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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 21, 2024
ORGENESIS
INC.
(Exact name of registrant as specified in its charter)
| Nevada
|
|
001-38416 |
|
98-0583166
|
| (State
or other jurisdiction
|
|
(Commission
File |
|
(IRS
Employer |
| of
incorporation |
|
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. |
Debt
Exchange Agreements
Orgenesis Inc. (the “Company”) entered into debt exchange agreements
with three convertible debt holders pursuant to which a total of $16,007,372 of outstanding principal and accrued interest will be exchanged
for an aggregate of 15,776,947 shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”), of
which $14,860,422 will be exchanged for shares at an exchange price of $1.03 per share of Common Stock and $1,146,950 will be exchanged
for shares at an exchange price of $0.85 per share of Common Stock representing premiums of 102% and 67%, respectively compared to the
closing price on May 21, 2024 as further described below.
On
May 21, 2024, the Company and Yehuda Nir entered into a debt exchange agreement (the “Nir Debt Exchange Agreement”),
pursuant to which Mr. Nir agreed to exchange $13,176,000 of outstanding principal amount and accrued interest under certain convertible
debt agreements and instruments (the “Nir Debt”) for an aggregate of 12,955,611 shares (the “Nir Shares”) of
Common Stock. Under no circumstances whatsoever may the aggregate number of Nir Shares issued to Mr. Nir in connection with the
exchange of the Nir Debt at any time exceed 19.99% of the total number of shares of Common Stock outstanding or of the voting power of
the Company (the “Beneficial Ownership Limitation”) unless the Company has obtained either (i) its shareholders’ approval
of the issuance of more than such number of shares of Common Stock pursuant to Nasdaq Marketplace Rule 5635(b) or (ii) a waiver from
The Nasdaq Stock Market of the Company’s compliance with Rule 5635(b). To the extent that Mr. Nir’s right to receive the
full amount of the Nir Shares would result in Mr, Nir exceeding the Beneficial Ownership Limitation, then Mr. Nir shall not be entitled
to participate in such exchange to the full extent (or in the beneficial ownership of any Shares as a result of such exchange to such
extent) and the portion of such Nir Shares (subject to adjustment for stock splits and similar transactions) shall be held in abeyance
for the benefit of Mr. Nir until such time, if ever, as its right thereto would not result in Mr. Nir exceeding the Beneficial Ownership
Limitation. At the end of each fiscal quarter, the Company shall determine whether any portion of the Nir Shares held in abeyance for
Mr. Nir may be issued by the Company to Mr. Nir without exceeding the Beneficial Ownership Limitation and following such determination
shall issue any such Nir Shares to Mr. Nir up to the Beneficial Ownership Limitation.
On
May 21, 2024, the Company and Aharon Lukach entered into a debt exchange agreement (the “Lukach Debt Exchange Agreement”),
pursuant to which Mr. Lukach agreed to exchange $1,458,171 of outstanding principal amount and accrued interest under certain convertible
debt agreements and instruments (the “Lukach Debt”) for an aggregate of 1,488,132 shares (the “Lukach Shares”)
of Common Stock.
On
May 21, 2024, the Company and Yosef Dotan entered into a debt exchange agreement (the “Dotan Debt Exchange Agreement”), pursuant
to which Mr. Dotan agreed to exchange $1,373,201 of outstanding principal amount and accrued interest under certain convertible debt
agreements and instruments (the “Dotan Debt”) for an aggregate of 1,333,204 shares (the “Dotan Shares”) of Common
Stock.
| Item
3.02 | Unregistered
Sales of Equity Securities. |
The
Nir Shares, the Lukach Shares and the Dotan Shares will be issued pursuant to the Debt Exchange Agreements in reliance upon an exemption
for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation
D of the Securities Act and in reliance on similar exemptions under applicable state laws. Each of Mr. Nir, Mr. Lukach and Mr. Dotan
represented that he is an accredited investor within the meaning of Rule 501(a) of Regulation D, and was acquiring the securities for
investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The securities
were offered without any general solicitation by the Company or its representatives.
| Item
9.01. | Financial
Statements and Exhibits. |
The
exhibits listed in the following Exhibit Index are 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:
May 23, 2024 |
By:
|
/s/
Victor Miller |
| |
|
Victor
Miller |
| |
|
Chief
Financial Officer, Treasurer and |
| |
|
Secretary
|
Exhibit
10.1
DEBT
EXCHANGE AGREEMENT
DEBT
EXCHANGE AGREEMENT, dated as of May 21, 2024 (this “Agreement”), by and between Orgenesis Inc., a Nevada corporation
(the “Company”), and Yehuda Nir (the “Purchaser”).
