UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT Pursuant

to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): March 8, 2018

 

Bionik Laboratories Corp.

 

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware   000-54717   27-1340346

(State or Other Jurisdiction of

Incorporation or Organization)

  (Commission File Number)   (IRS Employer Identification No.)

 

483 Bay Street, N105

Toronto, ON

 

 

M5G 2C9

(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (416) 640-7887

 

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 1.01 Entry Into A Material Agreement.

 

As previously disclosed by Bionik Laboratories Corp. (the “Company”) in its Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 11, 2017, the Company and Peter Bloch, the Company’s former chief executive officer, entered into a separation agreement, dated September 1, 2017 (the “Separation Agreement”). Effective as of March 13, 2018, the Company and Mr. Bloch entered into an Amended Separation Agreement (the “Amendment”).

 

The following is a brief description of the terms and conditions of the Amendment:

 

(i)       Mr. Bloch shall be paid all severance amounts and past due bonuses owed under section 5.4 of his employment agreement and the corresponding sections of the Separation Agreement, in the total aggregate amount of US$784,874.94, over 12 months from February 2018 to January 2019, pursuant to the terms as set forth in the Amendment.

 

(ii)       Mr. Bloch’s was paid his consulting fee of US$15,000 plus refundable Canadian harmonized sales tax for the period of November 16, 2017 to November 30, 2017 upon the signing of the Amendment.

 

(iii)      Mr. Bloch shall be entitled to participate in the Company’s group benefit plan for 18 months from January 2018 through June 2019. Additionally, Mr. Bloch’s Health Spending Account will continue to the end of 2018 in full at $750 and shall be payable in December 2018, and thereafter shall be prorated to $375 in 2019 and payable in June 2019.

 

(iv)      Both Mr. Bloch and the Company shall contribute 5% into the Company’s RRSP matching program, pursuant to the terms as set forth in the Amendment.

 

(v)       The permissible exercise term for all Mr. Bloch’s stock options shall be 2 years from the date he leaves the Company as a consultant.

 

The foregoing is a brief description of the terms of the Amendment and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

The information set forth in Item 2.03 is incorporated by reference into this Item 1.01.

 

Item 1.02 Termination of Material Definitive Agreement.

 

The information set forth in Item 2.03 concerning the termination of the Original $500K Note (as defined below) is incorporated by reference into this Item 1.02.

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

 

Between March 8, 2018 and March 14, 2018, an investor (the “Lender”) of the Company, who is an affiliate of Remi Gaston Dreyfus, a director of the Company, subscribed for convertible promissory notes (the “$300K Notes”) and loaned to the Company an aggregate of $300,000 (the “$300K Loans”). The $300K Loans represent additional tranches borrowed pursuant to an up to $14,000,000 convertible note offering (the “Offering”), for total borrowed principal through March 14, 2018 of approximately $2,606,000 (which amount includes the $500K Loan as defined below).

 

The Company intends to use the net proceeds from the $300K Loans for the Company’s working capital and general corporate purposes.

 

As previously disclosed by the Company on February 5, 2018, the Lender loaned $500,000 (the “$500K Loan”, and together with the $300K Loans, the “Loans”) to the Company evidenced by a promissory note, dated February 2, 2018 (the “Original $500K Note”). As of March 12, 2018, the Company and the Investor entered into an exchange agreement (the “Exchange Agreement”), whereby the Original $500K Note was terminated and exchanged for a convertible promissory note for the same principal amount and issued pursuant to the terms of the Offering with an issue date as of February 2, 2018 (the “New $500K Note”, and together with the $300K Notes, the “Notes”). The foregoing is a brief description of the terms of the Exchange Agreement and is qualified in its entirety by reference to the full text of the Exchange Agreement, a copy of which is included as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

 

 

 

 

The Loans bear interest at a fixed rate of 3% per month, beginning on the Issue Date (as defined in the Notes). Interest will be 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) March 31, 2018 and (b) the consummation of a Qualified Financing (as defined in the Notes) (the “Maturity Date”).

 

The Notes 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 Lender, the outstanding principal and accrued and unpaid interest under the Notes will be converted into shares of New Round Stock (as defined in the Notes) based upon a fifteen percent (15%) discount to the lesser of (i) (A) the VWAP (as defined in the Notes) average of the last 30 days ending on the closing of the Qualified Financing (or, in the event of multiple closings, the lowest VWAP average of the last 30 days ending on each closing of a Qualified Financing) in the event of a Maturity Date referred to in clause (b) of the definition thereof, or (B) the VWAP average of the last 30 days before the Maturity Date in the event of a Maturity Date referred to in clause (a) of the definition thereof, and (ii) $0.18.

