SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

xQuarterly Report Pursuant to Section 13 or 15(d) Securities Exchange Act of 1934 for the Quarterly Period ended September 30,December 31, 2017

 

-OR-

 

¨Transition Report Pursuant to Section 13 or 15(d) of the Securities And Exchange Act of 1934 for the transition period from ______ to __________ to_____

 

Commission File Number:000-54717

 

BIONIK LABORATORIES CORP.

(Exact name of Registrant in its charter)

 

Delaware 27-1340346
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number

483 Bay Street, N105 
Toronto, OntarioM5G 2C9
(Address of Principal Executive Offices)(Zip Code)

 

Registrant’s Telephone Number, Including Area Code:(416) 640-7887

 

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesx No¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yesx No¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company as defined by Rule 12b-2 of the Exchange Act):

 

Large accelerated filer¨Non-accelerated filer¨
Accelerated filer¨Smaller reporting companyx
  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.¨

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes¨ Nox

 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of NovemberFebruary 13, 2017,2018, 55,885,279 shares of Common Stock, par value $0.001 per share.

 

 

 

 

BIONIK LABORATORIES CORP.

FORM 10-Q

 

INDEX

 

 Page
PART I – FINANCIAL INFORMATION 
  
Item 1.    Financial Statements1
Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations20
Item 3.    Quantitative and Qualitative Disclosures  About Market Risk2625
Item 4.    Controls and Procedures26
  
PART II - OTHER INFORMATION 
  
Item 1.    Legal Proceedings2726
Item 1A. Risk Factors2726
Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds2726
Item 3.    Defaults Upon Senior Securities2726
Item 4.    Mine Safety Disclosures2726
Item 5.    Other Information2726
Item 6.    Exhibits2726
  
SIGNATURES2827

 

 i

 

 

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

 

UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

September 30,December 31, 2017 and 2016

 

Index

 

 Page
Unaudited Condensed Consolidated Interim Financial Statements1
  
Condensed Consolidated Interim Balance Sheets as at September 30,December 31, 2017 (Unaudited) and March 31, 20172
  
Condensed Consolidated Interim Statements of Operations and Comprehensive Loss (Unaudited) for the three and sixnine month periodsPeriods ended September 30,December 31, 2017 and 20163
  
Condensed Consolidated Interim Statements of Changes in Shareholders’ Equity (Deficiency) for the sixnine month period ended September 30,December 31, 2017 and year ended March 31, 2017 (Unaudited)4
  
Condensed Consolidated Interim Statements of Cash Flows for the sixnine month periods ended September 30,December 31, 2017 and 2016 (Unaudited)5
 
Notes to Condensed Consolidated Interim Financial Statements (Unaudited)6-19

 

 1 

 

 

Bionik Laboratories Corp.

Condensed Consolidated Interim Balance Sheets

(Amounts(Amounts expressed in US Dollars)

 

 

As at
September 30,

2017

(Unaudited)

$

 

As at
March 31,

2017

(Note 2)

$

  

As at
December 31,
2017

(Unaudited)

$

 

As at
March 31,

2017

(Note 2)

$

 
Assets                
Current                
Cash and cash equivalents  136,080   543,650   998,661   543,650 
Accounts receivable, net of allowance for doubtful accounts of $16,349 (March 31, 2017 - $10,000)  37,196   383,903   306,572   383,903 
Prepaid expenses and other receivables (Note 5)  169,287   228,047   145,044   228,047 
Inventories (Note 6)  231,442   228,249   302,414   228,249 
Due from related parties (Note 9(a))  19,429   18,731   19,374   18,731 
Total Current Assets  593,434   1,402,580   1,772,065   1,402,580 
Equipment (Note 7)  196,231   227,421   174,997   227,421 
Technology and other assets (Note 4)  4,860,690   5,030,624   4,783,704   5,030,624 
Goodwill (Note 4)  22,308,275   22,308,275   22,308,275   22,308,275 
Total Assets  27,958,630   28,968,900   29,039,041   28,968,900 
Liabilities and Shareholders’ Deficiency                
Current                
Accounts Payable (Notes 9(b))  957,360   784,726   794,875   784,771 
Accrued liabilities (Notes 8 and 9(b))  1,873,613   1,228,657 
Accrued liabilities (Notes 3, 8 and 9(b))  1,868,225   1,228,657 
Customer advances  109,100   121,562   800   121,562 
Demand Notes Payable (Note 8)  335,309   330,600 
Promissory Notes payable (Note 8)  192,154   236,548 
Convertible Loans Payable (Note 8(a) and (b))  3,530,095   2,017,488 
Demand Notes Payable (Note 8(a))  50,000   330,600 
Promissory Notes payable (Note 8(b))  -   236,548 
Convertible Loans Payable (Note 8(d), (e) and (f))  7,079,852   2,017,488 
Short term loan (Note 8(c))  400,000   - 
Deferred revenue  87,851   98,624   113,801   98,624 
Total Current Liabilities  7,085,482   4,818,205   10,307,553   4,818,250 
Shareholders’ Equity                
Preferred Stock, par value $0.001; Authorized 10,000,000 Special Voting Preferred Stock, par
value $0.001; Authorized; Issued and outstanding - 1 (March 31, 2017 – 1)
  -   -   -   - 
Common Shares, par value $0.001; Authorized - 250,000,000 (March 31, 2017 – 150,000,000);
Issued and outstanding 53,885,279 and 47,909,336 Exchangeable Shares (March 31, 2017 –
48,885,107 and 47,909,336 Exchangeable Shares) (Notes 10 and 15)
  101,794   96,794 
Common Shares, par value $0.001; Authorized - 250,000,000 (March 31, 2017 – 150,000,000);
Issued and outstanding 55,885,279 and 45,909,336 Exchangeable Shares (March 31, 2017 –
48,885,107 and 47,909,336 Exchangeable Shares) (Note 10)
  101,794   96,794 
Additional paid in capital  47,642,526   45,088,171   48,081,670   45,088,171 
Shares to be issued (Note 10)  60,000   -   60,000   - 
Deficit  (26,973,321)  (21,076,419)  (29,554,125)  (21,076,464)
Accumulated other comprehensive income  42,149   42,149   42,149   42,149 
Total Shareholders’ Equity  20,873,148   24,150,695   18,731,488   24,150,650 
Total Liabilities and Shareholders’ Equity  27,958,630   28,968,900   29,039,041   28,968,900 

 

Going Concern (Note 1)

Commitments and Contingencies (Note 13)

Subsequent Events (Note 15)

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.

 

 2 

 

 

Bionik Laboratories Corp.

Condensed Consolidated Interim Statements of Operations and Comprehensive Loss for the three and sixnine months periods ended September 30,December 31, 2017 and 2016 (unaudited)

(Amounts expressed in U.S. Dollars)

 

 

Three months

ended Sept. 30, 2017

 

Six months

ended Sept. 30, 2017

 

Three months

ended Sept. 30, 2016

 

Six months

ended Sept. 30, 2016

  Three months
ended
Dec. 31, 2017
 Nine months
ended
Dec. 31, 2017
 Three months
ended
Dec. 31, 2016
 Nine months
ended
Dec. 31, 2016
 
 $ $ $ $  $ $ $ $ 
      (Note 2) (Note 2)       (Note 2) (Note 2) 
Sales  221,847   309,367   18,283   182,474   260,960   570,327   372,426   553,900 
Cost of Sales  59,825   89,125   12,019   70,894   88,357   177,482   334,786   405,680 
Gross Margin  162,022   220,242   6,264   111,580   172,603   392,845   37,640   148,220 
                                
Operating expenses                                
Sales and marketing  435,294   880,817   187,265   269,463   432,260   1,313,077   377,046   646,509 
Research and development  715,400   1,401,309   813,773   1,231,563   546,350   1,947,659   571,671   1,803,234 
General and administrative  1,505,528   2,133,134   577,853   1,881,467   783,784   2,916,917   409,669   2,291,136 
Share compensation expense (Note 11)  762,208   1,013,256   204,842   424,090   271,001   1,284,257   227,540   651,630 
Convertible debt accretion (Note 8)  74,073   74,073   -   -   216,302   290,375   -   - 
Amortization (Note 4)  76,985   169,934   -   -   76,985   246,920   -   - 
Depreciation (Note 7)  23,820   48,372   23,590   33,753   21,234   69,606   24,028   57,781 
Total operating expenses  3,593,308   5,720,895   1,807,323   3,840,336   2,347,916   8,068,811   1,609,954   5,450,290 
                                
Other expenses (income)                                
Foreign Exchange  15,595   114,156   -   -   (11,485)  102,671   -   - 
Interest expense (income) (Note 8)  167,594   240,360   (5,203)  10,031 
Interest expense (Note 8)  416,990   657,350   13,808   23,839 
Other income  886   708   (395,296)  (406,514)  (59)  649   (4,363)  (410,877)
Total other expenses (income)  184,075   355,224   (400,499) ��(396,483)  405,446   760,670   9,445   (387,038)
                                
Net loss and comprehensive loss for the period (3,615,361) (5,855,877) (1,400,560) (3,332,273)  (2,580,759)  (8,436,636)  (1,581,759)  (4,915,032)
                                
Loss per share – basic  (0.04) $(0.06)  (0.02)  (0.04)  (0.03) $(0.08)  (0.02)  (0.05)
Loss per share – diluted  (0.04) $(0.06) $(0.02) $(0.04)  (0.03) $(0.08) $(0.02) $(0.05)
                                
Weighted average number of shares outstanding – basic  101,794,615   99,335,514   85,924,462   87,232,426   101,794,615   99,335,514   96,362,541   90,286,864 
Weighted average number of shares outstanding – diluted  101,794,615   99,335,514   85,924,462   87,232,426   101,794,615   99,335,514   96,362,541   90,286,864 

 

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements

 

 3 

 

 

Bionik Laboratories Corp.

Condensed Consolidated Interim Statements of Changes in Shareholders’ Equity (Deficiency) for the sixnine month period ended September 30,December 31, 2017 and the year ended March 31, 2017 (unaudited)

(Amounts expressed in US Dollars)

 

  Special Voting
Preferred Stock
  Common Stock (1)  Additional Paid  Shares to     Comprehensive    
  Shares  Amount  Shares  Amount  in Capital  be Issued  Deficit  Income  Total 
     $     $  $  $  $  $  $ 
        (Note 2)  (Note 2)  (Note 2)     (Note 2)     (Note 2) 
Balance, March 31, 2016  1   -   72,591,292   72,591   18,292,173   -   (13,007,017)  42,149   5,399,896 
Shares issued to acquire IMT  -   -   23,650,000   23,650   23,153,350   -   -   -   23,177,000 
Share compensation acquired  -   -   -   -   2,582,890   -   -   -   2,582,890 
Options exercised  -   -   110,096   110   18,056   -   -   -   18,166 
Cashless exercise of warrants  -   -   51,249   51   (51  -   -   -   - 
Warrants exercised  -   -   174,759   175   40,020   -   -   -   40,195 
Share compensation expense  -   -   217,047   217   1,001,733   -   -   -   1,001,950 
Net loss for the year  -   -   -   -   -   -   (8,069,402)  -   (8,069,402)
Balance, March 31, 2017  1   -   96,794,443   96,794   45,088,171   -   (21,076,419)  42,149   24,150,695 
Warrants exercised  -   -   5,000,172   5,000   1,120,038   -   -   -   1,125,038 
Share compensation expense  -   -   -   -   1,013,256   -   -   -   1,013,256 
Fair value of warrants on convertible loans  -   -   -   -   380,036   -   -   -   380,036 
Warrant down round feature (Note 12)  -   -   -   -   41,025   -   (41,025)  -   - 
Shares to be issued  -   -   -   -   -   60,000   -   -   60,000 
Net loss for the period  -   -   -   -   -   -   (5,855,877)  -   (5,855,877)
Balance, September 30, 2017  1   -   101,794,615   101,794   47,642,526   60,000   (26,973,321)  42,149   20,873,148 

  Special Voting
Preferred Stock
  Common Stock (1)  Additional
Paid
  

Shares

to

be

     Comprehensive    
  Shares  Amount  Shares  Amount  in Capital  Issued  Deficit  Income  Total 
     $  

 

(Note 2)

  

$

(Note 2)

  

$

(Note 2)

  $  

$

(Note 2)

  $  

$

(Note 2)

 
Balance, March 31, 2016  1   -   72,591,292   72,591   18,292,173   -   (13,007,062)  42,149   5,399,851 
Shares issued to acquire IMT  -   -   23,650,000   23,650   23,153,350   -   -   -   23,177,000 
Share compensation acquired  -   -   -   -   2,582,890   -   -   -   2,582,890 
Options exercised  -   -   110,096   110   18,056   -   -   -   18,166 
Cashless exercise of warrants  -   -   51,249   51   (51)  -   -   -   - 
Warrants exercised  -   -   174,759   175   40,020   -   -   -   40,195 
Share compensation expense  -   -   217,047   217   1,001,733   -   -   -   1,001,950 
Net loss for the year  -   -   -   -   -   -   (8,069,402)  -   (8,069,402)
Balance, March 31, 2017  1   -   96,794,443   96,794   45,088,171   -   (21,076,464)  42,149   24,150,650 
Warrants exercised  -   -   5,000,172   5,000   1,120,038   -   -   -   1,125,038 
Share compensation expense  -   -   -   -   1,284,257   -   -   -   1,284,257 
Fair value of warrants on convertible loans  -   -   -   -   548,179   -   -   -   548,179 
Warrant down round feature (Note 12)  -   -   -   -   41,025   -   (41,025)  -   - 
Shares to be issued  -   -   -   -   -   60,000   -   -   60,000 
Net loss for the period  -   -   -   -   -   -   (8,436,636)  -   (8,436,636)
Balance, December 31, 2017  1   -   101,794,615   101,794   48,081,670   60,000   (29,544,125)  42,149   18,731,488 

  

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements

 

(1) Includes exchangeable shares

 

 4 

 

 

Bionik Laboratories Corp.

