UNITED STATES | ||
SECURITIES AND EXCHANGE COMMISSION | ||
Washington, D.C. 20549 | ||
SCHEDULE 14A | ||
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) | ||
Filed by the Registrant x | ||
Filed by a Party other than the Registrant ¨ | ||
Check the appropriate box: | ||
Preliminary Proxy Statement | ||
¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
Definitive Proxy Statement | ||
¨ | Definitive Additional Materials | |
¨ | Soliciting Material under §240.14a-12 | |
Bionik Laboratories Corp. | ||
(Name of Registrant as Specified In Its Charter) | ||
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) | ||
Payment of Filing Fee (Check the appropriate box): | ||
x | No fee required. | |
¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
(1) | Title of each class of securities to which transaction applies: | |
(2) | Aggregate number of securities to which transaction applies: | |
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |
(4) | Proposed maximum aggregate value of transaction: | |
(5) | Total fee paid: | |
¨ | Fee paid previously with preliminary materials. | |
¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |
(1) | Amount Previously Paid: | |
(2) | Form, Schedule or Registration Statement No.: | |
(3) | Filing Party: | |
(4) | Date Filed: | |
BIONIK LABORATORIES CORP.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
SEPTEMBER 14, 2017TO BE HELD ON OCTOBER 5, 2020
The annual meeting of the stockholders (“Annual Meeting”) of Bionik Laboratories Corp. (“we,” “our,” “us,” “Bionik” or the “Company”) will be held at the offices of the Company at 483 Bay Street, N105, Toronto, Ontario, Canada M5G 2C9 on September 14, 2017October 5, 2020 at 10:9:00 a.m., Eastern Time. The meetingAnnual Meeting will be held for the following purposes:
(1) | To elect |
(2) |
To ratify the appointment of MNP LLP as our independent registered public accounting firm for the fiscal year ending March 31, |
(3) | To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to decrease the authorized number of shares of (i) common stock of the Company from 500,000,000 to 13,000,000, and (ii) preferred stock of the Company from 10,000,000 to 5,000,000; and |
To transact such other business as may properly come before the |
These items of business are more fully described in the proxy statement accompanying this notice. The Board of Directors fixed the close of business on July 31, 2017September 4, 2020 as the record date for the determination of the holders of our Common Stockcommon stock and Exchangeable Shares (as defined in the accompanying proxy statement) entitled to notice of, and to vote at, the meeting.Annual Meeting. Accordingly, only stockholders of record on our books at the close of business on that date will be entitled to notice of and to vote at the meetingAnnual Meeting and any adjournment and postponement thereof. The Board of Directors may adjourn the meeting to a later date or time, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote.
Stockholders are cordially invited to attend the annual meeting.Annual Meeting. If you wish to vote shares held in your name at the annual meeting,Annual Meeting, please bring your proxy card or voting instruction form (for holders of Exchangeable Shares), and picture identification to the meeting.Annual Meeting. Please note that Bionik shares may only be voted by the record owner of the shares, so the holders of Bionik shares held in the name of an intermediary and who wish to vote those shares in person at the meetingAnnual Meeting must obtain a valid proxy from the intermediary in order to vote the shares in person at the Annual Meeting. We strongly encourage all stockholders, for their own well-being and to reduce the risk of aiding the spread of the current coronavirus ("COVID-19"), to vote their shares prior to the Annual Meeting. Further details on how to vote by internet or by mail are set out in the proxy statement.
We intend to hold the Annual Meeting in person at our corporate headquarters. However, we are actively monitoring the COVID-19 global pandemic and are sensitive to the public health and travel concerns our stockholders and employees may have and the protocols that governments may impose. If you elect to attend the Annual Meeting in person, we ask that you follow recommended guidance, mandates and applicable executive orders from federal and state authorities, particularly as they relate to social distancing and attendance at public gatherings. If you are not feeling well, have had close contact (defined as being within six feet for 15 minutes or more without facial covering) with someone who has tested positive for, or think you may have been exposed to, COVID-19, we ask that you vote by proxy for the meeting. We will require all attendees to comply with the Company’s policies in place at the time of the meeting including but not limited to temperature check, wearing a mask and maintaining six-foot social distance. In the event it is not possible or advisable to hold the Annual Meeting in person, we will publicly announce alternative arrangements for the Annual Meeting as promptly as practicable, which may include holding the Annual Meeting solely by means of remote communication. If we take this step, we will announce the decision to do so in advance by, among other actions, issuing a press release and posting such information on our website.
Your vote is extremely important. We appreciate you taking the time to vote promptly. After reading the proxy statement, please vote, at your earliest convenience, by completing, signing and returning your proxy card or voting instruction form (for holders of Exchangeable Shares) by mail or by internet voting.mail. If you decide to attend the annual meetingAnnual Meeting and would prefer to vote by ballot, your proxy or voting instructions, as the case may be, will be revoked automatically and only your vote at the annual meetingAnnual Meeting will be counted.
YOUR SHARES CANNOT BE VOTED UNLESS YOU VOTE BY: (i) A PAPER PROXY CARD, COMPLETED, SIGNED AND RETURNED BY MAIL, OR BY INTERNET, IF YOU ARE A HOLDER OF OUR COMMON STOCK, (ii) A PAPER VOTING INSTRUCTION FORM PROVIDED TO THE TRUSTEE OF OUR SPECIAL VOTING PREFERRED STOCK, COMPLETED, SIGNED AND RETURNED BY MAIL TO THE TRUSTEE, IF YOU ARE A HOLDER OF OUR EXCHANGEABLE SHARES, OR (iii) ATTENDING THE ANNUAL MEETING AND VOTING IN PERSON.
By Order of the Board of Directors | |
/s/ | |
Toronto, Ontario
August 14, 2017September [__], 2020
BIONIK LABORATORIES CORP.
PROXY STATEMENT FOR THE
ANNUAL MEETING OF STOCKHOLDERS
September 14, 2017October 5, 2020
This proxy statement is furnished in connection with the solicitation of proxies by the boardBoard of directorsDirectors (the “Board of Directors” or “Board”) of Bionik Laboratories Corp. (“we,” “our,” “us,” “Bionik” or the “Company”), to be voted at the annual meeting of stockholders (the “Annual Meeting”) to be held at the offices of the Company at 483 Bay Street, N105, Toronto, Ontario, Canada M5G 2C9 on September 14, 2017October 5, 2020 at 10:9:00 a.m., Eastern Time, or at any adjournment or postponement of the meeting.Annual Meeting.
This proxy statement and form of proxy werewill first be sent to stockholders on or about August 15, 2017.September [__], 2020.
The cost of the annual meeting,Annual Meeting, including the cost of preparing and delivering this proxy statement and proxy, will be borne by us. We may use the services of our directors, officers, employees and contractors to solicit proxies, personally or by telephone, but at no additional salary or compensation, or the services of a proxy solicitation agent at a predermined fee.compensation. We will also request banks, brokers and others who hold our voting securities in nominee names to distribute proxy soliciting materials to beneficial owners and will reimburse such nominees for reasonable out-of-pocket expenses which they may incur in so doing.
We intend to hold the Annual Meeting in person at our corporate headquarters. However, we are actively monitoring the current coronavirus ("COVID-19") global pandemic and are sensitive to the public health and travel concerns our stockholders and employees may have and the protocols that governments may impose. If you elect to attend the Annual Meeting in person, we ask that you follow recommended guidance, mandates and applicable executive orders from federal and state authorities, particularly as they relate to social distancing and attendance at public gatherings. If you are not feeling well, have had close contact (defined as being within six feet for 15 minutes or more without facial covering) with someone who has tested positive for, or think you may have been exposed to, COVID-19, we ask that you vote by proxy for the meeting. We will require all attendees to comply with the Company’s policies in place at the time of the meeting including but not limited to temperature check, wearing a mask and maintaining six-foot social distance.
In the event it is not possible or advisable to hold the Annual Meeting in person, we will publicly announce alternative arrangements for the Annual Meeting as promptly as practicable, which may include holding the Annual Meeting solely by means of remote communication. If we take this step, we will announce the decision to do so in advance by, among other actions, issuing a press release and posting such information on our website.
Stockholders Entitled to Vote
The holders of record of our Common Stock,common stock, $0.001 par value per share (“Common Stock”), and the holder of the sole share of the Special Voting Preferred Stock, $0.001 par value per share (the “Special Voting Preferred Stock”), as of July 31, 2017September 4, 2020 (the “Record Date”) are entitled to notice of and to vote at the annual meeting.Annual Meeting. The holder of the Special Voting Preferred Stock holds the share as trustee for the holders of exchangeable shares (“Exchangeable Shares”) of our indirect subsidiary Bionik Laboratories Inc. (“Bionik Canada”) as set forth in the Voting and Exchange Trust Agreement among the Company, Bionik Canada and Computershare Trust Company of Canada (the “Trustee”), dated February 26, 2015 (the “Trust Agreement”). The Exchangeable Shares were issued in connection with the acquisition by us of Bionik Canada on February 26, 2015. The Exchangeable Shares have substantially the same economic and voting rights as our Common Stock, and holders are entitled to instruct the Trustee as to how to vote their Exchangeable Shares or they may attend the annual meetingAnnual Meeting and exercise their vote personally.
Each share of Common Stock is entitled to one vote. The one share of Special Voting Preferred Stock is entitled to an aggregate number of votes equal to the number of Exchangeable Shares issued and outstanding as of the record date.Record Date. However, the Trustee will exercise each vote attached to the Special Voting Preferred Stock only on the basis of instructions received from the holders of record of the Exchangeable Shares. In the absence of instructions from a holder as to voting, the Trustee will not exercise any voting rights with respect to the Exchangeable Shares held by such holder. The holders of the Common Stock and the holder of the Special Voting Preferred Stock vote together as a single class.
1 |
Voting Your Shares
Common Stock
Holders of our Common Stock may elect to vote in one of three methods:
· | By Mail – You may vote your shares by signing and returning the enclosed proxy card. If you vote by proxy card, your “proxy” (each or any of the individuals named on the proxy card) will vote your shares as you instruct on the proxy card. If you sign and return the proxy card, but do not give instructions on how to vote your shares, your shares will be voted as recommended by the Board, |
· | By Internet – You may vote your shares by Internet by going to www.vstocktransfer.com/proxy. Follow the instructions included in the proxy card to vote by internet. |
· | In Person – You may attend the Annual Meeting and vote in person. We will give you a ballot when you arrive. If your stock is held in the name of your broker, bank or another nominee (a “Nominee”), you must present a proxy from that Nominee in order to verify that the Nominee has not voted your shares on your behalf. |
If your shares are held in “street name” (held in the name of a bank, broker or other holder of record), you will receive instructions from the holder of record. You must follow the instructions of the holder of record in order for your shares to be voted. Internet voting also will be offered to stockholders owning shares through certain banks and brokers. If your shares are not registered in your own name and you plan to vote your shares in person at the annual meeting,Annual Meeting, you should contact your broker or agent to obtain a legal proxy or broker’s proxy card and bring it to the annual meetingAnnual Meeting in order to vote.
Exchangeable Shares
Holders of Exchangeable Shares are receiving these proxy materials in accordance with the provisions of the Exchangeable Shares and the Trust Agreement. If you are a holder of record of Exchangeable Shares, there are two ways to vote your Exchangeable Shares:
· | By Mail – You may vote by signing and returning the enclosed voting instruction form to the Trustee. This form permits you to instruct the Trustee to vote at the Annual Meeting through its share of the Special Voting Preferred Stock. The Trustee must receive your voting instruction by 5:00 p.m. (Toronto Time) on |
· | In Person – If you wish to attend the |
Only holders of Exchangeable Shares whose names appear on the records of Bionik as the registered holders of Exchangeable Shares on the Record Date are entitled to instruct the Trustee as to how to exercise voting rights in respect of their Exchangeable Shares at the Annual Meeting. If on the Record Date your Exchangeable Shares were held, not in your name, but rather in the name of a Nominee, then you are the beneficial owner of shares held in “street name” and these proxy materials, if you have received them, are being forwarded to you by that Nominee. The Nominee holding your account is considered to be the stockholder of record for purposes of instructing the Trustee as to how to vote your Exchangeable Shares. As a beneficial owner, you have the right to direct your Nominee on how to instruct the Trustee to vote your Exchangeable Shares.
