The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
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CUSIP No.
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09074A109
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1.
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Names of Reporting Person:
SFP Capital
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2.
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Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
o
(b)
o
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions):
PF
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5.
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Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
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o
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6.
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Citizenship or Place of Organization:
France
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7.
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Sole Voting Power:
25,402,236 (see Item 5)
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8.
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Shared Voting Power:
None
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9.
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Sole Dispositive Power:
25,402,236 (see Item 5)
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10.
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Shared Dispositive Power:
None
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11.
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Aggregate Amount Beneficially Owned by Each Reporting
Person:
25,402,236
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions):
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o
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13.
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Percent of Class Represented by Amount in Row (11):
6.49%
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14.
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Type of Reporting Person (See Instructions):
OO
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Item 1. Security and Issuer
This statement on Schedule 13D (this
“Statement”) relates to the issued and outstanding shares of common stock, par value $0.001 per share (the “Company
Common Stock”), of Bionik Laboratories Corp., a Delaware corporation (the “Company”). The principal executive
offices of the Company are located at 483 Bay Street, N105, Toronto, Ontario M5G 2C9.
Item 2. Identity and Background
This Statement is filed pursuant to
Rule 13d-1 under the Securities Exchange Act of 1934, as amended, by SFP Capital, a company organized under the laws of France
(the “Reporting Persons”). The address of the principal office of the Reporting Person is 46 rue Pierre Charron, F-75008
Paris, France. The principal business of the Reporting Person is a private investment company.
The Reporting Person has not, during
the past five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii)
been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction where as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject
to federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of
Funds or Other Consideration
In June 2018, the Reporting Person
had subscribed for a convertible promissory note (the “Note”) issued by the Company and pursuant thereto loaned to
the Company an aggregate amount of approximately $362,673 (the “Loan”). On July 20, 2018, the Note issued to the Reporting
Person converted in accordance with its terms (the “Conversion”) into 7,923,244 shares of the Company’s common
stock.
Item 4. Purpose of Transaction
The Reporting Person acquired beneficial
ownership of the securities of the Company for investment purposes only and with no view to their resale or other distribution
of any kind. The Reporting Person may make further debt and/or equity investments in the Company pursuant to future private and/or
public offerings by the Company.
The Conversion described herein was
effected in connection with a larger overall transaction of the Company in which the Company converted convertible promissory notes
into an aggregate of 102,509,278 shares of Company Common Stock (which includes the shares issued in the Conversion described herein;
the “Note Conversion”), which number of Shares was preliminarily determined on July 24, 2018, of which an aggregate
of 94,272,393 shares were issued on July 26, 2018, and 8,236,885 shares were issued on August 8, 2018. The Company has not yet
definitively determined the final conversion price, and if, upon such definitive determination, the Company is required to issue
additional shares of Company Common Stock to the Reporting Person, the Reporting Person will file an amended Schedule 13D. The
Note Conversion resulted in an increase in the Company’s issued and outstanding shares of Company Common Stock and exchangeable
shares (which vote with the Company Common Stock as a single class and convert into Company Common Stock on a 1-for-1 basis at
the option of the holder) to 391,655,118 shares.
Except
as set forth above, the Reporting Person does not have any present plans which relate to or would result in:
(a) The acquisition by any person of
additional securities of the Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction,
such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material
amount of assets of the Issuer or any of its subsidiaries;
(d) Any change in the present board
of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill
any existing vacancies on the board;
(e) Any material change in the present
capitalization or dividend policy of the Issuer;
(f) Any other material change in the
issuer’s business or corporate structure including but not limited to, if the Issuer is a registered closed-end investment
company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the
Investment Company Act of 1940;
(g) Changes in the Issuer’s charter,
bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person;
(h) Causing a class of securities of
the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association;
(i) A class of equity securities of
the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those
enumerated above.
Reference is made to Item 3 herein
and hereby is incorporated by reference.
Item 5. Interest in Securities
of the Issuer
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(a)
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The information relating
to the beneficial ownership by the Reporting Person set forth in Rows 7 through 13 of the cover page hereto is incorporated herein
by reference. The percentage set forth in Row 13 of the cover page filed herewith was calculated based on
391,655,118
shares
of Common Stock, on an as converted basis, outstanding as of August 8, 2018.
The percentage of ownership reported in this Item 5 was calculated
in accordance with Rule 13d-3(d)(1)(i) promulgated under the Securities Exchange Act of 1934, as amended.
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(b)
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The Reporting Person has sole voting and dispositive power with respect to the shares of common stock owned by it.
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(c)
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Except as described herein, the Reporting Person has not effected any transaction in the Company’s securities in the past 60 days.
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(d) and (e)
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Not applicable
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Item 6. Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer
Reference
is made to Items 3 and 4 herein and hereby is incorporated by reference.
Item 7.
Material to be Filed as Exhibits
Not Applicable.
SIGNATURES
After reasonable
inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is
true, complete and correct.
Date: August 9, 2018
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SFP Capital
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By:
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/s/ Michel Cicurel
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Name:
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Michel Cicurel
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Title:
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President
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