Exhibit 10.1


 


SUBSCRIPTION AGREEMENT


 


This Subscription
Agreement (this “Agreement”) is made as of the date set forth on the signature page hereto,
by and among Bionik Laboratories Corp., a Delaware corporation (the “Company”),
and the subscriber identified on the signature pages hereto (the “Subscriber”).


 


Recitals


 


Whereas,
the Subscriber wishes to purchase a Convertible Promissory Note in the form annexed hereto as Exhibit A (the “Note”)
pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), Rule 506(b) of
Regulation D and/or Regulation S as promulgated under the Securities Act (the “Offering”), in the amount (the
 “Subscription Amount”) set forth on the Signature Page to this Agreement or a counterpart to this Agreement.


 


Now,
Therefore, in consideration of the mutual covenants contained in this Agreement,
and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Subscriber
hereby agree as follows:


 


1.            PURCHASE
OF CONVERTIBLE PROMISSORY NOTES.


 


1.1          Subscription.
Subject to the terms and conditions herein, the Subscriber will loan to the Company such amount, and the Company shall borrow from the
Subscriber, in accordance with the Subscription Amount and at such date as mutually agreed upon between the Company and the Subscriber
(such date, the “Funding Date”).


 


1.2          Payment
for Subscription. The Subscriber agrees that the Subscription Amount to the Company for the amount of the Subscriber’s
subscription hereunder is to be made upon the Closing (as defined below), by check or by wire transfer to an account designated by the
Company.


 


1.3          Closing.


 


(a)            The
closing of the subscription for the Note shall occur on the Funding Date (the “Closing”). The Closing shall
be held remotely by the electronic exchange of documents and funds at such time and by such means upon which the Company and the Subscriber
shall agree.


 


(b)            At
the Closing, the Company shall deliver to the Subscriber an executed Note in the Subscription Amount.


 






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2.            REPRESENTATIONS
AND WARRANTIES.


 


2.1          Representations
and Warranties by the Company. The Company represents and warrants to the Subscriber that:


 


(a)            Authorization.
The Company has all corporate right, power and authority to enter into this Agreement and to consummate the transactions contemplated
hereby. All corporate action on the part of the Company, its directors and stockholders necessary for the: (i) authorization execution,
delivery and performance of this Agreement by the Company; (ii) authorization, sale, issuance and delivery of the Notes contemplated
hereby and the performance of the Company’s obligations hereunder; and (iii) authorization, issuance and delivery of the securities
issuable upon conversion of the Notes has been taken. The securities issuable upon conversion of the Notes will be validly issued, fully
paid and nonassessable.


 


(b)            Enforceability.
Assuming this Agreement has been duly and validly authorized, executed and delivered by the parties hereto and thereto other than the
Company, this Agreement is duly authorized, executed and delivered by the Company constitutes the legal, valid and binding obligations
of the Company enforceable against the Company in accordance with its terms, except as such enforcement is limited by general equitable
principles, or by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors rights generally.


 


(c)            No
Violations. The execution, delivery and performance of this Agreement and the Notes by the Company and the consummation by the Company
of the transactions contemplated hereby and thereby will not (i) result in a violation of the Certificate of Incorporation of the
Company or other organizational documents of the Company, (ii) conflict with, or constitute a default (or an event which with notice
or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation
of, any agreement, indenture or instrument to which the Company is a party, or (iii) result in a violation of any law, rule, regulation,
order, judgment or decree applicable to the Company by which any property or asset of the Company is bound or affected.


 


2.2          Disclaimer.
It is specifically understood and agreed by the Subscriber that the Company has not made, nor by this Agreement shall be construed to
make, directly or indirectly, explicitly or by implication, any representation, warranty, projection, assumption, promise, covenant, opinion,
recommendation or other statement of any kind or nature with respect to the anticipated profits or losses of the Company, except as otherwise
provided with this Agreement.


 


2.3          Representations
and Warranties by the Subscriber. The Subscriber represents and warrants to the Company that:


 


(a)            The
Subscriber is acquiring the Note for the Subscriber’s own account, as principal, for investment purposes only and not with any intention
to resell, distributes or otherwise dispose of the Note, in whole or in part.


 


(b)            The
Subscriber has had an unrestricted opportunity to: (i) obtain information concerning the Offering, including the Note, the Company
and its proposed and existing business and assets; (ii) ask questions of, and receive answers from the Company concerning the terms
and conditions of the Offering; and (iii) to obtain such additional information as may have been necessary to verify the accuracy
of the information contained in this Agreement or otherwise provided.