Condensed Consolidated Interim Statements of Cash Flows for the threenine months periods

ended September 30,December 31, 2017 and 2016 (unaudited)

(Amounts expressed in U.S. Dollars)

 

 Nine months Nine months 
 ended ended 
 December 31, December 31, 
 Six months ended Six months ended  2017 2016 
 

September 30, 2017

$

 

September 30, 2016

$

  $ $ 
   (Note 2)     (Note 2) 
Operating activities                
Net loss for the period  (5,855,877)  (3,332,273)  (8,436,636)  (4,915,032)
Adjustment for items not affecting cash                
Depreciation  48,372   33,753   69,606   57,781 
Amortization  169,934   -   246,920   - 
Interest expense  234,463   10,031   640,168   23,839 
Share based compensation expense  1,013,256   424,090   1,284,257   592,130 
Convertible debt accretion  74,073   -   290,375   - 
Shares issued for services  60,000   59,500   60,000   59,500 
Allowance for doubtful accounts  (16,349)  -   (16,349)  - 
  (4,272,128)  (2,804,899)  (5,861,659)  (4,181,782)
Changes in non-cash working capital items                
Accounts receivable  363,056   (87,402)  93,680   (247,359)
Prepaid expenses and other receivables  58,760   91,430   83,003   95,562 
Due from related parties  (698)  (63)  (643)  532 
Inventories  (3,193)  (191,548)  (74,165)  (120,894)
Accounts payable  172,634   (696,874)  10,104   (720,573)
Accrued liabilities  644,955   (425,160)  639,568   (492,047)
Customer advances  (12,462)  41,800   (120,762)  28,000 
Deferred revenue  (10,773)  108,482   15,177   97,615 
Net cash used in operating activities  (3,059,849)  (3,964,234)  (5,215,697)  (5,540,946)
Investing activities                
Acquisition of equipment  (17,182)  (6,848)  (17,182)  (9,827)
Net cash used in investing activities  (17,182)  (6,848)  (17,182)  (9,827)
Financing activities                
Proceeds from convertible loans  1,598,715   -   4,699,975   483,333 
Proceeds on exercise of warrants  1,125,038   -   1,125,038   - 
Repayment of Promissory notes principal  (12,319)  - 
Repayment of Promissory notes interest  (41,973)  - 
Repayment of Promissory note principal  (200,000)  - 
Repayment of Promissory note interest  (49,505)  - 
Repayment of Demand notes principal  (208,359)  - 
Repayment of Demand notes interest  (79,259)  - 
Proceeds from short term loan  400,000   - 
Cash acquired on acquisition  -   266,635   -   266,635 
Net cash provided by financing activities  2,669,461   266,635   5,687,890   749,968 
Net decrease in cash and cash equivalents for the period  (407,570)  (3,704,447)  455,011   (4,800,805)
Cash and cash equivalents, beginning of period  543,650   5,381,757   543,650   5,381,757 
Cash and cash equivalents, end of period  136,080   1,677,310   998,661   580,952 
                

Supplemental Information:

                
Assets acquired and liabilities assumed as at April 21, 2016:                
Current assets, including cash of $266,635  478,843       478,843     
Equipment  59,749       59,749     
Intangible assets  5,580,704       5,580,704     
Goodwill  22,308,275       22,308,275     
Accounts payable  (241,299)      (241,299)    
Accrued liabilities  (361,029)      (361,029)    
Customer deposits  (86,487)      (86,487)    
Demand notes payable  (324,894)      (324,894)    
Promissory Notes payable  (217,808)      (217,808)    
Bionik advance  (1,436,164)      (1,436,164)    
Non-cash consideration  25,759,890       25,759,890     

Interest paid or settled (Note 8(a) and (b))

 

The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.

 

 5 

BIONIK LABORATORIES CORP.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the six monthsthree and nine month periods ended September 30,December 31, 2017 and 2016 (unaudited)

 

(Amounts expressed in U.S. Dollars)

 

1.NATURE OF OPERATIONS AND GOING CONCERN

 

The Company and its Operations

 

Bionik Laboratories Corp. (formerly Drywave Technologies Inc., the(the “Company” or “Bionik”) was incorporated on January 8, 2010 in the State of Colorado as Strategic Dental Management Corp. onOn July 16, 2013 the Company changed its name to Drywave Technologies Inc. (“Drywave”) and its state of incorporation from Colorado to Delaware. Effective February 13, 2015, the Company changed its name to Bionik Laboratories Corp. and reduced the authorized number of shares of common stock from 200,000,000 to 150,000,000. Concurrently, the Company implemented a 1-for-0.831105 reverse stock split of the common stock, which had previously been approved on September 24, 2014.

 

On February 26, 2015, the Company entered into a Share Exchange Agreement and related transactions whereby it acquired Bionik Laboratories Inc., a Canadian Corporation (“Bionik Canada”). Bionik Canada issued 50,000,000 Exchangeable Shares, representing a 3.14 exchange ratio, for 100% of the then outstanding common shares of Bionik Canada (the “Merger”). The Exchangeable Shares are exchangeable at the option of the holder, each into one share of the common stock of the Company. In addition the Company issued one Special Preferred Voting Share (the “Special Preferred Share”) (Note 10).

 

As a result of the shareholders of Bionik Canada having a controlling interest in the Company subsequent to the Merger, for accounting purposes the Merger does not constitute a business combination. The transaction has been accounted for as a recapitalization of the Company with Bionik Canada being the accounting acquirer even though the legal acquirer is Bionik, accordingly, the historic financial statements of Bionik Canada are presented as the comparative balances for the period prior to the Merger.

 

References to the Company refer to the Company and its wholly owned subsidiaries, Bionik Acquisition Inc. and Bionik Canada. References to Drywave relate to the Company prior to the Merger.

 

On April 21, 2016, the Company acquired all of the outstanding shares and, accordingly, all assets and liabilities of Interactive Motion Technologies, Inc. (“IMT”), a Boston, Massachusetts-based global pioneer and leader in providing effective robotic products for neurorehabilitation, pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) dated March 1, 2016, with IMT, Hermano Igo Krebs, and Bionik Mergerco Inc., a Massachusetts corporation and the Company’s wholly owned subsidiary (“Bionik Mergeco”). The merger agreement provided for the merger of Bionik Mergerco with and into IMT, with IMT surviving the merger as the Company’s wholly owned subsidiary. In return for acquiring IMT, IMT shareholders received an aggregate of 23,650,000 shares of the Company’s common stock.

 

Bionik Laboratories Corp. is a robotics company focused on providing rehabilitation and mobility solutions to individuals with neurological and mobility challenges from hospital to home. The Company has a portfolio of products focused on upper and lower extremity rehabilitation for stroke and other mobility impaired individuals, including three products in the market and four products in varying stages of development. The InMotion Systems - the InMotion ARM, In Motion Wrist, InMotion Hand – are designed to provide intelligent, adaptive therapy in a manner that has been clinically verified to maximize neuro-recovery. Bionik also has a lower-body exoskeleton - the ARKE - designed to allow paraplegics as well as other wheelchair users the ability to rehabilitate through walking. The Company is developing with a partner a lower body product based on some of the ARKE technology, which should allow certain individuals to walk better, who have limited mobility. This product willis expected to be launched in the consumer home market.

 

The unaudited condensed consolidated interim financial statements consolidate the Company and its wholly owned subsidiaries Bionik Canada, Bionik Acquisition Inc. and Bionik, Inc. (the former IMT) since its acquisition on April 21, 2016.

 

These unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”), which contemplates continuation of the Company as a going concern, which assumes the realization of assets and satisfaction of liabilities and commitments in the normal course of business.

 

The Company’s principal offices are located at 483 Bay Street, N105, Toronto, Ontario, Canada M5G 2C9 and its U.S. address is 80 Coolidge Hill Road, Watertown, MA. USA 02472.

 

Going Concern

 

As at September 30,December 31, 2017, the Company had a working capital deficit of $6,492,048$8,535,488 (March 31, 2017 - $3,415,625)$3,415,670) and an accumulated deficit of $26,973,321$29,554,125 (March 31, 2017 - $21,076,419)$21,076,464) and the Company incurred a net loss and comprehensive loss of ($5,855,877)8,436,636) for the sixnine months period ended September 30,December 31, 2017 (September 30,(December 31, 2016 – $(3,332,273)$(4,915,032)).

 

There is no certainty that the Company will be successful in generating sufficient cash flow from operations or achieving and maintaining profitable operations in the future to enable it to meet its obligations as they come due and consequently continue as a going concern. The Company will require additional financing this year to fund its operations and it is currently working on securing this funding through the issuance of convertible promissory notes, corporate collaborations, public or private equity offerings or debt financings. Sales of additional equity or equity linked securities by the Company would result in the dilution of the interests of existing stockholders. There can be no assurance that financing will be available when required. In the event that the necessary additional financing is not obtained, the Company would reduce its discretionary overhead costs substantial or otherwise curtail operations.

 

 6 

BIONIK LABORATORIES CORP.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the six monthsthree and nine month periods ended September 30,December 31, 2017 and 2016 (unaudited)

 

(Amounts expressed in U.S. Dollars)

 

1.NATURE OF OPERATIONS AND GOING CONCERN (continued)

 

The Company expects the forgoing, or a combination thereof, to meet the Company’s anticipated cash requirements for the next 12 months; however, these conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying condensed consolidated interim financial statements do not include any adjustments to reflect the possible future effects on recoverability and reclassification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

 

The condensed consolidated interim financial statements do not include any adjustments related to the recoverability and classification of the recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. All adjustments, consisting only of normal recurring items, considered necessary for fair presentation have been included in these condensed consolidated interim financial statements.

 

2.CHANGE IN ACCOUNTING POLICY

 

The FASB issued ASU No. 2017-11,Earnings Per Share (Topic 260) Distinguishing Liabilities From Equity (Topic 480) Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments With Down Round Features II.II Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests With a Scope Exception, allows a financial instrument with a down-round feature to no longer automatically be classified as a liability solely based on the existence of the down-round provision. The update also means the instrument would not have to be accounted for as a derivative and be subject to an updated fair value measurement each reporting period.

 

On consideration of the above factors, the Company elected to early adopt ASU 2017-11 on July 1, 2017, the ASU is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other organizations, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020.

 

The early adoption allows the Company to reduce the cost and complexity of updating the fair value measurement each reporting period and eliminate the unnecessary volatility in reported earnings created by the revaluation when the Company’s shares’ value changes.

 

The Company presented the change in accounting policy through the retrospective application of the new accounting principle to all prior periods, as described in ASU No. 250-10-45-5, Accounting Changes and Error Corrections.

 

The following financial statement line items for the periods of three and six months ended September 30, 2016indicated were affected by the change in accounting principle.

 

Income statement

 

 Three months period ended December Nine months period ended December 
 2016 2016 
 As       As      
 Three months period ended September 2016 Six months period ended September 2016  originally     Effect of  originally    Effect of 
 As originally reported  As adjusted  Effect of change  As originally reported  As adjusted  Effect of change  reported As adjusted change reported As adjusted change 
Sales $18,283  $18,283  $-  $182,474  $182,474  $-  $372,426  $372,426  $-  $553,900  $553,900  $- 
Cost of Sales  12,019   12,019   -   70,894   70,894   -   334,786   334,786   -   405,680   405,680   - 
Total operating expenses  1,807,323   1,807,323   -   3,840,336   3,840,336   -   1,609,954   1,609,954   -   5,450,290   5,450,290   - 
Total other expenses  (2,530,605)  (400,499)  2,130,106   (2,135,530)  (396,483)  1,739,047   (761,896)  9,445   (771,341)  (2,897,426)  (387,038)  2,510,388 
Net income (loss) and comprehensive loss for the period  729,546   (1,400,560)  (2,130,106)  (1,593,226)  (3,332,273)  (1,739,047)  (810,418)  (1,581,759)  (771,341)  (2,404,644)  (4,915,032)  (2,510,388)
Net income (loss) per share  0.01   (0.04)  (0.05)  (0.02)  (0.06)  (0.04)  (0.01)  (0.02)  (0.01)  (0.03)  (0.05)  (0.02)

 

 7 

BIONIK LABORATORIES CORP.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the six monthsthree and nine month periods ended September 30,December 31, 2017 and 2016 (unaudited)

 

(Amounts expressed in U.S. Dollars)

 

Balance sheet

 

 As at March 31, 2017 
 As      
 As at March 31, 2017  originally     Effect of 
 As originally reported  As adjusted  Effect of change  reported As adjusted change 
Current assets $1,402,580  $1,402,580  $-  $1,402,580  $1,402,580  $- 
Capital assets  227,421   227,421   -   227,421   227,421   - 
Intangible assets  27,338,899   27,338,899   -   27,338,899   27,338,899   - 
Total assets  28,968,900   28,968,900   -   28,968,900   28,968,900   - 
Warrant derivative liability  959,600   -   (959,600)  959,600   -   (959,600)
Other current liabilities  4,818,205   4,818,205   -   4,818,205   4,818,250   45 
Total liabilities  5,777,805   4,818,205   (959,600)  5,777,805   4,818,250   (959,555)
Common stock  96,794   96,794   -   96,794   96,794   - 
Additional paid in capital  38,640,706   45,088,171   6,447,465   38,640,706   45,088,171   6,447,465 
Retained earnings  (15,588,554)  (21,076,419)  (5,487,865)  (15,588,554)  (21,076,464)  (5,487,910)
Accumulated other comprehensive income  42,149   42,149   -   42,149   42,149   - 
Total shareholders' equity  23,191,095   24,150,695   959,600   23,191,095   24,150,650   959,555 
Total liabilities and shareholders' equity  28,968,900   28,968,900   -   28,968,900   29,968,900   - 

 

The change in retained earnings consists of a change in net loss for the year ended March 31 2017, changing from $3,936,574 to $8,069,402, a net change of $4,132,828, the$4,132,828. The remainder of the change included in the $5,487,865$5,487,910 noted above relates to periods prior to March 31, 2016.

