Current Report Filing (8-k)
December 19 2022 - 9:02AM
Edgar (US Regulatory)
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2022-12-15
2022-12-15
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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): December 15, 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, 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
5.07 Submission of Matters to a Vote of Security Holders
On
December 15, 2022, Orgenesis Inc. (the “Company”) held its 2022 annual meeting of stockholders (the “2022 Annual Meeting”)
at 10:00 a.m. EST in a virtual-only meeting format as a result of public health and travel guidance due to COVID-19. As of October 19,
2022, the record date for the 2022 Annual Meeting, there were 25,545,755 shares of the Company’s common stock, par value $0.0001
per share (“Common Stock”), issued and outstanding. A quorum of common stockholders, present virtually in person or by proxy,
representing 9,972,739 shares of Common Stock, or approximately 39.04% of the shares entitled to vote, was present at the 2022 Annual
Meeting. A description of the material terms of each proposal set forth below were included in the Company’s definitive proxy statement
filed with the Securities and Exchange Commission (the “SEC”) on November 1, 2022. The final voting results of the 2022 Annual
Meeting are set forth below.
1.
Proposal to elect directors to serve until the 2023 Annual Meeting of Stockholders.
The
Company’s stockholders elected each of the Company’s six nominees for director to serve a term of one year to expire at the
2023 annual meeting of stockholders or until their respective successors are duly elected and qualified, as set forth below:
Name | |
Votes For | | |
Votes Withheld | |
Vered Caplan | |
| 5,617,735 | | |
| 18,451 | |
Guy Yachin | |
| 5,427,779 | | |
| 208,407 | |
David Sidransky | |
| 4,090,322 | | |
| 1,545,864 | |
Yaron Adler | |
| 5,426,365 | | |
| 209,821 | |
Ashish Nanda | |
| 5,541,176 | | |
| 95,010 | |
Mario Philips | |
| 5,544,294 | | |
| 91,892 | |
2.
Proposal to ratify the appointment of Kesselman & Kesselman C.P.A.s, a member firm of PricewaterhouseCoopers International Limited,
as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.
Votes For | | |
Votes Against | | |
Abstain | | |
Broker Non-Votes | |
| 9,956,823 | | |
| 8,588 | | |
| 7,328 | | |
| - | |
Proposals
1 and 2 received the requisite number of votes and were approved.
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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