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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

     Quarterly Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 for the Quarterly Period ended June 30, 2021

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
incorporation or organization)

 

(I.R.S. Employer
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 x508

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

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 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 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

Smaller reporting company

 

 

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

The number of shares outstanding of the registrant’s common stock as of August 10, 2021 was 5,770,920 shares.

Table of Contents

BIONIK LABORATORIES CORP.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

Item 1. Interim Financial Statements

Condensed Consolidated Balance Sheets as of June 30, 2021 and March 31, 2021

2

Condensed Consolidated Statements of Operations for the three months ended June 30, 2021 and 2020

3

Condensed Consolidated Statements of Comprehensive Loss for the three months ended June 30, 2021 and 2020

4

Condensed Consolidated Statements of Cash Flows for the three months ended June 30, 2021 and 2020

5

Notes to Condensed Consolidated Financial Statements

6

Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations

15

Item 3. Quantitative and Qualitative Disclosures about Market Risk

22

Item 4. Controls and Procedures

22

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

23

Item 1A. Risk Factors

23

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

23

Item 3. Defaults Upon Senior Securities

23

Item 4. Mine Safety Disclosures

23

Item 5. Other Information

23

Item 6. Exhibits

24

SIGNATURES

25

1

Table of Contents

Part I—Financial Information

Item 1. Interim Financial Statements

Bionik Laboratories Corp.

Condensed Consolidated Balance Sheets

(unaudited)

March 31, 

    

June 30, 2021

    

2021

Assets

 

  

 

Current assets

 

  

 

  

Cash and cash equivalents

 

$

541,587

$

608,348

Accounts receivable

 

446,105

451,905

Prepaid expenses and other current assets

 

1,779,934

1,680,557

Inventories

 

601,312

692,163

Total current assets

 

3,368,938

3,432,973

Equipment

 

67,845

93,577

Intangible assets, net

 

956,919

976,551

Goodwill

 

4,282,984

4,282,984

Total assets

 

$

8,676,686

$

8,786,085

Liabilities and Stockholders' Equity

 

  

Current liabilities

 

  

Accounts payable

 

$

520,776

$

454,809

Accrued liabilities

 

778,401

760,026

PPP loan

459,912

Demand loans, current portion

2,212,334

2,152,334

Deferred revenue, current portion

 

232,250

268,083

Total current liabilities

 

3,743,761

4,095,164

Deferred revenue, net of current portion

318,604

303,917

Demand loans, net of current portion

1,697,457

1,105,974

Total liabilities

5,759,822

5,505,055

Commitments and contingencies (Note 9)

Stockholders' Equity

 

  

 

  

Preferred stock, $0.001 par value; Authorized 5,000,000; Issued-1 Special voting preferred stock, $0.001 par value; Authorized; Issued – 1

 

 

Common stock, $0.001 par value; Authorized – 13,000,000; Issued 5,589,375 and 112,440 Exchangeable Shares at June 30, 2021 and March 31, 2021

 

5,702

 

5,702

Additional paid-in capital

 

88,322,050

 

88,227,506

Accumulated deficit

 

(85,445,239)

 

(84,994,327)

Accumulated other comprehensive income

 

34,351

 

42,149

Total stockholders' equity

 

2,916,864

 

3,281,030

Total liabilities and stockholders' equity

$

8,676,686

$

8,786,085

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

2

Table of Contents

Bionik Laboratories Corp.

Condensed Consolidated Statements of Operations

(unaudited)

Three months ended June 30,

    

2021

    

2020

Revenues, net

$

671,283

$

257,908

Cost of revenues

130,506

62,555

Gross Profit

540,777

195,353

Operating expenses

 

 

Sales and marketing

 

329,474

 

238,895

Research and development

 

180,967

 

384,490

General and administrative

 

832,221

 

1,530,504

Total operating expenses

 

1,342,662

 

2,153,889

Loss from operations

 

(801,885)

 

(1,958,536)

Interest expense, net

102,296

74,975

Other (income), net

 

(453,269)

 

(26,435)

Total other (income) expense

 

(350,973)

 

48,540

Net loss

 

$

(450,912)

 

$

(2,007,076)

Loss per share - basic and diluted

 

$

(0.08)

 

$

(0.39)

Weighted average number of shares outstanding – basic and diluted

 

5,701,815

 

5,126,834

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

3

Table of Contents

Bionik Laboratories Corp.

Condensed Consolidated Statements of Comprehensive Loss

(unaudited)

    

Three Months Ended June 30,

2021

2020

Net loss

$

(450,912)

$

(2,007,076)

Other comprehensive loss components:

 

  

 

  

Cumulative translation adjustment

 

(7,798)

 

Total other comprehensive loss

 

(7,798)

 

Comprehensive loss

$

(458,710)

$

(2,007,076)

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

4

Table of Contents

Bionik Laboratories Corp.

Condensed Consolidated Statements of Cash Flows

For the three month periods ended June 30, 2021 and 2020

(unaudited)

    

Three months ended

    

Three months ended

June 30, 2021

June 30, 2020

Operating activities:

 

  

 

  

Net loss

 

$

(450,912)

 

$

(2,007,076)

Reconciliation of net loss to net cash from operating activities:

 

 

Depreciation and amortization

 

29,116

 

41,616

Interest expense

 

102,296

 

74,975

Share based compensation expense

 

94,544

 

407,315

Extinguishment of debt

(459,912)

Changes in non-cash working capital items

 

 

Accounts receivable

 

5,800

 

(128,308)

Prepaid expenses and other current assets

 

(99,252)

 

(90,798)

Net book value of demonstration inventory sold

16,248

Due from related parties

 

 

(817)

Inventories

 

90,851

 

