BOUT Innovator Ibd Breakout Opportunities ETF

Item 1.01 Entry into a Material Definitive Agreement.

Private Placement Offering

On March 30, 2022, Orgenesis Inc. (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain investors (each an “Investor” and, collectively, the “Investors”), pursuant to which the Company agreed to issue and sell, in a private placement (the “Offering”), 4,933,333 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a purchase price of $3.00 per share (the “Shares”) and warrants to purchase up to 1,000,000 shares of Common Stock at an exercise price of $4.50 per share (the “Warrants”). The Company expects to receive gross proceeds of approximately $14.8 million before deducting related offering expenses. The Offering is expected to close on or about April 30, 2022, subject to customary closing conditions.

Securities Purchase Agreement

The Purchase Agreement contains representations and warranties of the Company and the Investors, which are typical for transactions of this type. In addition, the Purchase Agreement contains customary covenants on the Company’s part that are typical for transactions of this type.

Warrants

The Warrants entitle the holders to purchase up to 1,000,000 shares of Common Stock. The Warrants are not exercisable until after six months from the date of issuance and expire three years from the date of issuance. The Warrants have an exercise price of $4.50 per share.

The Shares, Warrants and the shares of Common Stock issuable from time to time upon exercise of the Warrants (the “Underlying Shares”) have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and are being issued and sold in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder. Each Investor is acquiring the securities for investment and acknowledged that it is an accredited investor as defined by Rule 501 under the Securities Act. The Shares, Warrants and Underlying Shares may not be offered or sold in the absence of an effective registration statement or exemption from the registration requirements under the Securities Act.

Registration Rights Agreement

In connection with the Purchase Agreement, the Company and the Investors entered into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which the Company has agreed to register the resale of the Shares and Underlying Shares on a registration statement on Form S-3 (the “Registration Statement”) to be filed with the United States Securities and Exchange Commission (the “SEC”) within sixty (60) days after the closing of the Offering and to cause the Registration Statement to be declared effective within ninety (90) days after the closing of the Offering (or one hundred and twenty (120) days after the closing of the Offering if the SEC reviews the Registration Statement). If certain of the Company’s obligations under the Registration Rights Agreement are not met, the Company is required to pay partial liquidated damages to the Investors.

The foregoing summaries of the Purchase Agreement, the Warrants and the Registration Rights Agreement do not purport to be complete and are subject to, and qualified in their entirety by, such documents attached as Exhibits 4.1, 10.1 and 10.2, respectively, to this Current Report on Form 8-K, which are incorporated herein by reference.