 

Statement of cash flows

 

 As at December 31, 2016 
 As at September 30, 2016  As originally     Effect of 
 As originally reported  As adjusted  Effect of change  reported  As adjusted  change 
Net loss for the period $(1,593,226) $(3,332,273) $(1,739,047) $(2,404,644) $(4,915,032) $(2,510,388)
Adjustment for items not affecting cash                        
Depreciation  33,753   33,753   -   57,781   57,781     
Interest expense  10,031   10,031   -   23,839   23,839     
Share-based compensation expense  424,090   424,090   -   592,130   592,130     
Shares issued for service  59,500   59,500   -   59,500   59,500     
Change in fair value of warrant derivative liability  (1,739,047)  -   1,739,047   (2,510,388)  -   2,510,388 
            
Change in non-cash working capital items  (1,359,164)  (1,359,164)    
Net cash used in operating activities  (3,964,234)  (3,964,234)  -   (5,540,946)  (5,540,946)  - 
Net cash used in investing activities  (6,848)  (6,848)  -   (9,827)  (9,827)  - 
Net cash provided by financing activities  266,635   266,635   -   749,968   749,968   - 
Net decrease in cash and cash equivalents for the period  (3,704,447)  (3,704,447)  -   (4,800,805)  (4,800,805)  - 
Cash and cash equivalents, beginning of period  5,381,757   5,381,757   -   5,381,757   5,381,757   - 
Cash and cash equivalents, end of period  1,677,310   1,677,310   -   580,952   580,952   - 

 

 8 

BIONIK LABORATORIES CORP.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the six monthsthree and nine month periods ended September 30,December 31, 2017 and 2016 (unaudited)

 

(Amounts expressed in U.S. Dollars)

 

3.SIGNIFICANT ACCOUNTING POLICIES

 

Unaudited Condensed Consolidated Interim Financial Statements

 

These unaudited condensed consolidated interim financial statements have been prepared on the same basis as the annual audited financial statements of the Company and should be read in conjunction with those annual audited financial statements filed on Form 10-K for the year ended March 31, 2017. In the opinion of management, these unaudited condensed consolidated interim financial statements reflect adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.

 

Newly Adopted and Recently Issued Accounting Pronouncements

 

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)”. The standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. The accounting standard is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2017. EarlyFor a public entity, early adoption is not permitted. The impact on the condensed consolidated interim financial statements of adopting ASU 2014-09 will be assessed by management.

 

In November 2015, the FASB issued ASU No. 2015-17, “Balance Sheet Classification of Deferred Taxes,” which requires that deferred tax liabilities and assets be classified on our Consolidated Balance Sheets as noncurrent based on an analysis of each taxpaying component within a jurisdiction. ASU No. 2015-17 is effective for the fiscal year commencing after December 15, 2017. The Company does not anticipate that the adoption of ASU No. 2015-17 will have a material effect on the condensed consolidated interim financial position or the consolidated results of operations.

 

In January 2016, the FASB issued ASU No. 2016-01 “Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities”. The updates makes several modifications to Subtopic 825-10, including the elimination of the available-for-sale classification of equity investments, and it requires equity investments with readily determinable fair values to be measured at fair value with changes in fair value recognized in operations. The update is effective for fiscal years beginning after December 2017. The Company is still assessing the impact that the adoption of ASU 2016-01 will have on the condensed consolidated interim financial position and the consolidated results of operations.

 

In February 2016, the FASB issued ASU 2016-02, “Leases”. This update requires organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The new guidance will also require additional disclosure about the amount, timing and uncertainty of cash flows arising from leases. The provisions of this update are effective for annual and interim periods beginning after December 15, 2018. The Company is still assessing the impact that the adoption of ASU 2016-02 will have on the condensed consolidated interim financial position and the consolidated results of operations.

 

In March 2016, the FASB issued ASU 2016-09, “Compensation - Stock Compensation: Improvements to Employee Share-Based Payment Accounting”. Several aspects of the accounting for share-based payment award transaction are simplified, including (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. The amendments are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The Company has adopted this policy during the period and there was no impact on the condensed consolidated interim financial statements.

 

In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments”. This ASU provides eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for the fiscal year commencing after December 15, 2017. The Company is still assessing the impact that the adoption of ASU 2016-15 will have on the condensed consolidated interim statement of cash flows.

9

BIONIK LABORATORIES CORP.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the six months periods ended September 30, 2017 and 2016 (unaudited)

(Amounts expressed in U.S. Dollars)

3.SIGNIFICANT ACCOUNTING POLICIES (continued)

 

In January 2017, the FASB issued ASU 2017-01, “Business Combinations: Clarifying the definition of a Business” which amends the current definition of a business. Under ASU 2017-01, to be considered a business, an acquisition would have to include an input and a substantive process that together significantly contributes to the ability to create outputs. ASU 2017-01 further states that when substantially all of the fair value of gross assets acquitted is concentrated in a single asset (or a group of similar assets), the assets acquired would not represent a business. The new guidance also narrows the definition of the term “outputs” to be consistent with how it described in Topic 606, Revenue from Contracts with Customers. The changes to the definition of a business will likely result in more acquisitions being accounted for as asset acquisitions. ASU 2017-01 is effective for acquisitions commencing on or after June 30, 2019, with early adoption permitted. Adoption of this guidance will be applied prospectively on or after the effective date.

 

In January 2017, the FASB issued ASU 2017-04, “Intangibles – Goodwill and Other” ASU 2017-04 simplifies the accounting for goodwill impairment by eliminating Step 2 of the current goodwill impairment test, which required a hypothetical purchase price allocation. Goodwill impairment will now be the amount by which the reporting unit’s carrying value exceeds its fair value, limited to the carrying value of the goodwill. ASU 2017-04 is effective for financial statements issued for fiscal years, and interim periods beginning after December 15, 2019.

 

In September 2017, the FASB issued ASU 2017-13, “Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842)”. ASU 2017-13 amends the early adoption date option for certain companies related to the adoption of ASU 2014-09 and ASU 2016-02. The Company is not early adopting this standard; however, we are currently assessing the impact that the eventual adoption of this standard will have on the Company.

 9

BIONIK LABORATORIES CORP.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the three and nine month periods ended December 31, 2017 and 2016 (unaudited)

(Amounts expressed in U.S. Dollars)

3.SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenue Recognition

 

The Company recognizes revenue from product sales when persuasive evidence of an agreement with customer exists, products are shipped or title passes pursuant to the terms of the agreement, the amount due from the customer is fixed or determinable, collectability is reasonably assured, and there are no significant future performance obligation. Deposits are carried as liabilities until the requirements for revenue recognition are met.

 

Warranty Reserve and Deferred Warranty Revenue

 

The Company provides a one-year warranty as part of its normal sales offering. When products are sold, the Company provides warranty reserves, which, based on the historical experience of the Company are sufficient to cover warranty claims. Accrued warranty reserves are included in accrued liabilities on the balance sheet and amounted to $64,957 at September 30,December 31, 2017 and March 31, 2017. The Company also sells extended warranties of or additional periods beyond the standard warranty. Extended warranty revenue is deferred and recognized as revenue over the extended warranty period. The Company recognized $Nil of expense related to the change in warranty reserves and warranty costs incurred and recorded as an expense in cost of goods sold during the three and six-monthnine month period ended September 30,December 31, 2017 (September 30,(December 31, 2016 - $15,190$15,355 and $25,427,$30,732, respectively).

 

Foreign Currency Translation

The functional currency of the Company and its wholly owned subsidiaries is the U.S. dollar. Transactions denominated in a currency other than the functional currency are recorded on initial recognition at the exchange rate at the date of the transaction. After initial recognition, monetary assets and liabilities denominated in foreign currency are translated at the end of each reporting period into the functional currency at the exchange rate at that date. Exchange differences are recognized in profit or loss. Non-monetary assets and liabilities measured at cost are translated at the exchange rate at the date of the transaction.

 

Fair Value of Financial Instruments

 

ASC Topic 820 defines fair value, establishes a framework for measuring fair value, and expandsexpand disclosures about fair value measurements. Included in the ASC Topic 820 framework is a three level valuation inputs hierarchy with Level 1 being inputs and transactions that can be effectively fully observed by market participants spanning to Level 3 where estimates are unobservable by market participants outside of the Company and must be estimated using assumptions developed by the Company. The Company discloses the lowest level input significant to each category of asset or liability valued within the scope of ASC Topic 820 and the valuation method as exchange, income or use. The Company uses inputs which are as observable as possible and the methods most applicable to the specific situation of each company or valued item.

 

The carrying amounts reported in the balance sheets for cash and cash equivalents, accounts receivable, other receivables, accounts payable and accrued liabilities, due from related parties, demand notes payable, promissory notes payable, convertible notes payable, and short-term loans approximate fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rates of interest. Per ASC Topic 820 framework these are considered Level 2 inputs where inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

 

The Company’s policy is to recognize transfers into and out of Level 3 as of the date of the event or change in the circumstances that caused the transfer. There were no such transfers during the period.

 

 10 

BIONIK LABORATORIES CORP.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the six monthsthree and nine month periods ended September 30,December 31, 2017 and 2016 (unaudited)

 

(Amounts expressed in U.S. Dollars)

 

4.ACQUISITION

 

On April 21, 2016, the Company acquired 100% of the common and preferred shares of IMT, through a transaction where Bionik Mergerco merged with and into IMT, with IMT surviving the merger as a wholly owned subsidiary of Bionik. Bionik issued an aggregate of 23,650,000 shares of Company Common Stock in exchange for all shares of IMT Common Stock and IMT Preferred Stock outstanding immediately prior to April 21, 2016. All shares have been issued at March 31, 2017.

 

Bionik also assumed each of the 3,895,000 options to acquire IMT Common Stock granted under IMT’s equity incentive plan or otherwise issued by IMT. These options were exchanged for purchase of an aggregate of 3,000,000 shares of Company Common Stock, of which 1,000,000 have an exercise price of $0.25. 1,000,000 have an exercise price of $0.95 and 1,000,000 have an exercise price of $1.05. Stock compensation expense on vested options of $2,582,890 was recorded on the options exchanged and this amount is included in the acquisition equation.

 

As a result of the acquisition of IMT, the Company acquired assets including three licensed patents, two license agreements, three FDA listed products, an FDA inspected manufacturing facility, extensive clinical and sales data, and international distributors. The Company retained an independent valuator to determine the purchase price allocation, which reflects the allocation of assets and goodwill. The following sets forth the purchase price allocation based on management’s best estimates of fair value, including a summary of major classes of consideration transferred and the recognized amounts of assets acquired and liabilities assumed at the acquisition date.

 

  As at

April 21, 2016

 
  $ 
Fair value of 23,650,000 shares of common stock (a)  23,177,000 
Fair value of vested stock options (b)  2,582,890 
Allocation of purchase price:  25,759,890 
Cash and cash equivalents  266,635 
Accounts receivable  6,490 
Inventories  188,879 
Prepaid expenses and other current assets  16,839 
Equipment  59,749 
Liabilities assumed:    
Accounts payable  (241,299)
Accrued liabilities  (361,029)
Customer deposits  (86,487)
Demand notes payable  (324,894)
Promissory notes payable  (217,808)
Bionik advance (c)  (1,436,164)
Net assets acquired  (2,129,089)
Patents and exclusive License Agreement  1,306,031 
Trademark  2,505,907 
Customer relationships  1,431,680 
Non compete agreement  61,366 
Assembled Workforce  275,720 
Goodwill  22,308,275 
   25,759,890 

 

(a)The fair value of common stock was based on $0.98, which was the closing market price of the Company’s common stock on April 21, 2016.

 

(b)The fair value of the vested stock options was determined using the Black Scholes option pricing model with the following key assumptions: a risk free rate of 1.59%, dividend and forfeiture rates of 0% and expected volatility of 114% which is consistent with the Company’s assumptions (Note 11).

