| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, DC 20549 |
| |
| FORM 8-K |
| |
| CURRENT REPORT Pursuant |
| to Section 13 or 15(d) of the |
| Securities Exchange Act of 1934 |
| |
| Date of report (Date of earliest event reported):August 7, 2018 |
Bionik Laboratories Corp.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | | 000-54717 | | 27-1340346 |
| (State or Other Jurisdiction of Incorporation or Organization) | | (Commission File Number) | | (IRS Employer Identification No.) |
483 Bay Street, N105 Toronto, ON | | M5G 2C9 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (416) 640-7887
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (seeGeneral Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). |
| Emerging growth company¨ |
| |
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨ |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On July 24, 2018, in accordance with the applicable provisions of the Delaware General Corporation Law (the “DGCL”), the Board of Directors (the “Board”) of Bionik Laboratories Corp. (the “Company”) unanimously adopted resolutions approving the following proposed actions (each, an “Action” and collectively, the “Actions”):
1. To authorize a reverse stock split, at a ratio of up to 1:150, of the common stock of the Company (the “Reverse Split”), which will be determined by the Board; and
2. To adopt a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, which makes no material changes to the existing Amended and Restated Certificate of Incorporation other than incorporating the amendment described in action (1) above.
As of the close of business on August 7, 2018, pursuant to the applicable provisions of the DGCL, the Company received a written consent approving the Actions from holders of the common stock and Exchangeable Shares of the Company holding an aggregate of 224,600,658 shares of the common stock of the Company, on an as converted basis, representing approximately 58.57% of the Company’s outstanding shares of voting capital stock.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: August 10, 2018
| | BIONIK LABORATORIES CORP. |
| | | |
| | By: | /s/ Leslie Markow |
| | Name: | Leslie Markow |
| | Title: | Chief Financial Officer |
