Exhibit 4.3


 


WARRANT 


 


THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS
OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER APPLICABLE FEDERAL
AND STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
TO SUCH EFFECT, WHICH OPINION SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.


 


	No._______	February 26, 2015


 


Bionik Laboratories Corp.


 


Common Stock Purchase Warrant


 


 






 


THIS CERTIFIES
THAT, for value received, [NAME], or his/her/our registered assigns (the “Purchaser”), is entitled to
subscribe for and purchase from Bionik Laboratories Corp., a Delaware corporation (the “Company”), at any
time commencing on February 26, 2015 and expiring on February 26,  2019 (the “Warrant Exercise Term”), the
Shares at the Exercise Price (each as defined in Section 1 below).


 


This Warrant is issued
in connection with the Company’s private offering solely to accredited investors of Units in accordance with, and subject
to, the terms and conditions described in the Subscription Agreement, dated as of even date herewith (the “Subscription
Agreement”).


 


This Warrant is subject
to the following terms and conditions:


 


1.            Shares.
The Purchaser has, subject to the terms set forth herein, the right to purchase, at any time during the Warrant Exercise Term,
up to [_NUMBER OF SHARES_] shares (the “Shares”) of the Company’s common stock, par value $0.001 (“Common
Stock”), at a per share exercise price of $1.40 (the “Exercise Price”). The Exercise Price is subject
to adjustment as provided in Section 3 hereof.


 


2.            Exercise
of Warrant.


 


(a)          Exercise.
This Warrant may be exercised by the Purchaser at any time during the Warrant Exercise Term, in whole or in part, by delivering
the notice of exercise attached as Exhibit A hereto (the “Notice of Exercise”), duly executed by the
Purchaser to the Company at its principal office, or at such other office as the Company may designate, accompanied by payment,
in cash or by wire transfer of immediately available funds or by check payable to the order of the Company, or via cashless exercise
(if permitted) of the amount obtained by multiplying the number of Shares designated in the Notice of Exercise by the Exercise
Price (the “Purchase Price”). For purposes hereof, “Exercise Date” shall mean the date on
which all deliveries required to be made to the Company upon exercise of this Warrant pursuant to this Section 2(a) shall have
been made.


 




    	 



    	 



    

 


(b)          Cashless
Exercise. In addition to the provisions of Section 2(a) above, at any time prior to the effectiveness of certain resale registration
statement described in the Confidential Private Placement Memorandum, dated September 10, 2014, as amended and/or supplemented,
in connection with the Subscription Agreement (the “PPM”) or if such registration statement is no longer effective
but should be in accordance with the Registration Rights attached as Annex A to the Subscription Agreement (the “Registration
Rights Agreement”), the Purchaser may, in its sole discretion, exercise all or any part of this Warrant in a “cashless”
or “net-issue” exercise (a “Cashless Exercise”) by delivering to the Company (1) the Notice of Exercise
and (2) the original Warrant, pursuant to which the Purchaser shall surrender the right to receive upon exercise of this Warrant
the full number of Warrant Shares set forth in Section 1 hereof and instead, without cash payment, shall receive a number of Warrant
Shares calculated by using the following formula:


 


	 	X	=	Y (A - B)
	 		 	A


 


	with:	X =	the number of Warrant Shares to be issued to the Purchaser
	 	 	 
	 	Y =	the number of Warrant Shares with respect to which the Warrant is being exercised
	 	 	 
	 	A =	the fair value per share of Common Stock on the date of exercise of this Warrant
	 	 	 
	 	B =	the then-current Exercise Price of the Warrant


 


Solely for the purposes
of this paragraph 2(b), “fair value” per share of Common Stock shall mean (A) the average of the closing sales prices,
as quoted on the primary national or regional stock exchange on which the Common Stock is listed, or, if not listed, on the Nasdaq
Market if quoted thereon, or, if not listed or quoted, the OTC Bulletin Board (or any tier of the OTC Markets) if quoted thereon,
on the twenty (20) consecutive Trading Days (as defined below) immediately preceding the date on which the Notice of Exercise is
deemed to have been sent to the Company, or (B) if the Common Stock is not publicly traded as set forth above, as reasonably and
in good faith determined by the Board of Directors of the Company as of the date which the Notice of Exercise is deemed to have
been sent to the Company.