 

(c)Included in the net assets acquired was a loan issued to IMT in the amount of $300,000 under normal commercial terms. The loan carried an interest rate of 6% and were secured by all the assets of IMT subject to a $200,000 subordination to a third party financial services company, which was released in April 2016.

 

 11 

BIONIK LABORATORIES CORP.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the six monthsthree and nine month periods ended September 30,December 31, 2017 and 2016 (unaudited)

 

(Amounts expressed in U.S. Dollars)

 

4.ACQUISITION (continued)

 

The schedule below reflects the intangible assets acquired in the IMT acquisition and the assets amortization period and expense for the three and sixnine months period ended September 30,December 31, 2017 and the year ended March 31, 2017:

 

 Amortization
 Value acquired Expense
March
31, 2017
 Value at
March
31, 2017
 3 Months
Expense
December
31, 2017
 9 Months
Expense
December
31, 2017
   Value at
December
31, 2017
 
Intangible assets acquired Amortization     Expense March Value at March 3 Months Expense 6 Months Expense Value at   period (years) $ $ $ $ $ $ 
 period (years) Value acquired 31, 2017 31, 2017 September September September 
          30, 2017 30, 2017 30, 2017 
    $  $  $  $  $  $ 
Patents and exclusive License Agreement  9.74   1,306,031   126,375   1,179,656   33,522   67,081   1,112,575   9.74   1,306,031   126,375   1,179,656   33,522   100,604   1,079,052 
Trademark  Indefinite   2,505,907   -   2,505,907   -   -   2,505,907   Indefinite   2,505,907   -   2,505,907   -   -   2,505,907 
Customer relationships  10   1,431,680   134,931   1,296,749   35,792   71,622   1,225,127   10   1,431,680   134,931   1,296,749   35,792   107,414   1,189,335 
Non compete agreement  2   61,366   28,918   32,448   7,671   15,367   17,081   2   61,366   28,918   32,448   7,671   23,038   9,410 
Assembled Workforce  1   275,720   259,856   15,864   -   15,864   -   1   275,720   259,856   15,864   -   15,864   - 
      5,580,704   550,080   5,030,624   76,985   169,934   4,860,690       5,580,704   550,080   5,030,624   76,985   246,920   4,783,704 

 

5.PREPAID EXPENSES AND OTHER RECEIVABLES

 

 

September 30,

2017

 

March 31,

2017

  

December 31,

2017

 

March 31,

2017

 
 $ $  $ $ 
Prepaid expenses and sundry receivables  117,972   68,484   52,221   68,484 
Prepaid insurance  19,671   136,896   70,165   136,896 
Sales taxes receivable (i)  31,644   22,667   22,658   22,667 
  169,287   228,047   145,044   228,047 

 

(i)

(i) Represents net harmonized sales taxes (HST) input tax credits receivable from the Government of Canada.

 

6.INVENTORIES

 

 

September 30,

2017

 

March 31,

2017

  

December 31,

2017

 

March 31,

2017

 
 $ $  $ $ 
Raw materials  225,735   119,985   264,334   119,985 
Work in progress  5,707   108,264   14,283   108,264 
Finished Goods  -   -   23,797   - 
  231,442   228,249   302,414   228,249 

 

7.EQUIPMENT

 

Equipment consisted of the following as at September 30,December 31, 2017 and March 31, 2017:

 

  December 31, 2017  March 31, 2017 
     Accumulated        Accumulated    
  Cost  Depreciation  Net  Cost  Depreciation  Net 
  $  $  $  $  $  $ 
Computers and electronics  252,120   219,288   32,832   250,538   204,258   46,280 
Furniture and fixtures  36,795   27,598   9,197   36,795   26,096   10,699 
Demonstration equipment  200,186   92,539   107,647   184,586   44,420   140,166 
Manufacturing equipment  88,742   85,509   3,233   88,742   84,982   3,760 
Tools and parts  11,422   5,447   5,975   11,422   4,472   6,950 
Assets under capital lease  23,019   6,906   16,113   23,019   3,453   19,566 
   612,284   437,287   174,997   595,102   367,681   227,421 

  September 30, 2017  March 31, 2017 
     Accumulated        Accumulated    
  Cost  Depreciation  Net  Cost  Depreciation  Net 
  $  $  $  $  $  $ 
Computers and electronics  252,120   214,817   37,303   250,538   204,258   46,280 
Furniture and fixtures  36,795   27,123   9,672   36,795   26,096   10,699 
Demonstration equipment  200,186   77,878   122,308   184,586   44,420   140,166 
Manufacturing equipment  88,742   85,342   3,400   88,742   84,982   3,760 
Tools and parts  11,422   5,138   6,284   11,422   4,472   6,950 
Assets under capital lease  23,019   5,755   17,264   23,019   3,453   19,566 
   612,284   416,053   196,231   595,102   367,681   227,421 

 

Equipment is recorded at cost less accumulated depreciation. Depreciation expense during the three and sixnine months period ended September 30,December 31, 2017 was $23,820$21,234 and $48,372 (September 30,$69,606 (December 31, 2016 - $23,590$24,028 and 33,753)$57,781).

 

 12 

BIONIK LABORATORIES CORP.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the six monthsthree and nine month periods ended September 30,December 31, 2017 and 2016 (unaudited)

 

(Amounts expressedExpressed in U.S. Dollars)

 

8.NOTES PAYABLE

 

(a) Demand Notes payable

 

The Company hasrepaid on December 31, 2017, all outstanding demand notes payable (“Notes”) except Notes in the aggregate principal amount of $330,600,$50,000, which was deferred to June 30, 2018 acquired from IMT on April 21, 2016. Prior to the acquisition of IMT, amendments were executed to the Notes to accrue interest at a rate of prime, as reported by the Wall Street Journal, of 3.50% at the date of amendment and to defer the demand feature until the earlier of December 31, 2017 or the date when the Company raises new capital in excess of $15 million in cash. Loan amounts represented by one such Note are owed to a former director of the Company for $152,795 at September 30, 2017 (March 31, 2017 - $150,689).

 

Balance, March 31, 2017  330,600   330,600 
Accrued interest  4,709   7,018 
Balance, September 30, 2017 $335,309 
Repayment of principal  (208,359)
Repayment of interest  (79,259)
Balance, December 31, 2017 $50,000 

 

Interest expense incurred on the Notes totaled $2,341$2,309 and $4,709$7,018 for the three months and sixnine months periods ended September 30,December 31, 2017 (September 30,(December 31, 2016 - $1,138$2,367 and $4,463)$3,467), which areis included in accrued liabilities.

 

(b) Promissory Notes payable

 

In February 2014, the Company borrowed $200,000 from an existing investor under the terms of thea secured promissory note (“Promissory Note”). The Promissory Note bearsbore interest at a simple interest rate equal to 10% per annum and interest is payable quarterly. The Promissory Note, which was originally scheduled to mature in March 2016 and was extended numerous times with a current maturity date of December 31, 2017; assuming $100,000 was repaid with interest on October 31, 2017, which was completed.

The remaining funds may be prepaid at any time, and is secured by substantially all the assets of one of the Company’s subsidiaries. Interest expenseexpenses incurred on the Promissory Note totaled $5,152$3,059 and $9,898$12,957 for the three months and sixnone months ended September 30,December 31, 2017 (September 30,(December 31, 2016 - $5,042$5,041 and $8,932)$13,973). The Promissory Note was paid in full during the quarter.

Balance, March 31, 2017236,548
Accrued interest12,957
Repayment of principal(200,000)
Repayment of interest(49,505)
Balance, December 31, 2017$-

(c) Short term Loan

In December 2017, a company controlled by a Board member made a short-term loan to the Company of $400,000 with interest at 1.5% per month. Interest expenses incurred on the loan totaled $2,400 for the three and nine months ended December 31, 2017 (December 31, 2016 - $Nil and $Nil). The Company repaid $12,319this loan with interest of principal amount and $41,973 of interest to the lender on July 5, 2017.$3,200 in January 2018.

 

Balance, March 31, 2017  236,548 
Accrued interest  9,898 
Repayment of principal  (12,319)
Repayment of interest  (41,973)
Balance, September 30, 2017 $192,154 

(d) Convertible Loans Payable

 

(a)  In December 2016, several shareholders of the Company agreed to advance the Company $1,500,000 of convertible notes in three tranches: $500,000 upon origination of the convertible loans and $500,000 on each of January 15, 2017 and February 15, 2017. A further $500,000 was advanced in March 2017 to bring the total of these convertible loans to approximately $2,000,000. The convertible loans bore interest at 6% until the original due date of March 31, 2017 and $17,488 was accrued and expensed as interest on these loans for the year ended March 31, 2017.

 

The convertible loans contain the following terms: convertible at the option of the holder at the price of the equity financing or payable on demand upon the completion of an equity financing greater than $5,000,000; automatically convertible at the price of the equity financing upon completion of an equity financing between $3,500,000 and $5,000,000; if no such equity financing is completed by November 15, 2017, then the loans shall become secured by a general security agreement over all assets of the Company; and, upon a change in control would either be payable on demand or convertible at the lesser of a price per share equal to that received by the parties in the change in control transaction or the market price of the shares. These conversion features were analyzed and determined to be contingent conversion features, accordingly, until the triggering event no beneficial conversion feature is recognized.

 

On August 14, 2017, the Company entered into an amendment to these convertible loans, whereby the interest was changed to a fixed rate of 12% per year from April 1, 2017 to August 14, 2017, and 3% per month from August 14, 2017 to maturity, which was extended to the earlier of March 31, 2018 or consummation of a qualified financing. The conversion feature was modified to contain the following terms: upon the consummation of an equity or equity-linked round of with an aggregate gross proceeds of $7,000,000, without any action on part of the Holder, the outstanding principal, accrued and unpaid interest and premium amount equal to twenty-five percent (25%) of the principal amount less the accrued and unpaid interest, will be converted into shares of new round stock based upon the lesser of (a) the lowest issuance (or conversion) price of new round stock in case there is more than one tranche of new round stock or (b) twenty-five cents ($0.25).

 

Further, the Company issued warrants to these debt holders amounting to 20% of the aggregate principal of the convertible loans divided by the exercise price, which would be determined as the lowest of a new round stock in a qualified financing, the average volume weighted average price for the sixty trading days prior to January 31, 2018 or $0.25. The warrants have a term of five years.

 

 13 

BIONIK LABORATORIES CORP.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the six monthsthree and nine month periods ended September 30,December 31, 2017 and 2016 (unaudited)

 

(Amounts expressed in U.S. Dollars)

 

8.NOTES PAYABLE (Continued)

 

An additional $1,098,715$2,999,975 was received from these shareholders during the sixnine months ended September 30,December 31, 2017 for a total of $3,098,690.$4,999,975. For the three months and sixnine months ended September 30,December 31, 2017, an additional $60,493$381,429 and $206,245$587,699 of interest was accrued and expensed on these convertible loans.

 

The Company has recognized a discount against the convertible loans for the relative fair value of the warrants and is accreting the discount using the effective interest rate method. The assumptions used in valuing the warrants using the binomial valuation model were as follows: exercise price of $0.25, volatility of 114%, risk-free interest rate of 1.91% and a term of five years.

 

The Company evaluated the fair value of the warrants attached to the convertible notes as $380,037$548,178 and recorded $74,073$290,375 of warrant accretion expense in the six monthsnine month period ended September 30,December 31, 2017.

 

Balance, March 31, 2017  2,017,488   2,017,488 
Additional principal investment  1,098,715   2,999,975 
Fair value of warrants  (380,037)  (548,178)
Accretion expense  74,073   290,375 
Accrued Interest  206,245   587,699 
Balance, September 30, 2017 $3,016,484 
Balance, December 31, 2017 $5,347,359 

 

(b)(e) In May 2017, the Company’s Chinese joint venture partners loaned the Company $500,000 withat an interest rate of 8% convertible into the Company’s common shares upon a capital raise (“Qualified Financing”) where gross proceeds exceed $3,000,000 at the lesser of $0.50 and the quotient of the outstanding balance on the conversion date by the price of the Qualified Financing. Additionally, the holders are entitled to warrants equaling 25% of the number of conversion shares to be issued at conversion. During the three and sixnine months ended September 30,December 31, 2017, $3,527$10,082 and $13,611$23,693 of interest was accrued and expensed on these convertible loans.

 

Balance, March 31, 2017  -   - 
Additional principal investment  500,000   500,000 
Accrued Interest  13,611   23,693 
Balance, September 30, 2017 $513,611 
Balance, December 31, 2017 $523,693 

(f) In December 2017, investors of the Company advanced funds under a new convertible loan offering. These convertible loans bear interest at a fixed rate of 3% per month until the earlie of (a) January 31, 2018 and (b) the consummation of a qualified financing defined as gross proceeds of no less than $7,000,000 and up to $14,000,000 raised in one or more tranches. On the maturity date, without any action on the part of the Holder, the outstanding principal and accrued and unpaid interest under the notes will be converted into shares of new round stock based upon a (15%) discount to the lesser of (i) (A) the VWAP average of the last 30 days ending on the closing of the qualified financing (or, in the event of multiple closings, the lowest VWAP average of the last 30 days ending on each closing of a qualified financing) in the event of a maturity date referred to in clause (b) of the definition thereof, or (B) the VWAP average of the last 30 days before the maturity date in the event of a maturity date referred to in clause (a) of the definition thereof, and (ii) ($0.18).

