Bionik Laboratories Corp. (OTCMKTS:BNKL) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
The information set forth in Item 5.02 in this Form 8-K regarding the Employment Agreement and the Letter Agreement (each as defined in Item 5.02) is incorporated herein by reference.
Appointment of Chief Financial Officer
On November 30, 2020, Bionik Laboratories Corp. (the “Company”) issued a press release publicly announcing the appointment of Rich Russo, Jr., age 40, as the Company’s new Chief Financial Officer. 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. Russo replaces Leslie Markow as CFO, who shall remain with the Company as Deputy CFO through January 29, 2021, as described further below.
Mr. Russo Jr. has over 15 years of finance and accounting leadership experience and is a Certified Public Accountant.
From March 2017 through November 2020, Mr. Russo was the Vice President of Finance and United States Chief Financial Officer, of IcarbonX, a privately held digital health management company specialized in artificial intelligence and health data, and a predecessor PatientsLikeMe. While there, he was responsible for, among other things, the merger of three companies, fundraising, and the ultimate dissolution of certain affiliated companies.
From 2007-2016, Mr. Russo held various key leadership roles for Nasdaq-listed companies in life sciences, pharmaceutical and medical device industries. From September 2015 to October 2016, he served as Corporate Controller for Pieris Pharmaceuticals, Inc., a clinical stage biotechnology company, and prior to that, he had roles at Juniper Pharmaceuticals, a woman’s health company focused on developing therapeutics, and Cynosure, a medical device company focused on aesthetic treatment systems. In each of these roles, Mr. Russo was responsible for all finance activities and SEC reporting, including partnering closely with management to ensure effective and efficient financial procedures throughout the organizations. Mr. Russo started his career in 2005, where he served as an auditor at Pricewaterhouse Coopers in the assurance group.
Mr. Russo is a graduate of Bridgewater State University in Bridgewater, MA, where he graduated from a dual degree program, receiving his Bachelor of Science in Accounting and his Masters in Management and Accounting.
The Company entered into an Employment Agreement with Mr. Russo, effective as of November 30, 2020, his first day of employment (the “Employment Agreement”).
Mr. Russo shall be employed by the Company as its Chief Financial Officer until terminated to the termination provisions described in the Employment Agreement. to the terms of the Employment Agreement, Mr. Russo shall receive an annual base salary of $265,000 per annum. The annual base salary shall be reviewed on an annual basis. Mr. Russo 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 76,902 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 November 30, 2020, the date of grant, and which shall vest in full on November 30, 2021.
In the event Mr. Russo’s 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. Russo’s employment is terminated as a result of disability (as described in the Employment Agreement), Mr. Russo would be entitled to receive the annual salary, accrued vacation, and benefits through the date of termination.
In the event Mr. Russo’s employment is terminated by the Company for cause, as defined in the Employment Agreement, Mr. Russo would be entitled to receive his unpaid base salary earned up to the date of termination.
In the event Mr. Russo’s employment is terminated by the Company without cause, he would be entitled to receive six months’ base salary, plus accrued vacation.
Mr. Russo 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. Russo: (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. Russo 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. Russo 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 10.1 to this Current Report on 8-K, and which is incorporated by reference herein.
Termination of Leslie Markow as CFO
As of November 24, 2020, Leslie Markow, the Company’s Chief Financial Officer, agreed to the termination of her employment with the Company as of January 29, 2021 (the “Termination Date”), and that as of November 30, 2020, she will act in the new role of Deputy CFO of the Company and assist with the transition of her former duties to Mr. Russo as her replacement as Chief Financial Officer.
to a Letter Agreement between the Company and Ms. Markow executed on November 24, 2020 (the “Letter Agreement”), following the Termination Date, the Company will provide Ms. Markow with nine months of salary continuance, through October 29, 2021. Ms. Markow will also continue to be eligible to receive her prorated bonus for the fiscal year ending March 31, 2021, plus an additional bonus of $23,625 paid out over the salary continuation period.
Ms. Markow will further continue to receive certain benefits and payment of accrued and unused vacation.
The amount of Ms. Markow’s compensation that has been deferred in 2020 shall be subject to the following: (a) Ms. Markow will go back to full base salary as of December 1, 2020; and (b) the deferred amount of approximately US$79,800 will be paid on January 29, 2021.
The foregoing is intended only to be a summary of the Letter Agreement, and is qualified in its entirety by reference to the Letter 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.
(d) Exhibits
The following documents are furnished herewith as exhibits to this report:
| 10.1 | Employment Agreement with Rich Russo, Jr. |
| 10.2 | Letter Agreement with Leslie Markow |
| 99.1 | Press Release |
Bionik Laboratories Corp. Exhibit
EX-10.1 2 tm2037264d1_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT,…
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About Bionik Laboratories Corp. (OTCMKTS:BNKL)
Bionik Laboratories Corp. (Bionik), formerly Drywave Technologies, Inc., is a medical device and robotics company. The Company is focused on providing rehabilitation solutions and developing transformational technologies and solutions to individuals with neurological disorders, specializing in the designing, developing and commercializing of physical rehabilitation technologies, prosthetics and assisted robotic products. It has over three products on the market and approximately three products in various stages of development. The InMotion Systems include the InMotion ARM, InMotion HAND, InMotion Wrist and InMotion ANKLE are designed to provide patent-adaptive therapy in a manner that has been clinically verified to manage neuro-recovery. The Company is also engaged in developing a lower-body exoskeleton, ARKE, which designs to allow paraplegics, as well as other wheelchair users the ability to rehabilitate through walking.
