Form 8-K Bionik Laboratories Corp For: Mar 14

 

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): March 14, 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 (see General 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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Resignation of Peter Bloch from the Board of Directors

 

Effective as of March 14, 2018, Peter Bloch, a member of the Board of Directors (the “Board”) of Bionik Laboratories Corp. (the “Company”), resigned from the Board. Mr. Bloch’s departure is not related to any disagreement with the Company’s accounting or operating policies or practices.

 

Appointment of new members to the Board of Directors

 

On March 19, 2018, the Board appointed Peter G. Malone, age 67, to fill the vacancy on the Board resulting from Mr. Bloch’s resignation.

 

Mr. Malone serves as the Chairman of fluidOil Limited, an oil services technology company, since September 2015. Mr. Malone also serves as the Chairman and non-executive trustee of Aberdeen Asia-Pacific Income Fund, a U.S. closed-end mutual fund, since 2001, and as a director of Crescent Pharma OTC Limited, a generic pharmaceutical provider, since March 2007. From September 2015 to December 2015, Mr. Malone served as a director of Rejuvenan New York, a healthcare software company. From 1999 to October 2014, Mr. Malone served as the Chairman of Ultrasis PLC, a healthcare software services company. A Scottish lawyer by profession, Mr. Malone was previously a member of Parliament in the U.K. from 1983 to 1997, and served as Minister of State for Health in John Major’s government from 1994 to 1997.

 

Mr. Malone will receive annual compensation in the aggregate amount of $50,000 for his services as a director and any Board committees he may serve on from time to time. In addition, the Board, in its sole discretion, may grant to Mr. Malone an annual award of shares of the Company’s common stock, which award shall be based upon performance criteria established by the Board, such as number of Board meetings attended and complexity of tasks undertaken, and which shall be subject to any vesting requirements as established by the Board.

 

There is no arrangement or understanding between Mr. Malone and any other persons pursuant to which Mr. Malone was elected as a director. The Company believes that Mr. Malone is qualified as a Board member of the Company because of his experience with healthcare delivery systems and financial services.

 

On March 19, 2018, the Board also appointed Joseph Martin, age 70, to fill the remaining vacancy on the Board.

 

Mr. Martin serves as the Chairman of Brooks Automation, a global provider of automation, vacuum and instrumentation solutions, since September 2001. Mr. Martin also serves as a director of Collectors Universe, Inc., a third-party grading and authentication service for high-value collectibles, since December 2013, and as a director of Allegro Microsystems, a manufacturer of high-performance semiconductors for the automotive, green energy and consumer electronics markets, since November 2017. From May 2004 to July 2017, Mr. Martin served as a director of Soitec, Inc., a manufacturer of innovative semiconductor materials.

 

Mr. Martin will receive annual compensation in the aggregate amount of $50,000 for his services as a director and any Board committees he may serve on from time to time. In addition, the Board, in its sole discretion, may grant to Mr. Martin an annual award of shares of the Company’s common stock, which award shall be based upon performance criteria established by the Board, such as number of Board meetings attended and complexity of tasks undertaken, and which shall be subject to any vesting requirements as established by the Board.

 

There is no arrangement or understanding between Mr. Martin and any other persons pursuant to which Mr. Martin was elected as a director. The Company believes that Mr. Martin is qualified as a Board member of the Company because of his business and governance experience, as well as his global expertise in the healthcare, high-tech and financial services industries.

 

Item 8.01

Other Events

 

The Company issued a press release on March 20, 2018 announcing the appointments of Messrs. Malone and Martin to the Board. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit No.		Description
99.1		Press Release dated March 20, 2018

 

 

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: March 20, 2018

 

	BIONIK LABORATORIES CORP.
	By:	/s/ Leslie Markow
	Name:	Leslie Markow
	Title:	Chief Financial Officer

 

 

Exhibit 99.1

 

 

 

Bionik Laboratories Appoints Peter Gerald Malone and Joseph Martin to its Board of Directors

 

Gains substantial strategic and operational experience within the equity capital markets and the healthcare industry

 

TORONTO and BOSTON (March 20, 2018) – Bionik Laboratories Corp. (OTCQB: BNKL) (“Bionik” or the "Company"), a global robotics company focused on providing rehabilitation and assistive technology solutions from hospital to home for individuals with neurological and mobility challenges, today announced the appointment of Peter Gerald Malone and Joseph Martin to its Board of Directors. These additions coincide with the resignation of director Peter Bloch, effective March 14, 2018, and fill the two vacancies on the Board. With these changes Bionik has seven directors including three independent directors.

