Exhibit 10.1


 





BIONIK LABORATORIES CORP.


 


PROMISSORY NOTE


 


	Principal Amount: US$2,000,000.00	Issue Date: March 23, 2020


 


Bionik
Laboratories Corp., a Delaware corporation (the “Company”), for value received, hereby promises
to pay to Celeste Management (the “Holder”), the principal amount of Two Million Dollars (US$2,000,000.00)
(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 1.0% 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 as set forth herein.
Except as set forth herein, 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.


 


“Additional
Loan” means one or more loans from other stockholders of the Company or their affiliates, on terms similar or substantially
similar to the terms of this Note.


 


“Event
of Default” shall have the meaning set forth in Section 6.1.


 


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


 


“Interest
Payment Date” means, with respect to (a) one-half (1/2) of the accrued interest, each three (3) month anniversary
of the Issue Date (the “Quarterly Payments”) and (b) one-half (1/2) of the accrued interest, the Maturity
Date (the “Maturity Date Payment”).


 


“Issue
Date” means the issue date stated above.


 


“Maturity
Date” shall mean the earlier of (i) March 31, 2022 and (ii) the date of receipt of a minimum of US$5,000,000 from
a Subsequent Financing.


 


“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.


 


“Subsequent
Financing” means any equity or debt financing of the Company subsequent to the Issue Date; provided, however,
that none of the following shall be deemed an equity or debt financing: (a) any Additional Loan; and (b) any loan, grant, funding
or other payment from a domestic or foreign government or governmental entity (whether international, federal, state, local or
otherwise) (this clause (b), a “Government Loan”).


 






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2.       GENERAL
PROVISIONS.


 


2.1       Interest
Payment. Subject to the remainder of this Section 2.1, the Company shall
pay on each Interest Payment Date, the applicable interest payment computed in accordance with the provisions of this Note. Notwithstanding
the foregoing, the interest shall be payable as follows:


 


(a)       The
Quarterly Payments shall be payable in cash commencing on the six (6) month anniversary of the Issue Date (or the nine (9) month
anniversary of the Issue Date if as of such six (6) month anniversary the World Health Organization or a corresponding government
or government agency still categorizes or deems COVID-19 or the novel corona virus as a pandemic or outbreak) (the “First
Interest Payment Date”), with the Quarterly Payments accruing for the first (or first two, as the case may be) Interest
Payment Dates (i.e., for the period ending on the three (3) month anniversary of the Issue Date (or periods ending on the three
(3) month and six (6) month anniversaries of the Issue Date, as the case may be); the “Deferred Interest Payments”)
nevertheless being payable, without further interest thereon, pro rata from the First Interest Payment Date through the Maturity
Date (i.e., the payment on the First Interest Payment Date shall be the accrued and unpaid interest from the beginning of the three
month period ending on the First Interest Payment Date through the First Interest Payment Date plus the pro rata amount
of the Deferred Interest Payments assuming such amount is paid pro rata over the last seven (or six, as the case may be) quarters
of the Loan term); and


 


(b)       The
Maturity Date Payment shall be payable, at the option of the Holder, either in cash, or shares of Bionik common stock (“Interest
Shares”) at a price per share equal to the price per share of the Company’s then most recent capital raise
or debt conversion, or any other valuation as agreed in writing between the Holder and the Company (the election of the Holder
to pay the Maturity Date Payment in shares of common stock, the “Conversion Election”).


 


2.2       Delivery
of Conversion Shares Upon Optional Conversion of Interest. 


 


(a)       As
soon as is practicable after the Maturity Date upon a Conversion Election, the Company shall deliver to the Holder a certificate
or certificates evidencing the Interest Shares issuable to the Holder.


 


(b)       The
issuance of certificates for Interest Shares, if applicable, shall be made without charge to the Holder for any issuance tax in
respect thereof or other cost incurred by the Company in connection with such conversion and the related issuance of the Interest
Shares. Upon any issuance of Interest Shares, the Company shall take all such actions as are necessary in order to ensure that
the Interest Shares so issued shall be validly issued, fully paid and nonassessable.


 


(c)       No
fractional shares or scrip representing fractional shares shall be issued upon conversion of this Note. If any conversion of the
Maturity Date Payment would create a fractional share or a right to acquire a fractional share, the Company shall round to the
nearest whole number.


 






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2.3       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.


