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 |
Between July 16, 2018 and July 20, 2018, new and existing investors (the “Lenders”) of Bionik Laboratories Corp. (the “Company”) subscribed for convertible promissory notes (collectively, the “Notes”) and loaned to the Company an aggregate of $1,662,082 (the “Loans”). The Loans represent the fourth tranche borrowed to the Company’s up to $6,000,000 convertible note offering (the “Offering”), for total borrowed principal through July 20, 2018 of approximately $4,708,306. Of such total amount, $392,297 in aggregate principal was to duly executed subscriptions, which funds are expected to arrive on or about July 23, 2018.
The Company intends to use the net proceeds from the Loans for the Company’s working capital and general corporate purposes.
The Notes bear interest at a fixed rate of 1% per month, beginning on the Issue Date (as defined in the Notes). 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) July 20, 2018 and (b) the consummation of a Qualified Financing (as defined in the Notes)(the “Maturity Date”).
The Notes 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 holders, the outstanding principal and accrued and unpaid interest under the Notes will be converted into shares of New Round Stock (as defined in the Notes) based upon a ten percent (10%) discount to the lesser of (A) the VWAP (as defined in the Notes) average of the last 30 calendar days ending on the closing of the Qualified Financing (or, in the event of multiple closings, the lowest VWAP average of the last 30 calendar 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 calendar days before the Maturity Date in the event of a Maturity Date referred to in clause (a) of the definition thereof. |
| · | Upon a Change of Control transaction (as defined in the Notes) prior to the Maturity Date, the outstanding principal and accrued and unpaid interest under the Notes 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 Common Stock immediately prior to such Change of Control transaction at a price per share equal to the lesser of (x) the VWAP average of the last 30 days before the date of consummation of the Change of Control, or (y) the per share consideration to be received by the holders of the Common Stock in such Change of Control transaction. |
The Notes contain an anti-dilution provision that provides that if the Company consummates a firm commitment, underwritten offering of its common stock by March 27, 2019, and the price per share thereof (the “Offering Price”) is less than the Conversion Price (as defined in the Notes), then in such event the Company shall issue to the holders, at no further cost to the holders, additional shares of Common Stock equal to the number of Conversion Shares (as defined in the Notes) the holders would have received upon conversion if the Conversion Price equaled the Offering Price, less the number of shares of Conversion Shares actually issued on the Maturity Date.
The Notes contain customary events of default, which, if uncured, entitle the holders to accelerate the due date of the unpaid principal amount of, and all accrued and unpaid interest on, their Notes.
The foregoing is a brief description of the subscription of the Notes and the terms of the Notes and is qualified in its entirety by reference to the full text of the form of Subscription Agreement and the Notes, the forms of which are included as Exhibits 10.1 and 10.2, respectively, to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 5, 2018, all of which are incorporated herein by reference.
| 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 Notes is incorporated by reference herein. The Notes and, unless subsequently registered, the shares underlying the Notes, 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.