114,472

Accounts payable

 

66,518

 

(413,219)

Accrued liabilities

 

7,766

 

406,425

Deferred revenue

 

(21,146)

 

(33,782)

Net cash used in operating activities

 

(618,083)

 

(1,629,197)

Investing activities:

 

 

Purchases of equipment

 

 

Net cash used in investing activities

 

 

Financing activities:

 

 

Proceeds from convertible loans

 

 

1,302,575

Proceeds from PPP loan

459,912

Proceeds from term loan

 

550,000

 

Net cash provided by financing activities

550,000

1,762,487

Effect of exchange rate changes on cash and cash equivalents

1,322

Net (decrease) increase in cash and cash equivalents

 

(66,761)

 

133,290

Cash and cash equivalents, beginning of the period

 

608,348

 

2,269,747

Cash and cash equivalents, end of the period

 

$

541,587

 

$

2,403,037

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

5

Table of Contents

BIONIK LABORATORIES CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1.    Interim Condensed Consolidated Financial Statements

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim information and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for reporting on Form 10-Q. Accordingly, certain information and footnote disclosures required for complete financial statements are not included herein. It is recommended that these financial statements be read in conjunction with the consolidated financial statements and related notes that appear in the Annual Report on Form 10-K of Bionik Laboratories Corp. (“Bionik” or the “Company”) for the fiscal year ended March 31, 2021 filed with the SEC on June 24, 2021. In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of June 30, 2021, and its results of operations for the three months ended June 30, 2021 and 2020, and cash flows for the three months ended June 30, 2021 and 2020. The condensed consolidated balance sheet at March 31, 2021 was derived from audited annual financial statements, but does not contain all of the footnote disclosures from the annual financial statements. Results of operations for the three months ended June 30, 2021 are not necessarily indicative of the results for the year ending March 31, 2022 or any period thereafter.

Reclassifications

For comparability purposes, certain prior period amounts in the condensed consolidated financial statements have been reclassified to conform to the current period’s presentation within the condensed consolidated statements of operations and comprehensive loss.

Management Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures at the date of the financial statements during the reporting period. Significant estimates are used for, but are not limited to, revenue recognition, allowance for doubtful accounts, inventory reserves, impairment analysis of goodwill and intangibles including their useful lives, research and development accruals, deferred tax assets, liabilities and valuation allowances, and fair value of stock options. 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, 2021 and through the date of this report filing. On an ongoing basis, management evaluates its estimates and actual results could differ from those estimates.

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

Critical Accounting Policies

The following accounting policies have been updated and adopted as of April 1, 2021 which differ from the accounting policies disclosed in Form 10-K for the year ended March 31, 2021, filed with the SEC on June 24, 2021:

Property and Equipment

Property and equipment are recorded at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets as compared to the double-declining the method the Company had previously used. Assets under capital leases and leasehold improvements are amortized using the straight-line method over the shorter of the estimated useful life of the asset or the respective lease term. Included in property and equipment are certain robots that are used for demonstration purposes. Maintenance and repairs are charged to expense as incurred. Bionik continually evaluates whether events or circumstances have occurred that indicate that the estimated remaining useful life of its long-lived assets may warrant revision or that the carrying value of these assets may be impaired. Bionik evaluates the realizability of its long-lived assets based on profitability and cash flow expectations for the related asset. Any write-downs are treated as permanent reductions in the carrying amount of the assets. Based on this evaluation, Bionik believes that, as of each of the balance sheet dates presented, none of Bionik’s long-lived assets were impaired.

Table of Contents

The useful lives for property and equipment is as follows:

    

Useful Life (in years)

Computers and electronics

 

3

Furniture and fixtures

 

5

Demonstration equipment

 

3

Manufacturing equipment

 

5

Tools and parts

 

3

Assets under capital lease

 

Life of lease

Foreign Currency Translation

A portion of Bionik’s operations is conducted through operations in countries other than the United States. Since the Company conduct its business in U.S. dollars, the main exposure, if any, results from changes in the exchange rate between the Canadian dollar and the U.S. dollar. Bionik’s functional currency is the U.S. dollar. The Company’s policy is to reduce exposure to exchange rate fluctuations by having most of Bionik’s assets and liabilities, as well as most of Bionik’s revenues and expenditures, in U.S. dollars, or U.S. dollar linked. The Company has not historically engaged in hedging activities relating to its non-U.S. dollar operations. The Company may incur negative foreign currency conversion charges as a result of changes in currency exchange rates.

The remainder of Bionik’s critical accounting policies and the related judgments and estimates affecting the preparation of its condensed consolidated financial statements are included in our Annual Report on Form 10-K for the year ended March 31, 2021. There have been no other material changes to the Company’s critical accounting policies as of June 30, 2021.

Going Concern

At June 30, 2021, cash and cash equivalents were $0.5 million. At June 30, 2021, the Company had a working capital deficit of $0.4 million and at March 31, 2021, the Company had a working capital deficit of $0.7 million. At June 30, 2021 and March 31, 2021, the Company has accumulated deficits of $85.4 million and $85.0 million, respectively. The Company has incurred a net loss and comprehensive loss for the three months ended June 30, 2021 and 2020 of $0.5 million and $2.0 million, respectively.

On July 15, 2021, the Company commenced a refinancing of its existing indebtedness and launched a new secured convertible promissory note offering of up to $10.0 million. Pursuant to the terms of the offering, the Company is offering for sale up to $10.0 million in convertible notes to accredited investors and non-U.S. persons. As a result, the Company issued an aggregate of $8.3 million in principal of convertible notes of which an aggregate of $5.0 million was purchased for cash and the remainder was issued as a result of consolidating existing debt.