$1,200,000 was received from these investors during the nine months ended December 31, 2017 and $8,800 of interest was accrued and expensed on these convertible loans for the three months and nine months ended December 31, 2017.

Balance, March 31, 2017  - 
Additional principal investment  1,200,000 
Accrued Interest  8,800 
Balance, December 31, 2017 $1,208,800 

 

9.RELATED PARTY TRANSACTIONS AND BALANCES

 

a)Due from related parties

a) Due from related parties

 

As of September 30,December 31, 2017, there was an outstanding loan to the Chief Technology Officer and director of the Company for $19,429$19,374 (March 31, 2017 - $18,731). The loan has an interest rate of 1% based on the Canada Revenue Agency’s prescribed rate for such advances and is denominated in Canadian dollars. During the periodnine months ended September 30,December 31, 2017, the Company accrued interest receivable in the amount of ($707)649) (March 31, 2017 - $707) the. The remaining fluctuation in the balance from the prior year is due to changes in foreign exchange.

 

b)Accounts payable and accrued liabilities

b) Accounts payable and accrued liabilities

 

As at September 30,December 31, 2017, $34,957$89,141 (March 31, 2017 - $Nil) was owing to the CEO of the Company; $54,347$47,307 (March 31, 2017 - $Nil to the former CTO) was owing to the Chief Technology Officer; $15,405$16,592 (March 31, 20162017 – $Nil) was owing to the Chief Financial Officer, $103,278$97,500 (March 31, 20162017 – $97,500) was owing to the Chief Commercialization Officer, and $675,058$639,375 (March 31, 20162017 – $4,135) was owing to the former CEO and current Chairman of the Board, all related to business, compensation and severance expenses, all of which are included in accounts payable or accrued liabilities.

 14

BIONIK LABORATORIES CORP.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the three and nine month periods ended December 31, 2017 and 2016 (unaudited)

(Amounts expressed in U.S. Dollars)

9.RELATED PARTY TRANSACTIONS AND BALANCES (Continued)

 

In connection with the acquisition of IMT, the Company acquired a license agreement dated June 8, 2009, pursuant to which the Company pays the licensors an aggregate royalty of 1% of sales based on patent #8,613,6391. No sales were made, as the technology under this patent has not been commercialized. One of the licensors is a founder of IMT and a former officer and director of the Company.

 

As at September 30, 2017, $120,000 (June 30, 2016 - $120,000) in principal amount is payable to a former officer and director, which with accrued interest are due and payable the earlier of December 31, 2017 and the date the Company raises new capital exceeding $15 million cash (Note 8). In addition, the Company paid an aggregate of approximately $33,000 in principal and interest on demand loans in favor of the director’s spouse at or about the effective date of the acquisition of IMT.

As at the effective date of the merger pursuant to the Merger Agreement, a former officer and director received an aggregate of 5,190,376 shares of the Company in return for his ownership of IMT securities, in addition to his IMT options which were as of the effective date of the merger exercisable for an aggregate of 360,231 shares of common stock of the Company.

 

14

BIONIK LABORATORIES CORP.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the six months periods ended September 30, 2017 and 2016 (unaudited)

(Amounts expressed in U.S. Dollars)

10.SHARE CAPITAL

 

 December 31, 2017 March 31, 2017 
 September 30, 2017  March 31, 2017  Number of   Number of   
 Number of shares $ Number of shares $  shares  $  shares  $ 
Exchangeable Shares:                         
Balance beginning of period/year  47,909,336   47,910   50,000,000   50,000   47,909,336   47,910   50,000,000   50,000 
Converted into common shares -  -  (2,090,664) (2,090)  (2,000,000)  (2,000)  (2,090,664)  (2,090)
Balance at the end of period/year  47,909,336   47,910   47,909,336   47,910   45,909,336   45,910   47,909,336   47,910 
Common Shares                                
Balance at beginning of the period  48,885,107   48,884   22,591,292   22,591   48,885,107   48,884   22,591,292   22,591 
Shares issued on acquisition (Note 3)  -   -   23,650,000   23,650   -   -   23,650,000   23,650 
Shares issued to exchangeable shares  -   -   2,090,664   2,090   2,000,000   2,000   2,090,664   2,090 
Shares issued for services  -   -   217,047   217   -   -   217,047   217 
Options exercised  -   -   110,096   110   -   -   110,096   110 
Warrants exercise (a)  5,000,172   5,000   174,759   175   5,000,172   5,000   174,759   175 
Cashless exercise of warrants  -   -   51,249   51   -   -   51,249   51 
Balance at end of the period  53,885,279   53,884   48,885,107   48,884   55,885,279   55,884   48,885,107   48,884 
TOTAL COMMON SHARES  101,794,615   101,794   96,794,443   96,794   101,794,615   101,794   96,794,443   96,794 

 

(a)During the six monthsnine month period ended September 30,December 31, 2017, the Company consummated an offer to amend and exercise to its warrant holders, enabling them to exercise their outstanding warrants for $0.25 per share, and as a result, 5,000,172 common shares were issued for net proceeds of $1,125,038 (Note 12).

 

(b)During the six monthsnine month period ended September 30,December 31, 2016, 51,249 common shares were issued as a result of a cashless exercise of 262,045 warrants with an exercise price of $0.80. Under the terms of the warrant agreement the value of the warrants on exercise is attributed to the shares on exercise and the Company has recognized a value of $43,562.

 

(c)The Company has a commitment to issue 250,000 common shares to a consultant during the sixnine months ended September 30,December 31, 2017 and recognized $60,000 as compensation expense in compensation expense.general and administrative investor related services. The Company issued 70,000 common shares during the sixnine months period ended September 30,December 31, 2016 for consulting services and recognized $59,500 of share compensation expense.

 

Special Voting Preferred Share

 

In connection with the Merger (Note 1), on February 26, 2015, the Company entered into a voting and exchange trust agreement (the “Trust Agreement”). Pursuant to the Trust Agreement, the Company issued one share of the Special Voting Preferred Stock, par value $0.001 per share, of the Company (the Special Voting Preferred Share”) to the Trustee, and the parties created a trust for the Trustee to hold the Special Voting Preferred Share for the benefit of the holders of the Exchangeable Shares (the “Beneficiaries”). Pursuant to the Trust Agreement, the Beneficiaries have voting rights in the Company equivalent to what they would have had, had they received shares of common stock in the same amount as the Exchangeable Shares held by the Beneficiaries.

 

In connection with the Merger and the Trust Agreement, effective February 20, 2015, the Company filed a certificate of designation of the Special Voting Preferred Share (the “Special Voting Certificate of Designation”) with the Delaware Secretary of State. Pursuant to the Special Voting Certificate of Designation, one share of the Company’s blank check preferred stock was designated as the Special Voting Preferred Share. The Special Voting Preferred Share entitles the Trustee to exercise the number of votes equal to the number of Exchangeableexchangeable Shares outstanding on a one-for-one basis during the term of the Trust Agreement.

 

The Special Voting Preferred Share is not entitled to receive any dividends or to receive any assets of the Company upon liquidation, and is not convertible into common shares of the Company.

 

The voting rights of the Special Voting Preferred Share will terminate pursuant to and in accordance with the Trust Agreement. The Special Voting Preferred Share will be automatically cancelled at such time as no Exchangeable Shares are held by a Beneficiary.

 

 15 

BIONIK LABORATORIES CORP.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the six monthsthree and nine month periods ended September 30,December 31, 2017 and 2016 (unaudited)

 

(Amounts expressed in U.S. Dollars)

 

11.STOCK OPTIONS

 

The purpose of the Company’s equity incentive plan, is to attract, retain and motivate persons of training, experience and leadership to the Company, including their directors, officers and employees, and to advance the interests of the Company by providing such persons with the opportunity, through share options, to acquire an increased proprietary interest in the Company.

 

Options or other securities may be granted in respect of authorized and unissued shares, provided that the aggregate number of shares reserved for issuance upon the exercise of all options or other securities granted under the Plan shall not exceed 15% of the shares of common stock and Exchangeable Shares issued and outstanding (determined as of January 1 of each year). Optioned shares in respect of which options are not exercised shall be available for subsequent options.

 

On April 11, 2014 and June 20, 2014, the Company issued 657,430 and 264,230 options to employees and a consultant at an exercise price of $0.165 and $0.23, respectively, with a term of seven years. The options vest one-third on grant date and two thirds equally over the subsequent two years on the anniversary date. During the nine-month period ended December 31, 2014, 125,824 of the 657,430 options were cancelled. On February 26, 2015, as a result of the Merger, the options were re-valued. The fair value, as re-measured, of the 531,606 options issued in April 2014 and the 264,230 options issued in June 2014, was $230,930 and $118,957 respectively. An additional 62,912 options were cancelled during the year ended March 31, 2017. Share compensation has been fully expensed on these options.

On July 1, 2014, the Company issued 2,972,592 options to management of the Company, at an exercise price of $0.23 with a term of 7 years, which vested May 27, 2015. On February 26, 2015, as result of the Merger, the options were re-valued at a fair value of $1,259,487,which vested immediately and were previously expensed as share compensation expense in 2015. On October 8, 2016, 990,864 of these options were cancelled.

On February 17, 2015, the Company granted 314,560 options to a director, employees and a consultant with an exercise price of $0.23, that vested one third immediately and two thirds over the next two anniversary dates with an expiry date of seven years. The grant date fair value of the options was $136,613. Previously 110,100 options were cancelled and share compensation has been fully expensed on these options.

On November 24, 2015, the Company granted 650,000 options granted to employees that vest over three years at the anniversary date. The grant date fair value of the options was $694,384. During the year ended March 31, 2016, 250,000 options were cancelled and in the three and sixnine months ended September 30,December 31, 2017, 35,609$35,609 and $71,219$106,828 in share compensation expense was recognized.

 

On December 14, 2015, the Company granted 2,495,000 options to employees, directors and consultants that vest over three years at the anniversary date. The grant date fair value of the options was $1,260,437. During the years ended March 31, 2016 and 2017, 25,000 options and 40,000 options, respectively, were cancelled, and in the first threenine months 83,334ended December 31, 2017, 351,667 options were cancelled and $100,289 of share compensation expense was recognized; oncancelled. On September 1, 2017, 666,667 options that were to vest equally December 14, 2017 and 2018 immediately vested. In the three and sixnine months ended September 30,December 31, 2017 $298,573$45,396 and $396,523$450,690 in compensation was recognized.

 

On April 21, 2016, the Company granted 3,000,000 stock options to employees of Bionik, Inc., the Company’s wholly-owned subsidiary (formerly IMT) in exchange for 3,895,000 options that existed before the Company purchased IMT of which 1,000,000 have an exercise price of $0.25, 1,000,000 have an exercise price of $0.95 and 1,000,000 have an exercise price of $1.05. The grant date fair value of vested options was $2,582,890 and has been recorded as part of the acquisition equation (Note 3). For options that have not yet vested, share compensation expense in the first three months and the sixnine months ended September 30,December 31, 2017 was $10,169 and $20,338$30,508 was recognized.

 

On April 26, 2016, the Company granted 250,000 options to an employee with an exercise price of $1.00 that vests over three years at the anniversary date. The grant date fair value was $213,750. During the three and sixnine months ended September 30,December 31, 2017, $17,813 and $35,625$53,438 was recognized as share compensation expense.

 

On August 8, 2016, the Company granted 750,000 options to an employee with an exercise price of $1.00 that vests over three years at the anniversary date. The grant date fair value was $652,068. During the three months and sixnine months ended September 30,December 31, 2017 $54,339 and $108,678$163,017 of share compensation expense was recognized.

 

On February 6, 2017, the Company granted 400,000 options to an employee with an exercise price of $0.70 that vests over three years at the anniversary date. The grant date fair value was $245,200. Share compensation expense was recognized for the three and sixnine months ended September 30,December 31, 2017 of $20,433 and $40,867$61,300 was recognized.

 

On February 13, 2017, the Company granted 250,000 options to a consultant with an exercise price of $0.68 that vests over one and one-half years, every six months. The grant date fair value was $148,750. During the three months and sixnine months ended September 30,December 31 2017, $12,396$12,390 and $24,792$37,188 of share compensation expense was recognized.

 

 16 

BIONIK LABORATORIES CORP.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the six monthsthree and nine month periods ended September 30,December 31, 2017 and 2016 (unaudited)

 

(Amounts expressed in U.S. Dollars)

 

11.STOCK OPTIONS (Continued)

 

On August 3, 2017, 1,500,000 options at $0.21 to an executive officer, which vest equally over three future years. In addition, this executive officer was also granted up to 500,000 additional performance options based on meeting sales targets for the years ending March 31, 2018 and 2019. The performance options will vest at market price if the performance objectives are met. This grant had a grant date fair value of $387,209 and a share compensation expense of $15,093$22,639 and $37,370 was recognized for the three and nine months ended September 30,December 31, 2017. These options were valued using the Black-Scholes model and the following inputs: expected life of 7 years, expected volatility 114% and a risk-free rate of 1.73%.

 

On September 1, 2017, the Company granted 12,215,354 options at $0.161 equally to an executive officer and a consultant. 2,040,8922,035,892 options have vested and 50% of the remaining options vest on performance being met and 50% vest annually over 5 years. The grant date fair value was $1,832,304 and $305,384$38,173 and $343,919 is the current expenses for the three and nine months ended September 30,December 31, 2017. These options were valued using the Black-Scholes model and the following inputs: expected life of 10 years, expected volatility 114% and a risk-free rate of 1.73%1.91%.

