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


          Off-Balance Sheet Arrangement of a Registrant

On April 20, 2023, Bionik Laboratories Corp. (the "Company") issued a convertible promissory note (the "Note") and borrowed $250,000 (the "Loan") from an existing stockholder 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.

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
104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document)

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