| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| WASHINGTON, DC 20549 |
| FORM |
| CURRENT REPORT PURSUANT |
| TO SECTION 13 OR 15(D) OF THE |
| SECURITIES EXCHANGE ACT OF 1934 |
| Date
of report (Date of earliest event reported): |
(Exact Name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation or Organization) |
(Commission File Number) | (IRS Employer Identification No.) |
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| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number,
Including Area Code: (
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). |
| Emerging growth company |
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ |
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class |
Trading Symbol |
Name of each exchange on which registered |
| Not applicable | Not applicable | Not applicable |
| Item 3.02 | Unregistered Sales of Equity Securities. |
On March 31, 2022, the outstanding convertible promissory notes of Bionik Laboratories Inc. (the “Company”) with an aggregate principal amount of $8,286,790 ($8,988,834 with interest), originally issued by the Company between July 15, 2021 and July 22, 2021, including to an affiliate of Remi Gaston-Dreyfus (a director of the Company) and to Celeste Management (a representative of which is an observer to the Company’s Board of Directors), converted in accordance with their terms into an aggregate of 946,193 shares (the “Conversion Shares”) of the common stock of the Company (the “Conversion”). The Conversion Shares issued upon Conversion were 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”), Section 3(a)(9) of the Securities Act and/or Regulation S under the Securities Act.
| Item 8.01 | Other Events. |
The information set forth in Item 3.02 is incorporated by reference into this Item 8.01.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: April 6, 2022
| BIONIK LABORATORIES CORP. | ||
| By: | /s/ Rich Russo | |
| Name: | Rich Russo | |
| Title: | Chief Financial Officer | |