The Company’s future funding requirements depend on a number of factors, including the rate of market acceptance of its current and future products and the resources the Company devotes to developing and supporting the same. 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.

The Company will require additional financing to fund its operations and it is currently working on securing additional 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 condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

Refer to Note 11--Subsequent Events for more information.

7

Table of Contents

2.    Goodwill and Intangible Assets

Goodwill represents the excess of the purchase price over the fair value of assets acquired and liabilities assumed in a business combination. The Company does not amortize its goodwill, but instead tests for impairment annually in the fourth quarter and more frequently whenever events or changes in circumstances indicate that fair value of the asset may be less than the carrying value of the asset.

Changes to goodwill during the three months ended June 30, 2021 were as follows:

    

Total

Balance—March 31, 2021

$

4,282,984

Adjustments to goodwill

Balance— June 30, 2021

$

4,282,984

Intangible assets consist of the following at June 30, 2021 and March 31, 2021:

    

Patents & 

    

    

    

    

    

    

Exclusive

License

Customer

Non-Compete

Assembled

 

    

Agreement

    

Trademark

    

Relationships

    

Agreement

    

Workforce

Total

Useful Life

    

9.74 years

    

Indefinite

    

10 years

    

2 years

    

1 year

    

  

Gross carrying amount

$

1,306,031

$

2,505,907

$

1,431,680

$

61,366

$

275,720

$

5,580,704

Impairment

 

(316,388)

 

(1,905,907)

 

(857,298)

 

 

 

(3,079,593)

Accumulated amortization

 

(632,724)

 

 

(574,382)

 

(61,366)

 

(275,720)

 

(1,544,192)

Balance—June 30, 2021

$

356,919

$

600,000

$

$

$

$

956,919

Patents &

 

Exclusive

License

Customer

Non-Compete

Assembled

 

Agreement

Trademark

Relationships

Agreement

Workforce

Total

Useful Life

    

9.74 years

    

Indefinite

    

10 years

    

2 years

    

1 year

    

 

Gross carrying amount

$

1,306,031

$

2,505,907

$

1,431,680

$

61,366

$

275,720

$

5,580,704

Impairment

 

(316,388)

 

(1,905,907)

 

(857,298)

 

 

(3,079,593)

Accumulated amortization

 

(613,092)

 

 

(574,382)

 

(61,366)

 

(275,720)

(1,524,560)

Balance—March 31, 2021

$

376,551

$

600,000

$

$

$

$

976,551

Amortization expense for the three months ended June 30, 2021 and 2020 was $20,000 and $24,000, respectively. Amortization expense is classified as a component of general and administrative expenses in the accompanying condensed consolidated statements of operations.

3.    Balance Sheet Accounts

Prepaid Expenses and Other Current Assets

    

June 30, 

    

March 31, 

2021

2021

Prepaid inventory

$

1,495,968

$

1,501,542

Prepaid insurance

 

178,612

 

52,573

Other prepaid expenses

 

105,354

 

126,442

$

1,779,934

$

1,680,557

8

Table of Contents

Equipment

Equipment consisted of the following at June 30, 2021 and March 31, 2021:

June 30, 2021

March 31, 2021

Accumulated

Accumulated

    

Cost

    

Depreciation

    

Net

    

Cost

    

Depreciation

    

Net

Computers and electronics

$

303,337

$

303,337

$

$

303,337

$

303,337

$

Furniture and fixtures

 

36,795

 

36,795

 

 

36,795

 

36,795

 

Demonstration equipment

 

123,301

 

55,456

 

67,845

 

170,386

 

76,809

 

93,557

Manufacturing equipment

 

88,742

 

88,742

 

 

88,742

 

88,742

 

Tools and parts

 

11,422

 

11,422

 

 

11,422

 

11,422

 

Assets under capital lease

 

68,453

 

68,453

 

 

68,453

 

68,453

 

$

632,050

$

564,205

$

67,845

$

679,135

$

585,558

$

93,577

Depreciation expense for the three months ended June 30, 2021 and 2020 was $9,000 and $18,000, respectively.

Accrued Expenses

Accrued expenses consist of the following at June 30, 2021 and March 31, 2021:

    

June 30, 

    

March 31, 

2021

2021

Accrued personnel costs

$

301,591

$

371,886

Accrued director fees

 

158,172

 

50,672

Accrued commissions

 

54,117

 

51,080

Accrued professional fees

 

65,000

 

127,211

Accrued warranty costs

 

29,187

 

45,936

Accrued other

 

170,334

 

113,241

$

778,401

$

760,026

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 costs are included in accrued liabilities on the condensed consolidated interim balance sheets and amounted to $29,000 at June 30, 2021 and $46,000 at March 31, 2021.

4.    Inventories

Bionik states all inventories at the lower of cost or net realizable value, determined on a first-in, first-out method. Inventory includes finished goods at actual costs from its outsourced manufacturing partners as well as work-in-process for goods that are in the manufacturing process.

June 30, 

March 31, 

    

2021

    

2021

Finished goods

601,312

692,163

$

601,312

$

692,163

5.    Demand Loans & PPP Loans

Convertible Loans Payable

During the three months ended June 30, 2020, the Company received $1.3 million, In addition to $0.1 million previously loaned to the Company, pursuant to a $7.0 million convertible note offering (the "2020 Convertible Note Offering"). The convertible notes issued in the 2020 Convertible Note Offering (the "2020 Convertible Notes") bear interest at a fixed rate at 1%

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per month. The 2020 Convertible Notes were converted into common stock of the Company at March 31, 2021 in accordance with the terms of the 2020 Convertible Note Offering.