 

During the three and six monthnine months ended September 30,December 31, 2017, the Company recorded $762,208$271,001 and $1,013,256$1,284,257 in share-based compensation related to the vesting of stock options (September 30,(December 31, 2016 - $204,842$227,540 and $424,090)$592,130).

 

The following is a summary of stock options outstanding and exercisable as of September 30,December 31, 2017:

 

Exercise Price ($)   Number of Options   Expiry Date  Exercisable Options 
 0.165   264,230  April 1, 2021  264,230 
 0.23   97,514  June 20, 2021  97,514 
 0.23   1,981,728  July 1, 2021  1,981,728 
 0.23   204,471  February 17, 2022  204,471 
 1.22   400,000  November 24, 2022  133,333 
 1.00   1,650,000  December 14, 2022  1,476,661 
 0.95   111,937  March 28, 2023  111,937 
 1.05   433,027  March 28, 2023  433,027 
 1.00   250,000  April 26, 2023  83,333 
 1.00   750,000  August 8, 2023  250,000 
 0.70   400,000  February 6, 2024  - 
 0.68   250,000  February 13, 2024  83,333 
 0.95   31,620  March 3, 2024  31,620 
 1.05   122,324  March 3, 2024  122,324 
 0.95   15,810  March 14, 2024  15,810 
 1.05   61,162  March 14, 2024  61,162 
 0.95   82,213  September 30, 2024  82,213 
 1.05   318,042  September 30, 2024  318,042 
 0.95   7,431  June 2, 2025  7,431 
 1.05   28,747  June 2, 2025  28,747 
 0.25   906,077  July 28, 2025  906,077 
 0.95   671,859  July 29, 2025  671,859 
 0.25   66,298  December 30, 2025  53,909 
 0.95   49,160  December 30, 2025  27,261 
 0.21   2,000,000  August 3, 2024  - 
 0.161   12,215,354  September 1, 2027  2,035,892 
     23,369,004     9,481,915 
Exercise Price ($)  Number of Options  Expiry Date Exercisable Options 
 0.165   264,230  April 1, 2021  264,230 
 0.23   97,514  June 20, 2021  97,514 
 0.23   1,981,728  July 1, 2021  1,981,728 
 0.23   204,471  February 17, 2022  204,471 
 1.22   400,000  November 24, 2022  266,667 
 1.00   2,078,333  December 14, 2022  1,803,333 
 0.95   111,937  March 28, 2023  111,937 
 1.05   433,027  March 28, 2023  433,027 
 1.00   250,000  April 26, 2023  83,333 
 1.00   750,000  August 8, 2023  250,000 
 0.70   400,000  February 6, 2024  - 
 0.68   250,000  February 13, 2024  166,667 
 0.95   31,620  March 3, 2024  31,620 
 1.05   122,324  March 3, 2024  122,324 
 0.95   15,810  March 14, 2024  15,810 
 1.05   61,162  March 14, 2024  61,162 
 0.95   82,213  September 30, 2024  82,213 
 1.05   318,042  September 30, 2024  318,042 
 0.95   7,431  June 2, 2025  7,431 
 1.05   28,747  June 2, 2025  28,747 
 0.25   906,077  July 28, 2025  906,077 
 0.95   671,859  July 29, 2025  671,859 
 0.25   66,298  December 30, 2025  49,160 
 0.95   49,160  December 30, 2025  27,261 
 0.21   2,000,000  August 3, 2024  - 
 0.161   12,215,354  September 1, 2027  2,035,892 
     23,797,337     10,025,505 

 

The weighted-average remaining contractual term of the outstanding options was 8.077.76 (March 31, 2017 – 5.12) and for the options that are exercisable the weighted average was 6.556.23 (March 31, 2017 – 6.02)

 

 17 

BIONIK LABORATORIES CORP.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the six monthsthree and nine month periods ended September 30,December 31, 2017 and 2016 (unaudited)

 

(Amounts expressed in U.S. Dollars)

 

12.WARRANTS

 

The following is a continuity schedule of the Company’s common share purchase warrants:

 

 Number of Warrants  Weighted-Average Exercise Price ($)  Number of
Warrants
 Weighted-
Average
Exercise Price
($)
 
Outstanding and exercisable, March 31, 2015  10,823,450   1.35   10,823,450   1.35 
Issued  7,225,625   1.35   7,225,625   1.35 
Exercised  (148,787)  (0.80)  (148,787)  (0.80)
Outstanding and exercisable, March 31, 2016  17,900,288   1.35   17,900,288   1.35 
Exercised  (262,045)  (0.80)  (262,045)  (0.80)
Outstanding and exercisable, March 31, 2017  17,638,243   1.35   17,638,243   1.35 
Exercised  (5,000,172)  0.25   (5,000,172)  0.25 
Dilution warrants issued to $0.80 warrant holders  83,752   0.749   83,752   0.749 
Dilution warrants issued to $1.40 warrant holders  941,191   1.2933   941,191   1.2933 
Outstanding at September 30, 2017  13,663,014   1.241 
Outstanding at December 31, 2017  13,663,014   1.241 

 

During the six monthsnine month period ended September 30,December 31, 2017, the Company consummated an offer to amend and exercise its then outstanding warrants, enabling the holders of the warrants to exercise such warrants for $0.25 per share. The Company received net proceeds of $1,129,193.$1,125,038. In addition due to an anti-dilution clause in the warrant agreement andagreements for such outstanding warrants an additional 83,752 warrants were issued to the $0.80 warrant holders and 941,191 warrants were issued to the $1.40 warrant holders. Furthermore, as a result of the anti-dilution clause, the exercise price of the warrants changed from $0.80 to $0.7490$0.749 and from $1.40 to $1.2933 as a result of this transaction. The Company measured the effects of the triggered anti-dilution clause using the binomial tree model and recorded a loss of $41,025 against retained earnings.

 

The Company issued 400,014 warrants exercisable at $0.25 for four years expiring June 27, 2020 to the firm who facilitated the warrant offer.

 

During the year ended March 31, 2017 a warrant holder exercised 262,045 warrants on a cashless basis based on the terms of the warrant agreement and received 51,249 shares of common stock.

 

During the year ended March 31, 2016, a warrant holder exercised 148,787 warrants on a cashless basis based on the terms of the warrant agreement and was issued 45,508 shares of common stock.

 

Common share purchase warrants

 

The following is a summary of common share purchase warrants outstanding after the warrant offer to amend and exercise the additional warrant issue and the re-pricing of the warrants as of September 30,December 31, 2017:

 

Exercise
Price ($)
  Number of
Warrants
  Expiry Date
 1.2933   5,873,289  February 26, 2019
 1.2933   1,229,040  March 27, 2019
 1.2933   328,166  March 31, 2019
 1.2933   2,544,240  April 21, 2019
 1.2933   1,201,164  May 27, 2019
 1.2933   1,173,370  June 30, 2019
 0.7490   1,313,745  February 26, 2019
     13,663,014   

 

The weighted-average remaining contractual term of the outstanding warrants was 1.521.27 (March 31, 2017 – 1.77).

 

The exercise price and number of underlying shares with respect to the original $0.80 and the $1.40 warrants mayare expected to be further adjusted pursuant to the anti-dilution provisions therein, as a result of the issuance of the convertible promissory notes and warrants.warrants in 2016, 2017 and 2018. The anti-dilution provisions in these warrants isare not triggeredable to be computed until the convertible promissory notes are converted, or the warrants are exercised, and the underlying shares can be determined in accordance with the terms thereunder.

 

 18 

BIONIK LABORATORIES CORP.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the six monthsthree and nine month periods ended September 30,December 31, 2017 and 2016 (unaudited)

 

(Amounts expressed in U.S. Dollars)

 

13.COMMITMENTS AND CONTINGENCIES

 

Contingencies

 

From time to time, the Company may be involved in a variety of claims, suits, investigations and proceedings arising in the ordinary course of our business, collections claims, breach of contract claims, labor and employment claims, tax and other matters. Although claims, suits, investigations and proceedings are inherently uncertain and their results cannot be predicted with certainty, the Company believes that the resolution of current pending matters will not have a material adverse effect on its business, financial position, results of operations or cash flow. Regardless of the outcome, litigation can have an adverse impact on the Company because of legal costs, diversion of management resources and other factors.

 

Commitments

 

On February 25, 2015, 262,904 common shares were issued to two former lenders connected with a $241,185 loan received and repaid during fiscal 2013. The common shares were valued at $210,323 based on the value of the concurrent private placement, and recorded in stock-based compensation on the consolidated statement of operations and comprehensive loss. As part of the consideration for the initial loan the former Chief Technology Officer and the new Chief Technology Officer had transferred 314,560 common shares to the lenders. For contributing the common shares to the lenders, the Company intends to reimburse the former Chief Technology Officer and the new Chief Technology Officer 320,000 common shares, each. As at September 30,December 31, 2017 and March 31, 2017, these shares have not yet been issued.

 

14.RISK MANAGEMENT

 

The Company’s cash balances are maintained in two banks in Canada and a Canadian Bank subsidiary in the US. US Bank Deposits held in banks in Canada are insured up to $100,000 CAD per depositor for each bank by The Canada Deposit Insurance Corporation, a federal crown corporation. Actual balances at times may exceed these limits.

 

Interest Rate Risk

 

Interest rate risk is the risk that the value of a financial instrument might be adversely affected by a change in the interest rates. The Company has minimal exposure to fluctuations in the market interest rate. In seeking to minimize the risks from interest rate fluctuationsfluctuation the Company manages exposure through its normal operating and financing activities.

 

Liquidity Risk

 

Liquidity risk is the risk that the Company will incur difficulties meeting its financial obligations, as they are due. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when due. Accounts payable and accrued liabilities are due within the current operating period. The Company has funded its operations through the issuance of capital stock, convertible debt and loans in addition to grants and investment tax credits received from the Government of Canada.

 

15.SUBSEQUENT EVENTS

 

(a)Subsequent to September 30, 2017, the Company received an additional $1,099,984 from the lenders described in note 8(a) under the same terms and conditions.
(b)Subsequent to September 30, 2017, an Exchangeable shareholder exchanged 2,000,000 exchangeable shares into Common Stock.
(c)Subsequent to September 30, 2017, the Company’s shareholders approved an increase in the number of authorized shares of common stock from 150,000,000 to 250,000,000.

(a) Subsequent to December 31, 2017, the Company received an additional $606,400 from the lenders under the new terms of the loans described in note 8(f).

 

(b) Subsequent to December 31, 2017, the Company issued 3,640,000 options at $0.155 to employees of the Company. The options will vest over three years - 1/3 on January 24, 2019, 1/3 on January 24, 2020 and 1/3 on January 24, 2021.

(c) Subsequent to December 31, 2017, the Company received a short term loan of $500,000 due March 31, 2018 with interest of 1.5% per month from one of its directors.

 19 

 

 

Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Forward-looking Statements

 

This Quarterly Report on Form 10-Q contains statements reflecting assumptions, expectations, projections, intentions or beliefs about future events that are intended as “forward-looking statements”. All statements included or incorporated by reference in this Quarterly Report on Form 10-Q, other than statements of historical fact, that address activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements. These statements appear in a number of places, including, but not limited to in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements represent our reasonable judgment of the future based on various factors and using numerous assumptions and are subject to known and unknown risks, uncertainties and other factors that could cause our actual results and financial position to differ materially from those contemplated by the statements. You can identify these statements by the fact that they do not relate strictly to historical or current facts, and use words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “may,” “will”, “should,” “plan,” “project” and other words of similar meaning. In particular, these include, but are not limited to, statements relating to the following:

 

·projectedProjected operating or financial results, including anticipated cash flows used in operations;

 

·expectationsExpectations regarding capital expenditures; and

 

·ourOur beliefs and assumptions relating to our liquidity position, including our ability to obtain additional financing.

 

Any or all of our forward-looking statements may turn out to be wrong. They can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and other factors including, among others:

 

·theThe loss of key management personnel on whom we depend;

 

·ourOur ability to operate our business efficiently, manage capital expenditures and costs (including general and administrative expenses) and obtain financing when required; and

 

·ourOur expectations with respect to our acquisition activity.

 

In addition, there may be other factors that could cause our actual results to be materially different from the results referenced in the forward-looking statements, some of which are included in this Quarterly Report on Form 10-Q, including in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Many of these factors will be important in determining our actual future results. Consequently, no forward-looking statement can be guaranteed. Our actual future results may vary materially from those expressed or implied in any forward-looking statements. All forward-looking statements contained in this Quarterly Report on Form 10-Q are qualified in their entirety by this cautionary statement. Forward-looking statements speak only as of the date they are made, and we disclaim any obligation to update any forward-looking statements to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q, except as otherwise required by applicable law.

 

This discussion and analysis should be read in conjunction with the accompanying condensed consolidated interim financial statements and related notes and the Company’s Annual Report on Form 10-K, for the year ended March 31, 2017 as filed with the Securities and Exchange Commission.

