UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
FORM 8-K

 

CURRENT REPORT Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of report (Date of earliest event reported): May 8, 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. ¨

 

Securities registered pursuant to Section 12(b) of the Act: None.

 

 

 

 

 

  

Item 1.01 Entry Into A Material Agreement.

 

The information set forth in Item 2.03 is incorporated by reference into this Item 1.01.

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

On May 8, 2019, an existing investor of Bionik Laboratories Corp. (the “Company”), who is an affiliate of Andre-Jacques Auberton-Herve, the Chairman of the Board of the Company, loaned $500,000 (the “$500K Loan”) to the Company evidenced by a promissory note, dated May 8, 2019 (the “$500K Note”). The $500K Note bears interest at a fixed rate of 1.0% per month, beginning on the Issue Date (as defined in the $500K Note). Interest will be computed based on a 360-day year of twelve 30-day months and will be payable, along with the principal amount, on the earlier of: (i) May 8, 2021, (ii) the date of receipt of an aggregate of $10,000,000 in gross proceeds to the Company from the sale of the Company’s securities subsequent to the Issue Date, or (iii) upon a Change in Control (as defined in the $500K Note). The $500K Note contains customary events of default, which, if uncured, entitle the holder of the $500K Note to accelerate the due date of the unpaid principal amount of, and all accrued and unpaid interest on, the $500K Note. The foregoing is a brief description of the terms of the $500K Note and is qualified in its entirety by reference to the full text of the $500K Note, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

 

The Company intends to use the net proceeds from the $500K Loan for the Company’s working capital and general corporate purposes.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit   Description
10.1    Promissory Note, dated May 8, 2019

 

 

 

 

 

SIGNATURES

 

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

 

Date: May 10, 2019

 

  BIONIK LABORATORIES CORP.
     
  By: /s/ Leslie Markow
  Name: Leslie Markow
  Title: Chief Financial Officer