upper limb functional limitation. The study findings also showed that the attrition rate was drastically reduced in the patient population following either robotic therapy or enhanced upper limb therapy versus usual care only. Most of the withdrawals from the study were before 3 months of usual care due to the disappointment with the treatment allocation.

 

We collaborated with Intelliware Development, a leading custom software solutions company based in Toronto, to customize and deploy a new software platform, InMotion ConnectTM. InMotion ConnectTM , launched in June 2020, is designed to target the critical need to link patient centric rehabilitation results to patient management portals. InMotion ConnectTM is providing the ability for hospital management to access remotely to management dashboards presenting the utilization data of each of their InMotion® robotic devices and their robotic devices’ productivity. Customized reporting capabilities in the platform focus on facility and organization measurement dashboards to support effective decision making for clinicians and for hospital management. Through further customization with each hospital system, patients progress during the therapy sessions and patient’s evaluation will be made available and ultimately feed electronic medical records (EMR) at any hospital or rehabilitation facility. We believe that leveraging Intelliware’s healthcare software development expertise will ensure the HL7 compliant InMotion Connect™ will seamlessly feed data through existing various hospital protocols, providing practitioners protected patient data and treatment results.

 

On December 14, 2018, we entered into a Sale of Goods Agreement (the “Agreement”) with CHC Management Services, LLC, or Kindred, pursuant to which, among other things, Kindred agreed to purchase from us in a first phase a minimum of 21 of the Company’s InMotion® ARM Interactive Therapy Systems – a minimum of one for each of Kindred’s existing and soon-to-open affiliated inpatient rehabilitation hospitals and similar facilities described in the Agreement, and in a second phase a minimum of one InMotion® ARM Interactive Therapy System for each future facilities of Kindred, during the four-year minimum term of the Agreement. 21 InMotion® robots were sold in total to Kindred by March 31, 2019.

 

We have also entered into an agreement with Cogmedix Inc., a wholly owned subsidiary of Coghlin Companies, a medical device development and manufacturing company located in West Boylston, MA, to produce InMotion® robots. The initial agreement is for turnkey, compliant manufacturing with the capability of scaling faster production to meet increased volume as the Company grows. In addition, our Massachusetts-based manufacturing facility is compliant with ISO- 13485 and FDA regulations.

 

We currently hold an intellectual property portfolio that includes 5 U.S. patents and 1 U.S. pending patent, 5 of which are pending internationally, as well as other patents under development. We may file provisional patents from time to time, which may expire if we do not pursue full patents within 12 months of the filing date. Two provisional patents have recently been filed, pertaining to BIONIK’s InMotion HomeTM development and recently launched InMotion ConnectTM platform, each of which the Company plans to file as a full patent prior to the 12-month deadline. The provisional patents may not be filed as full patents and new provisional patents may be filed as the technology changes. Additionally, we hold exclusive licenses to three additional patents of which one is currently being used for the InMotion® Wrist and is licensed to us from the Massachusetts Institute of Technology.

 

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We have filed trademarks in the U.S. and European Union for InMotion®, InMotion Home™, InMotion Connect™, InMotion Pulse™, and InMotion Insights™; the trademark for InMotion® is registered in the European Union and in the U.S., the trademark for InMotion Connect is registered in the European Union and pending in the US, while InMotion Home™, InMotion Pulse™, and InMotion Insights™ are pending in both jurisdictions.

 

We currently sell our products directly or can introduce customers to a third-party finance company to lease at a monthly fee over the term or other fee structure for our products to hospitals, clinics, distribution companies and/or buying groups that supply those rehabilitation facilities.

 

We introduced our new enhanced commercial version of the InMotion® product line starting with the InMotion® ARM in December 2017 and then the InMotion® ARM/HAND in January 2019. We sold 11 InMotion® robots in the fiscal year ended March 31, 2018, 33 InMotion® robots in the fiscal year ended March 31, 2019, 17 InMotion® robots for the fiscal year ended March 31, 2020, and 2 robots in the three months ended June 30, 2020.

 

We had $257,908 of revenue for the first quarter ended June 30, 2020 compared to $790,379 for the first quarter ended June 30, 2019.

