UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): ~~April~~May 204, 2023

BIONIK LABORATORIES CORP.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		000-54717		27-1340346
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(IRS Employer Identification No.)

80 Coolidge Hill Road

Watertown, MA

02472

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (617) 926-4800

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Not applicable		Not applicable		Not applicable

Item 17.01 ~~Entry~~Regulation ~~Into~~FD ~~A Material Agreement~~Disclosure.

~~The~~On ~~information~~May ~~set~~4, ~~forth~~2023, Bionik Laboratories Corp. (the “Company”) issued a press release to announce that it has entered into a distribution agreement with Pro-Med Technology LTD, a provider of medical equipment based in ~~Item~~Hong 2Kong.03 isThe ~~incorporated~~agreement between the two companies will grant Pro-Med Technology with the byexclusive ~~reference~~rights ~~into~~to ~~this~~market ~~Item~~and 1sell the Company’s InMotion® Arm/Hand robotic device in Hong Kong.~~01.~~

The press release, which is furnished as Exhibit 99.1 to this Current Report on Form 8-K, is incorporated herein by reference. The information in this report (including Exhibit 99.1) is being furnished pursuant to Item 27.0301 ~~Creation~~and shall not be deemed to be “filed” for the purposes of aSection ~~Direct~~18 of ~~Financial~~the ~~Obligation~~Securities Exchange Act of 1934, as amended, or anotherwise ~~Obligation~~subject ~~under~~to the liabilities of that section. This report will not be deemed an ~~Off-Balance~~admission ~~Sheet~~as ~~Arrangement~~to the materiality of aany ~~Registrant~~information herein (including Exhibit 99.1).

On April 20, 2023, Bionik Laboratories Corp. (the “Company”) issued a convertible promissory note (the “Note”) and borrowed $250,000 (the “Loan”) from an existing stockholder of the Company (the “Holder”). The Holder subscribed to the Note pursuant to a Subscription Agreement (the “Subscription Agreement”).

The Company intends to use the net proceeds from the Loan for the Company’s working capital and general corporate purposes.

The Note bears interest at a fixed rate of 1% per month, computed based on a 360-day year of twelve 30-day months and will be payable, along with the principal amount, on the two year anniversary of the issue date (the “Maturity Date”).

The Note will be convertible into equity of the Company upon the following events on the following terms:

• On the Maturity Date without any action on the part of the Holder, the outstanding principal and accrued and unpaid interest under the Note will be converted into shares of common stock at a conversion price equal to the closing price of the Company’s common stock on the Maturity Date.

• Upon the consummation of the next equity or equity linked round of financing of the Company for cash proceeds (the “Qualified Financing”), without any action on the part of the Holder, the outstanding principal and accrued and unpaid interest under the Note will be converted into the securities (or units of securities if more than one security are sold as a unit) issued by the Company in one or more tranches in the context of the Qualified Financing, based upon the issuance (or conversion) price of such securities.

The Note contains customary events of default, which, if uncured, entitle the Holder to accelerate the due date of the unpaid principal amount of, and all accrued and unpaid interest on, the Note.

The foregoing is a brief description of the subscription of the Note and the terms of the Note and is qualified in its entirety by reference to the full text of the Subscription Agreement and the Note.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth above in Item 2.03 of this Current Report on Form 8-K relating to the issuance of the Note is incorporated by reference herein. The Note and, unless subsequently registered, the shares underlying the Note, will be issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), Regulation D promulgated thereunder and/or Regulation S under the Securities Act.

Item 9.01

Financial Statements and Exhibits.

Exhibit		Description
99.1		Press release
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: ~~April~~May 264, 2023

BIONIK LABORATORIES CORP. By: /s/ Rich Russo Jr. Name: Rich Russo Jr. Title: ~~President~~Chief Financial Officer and Interim CEO

Filing Compare · Bionik Laboratories Corp.