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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 21, 2024
ORGENESIS
INC.
(Exact
name of registrant as specified in its charter)
| Nevada
|
|
001-38416 |
|
98-0583166
|
| (State
or Other Jurisdiction |
|
(Commission
File |
|
(IRS
Employer |
| of
Incorporation) |
|
Number) |
|
Identification
No.) |
20271
Goldenrod Lane, Germantown, MD 20876
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (480) 659-6404
Not
Applicable
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock |
|
ORGS |
|
The
Nasdaq Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b -2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01 Entry into a Material Definitive Agreement.
On
August 21, 2024, Orgenesis Maryland LLC (“Orgenesis Maryland”), a subsidiary of Orgenesis Inc. (the “Company”),
entered into an amended and restated promissory note (the “Note”) with Jacob Safier (the “Lender”), pursuant
to which the Lender agreed to loan Orgenesis Maryland an additional amount of $750,000 and amend the terms of the parties’ original
promissory note, dated as of June 26, 2024, in the principal amount of $250,000, for a total principal amount of $1,000,000 under the
Note (the “Loan Amount”). The Loan Amount shall bear interest at a rate of 10% per annum (based on a 365-day year) and shall
become due and payable on December 31, 2024. The Loan Amount plus accrued interest may be prepaid by Orgenesis Maryland in whole or in
part at any time without the prior written approval of the Lender.
If
Orgenesis Maryland, the Company or any subsidiary of the Company completes a transaction or series of related transactions pursuant to
which Orgenesis Maryland, the Company or any subsidiary of the Company issues and sells any of its equity securities following the date
of the Note for an aggregate gross proceeds of at least $15 million, the Note holder may require repayment in full of the then outstanding
principal amount and all accrued and unpaid interest on the Note.
As
partial consideration for the entry into of the Note, the Company agreed to issue to Lender five-year warrants to purchase an aggregate
of 970,873 shares of common stock of the Company at an exercise price of $1.03 per share. If Orgenesis Maryland fails to pay timely the
amounts due under the Note on the maturity date, the Company shall issue to Lender additional five-year warrants to purchase an aggregate
of 970,873 shares of common stock of the Company at an exercise price of $1.03 per share.
The
Note contains certain specified events of default, the occurrence of which would entitle the Lender to immediately demand repayment of
all obligations under the Note. Such events of default include, among others, the commencement of bankruptcy or insolvency proceedings
against Orgenesis Maryland, breaches of any agreements under the Note after a cure period, and failure to make payments under the Note.
The
foregoing summary of each of the Note and the form of warrant described herein does not purport to be complete and is subject to, and
qualified in its entirety by, the full text of each such document attached as Exhibit 10.1 and 4.1, respectively, to this Current Report
on Form 8-K, which is incorporated herein by reference.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information required by this Item 2.03 is included under Item 1.01 of this Current Report on Form 8-K.
Item
3.02. Unregistered Sales of Equity Securities.
Each
of the warrants to be issued pursuant to the Note and the shares of common stock of the Company issuable upon exercise of such warrants
have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and shall be exempt from registration
under Section 4(a)(2) of the Securities Act as a transaction not involving a public offering. The information contained in Item 1.01
above is hereby incorporated by reference into this Item 3.02.
Item
9.01. Financial Statements and Exhibits.
The
exhibit listed in the following Exhibit Index is filed as part of this Current Report on Form 8-K.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
ORGENESIS
INC. |
| |
|
| Date:
August 26, 2024 |
By: |
/s/
Victor Miller |
| |
|
Victor
Miller |
| |
|
Chief
Financial Officer, Treasurer and |
| |
|
Secretary |
null
Exhibit
10.1
AMENDED
AND RESTATED PROMISSORY NOTE
| $1,000,000 |
August
21, 2024 |
FOR
VALUE RECEIVED, Orgenesis Maryland, LLC, a Maryland limited liability company (the “Borrower”) and wholly-owned subsidiary
of Orgenesis Inc. (“Orgenesis”), hereby promises to pay to the order of Jacob Safier, or his successors or assigns
(the “Holder”), the principal sum of ONE MILLION DOLLARS ($1,000,000) in the manner provided in this Amended and Restated
Promissory Note (this “Note”).
1.
Principal. The Borrower shall pay the Holder the entire outstanding principal balance, together with all other amounts owing hereunder,
in full on the earlier of (i) December 31, 2024 or (ii) as described in Section 4 below, if not paid earlier as required or permitted
hereby.
2.
Interest. Interest on this Note shall accrue at a rate of ten (10%) percent per annum, including interest accruing on the Existing
Note (as defined in Section 9.6 hereof). Interest shall be computed on the basis of a 365-day year for the actual number of days elapsed.
3.