 

The discussion and analysis of the financial condition and results of operations are based upon the financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of any contingent liabilities at the financial statement date and reported amounts of revenue and expenses during the reporting period. On an on-going basis we review our estimates and assumptions. The estimates were based on historical experience and other assumptions that we believe to be reasonable under the circumstances. Actual results are likely to differ from those estimates under different assumptions or conditions, but we do not believe such differences will materially affect our financial position or results of operations. Bionik, Inc.’s (IMT) operations are included since its acquisition on April 21, 2016 to September 30,December 31, 2017.

 

 20 

 

 

Nature of Company

 

Bionik Laboratories Corp. is a robotics company focused on providing rehabilitation and mobility solutions to individuals with neurological and mobility challenges from hospital to home. The Company has a portfolio of products focused on upper and lower extremity rehabilitation for stroke and other mobility impair individuals, including three products in the market and four products in varying stages of development. The InMotion Systems - the InMotion ARM, In Motion Wrist, InMotion Hand – are designed to provide intelligent, adaptive therapy in a manner that has been clinically verified to maximize neuro-recovery. Bionik also has a lower-body exoskeleton under development - the ARKE - designed to allow paraplegics as well as other wheelchair users the ability to rehabilitate through walking. Bionik is developing with a partner, a lower body product based on some of the ARKE technology which should allow certain individuals with limited mobility to walk better. This product is expected to be launched in the consumer home market.

 

The Company acquired its in-market FDA listed products on April 21, 2016, when it acquired all of the outstanding shares and, accordingly, all assets and liabilities of IMT, a Boston, Massachusetts-based global pioneer and leader in providing effective robotic products for neurorehabilitation, pursuant to an Agreement and Plan of Merger, dated March 1, 2016, with IMT, Hermano Igo Krebs, and Bionik Mergerco Inc., a Massachusetts corporation and the Company’s wholly owned subsidiary. The merger agreement provided for the merger of Bionik Mergerco with and into IMT, with IMT surviving the merger as its wholly-owned subsidiary. As consideration, IMT shareholders received an aggregate of 23,650,000 shares of the Company’s common stock.

 

Through the acquisition of IMT, Bionik has added the portfolio focused on upper and lower extremity rehabilitation of stroke patients. Our product and development pipeline now includes three FDA listed upper extremity clinical rehabilitation products; a lower-bodylower body product InMotion AnkleBot is being developed for clinical trials, as well as other potential new development product candidates. In addition, our development team has begun improvements to our current products that are on the market to be more competitive. We plan to develop other biomechatronic solutions, including consumer-level medical assistive and rehabilitative products, through internal research and development and we may in the future further augment our product portfolio through technology acquisition opportunities.

 

The InMotion ARM, InMotion ARM/HAND, and InMotion Wrist have been characterized as Class II medical devices by the U.S. Food and Drug Administration (“FDA”) and are listed with the FDA to market and sell in the United States. The products have also been sold in over 20 other countries. In addition to these in-market products, the InMotion AnkleBot is a development candidate, and we are also developing the InMotion Home, which is an upper extremity product that allows the patient to extend their therapy for as long as needed while rehabilitating at home. This is being developed on the same design platform as the InMotion clinical products. All of the above products are designed to provide intelligent, patient-adaptive therapy in a manner that has been clinically verified to maximize neuro-recovery.neuro- recovery.

 

Two hundred and fifty of our clinical robotics products for stroke have been sold in over 20 countries, including the United States. We have a growing body of clinical data for our products. In addition, our Massachusetts-basedMassachusetts-base manufacturing facility is compliant with ISO-13485 and FDA regulations.

 

Bionik Laboratories Corp. was incorporated on January 8, 2010 in the State of Colorado. At the time of our incorporation the name of our company was Strategic Dental Management Corp. On July 16, 2013, we changed our name from Strategic Dental Management Corp. to Drywave Technologies, Inc. and changed our state of incorporation from Colorado to Delaware. Effective February 13, 2015, we filed with the Secretary of State of Delaware a Certificate of Amendment to our Articles of Incorporation whereby, among other things, we changed our name to Bionik Laboratories Corp.

 

The Acquisition Transaction

 

On February 26, 2015, we entered into an Investment Agreement with Bionik Acquisition Inc. (the “Investment Agreement”), a company existing under the laws of Canada, and our wholly owned subsidiary (“Acquireco”), and Bionik Laboratories, Inc. (“Bionik Canada”), a company incorporated on March 24, 2011 under the Canada Business Corporations Act, whereby we acquired 100 Class 1 common shares of Bionik Canada representing 100% of the outstanding Class 1 common shares of Bionik Canada, taking into account the Exchangeable Share Transaction (as defined below) (the “Acquisition Transaction”). After giving effect to the Acquisition Transaction, we commenced operations through Bionik Canada.

 

Immediately prior to the closing of the Acquisition Transaction, we transferred all of the business, properties, assets, operations and goodwill of the Company (other than cash and cash equivalents), and liabilities as of March 6, 2013, to our then-existing wholly owned subsidiary, Strategic Dental Alliance, Inc., a Colorado corporation (“Strategic Dental Alliance”), and then transferred all of the capital stock of Strategic Dental Alliance to Brian E. Ray, a former officer and existing director (through March 20, 2015) and Jon Lundgreen, a former officer and director, pursuant to a Spin-Off Agreement (the “Spin-Off Agreement”). Also as of immediately prior to the closing of the Acquisition Transaction and the First Closing, we entered into an Assignment and Assumption Agreement with Tungsten 74 LLC, pursuant to which Tungsten 74 LLC assumed all of our remaining liabilities through the closing of the Acquisition Transaction (the “Assignment and Assumption Agreement”). Accordingly, as of the closing of the Acquisition Transaction and the First Closing, we had no assets or liabilities.

 

As a condition of the closing of the Acquisition Transaction, Bionik Canada created a new class of exchangeable shares (the “Exchangeable Shares”), which were issued to the existing common shareholders of Bionik Canada in exchange for all of their outstanding common shares, all of which were cancelled (the “Exchangeable Share Transaction”).

 

 21 

 

 

Pursuant to the rights and privileges of the Exchangeable Shares, the holders of such Exchangeable Shares maintain the right to (i) receive dividends equal to, and paid concurrently with, dividends paid by the Company to the holders of Common Stock; (ii) vote, through the Trustee’s voting of the Special Voting Preferred Stock (as defined herein) on all matters that the holders of Common Stock are entitled to vote upon; and (iii) receive shares of Common Stock upon the liquidation or insolvency of the Company upon the redemption of such Exchangeable Shares by Acquireco.

 

As part of the Exchangeable Share Transaction, we entered into the following agreements, each dated February 26, 2015:

 

·Voting and Exchange Trust Agreement (the “Trust Agreement”) with Bionik Canada and Computershare Trust Company of Canada (the “Trustee”); and

 

·Support Agreement (the “Support Agreement”) with Acquireco and Bionik Canada.

 

Pursuant to the terms of the Trust Agreement, the parties created a trust for the benefit of its beneficiaries, which are the holders of the Exchangeable Shares, enabling the Trustee to exercise the voting rights of such holders until such time as they choose to redeem their Exchangeable Shares for shares of the Common Stock of the Company, and allowing the Trustee to hold certain exchange rights in respect of the Exchangeable Shares.

 

As a condition of the Trust Agreement and prior to the execution thereof, we filed a Certificate of Designation with the Delaware Secretary of State, effective February 20, 2015, designating a class of our preferred shares as The Special Voting Preferred Stock (the “Special Voting Preferred Stock”) and issued one share of the Special Voting Preferred Stock to the Trustee.

 

The Special Voting Preferred Stock entitles the Trustee to exercise the number of votes equal to the number of Exchangeable Shares outstanding on a one-for-one basis during the term of the Trust Agreement. The Trust Agreement further sets out the terms and conditions under which holders of the Exchangeable Shares are entitled to instruct the Trustee as to how to vote during any stockholder meetings of our company.

 

Pursuant to the terms of the Trust Agreement, we granted the Trustee the right to require our Company to purchase the Exchangeable Shares from any beneficiary upon the occurrence of certain events including in the event that we are bankrupt, insolvent or our business is wound up. The Trust Agreement continues to remain in force until the earliest of the following events: (i) no outstanding Exchangeable Shares are held by any beneficiary under the Trust Agreement; and (ii) each of Bionik Canada and us elects to terminate the Trust Agreement in writing and the termination is approved by the beneficiaries.

 

Pursuant to the terms of the Support Agreement, we agreed to certain covenants while the Exchangeable Shares were outstanding, including: (i) not to declare or pay any dividends on our common stock unless simultaneously declaring the equivalent dividend for the holders of the Exchangeable Shares, (ii) advising Bionik Canada in advance of any dividend declaration by our company, (iii) ensure that the record date for any dividend or other distribution declared on the shares of the Company is not less than seven days after the declaration date of such dividend or other distribution; (iv) taking all actions reasonably necessary to enable Bionik Canada to pay and otherwise perform its obligations with respect to the issued and outstanding Exchangeable Shares, (iv) to ensure that shares of the Company are delivered to holders of Exchangeable Shares upon exercise of certain redemption rights set out in the agreement and in the rights and restrictions of the Exchangeable Shares, and (v) reserving for issuance and keeping available from our authorized common stock such number of shares as may be equal to: (A) the number of Exchangeable Shares issued and outstanding from time to time; and (B) the number of Exchangeable Shares issuable upon the exercise of all rights to acquire Exchangeable Shares from time to time.

 

The Support Agreement also outlines certain restrictions on our ability to issue any dividends, rights, options or warrants to all or substantially all of our stockholders during the term of the agreement unless the economic equivalent is provided to the holders of Exchangeable Shares. The Support Agreement is governed by the laws of the Province of Ontario.

 

Between the closing of the Acquisition Transaction and June 30, 2015, we sold in a series of closing an aggregate of 16,408,250 units (the “Units”) for gross proceeds of $13,126,600 in a private placement offering (the “Offering”). Each Unit consisted of one share of common stock, par value $0.001 per share (the “Common Stock”) and a four year warrant (the “Warrant”) to purchase one share of Common Stock at an initial exercise price of $1.40 per share.

 

In addition, the placement agent in the Offering and its sub-agents were issued 10% warrant coverage for all Units sold in the Offering, exercisable at $0.80 per share for a period of 4 years.

 

Significant Accounting Policies and Estimates

 

The discussion and analysis of the financial condition and results of operations are based upon the condensed consolidated interim financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of any contingent liabilities at the financial statement date and reported amounts of revenue and expenses during the reporting period. On an on-going basis we review our estimates and assumptions. The estimates were based on historical experience and other assumptions that we believe to be reasonable under the circumstances. Actual results are likely to differ from those estimates under different assumptions or conditions, but we do not believe such differences will materially affect our financial position or results of operations.

 

 22 

 

Results of Operations

 

From the inception of Bionik Canada on March 24, 2011 through to September 30,December 31, 2017, we have generated a deficit of $26,973,321.$29,554,125.

 

We expect to incur additional operating losses during this quarter and through March 31, 2018 and beyond, principally as a result of our continuing research and development, building the sales and marketing team, long sales cycles and general and administrative costs predominantly associated with being a public company.

 

Our results of operations are presented for the three and sixnine months ended September 30,December 31, 2017 with comparatives for the three and sixnine months ended September 30,December 31, 2016.

Sales

The Company recorded revenue of $221,847$260,960 and $309,367$570,327 for the three and sixnine months ended September 30,December 31, 2017 compared to $18,283$372,426 and $182,474$553,900 for the three and sixnine months ended September 30,December 31, 2016. The increase in the revenues results from our growing sales team starting to deliver on a significant pipeline of opportunities, which we hope will continue in the future.

 

Cost of sales

The Company recorded cost of sales of $59,825$88,357 and $89,125$177,482 for the three and sixnine months ended September 30,December 31, 2017, compared to $12,019$334,786 and $70,894$405,680 for the three and sixnine months ended September 30,December 31, 2016. The decrease in cost of good sold results from lower unit sales as well as a $43,009 inventory write-off in the period ended December 31, 2016.

Operating Expenses

 

Total operating expenses for the three and sixnine months ended September 30,December 31, 2017 was $3,593,308$2,347,916 and $5,720,895$8,068,811 compared to $1,807,323$1,609,954 and $3,840,336$5,450,290 for the three and sixnine months ended September 30,December 31, 2016, as further detailed below.

 

Sales and marketing expenses for the three and sixnine months ended September 30,December 31, 2017 was $435,294$432,260 and $880,817$1,313,077 compared to the three and sixnine months ended September 30,December 31, 2016 of $187,265$377,046 and $269,463.$646,509. The sales and marketing team was expanded starting in August 2016, and January through February 2017 with the addition of five sales and marketing employees, including a Chief Commercialization Officer and marketing and sales support to prepare forsupport the launch of the new InMotion V2 product.product in the fall of 2017. Prior years expenses included two sales employees and their expenses since the acquisition of IMT on April 21, 2016.

 

Research and development expenses for the three and sixnine months ended September 30,December 31, 2017 were $715,400$546,350 and $1,401,309$1,947,659 compared to the three and sixnine months ended September 30,December 31, 2016 of $813,773$571,671 and $1,231,563.$1,803,234. The increase for the sixnine months ended September 30,December 31, 2017 compared to September 30,December 31, 2016, primarily relates to additional development and prototyping costs for our new product development projects.

