BIONIK LABORATORIES CORP. (OTCMKTS:BNKL) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
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. |
As previously disclosed by Bionik Laboratories Corp. (the “Company”) on a Current Report on Form 8-K filed with the Securities and Exchange Commission on November 27, 2017, an existing investor (the “Lender”) of the Company, who is an affiliate of Remi Gaston Dreyfus, a director of the Company, loaned $200,000 to the Company (the “$200K Loan”). On December 21, 2017, the Company and the Lender agreed on the terms of the $200K Loan, as evidenced by a convertible promissory note (the “$200K Note”). The $200K Loan is part of a new debt financing of the Company in which the Company is seeking to raise up to $14 million in convertible indebtedness.
The $200K Loan bears interest at a fixed rate of 3% per month, beginning on the Issue Date (as defined in the $200K 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: (a) January 31, 2018 and (b) the consummation of a Qualified Financing (as defined in the $200K Note)(the “Maturity Date”).
The $200K Note will be convertible into equity of the Company upon the following events on the following terms:
| · | On the Maturity Date without any action on the part of the Lender, the outstanding principal and accrued and unpaid interest under the $200K Note will be converted into shares of New Round Stock (as defined in the $200K Note) based upon a 15% discount to the lesser of (i) (A) the VWAP (as defined in the $200K Note) average of the last 30 days ending on the closing of the Qualified Financing (or, in the event of multiple closings, the lowest VWAP average of the last 30 days ending on each closing of a Qualified Financing) in the event of a Maturity Date referred to in clause (b) of the definition thereof, or (B) the VWAP average of the last 30 days before the Maturity Date in the event of a Maturity Date referred to in clause (a) of the definition thereof, and (ii) $0.18. |
| · | Upon a Change of Control transaction (as defined in the $200K Note) prior to the Maturity Date, the (a) outstanding principal and (b) accrued and unpaid interest under the $200K Note would, at the election of the holders of a majority of the outstanding principal of the notes, be either (i) payable upon demand as of the closing of such Change of Control transaction or (ii) convertible into shares of the Company’s common stock immediately prior to such Change of Control transaction at a price per share equal to the lesser of (A) the VWAP average of the last 30 days before the date of consummation of the Change of Control, or (B) the per share consideration to be received by the holders of the Company’s common stock in such Change of Control transaction. |
The $200K Note contains customary events of default, which, if uncured, entitle the Lender to accelerate the due date of the unpaid principal amount of, and all accrued and unpaid interest on, its $200K Note.
On December 19, 2017, the Lender loaned an additional $400,000 to the Company (the “$400K Loan”) to the terms of a Promissory Note, dated December 19, 2017 (the “$400K Note”). The $400K Note bears interest at a fixed rate of 1.5% per month, beginning on December 19, 2017. 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) January 31, 2018 and (ii) the date of receipt of an aggregate of $1,000,000 in loan proceeds to the Company from the sale of a convertible promissory note to a new investor. The $400K Note contains customary events of default, which, if uncured, entitle the Lender to accelerate the due date of the unpaid principal amount of, and all accrued and unpaid interest on, the $400K Note.
The Company intends to use the net proceeds from the $200K Loan and the $400K Loan for the Company’s working capital and general corporate purposes.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The disclosure set forth above in Item 2.03 of this Current Report on Form 8-K relating to the issuance of the $200K Note is incorporated by reference herein. The $200K Note and, unless subsequently registered, the shares underlying the $200K Note, will be issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), Regulation D promulgated thereunder and/or Regulation S under the Securities Act.
About BIONIK LABORATORIES CORP. (OTCMKTS:BNKL)
Bionik Laboratories Corp. (Bionik), formerly Drywave Technologies, Inc., is a medical device and robotics company. The Company is focused on providing rehabilitation solutions and developing transformational technologies and solutions to individuals with neurological disorders, specializing in the designing, developing and commercializing of physical rehabilitation technologies, prosthetics and assisted robotic products. It has over three products on the market and approximately three products in various stages of development. The InMotion Systems include the InMotion ARM, InMotion HAND, InMotion Wrist and InMotion ANKLE are designed to provide patent-adaptive therapy in a manner that has been clinically verified to manage neuro-recovery. The Company is also engaged in developing a lower-body exoskeleton, ARKE, which designs to allow paraplegics, as well as other wheelchair users the ability to rehabilitate through walking.