2 |
Quorum and Votes Required to Approve Proposals
On July 31, 2017,the Record Date, there were a total of 53,885,2795,009,151 shares of Common Stock and 47,909,336117,683 Exchangeable Shares outstanding. The presence in person or by proxy of a majority of the outstanding shares of Common Stock and Exchangeable Shares entitled to vote at the meetingAnnual Meeting will constitute a quorum for the transaction of business at the annual meeting.Annual Meeting.
Executed proxies that contain no instructions will be voted:
· | FOReach of the individuals nominated to be a director; |
· | FOR |
FOR the resolution approving the amendment of our Amended and Restated Certificate of Incorporation to decrease the authorized number of shares of (i) common stock of the Company from 500,000,000 to 13,000,000, and (ii) preferred stock of the Company from 10,000,000 to 5,000,000; and |
· | In accordance with the judgment of the persons named as proxies in the form of proxy on such other business or matters which may properly come before the |
Other than the matters set forth in the Notice of Annual Meeting accompanying this proxy statement, we know of no matters to be brought before the annual meeting.Annual Meeting.
Brokers and other nominees who hold Common Stock in “street name” and do not receive instructions from their clients on how to vote on a particular proposal are permitted to vote on routine proposals but not on non-routine proposals. The absence of votes from brokers on non-routine proposals are referred to as broker non-votes. Proposals such as the ratification of the independent registered public accounting firm are considered routine. The election of directors and proposals regarding the reverse stock split and the increase in the authorized shares areis non-routine. Thus, if stockholders do not give their broker or nominee specific instructions, their shares may not be voted for the election of directors or the proposal regarding compensation.directors. Abstentions and broker non-votes will be counted as present for purposes of establishing a quorum.
There are different voting requirements for the various proposals:
· | Directors are elected by a plurality of votes cast at the |
· | The ratification of the appointment of our independent registered public accountant will be approved if it receives the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote. An abstention will count as a vote “against” this proposal. The ratification of the appointment of our independent registered public accountant is a routine proposal on which a broker or other nominee is generally empowered to vote in the absence of voting instructions from the beneficial owner, so broker non-votes are unlikely to result from this proposal. |
· | The vote on the amendment |
Revocation of Proxy or Voting Instruction Form
If you are a holder of Common Stock, you may revoke your proxy at any time before the proxy is voted at the Annual Meeting. This can be done by either submitting another properly completed proxy (either card or through the internet) with a later date, sending a written notice of revocation to the Company with a later date or by attending the Annual Meeting and voting in person. You should be aware that simply attending the Annual Meeting will not automatically revoke your previously submitted proxy; rather you must notify a Company representative at the Annual Meeting of your desire to revoke your proxy and vote in person. Written notice revoking a proxy should be sent to the tabulation agent or to Leslie Markow, Chief Financial Officer, at 483 Bay Street, N105, Toronto, Ontario Canada M5G 2C9.
3 |
If you are a holder of Exchangeable Shares, you have the right to revoke any instructions previously given to the Trustee by giving written notice of revocation of such instructions to the Trustee or by executing and delivering to the Trustee a later-dated voting instruction by 5:00 p.m., Eastern time on September 13, 2017,October 4, 2020, at the address indicated on the voting instruction form or for an adjourned meeting not less than 48 hours before the time set for the holding of the adjourned meeting.
YOUR VOTE IS IMPORTANT. PLEASE RETURN THEYOUR PROXY OR VOTING INSTRUCTION FORM BY MAIL PROMPTLY SO YOUR SHARES CAN BE REPRESENTED, EVEN IF YOU PLAN TO ATTEND THE MEETING IN PERSON.
ELECTION OF DIRECTORS
(Proposal 1 on Proxy Card and Voting Instruction Form)
The Board of Directors currently consists of fiveeight members. All of such members have been nominated to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified. The fiveeight nominees listed below have indicated that they are willing and able to serve as directors. If any of the nominees becomes unable or unwilling to serve, the accompanying proxy may be voted for the election of such other person as shall be designated by the Board of Directors.Board.
Directors
The following table reflects our directors nominated for election to the Board of Directors as of the date of this proxy statement:
Name | Age | Position | ||
Chairman | ||||
Eric Dusseux | 52 | Chief Executive Officer and Director | ||
Remi Gaston-Dreyfus | 65 | Director | ||
P. Gerald Malone | 70 | Director | ||
Joseph Martin | 72 | Director | ||
Charles Matine | 62 | Director | ||
Audrey Thevenon | 42 | Director | ||
Michal Prywata | Chief Technology Officer and Director | |||
The following information summarizes the business experience of our directors:
Andre Auberton-Herve: Chairman of the Board. Mr. Auberton-Herve has been the Chairman of the Company’s Board of Directors since January 24, 2018. Mr. Auberton-Herve brings substantial leadership experience within strategic, operational, and financial activities from past roles. Mr. Auberton-Herve is the founder of 4A Consulting & Engineering, which provides strategic advice and consulting services with respect to renewable energy and digital innovation and has served as its President and CEO since its founding in July 2015. 4A Consulting provided consulting services to the Company from February 2017 until Mr. Auberton-Herve’s appointment as Chairman. Mr. Auberton-Herve co-founded Soitec SA, a publicly traded company on the Euronext Paris stock exchange which designs and manufactures innovative semiconductor materials which are used in many smartphone platforms and computing activities, where he was President and CEO from July 1992 until January 2015, then Chairman and Chairman Emeritus since September 2015. While at Soitec SA, Mr. Auberton-Herve was responsible for overseeing the strategic, operational and financial activities of the company. He built an international high-tech group in ten countries and five manufacturing facilities in Europe, Asia and the U.S. Mr. Auberton-Herve also led the company through its listing on Euronext in 1999, raising significant amounts of capital since then with some of the world’s largest investment banks. He has been nominated Knight of the Legion of Honor and Knight of the Order of Merit in France. Mr. Auberton-Herve holds a Doctorate degree in Semiconductor Physics and a Master’s degree in Materials Science from Ecole Centrale de Lyon in France. The Company believes that Mr. Auberton-Herve is qualified as a board member of the Company because of his substantial strategic, operational and leadership experience.
Peter Bloch:Dr. Eric Dusseux: Chief Executive Officer and Chairman of the Board of DirectorsDirector. Mr. BlochDr. Dusseux has served as the Company’s Chief Executive Officer since April 2013 and as Chairman of the Board of Directors since February 2014. From April 2012 to April 2013, Mr. Bloch served as our Chief Financial Officer. Mr. Bloch is a CPA, CA with a track record of building both public and private technology companies, mainly in the life sciences industry. From January 2008 to February 2009, Mr. Bloch served as the Chief Financial Officer of Just Energy, a public electricity and gas company. Since December 2011, Mr. Bloch has also served as a Director for EnerSpar Corp. His past 25 years of executive management experience includes serving as Chief Financial Officer and joint interim CEO of Sanofi Canada Inc., the Canadian affiliate of Sanofi, a global healthcare leader; Chief Financial Officer of Intellivax Inc., a biotechnology company which was sold to GlaxoSmithKline for $1.75 billion; founder of Tribute Pharmaceuticals, a specialty pharmaceutical company; and Chief Financial Officer of Gennum Corporation, a public semiconductor company focused on the TV and medical device market. These companies have ranged in size from start-ups to companies with revenues of over $2 billion. In these roles, Mr. Bloch has secured significant funding for both private and public companies, gained experience with initial public offerings and led a number of acquisitions and partnership transactions. We believe Mr. Bloch is qualified to serve as Chairman of the Board of Directors due to his public service experience, experience in the biotechnology and pharmaceuticals industries and his business contacts.
Michal Prywata: Chief Technology Officer and Director. Mr. Prywata is the co-founder of Bionik CanadaSeptember 1, 2017 and has served as our Chief Technology Officer since June 2017, Chief Operating Officer from April 2013 to June 2017, and as a director since March 2011. Mr. Prywata previously served as our Chief Executive Officer from March 2011 to April 2013. Mr. Prywata studied biomedical engineering at Ryerson University until the end of his second year, with a focus on electronics and software development for medical products. He has a track record of winning technology showcases and inventing technologies that address significant unmet needs and untapped markets. He has spent the past 5 years with Bionik Canada, managing technological advancements, managing day-to-day operations, and developing concepts into products. In addition, Mr. Prywata, together with his co-founder and Mr. Bloch, was responsible for raising and securing initial seed capital and subsequent capital raises. Mr. Prywata is the co-inventor of the Company’s ARKE technology platform. Mr. Prywata serves as a member of the Board of Directors due to his being a founder of the Company and his current executive position with the Company. We also believe that Mr. Prywata is qualified due to his experience in the medical device industry.
Dr. Eric Michel Dusseux: Director. Dr. Dusseux has been a director since July 22, 2017. He iswas previously the President Europe at Auregen BioTherapeutics SA and was a director at Auregen BioTherapeutics SA,Inc., which is translating 3D bioprinting technology for innovative treatments for patients with rare disorders, since February 2017. Prior to that, from November 2016 through January 2017, Dr. Dusseux was President Europe at Bemido SA, a family office. From September 2012 to October 2016, Dr. Dusseux was an Executive Committee Member in the Corporate Strategy Department of Sanofi Pasteur SA, the vaccines division of Sanofi, a global healthcare leader, where he led corporate strategy, business intelligence, and international business development. He has also served in key roles at GlaxoSmithKline Biologicals from January 2008 to June 2012, leading product development and business growth strategy. Dr. Dusseux also gained significant experience providing strategic advice for numerous pharmaceutical, medical device, payer and biotechnology clients, while working for the Boston Consulting Group from 2002 to 2007. Dr. Dusseux is a Medical Doctor, specializing in Public Health. Dr. Dusseux also holds a Master of Science in Physical Chemistry and is a graduate of the French Business School H.E.C. in Paris (MBA, Isa). We believe that Dr. Dusseux is qualified as a board member of the Company because of his substantial strategic and leadership experience within the healthcare industry.
5 |
Dr. Robert Hariri:Remi Gaston-Dreyfus: Director. Dr. Robert (Bob) HaririMr. Gaston-Dreyfus has been a director since March 20, 2015. He is a surgeon, biomedical scientist and highly successful serial entrepreneur in two technology sectors: biomedicine and aerospace. The Chairman, Founder, Chief Scientific Officer, and former Chief Executive Officer of Celgene Cellular Therapeutics, one of the world’s largest human cellular therapeutics companies, Dr. Hariri has pioneered the use of stem cells to treat a range of life threatening diseases and has made transformative contributions in the field of tissue engineering. His activities and experience includes academic neurosurgeon at Cornell, businessman, military surgeon and aviator and aerospace innovator. Dr. Hariri has over 90 issued and pending patents, has authored over 100 published chapters, articles and abstracts and is most recognized for his discovery of pluripotent stem cells from the placenta and as a member of the team which discovered the physiological activities of TNF (tumor necrosis factor). Dr. Hariri was recipient of the Thomas Alva Edison Award inCompany since September 1, 2017. Since 2007, and 2011, The Fred J. Epstein Lifetime Achievement Award and has received numerous other honors for his many contributions to biomedicine and aviation. Dr. Hariri also serves on numerous Boards of Directors including Myos Corporation and Provista Diagnostics. Dr. Hariri is an Adjunct Associate Professor of Pathology at the Mount Sinai School of Medicine and a member of the Board of Visitors of the Columbia University School of Engineering & Applied Sciences and the Science & Technology Council of the College of Physicians and Surgeons, and is a member of the scientific advisory board for the Archon X PRIZE for Genomics, which is awarded by the X PRIZE Foundation. Dr. Hariri is also a Trustee of the Liberty Science Center and has been appointed Commissioner of Cancer Research by New Jersey Governor Chris Christie. Dr. Hariri is also a member of the Board of Trustees of the J. Craig Venter Institute. A jet-rated commercial pilot with thousands of hours of flight time in over 60 different military and civilian aircraft, Dr. Hariri has also produced several feature films as well as documentaries on global societal issues. We believe Dr. Hariri is qualified to serve as a director due to his public service experience, experience in the biotechnology and pharmaceuticals industries and his business contacts.
