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
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