R
E C I T A L S
WHEREAS,
the Company and/or its wholly-owned subsidiary Koligo Therapeutics Inc. (“Koligo”) owe the US $ 13,176,000 including outstanding
principal amount and interest to the Purchaser under certain convertible debt agreements or instruments (collectively, the “Nir
Debt”):
WHEREAS,
the Company has agreed that, pursuant to this Agreement, it will issue to the Purchaser, in exchange for the Nir Debt, an aggregate of
12,955,611 shares of common stock, par value $0.0001 per share, of the Company (the “Shares”), which number of Shares
has been calculated to effect a conversion of US $ 12,381,350 at a conversion price of $1.03 resulting in 12,020,729 shares and $ 794,650
at a conversion price of $0.85 resulting in 934,882 shares; and
WHEREAS,
the Company and the Purchaser desire to enter into this Agreement to set forth certain matters relating to such exchange.
NOW,
THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto hereby agree as follows:
ARTICLE
I.
Exchange
Section
1.1. Exchange of Nir Debt for Shares. Upon the following terms and conditions, and in consideration of and in express reliance
upon such terms and conditions and the representations, warranties and covenants of this Agreement, the Purchaser shall release the Company
of all obligations owing in respect of the Nir Debt and shall surrender to the Company for exchange all documents evidencing the Nir
Debt, together with all appropriate instruments of transfer, and, in exchange therefor, the Company shall issue to the Purchaser the
Shares. The exchange described in this Section 1.1 is referred to herein as the “Exchange”. Following the Exchange,
the Nir Debt will be extinguished in full.
Section
1.2. Beneficial Ownership Limitation. Under no circumstances whatsoever may the aggregate number of Shares issued to Purchaser
in connection with the exchange of the Nir Debt at any time exceed 19.99% of the total number of shares of Common Stock outstanding or
of the voting power (the “Beneficial Ownership Limitation”) unless the Company has obtained either (i) its shareholders’
approval of the issuance of more than such number of shares of Common Stock pursuant to Nasdaq Marketplace Rule 5635(b) or (ii) a waiver
from The Nasdaq Stock Market of the Company’s compliance with Rule 5635(b). To the extent that the Purchaser’s right to receive
the full amount of the Shares would result in the Purchaser exceeding the Beneficial Ownership Limitation, then the Purchaser shall not
be entitled to participate in such Exchange to the full extent (or in the beneficial ownership of any Shares as a result of such Exchange
to such extent) and the portion of such Shares (subject to adjustment for stock splits and similar transactions) shall be held in abeyance
for the benefit of the Purchaser until such time, if ever, as its right thereto would not result in the Purchaser exceeding the Beneficial
Ownership Limitation. At the end of each fiscal quarter, the Company shall determine whether any portion of the Shares held in abeyance
for the Purchaser may be issued by the Company to the Purchaser without exceeding the Beneficial Ownership Limitation and following such
determination shall issue any such Shares to the Purchaser up to the Beneficial Ownership Limitation.
Section
1.3. Closing. The closing (the “Closing”) of the Exchange under this Agreement shall take place at the offices
of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., 919 Third Avenue, New York, New York at 10:00 a.m., New York time (i) on or before
May 17, 2024, provided, that all of the conditions set forth in this Agreement shall have been fulfilled or waived in accordance herewith,
or (ii) at such other time and place or on such date as the Purchaser and the Company may agree upon (such date on which the Closing
occurs, the “Closing Date”). At the Closing, the Purchaser shall deliver or cause to be delivered to the Company the
Nir Debt that the Purchaser is exchanging pursuant to the terms hereof, together with all appropriate instruments of transfer. At the
Closing, the Company shall deliver the Shares to the Purchaser in book entry form on the records of the transfer agent of the Company.
ARTICLE
II.
Representations
and Warranties
Section
2.1. Representations and Warranties of the Company. The Company hereby represents and warrants to the Purchaser, as of the date
hereof and the Closing Date, as follows:
(a)
Organization, Good Standing and Power. The Company is a corporation duly incorporated, validly existing and in good standing under
the laws of the State of Nevada and has the requisite power to own, lease and operate its properties and assets and to conduct its business
as it is now being conducted. The Company is duly qualified as a foreign corporation to do business and is in good standing in every
jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary except for any
jurisdictions (alone or in the aggregate) in which the failure to be so qualified will not have a Material Adverse Effect. For the purposes
of this Agreement, “Material Adverse Effect” means any condition, circumstance, or situation that would prohibit or
hinder the Company from executing this Agreement and/or performing any of its obligations hereunder or thereunder in any material respect.
