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. |
On June 12, 2018, an affiliate of Remi Gaston Dreyfus (the “Lender”), a director of Bionik Laboratories Corp. (the “Company”), loaned $100,000 to the Company (the “Loan”), evidenced by a promissory note (the “Note”). The Note bears interest at a fixed rate of 1% per month, beginning on the Issue Date (as defined in the 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 April 30, 2019.
The Company intends to use the net proceeds from the Loan for the Company’s working capital and general corporate purposes.
The 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 Note.
The foregoing is a brief description of the terms of the Note and is qualified in its entirety by reference to the full text of the Note, a copy of which will be filed as an Exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2018.
| Item 3.02 | Unregistered Sales of Equity Securities. |
As previously disclosed by the Company in its Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 3, 2018, as of March 31, 2018 the Company became obligated to issue an aggregate of 39,545,776 shares of common stock (the “Shares”) as a result of the conversion of certain outstanding convertible promissory notes in accordance with their terms. As disclosed in item 5.03 below, on April 20, 2018 the Company received shareholder approval to increase the Company’s authorized shares of common stock. Accordingly, following the filing of the Certificate of Amendment (as defined below), the Company issued the Shares as of June 13, 2018. The issuance of the Shares was exempt from registration under Section 4(a)(2) under the Securities Act of 1933, as amended and the rules promulgated thereunder (the “Securities Act”), and/or Section 3(a)(9) under the Securities Act.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On June 11, 2018, as approved by a majority of the stockholders of the Company by written consent in lieu of a meeting on April 20, 2018, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to increase the number of authorized shares of the Company’s common stock from 250,000,000 shares to 500,000,000 shares (the “Certificate of Amendment”).
The foregoing description of the Certificate of Amendment is not complete and is subject to, and qualified in its entirety by, the full text of the Certificate of Amendment, which is attached to this Current Report on Form 8-K as Exhibit 3.1, the terms of which are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit | Description |
| 3.1 | Certificate of Amendment |
Bionik Laboratories Corp. ExhibitEX-3.1 2 tv496447_ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF BIONIK LABORATORIES CORP. Bionik Laboratories Corp. (the “Corporation”),…To view the full exhibit click here
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.