Marc Mathieu: Director. Mr. Mathieu has been a director since May 12, 2015. Mr. MathieuGaston-Dreyfus has been the U.S. Chief Marketing OfficerCEO and Founder of Samsung North America since June 2015.RGD Investissements S.A.S. in Paris, a developer of and investor in real estate assets in Paris. Prior to that, from April 2011 to June 2015, he2007, Mr. Gaston-Dreyfus was Senior Vice President of Global Marketing at Unilever, where he was responsible for the development of Unilever’s global marketing strategy. Mr. Mathieu has also overseen the implementation of pivotal programs such as Project Sunlight, the first Unilever brand consumer initiative to motivate millions of people to adopt more sustainable lifestyles, and The Unilever Foundry, a platform that provides a single entry-point for innovative start-ups seeking to partner with Unilever. Since January 2011, Mr. Mathieu has been theshareholder, Chairman and Co-founderCEO of We & Co,the Photo-Journalism group A.G.I. (including Gamma Press Agency). Mr. Gaston-Dreyfus was a social app for people who provide and enjoy great service. From January 2009 through August 2011, Mr. Mathieu foundedco-founder of a Parisian law firm in 1984 and was principal of the strategic brand consultancy, BeDo, which worked to build brands with purpose and fuse marketing and sustainability agendas. From 1996 through 2008, Mr. Mathieu held various positions at Coca-Cola, culminating in Senior Vice President Global Brand Marketing. He sits on the Advisory Panel of the Guardian Digital and Media network and writes for Marketing Week magazine. He is a regular conference and keynote speaker on themes such as the Future of Marketing. Mr. Mathieu has a passion for theatre and sits on the Board of Directors for the Almeida Theatre and Punchdrunk.French lawyer until 1992. We believe that Mr. MathieuGaston-Dreyfus is qualified to serve as a member of the Board of Directors due to his experience as an entrepreneur and his legal training.
Gerald Malone: Director. Mr. Malone has been a director of the Company since March 19, 2018. Since 1997, Mr. Malone has held a number of directorships and chairmanships in private and AIM listed companies in the healthcare, IT and energy sectors in the UK and the USA. 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, 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 is qualified as a board member of the Company because of his substantial commercial strategic, government and leadership experience.
Joseph Martin: Director. Mr. 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, of Allegro Microsystems, a manufacturer of high-performance semiconductors for the automotive market, ChipPAC Inc. and Soitec Inc., and previously served on the boards of Fairchild Semiconductor. In 2000 CFO Magazine awarded Mr. Martin the CFO of the Year award for turnaround operations. Mr. Martin holds an Executive Masters certification from The American College of Corporate Directors. We believe Mr. Martin is qualified to serve as a member of the Board of Directors due to his extensive board and financial expertise.
Charles Matine: Director. Mr. Matine serves as an Advisory Board Member of Enlaps, a start-up company providing a time-lapse solution to photographers, since February 2018. Since July 2015, Mr. Matine has served as a strategic advisor to C4 Ventures, a London-based venture fund supporting media, e-commerce and hardware startups. In April 2014, Mr. Matine founded B & Associates, a marketing experience.and digital transformation consultancy firm, and has served as its CEO since April 2014. Prior to that, Mr. Matine served as a Business Unit Director of Apple France from July 2010 to April 2014, where he led the Education and Research business unit, and as a Senior Marketing Manager of Apple Europe from April 2006 to June 2010, where he was responsible for promoting Apple products and defining marketing, PR and branding strategies within central Europe, the Middle East and Africa. Prior to Apple, Mr. Matine worked extensively in marketing and advertising, promoting technology products and brands throughout Europe. Mr. Matine studied at Sciences Po (the Paris Institute for Political Studies, Section Public Service) and holds the IFA-Sciences Po non-executive director certificate. We believe that Mr. Matine is qualified as to serve as a member of the Board of Directors because of his experience with product marketing and go-to-market strategies.
Audrey Thevenon, Ph.D.: Director. Dr. Thevenon serves as a Program Officer on the Board of Life Sciences at the National Academies of Sciences, Engineering and Medicine (“NASEM”), a private, nonprofit institution that provides high-quality, objective advice on science, engineering, and health matters, since October 2016, and previously served as the Associate Program Officer of NASEM from August 2014 to October 2016. Dr. Thevenon also serves as the Managing Editor of the journal Institute for Laboratory Animal Research at NASEM. From February 2012 to July 2014, Dr. Thevenon was a Postdoctoral Fellow at the Uniformed Services University of the Health Sciences in Bethesda, MA. Dr. Thevenon has also completed a Postdoctoral Fellowship at the University of Hawaii in placental pharmacology. Dr. Thevenon has a Ph.D. and an MS both in Biology from Georgetown University, as well as an MS in Cell Biology & Physiology and a BS in Life Sciences and Environment from the University of Rennes 1 in France. We believe that Dr. Thevenon is qualified as to serve as a member of the Board of Directors because of her experience in medicine and scientific innovation.
6 |
Michal Prywata: Chief Technology Officer and Director. Mr. Prywata is the co-founder of Bionik Canada and has served as our Chief Technology Officer since June 2017, Chief Operating Officer from April 2013 to June 2017, as a director from March 2011 to September 2018, and again since March 2019. Mr. Prywata previously served as our Chief Executive Officer from March 2011 to April 2013. Mr. Prywata studied biomedical engineering at Ryerson University until the end of his second year, with a focus on electronics and software development for medical products. He has a track record of winning technology showcases and inventing technologies that address significant unmet needs and untapped markets. He has spent the past five years with Bionik Canada, managing technological advancements, managing day-to-day operations, and developing concepts into products. In addition, Mr. Prywata, together with the Company’s other co-founder and its former CEO, was responsible for raising and securing initial seed capital and subsequent capital raises. Mr. Prywata is the co-inventor of the Company’s ARKE technology platform. Mr. Prywata serves as a member of the Board of Directors due to his being a founder of the Company and his current executive position with the Company. We also believe that Mr. Prywata is qualified due to his experience in the medical device industry.
There are no family relationships among any of our current or proposed officers and directors.
Our officers serve at the pleasure of the Board of Directors.Board.
Vote Necessary to Approve Proposal 1
If a quorum is present at the meeting,Annual Meeting, directors are elected by a plurality of votes cast at the annual meeting.Annual Meeting.
Stockholders do not have cumulative voting rights in the election of directors. You may vote for all of the nominees as directors or withhold your vote from any or all of the nominees as directors.The Board of Directors recommends a voteFORall the director nominees listed above.
INFORMATION CONCERNING EXECUTIVE OFFICERS
The names of our executive officers, their ages as of August 8, 2017September [__], 2020 and certain other information about them are set forth below:
Name | Age | Position | |||
Eric Dusseux | 52 | Chief Executive Officer and | |||
Michal Prywata | Chief Technology Officer and Director | ||||
Leslie | Chief Financial Officer | ||||
Chief Commercial Officer |
Peter Bloch:Eric Dusseux: Chief Executive Officer and Director. Biographical information regarding Mr. BlochDusseux is set forth under “Election of Directors.”
Michal Prywata: Chief Technology Officer and Director. Biographical information regarding Mr. Prywata is set forth under “Election of Directors.”
7 |
Leslie N. Markow: Chief Financial Officer. Ms. Markow has served as the Company’s Chief Financial Officer since September 2014. She is a CPA CA in Canada, a US CPA (Illinois) and Chartered Director. From 2002 to 2004 and since 2010, Ms. Markow has provided outsourced CFO, controllerController and financial services on a part-time basis to numerous public and private companies. In addition, in 2012-2013, Ms. Markow was the Chief Financial Officer of Stewardship Ontario, a supply chain operator of Blue Box and Orange Drop Programs for industry in the Province of Ontario. In 2010-2012, Ms. Markow was the Chief Financial Officer of Blue Ocean NutraSciences Inc. (formerly Solutions4CO2 Inc.), a public CO2 solution industrial company. From 2004 to 2010, Ms. Markow was the Director of Client Service for Resources Global Professionals, a NASDAQ-listed global consulting firm. From 1991-2002, she held various positions at SunOpta Inc. a TSX-NASDAQ listed company, which at that time was named Stake Technology Ltd. and was an industrial technology manufacturer, including as Chief Administrative Officer, Vice-President Regulatory Reporting & Compliance, Chief Financial Officer and Vice-President–Finance and Controller. Ms. Markow started her career in 1983 with predecessors of PricewaterhouseCoopers, ultimately holding a position as Senior Audit Manager and in 1991, she moved to SunOpta Inc. Ms. Markow is a member of the Board of Directors and Chairperson of the Audit Committee of Jemtec Inc., a Canadian public company that sells monitoring hardware and software. She also is a member of Financial Executives Canada, where she is a past National Board Director, Toronto Board Director, Toronto Chapter President and the winner of the Toronto Leadership Award, and is a faculty member of The Directors College, which is a joint venture ofconnected with McMaster University and The Conference Board of Canada.University.
Timothy A. McCarthy:Loren Wass: Chief CommercializationCommercial Officer. Mr. McCarthyWass has beenserved as our Chief CommercializationCommercial Officer since August 2016.September 3, 2019. From January 2014 through July 2016,August 2019, Mr. McCarthyWass was the Chief Executive Officer of Medical Compression Systems, Inc., a Concord, Massachusetts-based medical device company developing smart compression treatments that enhance arterial, venous and lymphatic circulation, where he led a commercial stabilization and turnaround effort in order to prepare it for a merger & acquisition transaction in 2016. Prior to that, from December 2009 through May 2014, Mr. McCarthy was the President and Chief Executive Officer of iWalk Inc., a medical robotics company commercializing the M.I.T. invented BiOM T2 System; an actively powered lower limb bionic prosthesis to normalize gait. From April 2000 through November 2009, he held various positions at Ossur Americas (formerly Flex Foot), a leading global company in non-invasive orthopedics, culminating in the position of Vice President of Sales, Business Development and Marketing (2003-2009). Prior to that, from January 1997 through March 2000, Mr. McCarthy was a Vice President/Principal of Northeast Rehab, Inc. and OMEX, Inc.Reimbursement at ReWalk Robotics Ltd. (Nasdaq: RWLK), a regional distributormedical device company focusing on rehabilitation, and was also a member of post-operative orthopedic rehabilitation productsits Executive Committee. While at ReWalk, Mr. Wass was responsible for U.S. sales and DME billing services. From 1991 through 1997, he was first Area Sales Managerbusiness development, reimbursement activities and then Regional Sales Manager for The Chattanooga Group, Inc., which represents itself as the world’s largest manufacturer of rehabilitation products for the treatment of orthopedic, neurological,payer policy strategies and soft tissue disorders.submissions. Mr. McCarthy graduated cum laudeWass holds a B.S. from Northeastern University with a BS in Business Administration, and received his MBA from the University of California, Los Angeles.Springfield College.
CORPORATE GOVERNANCE
Communications to the Board of Directors
Our Board of Directors maintains a policy of reviewing and considering communications from our stockholders and other interested parties. Any interested party who desires to contact the Board of Directors may do so by fax, telephone, or regular mail addressed to the Board of Directors, c/o Leslie Markow, Chief Financial Officer, 483 Bay Street, N105, Toronto, Ontario, Canada M5G 2C9; telephone: (416) 640-7887 x108,x 508, email:lm@bioniklabs.com. Such communications can be sent to the Board by mail in a sealed envelope addressed to an individual director, the non-management directors or the full Board. The Corporate Secretary will deliver the envelope unopened (1) if addressed to a director, to the director, (2) if addressed to the Board, to the Chairman of the Board who will report thereon to the Board, or (3) if addressed to the non-management directors, to the non-management directors. Stockholders can also send electronic communications to the Board via e-mail to Leslie Markow, our Chief Financial Officer, who will forward the communication to the intended recipient.
Our directors periodically review communications from stockholders and other interested parties and determine, in their discretion, whether the communication addresses a matter that is appropriate for consideration by the Board. While we do not have a formal policy regarding attendance of annual meetings, directors are encouraged to attend the annual meeting of stockholders and receive communications directly from stockholders at that time. At our 2016last annual meeting, all of our directors except Robert Haririwho were directors at that time attended in person or by teleconference.
Board Leadership Structure, Committees and Risk Oversight
The business and affairs of the Company are managed under the direction of our Board of Directors which as of August 8, 2017,September [__], 2020 is comprised of Peter Bloch, MichalMessrs. Auberton-Herve, Dusseux, Gaston-Dreyfus, Martin, Malone, Matine, Prywata, Eric Michel Dusseux, Robert Hariri and Marc Mathieu.Dr. Thevenon.
There have been no changes in any state law or other procedures by which security holders may recommend nominees to our Board of Directors.Board.
Our Board
8 |
Committees of Directors does not currently have any standing committees, such as an audit committee or a compensation committee. However, the Board of Directors may establish such
Presently, the Board has two standing committees in— the future,Audit Committee and will establish an audit committeethe Compensation Committee. All members of the Audit Committee and a compensation committee (and any otherthe Compensation Committee are required by the charters of the respective committees that are required) if the Company seeks to be listed on the Nasdaq Capital Market or other national securities exchange. We do not have aindependent.
Audit Committee
Our Audit Committee consists of Messrs. Martin (Chairman), Malone and Matine. Each member of our board that also qualifies as an audit committee financial expert.
The Board does not have a policy regarding the separation of the roles of Chief Executive Officer and Chairman of the Board, as the Board believes itAudit Committee is in the best interests of the Company to make that determination based on the status and direction of the Companyindependent, and the membership of the Board. The Board has determined that Messrs. Martin, Malone and Matine are all independent and Mr. Martin is an “audit committee financial expert,” as defined in SEC rules. The Audit Committee acts pursuant to a written charter which is available through our website at present, havingwww.bioniklabs.com.
The primary functions of the Company’s Chief Executive Officer serve as Chairman isAudit Committee are to assist the Board in overseeing (i) the best interesteffectiveness of the Company’s stockholders. This structure makesaccounting and financial reporting processes and internal controls and the best useaudits of the Company’s financial statements, (ii) the qualifications, independence, appointment, retention, compensation and performance of the Company’s registered public accounting firm and (iii) the performance of the Company’s internal audit department or department or person(s) having the equivalent responsibility and functions.
Compensation Committee
Our Compensation Committee consists of Mr. Bloch’s knowledgeMalone (Chairman), Mr. Martin, and Dr. Thevenon. Each of the Companymembers of the Compensation Committee is independent. The Compensation Committee acts pursuant to a written charter which is available through our website at www.bioniklabs.com.
The primary functions of the Compensation Committee are to (i) review and approve corporate goals and objectives relevant to executive compensation, (ii) determine and review the industries in which it competes, as well as fostering greater communication betweenCEO’s and other executive officers’ compensation, and (iii) make recommendations to the Company’s managementBoard concerning (a) compensation and the Board.(b) adoption of equity incentive plans.
Risk Oversight
Companies face a variety of risks, including financial reporting, legal, credit, liquidity, and operational risk. The Board believes an effective risk management system will (1) timely identify the material risks that the Company faces, (2) communicate necessary information with respect to material risks to senior executives and, as appropriate, to the Board or relevant Board Committee (if any), (3) implement appropriate and responsive risk management strategies consistent with Company’s risk profile, and (4) integrate risk management into Company decision-making.
The Board as a whole oversees risk management after receiving briefings provided by management and advisors as well as its own analysis and conclusions regarding the adequacy of the Company’s risk management processes.
Board Meetings
During the fiscal year ended March 31, 2017,2020, our full Board of Directors met seven7 times and acted by unanimous written consent 4 times. No director who served as such in the fiscal year ended March 31, 20172020 attended less than 75%85% of the full board meetings held during such period, except Messrs. Hariri and Mathieu did not attend less than 70%for one director who attended approximately 71% of the full board meetings held during suchthat period.
Director Nominations and Qualifications
Our Board of Directors has no nominating committee. The Board has determined that given its relatively small size, and as it continues to transition from a private company to a public company, director nominees could be selected, or recommended for our Board's selection, by the fullindependent members of the Board. The Board does not currently have a charter or written policy with regard to the nomination process. The nominations of the directors standing for election at the 2017 Annual meetingMeeting for the fiscal year ending March 31, 2021 were recommended and approved by our Board of Directors.independent directors.
9 |
At this time, we do not have a formal policy with regard to the consideration of any director nominees recommended by our stockholders because historically we have not received recommendations from our stockholders and the costs of establishing and maintaining procedures for the consideration of stockholder nominations would be unduly burdensome. However, any recommendations received from stockholders will be evaluated in the same manner that potential nominees recommended by boardBoard members, management or other parties are evaluated. Any stockholder nominations proposed for consideration should include the nominee's name and qualifications for boardBoard membership and should be addressed to: Leslie Markow, Chief Financial Officer, Bionik Laboratories Corp., 483 Bay Street, N105, Toronto, Ontario, Canada M5G 2C9. We do not intend to treat stockholder recommendations in any manner different from other recommendations.
Qualifications for consideration as a director nominee may vary according to the particular areas of expertise being sought as a complement to the existing boardBoard composition. However, in making its nominations, our Board of Directors as a whole considers, among other things, an individual's business experience, industry experience, financial background, breadth of knowledge about issues affecting our company, time available for meetings and consultation regarding company matters and other particular skills and experience possessed by the individual.
We do not currently employ an executive search firm, or pay a fee to any other third party, to locate qualified candidates for director positions.
Code of Business Conduct and Ethics Policy
We adopted a Code of Business Conduct and Ethics that applies to, among other persons, our principal executive officers, principal financial officer, principal accounting officer or controller, and persons performing similar functions. Copies of ourOur Code of Business Conduct and Ethics areis available to stockholders without charge upon written request to Leslie Markow, Chief Financial Officer, at 483 Bay Street, N105, Toronto, Ontario Canada M5G 2C9. It can also be found on our website at www.bioniklabs.com.www.bioniklabs.com.
Director Independence
We use the definition of “independence” of The NASDAQ Stock Market (“NASDAQ”) to make this determination. NASDAQ Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the Companycompany or any other individual having a relationship, which, in the opinion of the Company’s Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The NASDAQ listing rules provide that a director cannot be considered independent if:
· | The director is, or at any time during the past three years was, an employee of the company; |
· | The director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of |
· |
· | The director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions); |
· | The director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity; or |
· | The director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past three years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit. |
10 |
Under such definitions, Messrs. Martin, Malone, Matine, Gaston-Dreyfus and Dr. Hariri, Dr. Dusseux and Mr. MathieuThevenon are considered independent directors.
Audit Report of the Board of Directors
The Board of Directors has reviewed and discussed the audited consolidated financial statements of Bionik Laboratories Corp. for the fiscal year ended March 31, 2017,2020, with management and have reviewed related written disclosures of MNP LLP, our independent accountants of the matters required to be discussed by SAS 114 (Codification of Statements on Auditing Standards, AU Section 380), as amended, with respect to those statements. We have reviewed the written disclosures and the letter from MNP LLP required by regulatory and professional standards and have discussed with MNP LLP its independence in connection with its audit of our most recent financial statements. Based on this review and these discussions, the Board of Directors recommendsrecommended that the financial statements be included onin this Form 10-K for the fiscal year ended March 31, 2017.2020.
We have also reviewed the various fees that we paid or accrued to MNP LLP during the yearfiscal years ended March 31, 2017, the three month transition period ended March 31, 2016, the year ended December 31, 20152020 and the nine month transition period ended December 31, 20142019 for services they rendered in connection with our annual audits and quarterly reviews, as well as for any other non-audit services they rendered.
The following table shows the fees for professional services rendered by MNP LLP for the audit of our financial statements for the yearyears ended March 31, 2017, the transition period ended March 31, 2016, the fiscal year ended December 31, 2015, the transition period ended December 31, 20142020 and the fiscal year ended March 31, 2014,2019 and fees billed for other services rendered by MNP LLP during those periods:
Fee Category | 2017 | 2016T | 2015 | 2014T | 2020 | 2019 | ||||||||||||||||||
Audit Fees | $ | 70,738 | $ | 61,912 | $ | 97,995 | $ | 70,216 | $ | 100,138 | $ | 73,542 | ||||||||||||
Audit Related Fees | $ | 27,525 | $ | 11,339 | ||||||||||||||||||||
Audited related fees | 69,171 | - | ||||||||||||||||||||||
Tax Fees | $ | 13,980 | $ | 8,998 | $ | 8,955 | 26,703 | 21,580 | ||||||||||||||||
All Other Fees | $ | 7,837 | $ | 10,618 | $ | 2,573 | 13,915 | 211,900 | ||||||||||||||||
Total Fees | $ | 120,080 | 72,530 | $ | 120,905 | $ | 79,171 | $ | 209,927 | $ | 307,022 |
Audit fees consist of fees billed for professional services rendered for the audit of our financial statements and review of the interim financial statements included in quarterly reports and services that are normally provided by the above auditors in connection with statutory and regulatory fillings or engagements. Audit-related fees consist of fees billed for professional services rendered for the review of U.S. Securities and Exchange Commission (“SEC”)SEC filings or other reports containing the audited financial statements. Tax fees consist of fees to prepare the Company’s federal and state income tax returns. Other fees relate to advisory services related research on accounting or other regulatory matters.
Pre-Approval Policies and Procedures
Our Board is in the process of Directors has not yet adoptedadopting a policy on pre-approval of audit and permissible non-audit services.
The Board of Directors:
Peter Bloch,Andre Auberton-Herve, Chairman
Eric Dusseux
Remi Gaston-Dreyfus
P. Gerald Malone
Joseph Martin
Charles Matine
Audrey Thevenon
Michal Prywata
Eric Michel Dusseux
Robert Hariri
Marc Mathieu
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
OurThe Compensation Committee of our Board of Directors as a whole is responsible for reviewing and approving the compensation of our executive officers and directors and our general compensation, benefits and perquisites policies and practices, including, without limitation, our incentive-compensation plans and equity-based compensation plans (in circumstances in which equity-based compensation plans are not subject to stockholder approval, such plans shall be subject to Board approval). The BoardCompensation Committee is also responsible for reviewing and approving the goals and objectives relevant to the compensation of our Chief Executive Officer and reviewing and making recommendations to the Board with regard to the compensation of our directors. The BoardCompensation Committee may delegate to our Chief Executive Officer the responsibility for reviewing the compensation of our named executive officers other than the Chief Executive Officer. However, any recommendations by the Chief Executive Officer shall be submitted to, reviewed and approved by, the Board as a whole.
Summary Compensation Table
The following table sets forth information regarding each element of compensation that was paid or awarded to the named executive officers of Bionikthe Company for the periods indicated.
Name and Principal Position | Year(1) | Salary($) | Bonus ($) | Stock Awards ($) | Option Awards (2) ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | ||||||||||||||||||||||
Peter Bloch (3) | 2017 | 275,000 | - | - | - | - | 13,750 | 288,750 | ||||||||||||||||||||||
Chief Executive | 2016T | 48,061 | - | - | - | - | 4,757 | 52,818 | ||||||||||||||||||||||
Officer | 2015 | 260,891 | - | - | 505,185 | (4) | - | 107,533 | (5) | 873,609 | ||||||||||||||||||||
2014T | 100,491 | - | - | 419,829 | (6) | - | 80,000 | 600,320 | ||||||||||||||||||||||
Michal Prywata | 2017 | 210,000 | - | - | - | - | 10,500 | 220,500 | ||||||||||||||||||||||
Chief Technology Officer | 2016T | 36,701 | - | - | - | - | 3,633 | 40,334 | ||||||||||||||||||||||
2015 | 198,430 | - | - | 202,074 | (4) | - | 71,285 | (7) | 471,789 | |||||||||||||||||||||
2014T | 145,460 | - | - | 419,829 | (6) | - | - | 565,289 | ||||||||||||||||||||||
Leslie N. Markow (8) | 2017 | 210,000 | - | - | - | - | 10,500 | 220,500 | ||||||||||||||||||||||
Chief Financial | 2016T | 36,701 | - | - | - | - | 3,633 | 40,334 | ||||||||||||||||||||||
Officer | 2015 | 131,727 | 24,000 | - | 488,789 | (9) | - | 4,997 | 649,513 | |||||||||||||||||||||
2014T | 32,134 | - | - | - | - | - | 32,134 | |||||||||||||||||||||||
Timothy McCarthy (10) | 2017 | 166,684 | - | - | 652,068 | (11) | - | 1,000 | 819,752 | |||||||||||||||||||||
Chief Commercial | 2016T | - | - | - | - | - | - | |||||||||||||||||||||||
Officer | 2015 | - | - | - | - | - | - | |||||||||||||||||||||||
2014T | - | - | - | - | - | - | ||||||||||||||||||||||||
Hermano Igo Krebs (12) | 2017 | 103,027 | - | - | - | - | 1,000 | 104,627 | ||||||||||||||||||||||
Chief Science | 2016T | - | - | - | - | - | - | |||||||||||||||||||||||
Officer | 2015 | - | - | - | - | - | - | |||||||||||||||||||||||
2014T | - | - | - | - | - | - |
Name and Principal | Salary | Bonus | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation | All Other Compensation | Total | ||||||||||||||||||
Position | Year (1) | ($) | ($)(2) | ($) | (3)($) | ($) | ($) | ($) | |||||||||||||||||
Eric Dusseux | 2020 | 375,850 | 225,510 | – | 671,140 | – | 37,940 | 1,310,440 | |||||||||||||||||
Chief Executive Officer (CEO) | 2019 | 381,158 | 225,564 | – | 363,714 | – | 61,133 | 1,031,769 | |||||||||||||||||
Michal Prywata | 2020 | 210,000 | 12,597 | – | – | – | 13,264 | 235,861 | |||||||||||||||||
Chief Technology Officer | 2019 | 210,000 | 12,600 | – | – | – | 10,836 | 233,436 | |||||||||||||||||
Leslie Markow | 2020 | 210,000 | 31,492 | – | 20,476 | – | 13,343 | 275,311 | |||||||||||||||||
Chief Financial Officer | 2019 | 210,000 | 31,500 | – | – | – | 10,968 | 252,468 | |||||||||||||||||
Loren Wass | 2020 | 144,071 | – | – | 14,010 | – | 1,000 | 159,071 | |||||||||||||||||
Chief Commercial Officer (4) |
(1) | “ | |
(2) | Reflects bonus amounts paid in the |
For assumptions made in such valuation, see Note 10 to the Company’s audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2020, commencing on page |
(4) | On |
Employment Agreements
Peter BlochEric Dusseux
Bionik CanadaThe Company entered into an employment agreement with Peter BlochDr. Dusseux on July 7, 2014,September 1, 2017, as amended on November 18, 2019, pursuant to which he serves as our Chief Executive Officer on(the “Dusseux Employment Agreement”). Under the Dusseux Employment Agreement, Dr. Dusseux will receive an indefinite basis, subject to the termination provisions described in the agreement. Pursuant to the terms of the agreement, Mr. Bloch receives aninitial annual base salary of $275,000 per annum since February 26, 2015. CDN$500,000. In April 2020, Dr. Dusseux agreed to a salary deferral of 50% because of our response to the COVID-19 pandemic.
