Transition report pursuant to Rule 13a-10 or 15d-10

SHARE CAPITAL (Tables)

v3.5.0.1
SHARE CAPITAL (Tables)
3 Months Ended
Mar. 31, 2016
Stockholders' Equity Note [Abstract]  
Schedule of Stockholders Equity [Table Text Block]
 
 
 
 
March 31, 2016
 
 
 
 
December 31, 2015
 
 
 
 
 
Number of
 
 
 
 
 
 
 
Number of
 
 
 
 
 
 
 
 
shares
 
 
$
 
 
 
 
shares
 
 
$
 
Exchangeable Shares:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, beginning of period
 
 
 
 
50,00,000
 
 
 
50,000
 
 
 
 
 
50,000,000
 
 
 
50,000
 
Balance, end of the year
 
 
 
 
50,000,000
 
 
 
50,000
 
 
 
 
 
50,000,000
 
 
 
50,000
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common Shares:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, beginning of the period
 
 
 
 
22,428,313
 
 
 
22,428
 
 
 
 
 
15,839,563
 
 
 
15,840
 
Shares issued under private placement
 
 
 
 
-
 
 
 
-
 
 
(x)-(xii)
 
 
6,568,750
 
 
 
6,568
 
Shares issued for services
 
(xiii)
 
 
117,471
 
 
 
117
 
 
(xiii)
 
 
20,000
 
 
 
20
 
Cashless exercise of warrants
 
(xiv)
 
 
45,508
 
 
 
46
 
 
 
 
 
-
 
 
 
-
 
Balance, end of the period
 
 
 
 
22,591,292
 
 
 
22,591
 
 
 
 
 
22,428,313
 
 
 
22,428
 
TOTAL COMMON SHARES
 
 
 
 
72,591,292
 
 
 
72,591
 
 
 
 
 
72,428,313
 
 
 
72,428
 
 
 
 
 
 
March 31, 2015
 
 
December 31, 2014
 
 
 
 
 
Number of
 
 
 
 
 
Number of
 
 
 
 
 
 
 
 
shares
 
 
$
 
 
shares
 
 
$
 
Exchangeable Shares:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at beginning of period
 
 
 
 
49,737,096
 
 
 
49,737
 
 
 
36,621,885
 
 
 
36,622
 
Shares issued for services
 
(v)
 
 
262,904
 
 
 
263
 
 
 
-
 
 
 
-
 
Shares issued under private placement
 
(i)
 
 
-
 
 
 
-
 
 
 
10,792,335
 
 
 
10,792
 
Shares issued on conversion and settlement of debt
 
(ii)(iii)
 
 
-
 
 
 
-
 
 
 
1,012,142
 
 
 
1,012
 
Shares issued on the exercise of options
 
(iv)
 
 
-
 
 
 
-
 
 
 
1,310,734
 
 
 
1,311
 
Balance at end of the period
 
 
 
 
50,000,000
 
 
 
50,000
 
 
 
49,737,096
 
 
 
49,737
 
Common Shares:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at beginning of the period
 
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
Shares issued as Merger consideration
 
(vii)
 
 
6,000,063
 
 
 
6,000
 
 
 
-
 
 
 
-
 
Shares issued under private placement
 
(vi)(viii)
(ix)
 
 
9,839,500
 
 
 
9,840
 
 
 
-
 
 
 
-
 
Balance at end of the period
 
 
 
 
15,839,563
 
 
 
15,840
 
 
 
-
 
 
 
-
 
TOTAL COMMON SHARES
 
 
 
 
65,839,563
 
 
 
65,840
 
 
 
-
 
 
 
-
 
 
(i)
In April, 2014, the Company completed a private placement issuing 10,792,335 common shares at a price of $0.24 per share for gross proceeds of $2,616,062. A former director of the Company assisted in securing a significant portion of this financing. The Company incurred $11,609 in share issue costs related to the transaction.
 
(ii)
In May 2014, the Company issued 436,908 common shares in exchange for the settlement of $115,223 of unsecured debt.
 
(iii)
In June, 2014, the Company issued 575,234 common shares on conversion of the convertible secured promissory note (Note 6). The note plus accrued interest totaled $124,523 and was converted at a 20% discount to the April 2014 private placement.
 
(iv)
In June 2014, the Company issued 1,310,734 common shares for the exercise of stock options. The Company received cash of $228,875.
 
(v)
On February 25, 2015, 262,904 common shares were issued to two former lenders connected with a $241,185 loan received and repaid during fiscal 2013. The common shares were valued at $210,323 based on the value of the concurrent private placement (Note 8(vi)), and recorded in stock-based compensation on the consolidated statement of operations and comprehensive loss. As part of the consideration for the initial loan the CTO and COO had transferred 314,560 common shares to the lenders. For contributing the common shares to the lenders, the Company intends to reimburse the CTO and COO 320,000 common shares. As at March 31, 2016, these shares have not yet been issued.
 
(vi)
Concurrently with the closing of the Merger on February 26, 2015, the Company issued 7,735,750 units (the “Units”) for gross proceeds of $6,188,600 (the “First Closing”) (including $500,000 of outstanding bridge loans converted into Units at the offering price) at a purchase price of $0.80 per Unit (the “Purchase Price”) in a private placement offering (the “Offering”). Each Unit consists of one common share of the Company, and a warrant to purchase one common share of the Company at an exercise price of $1.40 per share exercisable for 4 years. The Company incurred share issue costs before legal and other costs related to the transaction of $848,822 and issued 773,575 broker warrants exercisable at $0.80 for a period of 4 years. The warrants were measured at fair value and recorded as a warrant derivative liability on the consolidated balance sheet (Note 10). After deducting the value of the warrants and the share issue costs, $4,789,404 was attributed to the value of the common shares.
 