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 2020 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 Noteholders 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 conversion shares actually issued on or as of the maturity date of the 2020 Convertible Notes. Since the Company has adopted ASU 2017-11, the anti-dilution protection clause does not contribute to the conversion feature to be a derivative liability.

Interest expense associated with the 2020 Convertible Notes for the three months ended June 30, 2020, was $16,000

See Note 11—Subsequent Events for information on the consolidation of this indebtedness into the Company’s new convertible promissory note offering.

Shareholder loan

On March 23, 2020, the Company received a $2.0 million loan from an existing shareholder. The promissory note evidencing the loan 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 $5.0 million from a “Subsequent Financing.” The accrued interest shall be payable in cash commencing on March 31, 2021 with the quarterly payments accrued for the first three payment dates (3-month, 6-month and 9-month anniversaries of the issue date), and then quarterly thereafter. The remaining half of the interest accrued will be paid upon the maturity date. The loan is repayable or convertible to common shares at the loan holder’s option on March 31, 2022 at a price per share equal to the price per share of the Company’s then most recent capital raise or debt conversion, or any other valuation as agreed in writing between the loan holder and the Company.

On February 24, 2021, and in addition to the shareholder loan above, the Company entered into a term loan and security agreement dated February 12, 2021 where Bionik may borrow up to $3.0 million from lenders from time to time. Pursuant to the terms of the agreement, the loan bears interest at a fixed rate of 1% per month. The principal amount and interest on the loan will be due and payable on the earlier of (i) February 12, 2023 and (ii) the date of receipt by the Company of a minimum of $3.0 million in equity. During the three months ended June 30, 2021, the Company received term loan proceeds totaling $0.6 million. As of June 30, 2021, the Company has received $1.6 million against this term loan.

Interest expense associated with these loans for the three months ended June 30, 2021 and 2020 was $0.1 million for each such periods. Interest payable associated with these loans at June 30, 2021 and March 31, 2021 was $0.3 million for each such periods.

See Note 11--Subsequent Events, for information on the consolidation of this indebtedness into the Company’s new convertible promissory note offering.

Paycheck Protection Program Loan

In May 2020, the Company signed a promissory note for $0.5 million 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 has applied for forgiveness and as such forgiveness was granted in May 2021. The extinguishment of the PPP loan is recorded in the statement of operations as other income.

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6.    Stockholders’ Equity

Common Stock Authorized

June 30, 2021

March 31, 2021

    

Number of shares

    

$

    

Number of shares

    

$

Exchangeable Shares

  

  

  

 

Balance beginning of period

 

112,440

$

113

117,683

$

118

Converted into common shares

 

(5,243)

(5)

Balance at end of period

 

112,440

113

112,440

113

Common Shares

 

Balance at beginning of the period

 

5,589,375

5,589

5,009,151

5,008

Shares issued to exchangeable shareholders

 

5,243

5

Shares issued on conversion of loans

 

181,463

182

Shares issued in lieu of liabilities

397,685

398

Cancellation of shares by shareholders

(4,167)

(4)

Balance at end of the period

 

5,589,375

5,589

5,589,375

5,589

Total Shares

 

5,701,815

$

5,702

5,701,815

$

5,702

As approved by the stockholders of the Company at the annual meeting of stockholders held on October 5, 2020, the Company filed a certificate of amendment to its Amended and Restated Certificate of Incorporation, as amended with the Secretary of State of Delaware to decrease the authorized number of shares of (i) common stock of the Company from 500,000,000 to 13,000,000 and (ii) preferred stock of the Company from 10,000,000 to 5,000,000.

With the 2020 Convertible Notes, as discussed in Note 5 above, and pursuant to the terms of the 2020 Convertible Notes, the principal and interest of $1.7 million converted into 181,463 shares of the Company's common stock which were issued to the noteholders. The Company also issued shares in lieu of certain liabilities that it owed of which 262,125 shares of Bionik's common stock were issued in lieu of paying $0.7 million in director fees to its board of directors and 135,560 shares of common stock were issued for consideration consisting of the forgiveness and satisfaction of an aggregate of $0.3 million of deferred salary and bonus liabilities to two of its executives.

Special Voting Preferred Share

In February 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 a 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 of a subsidiary of the Company. 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.

7.    Stock-Based Compensation

Total stock-based compensation expense for the three months ended June 30, 2021 and 2020 was $0.1 million and $0.4 million, respectively.

Bionik did not grant any stock options during the three months ended June 30, 2021 and 2020. Stock options granted to employees or non-employees typically vest over a 1 to 5 year period.

Performance Based Units (“PSUs”) granted to employees vest annually based on time and continued performance and the achievement of performance goals as determined by the board of directors.

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The Company uses the Black-Scholes option pricing model to determine the estimated grant date fair values for stock-based awards. The Black-Scholes option pricing model requires the input of various subjective assumptions, including the option’s expected life and the price volatility of the underlying stock. The Company’s assumptions do not include an estimated forfeiture rate.

Option-pricing models require the input of various subjective assumptions, including the option’s expected life and the price volatility of the underlying stock. As it relates to grants previously issued, Bionik’s estimated expected stock price volatility is based on past grants that have been made. Bionik’s expected term of options granted was derived from looking at the Company’s exercise history of its awards granted. The risk-free rate for the expected term of the options is based on the U.S. Treasury yield curve in effect at the time of the grant.

As of June 30, 2021, the total unrecognized compensation cost related to outstanding stock options and PSUs expected to vest was $0.4 million, which the Company expects to recognize over a weighted-average period of 1.52 years.

