SEC Form 4
FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Bionik Laboratories Corp. [ BNKL ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 03/31/2018 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 03/31/2018 | C | 63,197,149(1) | A | $0.0625 | 75,463,389 | I | Shares held through RGD Investissements | ||
Common Stock | 03/31/2018 | C | 12,266,240(2) | A | $0.0625 | 75,463,389 | I | Shares held through Lombard International Assurance SA |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Warrant | $0.0625 | 03/31/2017(3) | A | 1,760,704 | 03/31/2018(3) | 03/31/2022 | Common Stock | 1,760,704 | $0 | 3,361,344 | I | Warrants held through RGD Investissements | |||
Warrant | $0.0625 | 03/31/2017(3) | A | 1,600,640 | 03/31/2018(3) | 03/31/2022 | Common Stock | 1,600,640 | $0 | 3,361,344 | I | Warrants held through Lombard International Assurance SA | |||
Warrant | $0.0625 | 08/14/2017(3) | A | 5,858,343 | 03/31/2018(3) | 08/14/2022 | Common Stock | 5,858,343 | $0 | 5,858,343 | I | Warrants held through RGD Investissements |
Explanation of Responses: |
1. On March 31, 2018, an aggregate amount of $4,931,644 in convertible promissory notes converted in accordance with their terms into (i) 63,197,149 shares of the Issuer's common stock, and (ii) 15,740,728 shares of the Issuer's common stock (the "Pending Shares") that will be issued upon the earlier of (i) a reverse stock split of the Issuers's common stock that allows for the issuance of the Pending Shares without violating the authorized share number of the Issuer and (ii) an increase in the Issuer's authorized shares of common stock. The amounts set forth in this Form 4 do not reflect the issuance of the Pending Shares, and the Reporting Person will either amend this Form 4 or file a new Form 4 reflecting the issuance. |
2. On March 31, 2018, an aggregate amount of $766,333 in convertible promissory notes converted in accordance with their terms into 12,266,240 shares of the Issuer's common stock. |
3. As of each of the transaction dates, the number of shares of common stock underlying warrants and the exercise price were not yet determinable. Such number of shares and exercise price were each determined on March 31, 2018. |
/s/ Remi Gaston-Dreyfus | 04/03/2018 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |