Ginger Capital Joint Venture

On May 23, 2017, Bionik Laboratories Corp. (the Company) entered
into a Co-operative Joint Venture Contract (the Agreement) with
Ginger Capital Investment Holding Ltd., a Hong Kong corporation
(Ginger Capital), to establish a cooperative joint venture
enterprise in the Peoples Republic of China. The name of the
cooperative joint venture will be China Bionik Medical
Rehabilitation Technology Ltd. and it will be a limited liability
company established for the purposes of strengthening the
economic cooperation and technical exchange between the parties
and adopting advanced technology and scientific management
methods through the distribution and promotion of the Companys
products in the Peoples Republic of China, Hong Kong and Macau
(the Territory). The registered capital of the joint venture will
be ten million RMB or approximately US$1.45 million, which will
be contributed entirely by Ginger Capital. The terms of the
cooperation include the entering into a Distribution Agreement
and License Agreement between the Company and the joint venture
company for the commercialization of the Companys products in the
Territory. In consideration of granting rights to the joint
venture enterprise to market and sell the Companys products in
the Territory, the joint venture enterprise is tasked with the
responsibility of obtaining approval from the PRC Food and Drug
Administration and such other approvals in order for such
marketing and sale in the Territory to be conducted. The joint
venture enterprise will be co-managed by the parties and each
party will be represented at the board level by directors
appointed by them. Any profit distribution will be 75% in favor
of Ginger Capital and 25% in favor of the Company.

The foregoing description of the Agreement does not purport to be
complete and is qualified in its entirety by the Agreement, a
copy of which is attached as Exhibit 10.1 to this Current Report
on Form 8-K and is incorporated herein by reference.

Ginger Capital Investment

In conjunction with the requirement of Ginger Capital to
capitalize the joint venture enterprise, affiliates of Ginger
Capital collectively invested or committed to invest $500,000 in
the Company on May 23, 2016, and the Company issued or will issue
to such affiliates of Ginger Capital convertible promissory notes
(collectively, the Note) and three-year common stock purchase
warrants (collectively, the Warrant).

The Company intends to use the net proceeds from the investment
for the Companys working capital and general corporate purposes.

The Note bears interest at a fixed rate of 8% per annum, payable
at the earlier of the one year anniversary of the Note and the
consummation of a qualified financing, as defined in the Note
(the Maturity Date).

Upon an equity or equity-linked round of financing of the Company
that raises gross proceeds of $3,000,000 or more (New Round
Stock), the outstanding principal and accrued interest (the
Outstanding Balance) shall convert into New Round Stock based
upon the lesser of: (i) $0.50 per New Round Stock and (ii) the
quotient obtained by dividing (x) the Outstanding Balance on the
conversion date multiplied by 1.10 by (y) the actual price per
New Round Stock in the Qualified Financing.

Upon the Maturity Date, Ginger Capital shall further be issued
the Warrant, exercisable into a number of shares of the Companys
common stock equal to (i) in the case of the conversion of the
Note, 25% of the number of shares issued upon conversion and (ii)
in the case of the repayment of the Note in cash, the number of
shares of Common Stock equal to the quotient obtained by dividing
the Outstanding Balance by 4. The exercise price per share is
$.60.

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

The issuance of the Note and the Warrant will not be registered
under the Securities Act. The Company relied upon the exemption
from securities registration provided by Section 4(a)(2) under
the Securities Act of 1933, as amended, for transactions not
involving a public offering.

The foregoing description of the Note and the Warrant does not
purport to be complete and is qualified in its entirety by the
Note and the Warrant.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth in Item 1.01 under the heading Ginger
Capital Investment in this Form 8-K is incorporated herein by
reference.

Item 5.02

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

Effective as of June 18, 2017, Hermano Igo Krebs, Ph.D., M.S.,
the Companys Chief Science Officer and a director, will step down
as the Companys Chief Science Officer, but will remain on the
Companys Board of Directors. The leadership change comes as part
of a transition following the completed integration of
Interactive Motion Technologies, Inc., which was acquired by the
Company in April 2016. The Company expects that Dr. Krebs
day-to-day responsibilities will be absorbed by existing
management.