 






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(c)            The
Subscriber has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of
investing in the Company, and all information that the Subscriber has provided concerning the Subscriber, the Subscriber’s financial
position and knowledge of financial and business matters is true, correct and complete.


 


(d)            The
Subscriber has relied solely on the advice of, or has consulted with, in regard to the legal, investment and tax considerations involved
in the purchase, ownership and disposition of Note, the Subscriber’s own legal counsel, business and/or investment adviser, accountant
and tax adviser.


 


(e)            If
the Subscriber is an entity, the Subscriber is duly organized, validly existing and in good standing under the laws of its jurisdiction
of incorporation or organization, as the case may be. The Subscriber has all requisite power and authority to own its properties, to carry
on its business as presently conducted, to enter into and perform this Agreement, the Note and the agreements, documents and instruments
executed, delivered and/or contemplated hereby (collectively, the “Subscription Documents”) to which it is a
party and to carry out the transactions contemplated hereby and thereby. The Subscription Documents are valid and binding obligations
of the Subscriber, enforceable against it in accordance with their terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, moratorium, reorganization or similar laws, from time to time in effect, which affect enforcement of creditors’ rights
generally. If applicable, the execution, delivery and performance of the Subscription Documents to which it is a party have been duly
authorized by all necessary action of the Subscriber. The execution, delivery and performance of the Subscription Documents and the performance
of any transactions contemplated by the Subscription Documents will not: (i) violate, conflict with or result in a default (whether
after the giving of notice, lapse of time or both) under any contract or obligation to which the Subscriber is a party or by which it
or its assets are bound, or any provision of its organizational documents (if an entity), or cause the creation of any lien or encumbrance
upon any of the assets of the Subscriber; (ii) violate, conflict with or result in a default (whether after the giving of notice,
lapse of time or both) under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by any court or
other governmental agency applicable to the Subscriber; (iii) require from the Subscriber any notice to, declaration or filing with,
or consent or approval of any governmental authority or other third party other than pursuant to federal or state securities or blue sky
laws; or (iv) accelerate any obligation under, or give rise to a right of termination of, any agreement, permit, license or authorization
to which the Subscriber is a party or by which it is bound.


 


(f)            At
the time the Subscriber was offered the Note, it was, and at the date hereof it is, and on each date on which the Subscriber converts
the Note the Subscriber will be, an “accredited investor” as defined in Rule 501(a) under the Securities Act. The
Subscriber hereby represents that neither the Subscriber nor any of its Rule 506(d) Related Parties is a “bad actor”
within the meaning of Rule 506(d) promulgated under the Securities Act. For purposes of this Agreement, “Rule 506(d) Related
Party” shall mean a person or entity covered by the “Bad Actor disqualification” provision of Rule 506(d) of
the Securities Act.


 






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3.            MISCELLANEOUS.


 


3.1          Addresses
and Notices. All notices, demands, consents, requests, instructions and other communications to be given or delivered or permitted
under or by reason of the provisions of this Agreement or in connection with the transactions contemplated hereby shall be in writing
and shall be deemed to be delivered and received by the intended recipient as follows: (i) if personally delivered, on the business
day of such delivery (as evidenced by the receipt of the personal delivery service); (ii) if mailed certified or registered mail
return receipt requested, two (2) business days after being mailed; or (iii) if delivered by overnight courier (with all charges
having been prepaid), on the business day of such delivery (as evidenced by the receipt of the overnight courier service of recognized
standing). If any notice, demand, consent, request, instruction or other communication cannot be delivered because of a changed address
of which no notice was given (in accordance with this Section 3.1, or the refusal to accept same, the notice, demand, consent,
request, instruction or other communication shall be deemed received on the second business day the notice is sent (as evidenced by a
sworn affidavit of the sender). All such notices, demands, consents, requests, instructions and other communications will be sent to the
following addresses or facsimile numbers as applicable:


 


	If to the Company to:	
    Bionik Laboratories Corp.

    80 Coolidge Hill Road

    Watertown, MA 02472

    Attention: CEO

	 	 
	With copies to:	
    Ruskin Moscou Faltischek, PC

    1425 RXR Plaza

    East Tower, 15th Floor

    Uniondale, New York 11556

    Attention: Stephen E. Fox, Esq.



 


If to the Subscriber, to the address set forth
on the signature page annexed hereto.


 


Any such person may by notice given in accordance
with this Section 3.1 to the other parties hereto designate another address or person for receipt by such person of notices
hereunder.


 


3.2          Titles
and Captions. All Article and Section titles or captions in this Agreement are for convenience only. They shall not
be deemed part of this Agreement and do not in any way define, limit, extend or describe the scope or intent of any provisions hereof.


