Washington, DC 20549


to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 28, 2019


Bionik Laboratories Corp.

(Exact Name of Registrant as Specified in Its Charter)


Delaware   000-54717   27-1340346
(State or Other Jurisdiction of Incorporation or Organization)   (Commission File Number)   (IRS Employer Identification No.)


483 Bay Street, N105

Toronto, ON



M5G 2C9

(Address of Principal Executive Offices)   (Zip Code)


Registrant’s Telephone Number, Including Area Code: (416) 640-7887



(Former Name or Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 

Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨






Item 3.02 Unregistered Sales of Equity Securities.


As previously disclosed by Bionik Laboratories Corp. (the “Company”), new and existing investors in the Company subscribed for convertible promissory notes (collectively, the “Notes”) and loaned to the Company an aggregate of $4,650,000 (the “Loans”) pursuant to the Company’s up to $5,000,000 convertible note offering. An aggregate of $300,000 of the Loans was loaned by an affiliate of Andre Auberton-Herve, the Chairman of the Company, and an aggregate of $750,000 of the Loans was loaned by an affiliate of Remi Gaston-Dreyfus, a director of the Company.


Pursuant to the terms of the Notes, as of the maturity date of the Notes on March 28, 2019, the Notes (outstanding principal and interest) converted in accordance with their terms into an aggregate of 1,247,099 shares (the “Shares”) of the Company’s common stock (the “Conversion”).


The Shares issued upon Conversion were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, Section 3(a)(9) of the Securities Act and/or Regulation S under the Securities Act.







Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Date: April 2, 2019


  By: /s/ Leslie Markow
  Name: Leslie Markow
  Title: Chief Financial Officer