Exhibit 4.1


 


UNLESS PERMITTED UNDER SECURITIES LEGISLATION,
THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY (AND THE COMMON SHARES ISSUABLE ON THE EXERCISE THEREOF) BEFORE THE DATE
THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (I) MARCH 19, 2015, AND (II) THE DATE BIONIK LABORATORIES INC. BECAME A REPORTING
ISSUER IN ANY PROVINCE OR TERRITORY.


 


the warrants
(and the EXCHANGEABLE SHARES issuable ON THE exercise THEREOF) have not been REGISTERed under the united states securities act
of 1933, as amended (the “u.s. securities act”) or any state securities laws, and these warrants may not be exercised
in the United states or by or on behalf of a “u.s. person” (as defined in regulation s under the u.s. securities act)
unless registered OR an exemption from registration is available, and BIONIK LABORATORIES INC. has received an opinion of counsel
to such effect, in form and substance satisfactory to it, acting reasonably.


 


THIS WARRANT
CERTIFICATE, AND THE WARRANTS EVIDENCED HEREBY, WILL BE VOID AND OF NO VALUE UNLESS EXERCISED by 5:00 P.M. (TOronto time) on that
date that 24 months FOLLOWING the DATE OF THIS WARRANT CERTIFICATE.


 


BIONIK LABORATORIES
INC.


 


	NO.
     [___]	[___] WARRANTS
	 	Each Warrant entitling the holder to acquire 3.14576 Exchangeable Shares of BIONIK LABORATORIES INC. at a price per share equal to CDN$0.90 subject to adjustment as set forth herein, in accordance with the terms and conditions set forth herein.




     


     


    

 


Warrants


 


THIS IS TO CERTIFY THAT for value received
[_____](the “Holder”) is the registered holder of [___] Warrants and is entitled for each Warrant represented
hereby to purchase 3.14576 fully paid and non-assessable Exchangeable Shares (each a “Share” and collectively
the “Shares”) in the capital of Bionik Laboratories Inc. (the “Corporation”) at a price per
Share equal to CDN$0.90 (the “Exercise Price”), upon and subject to the following terms and conditions.


 


The Warrants represented hereby shall be exercisable
at the option of the Holder at any time and from time to time until 5:00 p.m. (Toronto time) on the date that is 24 months following
the date of this Warrant Certificate (the “Expiry Time”).


 


For purposes of this Warrant
Certificate:


 


		(i)	“Warrant Shares” means the Shares which are issuable upon the exercise from
time to time of these Warrants; and



 


		(ii)	“$” means Canadian dollars.



 


TERMS AND CONDITIONS


 


		1.	The Warrants represented by this Warrant Certificate are non-transferable and may not be exercised
in the United States or by or on behalf of a U.S. Person nor will the Warrant Shares be registered or delivered to an address in
the United States, unless an exemption from registration is available under the U.S. Securities Act of 1933, as amended (the “U.S.
Securities Act”), or the applicable securities laws of any U.S. state. As used herein, the terms “United States”
and “U.S. Person” have the meanings ascribed to them in Regulation S under the U.S. Securities Act.



 


The Warrants represented
by this Warrant Certificate are non-transferable and the Warrant Shares issuable upon exercise of these Warrants are subject to
certain resale restrictions under applicable securities legislation. The Holder is advised to seek professional advice as to applicable
resale restrictions.


 


The Warrant Shares,
if any, shall bear, in addition to any other legends required by applicable laws, the following legends:


 


“UNLESS PERMITTED UNDER SECURITIES
LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER
OF (I) [DISTRIBUTION DATE TO BE INSERTED], AND (II) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.


 


		2.	At any time and from time to time at or prior to the Expiry Time (the “Exercise Period”)
the Holder may exercise all or any number of whole Warrants represented hereby, upon delivering to the Corporation at its principal
office at 10 Dundas Street East, Suite AMC-B202, Toronto, Ontario, M5B 2G9, Attention: Chief Executive Officer together with a
duly completed and executed subscription notice in the form attached hereto (the “Subscription Notice”) evidencing
the election of the Holder to exercise the number of Warrants set forth in the Subscription Notice (which shall not be greater
than the number of Warrants represented by this Warrant Certificate as adjusted from time to time pursuant to Sections 5 and 6
of this Warrant Certificate) and a certified cheque, money order or bank draft payable to the Corporation for the aggregate Exercise
Price of all Warrants being exercised. If the Holder is not exercising all Warrants represented by this Warrant Certificate, the
Holder shall be entitled to receive, without charge, a new Warrant Certificate representing the number of Warrants which is the
difference between the number of Warrants represented by the original Warrant Certificate and the number of Warrants being so exercised.