 

Significant Accounting Policies and Estimates

 

The discussion and analysis of the financial condition and results of operations are based upon the financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of any contingent liabilities at the financial statement date and reported amounts of revenue and expenses during the reporting period. On an on-going basis we review our estimates and assumptions. The estimates were based on historical experience and other assumptions that we believe to be reasonable under the circumstances. Actual results are likely to differ from those estimates under different assumptions or conditions, but we do not believe such differences will materially affect our financial position or results of operations.

 

Results of Operations

 

From the inception of Bionik Canada on March 24, 2011 through June 30, 2020 we have generated a deficit of $73,380,946.

 

We expect to incur additional operating losses through the fiscal year ending March 31, 2021 and beyond, principally as a result of our continuing research and development, building the sales and marketing team, long sales cycles and general and administrative costs predominantly associated with being a public company.

 

For the Quarter ended June 30, 2020 compared to the Quarter ended June 30, 2019

 

Sales

 

Sales were $257,908 for the quarter ended June 30, 2020 (June 30, 2019 - $790,379). The revenues for the quarter ended June 30, 2020 are comprised of sales of 2 (June 30, 2019 – 8) InMotion™ robots, as well as service, and warranty income. The decrease in the number of InMotion™ robots sold is related to delays that impact on our business from the COVID-19 pandemic.

 

Cost of Sales and Gross Margin

 

Cost of sales was $62,555 for the quarter ended June 30, 2020 (June 30, 2019- $336,085). Gross margin increased to 75.7% for the quarter ended June 30, 2020 (June 30, 2019 – 57.5%) due to the reversal of an overstated warranty reserve of $81,224, and was 57.6% without the effects of the warranty adjustment.

 

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Operating Expenses

  

Total operating expenses for the quarter ended June 30, 2020 were $2,153,889 compared to $2,622,989 for the quarter ended June 30, 2019, as further described below.

 

For the quarter ended June 30, 2020, the Company incurred $223,185 in sales and marketing expenses, compared to $583,732 for the quarter ended June 30, 2019. The decrease in these expenses is that due to the COVID-19 pandemic, the sales team has not been able to travel or go to conferences.

 

For the quarter ended June 30, 2020, the Company incurred research and development expenses of $353,263 (June 30, 2019– $816,523). The decrease in research and development expenses relates to a reduction in the employees in this department and the completion of the development of our InMotion Connect product.

 

The Company incurred general and administrative expenses of $1,128,510 for the quarter ended June 30, 2020, compared to $841,693 for the quarter ended June 30, 2019. The increase in general and administrative expenses in 2020 over 2019 resulted from legal fees and other public company related costs.

 

Stock compensation expense was $407,315 for the quarter ended June 30, 2020, compared to $287,757 for the quarter ended June 30, 2019, due to increased option grant expense in the period ended June 30, 2020 compared to the period ended June 30, 2019.

 

Amortization of technology and other assets allocated from the purchase of IMT was $23,504 for the quarter ended June 30, 2020 (June 30, 2019 – $69,314). The amortization has decreased as certain assets acquired have been fully amortized. Assets acquired were workforce and non-compete agreements which is now fully amortized. Customer relationships is amortized over 10 years, patents and our exclusive license agreements over their lifetime and trademarks are indefinite and therefore are not amortized.

 

Depreciation amounted to $18,112 for the quarter ended June 30, 2020 (June 30, 2019 -$23,970).

 

Other Expenses (Income)

 

For the quarter ended June 30, 2020, we incurred other expense of $74,975 (June 30, 2019 – $14,296). The increase in other expenses relates to higher interest expense in connection with higher indebtedness in the period ended June 30, 2020 compared to the period ended June 30, 2019.

 

For the quarter ended June 30, 2020, we received other income of $37,612 (June 30, 2019 - $Nil) from Canadian government grants relating to the COVID-19 pandemic, used for payroll in Canada (CEWS). CEWS is recognized as other income in the consolidated statement of operations in the period in which the Company recognizes expenses for which CEWS is intended to compensate.

 

For the quarter ended June 30, 2020, we incurred a foreign exchange loss of $11,177 (June 30, 2019 – ($62,357)). On April 1, 2015, our subsidiaries changed their functional currency from the Canadian Dollar to the U.S. Dollar. This reflects the fact that most of the Company’s business is influenced by an economic environment denominated in U.S. currency as well as that the Company anticipates revenues to be earned in U.S. dollars.

