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Item 5.02
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Departure of Directors
or Principal Officers; Election of Directors; Appointment of Principal Officers
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Resignation
of Michal Prywata from the Board of Directors
Effective as of
September 7, 2018, Michal Prywata, a member of the Board of Directors (the “Board”) of Bionik Laboratories Corp. (the
“Company”), and the Company’s Chief Technology Officer, resigned from the Board. Mr. Prywata’s departure
is not related to any disagreement with the Company’s accounting or operating policies or practices. Mr. Prywata remains
the Company’s Chief Technology Officer and was granted observer status to the Board on September 7, 2018.
Appointment
of new members to the Board of Directors
On September 7,
2018, the independent directors of the Board nominated, and the Board appointed, Audrey Thevenon, Ph.D., age 40, to fill the vacancy
on the Board resulting from Mr. Prywata’s resignation. Dr. Thevenon was also appointed to the Boards’ Compensation
Committee.
Dr. Thevenon serves
as a Program Officer on the Board of Life Sciences at the National Academies of Sciences, Engineering and Medicine (“NASEM”),
a private, nonprofit institution that provides high-quality, objective advice on science, engineering, and health matters, since
October 2016, and previously served as the Associate Program Officer of NASEM from August 2014 to October 2016. Dr. Thevenon also
serves as the Managing Editor of the journal Institute for Laboratory Animal Research at NASEM. From February 2012 to July 2014,
Dr. Thevenon was a Postdoctoral Fellow at the Uniformed Services University of the Health Sciences in Bethesda, MA. Dr. Thevenon
has also completed a Postdoctoral Fellowship at the University of Hawaii in placental pharmacology. Dr. Thevenon has a Ph.D. and
an MS both in Biology from Georgetown University, as well as an MS in Cell Biology & Physiology and a BS in Life Sciences and
Environment from the University of Rennes 1 in France.
Dr. Thevenon will receive director
fees generally provided to the independent directors of the Company, which at this time is up to $50,000 per annum for her
services as a director and any Board committees she may serve on from time to time. In addition, the Board, in its sole
discretion, may grant to Dr. Thevenon an annual award of shares of the Company’s common stock, which award shall be
based upon performance criteria established by the Board, such as number of Board meetings attended and complexity of tasks
undertaken, and which shall be subject to any vesting requirements as established by the Board.
There is no other arrangement or understanding
between Dr. Thevenon and any other persons pursuant to which Dr. Thevenon was elected as a director. The Company believes that
Dr. Thevenon is qualified as to serve as a member of the Board because of her experience in medicine and scientific innovation.
On September 7,
2018, the independent directors of the Board nominated, and the Board appointed, Charles Matine, age 60, to fill the remaining
vacancy on the Board. Mr. Matine was also appointed to the Board’s Audit Committee.
Mr. Matine serves
as an Advisory Board Member of Enlaps, a start-up company providing a time-lapse solution to photographers, since February 2018.
Since July 2015, Mr. Matine has served as a strategic advisor to C4 Ventures, a London-based venture fund supporting media, e-commerce
and hardware startups. In April 2014, Mr. Matine founded B & Associates, a marketing and digital transformation consultancy
firm, and has served as its CEO since April 2014. Prior to that, Mr. Matine served as a Business Unit Director of Apple France
from July 2010 to April 2014, where he led the Education and Research business unit, and as a Senior Marketing Manager of Apple
Europe from April 2006 to June 2010, where he was responsible for promoting Apple products and defining marketing, PR and branding
strategies within central Europe, the Middle East and Africa. Prior to Apple, Mr. Matine worked extensively in marketing and advertising,
promoting technology products and brands throughout Europe. Mr. Matine studied at Sciences Po (the Paris Institute for Political
Studies, Section Public Service) and holds the IFA-Sciences Po non-executive director certificate.
Mr. Matine will
receive director fees generally provided to the independent directors of the Company, which at this time is $50,000 per annum for
his services as a director and any Board committees he may serve on from time to time. In addition, the Board, in its sole discretion,
may grant to Mr. Matine an annual award of shares of the Company’s common stock, which award shall be based upon performance
criteria established by the Board, such as number of Board meetings attended and complexity of tasks undertaken, and which shall
be subject to any vesting requirements as established by the Board.
There is no other
arrangement or understanding between Mr. Matine and any other persons pursuant to which Mr. Matine was elected as a director. The
Company believes that Mr. Matine is qualified as to serve as a member of the Board because of his experience with product marketing
and go-to-market strategies.