 


For purposes of Rule
144 promulgated under the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless
exercise transaction shall be deemed to have been acquired by the Purchaser, and the holding period for such shares shall be deemed
to have commenced, on the date this Warrant was originally issued.


 




    	2



    	 



    

 


(c)          Redemption.
(i) All of the outstanding Warrants (but not less than all) may be redeemed, at the option of the Company, at any time while they
are exercisable and prior to their expiration upon notice to the Purchaser at the price of $0.001 per Warrant (the “Redemption
Price”), provided that the VWAP (as defined below) of the Common Stock is 200% of the exercise price or more for
20 consecutive Trading Days prior to the date on which notice of the redemption is given and provided that there is an effective
registration statement covering the Common Stock issuable upon exercise of the Warrants, available throughout the 30-day period
after the Redemption Date (as defined below)(unless the Company requires a cashless exercise as provided below). “VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed
or quoted on a Trading Market (as defined below), the daily volume weighted average price of the Common Stock for such date (or
the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P.
(based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the Common Stock is then
quoted on the OTC Bulletin Board, the volume weighted average price of the Common Stock for such date (or the nearest preceding
date) on the OTC Bulletin Board, (c) if the Common Stock is not then listed or quoted for trading on the OTC Bulletin Board and
if prices for the Common Stock are then reported on OTC Markets, Inc. (or a similar organization or agency succeeding to its functions
of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the
fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Purchasers
of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of which
shall be paid by the Company. “Trading Day” means a day on which the principal Trading Market is open for trading.
“Trading Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted
for trading on the date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select
Market, the New York Stock Exchange (or any successors to any of the foregoing), the OTC Bulletin Board or OTC Markets, Inc. (ii)
In the event that the Company elects to redeem all of the Warrants, the Company’s board of directors has the right to require
the Purchaser to exercise the Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares
of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the
Warrants, multiplied by the difference between the Exercise Price and the average VWAP for 20 consecutive Trading Days prior to
the date on which the notice of the redemption is sent to Purchaser (“Average VWAP”) by (y) the Average VWAP.
(iii) The Company shall fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be
mailed by first class mail, postage prepaid, by the Company not less than thirty (30) days prior to the Redemption Date to
the Purchasers to be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in the
manner herein provided shall be conclusively presumed to have been duly given whether or not the Purchaser received such notice.
(iv) The notice of redemption shall contain the information necessary to calculate the number of shares of Common Stock to be received
upon exercise of the Warrants, including the VWAP and Average VWAP calculations. On and after the Redemption Date, the record holder
of the Warrants shall have no further rights except to receive, upon surrender of the Warrants, the Redemption Price.


 


(d)          Issuance
of Certificates. As soon as practicable after the exercise of this Warrant, in whole or in part, in accordance with Section
2(a) or 2(b) hereof, the Company, at its expense, shall cause to be issued in the name of and delivered to the Purchaser (i) a
certificate or certificates for the number of validly issued, fully paid and non-assessable Shares to which the Purchaser shall
be entitled upon such exercise and, if applicable, (ii) a new warrant of like tenor to purchase all of the Shares that may be purchased
pursuant to the portion, if any, of this Warrant not exercised by the Purchaser. The Purchaser shall for all purposes hereof be
deemed to have become the Purchaser of record of such Shares on the date on which the Notice of Exercise and payment of the Purchase
Price in accordance with Section 2(a) or 2(b) hereof were delivered and made, respectively, irrespective of the date of delivery
of such certificate or certificates, except that if the date of such delivery, notice and payment is a date when the stock transfer
books of the Company are closed, such person shall be deemed to have become the holder of record of such Shares at the close of
business on the next succeeding date on which the stock transfer books are open. Warrant Shares purchased hereunder shall be transmitted
by the transfer agent to the Holder by crediting the account of the Holder’s prime broker with The Depository Trust Company
through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such
system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of
the Warrant Shares by the Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations
pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the
date that is three (3) Trading Days after the latest of (A) the delivery to the Company of the Notice of Exercise and (B) surrender
of this Warrant (if required).


 




    	3



    	 



    

 


(e)          Taxes.
The issuance of the Shares upon the exercise of this Warrant, and the delivery of certificates or other instruments representing
such Shares, shall be made without charge to the Purchaser for any tax or other charge of whatever nature in respect of such issuance
and the Company shall bear any such taxes in respect of such issuance.