 


2.4       Prepayment.
This Note may be prepaid by the Company in whole or in part in its sole discretion.


 


3.       STATUS.


 


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.


 


4.       COVENANTS.



 


4.1       Additional
Loan. The Company shall use its best efforts to consummate one or more Additional Loans aggregating between US$1,500,000
and US$2,000,000, by the end of the two (2) month anniversary of the Issue Date.


 


4.2       Use
of Proceeds. The Principal Amount shall be used for general working capital of the Company.


 


4.3       Priority
of Repayment. The Company covenants and agrees that it shall not enter into any loan that provides for repayment terms
senior to the loan evidenced by this Note; provided that the limitations of this Section 4.3 shall not apply to any Government
Loan.


 


4.4       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.


 






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5.       REPRESENTATIONS
AND WARRANTIES.


 


5.1       The
Company. In connection with the transactions provided for herein, the Company hereby represents and warrants to Holder
that:


 


(a)       The
Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company
is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have
a material adverse effect on its business or properties.


 


(b)       All
corporate action has been taken on the part of the Company, its directors and/or stockholders necessary for the authorization,
execution and delivery of this Note. The Company has taken all corporate action required to make all the obligations of the Company
reflected herein the valid and enforceable obligations they purport to be. This Note is a direct, general and unconditional obligation
of the Company and constitutes the Company’s valid and legally binding obligation, enforceable in accordance with its terms,
except as may be limited by (i) applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the
enforcement of creditors’ rights and (ii) laws relating to availability of specific performance, injunctive relief or other
equitable remedies.


 


(c)       Other
than as may be required under applicable securities laws, no consent, approval, order or authorization of, or registration, qualification,
designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Company
in connection with the issuance of this Note or the securities that may be issuable upon conversion of the Maturity Date Payment.


 


5.2       The
Holder. In connection with the transactions provided for herein, the Holder hereby represents and warrants to the Company
that:


 


5.3       This
Note constitutes Holder’s valid and legally binding obligation, enforceable in accordance with its terms, except as may be
limited by (i) applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors’
rights and (ii) laws relating to availability of specific performance, injunctive relief or other equitable remedies.


 


5.4       Holder
acknowledges that this Note is issued to Holder in reliance upon Holder’s representation to the Company that the Interest
Shares that may be issuable upon the conversion of the Maturity Date Payment will be acquired for investment for Holder’s
own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such Holder
has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Note,
Holder further represents that Holder does not have any contract, undertaking, agreement or arrangement with any Person to sell,
transfer or grant participations to such Person or to any third Person, with respect to the Interest Shares.


 






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5.5       Holder
acknowledges that it has received all the information it considers necessary or appropriate for deciding whether to make the loan
evidenced by this Note. Holder further represents that it has had an opportunity to ask questions and receive answers from the
Company regarding the terms and conditions of this Note.


 


6.       REMEDIES.


 


6.1       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 6.1), 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;


 


(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; or


 


(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.


 






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6.2       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.


 


6.3       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.


 


7.       MISCELLANEOUS.


 


7.1       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.


 


7.2       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.


 


7.3       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).


 


7.4       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.


 


7.5       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.


 


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


 


7.7       Force
Majeure. Neither party shall be liable for its failure to perform hereunder due to any occurrence beyond its reasonable
control, including acts of God; pandemics; fires; floods; wars and acts of war; earthquakes; natural disasters; hurricanes, tornadoes
and similar events; adverse weather conditions of atypical severity or duration; mass quarantines; acts or threats of terrorism;
rioting; sabotage; accidents; labor disputes or shortages; strikes; actions (or inaction when action is required) of governmental
authorities; governmental laws, ordinances, rules, and regulations, whether valid or invalid; and any other similar occurrence.
The party whose performance is prevented by any such occurrence shall notify the other party thereof in writing as soon as is reasonably
possible after the commencement of such occurrence, and shall promptly give written notice to the other party of the cessation
of such occurrence. The party affected by such occurrence shall use reasonable commercial efforts to remedy or remove such event
of force majeure as expeditiously as possible.


 






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7.8       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.


 


7.9       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 parties have 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
	 	 	 
	 	 	 
	 	Celeste Management
	 	 	 
	 	 	 
	 	By: 	/s/ Dimitri Boulanger
	 	Name:	Dimitri Boulanger
	 	Title:	CEO


 








    Signature Page to Promissory Note