(vii)
Immediately following the Merger and the First Closing, 6,000,063 common shares were held by existing Drywave stockholders, 7,735,750 were held by the investors in the Offering and Bionik Canada shareholders held an equivalent of 50,000,000 shares of the common shares through their ownership of 100% of the Exchangeable Shares which are held in 1 Special Preferred Share. The Special Preferred Share votes on behalf of the 50,000,000 Exchangeable Shares alongside the common shares of the Company as a single class.
 
(viii)
On March 27, 2015, the Company issued 1,212,500 Units for gross proceeds of $970,000 to accredited investors in a second closing (the “Second Closing”). Each Unit consisted of one common share of the Company, and a warrant to purchase one common share of the Company at an exercise price of $1.40 per share exercisable for 4 years. The Company incurred share issue costs before legal and other costs related to the Second Closing of $141,100 and issued 121,250 broker warrants exercisable at $0.80 for a period of 4 years. The warrants were measured at fair value and recorded as a warrant liability on the consolidated balance sheet (Note 10). The fair value of the warrants exceeded the net proceeds received upon closing and as a result $207,425 was recorded as a loss on initial recognition of the warrants and included in the change in fair value of warrant derivative liability on the consolidated statements of operations and comprehensive loss.
 
(ix)
On March 31 2015, the Company issued 891,250 Units for gross proceeds of $713,000 to accredited investors in a third closing (the “Third Closing”). Each Unit consisted of one common share of the Company, and a warrant to purchase one common share of the Company at an exercise price of $1.40 per share exercisable for 4 years. The Company incurred share issue costs before legal and other costs related to the Third Closing of $97,099 and issued 89,125 broker warrants exercisable at $0.80 for a period of 4 years. The warrants were measured at fair value and recorded as a warrant liability on the consolidated balance sheet (Note 10). The fair value of the warrants exceeded the net proceeds received upon closing and as a result $143,389 was recorded as a loss on initial recognition of the warrants and included in the change in fair value of warrant derivative liability on the consolidated statements of operations and comprehensive loss.
 
(x)
On April 21, 2015, the Company issued 3,115,000 Units for gross proceeds of $2,492,000 to accredited investors in a fourth closing (the “Fourth Closing”). Each Unit consisted of one common share of the Company, and a warrant to purchase one common share of the Company at an exercise price of $1.40 per share exercisable for 4 years. The Company incurred share issue costs before legal and other related to the Fourth Closing of $338,960 and issued 311,500 broker warrants exercisable at $0.80 for a period of 4 years. The warrants were measured at fair value and recorded as a warrant liability on the consolidated balance sheet (Note 10). The fair value of the warrants exceeded the net proceeds received upon closing and as a result $435,682 was recorded as a loss on initial recognition of the warrants and included in the change in fair value of warrant derivative liability on the consolidated statements of operations and comprehensive loss.
 
(xi)
On May 27, 2015, the Company issued 1,418,750 Units for gross proceeds of $1,135,000 to accredited investors in a fifth closing (the “Fifth Closing”). Each Unit consisted of one common share of the Company, and a warrant to purchase one common share of the Company at an exercise price of $1.40 per share exercisable for 4 years. The Company incurred share issue costs before legal and other costs related to the Fifth Closing of $147,566 and issued 141,875 broker warrants exercisable at $0.80 for a period of 4 years. The warrants were measured at fair value and recorded as a warrant liability on the consolidated balance sheet (Note 10). The fair value of the warrants exceeded the net proceeds received upon closing and as a result $37,739 was recorded as a loss on initial recognition of the warrants and included in the change in fair value of warrant derivative liability on the consolidated statements of operations and comprehensive loss.
 
(xii)
On June 30, 2015, the Company issued 2,035,000 Units for gross proceeds of $1,628,000 to accredited investors in a sixth and final closing (the “Sixth Closing”). Each Unit consisted of one common share of the Company, and a warrant to purchase one common share of the Company at an exercise price of $1.40 per share exercisable for 4 years. The Company incurred share issue costs before legal and other costs related to the Sixth Closing of $211,656 and issued 203,500 broker warrants exercisable at $0.80 for a period of 4 years. The warrants were measured at fair value and recorded as a warrant liability on the consolidated balance sheet (Note 10). The fair value of the warrants exceeded the net proceeds received upon closing and as a result $74,625 was recorded as a loss on initial recognition of the warrants and included in the change in fair value of warrant derivative liability on the consolidated statements of operations and comprehensive loss.
 
(xiii)
During the year ended December 31, 2015, the Company entered into service agreements which included paying some of the fees in common shares. During the year ended December 31, 2015, the Company issued 20,000 shares pursuant to these commitments valued at $31,000 and included in share-based compensation. In addition, pursuant to these commitments the Company was obligated to issue 53,223 common shares valued at $98,900. During the three month period ended March 31, 2016 the 53,223 common shares related to services provided in 2015 were issued. As a result $98,900 recorded as shares to be issued at December 31, 2015 was reclassified to additional paid in capital. During the three months ended March 31, 2016, 64,248 common shares were issued related to investor relations and consulting services provided in 2016 valued at $75,600.
 
(xiv)
In February 2016, 45,508 common shares were issued as a result of a cashless exercise of 148,787 warrants with an exercise price of $0.80 under the terms of the warrant agreement. The value of the warrants on exercise was attributed to the shares on exercise. As a result $60,966 was reclassified from warrant derivative liability to additional paid in capital.