 




     


     


    

 


		3.	The Holder shall be deemed to have become the holder of record of Warrant Shares on the date (the
“Exercise Date”) on which the Corporation has received a duly completed Subscription Notice, delivery of the
Warrant Certificate and payment of the full aggregate Exercise Price in respect of the Warrants being exercised pursuant to such
Subscription Notice; provided, however, that if such date is not a business day in the City of Toronto, Ontario (a “Business
Day”) then the Warrant Shares shall be deemed to have been issued and the Holder shall be deemed to have become the holder
of record of the Warrant Shares on the next following Business Day. The Corporation shall use its commercially reasonable efforts
to issue and deliver (or cause to be delivered) to the Holder, by registered mail or pre-paid courier to the address specified
in the register of the Corporation, one or more certificates for the appropriate number of issued Warrant Shares within seven (7)
Business Days of the Exercise Date. All costs, expenses and other charges payable by the Corporation in connection with the issue
and delivery of the Warrant Shares shall be at the sole expense of the Corporation (other than taxes, including without limitation,
withholding tax, if any).



 


		4.	The Corporation covenants and agrees that, until the Expiry Time, while any of the Warrants represented
by this Warrant Certificate shall be outstanding, it shall reserve and there shall remain unissued out of its authorized capital
a sufficient number of Warrant Shares to satisfy the right of purchase herein provided. The Corporation represents and warrants
that all Warrant Shares which shall be issued upon the exercise of the right to purchase herein provided for, upon payment of the
aggregate Exercise Price at which such Warrant Shares may at that time be purchased pursuant to the provisions hereof, shall be
issued as fully paid and non-assessable shares and the holders thereof shall not be liable to the Corporation or its creditors
in respect thereof. The Corporation further represents and warrants that this Warrant Certificate is a legal, valid and binding
obligation of the Corporation, enforceable against the Corporation in accordance with its terms. The Corporation covenants that
it will make all requisite filings under applicable laws to be made by it in connection with the exercise of the Warrants and issue
of Warrant Shares.



 


		5.	The Corporation shall maintain a register of holders in which shall be entered the names and addresses
of the holders of the Warrants and of the number of Warrants held by them. Such register shall be open at all reasonable times
for inspection by the Holder. The Corporation shall notify the Holder forthwith of any change of address of the principal or registered
office of the Corporation.



 


		6.	The Corporation shall not be required to issue fractional Warrant Shares in satisfaction of its
obligations hereunder and all fractional interests shall be rounded down to the nearest whole number.



 


		7.	If this Warrant Certificate becomes stolen, lost, mutilated or destroyed, the Corporation shall,
on such terms as it may in its discretion reasonably impose, issue and deliver to the Holder a new Warrant Certificate of like
denomination, tenor and date as the Warrant Certificate so stolen, lost, mutilated or destroyed.



 


		8.	Nothing contained herein shall confer any right upon the Holder or any other person to subscribe
for or purchase any Shares at any time subsequent to the Expiry Time. After the Expiry Time this Warrant Certificate and all rights
hereunder shall be void and of no value.



 


		9.	Except as expressly set out herein, the holding of this Warrant Certificate or the Warrants represented
hereby shall not constitute the Holder a holder of Shares nor entitle it to any right or interest in respect thereof.



 


		10.	All notices or other communications to be given under this Warrant Certificate shall be delivered
by hand or by telecopier and, if delivered by hand, shall be deemed to have been given on the delivery date and, if sent by telecopier,
on the date of transmission if sent before 5:00 p.m. on a Business Day or, if such day is not a Business Day, on the first Business
Day following the date of transmission.



