Bionik Laboratories Corp. (OTCMKTS:BNKL) Files An 8-K Unregistered Sales of Equity Securities
Item 3.02
| Unregistered Sales of Equity Securities. |
Bionik Laboratories Corp. (the Company) previously filed a
Schedule TO, as amended, to which it offered (the Offer to Amend
and Exercise) to amend certain outstanding warrants (the Original
Warrants) to purchase an aggregate of 17,638,243 shares of common
stock to: (i) reduce the exercise price of the Original Warrants
to $0.25 per share of common stock in cash and (ii) shorten the
exercise period of the Original Warrants so that they expire
concurrently with the expiration of the Offer to Amend and
Exercise at 11:59.59 p.m. (Eastern Time) on June 27, 2017 (the
Expiration Date).
The Offer to Amend and Exercise expired on the Expiration Date.
to the Offer to Amend and Exercise, an aggregate of approximately
5,000,173 Original Warrants were tendered by their holders and
were amended and exercised in connection therewith for an
aggregate exercise price of approximately $1.25 million. The net
cash proceeds after deducting warrant solicitation agent fees,
but not including other offering expenses, were approximately
$1,125,000. Prior to the closing of the Offer to Amend and
Exercise, the Company had 48,885,107 shares of common stock
outstanding (not including Exchangeable Shares) and Original
Warrants to purchase an aggregate of 17,638,243 shares of common
stock. Following the Offer to Amend and Exercise, the Company had
approximately 53,885,280 shares of common stock outstanding, and
remaining (i) Investor Warrants to purchase an aggregate of
12,349,269 shares of common stock at an adjusted exercise price
per share of $1.2933, and (ii) Placement Agent Warrants to
purchase an aggregate of 1,313,745 shares of common stock at an
adjusted exercise price per share of $0.7490, in each case after
price-based anti-dilution adjustments.
The Company retained Garden State Securities Inc. (GSS) to act as
its Warrant Solicitation Agent for the Offer to Amend and
Exercise to an Engagement Agreement. GSS received a fee equal to
10% of the cash exercise prices paid by holders of the Original
Warrants who participated in the Offer to Amend and Exercise. In
addition, the Company issued to GSS three-year warrants (the
Solicitation Agent Warrants) to purchase shares of common stock
equal to 8% of the stock issued from the Offer to Amend and
Exercise, at an exercise price of $0.25 per share, as well as
reimburse GSS for certain expenses and attorneys fees. The
foregoing description of the Engagement Agreement is intended to
be a summary and is qualified in its entirety by reference to
such document, which was previously filed as Exhibit (d)(1) to
the Companys Schedule TO filed with the SEC.
The Company issued the Original Warrants in private placement
transactions in reliance on the exemptions from registration
provided by Section 4(a)(2) of the Securities Act and/or Rule
506(b) of Regulation D promulgated thereunder. Similarly, the
issuance of the shares of the Companys common stock upon the
amendment and exercise of the Original Warrants and the issuance
of the Solicitation Agent Warrants was exempt from registration
under the Securities Act to Section 4(a)(2) of the Securities Act
and/or Rule 506(b) of Regulation D promulgated thereunder.
| Item 7.01 | Regulation FD Disclosure. |
On June 30, 2017, the Company issued a press release to report
its fiscal year ended 2017 financial results as well as the
results of the Offer to Amend and Exercise. The press release is
attached hereto as Exhibit 99.1.
In accordance with General Instruction B.2 of Form 8-K, the
information in this Item 7.01 of this Current Report on Form 8-K,
including Exhibit 99.1, shall not be deemed filed for the
purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the Exchange Act), or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated
by reference in any filing under the Exchange Act or the
Securities Act of 1933, as amended, except as shall be expressly
set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
|
Exhibit |
Description |
|
| 10.1 |
Engagement Agreement dated May 3, 2017, by and between the Company and Garden State Securities Inc. (Incorporated by reference to Exhibit (d)(1) to the Companys Schedule TO filed on May 25, 2017) |
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| 99.1 | Press Release dated June 30, 2017 |
Bionik Laboratories Corp. ExhibitEX-99.1 2 v470178_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Bionik Laboratories Reports Fiscal Year Ended 2017 Financial Results Company continues to focus on near-term strategy of market expansion and revenue generation of commercial products through strategic partnerships TORONTO and BOSTON,…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.