 

Comprehensive loss for the quarter ended June 30, 2020 was $(2,007,076), resulting in loss per share of $(0.39), and for the quarter ended June 30, 2019 the comprehensive loss was $(2,120,644), resulting in loss per share of ($0.55).

 

Liquidity and Capital Resources

 

We have funded operations through the issuance of capital stock, loans, grants, and investment tax credits received from the Government of Canada. Since 2015, we have raised an aggregate of $11,341,397 from the sale of our stock, incurred an aggregate of $27,613,608 in loans that were subsequently converted into our common stock, and incurred an aggregate of $400,000 in loans that were repaid in accordance with their terms. Additionally, in May 2020 we received funding of $459,912 pursuant to the federal Paycheck Protection Program under the Coronavirus Aid, Relief and Economic Security Act. The loan is unsecured, bears interest of 1% per annum and a deferment period of 6 months. The loan is to be used primarily for payroll related costs, lease, and utility payments. The Company intends to apply for forgiveness for all or a portion of the loans in accordance with applicable law. If the loan is not forgiven, the Company will be obligated to repay the loan during the period of 2 years.

 

In June 2020, the Company has received additional convertible loans of $1,302,575. At June 30, 2020, the Company had outstanding loans in the aggregate principal amount of $3,912,592.

 

Based on our current burn rate, we need to raise additional capital in the short term to fund operations and meet expected future liquidity requirements, as well as to repay our remaining existing indebtedness (including our funding from the CARES Act, if and to the extent the loan is not forgiven), or we will be required to curtail or terminate some or all of our product lines or our operations. We are continuously in discussions to raise additional capital, which may include or be a combination of convertible or term loans and equity which, if successful, will enable us to continue operations based on our current burn rate, for the next 12 months; however, we cannot give any assurance at this time that we will successfully raise all or some of such capital or any other capital. Furthermore, we do not have an established source of funds sufficient to cover operating costs after December 2020 at this time.

 

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There can be no assurance that necessary debt or equity financing will be available, or will be available on terms acceptable to us, in which case we may be unable to meet our obligations or fully implement our business plan, if at all. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The accompanying condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on recoverability and reclassification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

 

Additionally, we will need additional funds to respond to business opportunities including potential acquisitions of complementary technologies, protect our intellectual property, develop new lines of business, and enhance our operating infrastructure. While we may need to seek additional funding for any such purposes, we may not be able to obtain financing on acceptable terms, or at all. In addition, the terms of our financings may be dilutive to, or otherwise adversely affect, holders of our common stock. We will also seek additional funds through arrangements with collaborators or other third parties. However, the recent COVID-19 pandemic has presented unprecedented challenges to businesses and the investing landscape around the world. Therefore, there can be no assurance that management’s plans will be successful. We may not be able to negotiate any such arrangements on acceptable terms, if at all. If we are unable to obtain additional funding on a timely basis, we may be required to curtail or terminate some or all of our product lines or our operations.

 

As a result of the COVID-19 pandemic and actions taken to slow its spread, the global credit and financial markets have experienced extreme volatility, including diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates and uncertainty about economic stability. There can be no assurance that further deterioration in credit and financial markets and confidence in economic conditions will not occur. If equity and credit markets deteriorate, it may make any necessary debt or equity financing more difficult to obtain, more costly and/or more dilutive. Any of these actions could materially harm our business, results of operations and future prospects.

 

Net Cash Used in Operating Activities

 

During quarter ended June 30, 2020, we used cash in operating activities of $(1,629,197). The increased use of cash in the quarter ended June 30, 2020, compared to a use of $(1,323,946) for the quarter ended June 30, 2019, is mainly attributable to the working capital changes in the quarter ended June 30, 2020.

 

Net Cash Used in Investing Activities

 

During the quarter ended June 30, 2020, net cash used in investing activities was $(Nil), compared to $(42,802) for the quarter ended June 30, 2019.

 

Net cash used in investing activities in the quarter ended June 30, 2019 was used for the acquisition of equipment related to the Company’s purchase of additional computer equipment due to the increase in engineers, equipment to help with the development of our technology and demo units to assist in the sales process.

