Current Report Filing (8-k)
December 19 2022 - 9:01AM
Edgar (US Regulatory)
0001460602
false
--12-31
0001460602
2022-12-14
2022-12-14
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): December 14, 2022
ORGENESIS
INC.
(Exact
name of registrant as specified in its charter)
Nevada
|
|
001-38416
|
|
98-0583166
|
(State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
of
incorporation) |
|
File
Number) |
|
Identification
No.) |
20271
Goldenrod Lane, Germantown, 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 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
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
December 14, 2022, the Board of Directors of Orgenesis Inc. (the “Company”) approved an amendment to the Company’s
Amended and Restated Bylaws (as amended and restated, the “Bylaws”). The amendment removed certain obligations and restrictions
on decision making relating to that certain share exchange agreement, dated November 3, 2014, among the Company, MaSTherCell SA, Cell
Therapy Holding SA and the selling shareholders (the “Share Exchange Agreement”), as the Share Exchange Agreement is no longer
relevant to the Company due to the Company’s previously disclosed sale of its Masthercell subsidiary on February 10, 2020. The
Bylaws also include certain conforming and administrative changes related to the amendment.
The
foregoing description is qualified in its entirety by reference to the Amended and Restated Bylaws, which are filed herewith as Exhibit
3.1 and incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
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:
December 19, 2022 |
By: |
/s/
Neil Reithinger |
|
|
Neil
Reithinger |
|
|
Chief
Financial Officer, Treasurer and Secretary |
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