8.    Warrants

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

Weighted

Average

Number of

Exercise 

    

 Warrants

    

Price 

Outstanding and exercisable, March 31, 2020

 

125,034

 

20.07

Expired

 

(2,667)

 

(37.50)

Outstanding and exercisable, March 31, 2021

 

122,367

 

19.69

Expired

Outstanding and exercisable June 30, 2021

 

122,367

 

19.69

The following is a summary of common share purchase warrants outstanding as of June 30, 2021.

Exercise 

    

Number of 

    

Price ($)

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 1.07 years.

9.    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

On February 25, 2015, 1,753 common shares were issued to two former lenders connected with a $0.2 million 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

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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 of June 30, 2021 these shares have not yet been issued.
In May 2020, the Company gave notice to its JV Partner, Ginger Capital Investment Holding, Ltd. that it was terminating the licensing and distribution agreements in accordance with its terms. The China JV was originally established for purposes of strengthening the economic cooperation and technical exchange between the parties and adopting advanced technology and scientific management methods through the distribution and promotion of the Company's products in the People's Republic of China, Hong Kong and Macau.
In connection with the Company’s April 2016 acquisition of Interactive Motion Technologies, Inc., the Company acquired a license agreement dated September 8, 2009, with a former director as a co-licenser, pursuant to which the Company is obligated to pay the former director and the co-licenser an aggregate royalty of 1% of sales based on patent #8,613,691 Dynamic Lower Limb Rehabilitation Robotic Apparatus and Method of Rehabilitating Human Gait). No sales have been made, as the technology under this patent has not been commercialized.

10.  Recent Accounting Pronouncements

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 U.S. 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 an 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 currently evaluating the impact the adoption of ASU 2020-06 will have on the Company’s consolidated financial statements and related disclosures.

In December 2019, the FASB issued ASU 2019-12 - Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, an authoritative guidance that simplifies the accounting for income taxes by removing certain exceptions and making simplifications in other areas. It is effective from the first quarter of fiscal year 2022, with early adoption permitted in any interim period. If adopted early, the Company must adopt all the amendments in the same period. The amendments have differing adoption methods including retrospectively, prospectively and/or modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption, depending on the specific change. The Company does not anticipate the new guidance will have a material impact on the consolidated balance sheet and consolidated statement of operations and comprehensive loss.

11.  Subsequent Events

On July 15, 2021, the Company commenced a refinancing of its existing indebtedness and launched a new secured convertible promissory note offering of up to $10.0 million (the “2021 Offering”). Pursuant to the terms of the 2021 Offering, the Company is offering for sale up to $10.0 million in convertible promissory notes (the “2021 Notes”) to accredited investors and non-U.S. persons. As a result, the Company issued an aggregate of $8.3 million in principal of 2021 Notes of which an aggregate of $5.0 million was purchased for cash and the remainder was issued as a result of consolidating existing debt.

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Under the Company’s existing term loan and security agreement as well as the existing shareholder loan as mentioned above, a portion of the outstanding principal and unpaid interest were used as consideration to acquire new 2021 Notes in the 2021 Offering and, as a result and with the option exercises described below, the term loan agreement and the existing shareholder loan were deemed paid in full and terminated. Accordingly, an aggregate of $1.1 million in outstanding principal and accrued unpaid interest under the term loan agreement was used to purchase a like amount of 2021 Notes in the 2021 Offering and an aggregate of $2.2 million in outstanding principal and accrued and unpaid interest under the shareholder loan was used to purchase a like amount of 2021 Notes in the 2021 Offering. The remaining $0.6 million of the outstanding principal and accrued and unpaid interest under the term loan agreement was applied towards the purchase price to exercise outstanding options of the debtholders.

Pursuant to the terms of the 2021 Offering, the Company issued an aggregate of $5.0 million in principal of additional 2021 Notes, which was purchased for cash. The Company intends to use the net cash proceeds from the 2021 Offering for the Company’s working capital requirements. The 2021 Notes bear interest at a fixed rate of 1% per month, computed based on a 360-day year of twelve 30-day months and will be payable, along with the principal amount, on the earlier of (the “Maturity Date”): (a) March 31, 2022 and (b) the consummation of the 2021 Offering, provided that the Company raises in one or more tranches aggregate gross proceeds of no less than $10,000,000.

The 2021 Note will be convertible either on the Maturity Date without any action on the part of the Lender into shares of common stock at a conversion price of $9.50 per share (the “Conversion Price”), or upon a change of control transaction prior to the Maturity Date at the election of the holders of a majority of the outstanding principal of the 2021 Notes under the 2021 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.

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ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains statements that involve substantial risks and uncertainties and that reflect 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. These forward-looking statements include, among other things, statements about:

our ability to identify and penetrate new markets for our products and technology;
our estimates regarding expenses, future revenues, capital requirements and needs for additional funding;
our ability to obtain and maintain regulatory clearances;
our sales and marketing capabilities and strategy in the United States and internationally;
our ability to retain key management personnel on whom we depend;
our expectations with respect to our acquisition activity;
our intellectual property portfolio; and
our ability to innovate, develop and commercialize new products.

We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. We have included important factors in the cautionary statements included in this Quarterly Report and in our other public filings with the Securities and Exchange Commission, or the SEC, that could cause actual results or events to differ materially from the forward-looking statements that we make.

You should read this Quarterly Report and the documents that we have filed as exhibits to this Quarterly Report completely and with the understanding that our actual future results may be materially different from what we expect. It is routine for internal projections and expectations to change as the year or each quarter in the year progresses, and therefore it should be clearly understood that the internal projections and beliefs upon which we base our expectations are made as of the date of this Quarterly Report and may change prior to the end of each quarter or the year. While we may elect to update forward-looking statements at some point in the future, we do not undertake any obligation to update any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law.