 

Net Cash Provided by Financing Activities

 

Net cash provided by financing activities was $1,762,487 for the quarter ended June 30, 2020, compared to $1,450,000 for the quarter ended June 30, 2019. The increase in the quarter ended June 30, 2020 was due to more capital raised and PPP loan.

 

Newly Adopted and Recently Issued Accounting Pronouncements

 

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In January 2017, the FASB issued ASU 2017-04, “Intangibles – Goodwill and Other”. ASU 2017-04 simplifies the accounting for goodwill impairment by eliminating Step 2 of the current goodwill impairment test, which required a hypothetical purchase price allocation.

 

Goodwill impairment will now be the amount by which the reporting unit’s carrying value exceeds its fair value, limited to the carrying value of the goodwill. ASU 2017-04 is effective for financial statements issued for fiscal years, and interim periods beginning after December 15, 2019. The Company has adopted ASU 2017-04 and it did not have a material effect on the consolidated balance sheet and consolidated statement of operations.

 

In June 2016, the FASB issued ASU 2016-13 Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses of Financial Instruments, which introduces an expected credit loss methodology for the impairment of financial assets measured at amortized cost basis. The methodology replaces the probable, incurred loss model for those assets. The update if effective for fiscal years beginning after December 15, 2019. The Company has adopted ASU 2016-13 and it did not have a material effect on the consolidated balance sheet and consolidated statement of operations.

 

Recently issued

 

Accounting Standards Update 2020-06—Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity: simplifies accounting for convertible instruments by removing major separation models required under current Generally Accepted Accounting Principles (GAAP). Consequently, more convertible debt instruments will be reported as a single liability instrument and more convertible preferred stock as a single equity instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU also simplifies the diluted earnings per share (EPS) calculation in certain areas. The amendments in this Update are effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is assessing the impact that the adoption of ASU 2020-06 will have on the consolidated balance sheet and consolidated statement of operations.

 

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying condensed consolidated interim financial statements.

 

Off-Balance Sheet Arrangements

 

We had no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

 

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Not applicable for smaller reporting companies.

 

Item 4. Controls and Procedures.

 

Disclosure Controls and Procedures

 

We maintain “disclosure controls and procedures” as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

 

As of the end of the period covered by this Quarterly Report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rules 13a-15(b) and 15d-15(b). Based upon this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures as of the end of the period covered by this Quarterly Report were effective.

 

Changes in Internal Control over Financial Reporting

 

During the three months ended June 30, 2020, there were no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Part II- OTHER INFORMATION

 

Item 1. Legal Proceedings

 

None

 

Item 1A. Risk Factors

 

Not applicable for smaller reporting companies

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

All unregistered issuances of equity securities during the period covered by this quarterly report have been previously disclosed on our Current Reports on Form 8-K.

 

Item 3. Defaults Upon Senior Securities.

 

None

 

Item 4. Mine Safety Disclosures

 

Not applicable

 

Item 5. Other Information

 

None

 

 

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(b) Exhibits

 

The following exhibits, which are numbered in accordance with Item 601 of Regulation S-K, are filed herewith or, as noted, incorporated by reference herein.

 

Exhibit

NumberDescription of Exhibits

 

10.1Promissory Note, dated May 1, 2020 (Incorporated by reference to the Company’s Current Report on Form 8-K filed on May 12, 2020)
10.2Form of Subscription Agreement (Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 9, 2020)
10.3Form of Promissory Note (Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 9, 2020)
10.4Allonge to Convertible Promissory Note dated June 3, 2020 (Incorporated by reference to the Company’s Current Report on Form 8-K filed on June 9, 2020)

31.1Certificate of Chief Executive Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2Certificate of Chief Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1Certification of Chief Executive Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2Certification of Chief Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INSXBRL Instance Document
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document

101.DEFXBRL Taxonomy Extension Definition Linkbase Document

101.LABXBRL Taxonomy Extension Label Linkbase Document

101.PREXBRL Taxonomy Extension Presentation Linkbase Document

 

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SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) 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 12, 2020

  

 

 Bionik Laboratories Corp.

   
By:/s/ Eric Dusseux
  Eric Dusseux
  Chief Executive Officer
  (Principal Executive Officer)
   
  By: /s/ Leslie Markow Leslie Markow
  Chief Financial Officer
  (Principal Financial and Accounting Officer)

 

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