 

· Upon a Change of Control transaction (as defined in the Notes) prior to the Maturity Date, the (a) outstanding principal and (b) accrued and unpaid interest under the Notes would, at the election of the holders of a majority of the outstanding principal of the notes, be either (i) payable upon demand as of the closing of such Change of Control transaction or (ii) convertible into shares of the Company’s common stock immediately prior to such Change of Control transaction at a price per share equal to the lesser of (A) the VWAP average of the last 30 days before the date of consummation of the Change of Control, or (B) the per share consideration to be received by the holders of the Company’s common stock in such Change of Control transaction.

 

The Notes contain customary events of default, which, if uncured, entitle the Lender to accelerate the due date of the unpaid principal amount of, and all accrued and unpaid interest on, its Notes.

 

The foregoing is a brief description of the terms of the Notes and is qualified in its entirety by reference to the full text of the Notes, a form of which is included as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2017, filed with the Securities and Exchange Commission on February 13, 2018, and is incorporated herein by reference.

 

On March 14, 2018, the Lender loaned an additional $400,000 to the Company (the “$400K Loan”) pursuant to the terms of a Promissory Note, dated March 14, 2018 (the “$400K Note”). The $400K Note bears interest at a fixed rate of 3% per month, beginning on the Issue Date (as defined in the $400K Note). Interest will be 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: (i) March 31, 2018 and (ii) the date of receipt of an aggregate of $7,000,000 in loan proceeds to the Company from the sale of convertible promissory notes. The $400K Note contains customary events of default, which, if uncured, entitle the holder of the $400K Note to accelerate the due date of the unpaid principal amount of, and all accrued and unpaid interest on, the $400K Note. The foregoing is a brief description of the terms of the $400K Note and is qualified in its entirety by reference to the full text of the $400K Note, a copy of which is attached as Exhibit 10.3 to this Current Report on Form 8-K, and is incorporated herein by reference.

 

The Company intends to use the net proceeds from the $400K Loan for the Company’s working capital and general corporate purposes.

 

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 Notes is incorporated by reference herein. The Notes and, unless subsequently registered, the shares underlying the Notes, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

The information set forth in Item 1.01 is incorporated by reference into this Item 5.02.

 

 

 

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit   Description
10.1   Amended Separation Agreement, effective as of March 13, 2018, by and between the Company and Peter Bloch
10.2   Exchange Agreement, dated as of March 12, 2018
10.3   Promissory Note, dated March 14, 2018

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date: March 14, 2018

 

  BIONIK LABORATORIES CORP.
     
  By: /s/ Leslie Markow
  Name: Leslie Markow
  Title: Chief Financial Officer

 

 

 

Exhibit 10.1

 

AMENDED SEPARATION AGREEMENT

BETWEEN:

BIONIK LABORATORIES CORP.

(“Bionik”)

and

PETER BLOCH

(“Mr. Bloch”)

 

Mr. Bloch and Bionik agree on a revision to Mr. Bloch’s terms of separation from Bionik (pursuant to that certain Agreement between Bionik and Mr. Bloch effective as of September 1, 2017; the “Separation Agreement”) as follows:

 

1. Amounts payable to Mr. Bloch pursuant to section 5.4 of his July 7, 2014 employment agreement and the corresponding section(s) of the Separation Agreement, which includes severance and all past-due bonuses, as of the date hereof equals US$784,874.94, will be paid as follows and pursuant to the attached Excel spreadsheet:
a. The amount owing will be paid out over 12 months from February 2018 to January 2019.
b. Equal bi-monthly payments will be made from March 2018 through November 2018 of US$29,350.96 (US$58,701.92 per month) paid twice a month subject to statutory tax withholdings.
c. No payment will be made in December 2018, with a double payment of US$117,403.85 subject to statutory tax withholdings being made in January 2019, in 2 equal installments.
d. The payment of US$117,403.85 (US$58,701.92 for each of January and February 2018) payable subject to statutory tax withholdings will paid on signing of this agreement.
2. Mr. Bloch’s consulting fee of US$15,000 plus refundable HST for the period of November 16 to November 30, 2017, is payable on signing of this contract.
3. Bionik Group benefit plan (provided through GWL), will continue on a monthly basis for 18 months from January 2018 through to June 2019. Health Spending Account (HSA) will continue to the end of 2018 in full at $750 and payable in December 2018, and prorated to $375 in 2019 and payable in June 2019. Receipts for HSA continue to be required.
4. RRSP matching program. Both Mr. Bloch and Bionik will contribute 5% in to the RRSP matching program, the following will apply:

i.       Amounts will be withheld in accordance with then-current payroll practices and, along with Bionik matching amounts, will be directed to existing RRSP account.

