Statement of Changes in Beneficial Ownership (4)
22 June 2023 - 12:59AM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
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AUBERTON-HERVE ANDRE-JACQUES |
2. Issuer Name and Ticker or Trading Symbol
Bionik Laboratories Corp.
[
BNKL
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O BIONIK LABORATORIES CORP., 80 COOLIDGE HILL ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/13/2023 |
(Street)
WATERTOWN, MA 02472 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 6/13/2023 | | C | | 186111 | A | $0.60 (1) | 1109271 | I | Shares held through Star SCI |
Common Stock | | | | | | | | 10693 | I | Shares held through 4A Consulting and Engineering |
Common Stock | | | | | | | | 95149 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Convertible Promissory Note | $0.60 (2) | 6/13/2023 | | P | | 1 | | (2) | 6/1/2024 (2) | Common Stock, par value $0.001 per share | 366667 (2) | $220000 | 1 | I | Through Star SCI |
Explanation of Responses: |
(1) | Effective as of June 13, 2023, approximately $310,185 of principal and accrued interest of a convertible promissory note issued to Star SCI, an affiliate of the reporting person, converted in accordance with its terms into 186,111 shares of the Issuer's common stock |
(2) | The convertible promissory note (the "Note") will be convertible into common stock of the Issuer upon the following events on the following terms: (a) on June 1, 2024 without any action on the part of the reporting person, the outstanding principal and accrued and unpaid interest under the Note will be converted into shares of common stock at a conversion price equal to $0.60 per share; and (b) upon the consummation of the next equity or equity linked round of financing of the Issuer for cash proceeds (the "Qualified Financing"), without any action on the part of the reporting person, the outstanding principal and accrued and unpaid interest under the Note will be converted into shares of common stock at a conversion price equal to the lesser of (a) the issue price per share in the Qualified Financing and (b) $0.60 per share. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
AUBERTON-HERVE ANDRE-JACQUES C/O BIONIK LABORATORIES CORP. 80 COOLIDGE HILL ROAD WATERTOWN, MA 02472 | X |
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Signatures
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/s/ Andre-Jacques Auberton-Herve | | 6/20/2023 |
**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 control number. |
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