The salaryCompany also entered into an Equity Compensation Agreement, dated September 1, 2017 (the “Dusseux Equity Compensation Agreement”), pursuant to which the Company is reviewed on an annual basisrequired to determine potential increasesgrant Dr. Dusseux a stock option representing a right to acquire 6% of the aggregate amount of the Company’s outstanding common stock and exchangeable shares as of the date of grant, which grant is required to be made as soon as practicable following September 1, 2017. The exercise price of the option is $0.161, and the expiration date will be the tenth anniversary of the date of grant. One-sixth of the option will be vested and exercisable as of its date of grant, and the unvested portion of the option will become vested and exercisable as follows:
12 |
· | 50% in 5 equal annual installments on each of the five anniversaries of the date of the issuance of the option; and | |
· | 50% in 5 equal separate tranches annually based on Dr. Dusseux’s achievement of annual performance goals to be established by the Board in consultation with Dr. Dusseux. The extent to which each separate tranche becomes vested shall be determined by reference to Dr. Dusseux’s annual performance as measured by reference to the performance targets set for that performance period. In the event a specific tranche is not fully vested, that tranche shall not be forfeited, but shall remain outstanding, and may become vested as a result of Dr. Dusseux’s future performance at an above target level or as a result of accelerated vesting on the occurrence of any other event that triggers accelerated vesting. |
The option, including any portion that is subject to vesting based on Mr. Bloch’sthe period of Dr. Dusseux’s service and any portion that is subject to vesting on the basis of performance, and thatshall be fully vested on the occurrence of any of the Company. Mr. Blochfollowing conditions: (a) A Change of Control (as defined in the Company’s 2014 Equity Incentive Plan) or (b) Termination of Dr. Dusseux’s employment that constitutes a “separation from service” (as the phrase is used for purpose of Section 409A of the Internal Revenue Code of 1986, as amended), other than where such termination is for Cause (as defined in the Company’s 2014 Equity Incentive Plan) or if Dr. Dusseux resigns other than for Good Reason (as defined in the Company’s 2014 Equity Incentive Plan).
Dr. Dusseux is also entitled to receive a target annual cash bonus of up to 50% of base salary.salary, based on measurable performance goals to be mutually agreed upon between Dr. Dusseux and the Compensation Committee of the Board each year. Dr. Dusseux earned 80% of his maximum bonus for the fiscal year ended March 31, 2020, which is expected to be paid at a later date yet to be determined. The Compensation Committee and the Board of Directors approved performance goals for purposes of Dr. Dusseux’s potential bonus for the fiscal year ending March 31, 2021, relating to revenue targets, the Company’s business continuity plans, gross margin targets, launching the InMotion ConnectTM and obtaining at least one sale, addressing the Company’s China venture and next steps, and new territory sales.
Dr. Dusseux is entitled to reimbursement for all reasonable expenses actually and properly incurred by him in connection with the performance of his duties, including reimbursement for hotel and meal related expenses in the Toronto and Boston area, and other locations globally as required for business needs. Dr. Dusseux is also entitled to reimbursement of the costs of immigration and annual tax compliance and an annual executive medical provided by Medcan or similar supplier over the time he is employed. Dr. Dusseux was also entitled to reimbursement of housing costs of up to $5,000 per month for 24 months, which ended on September 30, 2019.
In the event Mr. Bloch’sthat Dr. Dusseux employment is terminated as a result of death, Mr. Bloch’sDr. Dusseux’s estate would be entitled to receive the annual salary and a portion of thepro-rata annual bonus earned up to the date of death. In addition, all vested options and warrants as of the date of death would continue in full force and effect, subject to theirthe terms and conditions.conditions of the Equity Incentive Plan.
In the event Mr. Bloch’sthat Dr. Dusseux’s employment is terminated as a result of disability, Mr. BlochDr. Dusseux would be entitled to receive the annual salary, benefits, a portion of the annual bonus earned up to the date of disability and expenses incurred up to the date of termination. In addition, all vested options as of the date of termination due to disability would continue in full force and effect, subject to the terms and conditions of the Equity Incentive Plan. Dr. Dusseux would also be entitled to receive reasonable expenses incurred by Dr. Dusseux in relocating to France.
In the event Mr. Bloch’sthat Dr. Dusseux’s employment is terminated by the Company for cause Mr. BlochDr. Dusseux would be entitled to receive his annual salary, benefits and expenses incurred up to the date of termination.
In the event Mr. Bloch’sthat Dr. Dusseux’s employment is terminated by the Company without cause, he would be entitled to receive 12 months’ pay (salary and bonus) and full benefits, plus one month for each year of service. Furthermore, Mr. BlochPayment of pro-rata bonus for the fiscal year up to the date of termination will have six months afteralso be paid , as well as payment of a lump sum amount in lieu of bonus for the twelve (12) month period following the date of termination, plus an additional month for every completed year of service. Dr. Dusseux would also be entitled to exercise all vested optionsreceive reasonable expenses incurred by Dr. Dusseux in accordance with the terms of the 2014 Incentive Plan. All unvested options would immediately forfeit upon such notice of termination.relocating to France.
13 |
The agreement contains customary non-competition and non-solicitation provisions pursuant to which Mr. BlochDr. Dusseux agrees not to compete and solicit with the Company. Mr. BlochDr. Dusseux also agreed to customary terms regarding confidentiality and ownership of intellectual property.
Michal Prywata
Bionik Canada entered into an employment agreement with Michal Prywata on July 7, 2014, pursuant to which he serves as ourBionik Canada’s Chief Operating Officer on an indefinite basis, subject to the termination provisions described in the agreement. Pursuant to the terms of the agreement, Mr. Prywata has received an annual base salary of $210,000 since February 26, 2015. The salary is reviewed on an annual basis to determine potential increases based on Mr. Prywata’s performance and that of the Company. On June 29, 2017, the Company changed his title to Chief Technology Officer. In April 2020, Mr. Prywata agreed to a salary deferral of 30% because of our response to the COVID-19 pandemic.
Mr. Prywata is also entitled to receive a target annual cash bonus of up to 30% of base salary. Mr. Prywata is further entitled to a cash and option bonus based on a per patent creation basis, as determined by the Board of Directors. Mr. Prywata earned 50% of his maximum bonus for the fiscal year ended March 31, 2020, which is expected to be paid at a later date yet to be determined.
In the event Mr. Prywata’s employment is terminated as a result of death, Mr. Prywata’s estate would be entitled to receive the annual salary and a portion of the annual bonus earned up to the date of death. In addition, all vested options and warrants as of the date of death would continue in full force and effect, subject to their terms and conditions.
In the event Mr. Prywata’s employment is terminated as a result of disability, Mr. Prywata would be entitled to receive the annual salary, benefits, a portion of the annual bonus earned up to the date of disability and expenses incurred up to the date of termination.
In the event Mr. Prywata’s employment is terminated by the Company for cause, Mr. Prywata would be entitled to receive his annual salary, benefits and expenses incurred up to the date of termination.
In the event Mr. Prywata’s employment is terminated by the Company without cause, he would be entitled to receive 12 months’ pay and full benefits, plus one month for each year of service. Furthermore, Mr. Prywata will have six months after termination to exercise all vested options in accordance with the terms of the 2014 Incentive Plan. All unvested options would immediately forfeit upon such notice of termination.
The agreement contains customary non-competition and non-solicitation provisions pursuant to which Mr. Prywata agrees not to compete and solicit with the Company. Mr. Prywata also agreed to customary terms regarding confidentiality and ownership of intellectual property.
Leslie N. Markow
Bionik Canada entered into an employment agreement with Leslie Markow on September 3, 2014, pursuant to which she serves as our Chief Financial Officer on a part-time, indefinite basis, subject to the termination provisions described in the agreement. On September 16, 2015, Ms. Markow was promoted to full time. Pursuant to the terms of the agreement, as amended, Ms. Markow receives an annual base salary of $210,000 payable semi-monthly in arrears. The salary is reviewed on an annual basis to determine potential increases based on Ms. Markow’s performance and that of the Company. Ms. Markow is also entitled to receive a target annual cash bonus of up to 30% of base salary, and a grant of options in an amount to be determined at the price of the Company’s going public transaction, upon the closing of the Company’s going public transaction, to vest over three years in equal annual installments. In April 2020, Ms. Markow agreed to a salary deferral of 30% as a result of our response to the COVID-19 pandemic. Ms. Markow earned 60% of her maximum bonus for the fiscal year ended March 31, 2020, which is expected to be paid at a later date yet to be determined.
14 |
In the event Ms. Markow’s employment is terminated as a result of death, Ms. Markow’s estate would be entitled to receive the annual salary and a portion of the annual bonus earned up to the date of death. In addition, all vested options and warrants as of the date of death would continue in full force and effect, subject to the terms and conditions of the plan.
In the event Ms. Markow’s employment is terminated as a result of disability, Ms. Markow would be entitled to receive the annual salary, benefits, a portion of the annual bonus earned up to the date of disability and expenses incurred up to the date of termination.
In the event Ms. Markow’s employment is terminated by the Company for cause, Ms. Markow would be entitled to receive her annual salary, benefits and expenses incurred up to the date of termination.
In the event Ms. Markow’s employment is terminated by us without cause, or she decides to leave the Company, she would be entitled to receive six months, but no more than nine months’ pay and full benefits. Furthermore Ms. Markow will have six months after termination to exercise all vested options in accordance with the terms of the plan. All unvested options would immediately forfeit upon such notice of termination.
The agreement contains customary non-competition and non-solicitation provisions pursuant to which Ms. Markow agrees not to compete and solicit with the Company. Ms. Markow also agreed to customary terms regarding confidentiality and ownership of intellectual property.