ii.      If and when the maximum RRSP contribution for 2018 and 2019 have been made (from a combination of Mr. Bloch’s up to 5% contribution and Bionik’s matching contribution), the remaining amount of the Company’s match, if any, will be paid out on a monthly basis to the existing investment account

 

5. The permissible terms for the exercise of all Mr. Bloch’s stock options shall be 2 years from the date that he leaves Bionik as a consultant, as stated in the Separation Agreement dated August 9, 2017.

 

 

 

 

The parties acknowledge and agree that the amounts described above are the only amounts due and owing to Mr. Bloch by Bionik, and no other amounts are due or owing to Mr. Bloch from Bionik pursuant to the terms of his employment agreement, the Separation Agreement or otherwise.

 

The terms of the above revised agreement are only effective if this agreement is signed and executed by all parties by March 15, 2018.

 

In the event that Bionik breaches any of the payment terms set forth herein and in the attached spreadsheet (subject to a 10 day period to cure any such breach after notice by Mr. Bloch), all monies shall become immediately due and owing, which Bionik shall pay to Mr. Bloch by certified cheque within 5 business days.

 

March 10, 2018   March 13, 2018  
Date   Date  
       
/s/ Peter Bloch   /s/ Eric Dusseux  
Peter Bloch   Eric Dusseux, CEO  
    Bionik Laboratories Corp.  

 

 

 

Exhibit 10.2

 

EXCHANGE AGREEMENT

 

THIS EXCHANGE AGREEMENT (this “ Agreement ”) is dated as of the 12 th day of March, 2018 (the “Effective Date”), by and between Bionik Laboratories Corp., a Delaware corporation (the “ Company ”), and RGD Investissements S.A.S (the “ Holder ”).

 

WHEREAS, the Holder beneficially owns and holds that certain Promissory Note, dated as of February 2, 2018, issued by the Company, in the principal amount of $500,000 (the “$ 500K Note ”); and

 

WHEREAS, the Holder desires to exchange the $500K Note for one of the Company’s Convertible Promissory Notes (the “ Exchange Security ”) pursuant to the Company’s convertible note offering of up to $14,000,000 (the “ Offering ”), and the Company desires to issue the Exchange Security in exchange for the $500K Note, all on the terms and conditions set forth in this Agreement.

 

NOW, THEREFORE, in consideration of the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Holders hereby agree as follows:

 

Section 1. Exchange . On the Effective Date, subject to and upon the terms and conditions set forth in this Agreement, the Holder shall surrender to the Company the $500K Note and all of the rights, covenants, agreements and obligations set forth therein or contemplated thereby, including but not limited to any interest accrued and unpaid on the principal amount of the $500K Note (“Collectively, the “ Rights ”), and, in exchange therefore, the Company shall issue to the Holder the Exchange Security, with an issue date as of February 2, 2018. The Exchange Security shall be substantially the same as the convertible promissory notes issued by the Company pursuant to the Offering. Upon the Effective Date, the Holder will not have any interest or title in or to the $500K Note or the Rights.

 

Section 2. Ownership and Interest . The Holder is the record and beneficial owner of the $500K Note and the Rights, free and clear of all liens, charges, pledges, security interests, claims, mortgages, options, encumbrances, rights of first refusal, conditions, covenants, and other restrictions (other than any restrictions under the Securities Act of 1933, as amended, or state securities laws).

 

Section 3. Applicable Law . This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware without regard to its conflict of law rules.

 

Section 4. Counterparts . This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile signature.

 

Section 5. Headings . The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

 

 

 

 

Section 6. Severability . If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.

 

Section 7. Entire Agreement; Amendments . This Agreement and the Exchange Security supersede all other prior oral or written agreements between the Holder, the Company, their affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Holder makes any representation, warranty, covenant or undertaking with respect to such matters; provided, however, that all representations and warranties contained in that certain Subscription Agreement, dated as of March 8, 2018, shall be incorporated herein. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the Holder. No provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought.