(b)
Authorization; Enforcement. The Company has the requisite power and authority to enter into and perform this Agreement and to
consummate the Exchange. The execution, delivery and performance of this Agreement by the Company have been duly and validly authorized
by all necessary corporate action, and no further consent or authorization is required for the Company to effect the transactions contemplated
hereby. When executed and delivered by the Company, the Agreement shall constitute a valid and binding obligation of the Company, enforceable
against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization,
moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s
rights and remedies or by other equitable principles of general application.
(c)
Issuance of Shares. The Shares have been duly authorized by all necessary corporate action and, when issued in accordance with
the terms hereof upon surrender of the Nir Debt in the Exchange, the Shares shall be validly issued and outstanding, fully paid and non-assessable,
free of restrictions on transfer other than as described herein and under applicable state and federal securities laws, and assuming
the accuracy of the Purchaser’s representations and warranties set forth in Section 2.2 hereof, such Shares will have been issued
in compliance with all applicable state and federal securities laws.
(d)
No Conflicts. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of
the transactions contemplated hereby does not and will not (i) violate any provision of the Company’s Certificate of Incorporation
or Bylaws, each as amended to date, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both
would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any material
agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company is
a party or by which any of the Company’s properties or assets are bound, or (iii) result in a violation of any federal, state,
local or foreign statute, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable
to the Company or by which any property or asset of the Company is bound or affected, except, in all cases, other than violations pursuant
to clauses (i) or (iii) (with respect to federal and state securities laws) above, except, for such conflicts, defaults, terminations,
amendments, acceleration, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect.
The Company is not required under federal, state, foreign or local law, rule or regulation to obtain any consent, authorization or order
of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its
obligations under this Agreement or consummate the Exchange in accordance with the terms hereof (other than any filings, consents and
approvals which may be required to be made by the Company under applicable state and federal securities laws, rules or regulations, or
the rules of the Nasdaq Capital Market, prior to or subsequent to the Closing).
(e)
Offering. No form of general solicitation or general advertising (as defined in Regulation D of the Securities Act of 1933, as
amended) was used by the Company or any of its respective representatives in connection with the offer and sale of the Shares hereby,
including, but not limited to, articles, notices or other communications published in any newspaper, magazine or similar medium or broadcast
over television or radio, or any seminar or other meeting whose attendees have been invited by any general solicitation or general advertising.
Section
2.2. Representations and Warranties of the Purchaser. The Purchaser hereby represents and warrants to the Company, as of the date
hereof and as of the Closing Date, as follows:
(a)
Organization and Standing of the Purchaser. The Purchaser is a corporation duly incorporated, validly existing and in good standing
under the laws of the jurisdiction of its incorporation.
(b)
Authorization and Power. The Purchaser has the requisite power and authority to enter into and perform this Agreement and to consummate
the Exchange. The execution, delivery and performance of this Agreement the Purchaser and the consummation by it of the transactions
contemplated hereby have been duly authorized by all necessary corporate action, and no further consent or authorization is required
for the Purchaser to effect the transactions contemplated hereby. When executed and delivered by the Purchaser, this Agreement shall
constitute valid and binding obligations of the Purchaser enforceable against the Purchaser in accordance with their terms, except as
such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership
or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and remedies or by other equitable principles
of general application.
(c)
No Conflict. The execution, delivery and performance of this Agreement by the Purchaser and the consummation by the Purchaser
of the transactions contemplated hereby does not and will not (i) if applicable, violate any provision of the Purchaser’s Certificate
of Incorporation or Bylaws, each as amended to date, (ii) assuming the execution and delivery of those documents set forth in Section
4.2(e) hereof, conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default)
under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, mortgage, deed of trust,
indenture, note, bond, license, lease agreement, instrument or obligation to which the Purchaser is a party or by which the Purchaser’s
properties or assets are bound, or (iii) result in a violation of any federal, state, local or foreign statute, rule, regulation, order,
judgment or decree (including federal and state securities laws and regulations) applicable to the Purchaser or by which any property
or asset of the Purchaser is bound or affected, except, in all cases, other than violations pursuant to clauses (i) or (iii) (with respect
to federal and state securities laws) above, except, for such conflicts, defaults, terminations, amendments, acceleration, cancellations
and violations as would not, individually or in the aggregate, materially and adversely affect Purchaser’s ability to perform its
obligations hereunder.