 


3.            Adjustment
of Exercise Price and Number of Shares.


 


(a)          Adjustment
for Reclassification, Consolidation or Merger. If while this Warrant, or any portion hereof, remains outstanding and unexpired
there shall be (i) a reorganization or recapitalization (other than a combination, reclassification, exchange or subdivision of
shares otherwise provided for herein), (ii) a merger or consolidation of the Company with or into another corporation or other
entity in which the Company shall not be the surviving entity, or a reverse merger (other than the reverse merger described in
the PPM, in which case this Warrant will represent a warrant in such public entity on the terms hereof) in which the Company shall
be the surviving entity but the shares of the Company’s capital stock outstanding immediately prior to the merger are converted
by virtue of the merger into other property, whether in the form of securities, cash or otherwise, or (iii) a sale or transfer
of the Company’s properties and assets as, or substantially as, an entirety to any other corporation or other entity in one
transaction or a series of related transactions, then, as a part of such reorganization, recapitalization, merger, consolidation,
sale or transfer, unless otherwise directed by the Purchaser, all necessary or appropriate lawful provisions shall be made so that
the Purchaser shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon
payment of the Exercise Price then in effect, the greatest number of shares of capital stock or other securities or property that
a holder of the Shares deliverable upon exercise of this Warrant would have been entitled to receive in such reorganization, recapitalization,
merger, consolidation, sale or transfer if this Warrant had been exercised immediately prior to such reorganization, recapitalization,
merger, consolidation, sale or transfer, all subject to further adjustment as provided in this Section 3. If the per share consideration
payable to the Purchaser for Shares in connection with any such transaction is in a form other than cash or marketable securities,
then the value of such consideration shall be determined in good faith by the Company’s Board of Directors (the “Board
of Directors”). The foregoing provisions of this paragraph shall similarly apply to successive reorganizations, recapitalizations,
mergers, consolidations, sales and transfers and to the capital stock or securities of any other corporation that are at the time
receivable upon the exercise of this Warrant. In all events, appropriate adjustment shall be made in the application of the provisions
of this Warrant with respect to the rights and interests of the Purchaser after the transaction, to the end that the provisions
of this Warrant shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property
deliverable or issuable after such reorganization, recapitalization, merger, consolidation, sale or transfer upon exercise of this
Warrant.


 


(b)          Adjustments
for Split, Subdivision or Combination of Shares. If the Company shall at any time subdivide (by any stock split, stock dividend,
recapitalization, reorganization, reclassification or otherwise) the shares of Common Stock subject to acquisition hereunder, then,
after the date of record for effecting such subdivision, the Exercise Price in effect immediately prior to such subdivision will
be proportionately reduced and the number of shares of Common Stock subject to acquisition upon exercise of the Warrant will be
proportionately increased. If the Company at any time combines (by reverse stock split, recapitalization, reorganization, reclassification
or otherwise) the shares of Common Stock subject to acquisition hereunder, then, after the record date for effecting such combination,
the Exercise Price in effect immediately prior to such combination will be proportionately increased and the number of shares of
Common Stock subject to acquisition upon exercise of the Warrant will be proportionately decreased.


 




    	4



    	 



    

 


(c)          Adjustments
for Dividends in Stock or Other Securities or Property. If while this Warrant, or any portion hereof, remains outstanding and
unexpired, the holders of any class of securities as to which purchase rights under this Warrant exist at the time shall have received
or, on or after the record date fixed for the determination of eligible stockholders, shall have become entitled to receive, without
payment therefor, other or additional stock or other securities or property (other than cash) of the Company by way of dividend,
then and in each case, this Warrant shall represent the right to acquire, in addition to the number of shares of such class of
security receivable upon exercise of this Warrant, and without payment of any additional consideration therefor, the amount of
such other or additional stock or other securities or property (other than cash) of the Company that such holder would hold on
the date of such exercise had it been the holder of record of the class of security receivable upon exercise of this Warrant on
the date hereof and had thereafter, during the period from the date hereof to and including the date of such exercise, retained
such shares and/or all other additional stock available to it as aforesaid during said period, giving effect to all adjustments
called for during such period by the provisions of this Section 3.