 

Section 8. Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. The Holder may not assign any of its rights hereunder without the prior written consent of the Company.

 

Section 9. No Third Party Beneficiaries . This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

 

Section 10. Further Assurances . Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

 

[Signature Pages Follow]

 

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IN WITNESS WHEREOF, the parties have executed this Exchange Agreement as of the date first written above.

 

  BIONIK LABORATORIES CORP.  
       
  By: /s/ Eric Dusseux  
  Name: Eric Dusseux  
  Title: CEO  
       
  RGD INVESTISSEMENTS S.A.S  
       
  By: /s/ Remi Gaston-Dreyfus  
  Name: Remi Gaston-Dreyfus  
  Title: CEO  

 

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Exhibit 10.3

 

BIONIK LABORATORIES CORP.

 

PROMISSORY NOTE

 

Principal Amount: US$400,000.00 Issue Date: March 14, 2018

 

Bionik Laboratories Corp. , a Delaware corporation (the “Company” ), for value received, hereby promises to pay to RGD Investissements S.A.S. or its permitted assigns or successors (the “Holder” ), the principal amount of Four Hundred Thousand Dollars (US$400,000.00) (the “Principal Amount” ), without demand, on the Maturity Date (as hereinafter defined), together with any accrued and unpaid interest due thereon. This Note shall bear interest at a fixed rate of 3% per month, beginning on the Issue Date. Interest shall be computed based on a 360-day year of twelve 30-day months and shall be payable, along with the Principal Amount, on the Maturity Date. Payment of all principal and interest due shall be in such coin or currency of the United States of America as shall be legal tender for the payment of public and private debts at the time of payment.

 

1.            Definitions.

 

1.1            Definitions. The terms defined in this Section 1 whenever used in this Note shall have the respective meanings hereinafter specified.

 

“Event of Default” shall have the meaning set forth in Section 4.1 .

 

“Holder” or “Holders” means the Person named above or any Person who shall thereafter become a recordholder of this Note in accordance with the terms hereof.

 

“Issue Date” means the issue date stated above.

 

“Maturity Date” shall mean the earlier of (i) March 31, 2018 and (ii) the date of receipt of an aggregate of $7,000,000 in loan proceeds to the Company from the sale of a convertible promissory note to a new investor to be agreed to by the Company and the Holder.

 

“Note” means this Note, as amended, modified or restated.

 

“Person” means an individual, corporation, partnership, limited liability company, association, trust, joint venture, unincorporated organization or any government, governmental department or agency or political subdivision thereof.

 

2.            GENERAL PROVISIONS.

 

2.1            Loss, Theft, Destruction of Note. Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Note and, in the case of any such loss, theft or destruction, upon receipt of indemnity or security reasonably satisfactory to the Company, or, in the case of any such mutilation, upon surrender and cancellation of this Note, the Company will make and deliver, in lieu of such lost, stolen, destroyed or mutilated Note, a new Note of like tenor and unpaid principal amount dated as of the date hereof. This Note shall be held and owned upon the express condition that the provisions of this Section 2.1 are exclusive with respect to the replacement of a mutilated, destroyed, lost or stolen Note and shall preclude any and all other rights and remedies notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement of negotiable instruments or other securities without their surrender.

 

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2.2           Prepayment. This Note may be prepaid by the Company in whole or in part.

 

3.           STATUS; RESTRICTIONS ON TRANSFER.

 

3.1           Status of Note. This Note is a direct, general and unconditional obligation of the Company, and constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity. This Note does not confer upon the Holder any right to vote or to consent or to receive notice as a stockholder of the Company, as such, in respect of any matters whatsoever, or any other rights or liabilities as a stockholder.

 

3.2          COVENANTS. In addition to the other covenants and agreements of the Company set forth in this Note, the Company covenants and agrees that so long as this Note shall be outstanding, if any one or more events occur which constitute or which, with the giving of notice or the lapse of time or both, would constitute an Event of Default or if the Holder shall demand payment or take any other action permitted upon the occurrence of any such Event of Default, the Company will forthwith give notice to the Holder, specifying the nature and status of the Event of Default or other event or of such demand or action, as the case may be.