(d)
Acquisition for Investment. The Purchaser is acquiring the Shares solely for its own account and not with a view to or for sale
in connection with any distribution.
(e)
Assessment of Risks. The Purchaser acknowledges that it (i) has such knowledge and experience in financial and business matters
that such Purchaser is capable of evaluating the merits and risks of such Purchaser’s investment in the Company (by virtue of its
purchase of Shares hereunder), (ii) is able to bear the financial risks associated with an investment in the Shares and (iii) has been
given full access to such records of the Company and to the officers of the Company as it has deemed necessary or appropriate to conduct
its due diligence investigation with respect to the Shares.
(f)
No General Solicitation. The Purchaser acknowledges that the Shares were not offered to the Purchaser by means of any form of
general or public solicitation or general advertising, or publicly disseminated advertisements or sales literature, including (i) any
advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television
or radio or (ii) any seminar or meeting to which the Purchaser was invited by any of the foregoing means of communications.
(g)
Accredited Investor. The Purchaser is an “accredited investor” (as defined in Rule 501 of Regulation D under the Securities
Act of 1933, as amended).
(h)
Legend. The Purchaser hereby acknowledges and agrees that the certificates or other documents representing the Shares may contain
the following, or a substantially similar, legend, which legend shall be removed only upon receipt by the Company of an opinion of its
counsel, which opinion shall be satisfactory to the Company, that such legend may be so removed:
THE
SECURITIES REPRESENTED HEREBY (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED
UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE COMPANY SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT
REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
(i)
Certain Fees. The Purchaser has not employed any broker or finder or incurred any liability for any brokerage, investment banking,
commission, finders’, structuring or financial advisory fees or other similar fees in connection with this Agreement or the transactions
contemplated hereby.
ARTICLE
III.
Covenants
of the Parties
Section
3.1. Covenants. The parties hereto hereby covenant with each other as follows, which covenants, as applicable, are for the benefit
of such parties and their respective permitted assigns:
(a)
Further Assurances. From and after the Closing Date, upon the request of the Purchaser or the Company, the Company and the Purchaser
shall execute and deliver such instruments, documents and other writings as may be reasonably necessary or desirable to confirm and carry
out and to effectuate fully the intent and purposes of this Agreement, including, without limitation, authorizing the Company’s
transfer agent to issue shares of the Company’s common stock to the purchasers of the Shares sold by the Purchaser.
(b)
Commercially Reasonable Efforts. Each party hereto will use commercially reasonable efforts to take, or cause to be taken, all
action, and to do, or cause to be done, all things necessary, proper or advisable, consistent with applicable law, to consummate and
make effective in the most expeditious manner practicable the transactions contemplated hereby, including without limitation, making
all required regulatory and other filings required by applicable law as promptly as practicable after the date hereof.
ARTICLE
IV.
Conditions
Section
4.1. Conditions Precedent to the Obligation of the Company to Close. The obligation hereunder of the Company to close and effect
the Exchange at the Closing is subject to the satisfaction or waiver, at or before the Closing of the conditions set forth below:
(a)
Accuracy of the Purchaser’s Representations and Warranties. The representations and warranties of the Purchaser shall be
true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time, except for
representations and warranties that are expressly made as of a particular date, which shall be true and correct in all material respects
as of such date.
(b)
Performance by the Purchaser. The Purchaser shall have performed, satisfied and complied in all material respects with all covenants,
agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the
Closing.
(c)
No Injunction, Statute or Rule. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted,
entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of
any of the transactions contemplated by this Agreement.
(d)
Surrender of Nir Debt. The Purchaser shall have released and surrendered to the Company all documents evidencing the Nir Debt
together with all appropriate instruments of transfer.
The
conditions set forth in this Section 4.1 are for the Company’s sole benefit and may be waived only by the Company at any time in
its sole discretion.
Section
4.2. Conditions Precedent to the Obligation of the Purchaser to Close. The obligation hereunder of the Purchaser to close and
effect the Exchange is subject to the satisfaction or waiver, at or before the Closing, of each of the conditions set forth below:
(a)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this
Agreement shall be true and correct in all material respects as of the Closing Date, except for representations and warranties that speak
as of a particular date, which shall be true and correct in all material respects as of such date.
(b)
Performance by the Company. The Company shall have performed, satisfied and complied in all material respects with all covenants,
agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing.
(c)
No Injunction, Statute or Rule. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted,
entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of
any of the transactions contemplated by this Agreement.