 


3.3          Assignability.
This Agreement is not transferable or assignable by the Company without the prior written consent of the undersigned. This Agreement is
not transferable or assignable by the undersigned without the prior written consent of the Company; provided, however, that the consent
of the Company shall not be required in connection with a proposed assignment to any fund or account managed by the same investment manager
as the Subscriber or an affiliate of the Subscriber, subject to such transferee or assignee, as applicable, executing a joinder to this
Agreement or a separate subscription agreement in the same form as this Agreement.


 


3.4          Pronouns
and Plurals. Whenever the context may require, any pronoun used herein shall include the corresponding masculine, feminine
or neuter forms. The singular form of nouns, pronouns and verbs shall include the plural and vice versa.


 






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3.5          Further
Action. The parties shall execute and deliver all documents, provide all information and take or forbear from taking all such
action as may be necessary or appropriate to achieve the purposes of this Agreement. Each party shall bear its own expenses in connection
therewith.


 


3.6          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.


 


3.7          Binding
Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, administrators,
successors, legal representatives, personal representatives, permitted transferees and permitted assigns. If the undersigned is more than
one person, the obligation of the undersigned shall be joint and several and the agreements, representations, warranties and acknowledgments
herein contained shall be deemed to be made by and be binding upon each such person and such person’s heirs, executors, administrators
and successors.


 


3.8          Integration.
This Agreement, together with the remainder of the Subscription Documents of which this Agreement forms a part, constitutes the entire
agreement among the parties pertaining to the subject matter hereof and supersedes and replaces all prior and contemporaneous agreements
and understandings, whether written or oral, pertaining thereto. No covenant, representation or condition not expressed in this Agreement
shall affect or be deemed to interpret, change or restrict the express provisions hereof.


 


3.9          Amendment.
 This Agreement and the Note may be amended only with the written consent of the Company and the Subscriber. The conditions
or observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively)
only by written instrument and with respect to conditions or performance obligations benefiting the Company, by the Company, and with
respect to conditions or performance obligations benefiting the Subscriber, only with the consent of the Subscriber.


 


3.10          Creditors.
 None of the provisions of this Agreement shall be for the benefit of or enforceable by creditors of any party.


 


3.11          Waiver.
 No failure by any party to insist upon the strict performance of any covenant, agreement, term or condition of this Agreement
or to exercise any right or remedy available upon a breach thereof shall constitute a waiver of any such breach or of such or any other
covenant, agreement, term or condition.


 


3.12          Rights
and Remedies. The rights and remedies of each of the parties hereunder shall be mutually exclusive, and the implementation
of one or more of the provisions of this Agreement shall not preclude the implementation of any other provision.


 






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3.13          Counterparts.
This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and
all of which, when taken together, will be deemed to constitute one and the same agreement. In the event that any signature is delivered
by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding
obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile
or “.pdf” signature page were an original thereof.


 


signatures
on the following pages


 






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In
Witness Whereof, the undersigned has executed this Agreement on this 14th day of November, 2022.


 


	 	 	 
	Signature of Subscriber:	 	 
	 	 	 
	 	 	 
	By:	/s/ Remy Gaston-Dreyfus	 	GD HOLDING_________________
	Name:	Remy GASTON-DREYFUS	 	Print Name of Subscriber
	Title:	CEO	 	 
	 	 	 
	 	 	 
	Social Security Number(s) or EIN	 	 
	 	 	 
	Mailing Address of Subscriber(s)	 	Residence of Subscriber(s)
	 	 	 
	 	 	 
	Street	 	Street
	 	 	 
	 	 	 
	City        State       Zip Code	 	City       State       Zip Code
	 	 	 
	If Joint Ownership, check one:	 	 
	 	 	 
	 ̈ Joint Tenants with Right of
    Survivorship	 	 
	 ̈ Tenants-in-Common	 	 
	 ̈ Tenants by the Entirety	 	 
	 ̈ Community Property	 	 
	 ̈ Other (specify): _________________	 	 
	 
	Subscription Amount: US$400,000.00
	 	 	 
	Method of Payment:  x Wire Transfer   ̈ Check



 


 


FOREGOING SUBSCRIPTION ACCEPTED:


 


Bionik Laboratories Corp.


 


 


	By:	/s/
    Rich Russo Jr.	 
	Name:	Rich Russo
    Jr.	 
	Title:	CEO and President	 




 


Signature
Page to Subscription Agreement


 






    


     


    

 


Exhibit A


 


CONVERTIBLE PROMISSORY NOTE


 


[See attached]