Tim McCarthyLoren W. Wass
WeThe Company entered into an employment agreement with Tim McCarthyMr. Wass on August 8, 2016, as amended as of August 2, 2017,September 3, 2019 (the “Wass Employment Agreement”), pursuant to which he serves as ourthe Company’s Chief Commercial Officer. Pursuant to the terms of the agreement, as amended,Wass Employment Agreement, Mr. McCarthy receivesWass shall receive an annual base salary of $260,000 payable semi-monthly in arrears.$250,000 per annum. The annual base salary isshall be reviewed on an annual basis to determine potential increases based onbasis. Mr. McCarthy’s performance and that of the Company. Mr. McCarthy isWass may be entitled to receive a targetan annual cash bonus of up to 50%40% of hisannualized actual base salary, based on performance in the previous fiscal year. He is also entitled to participate in the Company’s equity incentive plan, and received 750,000 options at $1.00 vesting over three years on the anniversary date. Pursuant to the amendment, Mr. McCarthy was further granted: (i) seven yeargranted options to purchase an aggregate of 1,500,0005,000 shares of the Company’s common stock, at an exercise price per share of $3.20, which is equal to the fair market value of the Company’s common stock on September 3, 2019, the date of grant, and which shall vest equally over a three3 year period commencing one year from the date of grant and in the two subsequent years on the anniversary of the grant date; (ii) seven year optionsdate. In April 2020, Mr. Wass agreed to purchase an aggregatea salary deferral of 250,000 shares30% as a result of the Company’s common stock, at an exercise price per share equalour response to the fair market valueCOVID-19 pandemic. Mr. Wass earned 20% of the Company’s common stock on the date of grant, and which vest upon, and if and only if, the Company achieves no less than $5.0 million in saleshis maximum bonus for the fiscal year endingended March 31, 2019; and (iii) seven year options2020, which is expected to purchase an aggregate of 250,000 shares of the Company’s common stock,be paid at an exercise price per share equala later date yet to the fair market value of the Company’s common stock on the date of grant, and which shall vest upon, and if and only if, the Company achieves no less than $10.0 million in sales for the fiscal year ending March 31, 2020.be determined.
In the event Mr. McCarthy’sWass’ employment is terminated as a result of death, Mr. McCarthy’sWass’ estate would be entitled to receive any earned base salary and accrued vacation earned up to the date of death.
In the event Mr. Wass’ employment is terminated as a result of disability (as defined in the Wass Employment Agreement), Mr. Wass would be entitled to receive the annual salary, accrued vacation, and a portion of the annual bonus earned up tobenefits through the date of death. In addition, all vested options and warrants as of the date of death would continue in full force and effect, subject to their terms and conditions.termination.
In the event Mr. McCarthy’sWass’ employment is terminated by the Company for cause, as a result of disability,defined in the Wass Employment Agreement, Mr. McCarthyWass would be entitled to receive the annualhis unpaid base salary benefits, a portion of the annual bonus earned up to the date of disability and expenses incurred up to the date of termination.
In the event Mr. McCarthy’sWass’ employment is terminated by the Company for cause, Mr. McCarthy would be entitled to receive his annual salary, benefits and expenses incurred up to the date of termination.
In the event Mr. McCarthy’s employment is terminated by us without cause, he would be entitled to receive nine months pay2 months’ salary, plus accrued vacation.
Mr. Wass may terminate the Wass Employment Agreement and benefits, plus one month payhis employment at any time, for every full year of service toany reason, provided that he provides the Company pluswith 30 days’ prior written notice. In case of “good reason” (as defined in the Wass Employment Agreement), the Company shall pay to Mr. Wass: (i) 2 months’ salary; and (ii) accrued vacation time if any; provided that the Company shall not be required to pay the 2 months’ salary in the event the Company elects to enforce the non-competition provisions of the Wass Employment Agreement and pro rata bonus, if any. Furthermorepays to Mr. McCarthy will have six months after termination to exercise all vested optionsWass as a result of such enforcement, no less than that amount in accordance with their terms. All unvested options would immediately forfeit upon such notice of termination.base salary.
15 |
The agreementWass Employment Agreement contains customary non-competition, non-solicitation, and non-solicitationnon-disparagement provisions pursuant to which Ms. Markow agrees not to compete and solicit within favor of the Company. Mr. McCarthyWass also agreed to customary terms regarding confidentiality and ownership of intellectual property.
Outstanding Equity Awards at Fiscal Year-End
The following table presents the outstanding equity awards held by each of the named executive officers as of the end of the fiscal year ended March 31, 2017.2020.
Option Awards
Option Awards | ||||||||||||||
Name | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price | Option Expiration Date | ||||||||||
Peter Bloch | 990,864 | (1) | - | $ | 0.23 | July 1, 2021 | ||||||||
333,333 | (2) | - | $ | 1.00 | December 14, 2022 | |||||||||
- | 666,667 | (2) | $ | 1.00 | December 14, 2022 | |||||||||
Michal Prywata | 990,864 | (1) | - | $ | 0.23 | July 1, 2021 | ||||||||
133,333 | (2) | - | $ | 1.00 | December 14, 2022 | |||||||||
- | 267,667 | (2) | $ | 1.00 | December 14, 2022 | |||||||||
Leslie N. Markow | 141,557 | (3) | - | $ | 0.23 | February 16, 2022 | ||||||||
133,333 | (4) | - | $ | 1.22 | November 24, 2022 | |||||||||
- | 267,667 | (4) | $ | 1.22 | November 24, 2022 | |||||||||
Timothy McCarthy | 750,000 | (5) | $ | 1.00 | August 8, 2023 | |||||||||
Hermano Igo Krebs(6) | 73,992 | $ | 0.95 | March 28, 2023 | ||||||||||
286,238 | $ | 1.05 | March 28, 2023 |
Name | Number of Exercisable | Number of Un-Exercisable | Option Exercise Price | Option Expiration Date | ||||||||||
Eric Michel Dusseux | 20,361 | (3) | 20,357 | (3) | $ | 24.15 | September 1, 2027 | |||||||
2,222 | (4) | 1,111 | (4) | $ | 23.25 | January 24, 2025 | ||||||||
40,000 | (5) | $ | 9.735 | April 19, 2028 | ||||||||||
73,904 | (1) | 39,951 | (1) | $ | 3.16 | May 31, 2026 | ||||||||
19,293 | (2) | $ | 3.595 | July 26, 2026 | ||||||||||
19,293 | (2) | 77,173 | (2) | $ | 3.595 | July 26, 2026 | ||||||||
Michal Prywata | 6,606 | (6) | - | $ | 34.50 | July 1, 2021 | ||||||||
2,667 | (7) | - | $ | 150.00 | December 14, 2022 | |||||||||
2,222 | (4) | 1,111 | (4) | $ | 23.25 | January 24, 2025 | ||||||||
Leslie N. Markow | 944 | (8) | - | $ | 34.50 | February 17, 2022 | ||||||||
2,667 | (9) | - | $ | 183.00 | November 24, 2022 | |||||||||
1,333 | (4) | 667 | (4) | $ | 23.25 | January 24, 2025 | ||||||||
4,934 | (1) | 2,466 | (1) | $ | 3.16 | May 31, 2026 | ||||||||
Loren Wass | 5,000 | (10) | $ | 3.20 | September 3, 2025 |
On May 26, 2019, Dr. Dusseux was granted 113,855 options and Ms. Markow was granted 7,400 options which vest one third immediately, one third 6 months after grant and one third 12 months after grant. |
2. | On July 26, 2019, Dr. Dusseux was granted 19,293 options which immediately vested and 96,466 which vests over time and based on performance, between September 1, 2019 and September 1, 2021. |
3. | On September 1, 2017, we issued 40,718 options to Dr. Dusseux. 20,361 options have vested and 50% of the remaining options vest based on performance and 50% vest annually over 5 years. |
4. | On January 24, 2018, the Company granted 3,334 options to Dr. Dusseux, 3,334 options to Mr. Prywata, and 2,000 options to Ms. Markow that vest equally on January 24, 2019, 2020 and 2021. |
5. | On April 19, 2018 we issued 40,000 options to Dr. Dusseux. The options vested on the grant date and expire in 10 years. |
6. | On July 1, 2014, Bionik Canada issued |
On December 14, 2015, we issued |
On February 17, 2015, we issued |
16 |
On November 24, 2015, we issued |
On February 25, 2015, 262,904 post-going public transaction1,752 common shares of Common Stock were issued to two former lenders connected with a $241,185 loan received and repaid in fiscal year 2013. As part of the consideration for the initial loan, Mr. Prywata and Mr. Caires, a former executive of the Company, collectively transferred 314,5602,098 common shares of Common Stock to the lenders. For contributing the common shares of Common Stock to the lenders, the Company intends to reimburse them 320,000 shares of Common Stock;2,134 common shares; however, these shares have not yet been issued.
Long-Term Incentive Plans and Awards
Since our incorporation on January 8, 2010 through March 31, 2017,2020 we did not have any long-term incentive plans that provided compensation intended to serve as incentive for performance. No individual grants or agreements regarding future payouts under non-stock price-based plans have been made to any executive officer or any director or any employee or consultant since our inception through March 31, 2017.2020.
Securities AuthorizedDirector Compensation
The following table sets forth a summary of the compensation we paid or accrued to our non-employee directors during the fiscal year ended March 31, 2020.
Name | Fees Earned or Paid in Cash | Stock Awards | Option Awards |
Non-Equity | Nonqualified | All Other | Total | |||||||||||||||
Andre Auberton-Herve | $ | 180,000 | - | 385,157 | - | - | - | 565,157 | ||||||||||||||
Remi Gaston Dreyfus | $ | 50,000 | - | 378,236 | - | - | - | 428,236 | ||||||||||||||
P. Gerald Malone | $ | 50,000 | - | 74,568 | - | - | - | 124,568 | ||||||||||||||
Joseph Martin | $ | 50,000 | - | 74,568 | - | - | - | 124,568 | ||||||||||||||
Charles Matine | $ | 50,000 | - | 74,568 | - | - | - | 124,568 | ||||||||||||||
Audrey Thevenon | $ | 50,000 | - | 74,568 | - | - | - | 124,568 |
Other than Mr. Auberton-Herve’s annual fee as Chairman of $180,000, our non-employee directors are entitled to receive an annual cash payment of up to $50,000, as well as reimbursement for Issuance Under expenses incurred by them in connection with attending board meetings. Our directors also are eligible for stock option grants.
Equity Compensation PlansPlan Information
We adopted, and a majority of our stockholders approved, the 2014 Equity Incentive Plan (the “2014 Plan”). Under such plan, we may grant equity based incentive awards, including options, restricted stock, and other stock-based awards, to any directors, employees, advisers, and consultants that provide services to us or any of our subsidiaries on terms and conditions that are from time to time determined by us. An aggregate of up to 15% of our Common Stockcommon stock and Common Stockcommon stock reserved for issuance from the Exchangeable Shares are reserved for issuance under the 2014 Plan, and options for the purchase of 9,903,650331,587 shares of our Common Stockcommon stock have been granted and are outstanding as of March 31, 2017.2020. The purpose of the 2014 Plan is to provide financial incentives for selected directors, employees, advisers, and consultants of the Company and/or its subsidiaries, thereby promoting the long-term growth and financial success of the Company.
The table below sets forth information as of March 31, 20172020 with respect to compensation plans under which our Common Stockcommon stock or Exchangeable Shares are authorized for issuance.
(a) | (b) | (c) | ||||||||||
Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | |||||||||
Equity compensation plans approved by security holders | 9,903,650 | $ | 0.59 | 4,613,433 | ||||||||
Equity compensation plans not approved by security holders | – | – | – | |||||||||
Total | 9,903,650 | 4,613,433 |
Director Compensation
During the year ended March 31, 2017, there were no amounts paid or stock awards made to our non-employee directors during the fiscal year ended March 31, 2017.
On December 14, 2015, Dr. Hariri and Mr. Mathieu were each granted 200,000 options exercisable at $1.00, which vest equally over three years on the anniversary date starting December 14, 2016. In addition, Dr. Hariri was granted 62,914 options on February 15, 2015, exercisable at $0.23, of which one third vested immediately and the remainder vested equally on the one year and two year anniversary of the date of grant.
Our independent directors are each entitled to receive an annual cash payment of up to $20,000, as well as reimbursement for expenses incurred by them in connection with attending board meetings. The Company has accrued for these fees but has not paid any amounts during the year ended March 31, 2017. They also are eligible for stock option grants.
Messrs. Bloch and Prywata, and Dr. Krebs prior to his termination as Chief Science Officer, received compensation for their respective services to the Company as set forth above under “-Compensation of Executive Officers.”
(a) Number of securities to be Issued upon exercise of outstanding options, warrants and rights | (b) Weighted- average exercise price of outstanding options, warrants and rights | (c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | ||||||||||
Equity compensation plans approved by security holders | 331,587 | $ | 15.87 | 419,550 | ||||||||
Equity compensation plans not approved by security holders: | ||||||||||||
Executive Stock Options | 486,592 | $ | 7.04 | - | ||||||||
Total | 818,179 | 419,550 |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Procedures and Policies
We consider “related party transactions” to be transactions between our Company and (i) a director, officer, director nominee or beneficial owner of greater than five percent of our stock; (ii) the spouse, parents, children, siblings or in-laws of any person named in (i); or (iii) an entity in which one of our directors or officers is also a director or officer or has a material financial interest.