 




     


     


    

 


Notices to the Corporation shall
be addressed to:


 


Bionik Laboratories Inc.


483 Bay St N105


Toronto, Ontario M5G 2C9


Canada


 


	Attention:	Peter Bloch, Chief Executive Officer 
	Email:	pb@bioniklabs.com


 


Notices to the Holder shall be addressed
to the address of the Holder set out on the second page of this Warrant Certificate.


 


Each of the Corporation and the Holder
may change its address for service by notice in writing to the other of them specifying its new address for service under this
Warrant Certificate.


 


		11.	Time is of the essence hereof.



 


		12.	This Warrant Certificate is binding upon the Corporation and its successors and assigns, provided
that it shall not be assigned by the Corporation without the prior consent of the Holder and it shall not be assigned by the Holder
without the prior written consent of the Corporation.



 


		13.	Nothing herein contained or done pursuant hereto shall obligate the Holder to subscribe for or
the Corporation to issue any Shares except those Shares in respect of which the Holder shall have exercised its right to purchase
hereunder in the manner provided herein.



 


		14.	If any one or more of the provisions or parts contained in this Warrant Certificate should be or
become invalid, illegal or unenforceable in any respect in any jurisdiction, the remaining provisions or parts contained herein
shall be and shall be conclusively deemed to be, as to such jurisdiction, severable therefrom.



 


		15.	This Warrant Certificate and the Warrants represented hereby shall be governed by the laws of the
Province of Ontario and the federal laws of Canada applicable therein.



 


IN WITNESS WHEREOF this Warrant
Certificate has been executed on behalf of the Corporation as of the                  day
of March, 2015.


 


	 	BIONIK LABORATORIES INC.
	 	 
	 	By:	 
	 	 	Authorized Signing Officer


 




     


     


    

 


subscription
notice


 


		TO:	Bionik Laboratories Inc.



483 Bay St N105


Toronto, Ontario
M5G 2C9


Canada


 


Attention: Chief Executive Officer


 


Terms used herein but not otherwise
defined have the meanings ascribed thereto in the attached Warrant Certificate.


 


The undersigned registered Holder
of the attached Warrant Certificate hereby:


 


		(a)	subscribes for ___________________________ Warrant Shares at a price of $0.90 per Share (or such
adjusted price which may be in effect under the provisions of the Warrant Certificate) and in payment of the Exercise Price encloses
a certified cheque, bank draft or money order in lawful money of Canada payable to the order of Bionik Laboratories Inc. or its
successor corporation; and



 


		(b)	delivers herewith the above-mentioned Warrant Certificate
entitling the undersigned registered holder to subscribe for the above-mentioned number of Warrant Shares.



 


in each case in accordance with the
terms and conditions set out in the attached Warrant Certificate.


 


The undersigned hereby directs that
the said Warrant Shares be registered as follows:


 


	Name(s) in full	 	
        Address(es)

        (including Postal Code)*
	 	
        Number of

        Warrant Shares

	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	Total:________


 


(Please print full name in which share certificates
are to be issued. If any of the Warrant Shares are to be issued to a person or persons other than the Holder, the Holder must pay
to the Corporation all requisite taxes or other governmental charges.)


 


The Subscriber hereby certifies
that it is not a U.S. Person or a person in the United States, and is not acquiring any of the Shares hereby subscribed for the
account or benefit of a U.S. Person or a person in the United States, and neither the Subscriber nor the undersigned registered
holder is a U.S. Person or a person in the United States. For purposes hereof the terms “United States” and
“U.S. Person” shall have the meanings ascribed to them in Regulation S under the U.S. Securities Act of 1933,
as amended (the “U.S. Securities Act”).


 


		*	Share certificates will not be registered or delivered to an address in the United States without
an opinion of counsel to the effect that the Warrant Shares have been registered under the U.S. Securities Act or an exemption
from registration is available.



 




     


     


    

 


DATED this __________  day of __________,
20______.


 


	 	 
	 	(Signature of Holder)
	 	 
	 	 
	 	(Print Name of Holder)
	 	 
	 	 
	 	(Address of Holder in full)
	 	 
	 	 
	 	 
	 	 


 


The certificates will be mailed by registered
mail to the address appearing in this Subscription Notice.