The following discussion should be read in conjunction with, and is qualified in its entirety by, the condensed consolidated financial statements and notes thereto included in Part I, Item 1 of this Quarterly Report and the consolidated financial statements and notes thereto and Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K filed with the SEC on June 24, 2021. Historical results and percentage relationships among any amounts in the financial statements are not necessarily indicative of trends in operating results for any future periods. 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.

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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 extremity rehabilitation for stroke and other mobility-impaired individuals, including InMotion robots currently in the market. Additionally, we launched our new software platform, 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.

Currently, we receive revenues from the sale of our InMotion robots to our customers both in the U.S. and internationally. We also record revenues associated with our extended warranties that customers will purchase with the sale of our InMotion robots as well as from the sale of the InMotion Connect hardware and the subscription fees associated with the utilization of the InMotion Connect solution.

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.

Our strategic business focus is on the following key areas:

Continuing to expand our distribution channels in the United States and internationally;
Continue to enhance our InMotion Connect software with solutions that serve clinical rehabilitation providers; and
Continue to drive efficiencies with our outsourced manufacturing partner to support the expected increase in product demand and introduction of new products.

We believe our business provides a platform for growth. We continue to make investments in our enhancements of our existing products and the future development of new products.

We currently hold an intellectual property portfolio that includes 5 U.S. patents and 1 U.S. patent pending, 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 converted into full patents, pertaining to Bionik's InMotion HomeTM, and InMotion ConnectTM platform, each of which has been filed as a full patent prior to the 12-month provisional 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.

Business Developments

In December 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 our 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

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facilities described in the Agreement, and in a second phase a minimum of one InMotion® ARM Interactive Therapy System for each future inpatient rehabilitation facilities of Kindred, during the four-year minimum term of the Agreement.

In June 2020, we launched our InMotion Connect platform, which consists of a hardware device connected to the InMotion Robot as well as a subscription to InMotion Connect Pulse. This platform provides anonymized data allowing us to focus activity to increase adoption and utilization of InMotion robotic technologies across healthcare systems.

During 2021, we implemented a machine learning prototype predictive model for the classification of the level of responsiveness of the InMotion® therapy outcomes. This solution was developed with Bitstrapped, a Toronto-based data engineering firm specializing in machine learning infrastructure through their partnership with Google Cloud Platform. This prototype enables us to continually train the model on anonymized data collected in real-time with InMotion Connect in rehabilitation facilities and track improvements in performance. This is the first step to a machine learning platform being developed as funds allow.

On July 15, 2021, we commenced a refinancing of our existing indebtedness and launched a new secured convertible promissory note offering of up to $10.0 million. Pursuant to the terms of the offering, we were offering for sale up to $10.0 million in convertible notes to accredited investors and non-U.S. persons. As a result, we issued an aggregate of $8.3 million in principal of convertible notes of which an aggregate of $5.0 million was purchased for cash and the remainder was issued as a result of consolidating existing debt.

Covid-19 Pandemic

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 nine 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. Senior managements salaries were restored in December 2020 until March 2021, when certain senior management salaries were reduced between 30%-50% for 3 months.

On May 6, 2020, our U.S. subsidiary received funding in the original principal amount of $0.5 million 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 was funded by Bank of America, N.A. pursuant to the terms of a Promissory Note dated as of May 1, 2020. We have used 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. We applied for forgiveness of this debt with the SBA and as of May 23, 2021, have received forgiveness of the loan and all interest of $0.5 million which is included in other income, net in the condensed consolidated statement of operations.

Our Canada operations secured $37,000 of government financial relief under the Canadian Emergency Wage Subsidy in the three months ended June 30, 2020, which is available monthly until June 2021, which was used to return the salaries of many of our Canadian non-management employees back to their full amount. There was no relief received in the three months ended June 30, 2021.

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Results of Operations

Three Months Ended June 30, 2021 and 2020

The following table contains selected statement of operations data, which serve as the basis of the discussion of our results of operations for the three months ended June 30, 2021 and 2020, respectively:

   

Three Months Ended

  

    

  

 

June 30,

2021

2020

 

    

As a % of

As a % of

Total

Total

$

%

    

Amount

    

Revenues

    

Amount

    

Revenues

    

Change

    

Change

Revenues, net

$

671,283

 

100

%  

$

257,908

 

100

%  

$

413,375

 

160

%

Cost of revenues

 

130,506

 

19

 

62,555

 

24

 

67,951

 

109

Gross profit

 

540,777

 

81

 

195,353

 

76

 

381,667

 

195

Operating expenses

 

  

 

  

 

  

 

  

 

  

 

  

Sales and marketing

 

329,474

 

49

 

238,895

 

93

 

90,579

 

38

Research and development

 

180,967

 

27

 

384,490

 

149

 

(203,523)

 

(53)

General and administrative

 

832,221

 

124

 

1,530,504

 

593

 

(698,283)

 

(46)

Total operating expenses

 

1,342,662

 

200

 

2,153,889

 

835

 

(811,227)

 

(38)

Loss from operations

 

(801,885)

 

(119)

 

(1,958,536)

 

(759)

 

1,156,651

 

59

Interest expense, net

 

102,296

 

15

 

74,975

 

29

 

27,321

 

36

Other (income), net

 

(453,269)

 

(68)

 

(26,435)

 

(10)

 

(426,834)

 

(1,615)

Total other (income) expense

 

(350,973)

 

(52)

 

48,540

 

19

 

(399,513)

 

(823)

Net loss

$

(450,912)

 

(67)

%  

$

(2,007,076)

 

(778)

%  

$

1,556,164

 

78

%

Revenues

Total revenues for the three months ended June 30, 2021 increased by $0.4 million, or 160%, to $0.7 million, as compared to revenues of $0.3 million for the three months ended June 30, 2020.