Our Board of Directors is vested with the responsibility of evaluating and approving any potential related party transaction, unless a special committee consisting solely of independent directors is appointed by the Board of Directors. We do not have any formal policies or procedures for related party transactions.
Transactions with Related Parties
As of February 26, 2015, as part of the Company’s going public transaction, the Company spun off Strategic Dental Alliance, Inc., a Colorado corporation, a wholly-owned subsidiary of the Company and, until the Company’s going public transaction, the holder of certain of the Company’s assets and liabilities, to Messrs. Brian Ray and John Lundgreen, former directors and executive officers of the Company.
As of February 26, 2015, as part of the Company’s going public transaction and the resignation of Mr. Kibler as our Chief Executive Officer, we cancelled an aggregate of 90,207,241 shares of the Company’s Common Stock beneficially owned by AAK Ventures, LLC, a Delaware limited liability companySince August 2017 through June 27, 2019, entities controlled by Mr. Kibler.Gaston-Dreyfus have made the following loans to the Company:
· | Between August and December 2017, entities controlled by Mr. Gaston-Dreyfus loaned the Company an aggregate of $2,580,000 evidenced by convertible promissory notes. Mr. Gaston-Dreyfus received warrants as part of this financing. |
· | On December 19, 2017, an entity controlled by Mr. Gaston-Dreyfus loaned the Company $400,000 evidenced by a promissory note which was paid back January 4, 2018. |
· | From January 2018 through March 31, 2018, the Company borrowed an aggregate of $1,250,000 from an entity controlled by Mr. Gaston-Dreyfus, evidenced by convertible promissory notes. All convertible loans were exchanged for common shares on March 31, 2018 and Mr. Gaston-Dreyfus and his affiliates received an aggregate of 608,028 shares of common stock. As part of such transaction, 61,645 warrants were issued to affiliates of Mr. Gaston-Dreyfus. |
· | From April 2018 through June 25, 2018, the Company borrowed an aggregate of $1,991,673 from an entity controlled by Mr. Gaston-Dreyfus, evidenced by convertible promissory notes. Effective as of July 20, 2018, such convertible notes converted in accordance with their terms into 289,791 shares of common stock. |
· | On January 22, 2019, the Company borrowed an aggregate of $750,000 from an affiliate of Mr. Gaston-Dreyfus evidenced by a convertible promissory note, and such note and interest was converted into common shares of the Company pursuant to the terms of such notes and 197,234 common shares were issued on March 28, 2019. |
· | On June 11, 2019, the Company borrowed $500,000 from an affiliate of Mr. Gaston-Dreyfus evidenced by a convertible promissory note pursuant to an up to $9 million convertible note offering, and such note and interest was converted into common shares of the Company pursuant to the terms of such note and 76,225 common shares were issued on September 30, 2019. |
In June 2014, Olivier Archambaud,2018, the Company borrowed an aggregate of $306,255 from an entity controlled by Mr. Andre Auberton–Herve, evidenced by a former directorconvertible promissory note. Effective as of Bionik Canada, received paymentsJuly 20, 2018, such convertible note converted in accordance with its terms into 44,590 shares of common stock.
On October 10, 2018, the Company borrowed an aggregate of $300,000 from an affiliate of Mr. Andre Auberton-Herve evidenced by a convertible promissory note, and fees of CDN$233,000 for services rendered to Bionik with respect to a capital raise transaction, which he subsequentlysuch note and interest was converted into 247,778 common shares of Bionik Canada at $0.81 ($0.90 CAD) per share. Subsequentthe Company pursuant to March 31, 2014, one advance amounting to $85,947 was settled by the issuanceterms of 105,555 pre-transactionsuch notes and 81,492 common shares to Mr. Archambaud.were issued on March 28, 2019.
As of March 31, 2017,November 30, 2019, we had aggregate advances repayable by Mr. Prywata of $18,731. The loan from Mr. Thiago Caires, a former executive officer and director, of $22,714 was forgiven as part of his termination.$18,926. The loan to Mr. Prywata bears interest at a prescribed rate of 1% until March 31, 2018 and 2% thereafter and is repayable on demand in Canadian dollars.
At March 31, 2017, there was $4,135 owing to Peter Bloch, $12,607 owing to Michal Prywata and $nil owing to Leslie Markow and Tim McCarthy for sums paid by them on behalf of Bionik for certain of its expenses.
In connection with a CDN$250,000 loan obtained by Bionik Canada (which loan has been repaid), Bionik Canada agreed to transfer pre-transaction 83,574 common shares to the lenders. In addition, Messrs. Caires and Prywata also transferred 100,000 pre- transaction common shares to the loan holder and this will be reimbursed by the issuance of 320,000 Exchangeable Shares2,134 exchangeable shares (exchangeable to common shares) to Messrs. Caires and Prywata effective as of the date of the Company’s going public transaction.Prywata. These shares have not yet been issued.
Dr. Krebs, a former director of Bionik, is a party to the Agreement and Plan of Merger with IMT, and acted as the shareholders representative pursuant to the terms of that agreement.
At the effective date of the merger, (a) Dr. Krebs received an aggregate of 5,190,376 shares of Bionik Common Stock in return for his ownership of IMT securities, in addition to his IMT options which are as of the effective date of the merger exercisable for an aggregate of 360,231 shares of the Common Stock ofOn May 8, 2019, the Company borrowed $500,000 from an entity controlled by Mr. Auberton-Herve evidenced by a promissory note. Such note was transferred and (b) Mr. Fried received an aggregate of 868,647 shares of Bionik Common Stock in return for his ownership of IMT securities, in addition to his IMT options which are as of the effective date of the merger exercisable for an aggregate of 1,597,178 shares of the Common Stock of the Company
An aggregate of $125,000 in principal amount is payable to Dr. Krebs, which with accrued interest are due and payable the earlier of December 31, 2017 and the date we raise new capital exceeding $15 million in cash. In addition, we paid an aggregate of approximately $33,000 in principal and interest on demand loans in favor of Dr. Krebs’ wife at or about the effective date of the acquisition of IMT.
An aggregate of approximately $130,000 was due to Dr. Krebs for past-due compensation and an aggregate of approximately $123,000 was due to Mr. Fried for past-due compensation, which amounts were paid at or about the effective date of the acquisition of IMT.
Dr. Krebs is a licensor to IMT pursuantassigned to an Agreement dated June 8, 2009, of patent #8,613,691, pursuant to which IMT pays Dr. Krebs and the co-licensor an aggregate royalty of 1% of sales based on such patent. No sales have been made as the technology under this patent has not been commercialized.
Ariane Bloch, the spouse of Peter Bloch, performs certain human resources and administrative functions for the Company on a part-time basis. She is paid a fee of $2,500 per month for such services.
Sharon Krebs, the spouse of Dr. Krebs, supported international sales and distributors at a salary of $85,000 per annum. Ms. Krebs ceased working for the Companyunaffiliated entity in May 2017.September 2019.
Other than the above transactions, there have been no related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 Regulation S-K. The Company is currently not a subsidiary of any company.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table shows the beneficial ownership of our Common Stock as of August 8, 2017September [__], 2020 held by (i) each person known to us to be the beneficial owner of more than five percent (5%) of our Common Stock; (ii) each director; (iii) each executive officer; and (iv) all directors and executive officers as a group.group, as adjusted to reflect the one-for-one hundred fifty reverse stock split.
Beneficial ownership is determined in accordance with the rules of the SEC, and generally includes voting power and/or investment power with respect to the securities held. Shares of Common Stock subject to options and warrants currently exercisable or which may become exercisable within 60 days of August 8, 2017September [__], 2020 are deemed outstanding and beneficially owned by the person holding such options or warrants for purposes of computing the number of shares and percentage beneficially owned by such person, but are not deemed outstanding for purposes of computing the percentage beneficially owned by any other person. Except as indicated in the footnotes to this table, the persons or entities named have sole voting and investment power with respect to all shares of our Common Stock shown as beneficially owned by them.
The following table provides for percentage ownership assuming 101,794,6155,126,834 shares are issued and outstanding as of August 8, 2017,September [__], 2020, consisting of 53,885,2795,009,151 shares of Common Stock and 47,909,336117,683 Common Stock equivalents through the Exchangeable Shares. The percentages below also assume the exchange by all of the holders of Exchangeable Shares of Bionik Canada for an equal number of shares of our Common Stock in accordance with the terms of the Exchangeable Shares. Unless otherwise indicated, the address of each beneficial holder of our Common Stock is our corporate address.
Name of Beneficial Owner | Shares of Common Stock Beneficially Owned | % of Shares of Common Stock Beneficially Owned | ||||||
Peter Bloch (1)(2) | 7,408,101 | 7.18 | % | |||||
Michal Prywata (1)(3) | 8,620,548 | 8.38 | % | |||||
Thiago Caires (1)(4) | 7,496,351 | 7.36 | % | |||||
Olivier Archambaud (1) | 7,210,768 | 7.08 | % | |||||
Leslie N. Markow (5) | 274,890 | * | ||||||
Timothy McCarthy (6) | 250,000 | * | ||||||
Hermano Igo Krebs (7) | 5,190,376 | 5.08 | % | |||||
Robert Hariri (8) | 379,581 | * | ||||||
Marc Mathieu(9) | 66,666 | * | ||||||
Eric Michel Dusseux | - | - | ||||||
All directors and executive officers as a group (7 persons) | 16,999,786 | 16.12 | % |
19 |
Name of Beneficial Owner | Shares of Common Stock Beneficially ,Owned | % of Beneficially | ||||||
Remi Gaston-Dreyfus (1)(2) | 1,484,001 | 28.95 | % | |||||
Andre Auberton–Herve (3) | 388,577 | 7.51 | % | |||||
Olivier Dassault | 693,963 | 13.54 | % | |||||
Celeste Management SA | 656,667 | 12.81 | % | |||||
SFP Capital | 478,017 | 9.32 | % | |||||
Eric Michel Dusseux (4) | 239,461 | 4.56 | % | |||||
Michal Prywata (1)(5) | 61,471 | 1.2 | % | |||||
Leslie N. Markow (4) | 12,344 | * | ||||||
P. Gerald Malone (4) | 24,293 | * | ||||||
Audrey Thevenon (4) | 24,293 | * | ||||||
Charles Matine (4) | 24,293 | * | ||||||
Joseph Martin (4) | 24,293 | * | ||||||
Loren Wass (4) | 1,666 | * | ||||||
All directors and executive officers as a group (10 persons) | 2,284,692 | 39.14 | % |
*
* | Less than 1% |
(1) | Such shares |
·Be, as nearly as practicable, the economic equivalent of the Common Stock as of the consummation of the Company’s going public transaction; · Have dividend entitlements and other attributes corresponding to the Common Stock; · Be exchangeable, at each holder’s option, for Common Stock; and · Upon the direction of our Board of Directors, be exchanged for Common Stock on the 10-year anniversary of the first closing of the Company’s 2015 offering, subject to applicable law, unless exchanged earlier upon the occurrence of certain events.
PROPOSAL FOR
(Proposal 2 on Proxy Card and Voting Instruction Form)
Neither MNP LLP, any of its members nor any of its associates, to the
Vote Necessary to
PROPOSAL FOR APPROVAL OF AN AMENDMENT TO OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO COMPANY FROM 500,000,000 TO 13,000,000, AND (II) PREFERRED STOCK OF THE COMPANY FROM
(Proposal 3 on Proxy Card and Voting Instruction Form)
Our Board of Directors proposes that our stockholders consider and approve an amendment (the “Amendment”) to our Amended and Restated Certificate of Incorporation, as amended, to
The following table illustrates the effect of the Amendment on the Company’s Preferred Stock based on shares authorized, issued,
Purposes of this Proposal
The The Board is not aware of any present efforts by any persons to accumulate common stock or to obtain control of the Company. The Amendment is being sought for the sole purpose of reducing the number of shares of
Although the Board believes that 13,000,000 authorized shares of Common Stock and 5,000,000 authorized shares of Preferred Stock will be sufficient for
Procedure for Effecting the Authorized Share Decrease If the Board elects to effect the Authorized Share Decrease, we will amend Section FOURTH of our Charter to replace same with substantially the following paragraph: “FOURTH: The total number of shares of all classes of stock which the Corporation shall have authority to issue is (a) 13,000,000 shares of Common Stock, $0.001 par value per share (“Common Stock”), and (b) 5,000,000 shares of Preferred Stock, $0.001 par value per share (“Preferred Stock”). Preferred Stock may be issued from time to time in one or more series and/or classes (“Series”). The Board of Directors is hereby authorized to provide for the issuance of shares of Preferred Stock in Series and, by filing a certificate pursuant to the DGCL (hereinafter, along with any similar designation relating to any other class of stock that may hereafter be authorized, referred to as a “Preferred Stock Designation”), to established from time to time one or more Series, by fixing and determining the number of shares to be included in each such Series, and to fix the designation, powers, preferences and rights of the shares of each such Series and the qualifications, limitations and restrictions thereof. The authority of the Board of Directors with respect to each Series is hereby expressly vested in it and shall include, without limiting the generality of the foregoing, determination of the following:
The Common Stock shall be subject to the express terms of the
If the Board elects to effect this Proposal Number 3, we would file the Amendment with the Delaware Secretary of State at such time as our Board has determined the appropriate effective time for the Authorized Share Decrease. Our Board may delay effecting the Authorized Share Decrease without resoliciting stockholder approval to any time within twelve months after the date stockholder approval was obtained. The Authorized Share Decrease would become effective on the date the Amendment is filed with the Delaware Secretary of State.