 

4.           REMEDIES.

 

4.1           Events of Default. “Event of Default” wherever used herein means any one of the following events:

 

(a)           Default in the due and punctual payment of the principal of, or any other amount owing in respect of (including interest), this Note when and as the same shall become due and payable;

 

(b)           Default in the performance or observance of any covenant or agreement of the Company in this Note (other than a covenant or agreement a default in the performance of which is specifically provided for elsewhere in this Section 4.1 ), and the continuance of such default for a period of 10 days after there has been given to the Company by the Holder a written notice specifying such default and requiring it to be remedied;

 

(c)           The entry of a decree or order by a court having jurisdiction adjudging the Company as bankrupt or insolvent; or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under the Federal Bankruptcy Code or any other applicable federal or state law, or appointing a receiver, liquidator, assignee, trustee or sequestrator (or other similar official) of the Company or of any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 calendar days;

 

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(d)           The institution by the Company of proceedings to be adjudicated as bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under the Federal Bankruptcy Code or any other applicable federal or state law, or the consent by it to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee or sequestrator (or other similar official) of the Company or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors;

 

(e)           The Company seeks the appointment of a statutory manager or proposes in writing or makes a general assignment or an arrangement or composition with or for the benefit of its creditors or any group or class thereof or files a petition for suspension of payments or other relief of debtors or a moratorium or statutory management is agreed or declared in respect of or affecting all or any material part of the indebtedness of the Company; or

 

(f)           It becomes unlawful for the Company to perform or comply with its obligations under this Note.

 

4.2           Effects of Default. If an Event of Default occurs and is continuing, then and in every such case the Holder may declare this Note to be due and payable immediately, by a notice in writing to the Company, and upon any such declaration, the Company shall pay to the Holder the outstanding principal amount of this Note plus all accrued and unpaid interest through the date the Note is paid in full.

 

4.3           Remedies Not Waived; Exercise of Remedies. No course of dealing between the Company and the Holder or any delay in exercising any rights hereunder shall operate as a waiver by the Holder. No failure or delay by the Holder in exercising any right, power or privilege under this Note shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

 

5.           MISCELLANEOUS.

 

5.1           Severability. If any provision of this Note shall be held to be invalid or unenforceable, in whole or in part, neither the validity nor the enforceability of the remainder hereof shall in any way be affected.

 

5.2           Notice. Where this Note provides for notice of any event, such notice shall be given (unless otherwise herein expressly provided) in writing and either (a) delivered personally, (b) sent by certified, registered or express mail, postage prepaid or (c) sent by facsimile or other electronic transmission, and shall be deemed given when so delivered personally, sent by facsimile or other electronic transmission (confirmed in writing) or mailed. Notices shall be addressed, if to Holder, to its address as provided in the books and records of the Company or, if to the Company, to its principal office.

 

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5.3            Governing Law. This Note shall be governed by, and construed in accordance with, the laws of the State of Delaware (without giving effect to any conflicts or choice of law provisions that would cause the application of the domestic substantive laws of any other jurisdiction).

 

5.4            Forum. The Holder and the Company hereby agree that any dispute which may arise out of or in connection with this Note shall be adjudicated before a court of competent jurisdiction in the State of Delaware and they hereby submit to the exclusive jurisdiction of the courts of the State of Delaware, as well as to the jurisdiction of all courts to which an appeal may be taken from such courts, with respect to any action or legal proceeding commenced by either of them and hereby irrevocably waive any objection they now or hereafter may have respecting the venue of any such action or proceeding brought in such a court or respecting the fact that such court is an inconvenient forum.

 

5.5            Headings. The headings of the Articles and Sections of this Note are inserted for convenience only and do not constitute a part of this Note.

 

5.6            Amendments. This Note may be amended or waived only with the written consent of the Company and the Holder.

 

5.7            No Recourse Against Others. The obligations of the Company under this Note are solely obligations of the Company and no officer, employee or stockholder shall be liable for any failure by the Company to pay amounts on this Note when due or perform any other obligation.

 

5.8            Assignment; Binding Effect. This Note may be assigned by the Company without the prior written consent of the Holder. This Note shall be binding upon and inure to the benefit of both parties hereto and their respective permitted successors and assigns.

 

Signature on the Following Page

 

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In Witness Whereof , the Company has caused this Note to be signed by its duly authorized officer on the date hereinabove written.

 

  Bionik Laboratories Corp.
     
  By: /s/ Eric Dusseux
  Name: Eric Dusseux
  Title: CEO

 

Signature Page to Promissory Note