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 subscribers identified on the signature pages hereto (each, a “Subscriber” and collectively, the
“Subscribers”).


 


Recitals


 


Whereas,
in June 2021, the Company commenced an offering to sell from time to time up to US$10,000,000 in Secured Convertible Promissory Notes
in the form annexed hereto as Exhibit A (each, a “Note” and collectively, the “Notes”)
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”); and


 


Whereas,
the Subscribers wish to purchase Notes in the amount set forth on (the “Subscription Amount”) their respective
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 Subscribers
hereby agree as follows:


 


1.            PURCHASE
OF CONVERTIBLE PROMISSORY NOTES.


 


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


 


1.2            Payment
for Subscription. Each Subscriber agrees that the Subscription Amount to the Company for the
amount of the Subscriber’s subscription hereunder is to be made upon the applicable Closing (as defined below), (a) by check
or by wire transfer to an account designated by the Company, or (b) through the recapitalization and roll-over of existing loans
and accrued interest (“Loans”), held by existing shareholders of the Company (including the Subscriber) (a “Recapitalization”
and such existing Loans, the “Existing Debt”). In the event of a Recapitalization, all amounts of Existing Debt
thereof, to the extent so recapitalized and rolled-over, shall be deemed paid and satisfied in full and the Company shall no longer have
any such obligations for repayment thereunder.


 


1.3            Closing.


 


(a)            The
closing of the subscriptions for the Notes shall occur on each Funding Date (collectively, the “Closings” and
each, without distinction, a “Closing”). Each Closing shall be held remotely by the electronic exchange of documents
and funds (or recapitalization of such existing Loans, as the case may be) at such time and by such means upon which the Company and the
Subscribers purchasing the Notes at such Closing shall agree.


 






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(b)            At
each Closing, the Company shall deliver to the Subscribers executed Notes in the amounts determined for each Purchaser pursuant to this
Section 1.


 


2.            REPRESENTATIONS
AND WARRANTIES.


 


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


 


(a)            The
Subscriber is acquiring the Notes 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 Notes, in whole or in part.


 






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(b)            The
Subscriber has had an unrestricted opportunity to: (i) obtain information concerning the Offering, including the Notes, 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.


 


(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 Notes, 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 Notes 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 Notes, it was, and at the date hereof it is, and on each Funding Date and date on which the Subscriber
converts the Notes 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. 

483 Bay Street, N105 

Toronto, ON M5G 2C9 

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 undersigned.] / [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.]


 






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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.


 


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 Notes may be amended only with the written consent of the Company and
the holders of a majority of the aggregate principal amount of the Notes (a “Majority in Interest”). 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 Subscribers, only with the consent of a Majority in Interest. Any amendment
or waiver effected in accordance with this Section 3.9 shall be binding on all holders of the Notes, even if they do not execute
such amendment, consent or waiver, as the case may be.


 


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.


 






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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.


 


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 ____ day of _______________, 2021.


 


Signature of Subscriber:


 


	By:	                                                           	 	 
	Name:	 	 	Print Name of Subscriber
	Title:	 	 	 
	 	 	 
	 	 	 
	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): ___________________	 	 
	 	 	 
	 	 	$_____________________________________________________
	 	 	Aggregate Subscription Amount 
	 	 	 
	 	 	Method of Payment:  ̈
    Wire Transfer  ̈ Check  ̈
    Recapitalization of Existing Debt
	 	 	 
	 	 	Existing Debt (Issue Date):________________



 


FOREGOING SUBSCRIPTION ACCEPTED:


 


	Bionik Laboratories Corp.	 
	 	 
	By:	              	 
	Name:	 	 
	Title:	 	 




 


Signature
Page to Subscription Agreement


 






    


     


    

 


Exhibit A


 


SECURED CONVERTIBLE PROMISSORY NOTE


 


[See attached]