(d)
Delivery of Shares. The Company shall have delivered instructions to the Company’s transfer agent instructing the transfer
agent to deliver on an expedited basis via a certificate or book entry statement evidencing the number of Shares being acquired by the
Purchaser at the Closing.
The
conditions set forth in this Section 4.2 are for the Purchaser’s sole benefit and may be waived only by the Purchaser at any time
in its sole discretion.
ARTICLE
V.
Miscellaneous
Section
5.1. Fees and Expenses. Each party hereto shall pay the fees and expenses of its advisors, counsel, accountants and other experts,
if any, and all other expenses, incurred by such party incident to the negotiation, preparation, execution, delivery and performance
of this Agreement.
Section
5.2. Entire Agreement; Amendment. This Agreement contains the entire understanding and agreement (written or oral) of the parties
hereto with respect to the subject matter hereof and, except as specifically set forth herein, neither the Company nor the Purchaser
make any representation, warranty, covenant or undertaking with respect to such matters, and they supersede all prior understandings
and agreements with respect to said subject matter, all of which are merged herein. No provision of this Agreement may be waived or amended
other than by a written instrument signed by each party hereto. Any amendment or waiver effected in accordance with this Section 5.2
shall be binding upon each such party and its permitted assigns.
Section
5.3. Notices. Any notice, demand, request, waiver or other communication required or permitted to be given hereunder shall be
in writing and shall be effective (a) upon hand delivery by telecopy or e-mail at the address or number designated below (if delivered
on a business day during normal business hours where such notice is to be received), or the first business day following such delivery
(if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business
day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such
mailing, whichever shall first occur. The addresses for such communications shall be:
| If
to the Company: |
Orgenesis
Inc. |
| |
20271
Goldenrod Lane |
| |
Germantown,
Maryland 20876 |
| |
Attention:
Chief Financial Officer |
| |
E-mail: |
| with
copies (which copies |
|
| shall
not constitute notice |
|
| to
the Company) to: |
Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C. |
| |
919
Third Avenue |
| |
New
York, New York 10017 |
| |
Attention:
Jeffrey Schultz |
| |
E-mail:
jschultz@mintz.com |
| |
|
| If
to the Purchaser: |
__________________________ |
| |
__________________________ |
| |
__________________________ |
| |
__________________________ |
| |
Attn:
______________________ |
| |
E-mail:
_____________________ |
| |
|
| with
copies (which copies |
|
| shall
not constitute notice |
|
| to
the Purchaser) to: |
[ADDRESS] |
| |
Attn: |
| |
|
| |
E-mail: |
Any
party hereto may from time to time change its address for notices by giving written notice of such changed address to the other party
hereto.
Section
5.4. Waivers. No waiver by either party of any default with respect to any provision, condition or requirement of this Agreement
shall be deemed to be a continuing waiver in the future or a waiver of any other provision, condition or requirement hereof, nor shall
any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right accruing to it
thereafter.
Section
5.5. Headings. The article, section and subsection headings in this Agreement are for convenience only and shall not constitute
a part of this Agreement for any other purpose and shall not be deemed to limit or affect any of the provisions hereof.
Section
5.6. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors
and assigns. Neither party hereto may assign its rights or obligations under this Agreement (by operation of law or otherwise) without
the prior written consent of each other party hereto, and any attempted assignment without such consent shall be void ab initio.
Section
5.7. No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted
successors and assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person or entity.
Section
5.8. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New
York, without giving effect to the choice of law provisions thereof. This Agreement shall not be interpreted or construed with any presumption
against the party causing this Agreement to be drafted.
Section
5.9. Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute
one and the same instrument and shall become effective when counterparts have been signed by each party and delivered to the other parties
hereto, it being understood that all parties need not sign the same counterpart.
Section
5.10. Severability. The provisions of this Agreement are severable and, in the event that any court of competent jurisdiction
shall determine that any one or more of the provisions or part of the provisions contained in this Agreement shall, for any reason, be
held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other
provision or part of a provision of this Agreement and this Agreement shall be reformed and construed as if such invalid or illegal or
unenforceable provision, or part of such provision, had never been contained herein, so that such provisions would be valid, legal and
enforceable to the maximum extent possible.