    

Three Months Ended

    

  

    

  

 

June 30,

$

%

2021

    

2020

    

Change

    

Change

Product

$

563,138

    

$

199,500

    

$

363,638

 

182

%

Subscriptions

 

54,750

 

 

54,750

 

100

Service, extended warranty & other

 

53,395

 

58,408

 

(5,013)

 

(9)

Total revenues

$

671,283

$

257,908

$

413,375

 

160

%

The change in total revenues was attributable to a number of factors:

Product revenue increased $0.4 million due to an increase in the number of units shipped in the three months ended June 30, 2021 as compared to the three month period ended June 30, 2020.
The increase in our subscription sales is due to our InMotion Connect Pulse solutions subscriptions that were sold. This product was launched in June 2020.
Our service, extended warranty and other revenues were consistent in the periods shown.

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Cost of Revenues

Three Months Ended

  

    

  

 

June 30,

$

%

    

2021

    

2020

    

Change

    

Change

Cost of revenues

$

130,506

$

62,555

$

67,951

 

109

%

Cost of revenues (as a percentage of total revenues)

 

19

%  

 

24

%  

 

  

 

  

Total cost of revenues increased $68,000, or 109%, to $0.1 million for the 2021 period, as compared to $63,000 for the 2020 period. The increase was associated selling more units in the 2021 period as compared to the 2020 period as well as selling certain demonstration inventory which has a much lower cost associated with it.

Sales and Marketing

Three Months Ended

  

    

  

 

June 30,

$

%

    

2021

    

2020

    

Change

    

Change

 

Sales and marketing

$

329,474

$

238,895

$

90,579

38

%

Sales and marketing (as a percentage of total revenues)

 

49

%

93

%

  

 

  

Sales and marketing expenses increased $0.1 million, or 38%, to $0.3 million for the 2021 period, as compared to $0.2 million for the 2020 period. The increase was due to increased commissions of $0.1 million due to the increase of units sold during the 2021 period as compared to the 2020 period.

Research and Development

    

Three Months Ended

  

    

  

 

June 30,

$

%

    

2021

    

2020

    

Change

    

Change

Research and development

$

180,967

$

384,490

$

(203,523)

 

(53)

%

Research and development (as a percentage of total revenues)

 

27

%  

 

149

%  

 

  

 

  

Research and development expenses decreased $0.2 million, or 53%, to $0.2 million for the 2021 period, as compared to $0.4 million for the 2020 period. The decrease was due to a $0.2 million decrease in payroll and payroll related expenses as our research and development headcount was reduced due to the COVID-19 pandemic.

General and Administrative

Three Months Ended

  

    

  

 

June 30,

$

%

    

2021

    

2020

    

Change

    

Change

General and administrative

$

832,221

$

1,530,504

$

(698,283)

 

(46)

%

General and administrative (as a percentage of total revenues)

 

124

%

 

593

%  

 

  

 

  

General and administrative expenses decreased $0.7 million, or 46%, to $0.8 million for the 2021 period, as compared to $1.5 million for the 2020 period. Share based compensation expense decreased by $0.3 million associated with a reduction in our headcount due to the COVID-19 pandemic. Franchise tax decreased by $0.2 million associated with the amendment to our Amended and Restated Certificate of Incorporation and the reduction of our authorized number of shares. Professional service fees were reduced by $0.3 million associated with a decrease in consultants, legal fees and accounting fees.

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Interest Expense, net

Three Months Ended

  

    

  

 

June 30,

$

%

    

2021

    

2020

    

Change

    

Change

Interest expense, net

$

102,296

$

74,975

$

27,321

 

36

%

Interest expense, net (as a percentage of total revenues)

 

15

%  

 

29

%  

 

  

 

  

The interest expense for the three month period ending June 30, 2021 increased by $27,000 due to more debt outstanding during the period leading to more interest expense than in the 2020 period.

Other (income), net

Three Months Ended

  

    

  

    

June 30,

$

%

    

2021

    

2020

    

Change

    

Change

 

Other (income), net

$

(453,269)

$

(26,435)

$

(426,834)

 

(1,615)

%

Other (income), net (as a percentage of total revenues)

 

(68)

%  

 

(10)

%  

 

  

 

  

For the three month period ending June 30, 2021 other (income) consisted primarily of the extinguishment of the PPP loan associated with the forgiveness from the federal government of $0.5 million. In the 2020 period, we received Canadian government grants relating to the COVID-19 pandemic, used for payroll in Canada (CEWS) of $37,000.

Liquidity and Capital Resources

We have funded operations through the issuance of capital stock, loans, grants, and investment tax credits and forgiveable loans received from the U.S. and Canada governments. We require cash to pay our operating expenses, including research and development activities, fund working capital needs and make capital expenditures. At June 30, 2021, our cash and cash equivalents were $0.5 million. Our cash and cash equivalents are predominantly cash in operating accounts.

On July 15, 2021, we commenced a refinancing of its existing indebtedness and launched a new secured convertible promissory note offering of up to $10.0 million. Pursuant to the terms of the offering, we are offering for sale up to $10.0 million in convertible notes to accredited investors and non-U.S. persons. As a result, we issued an aggregate of $8.3 million in principal of convertible notes of which an aggregate of $5.0 million was purchased for cash and the remainder was issued as a result of consolidating existing debt.

