Current Report Filing (8-k)
May 12 2020 - 2:59PM
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): May 6, 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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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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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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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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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Item
1.01
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Entry
Into A Material Agreement.
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The information set forth in Item 2.03
is incorporated by reference into this Item 1.01.
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Item 2.03
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Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant
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On May 6, 2020, Bionik, Inc. (the “Company”),
a wholly-owned subsidiary of Bionik Laboratories Corp. (the “Registrant”), received funding in the original principal
amount of $459,912.00 (the “PPP Loan”) pursuant to the federal Paycheck Protection Program (the “PPP”)
under the Coronavirus Aid, Relief and Economic Security Act, as amended from time to time (the “CARES Act”), which
is administered by the U.S. Small Business Administration (the “SBA”). The PPP Loan was funded by Bank of America,
N.A. (the “Bank”) pursuant to the terms of a Promissory Note (the “Note”), dated as of May 1, 2020.
The PPP Loan
bears interest at 1% per annum and matures in two years from the date of disbursement of funds under the PPP Loan. Interest
and principal payments under the PPP Loan will be deferred for a period of six months. After the initial six-month deferral
period, if the PPP Loan is not forgiven as described below, the Company will be obligated to repay the total outstanding
balance remaining due under the PPP Loan, including principal and interest, pursuant to the repayment terms established by the
Bank. The Company is permitted to prepay or partially prepay the PPP Loan at any time with no prepayment penalties.
Under the terms of the CARES Act, PPP loan
recipients can apply for, and be granted, forgiveness for all or a portion of loans granted under the PPP. Such forgiveness
will be determined, subject to limitations and ongoing rulemaking by the SBA, based on the use of loan proceeds. The Company is
determining to what extent some or all of the PPP Loan will be forgiven under the CARES Act. The Company can give no assurance
that it will obtain forgiveness of the PPP Loan in whole or in part.
The PPP Loan contains certain
covenants which, among other things, restrict the Company’s use of the proceeds of the PPP Loan to retain workers
and maintain payroll or make mortgage interest payments, lease payments, and utility payments. The Company intends to use the PPP Loan
for some or all of the purposes permissible under the CARES Act.
The foregoing is a brief description of
the Note and the material terms of the Note and is qualified in its entirety by reference to the full text of the Note, which is
included as Exhibit 10.1 to this Current Report on Form 8-K and which is incorporated herein by reference.
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Item
9.01
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Financial
Statements and Exhibits.
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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: May 12, 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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