 

Malone currently serves as Chairman of fluidOil Limited, an oil services technology company. He has extensive experience within the financial services sector, serving since 2001 as a board member and ultimately Chairman of Aberdeen Asia-Pacific Income Fund (FAX), a U.S. closed-end mutual fund. He also serves as a director of a number of other U.S. and Canadian closed- and open-end mutual funds, and of the Washington, D.C.-based Mutual Fund Directors Forum, a body representing independent fund directors. A Scottish lawyer by profession, Malone was previously a Member of Parliament in the U.K. from 1983 to 1997, and served as Minister of State for Health in John Major’s government from 1994 to 1997.

 

“It is an honor to accept this appointment to the Board of Directors of Bionik Laboratories at such an exciting time for the Company,” said Malone. “With the recent launch of new products, the securing of key partnerships and the addition of notable clients, the Company is well positioned to continue its growth, bringing improvements in cutting-edge care to a wider patient population. I look forward to adding my strategic experience with healthcare delivery systems to Bionik’s exceptional leadership team.”

 

Martin currently serves as Chairman of Brooks Automation, a global provider of automation, vacuum and instrumentation solutions. He also serves as a director of Collectors Universe, Inc., a third-party grading and authentication service for high-value collectibles, and of Allegro Microsystems, a manufacturer of high-performance semiconductors for the automotive, green energy and consumer electronics markets. He has served on the boards of multiple publicly traded companies including Collectors Universe, Inc., Fairchild Semiconductor, ChipPAC Inc. and Soitec Inc. In 2000 CFO Magazine awarded Martin the CFO of the Year award for turnaround operations.

 

 

“I am excited to join the Board of an emerging leader in the clinical rehabilitation space, particularly as the adoption of technologies like robotics and artificial intelligence within the healthcare industry continues to grow,” said Martin. “Bionik is well positioned as technology is poised to play a major role in the future innovation of healthcare. I look forward to working with the talented team Bionik has assembled.”

 

Commenting on the departure of director Peter Bloch, Andre Auberton-Herve, Chairman of the Bionik Board of Directors, said, “We thank Peter for his contributions to Bionik Laboratories as a member of the Board and wish him well in his future endeavors. We expect that the addition of Gerald and Joe will have a tremendous positive impact on our company, and we look forward to relying on their expertise within the public equity capital markets and the healthcare industry.”

 

“We are extremely fortunate to add these two accomplished professionals to our Board. Their respective track records for leadership and success are impressive, reflecting strongly on the bright prospects for the future of our company,” said Dr. Eric Dusseux, Chief Executive Officer and Director of Bionik Laboratories Corp. “We look forward to adding their business and governance experience, and to leveraging their global expertise in the healthcare, high-tech and financial services industries as we enter an exciting growth period for our company.”

 

About Bionik Laboratories

 

Bionik Laboratories (OTCQB: BNKL) is a global 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 patients, including three products on the market and four products in varying stages of development.

 

For more information, please visit www.bioniklabs.com and connect with us on Twitter, LinkedIn, and Facebook.

 

Forward-Looking Statements

 

Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements. Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words “may,” “should,” “would,” “will,” “could,” “scheduled,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “seek,” or “project” or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements may include, without limitation, statements regarding (i) the plans and objectives of management for future operations, including plans or objectives relating to the design, development and commercialization of human exoskeletons and other robotic rehabilitation products, (ii) a projection of income (including income/loss), earnings (including earnings/loss) per share, capital expenditures, dividends, capital structure or other financial items, (iii) the Company's future financial performance and success in raising capital, (iv) the market and projected market for our existing and planned products, and success in penetrating those markets and (v) the assumptions underlying or relating to any statement described in points (i), (ii), (iii) or (iv) above. Such forward-looking statements are not meant to predict or guarantee actual results, performance, events or circumstances, and may not be realized because they are based upon the Company's current projections, plans, objectives, beliefs, expectations, estimates and assumptions, and are subject to a number of risks and uncertainties and other influences, many of which the Company has no control. Actual results and the timing of certain events and circumstances may differ materially from those described by the forward-looking statements as a result of these risks and uncertainties. Factors that may influence or contribute to the inaccuracy of the forward-looking statements or cause actual results to differ materially from expected or desired results may include, without limitation, the Company's inability to obtain additional financing, the significant length of time and resources associated with the development of our products and related insufficient cash flows and resulting illiquidity, the Company's inability to expand the Company's business, significant government regulation of medical devices and the healthcare industry, lack of product diversification, volatility in the price of the Company's raw materials, and the Company's failure to implement the Company's business plans or strategies. These and other factors are identified and described in more detail in the Company's filings with the SEC. The Company does not undertake to update these forward-looking statements.

 

 

Media contact:

Matt Bretzius

FischTank Marketing and PR

[email protected]

 

Investor contact:

Kim Golodetz

LHA Investor Relations

212-838-3777

[email protected]

 

 

 

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