Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an


           Off-Balance Sheet Arrangement of a Registrant

On February 16, 2023, Bionik Laboratories Corp. (the "Company") issued a convertible promissory note (the "Note") and borrowed $500,000 (the "Loan") from an affiliate of Remi Gaston-Dreyfus, a director of the Company (the "Holder"). The Holder subscribed to the Note pursuant to a Subscription Agreement (the "Subscription Agreement").

The Company intends to use the net proceeds from the Loan for the Company's working capital and general corporate purposes.

The Note bears interest at a fixed rate of 1% per month, computed based on a 360-day year of twelve 30-day months and will be payable, along with the principal amount, on the two year anniversary of the issue date (the "Maturity Date").

The Note will be convertible into equity of the Company upon the following events on the following terms:

• On the Maturity Date without any action on the part of the Holder, the


   outstanding principal and accrued and unpaid interest under the Note will be
   converted into shares of common stock at a conversion price equal to the
   closing price of the Company's common stock on the Maturity Date.

• Upon the consummation of the next equity or equity linked round of financing of


   the Company for cash proceeds (the "Qualified Financing"), without any action
   on the part of the Holder, the outstanding principal and accrued and unpaid
   interest under the Note will be converted into the securities (or units of
   securities if more than one security are sold as a unit) issued by the Company
   in one or more tranches in the context of the Qualified Financing, based upon
   the issuance (or conversion) price of such securities.

The Note contains customary events of default, which, if uncured, entitle the Holder to accelerate the due date of the unpaid principal amount of, and all accrued and unpaid interest on, the Note.

The foregoing is a brief description of the subscription of the Note and the terms of the Note and is qualified in its entirety by reference to the full text of the Subscription Agreement and the Note, copies of which are attached to this Current Report on Form 8-K as Exhibits 10.1 and 10.2, respectively, and which are incorporated herein by reference.




  Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth above in Item 2.03 of this Current Report on Form 8-K relating to the issuance of the Note is incorporated by reference herein. The Note and, unless subsequently registered, the shares underlying the Note, will be issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), Regulation D promulgated thereunder and/or Regulation S under the Securities Act.

Item 9.01 Financial Statements and Exhibits.






Exhibit    Description
  10.1       Subscription Agreement dated February 16, 2023
  10.2       Convertible promissory Note dated February 16, 2023
104        Cover Page Interactive Data File (embedded within the Inline XBRL document)

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