Annual report pursuant to Section 13 and 15(d)

Stockholders' Equity

v3.23.2
Stockholders' Equity
 12 Months Ended
Mar. 31, 2023
Stockholders' Equity  
Stockholders' Equity

9. Stockholders’ Equity

Common Stock Authorized

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​

​

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​

​

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​

​

​

March 31, 2023

​

March 31, 2022

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Number of shares

    

​

$

    

Number of shares

    

​

$

Exchangeable Shares

 

  

​

​

  

​

  

​

​

  

Balance beginning of period

 

112,440

​

$

113

​

112,440

​

$

113

Converted into common shares

 

(1,048)

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​

(1)

​

—

​

​

—

Balance at end of period

 

111,392

​

​

112

​

112,440

​

​

113

Common Shares

 

​

​

​

​

​

​

​

​

​

Balance at beginning of the period

 

6,767,114

​

​

6,766

​

5,589,375

​

​

5,589

Shares issued to exchangeable shareholders

 

1,048

​

​

1

​

—

​

​

—

Shares issued on conversion of loans (a)

 

—

​

​

—

​

947,602

​

​

947

Shares issued in lieu of services (b)

​

110,000

​

​

110

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50,000

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​

50

Options exercised in conjunction with 2021 notes (c)

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—

​

​

—

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180,137

​

​

180

Balance at end of the period

​

6,878,162

​

​

6,877

​

6,767,114

​

​

6,766

Total Shares

 

6,989,554

​

$

6,989

​

6,879,554

​

$

6,879
(a) During the year ended March 31, 2022, the Company issued the remaining 1,408 shares of the Company’s common stock which were issued to the noteholders pursuant to the terms of the 2020 Convertible Notes as discussed in Note 6 above. Additionally, on March 31, 2022, the 2021 notes were converted into 946,194 shares of common stock of the Company as discussed in Note 6 above. During the year ended March 31, 2021, the principal and interest of $1.7 million associated with the 2020 Convertible notes were converted into 181,463 shares of common stock of the Company as discussed in Note 6 above.
(b) During the year ended March 31, 2022, the Company issued 50,000 shares for expenses to support the Company’s investor relations strategy. During the year ended March 31, 2023, the Company issued 110,000 shares to a director of the Company in lieu of consulting services. The shares were valued based on the trading price of the Company’s common stock on the issuance date.
(c) With the 2021 Notes as discussed in Note 6 above, in July 2021, $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 180,137 outstanding options of certain debtholders. The outstanding options were valued based on the predetermined exercise price of the stock options.

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.

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 “Beneficiaries”). 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.

Preferred Stock

Bionik has authorized 5,000,000 shares of $0.001 par value preferred stock at March 31, 2023 and March 31, 2022. The Company’s board of directors has full authority to issue this stock and to fix the voting powers, preference rights, qualifications, limitations, or restrictions thereof, including dividend rights, conversion rights, redemption privileges and liquidation preferences and the number of shares constituting any series or designation of such series.