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IN
WITNESS WHEREOF, the parties hereto have caused this Debt Exchange Agreement to be duly executed by their respective authorized officers
as of the date first above written.
| |
ORGENESIS
INC. |
| |
|
|
| |
By: |
/s/ Vered Caplan |
| |
Name: |
Vered Caplan |
| |
Title: |
Chief Executive Officer |
| |
|
|
| |
KOLIGO
THERAPEUTICS INC. |
| |
|
|
| |
By: |
/s/ Vered Caplan |
| |
Name: |
Vered Caplan |
| |
Title: |
Director |
| |
|
|
| |
PURCHASER: |
| |
|
|
| |
/s/ Yehuda
Nir |
| |
Yehuda Nir |
Exhibit
10.2
DEBT
EXCHANGE AGREEMENT
DEBT
EXCHANGE AGREEMENT, dated as of May 21, 2024 (this “Agreement”), by and between Orgenesis Inc., a Nevada corporation
(the “Company”), and Aharon Lukach (the “Purchaser”).
R
E C I T A L S
WHEREAS,
the Company and/or its wholly-owned subsidiary Orgenesis Ltd. (“Orgenesis Ltd.”) owe the US $1,458,171 including outstanding
principal amount and interest to the Purchaser under certain convertible debt agreements or instruments (collectively, the “Lukach
Debt”):
WHEREAS,
the Company has agreed that, pursuant to this Agreement, it will issue to the Purchaser, in exchange for the Lukach Debt, an aggregate
of 1,488,132 shares of common stock, par value $0.0001 per share, of the Company (the “Shares”), which number of Shares
has been calculated to effect a conversion of US $1,105,871 at a conversion price of $1.03 resulting in 1,073,661 shares and $352,300
at a conversion price of $0.85 resulting in 414,471 shares; and
WHEREAS,
the Company and the Purchaser desire to enter into this Agreement to set forth certain matters relating to such exchange.
NOW,
THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto hereby agree as follows:
ARTICLE
I.
Exchange
Section
1.1. Exchange of Lukach Debt for Shares. Upon the following terms and conditions, and in consideration of and in express reliance
upon such terms and conditions and the representations, warranties and covenants of this Agreement, the Purchaser shall release the Company
of all obligations owing in respect of the Lukach Debt and shall surrender to the Company for exchange all documents evidencing the Lukach
Debt, together with all appropriate instruments of transfer, and, in exchange therefor, the Company shall issue to the Purchaser the
Shares. The exchange described in this Section 1.1 is referred to herein as the “Exchange”. Following the Exchange,
the Lukach Debt will be extinguished in full.
Section
1.2. Beneficial Ownership Limitation. Under no circumstances whatsoever may the aggregate number of Shares issued to Purchaser
in connection with the exchange of the Lukach Debt at any time exceed 19.99% of the total number of shares of Common Stock outstanding
or of the voting power (the “Beneficial Ownership Limitation”) unless the Company has obtained either (i) its shareholders’
approval of the issuance of more than such number of shares of Common Stock pursuant to Nasdaq Marketplace Rule 5635(b) or (ii) a waiver
from The Nasdaq Stock Market of the Company’s compliance with Rule 5635(b). To the extent that the Purchaser’s right to receive
the full amount of the Shares would result in the Purchaser exceeding the Beneficial Ownership Limitation, then the Purchaser shall not
be entitled to participate in such Exchange to the full extent (or in the beneficial ownership of any Shares as a result of such Exchange
to such extent) and the portion of such Shares (subject to adjustment for stock splits and similar transactions) shall be held in abeyance
for the benefit of the Purchaser until such time, if ever, as its right thereto would not result in the Purchaser exceeding the Beneficial
Ownership Limitation. At the end of each fiscal quarter, the Company shall determine whether any portion of the Shares held in abeyance
for the Purchaser may be issued by the Company to the Purchaser without exceeding the Beneficial Ownership Limitation and following such
determination shall issue any such Shares to the Purchaser up to the Beneficial Ownership Limitation.
Section
1.3. Closing. The closing (the “Closing”) of the Exchange under this Agreement shall take place at the offices
of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., 919 Third Avenue, New York, New York at 10:00 a.m., New York time (i) on or before
May 17, 2024, provided, that all of the conditions set forth in this Agreement shall have been fulfilled or waived in accordance herewith,
or (ii) at such other time and place or on such date as the Purchaser and the Company may agree upon (such date on which the Closing
occurs, the “Closing Date”). At the Closing, the Purchaser shall deliver or cause to be delivered to the Company the
Lukach Debt that the Purchaser is exchanging pursuant to the terms hereof, together with all appropriate instruments of transfer. At
the Closing, the Company shall deliver the Shares to the Purchaser in book entry form on the records of the transfer agent of the Company.
ARTICLE
II.
