Bionik Laboratories Corp. (OTCMKTS:BNKL) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry into a Material Definitive Agreement |
The information set forth in Item 2.03 in this Form 8-K is
incorporated herein by reference.
| Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
Effective as of December 23, 2016, Bionik Laboratories Corp. (the
Registrant) entered into a Subscription Agreement (the
Subscription Agreement), dated as of December 20, 2016, with the
subscribers thereto, each of whom are existing investors of the
Registrant (the Subscribers), to which the Subscribers agreed to
loan to the Registrant, (a) on or about December 20, 2016, an
aggregate of $500,000, (b) on January 16, 2017, an aggregate of
$500,000, and (c) on February 15, 2017, an aggregate of $500,000
(each such date, a Funding Date), for a total loan amount of
$1,500,000. The loans are and will be evidenced by a series of
convertible promissory notes in favor of each Subscriber issued
at each Funding Date (the Notes)
The Subscribers obligation to fund on each Funding Date
terminates in the event the Registrant raises aggregate gross
proceeds from the sale of the Notes plus the sale of its equity
securities in an amount equal to or in excess of $5,000,000.
The Registrant intends to use the net proceeds from the loans for
the Registrants working capital and general corporate purposes.
The Notes bear interest at a fixed rate of 6% per annum, payable
at the earlier of March 31, 2017 and the consummation of a
qualified financing, as defined in the Notes.
The Notes are convertible into equity of the Registrant upon the
following events:
|
At the option of the holders of a majority of the outstanding principal of the Notes, upon an equity or equity-linked round of financing of the Registrant that raises gross proceeds of $5,000,000 or more (less the principal amount of the Notes), the outstanding principal, accrued interest and a 10% premium, shall be payable in cash or converted into such equity upon the price thereof in the qualified financing. |
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Upon an equity or equity-linked round of financing of the Registrant that raises gross proceeds of $3,500,000 or more and less than $5,000,000 (less the principal amount of the Notes), the outstanding principal, accrued interest and a 10% premium, shall be converted into such equity upon the price thereof in the qualified financing. |
|
At the option of the holders of a majority of the outstanding principal of the Notes, upon a change of control event. |
The Registrant agreed to grant to the Subscribers a security
interest on all of the Registrants assets in the event the
Registrant does not consummate an equity or equity-linked round
of financing that raises gross proceeds of $3,500,000 or more
(less the principal amount of the Notes) by March 31, 2017.
The Notes contain customary events of default, which, if uncured,
entitle each Subscriber to accelerate the due date of the unpaid
principal amount of, and all accrued and unpaid interest on, the
Notes.
The issuance of the Notes will not be registered under the
Securities Act. The Registrant relied upon the exemption from
securities registration provided by Section 4(a)(2) under the
Securities Act of 1933, as amended, for transactions not
involving a public offering.
The above summaries of certain terms and conditions of the
Subscription Agreement and the Notes do not purport to be
complete discussions and are qualified in their entirety by
reference to the Subscription Agreement and the form of Note,
copies of which are attached to this Current Report on Form 8-K
as Exhibits 10.1 and 10.2, respectively.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
The following documents are furnished herewith as exhibits to
this report:
| Exhibit Number | Description of Exhibit |
| 10.1 | Subscription Agreement |
| 10.2 | Form of Promissory Note |
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. Bionik Laboratories Corp. (OTCMKTS:BNKL) Recent Trading Information
Bionik Laboratories Corp. (OTCMKTS:BNKL) closed its last trading session 00.000 at 0.700 with 2,000 shares trading hands.
