Current Report Filing (8-k)
January 28 2020 - 3:56PM
Edgar (US Regulatory)
UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, DC 20549
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FORM 8-K
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CURRENT REPORT Pursuant
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to Section 13 or 15(d) of the
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Securities Exchange Act of 1934
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Date of report (Date of earliest event reported): January 22, 2020
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Bionik
Laboratories Corp.
(Exact Name
of Registrant as Specified in Its Charter)
Delaware
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000-54717
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27-1340346
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(State or Other Jurisdiction of Incorporation or Organization)
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(Commission File Number)
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(IRS Employer Identification No.)
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483 Bay Street, N105
Toronto, ON
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M5G 2C9
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s Telephone Number, Including
Area Code: (416) 640-7887
(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):
¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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).
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Emerging growth company ¨
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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. ¨
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Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol
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Name
of each exchange on which registered
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Not applicable
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Not applicable
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Not applicable
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Item 1.01
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Entry Into A Material Definitive Agreement.
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On January 22, 2020, Bionik Laboratories
Corp. (the “Company”), entered into a Distribution Agreement (the “Agreement”) with Curexo Inc. (“Curexo”),
dated as of January 13, 2020. The Agreement replaces in its entirely and supersedes the Distribution Agreement between the Company
and Curexo dated as of March 6, 2018 (the “2018 Agreement”), which is terminated.
Pursuant to the Agreement, Curexo will
act as the exclusive distributor of the Company’s InMotion robotic systems in South Korea. There are no minimum purchase
requirements of Curexo under the Agreement. The Company agreed to supply Curexo with three
units of the InMotion Arm product at its own cost.
The term of the Agreement is for three
years, and shall be automatically extended for successive one year terms, unless earlier terminated in accordance with the terms
of the Agreement.
Curexo shall indemnify the Company for
any and all claims and damages for injury to or death of any person and for damage to or loss of property, arising out of or attributed
to its conduct, operations or performance as distributor under the Agreement.
As a result of the Agreement and the termination
of the 2018 Agreement, the Company will no longer act as the exclusive distributor of Curexo’s Morning Walk lower body rehabilitation
technology (the “Morning Walk”) in the United States, and the Company has no further obligations to Curexo with respect
to the Morning Walk.
The foregoing description of the Agreement
does not purport to be complete and is qualified in its entirety by reference to the copy of the Agreement, which is attached hereto
as Exhibit 10.1, and which is incorporated herein by reference.
Item
1.02
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Termination of a Material Definitive Agreement.
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The information under Item 1.01 of this
Current Report on Form 8-K regarding the termination of the 2018 Agreement and the Morning Walk distributor relationship is incorporated
herein by reference.
Item 5.07
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Submission of Matters to a Vote of Security Holders
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The Annual Meeting of Stockholders (the
“Annual Meeting”) of the Company was held on January 28, 2020. At the Annual Meeting, the stockholders voted on the
following two proposals and cast their votes as described below. The proposals are described in more detail in the Company’s
Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on December 19, 2019.
Proposal 1: Election of the eight nominees
listed below to serve on the Board of Directors of the Company until the next Annual Meeting of Stockholders and until their respective
successors have been duly elected and qualified:
Nominee
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For
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Withhold Authority
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Andre Auberton-Herve
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2,712,930
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66,348
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Eric Dusseux
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2,713,482
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65,796
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Remi Gaston-Dreyfus
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2,714,717
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64,561
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P. Gerald Malone
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2,712,930
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66,348
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Joseph Martin
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2,712,930
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66,348
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Charles Matine
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2,712,930
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66,348
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Audrey Thevenon
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2,714,717
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64,561
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Michal Prywata
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2,752,656
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26,622
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Proposal 2: To ratify MNP, LLP as the
Company’s independent public accountants for the year ending March 31, 2020.
For
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Against
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Abstain
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2,817,249
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22,596
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3,181
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The information under Item 1.01 of this
Current Report on Form 8-K regarding the Company no longer acting as the exclusive distributor of the Morning Walk is incorporated
herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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__________
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*
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Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K promulgated under the Securities Act of 1933, as amended.
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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: January 28, 2020
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BIONIK LABORATORIES CORP.
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By:
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/s/ Leslie Markow
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Name:
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Leslie Markow
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Title:
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Chief Financial Officer
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