Prepayment. The outstanding principal balance of this Note may be prepaid in full or in part in cash at any time, without premium,
penalty or discount.
4.
Repayment. If the Borrower, its parent company Orgenesis or any other subsidiary of Orgenesis completes a transaction or series
of related transactions pursuant to which the Borrower, Orgenesis or any subsidiary of Orgenesis issues and sells any of its equity securities
following the date of this Note for an aggregate gross proceeds of at least $15 million, the Holder may require repayment in full of
the then outstanding principal amount and all accrued and unpaid interest on this Note.
5.
Warrants. As partial consideration for the entry into of this Note, Orgenesis shall issue on the date first written above to Holder
five-year warrants to purchase an aggregate of 970,873 shares of common stock of Orgenesis at an initial exercise price of $1.03 per
share, in the form attached as Exhibit A hereto. If the Borrower fails to pay timely the amounts due in accordance Section 1 of
this Note, Orgenesis shall issue to Holder additional five-year warrants to purchase an aggregate of 970,873 shares of common stock of
Orgenesis at an initial exercise price of $1.03 per share, in the form attached as Exhibit A hereto.
6.
Representations and Warranties of the Borrower. The Borrower hereby makes the representations and warranties set forth below to
the Holder that as of the date of its execution of this Note:
6.1
Due Authorization. The Borrower represents and warrants that (i) the execution and delivery of this Note by it and the consummation
by it of the transactions contemplated hereby have been duly authorized by all necessary action on its behalf and (ii) this Note has
been duly executed and delivered by the Borrower and constitutes the valid and binding obligation of the Borrower, enforceable against
it in accordance with its terms.
6.2
No Conflicts. The execution, delivery and performance of this Note by the Borrower and the consummation by the Borrower of the transactions
contemplated hereby do not and will not: (i) conflict with or violate any provision of the Borrower’s organizational or charter
documents, or (ii) conflict with or result in a violation of any agreement, law, rule, regulation, order, judgment, injunction, decree
or other restriction of any court or governmental authority which would interfere with the ability of the Borrower to perform its obligations
under this Note.
7.
Representations and Warranties of the Holder. The Holder hereby makes the representations and warranties set forth below to the
Borrower that as of the date of its execution of this Note:
7.1
Due Authorization. The Holder represents and warrants that (i) the execution and delivery of this Note by it and the consummation
by it of the transactions contemplated hereby have been duly authorized by all necessary action on its behalf and (ii) this Note has
been duly executed and delivered by the Holder and constitutes the valid and binding obligation of the Holder, enforceable against it
in accordance with its terms.
7.2
No Conflicts. The execution, delivery and performance of this Note by the Holder and the consummation by the Holder of the transactions
contemplated hereby do not and will not: (i) conflict with or violate any provision of the Holder’s organizational or charter documents,
or (ii) conflict with or result in a violation of any agreement, law, rule, regulation, order, judgment, injunction, decree or other
restriction of any court or governmental authority which would interfere with the ability of the Holder to perform its obligations under
this Note.
7.3
Accredited Investor. By its signature below, the Holder hereby represents and warrants that it is an “accredited investor”
as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended.
8.
Events of Default. Any of the following acts, conditions, events or occurrences shall constitute an event of default hereunder
(“Event of Default”):
8.1
the Borrower shall fail to pay when due any principal or interest hereunder and fails to cure such breach within fifteen days after
notice thereof is provided by the Holder;
8.2
the Borrower shall breach any agreement contained in this Note and fails to cure such breach within fifteen days after notice thereof
is provided by the Holder;
8.3
(i) the commencement by the Borrower of a voluntary case under the bankruptcy code of the United States (the “Bankruptcy
Code”) or any foreign, federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or (ii) the
consent by the Borrower to the entry of an order for relief in an involuntary bankruptcy or similar case, or to the conversion of an
involuntary case to a voluntary case, under any such law, or (iii) the consent by the Borrower to the appointment of, or the taking of
possession by, a receiver, trustee or other custodian for all or a substantial part of its properties, or (iv) the making by the Borrower
of any assignment for the benefit of creditors, or (v) the admission by the Borrower in writing of its inability to pay its debts as
such debts become due or the Borrower otherwise becomes insolvent; or
8.4
(i) the entry by a court of a decree or order for relief with respect to the Borrower in an involuntary case under the Bankruptcy
Code or any applicable foreign, federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, which decree
or order is not stayed or dismissed within 60 days of the entry thereof, or (ii) the entry by a court of a decree or order for the appointment
of a receiver, liquidator, sequestrator, trustee, custodian or other person having similar powers over the Borrower or over all or a
substantial part of its properties; or
8.5
the Borrower or Orgenesis defaults under or fails to perform with respect to one or more material obligations regarding outstanding
indebtedness other than this Note and fails to cure such default(s) or failure(s) to perform within five (5) days of the receipt of written
notice of such default(s) or failure(s) to perform.
