Quarterly report pursuant to Section 13 or 15(d)


9 Months Ended
Dec. 31, 2016
Business Combinations [Abstract]  
Business Combination Disclosure [Text Block]
On April 21, 2016, the Company acquired 100% of the common and preferred shares of IMT, through a transaction where Bionik Mergerco merged with and into IMT, with IMT surviving the Merger as a wholly owned subsidiary of Bionik.
Subject to the indemnification and escrow arrangements described in the Merger Agreement, Bionik issued an aggregate of 23,650,000 shares of Company Common Stock in exchange for all shares of IMT Common Stock and IMT Preferred Stock outstanding immediately prior to April 21, 2016. All shares have been issued at December 31, 2016.
Bionik also assumed each of the 3,895,000 options to acquire IMT Common Stock granted under IMT’s equity incentive plan or otherwise issued by IMT. These options were exchanged for purchase of an aggregate of 3,000,000 shares of Company Common Stock, of which 1,000,000 have an exercise price of $0.25. 1,000,000 have an exercise price of $0.95 and 1,000,000 have an exercise price of $1.05. Stock compensation expense on vested options of $2,582,890 was recorded on the options exchanged and this amount is included in the acquisition equation.
As a result of the acquisition of IMT, the Company acquired assets including three licensed patents, an MIT License Agreement, three FDA listed products, an FDA inspected manufacturing facility, extensive clinical and sales data, and international distributors. Due to the complexities in identifying and valuing the intangible assets acquired, the Company has not yet finalized the purchase price allocation. At this time the Company is not practicably able to estimate the fair value of each identifiable asset. The Company has retained an independent valuator to determine the purchase price allocation. At this time the Company anticipates the intangible assets to consist of clinical data, sales data, license and patents/technology acquired and any excess to result in goodwill.
The following sets forth the preliminary purchase price allocation based on management’s best estimates of fair value, including a summary of major classes of consideration transferred and the recognized amounts of assets acquired and liabilities assumed at the acquisition date.
As at
April 21, 2016
Fair value of 23,650,000 common shares (a)
Fair value of vested stock options (b)
Allocation of purchase price:
Cash and cash equivalents
Accounts receivable
Prepaid expenses and other current assets
Liabilities assumed:
Accounts payable
Accrued liabilities
Customer deposits
Demand notes payable
Promissory notes payable
Bionik advance
Net assets acquired
Intangible assets and goodwill
The fair value of common shares is based on $0.98 the closing market price of the Company’s common stock on April 21, 2016.
The fair value of the vested stock options was determined using the Black-Scholes option pricing model with the following key assumptions: a risk free rate of 1.59%, dividend and forfeiture rates of 0% and expected volatility of 114% which is consistent with the Company’s assumptions (Note 10).
The amount of IMT’s revenue and net loss and comprehensive loss included in the Company’s condensed consolidated interim statements of operations and comprehensive loss for the three and nine-month period ended December 31, 2016 are as follows:
For the period
For the period
Oct. 1 - Dec. 31, 2016
April 21 - Dec. 31, 2016
Net loss and comprehensive loss
Pro forma results of operations
The following unaudited pro forma financial information presents combined results of operations for each of the periods presented as if the Merger had been completed April 1, 2016. The pro forma data is for informational purposes only and is not necessarily indicative of the consolidated results of operations of the combined business had the Merger actually occurred on April 1, 2016 or the results of future operations of the combined business. For instance, planned or expected operational synergies following the Merger are not reflected in the pro forma information. Consequently, actual result will differ from the unaudited pro forma information presented below.
Three Months Ended
Nine Months Ended
December 31,
December 31,
Net (loss) income and comprehensive (loss) income
*There were no material or nonrecurring adjustments in the supplemental pro forma revenue or results of operations as shown above.