Under our then-existing term loan and security agreement as well as the then existing shareholder loan, a portion of the outstanding principal and unpaid interest were used as consideration to acquire new convertible promissory notes in the July 2021 offering and, as a result and with the option exercises described below, the term loan agreement and the existing shareholder loan were deemed paid in full and terminated. Accordingly, an aggregate of $1.1 million in outstanding principal and accrued unpaid interest under the term loan agreement was used to purchase a like amount of convertible notes in the July 2021 offering and an aggregate of $2.2 million in outstanding principal and accrued and unpaid interest under the shareholder loan was used to purchase a like amount of convertible notes in the July 2021 offering. The remaining $0.6 million of the outstanding principal and accrued and unpaid interest under the term loan agreement was applied towards the purchase price to exercise outstanding options held by certain of the debtholders.

Based on our current burn rate, we need to raise additional capital to fund operations, hire necessary employees we lost as a result of COVID-19 related furloughs and other terminations, and meet expected future liquidity requirements. 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.

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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 classification 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 our 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.

Cash Flows

Net cash used in operating activities was $0.6 million for the three months ended June 30, 2021, and resulted primarily from $0.5 million in net loss and $0.5 million relating to the extinguishment of the PPP loan offset by approximately $0.2 million in depreciation and amortization, interest expense and stock-based compensation expense for the period. Net changes in working capital items increased cash from operating activities by approximately $0.1 million, primarily related to increases in accounts payable associated with the timing of vendor payments. There was no net cash used in or provided by investing activities for the 2021 period. Net cash provided by financing activities during the three months ended June 30, 2021 was $0.6 million, related to proceeds received from the term loan.

Net cash used in operating activities was $1.6 million for the three months ended June 30, 2020, and resulted primarily from the $2.0 million of net loss offset by $0.5 million in depreciation and amortization, interest expense and stock-based compensation expense for the period. Net changes in working capital items decreased cash from operating activities by $0.1 million, primarily related to decreases in inventory and offset by increases in our accounts receivable and prepaids and other current assets. There was no net cash used in investing activities for the 2020 period. Net cash provided by financing activities during the three months ended June 30, 2020 was $1.8 million, relating to proceeds received from convertible loans as well as funds received from the PPP loan.

Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations set forth above are based on our financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. On an ongoing basis, we evaluate our estimates and judgments, including those described in our Annual Report on Form 10-K for the year ended March 31, 2021. We base our estimates on historical experience and on various assumptions that we believe to be reasonable under the circumstances. These estimates and assumptions form the basis for making judgments about the carrying values of assets and liabilities, and the reported amounts of revenues and expenses, that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

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The following accounting policies have been updated and adopted as of April 1, 2021:

Property and Equipment

Property and equipment are recorded at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets as compared to the double-declining the method the Company had previously used. Assets under capital leases and leasehold improvements are amortized using the straight-line method over the shorter of the estimated useful life of the asset or the respective lease term. Included in property and equipment are certain robots that are used for demonstration purposes. Maintenance and repairs are charged to expense as incurred. Bionik continually evaluates whether events or circumstances have occurred that indicate that the estimated remaining useful life of its long-lived assets may warrant revision or that the carrying value of these assets may be impaired. Bionik evaluates the realizability of its long-lived assets based on profitability and cash flow expectations for the related asset. Any write-downs are treated as permanent reductions in the carrying amount of the assets. Based on this evaluation, Bionik believes that, as of each of the balance sheet dates presented, none of Bionik’s long-lived assets were impaired.

Foreign Currency Translation

A portion of our operations is conducted through operations in countries other than the United States. Since we conduct our business in U.S. dollars, the main exposure, if any, results from changes in the exchange rate between the Canadian dollar and the U.S. dollar. Our functional currency is the U.S. dollar. Our policy is to reduce exposure to exchange rate fluctuations by having most of our assets and liabilities, as well as most of our revenues and expenditures, in U.S. dollars, or U.S. dollar linked. We have not historically engaged in hedging activities relating to our non-U.S. dollar operations. We may incur negative foreign currency conversion charges as a result of changes in currency exchange rates.

The remainder of our critical accounting policies and the related judgments and estimates affecting the preparation of our condensed consolidated financial statements are included in our Annual Report on Form 10-K for the year ended March 31, 2021. There have been no other material changes to our critical accounting policies as of June 30, 2021.

A discussion of our critical accounting policies and the related judgments and estimates affecting the preparation of our consolidated financial statements is included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2021. There have been no material changes to our critical accounting policies as of June 30, 2021.

Recent Accounting Pronouncements

See Note 10 to our condensed consolidated financial statements included in this Quarterly Report for information regarding recent accounting pronouncements that are of significance or potential significance to us.

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.

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

22

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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 interim Chief Executive Officer and our 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 interim 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, 2021, 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

None

Item 3. Defaults Upon Senior Securities.

None

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information

None

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Table of Contents

Item 6. 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

Number

 

Description of Exhibits

 

 

 

 

10.1

 

Separation Agreement, dated as of July 14, 2021, with Dr. Eric Dusseux

 

 

 

 

10.2

 

Form of Subscription Agreement (incorporated by reference to the registrant’s Current Report on Form 8-K filed on July 21, 2021)

 

 

 

 

10.3

 

Form of Convertible Promissory Note (incorporated by reference to the registrant’s Current Report on Form 8-K filed on July 21, 2021)

 

 

 

 

31.1

 

Certificate of Chief Executive Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

 

31.2

 

Certificate of Chief Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

 

32.1

 

Certification of Chief Executive Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

 

 

32.2

 

Certification of Chief Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

 

 

101.INS

 

Inline XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 

 

 

 

 

 

101.SCH

 

Inline XBRL Taxonomy Extension Schema Document

 

 

 

 

 

101.CAL

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document

 

 

 

 

 

101.DEF

 

Inline XBRL Taxonomy Extension Definition Linkbase Document

 

 

 

 

 

101.LAB

 

Inline XBRL Taxonomy Extension Label Linkbase Document

 

 

 

 

 

101.PRE

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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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, 2021