BIONIK LABORATORIES CORP. : Entry into a Material Definitive Agreement, Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement

The information set forth in Item 5.02 in this Form 8-K regarding the Employment Agreement and the Amendment Agreement (each as defined in Item 5.02) is incorporated herein by reference.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors;

          Appointment of Principal Officers




Promotion of Rich Russo Jr.

On October 6, 2022, the Board of Directors (the "Board") of Bionik Laboratories Corp. (the "Company") appointed Rich Russo Jr., the Company's existing Chief Financial Officer and interim Chief Executive Officer, as the Company's new full-time Chief Executive Officer and President and member of the Board of Directors. Mr. Russo will fill the vacancy on the Board created when the Company's prior CEO stepped down from that role. As a result of the promotion, Mr. Russo resigned from his position as Chief Financial Officer.

The Company believes that Mr. Russo is qualified as a board member of the Company because of his substantial executive experience as an executive officer of the Company.

On October 11, 2022, the Company and Mr. Russo entered into an Amendment No. 2 to his employment agreement dated November 30, 2020 (the "Amendment Agreement"), which in addition to the above appointments, provided for the following:

· Current annual salary of $265,000 would increase to $325,000, with the increase

deferred and accruing until a later date.

· Bonus target would increase from 40% to 50%

The Board further granted to Mr. Russo options to purchase 60,000 shares of the Company's common stock at an exercise price per share equal to the fair market value of the Company's common stock on October 6, 2022, the date of grant, and which shall vest 1/3 on each of the first three anniversaries of the grant date.

The foregoing is intended only to be a summary of the Amendment Agreement, and is qualified in its entirety by reference to the Amendment Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on 8-K, and which is incorporated by reference herein.

Appointment of Chief Financial Officer

On October 13, 2022, the Company issued a press release publicly announcing the appointment of Daniel Gonsalves, the Company's existing Corporate Controller, as the Company's new Executive Vice President and Chief Financial Officer. The press release further announced Mr. Russo's appointments. A copy of the press release is attached as Exhibit 99.1 to this Current Report on 8-K, and which is incorporated by reference herein. Mr. Gonsalves replaces Mr. Russo, who was promoted by the Board as the Company's new full-time CEO and President.

Mr. Gonsalves, age 39, has been the Company's Corporate Controller since September 2021. Mr. Gonsalves has over 15 years of finance and accounting leadership experience and is a Certified Public Accountant. From June 2017 to September 2021, he had various roles at Destination XL Group, Inc. (Nasdaq:DXLG), a publicly -traded men's retail company including as Director of Financial Planning & Analysis (November 2018-September 2021) and as Director of Financial Accounting & Reporting (June 2017-November 2018). From February 2014 to June 2017, Mr. Gonsalves was a Senior Manager at Corporate Finance Group Inc. a finance and accounting consulting firm where he served clients throughout the medical device, pharmaceutical, technology and software industries. Mr. Gonsalves started his career in 2005, where he served as an auditor at Deloitte in the assurance group. Mr. Gonsalves is a graduate of Providence College in Providence, RI, where he graduated with a Bachelor of Science in Accounting.

The Company entered into an Employment Agreement with Mr. Gonsalves, effective as of October 6, 2022 (the "Employment Agreement").

Mr. Gonsalves shall be employed by the Company as its Chief Financial Officer until terminated pursuant to the termination provisions described in the Employment Agreement. Pursuant to the terms of the Employment Agreement, Mr. Gonsalves shall receive an annual base salary of $240,000 per annum. The annual base salary shall be reviewed on an annual basis. Mr. Gonsalves may be entitled to receive an annual bonus of up to 30% of annualized actual base salary, based on performance in the previous fiscal year. He is also entitled to participate in the Company's equity incentive plan, and shall be granted options to purchase an aggregate of 60,000 shares of the Company's common stock, at an exercise price per share equal to the fair market value of the Company's common stock on October 6, 2022, the date of grant, and which shall vest 1/3 on each of the first three anniversaries of the grant date.

In the event Mr. Gonsalves' employment is terminated as a result of death, his estate would be entitled to receive any earned base salary and accrued vacation earned up to the date of death.

In the event Mr. Gonsalves' employment is terminated as a result of disability (as described in the Employment Agreement), Mr. Gonsalves would be entitled to receive the annual salary, accrued vacation, and benefits through the date of termination.

In the event Mr. Gonsalves' employment is terminated by the Company for cause, as defined in the Employment Agreement, Mr. Gonsalves would be entitled to receive his unpaid base salary earned up to the date of termination.

In the event Mr. Gonsalves' employment is terminated by the Company without cause, he would be entitled to receive six months' base salary, plus accrued vacation.

Mr. Gonsalves may terminate the Employment Agreement and his employment at any time, for any reason, provided that he provides the Company with 30 days' prior written notice. In case of "good reason" (as defined in the Employment Agreement), the Company shall pay to Mr. Gonsalves: (i) six months' salary; and (ii) accrued vacation time if any; provided that the Company shall not be required to pay the six months' salary in the event the Company elects to enforce the non-competition provisions of the Employment Agreement and pays to Mr. Gonsalves as a result of such enforcement, no less than that amount in base salary.

The Employment Agreement contains customary non-competition, non-solicitation and non-disparagement provisions in favor of the Company. Mr. Gonsalves also agreed to customary terms regarding confidentiality and ownership of intellectual property.

The foregoing is intended only to be a summary of the Employment Agreement, and is qualified in its entirety by reference to the Employment Agreement, a copy of which is attached as Exhibit 10.2 to this Current Report on 8-K, and which is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

Exhibit    Description
  10.1       Amendment Agreement with Rich Russo Jr.
  10.2       Employment Agreement with Daniel Gonsalves
  99.1       Press release
104        Cover Page Interactive Data File (embedded within the Inline XBRL document)

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