9.
Remedies.
9.1
Remedies. In the event of an occurrence of any Event of Default, or at any time thereafter until such Event of Default is cured or
waived to the written satisfaction of the Holder, the Holder may by notice in writing to the Borrower declare the entire principal amount
of this Note, together with all other amounts owing hereunder, to be immediately due and payable without presentment, demand, protest,
notice of protest or other notice of dishonor of any kind, all of which are waived by the Borrower; provided, that upon the occurrence
of an Event of Default under Section 8.3, the entire unpaid principal amount of this Note then outstanding and all interest accrued
and unpaid thereon will be immediately due and payable without presentment, demand, protest or notice of any kind. The Borrower agrees
to pay on demand all reasonable costs and expenses, including attorney fees, incurred by the Holder in connection with the collection
of this Note.
9.2
No Waiver; Remedies Cumulative. No failure or delay on the part of the Holder in exercising any right, power or remedy under this
Note shall operate as a waiver thereof; nor shall any single or partial exercise of any such right, power or remedy preclude any other
or further exercise thereof or the exercise of any other right, power or remedy under this Note. The remedies herein are cumulative and
not exclusive of any remedies provided by law.
10.
General.
10.1
Governing Law and Jurisdiction. This Note and the obligations of the parties hereunder will be construed and enforced in accordance
with the laws of the State of New York.
10.2
Successors and Assigns. The rights and obligations of the Borrower and the Holder of this Note shall be binding upon and benefit
their respective permitted successors, assigns, heirs, administrators and transferees. The Borrower may not assign this Note, in whole
or in part, without the written consent of the Holder. The Holder may not assign this Note, in whole or in part, without the written
consent of the Borrower.
10.3
Waiver. No waiver, forbearance, failure or delay by the Holder in exercising, or the exercise or beginning of exercise by the Holder
of, any right, power or remedy, simultaneously or later, shall not preclude the further, simultaneous or later exercise thereof, and
every right, power or remedy of the Holder shall continue in full force and effect until such right, power or remedy is specifically
waived in a writing executed by the Holder.
10.4
Entire Agreement. This Note contains the entire agreement between the parties with respect to the subject matter hereof, and supersedes
every course of dealing, other conduct, oral agreement or representation previously made by the parties. In the event that any court
of competent jurisdiction shall determine that any provision, or portion thereof, contained in this Note shall be unenforceable in any
respect, then such provision shall be deemed limited to the extent that such court deems it enforceable, and the remaining provisions
of this Note shall nevertheless remain in full force and effect.
10.5
Notices. All notices and other communications given or made pursuant to this Note shall be in writing and shall be deemed effectively
given upon the earlier of actual receipt or: (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic
mail or facsimile during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s
next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid,
or (d) one (1) business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day
delivery, with written verification of receipt. All communications shall be sent to the respective parties at their address as set forth
on their signature pages to this Note, or to such e-mail address, or address as subsequently modified by written notice given in accordance
with this Section 9.5.
10.6
Amendment and Restatement. This Promissory Note amends and restates that certain Promissory Note in the principal amount of $250,000
issued to the Holder by the Borrower on June 26, 2024 (the “Existing Note”) in its entirety. Upon the issuance of
this Note, the Existing Note shall be deemed superseded by this Note without any further action by the Holder or the Borrower. The indebtedness
evidenced by the Existing Note is continuing indebtedness, and nothing in this Note shall be deemed to constitute a payment, settlement
or novation of the Existing Note. All of the obligations of the Borrower from and after execution and delivery of this Note by the Borrower,
continue in full force and effect as set forth herein.
10.7
Jury Trial Waiver. THE BORROWER AND THE HOLDER KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL
BY JURY WITH RESPECT TO ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE OTHER PARTY HERETO.
*****
IN
WITNESS WHEREOF, this Amended and Restated Promissory Note has been duly executed by the Borrower as of the day and year first above
written.
ORGENESIS
MARYLAND, LLC
| By: |
/s/
Vered Caplan |
|
| Name: |
Vered
Caplan |
|
| Title: |
CEO |
|
| |
|
|
| Email: |
vered.c@orgenesis.com |
| |
|
|
| Address for Notices: |
Accepted
and agreed as of the day and year first above written.
| /s/
Jacob Safier |
|
| Jacob
Safier |
|
Email:
Address
for Notices:
Accepted
and agreed as of the day and year first above written.
ORGENESIS
INC.
| By: |
/s/
Vered Caplan |
|
| Name: |
Vered
Caplan |
|
| Title: |
CEO |
|
Email:
Address
for Notices:
Exhibit
A
Form
of Warrant
v3.24.2.u1
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