 


(d)          Adjustment
of Exercise Price Upon Issuance of Additional Shares of Common Stock. If while this Warrant, or any portion hereof, remains
outstanding and unexpired, the Company shall issue Additional Shares of Common Stock (as hereinafter defined) without consideration
or for a consideration per share less than the then-applicable Exercise Price, then and in such event, such Exercise Price shall
be reduced, concurrently with such issue, to a price (calculated to the nearest cent) determined by multiplying the then-applicable
Exercise Price by a fraction, (i) the numerator of which shall be the number of shares of Common Stock issued and outstanding immediately
prior to such issuance plus the quotient obtained by dividing (x) the aggregate consideration received by the Company for the total
number of Additional Common Stock so issued by (y) the Exercise Price, and (ii) the denominator of which shall be the number
of shares of the Common Stock issued and outstanding immediately prior to such issuance plus the number of Additional Shares of
Common Stock so issued.


 


For the purposes hereof
“Additional Shares of Common Stock” shall mean all shares of Common Stock, or options, rights, warrants to subscribe
for Common Stock, or securities convertible into or exchangeable for shares of Common Stock, actually issued by the Company on
or after the date hereof, other than shares of Common Stock or securities convertible into or exchangeable for shares of Common
Stock issued at any time:


 


(i)          upon
exercise of the Warrants;


 


(ii)         upon
the completion of the Reverse Merger in connection with the Offering.


 


(iii)        pursuant
to the exercise of options, warrants or other common stock purchase rights issued (or to be issued) to employees, officers or directors
of, or consultants or advisors to, or any strategic ally of or investor in, the Company pursuant to any stock purchase plan, stock
option plan, equity incentive plan or other plan or arrangement approved by the Board of Directors (or the Compensation Committee
thereof) at any time;


 


(iv)        pursuant
to the exercise of options, warrants or any evidence of indebtedness, shares of capital stock (other than Common Stock) or other
securities convertible into or exchangeable for Common Stock (“Convertible Securities”) outstanding as of the
date of the issuance of this Warrant;


 


(v)         in
connection with the acquisition of all or part of another entity by stock acquisition, merger, consolidation or other reorganization,
or by the purchase of all or part of the assets of such other entity (including securities issued to persons formerly employed
by such other entity and subsequently hired by the Company and to any brokers or finders in connection therewith);


 




    	5



    	 



    

 


(vi)        bona
fide commercial partners, or lessors in connection with credit arrangements, equipment financings or similar transactions approved
by the Board of Directors; or


 


(vii)       in
connection with the Company’s acquisition, joint-venture, licensing or business transaction of intellectual property assets
from any individuals or entities approved by the Board of Directors.


 


Upon each adjustment
of the Exercise Price pursuant to the provisions of this Section 3(d), the number of Shares issuable upon exercise of this Warrant
shall be adjusted by multiplying a number equal to the Exercise Price in effect immediately prior to such adjustment by the number
of Shares issuable upon exercise of this Warrant immediately prior to such adjustment and dividing the product so obtained by the
adjusted Exercise Price.


 


(e)          Notice
of Adjustments. Upon any adjustment of the Exercise Price and any increase or decrease in the number of Shares purchasable
upon the exercise of this Warrant, then, and in each such case, the Company, within 30 days thereafter, shall give written notice
thereof to the Purchaser at the address of such Purchaser as shown on the books of the Company, which notice shall state the Exercise
Price as adjusted and, if applicable, the increased or decreased number of Shares purchasable upon the exercise of this Warrant,
setting forth in reasonable detail the method of calculation of each.


 


4.            Notices.
All notices, requests, consents and other communications required or permitted under this Warrant shall be in writing and shall
be deemed delivered (i) three business days after being sent by registered or certified mail, return receipt requested, postage
prepaid or (ii) one business day after being sent via a reputable nationwide overnight courier service guaranteeing next business
day delivery or (iii) on the business day of delivery if send by facsimile transmission, in each case to the intended recipient
as set forth below:


 


If to the Company to:


 


Bionik Laboratories Corp.


10 Dundas St. E. Office AMC-B202


Toronto, ON M5B 2G9


Attention: Peter Bloch


Facsimile:


 


With a copy (that shall not constitute notice)
to:


 


Ruskin Moscou Faltischek, P.C.


