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


          Off-Balance Sheet Arrangement of a Registrant




Private Offering

On June 13, 2023, Bionik Laboratories Corp. (the "Company") launched a new private offering (the "Private Offering") of its convertible promissory notes (the "Notes") of up to $2,000,000, with an initial subscription of $220,000 from an affiliate of the Company's Chairman, Andre-Jacques Auberton-Herve (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 Note 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 June 1, 2024 (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 $0.60
      per share.



   •  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 shares of common stock
      at a conversion price equal to the lesser of (a) the issue price per share
      in the Qualified Financing and (b) $0.60 per share.

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 form of Subscription Agreement and the form of Note, which are included as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.





Director Notes

On June 14, 2023, Audrey Frederique Thevenon, and on June 16, 2023, Joseph Martin, each a director of the Company, agreed to convert $108,333 of accrued director fees due and owing to each of them (the "Accrued Director Fees"), into a promissory note (each, "Director Note").

Each Director 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 earlier of (a) the 10-year anniversary of the issue date, (b) such date that the Company generates at least $10 million in annual revenues and (c) the consummation of an equity or equity linked round of financing of the Company for cash proceeds of no less than $10 million (the "Maturity Date"). Each Director Note may be prepaid by the Company in whole or in part, without need for the consent of the holder.

Each Director 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 Director Note.

Each Director Note provides for a general release of the Company with respect to the Accrued Director Fees, subject to the Company's compliance with the terms of the Director Note and other limitations.

The foregoing is a brief description of each Director Note and the terms of each Director Note and is qualified in its entirety by reference to the full text of the Director Note, a form of which is included as Exhibit 10.3 to this Current Report on Form 8-K and 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.

As a result of the Offering, the principal and accrued interest under the Company's outstanding convertible promissory notes (the "Outstanding Notes"), converted into an aggregate of 4,083,544 shares of the Company's common stock, in accordance with the terms of the Outstanding Notes. Of such shares, 3,102,878 were issued to an affiliate of Remi Gaston-Dreyfus, a director of the Company, 186,111 were issued to an affiliate of the Company's Chairman, Andre-Jacques Auberton-Herve, and 794,554 were issued to two existing stockholders. Such shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, Section 3(a)(9) of the Securities Act and/or Regulation S under the Securities Act.




Item 8.01 Other Events.

The Company's Board of Directors and management have commenced, and are continuing to explore, certain cost-cutting measures to maximize available resources while it seeks to raise capital through the Private Offering and increase revenues. In addition to entering into the Director Notes and repaying certain accrued directors fees through the issuance of shares in lieu thereof, this may ultimately include some or all of the following:

· Concentrate its available resources on selling its InMotion devices and


   supporting technology to large, national accounts and through overseas
   distributors, while suspending sales initiatives to multiple single or smaller
   purchasers. The cost of sales to single and smaller purchasers is
   disproportionately larger than to large accounts or through distributor
   relationships.

· Concentrate on the growth of its, and continue acquisitions of, neuro recovery

centers, as funds allow, which the Company believes can accelerate revenue

growth faster than by sales of InMotion devices alone.

· Consider decreasing the size of the Board of Directors from its current size of

seven, with voluntary resignations of one or more directors.

· Significantly reduce the Company's Watertown, Massachusetts facility space.

· Reduce employee headcount to focus on core services and support, with

corresponding reduced costs.

· Consider ways to decrease public company expenses, including possibly "going


   dark" by suspending its obligations to file its current and periodic reports
   required by Sections l3(a) and 15(d) of the Securities Exchange Act of 1934, as
   amended, pursuant to Rule l2h-3 promulgated thereunder.

· Pausing the Company's investor relations and public relations strategies.

In addition, the Company will continue to consider other ways to maximize shareholder value, including but not limited to sale of the Company or its assets, or restructuring or reorganization, among other alternatives.

The Company expects that any savings generated from such cost-reduction activities as are ultimately adopted, along with any projected capital raise through the Private Offering, would enable the Company to continue operations while the Company continues to seek new sources of financings to stabilize its finances and operations.

Item 9.01 Financial Statements and Exhibits.






Exhibit    Description
  10.1       Form of Subscription Agreement
  10.2       Form of Convertible Promissory Note
  10.3       Form of Promissory Note
104        Cover Page Interactive Data File (embedded within the Inline XBRL document)

© Edgar Online, source Glimpses