Representations
and Warranties
Section
2.1. Representations and Warranties of the Company. The Company hereby represents and warrants to the Purchaser, as of the date
hereof and the Closing Date, as follows:
(a)
Organization, Good Standing and Power. The Company is a corporation duly incorporated, validly existing and in good standing under
the laws of the State of Nevada and has the requisite power to own, lease and operate its properties and assets and to conduct its business
as it is now being conducted. The Company is duly qualified as a foreign corporation to do business and is in good standing in every
jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary except for any
jurisdictions (alone or in the aggregate) in which the failure to be so qualified will not have a Material Adverse Effect. For the purposes
of this Agreement, “Material Adverse Effect” means any condition, circumstance, or situation that would prohibit or
hinder the Company from executing this Agreement and/or performing any of its obligations hereunder or thereunder in any material respect.
(b)
Authorization; Enforcement. The Company has the requisite power and authority to enter into and perform this Agreement and to
consummate the Exchange. The execution, delivery and performance of this Agreement by the Company have been duly and validly authorized
by all necessary corporate action, and no further consent or authorization is required for the Company to effect the transactions contemplated
hereby. When executed and delivered by the Company, the Agreement shall constitute a valid and binding obligation of the Company, enforceable
against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization,
moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s
rights and remedies or by other equitable principles of general application.
(c)
Issuance of Shares. The Shares have been duly authorized by all necessary corporate action and, when issued in accordance with
the terms hereof upon surrender of the Lukach Debt in the Exchange, the Shares shall be validly issued and outstanding, fully paid and
non-assessable, free of restrictions on transfer other than as described herein and under applicable state and federal securities laws,
and assuming the accuracy of the Purchaser’s representations and warranties set forth in Section 2.2 hereof, such Shares will have
been issued in compliance with all applicable state and federal securities laws.
(d)
No Conflicts. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of
the transactions contemplated hereby does not and will not (i) violate any provision of the Company’s Certificate of Incorporation
or Bylaws, each as amended to date, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both
would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any material
agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company is
a party or by which any of the Company’s properties or assets are bound, or (iii) result in a violation of any federal, state,
local or foreign statute, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable
to the Company or by which any property or asset of the Company is bound or affected, except, in all cases, other than violations pursuant
to clauses (i) or (iii) (with respect to federal and state securities laws) above, except, for such conflicts, defaults, terminations,
amendments, acceleration, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect.
The Company is not required under federal, state, foreign or local law, rule or regulation to obtain any consent, authorization or order
of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its
obligations under this Agreement or consummate the Exchange in accordance with the terms hereof (other than any filings, consents and
approvals which may be required to be made by the Company under applicable state and federal securities laws, rules or regulations, or
the rules of the Nasdaq Capital Market, prior to or subsequent to the Closing).
(e)
Offering. No form of general solicitation or general advertising (as defined in Regulation D of the Securities Act of 1933, as
amended) was used by the Company or any of its respective representatives in connection with the offer and sale of the Shares hereby,
including, but not limited to, articles, notices or other communications published in any newspaper, magazine or similar medium or broadcast
over television or radio, or any seminar or other meeting whose attendees have been invited by any general solicitation or general advertising.
Section
2.2. Representations and Warranties of the Purchaser. The Purchaser hereby represents and warrants to the Company, as of the date
hereof and as of the Closing Date, as follows:
(a)
Organization and Standing of the Purchaser. The Purchaser is a corporation duly incorporated, validly existing and in good standing
under the laws of the jurisdiction of its incorporation.
(b)
Authorization and Power. The Purchaser has the requisite power and authority to enter into and perform this Agreement and to consummate
the Exchange. The execution, delivery and performance of this Agreement the Purchaser and the consummation by it of the transactions
contemplated hereby have been duly authorized by all necessary corporate action, and no further consent or authorization is required
for the Purchaser to effect the transactions contemplated hereby. When executed and delivered by the Purchaser, this Agreement shall
constitute valid and binding obligations of the Purchaser enforceable against the Purchaser in accordance with their terms, except as
such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership
or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and remedies or by other equitable principles
of general application.
(c)
No Conflict. The execution, delivery and performance of this Agreement by the Purchaser and the consummation by the Purchaser
of the transactions contemplated hereby does not and will not (i) if applicable, violate any provision of the Purchaser’s Certificate
of Incorporation or Bylaws, each as amended to date, (ii) assuming the execution and delivery of those documents set forth in Section
4.2(e) hereof, conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default)
under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, mortgage, deed of trust,
indenture, note, bond, license, lease agreement, instrument or obligation to which the Purchaser is a party or by which the Purchaser’s
properties or assets are bound, or (iii) result in a violation of any federal, state, local or foreign statute, rule, regulation, order,
judgment or decree (including federal and state securities laws and regulations) applicable to the Purchaser or by which any property
or asset of the Purchaser is bound or affected, except, in all cases, other than violations pursuant to clauses (i) or (iii) (with respect
to federal and state securities laws) above, except, for such conflicts, defaults, terminations, amendments, acceleration, cancellations
and violations as would not, individually or in the aggregate, materially and adversely affect Purchaser’s ability to perform its
obligations hereunder.
