Current Report Filing (8-k)
July 20 2022 - 4:29PM
Edgar (US Regulatory)
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2022-07-15
2022-07-15
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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): July 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
1.01 Entry into a Material Definitive Agreement.
Convertible
Note Extension Agreement
As
previously disclosed, on June 6, 2019, Orgenesis Inc. (the “Company”) entered into a private placement subscription agreement
with J. Ezra Merkin (the “Lender”), pursuant to which the Lender purchased from the Company a 6% Unsecured Convertible Note
in the aggregate principal amount of $1,950,000 (the “Convertible Note”), which is convertible, at the discretion of the
Lender, into units at a conversion price of $7.00 per unit, each unit consisting of one share of Common Stock and a warrant, exercisable
for three (3) years, to purchase one share of Common Stock at a price of $7.00 per share. On July 15, 2022, the Company and the Lender
entered into an amendment to such Convertible Note, the Convertible Note Extension Agreement (the “Amendment”), which amended
the Convertible Note as follows:
| |
● |
the
Company agrees to pay an initial $500,000 repayment to the Lender on or prior to August 15, 2022, and if the repayment is not paid
on August 15, 2022, it will constitute an event of default; |
| |
● |
the
interest rate will increase from 6% to 8% per annum as of June 5, 2022; |
| |
● |
if
an event of default has occurred, the interest on the unconverted and then outstanding principal amount shall accrue at the rate
of 15% per annum; |
| |
● |
the
Maturity Date shall be extended to September 10, 2022 (the “Maturity Date”); and |
| |
● |
as
consideration for the Maturity Date extension, the Company agreed to grant the Lender warrants to purchase up to 330,000 shares of
Common Stock of the Company, exercisable for three years, at an exercise price of $4.50 per share (the “Warrants”). |
The
foregoing summary of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the Amendment
attached as Exhibit 10.1 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.
The
Warrants and the shares of Common Stock 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 below 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:
July 20, 2022 |
By: |
/s/
Neil Reithinger |
| |
|
Neil
Reithinger |
| |
|
Chief
Financial Officer, Treasurer and |
| |
|
Secretary |
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