Discretionary Authority of the Board of Directors to Abandon the Authorized Share
Our Board reserves the right to abandon the Amendment to
Dissenters’ Rights Pursuant to the Delaware General Corporation Law, our stockholders are not entitled to dissenters’ rights with respect to the Authorized Share Decrease. Required Vote and Board Recommendation
The proposal requires the affirmative vote of the holders of a majority of the shares of Common Stock and Exchangeable Shares, voting together as a single class, outstanding and entitled to vote on the matter, either in person or by proxy, at the meeting. As a result, abstentions and broker non−votes will have the same effect as “Against” votes.The Board Of Directors recommends a voteFOR the proposal to
LEGAL PROCEEDINGS
As a result of the termination of our China joint venture and related commercial arrangements, we have been communicating with our counterparts regarding such termination. We can give no assurance that our counterparts to the China JV will not commence a litigation or other proceeding against us as a result of our termination, which We are not currently a party in any legal proceeding or
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act requires the Company’s officers and directors, and persons who beneficially own more than ten (10%) percent of a class of equity securities registered pursuant to Section 12 of the Exchange Act, to file reports of ownership and changes in ownership with the Securities and Exchange Commission and the principal exchange upon which such securities are traded or quoted. Reporting Persons are also required to furnish copies of such reports filed pursuant to Section 16(a) of the Exchange Act with the Company.
Based on our review of the copies of such forms received by us, and to the best of our knowledge, all executive officers, directors and greater than 10% stockholders filed the required reports in a timely manner in the fiscal year ended March 31,
PROPOSALS OF STOCKHOLDERS FOR PRESENTATION AT THE NEXT ANNUAL MEETING OF STOCKHOLDERS
We anticipate that the next annual meeting of stockholders will be held
In order for any proposal that is not submitted for inclusion in next year’s proxy statement (as described in the preceding paragraph) to be presented directly at next year’s annual meeting, we must receive written notice of the proposal
WHERE YOU CAN FIND MORE INFORMATION ABOUT US
As a reporting company, we are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and accordingly file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and other information with the SEC. The public may read and copy any materials filed with the SEC at their Public Reference Room at 100 F Street, N.E., Washington, DC 20549. Please call the SEC at (800) SEC-0330 for further information on the Public Reference Room. As an electronic filer, our public filings are maintained on the SEC’s Internet site that contains reports, proxy statements, and other information regarding issuers that file electronically with the SEC. The address of that website is http://www.sec.gov.
Our
“HOUSEHOLDING” OF PROXY MATERIALS
When multiple stockholders have the same address, the SEC permits companies and intermediaries, such as brokers, to deliver a single copy of certain proxy materials and the Notice of Internet Availability of Proxy Materials (the “Notice”) to them. This process is commonly referred to as “householding.” The Company does not participate in householding, but some brokers may for stockholders who do not take electronic delivery of proxy materials. If your shares are held in a brokerage account and you have received notice from your broker that it will send one copy of the Notice or proxy materials to your address, householding will continue until you are notified otherwise or instruct your broker otherwise. If, at any time, you would prefer to receive a separate copy of the Notice or proxy materials, or if you share an address with another stockholder and receive multiple copies but would prefer to receive a single copy, please notify your broker. The Company promptly will deliver to a stockholder who received one copy of the Notice or proxy materials as a result of householding a separate copy upon the stockholder’s written or oral request directed to Bionik Laboratories Corp., 483 Bay Street, N105, Toronto, Ontario Canada M5G 2C9; Telephone: (416) 640-7887
ANNUAL REPORT ON FORM 10-K
A copy of our Annual Report to the SEC on Form 10-K for the fiscal year ended March 31,
OTHER MATTERS
The Board
Appendix A
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
BIONIK LABORATORIES CORP.
Bionik Laboratories Corp. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows:
1. The name of the Corporation is Bionik Laboratories Corp. and the Corporation was originally incorporated pursuant to the DGCL on June 25, 2013.
2. That the Board of Directors of the Corporation duly adopted resolutions proposing to amend the Certificate of Incorporation of the Corporation as amended and restated to date (as amended and restated, the “Certificate of Incorporation”), declaring said amendment to be advisable and in the best interests of the Corporation and its stockholders, and authorizing the appropriate officers of the Corporation to solicit the consent of the stockholders therefor, which proposed amendment is as follows:
The Common Stock shall be subject to the express terms of the Preferred Stock and any Series thereof. Each share of Common Stock shall be equal to each other share of Common Stock. Except as may be provided in these Amended and Restated Certificate of Incorporation or in a Preferred Stock Designation, the holders of shares of Common Stock shall be entitled to one vote for each such share upon all matters presented to the stockholders.
3. That the foregoing amendment was approved by the holders of the requisite number of shares of the Corporation in accordance with Section 242 of the DGCL.
4. That the foregoing amendment shall be effective as of [_____], 201[_].
IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this ___ day of _______, 201__.
BIONIK LABORATORIES CORP. Annual Meeting of Stockholders October 5, 2020 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders BIONIK LABORATORIES CORP. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned, revoking all prior proxies, hereby appoints Eric Dusseux and Leslie Markow, and each of them, with full power of substitution, as proxy to represent and vote all shares of Common Stock, par value $0.001 per share, of Bionik Laboratories Corp. (the “Company”), which the undersigned will be entitled to vote if personally present at the Annual Meeting of the Stockholders of the Company for the fiscal year ending March 31, 2021 to be held on October 5, 2020, at 9:00 a.m., Eastern time, or any adjournment or postponement thereof, at 483 Bay Street, N105, Toronto, Ontario, Canada M5G 2C9, upon matters set forth in the Notice of Annual Meeting and Proxy Statement for the Annual Meeting of Stockholders dated September [__], 2020, a copy of which has been received by the undersigned. Each share of Common Stock is entitled to one vote. The proxies are further authorized to vote, in their discretion, upon such other business as may properly come before the meeting. When properly executed, this proxy will be voted in the manner directed herein by the undersigned stockholder. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED “FOR” EACH OF THE INDIVIDUALS NOMINATED TO BE A DIRECTOR, “FOR” PROPOSAL 2, “FOR” PROPOSAL 3, AND IN ACCORDANCE WITH THE JUDGEMENT OF THE PERSONS NAMED AS PROXIES IN THE FORM OF PROXY ON SUCH OTHER BUSINESS OR MATTERS WHICH MAY PROPERLY COME BEFORE THE ANNUAL MEETING. Please check here if you plan to attend the Annual Meeting of Stockholders on October 5, 2020 at 9:00 a.m. (ET). PLEASE INDICATE YOUR VOTE ON THE REVERSE SIDE (Continued and to be signed on Reverse Side)
NOTICE TO HOLDERS OF EXCHANGEABLE SHARES
Annual Meeting of Stockholders of Bionik Laboratories Corp. to be held on
Our records show that you hold Exchangeable Shares of Bionik Laboratories Inc., a Canadian company and an indirect subsidiary of Bionik Laboratories Corp. The Exchangeable Shares provide you with economic and voting rights that are, as nearly as practicable, equivalent to those of holders of shares of
(1) To elect eight directors to serve until the next annual meeting of stockholders and until their successors are elected and qualified;
(2) To ratify the appointment of MNP LLP as independent registered public accounting firm for the fiscal year ending March 31, 2021;
(3) To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to decrease the authorized number of shares of (i) common stock of the Company from 500,000,000 to 13,000,000, and (ii) preferred stock of the Company from 10,000,000 to 5,000,000; and
(3) To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
At the Annual Meeting you will have voting rights, based on the number of Exchangeable Shares you hold. You are permitted to instruct Computershare Trust Company of Canada, the Trustee under a Voting and Exchange Trust Agreement as to how the Trustee is to vote your Exchangeable Shares at the Annual Meeting. If you do not give voting instructions, the Trustee will not be entitled to exercise the voting rights attached to your Exchangeable Shares. Alternatively, you may instruct the Trustee to give you or a person designated by you a proxy to exercise personally the voting rights attached to your Exchangeable Shares. To instruct the Trustee as to how you wish to exercise your voting rights, you must complete, sign, date and return the enclosed Voting Instruction Form to the Trustee by 5:00 p.m., Eastern time, on
You have the right to revoke any instructions to the Trustee by giving written notice of revocation to the Trustee or by executing and delivering to the Trustee a later-dated Voting Instruction Form. No notice of revocation or later-dated Voting Instruction Form, however, will be effective unless received by the Trustee prior to 5:00 p.m., Eastern time, on
Whether or not you plan to attend the Annual Meeting, please sign, date and return the Voting Instruction Form in the envelope provided in order to ensure that your Exchangeable Shares will be represented at the Annual Meeting.
Only registered holders of Exchangeable Shares are permitted to instruct the Trustee as to how to vote their Exchangeable Shares at the Annual Meeting or to attend and vote at the Annual Meeting in person or by proxy as described above. You may be a beneficial owner of Exchangeable Shares (a “Non-Registered Holder”) if your Exchangeable Shares are registered either:
Bionik Laboratories Corp. has distributed copies of the Notice of Meeting, the Proxy Statement and this Notice to Exchangeable Shareholders (collectively, the “meeting materials”) to Intermediaries who are required to forward these meeting materials to Non-Registered Holders unless a Non-Registered Holder has waived the right to receive them. If you are a Non-Registered Holder who has not waived the right to receive meeting materials you will be given either:
The purpose of these procedures is to permit you, as a Non-Registered Holder, to direct the voting of the Exchangeable Shares you beneficially own or to attend and vote at the Annual Meeting, in person or by proxy. A Non-Registered Holder generally may revoke a voting instruction form given to an Intermediary by providing written notice to the Intermediary in a reasonable time period prior to the Annual Meeting. Non-Registered Holders should carefully follow the instructions of their Intermediaries and their service companies and contact their Intermediaries promptly if they need assistance.
VOTING INSTRUCTION FORM
Annual Meeting of Stockholders of Bionik Laboratories Corp. to be held on
VIF’s submitted must be received by 5:00 p.m. Toronto Time On
You must return this VIF by mail in the envelope provided to you to the following address:
Computershare Trust Company of Canada Attention: Lisa M. Kudo and Raji Sivalingam 11th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1
Voting by internet or telephone are not available, and unless your VIF is received by the Trustee by the time and date stated above, the Exchangeable Shares you hold, or that are held on your behalf, will not be voted.
Appointment of Proxyholder
As my/our appointee to attend, act and to vote in accordance with the following direction and on all other matters that may properly come before the Annual Meeting of Stockholders of Bionik Laboratories Corp. to be held at 483 Bay Street, N105, Toronto, Ontario, Canada M5G 2C9 on
Executed proxies that contain no instructions will be votedFOReach of the individuals nominated to be a director,FOR
IMPORTANT NOTE: IF NO DIRECTION IS MADE, FOR, OR AGAINST, OR ABSTAIN, THE HOLDER’S EXCHANGEABLE SHARES WILL NOT BE VOTED.
¨ Please mark your votes as in this example using dark ink only.
1. The election of the following nominees to the Company’s Board of Directors to serve until the
INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark “WITHHOLD AUTHORITY” and check the box next to each nominee you wish to withhold authority.
2. The ratification of MNP, LLP as the Company’s independent public accountants for the fiscal year ending March 31, 2021.
3. The approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to decrease the authorized number of shares of (i) common stock of the Company from 500,000,000 to 13,000,000, and (ii) preferred stock of the Company from 10,000,000 to 5,000,000
|