East Tower, 15th Floor


1425 RXR Plaza


Uniondale, New York 11556


Attention: Stephen E. Fox, Esq.


Facsimile: (516) 663-6780


 


If to the Purchaser
at its address as furnished in the Subscription Agreement.


 


Either party may give
any notice, request, consent or other communication under this Warrant using any other means (including personal delivery, messenger
service, facsimile transmission, first class mail or electronic mail), but no such notice, request, consent or other communication
shall be deemed to have been duly given unless and until it is actually received by the party for whom it is intended. Either party
may change the address to which notices, requests, consents or other communications hereunder are to be delivered by giving the
other party notice in the manner set forth in this Section 4.


 




    	6



    	 



    

 


5.            Legends.
Each certificate evidencing the Shares issued upon exercise of this Warrant shall be stamped or imprinted with a legend substantially
in the following form:


 


THE SECURITIES REPRESENTED BY
THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES
LAWS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER APPLICABLE FEDERAL
AND STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
TO SUCH EFFECT, WHICH OPINION SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.


 


6.            Removal
of Legend. Upon request of a holder of a certificate with the legends required by Section 5 hereof and subject to Section 3(f)
of the Registration Rights Agreement, the Company shall issue to such holder a new certificate therefor free of any transfer legend,
if, with such request, the Company shall have received an opinion of counsel satisfactory to the Company in form and substance
to the effect that any transfer by such holder of the Shares evidenced by such certificate will not violate the Act or any applicable
state securities laws.


 


7.            Fractional
Shares. No fractional Shares will be issued in connection with any exercise hereunder. Instead, the Company shall round up,
as nearly as practicable to the nearest whole Share, the number of Shares to be issued.


 


8.            Rights
of Stockholders. Except as expressly provided in Section 3(c) hereof, the Purchaser, as such, shall not be entitled to vote
or receive dividends or be deemed the holder of the Shares or any other securities of the Company that may at any time be issuable
on the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon the Purchaser, as such,
any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted
to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization,
issuance of stock, reclassification of stock, change of par value, consolidation, merger, conveyance, or otherwise) or to receive
notice of meetings, or otherwise until this Warrant shall have been exercised and the Shares purchasable upon the exercise hereof
shall have been issued, as provided herein.


 


9.            Miscellaneous.


 


(a)          This
Warrant and disputes arising hereunder shall be governed by and construed and enforced in accordance with the laws of the State
of Delaware applicable to agreements made and to be performed wholly within such State, without regard to its conflict of law rules.


 


(b)          The
headings in this Warrant are for purposes of reference only, and shall not limit or otherwise affect any of the terms hereof.


 




    	7



    	 



    

 


(c)          The
covenants of the respective parties contained herein shall survive the execution and delivery of this Warrant.


 


(d)          The
terms of this Warrant shall be binding upon and shall inure to the benefit of any successors or permitted assigns of the Company
and of the Purchaser and of the Shares issued or issuable upon the exercise hereof.


 


(e)          This
Warrant and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement between the
parties with regard to the subject hereof.


 


(f)          The
Company shall not, by amendment of the Certificate of Incorporation or Bylaws, or through any other means, directly or indirectly,
avoid or seek to avoid the observance or performance of any of the terms of this Warrant and shall at all times in good faith assist
in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect
the rights of the Purchaser contained herein against impairment.


 


(g)          Upon
receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in
the case of any such loss, theft or destruction, upon delivery of an indemnity agreement reasonably satisfactory in form and amount
to the Company, or, in the case of any such mutilation, upon surrender and cancellation of such Warrant, the Company, at its expense,
will execute and deliver to the Purchaser, in lieu thereof, a new Warrant of like date and tenor.


 


(h)          This
Warrant and any provision hereof may be amended, waived or terminated only by an instrument in writing signed by the Company and
the Purchaser.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK;
SIGNATURE PAGE FOLLOWS]


 




    	8



    	 



    

 


IN WITNESS WHEREOF,
the Company has caused this Warrant to be signed by its duly authorized officer.


 


	 	Bionik Laboratories Corp.
	 	 	 
	 	By:	 
	 	 	Name: Peter Bloch
	 	 	Title:  Chief Executive Officer


 




    	9