 

For the three and sixnine months ended September 30,December 31, 2017, we incurred general and administrative expenses of $1,505,528$783,784 and $2,133,134,$2,916,917, compared to general and administrative expenses of $577,853$409,669 and $1,881,467$2,291,136 for the three and sixnine months ended September 30,December 31, 2016. The increase in these expenses is primarily due to public company related expenses, the addition of a new employee and a consultant, increased compensation to our new CEO who started September 1, 2017 as well as the amounts owing to the former CEO of the Company. The expenses for the three and six monthsnine month period ended September 30,December 31, 2016 include the expenses related to the IMT acquisition in 2016. In addition, the previous year’s costs included cost of our former Chief Operating Officer; this position was reallocated to research and development in the current fiscal year.

 

For the three and sixnine months ended September 30,December 31, 2017, the Company recorded $762,208$271,001 and $1,013,256$1,284,257 in share-based compensation expense compared to $204,842$227,540 and $424,090$651,630 for the three and sixnine months ended September 30,December 31, 2016, due to the increase in options issued in 2017 over 2016.

 

For the three and sixnine months ended September 30,December 31, 2017, the Company recorded $74,073$216,302 and $290,375 as warrant accretion expense compared to $Nil for the three and sixnine months ended September 30,December 31, 2016 due to the amortization of the fair value of warrants related to the convertible notes.

 

Other Expenses

 

For the three and sixnine months ended September 30,December 31, 2017, we incurred interest expenses of $167,594$416,990 and $240,360$657,350 compared to interest expenses (income) of $(5,203)$13,808 and $10,031$23,839 for the three and sixnine months ended September 30,December 31, 2016. The increase in interest expense relates to the Company having more high interest bearing debt during the three and sixnine month period ended September 30,December 31, 2017 when compared to September 30,December 31, 2016.

 

Some of the Company’s outstanding warrants include price protection provisions that allow for a reduction in the exercise price of the warrants in the event the Company subsequently issues common stock or options, rights, warrants or securities convertible or exchangeable for shares of common stock at a price lower than the exercise price of the outstanding warrants, subject to certain important exceptions. Simultaneously, due to an anti-dilution clause, the number of shares of common stock that may be purchased upon exercise of each of these outstanding warrants shall be increased based on a pre-defined formulaformula.

 23

 

The adaptation of the FASB issued, ASU No. 2017-11,Earnings Per Share (Topic 260) Distinguishing Liabilities From Equity (Topic 480) Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments With Down Round Features II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial InstrumentsInstrument of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests With a Scope Exception, allows a financial instrument with a down-round feature to no longer automatically be classified as a liability solely based on the existence of the down-round provision. The update means the instrument does not have to be accounted for as a derivative and be subject to an updated fair value measurement each reporting period.

The Company has adopted ASU No.2017-11 in the quarter ended September 30,December 31, 2017.

23

 

Other Income

 

For the three and sixnine months ended September 30,December 31, 2017, the companywe had other expense of $59 and other income of $886 and $708$649 compared to other income of $395,296$4,363 and $406,514$410,877 for the three and sixnine months ended September 30,2016.December 31,2016. Prior year higher amounts are related to refundable scientific tax credits that the companyCompany is no longer eligible for.

Comprehensive Loss

 

Comprehensive loss for the three and sixnine months ended September 30,December 31, 2017 amounted to $(3,615,361)$(2,580,759) and $(5,855,877)$(8,436,636) resulting in a loss per share of $(0.04)$(0.03) and $(0.06)$(0.08), compared to a loss of ($1,400,560)1,581,759) and ($3,332,273)4,915,032) for the three and sixnine months ended September 30,December 31, 2016, as adjusted resulting in a loss per share of $(0.02) and loss per share of $(0.04)$(0.05).

 

Liquidity and Capital Resources

 

We have funded operations through the issuance of capital stock, loans, grants and investment tax credits received from the Government of Canada. The Company raised in its 2015 private offering net proceeds of $11,341,397. Since 2015, the Company also obtained funds through additional government tax credits, incurring new convertible indebtedness totaling $3,598,715$6,699,975, short term loan of $400,000 and raising $1,125,038 in June 2017 from its warrant solicitation. At September 30,December 31, 2017, the Company had cash and cash equivalents of $136,080.$998,661.

 

Based on our current burn rate, we need to raise additional capital in the short term to fund operations and meet expected future liquidity requirements, or we will be required to curtail or terminate some or all of our product lines or our operations. We are currently in discussionsseeking to raise additionalup to $14 million through a convertible loans and equitynotes offering, which, if successful, will enable us to continue operations based on our current burn rate, to December, 2017; however, wefor the next 12 months. Further all of our convertible notes will automatically convert into equity if an upon the successful closing of at least $7 million in such offering. We cannot give any assurance at this time that we will successfully raise all of such capital or any other capital. The Company expects a combination of the foregoing and any other successful financings, if any, to meet the Company’s anticipated cash requirements for the next 12 months; however, these conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying condensed consolidated interim financial statements do not include any adjustments to reflect the possible future effects on recoverability and reclassification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

 

Additionally, we will need additional funds to respond to business opportunities including potential acquisitions of complementary technologies, protect our intellectual property, develop new lines of business and enhance our operating infrastructure. While we may need to seek additional funding for any such purposes, we may not be able to obtain financing on acceptable terms, or at all. In addition, the terms of our financings may be dilutive to, or otherwise adversely affect, holders of our common stock. We will also seek additional funds through arrangements with collaborators or other third parties. We may not be able to negotiate any such arrangements on acceptable terms, if at all. If we are unable to obtain additional funding on a timely basis, we may be required to curtail or terminate some or all of our product lines or our operations.

 

Net Cash Used in Operating Activities

 

During the sixnine months ended September 30,December 31, 2017, we used cash in operating activities of $(3,059,849)$(5,215,697) compared to $(3,964,234)$(5,540,946) for the sixnine months ended September 30,December 31, 2016. The decreased use of cash is mainly attributable to lower inventory levelsdecreased prepaid expenses and increased accounts payable liability in the sixnine months ended September 30,December 31, 2017 over the sixnine months ended September 30,December 31, 2016.

 

Net Cash Used in Investing Activities

 

During the sixnine months ended September 30,December 31, 2017, net cash used in investing activities was $(17,182) (September 30,(December 31, 2016 - ($6,848)9,827)) related to equipment purchases.

 

Net Cash Provided by Financing Activities

 

Net cash provided by financing activities was $2,669,461$5,687,890 for the sixnine months ended September 30,December 31, 2017 compared to net cash provided by financing activities of $266,635$749,968 for the sixnine months ended September 30,December 31, 2016. The increase in the sixnine months ended September 30,December 31, 2017 is due to receipt of an additional $1,598,715$4,699,975 as convertible loans, $400,000 as a short term loan provided by a director of the Company and repaid in January 2018 and $1,125,038 received from the company’sCompany’s offer to amend and exercise its outstanding warrants which closed in June 2017, which resulted in 5,001,172 common shares being issued. The Company also paid back $12,319$200,000 of principal and $41,973$49,505 of interest to a promissory note holder.holder and $208,359 of principal and $79,259 of interest to its demand loan holders.

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Recently Issued Accounting Pronouncements

 

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)”. The standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. The accounting standard is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2017. Early adoption is not permitted. The impact on the condensed consolidated interim financial statements of adopting ASU 2014-09 will be assessed by management.

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In November 2015, the FASB issued ASU No. 2015-17, “Balance Sheet Classification of Deferred Taxes,” which requires that deferred tax liabilities and assets be classified on our Consolidated Balance Sheets as noncurrent based on an analysis of each taxpaying component within a jurisdiction. ASU No. 2015-17 is effective for the fiscal year commencing after December 15, 2017. The Company does not anticipate that the adoption of ASU No. 2015-17 will have a material effect on the condensed consolidated interim financial position or the consolidated results of operations.

 

In January 2016, the FASB issued ASU No. 2016-01 Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The updates makes several modifications to Subtopic 825-10, including the elimination of the available-for-sale classification of equity investments, and it requires equity investments with readily determinable fair values to be measured at fair value with changes in fair value recognized in operations. The update is effective for fiscal years beginning after December 2017. The Company is still assessing the impact that the adoption of AS 2016-01 will have on the condensed consolidated interim financial position and the consolidated results of operations.

 

In February 2016, the FASB issued ASU 2016-02, Leases. This update requires organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The new guidance will also require additional disclosure about the amount, timing and uncertainty of cash flows arising from leases. The provisions of this update are effective for annual and interim periods beginning after December 15, 2018. The Company is still assessing the impact that the adoption of ASU 2016-02 will have on the consolidated financial position and the consolidated results of operations.

 

In March 2016, the FASB issued ASU 2016-09, “Compensation - Stock Compensation: Improvements to Employee Share-Based Payment Accounting”. Several aspects of the accounting for share-based payment award transaction are simplified, including (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. The Company has adopted this policy during the period and there was no impact on the condensed consolidated interim financial statements.

 

In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments”. This ASU provides eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for the fiscal year commencing after December 15, 2017. The Company is still assessing the impact that the adoption of ASU 2016-15 will have on the consolidated statement of cash flows.

 

In January 2017, the FASB issued ASU 2017-01, “Business Combinations: Clarifying the definition of a Business” which amends the current definition of a business. Under ASU 2017-01, to be considered a business, an acquisition would have to include an input and a substantive process that together significantly contributes to the ability to create outputs. ASU 2017-01 further states that when substantially all of the fair value of gross assets acquitted is concentrated in a single asset (or a group of similar assets), the assets acquired would not represent a business. The new guidance also narrows the definition of the term “outputs” to be consistent with how it described in Topic 606, Revenue from Contracts with Customers. The changes to the definition of a business will likely result in more acquisitions being accounted for as asset acquisitions. ASU 2017-01 is effective for acquisitions commencing on or after June 30, 2019, with early adoption permitted. Adoption of this guidance will be applied prospectively on or after the effective date.

 

In January 2017, the FASB issued ASU 2017-04, “Intangibles – Goodwill and Other” ASU 2017-04 simplifies the accounting for goodwill impairment by eliminating Step 2 of the current goodwill impairment test, which required a hypothetical purchase price allocation. Goodwill impairment will now be the amount by which the reporting unit’s carrying value exceeds its fair value, limited to the carrying value of the goodwill. ASU 2017-04 is effective for financial statements issued for fiscal years, and interim periods beginning after December 15, 2019.

 

In September 2017, the FASB issued ASU 2017-13, “Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842)”. ASU 2017-13 amends the early adoption date option for certain companies related to the adoption of ASU 2014-09 and ASU 2016-02. The Company is not early adopting this standard; however, we are currently assessing the impact that the eventual adoption of this standard will have on the Company.

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying condensed consolidated interim financial statements

 

Off Balance Sheet Arrangements

 

We have no off-balance sheet transactions.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Not applicable for smaller reporting companies.

 

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Item 4. Controls and Procedures

 

During the threenine months ended June 30,December 31, 2017, there were no changes in our internal controls over financial reporting (as defined in Rule 13a- 15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial\financial reporting.

 

We maintain “disclosure controls and procedures” as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

 

As of the end of the period covered by this Quarterly Report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rules 13a-15(b) and 15d-15(b). Based upon this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures as of the end of the period covered by this Quarterly Report were ineffective due to a lack of segregation of duties and as a result of a transition of duties with new management starting as of September 1, 2017.

 

26

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

None

 

Item 1A. Risk Factors

 

Not applicable for smaller reporting companies

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

All unregistered issuances of equity securities during the period covered by this quarterly report have been previously disclosed on our Current Reports on Form 8-K.

 

Item 3. Defaults Upon Senior Securities.

 

None

 

Item 4. Mine Safety Disclosures

 

Not applicable

 

Item 5. Other Information

 

None

 

Item 6. Exhibits

 

Exhibit 4.1 - Form of Allonge #2 to Common Stock Purchase Warrant

Exhibit 31.1 - Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 31.2 - Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 32.1 - Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 32.2 - Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 101.INS - XBRL Instance Document

Exhibit 101.SCH - XBRL Taxonomy Extension Schema Document

Exhibit 101.CAL - XBRL Taxonomy Extension Calculation Linkbase Document

Exhibit 101.DEF - XBRL Taxonomy Extension Definition Linkbase Document

Exhibit 101.LAB - XBRL Taxonomy Extension Label Linkbase Document

Exhibit 101.PRE - XBRL Taxonomy Extension Presentation Linkbase Document

Exhibit 10.1 – Form of Subscription
Exhibit 10.2 – Form of Convertible Promissory Note
Exhibit 31.1 - Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 31.2 - Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 32.1 - Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 32.2 - Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 101.INS - XBRL Instance Document
Exhibit 101.SCH - XBRL Taxonomy Extension Schema Document
Exhibit 101.CAL - XBRL Taxonomy Extension Calculation Linkbase Document
Exhibit 101.DEF - XBRL Taxonomy Extension Definition Linkbase Document
Exhibit 101.LAB - XBRL Taxonomy Extension Label Linkbase Document
Exhibit 101.PRE - XBRL Taxonomy Extension Presentation Linkbase Document

 

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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.

 

Dated: NovemberFebruary 13, 20172018BIONIK LABORATORIES CORP.
  
 By:/s/ Eric Dusseux
  Name: Eric Dusseux
  Chief Executive Officer (Principal Executive Officer)
   
 By:/s/ Leslie Markow
  Name: Leslie Markow
  Chief Financial Officer
  (Principal Financial and Accounting Officer)

 

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