Current Report Filing (8-k)
May 10 2023 - 9:01AM
Edgar (US Regulatory)
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2023-05-05
2023-05-05
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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): May 5, 2023
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 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
May 5, 2023, Orgenesis Inc. (“Orgenesis”), Morgenesis LLC (“Morgenesis”), a recently
formed subsidiary of Orgenesis holding all the assets of Orgenesis’ point of care
services business for treating patients (“POCare Services”), and MM OS Holdings, L.P. (“MM”), an
affiliate of Metalmark Capital Partners, entered into Amendment No. 1 (the “Amendment”) to the Unit Purchase Agreement
dated November 4, 2022 (the “UPA”). Pursuant to the Amendment, MM agreed to make an investment of $5,000,000 in cash
in exchange for 500,000 Class A Preferred Units of Morgenesis to support the continued expansion
of Orgenesis’ POCare Services business (the “Subsequent Investment”). The investment amount of the First Future Investment
(as defined in the UPA) will be reduced by the amount of the Subsequent Investment.
The
foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the provisions
of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is 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. |
|
| |
|
|
| By: |
/s/
Neil Reithinger |
|
| |
Neil
Reithinger |
|
| |
Chief
Financial Officer, Treasurer and Secretary |
|
| |
May
10, 2023 |
|
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