(d)
Acquisition for Investment. The Purchaser is acquiring the Shares solely for its own account and not with a view to or for sale
in connection with any distribution.
(e)
Assessment of Risks. The Purchaser acknowledges that it (i) has such knowledge and experience in financial and business matters
that such Purchaser is capable of evaluating the merits and risks of such Purchaser’s investment in the Company (by virtue of its
purchase of Shares hereunder), (ii) is able to bear the financial risks associated with an investment in the Shares and (iii) has been
given full access to such records of the Company and to the officers of the Company as it has deemed necessary or appropriate to conduct
its due diligence investigation with respect to the Shares.
(f)
No General Solicitation. The Purchaser acknowledges that the Shares were not offered to the Purchaser by means of any form of
general or public solicitation or general advertising, or publicly disseminated advertisements or sales literature, including (i) any
advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television
or radio or (ii) any seminar or meeting to which the Purchaser was invited by any of the foregoing means of communications.
(g)
Accredited Investor. The Purchaser is an “accredited investor” (as defined in Rule 501 of Regulation D under the Securities
Act of 1933, as amended).
(h)
Legend. The Purchaser hereby acknowledges and agrees that the certificates or other documents representing the Shares may contain
the following, or a substantially similar, legend, which legend shall be removed only upon receipt by the Company of an opinion of its
counsel, which opinion shall be satisfactory to the Company, that such legend may be so removed:
THE
SECURITIES REPRESENTED HEREBY (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED
UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE COMPANY SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT
REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
(i)
Certain Fees. The Purchaser has not employed any broker or finder or incurred any liability for any brokerage, investment banking,
commission, finders’, structuring or financial advisory fees or other similar fees in connection with this Agreement or the transactions
contemplated hereby.
ARTICLE
III.
Covenants
of the Parties
Section
3.1. Covenants. The parties hereto hereby covenant with each other as follows, which covenants, as applicable, are for the benefit
of such parties and their respective permitted assigns:
(a)
Further Assurances. From and after the Closing Date, upon the request of the Purchaser or the Company, the Company and the Purchaser
shall execute and deliver such instruments, documents and other writings as may be reasonably necessary or desirable to confirm and carry
out and to effectuate fully the intent and purposes of this Agreement, including, without limitation, authorizing the Company’s
transfer agent to issue shares of the Company’s common stock to the purchasers of the Shares sold by the Purchaser.
(b)
Commercially Reasonable Efforts. Each party hereto will use commercially reasonable efforts to take, or cause to be taken, all
action, and to do, or cause to be done, all things necessary, proper or advisable, consistent with applicable law, to consummate and
make effective in the most expeditious manner practicable the transactions contemplated hereby, including without limitation, making
all required regulatory and other filings required by applicable law as promptly as practicable after the date hereof.
ARTICLE
IV.
Conditions
Section
4.1. Conditions Precedent to the Obligation of the Company to Close. The obligation hereunder of the Company to close and effect
the Exchange at the Closing is subject to the satisfaction or waiver, at or before the Closing of the conditions set forth below:
(a)
Accuracy of the Purchaser’s Representations and Warranties. The representations and warranties of the Purchaser shall be
true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time, except for
representations and warranties that are expressly made as of a particular date, which shall be true and correct in all material respects
as of such date.
(b)
Performance by the Purchaser. The Purchaser shall have performed, satisfied and complied in all material respects with all covenants,
agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the
Closing.
(c)
No Injunction, Statute or Rule. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted,
entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of
any of the transactions contemplated by this Agreement.
(d)
Surrender of Lukach Debt. The Purchaser shall have released and surrendered to the Company all documents evidencing the Lukach
Debt together with all appropriate instruments of transfer.
The
conditions set forth in this Section 4.1 are for the Company’s sole benefit and may be waived only by the Company at any time in
its sole discretion.
Section
4.2. Conditions Precedent to the Obligation of the Purchaser to Close. The obligation hereunder of the Purchaser to close and
effect the Exchange is subject to the satisfaction or waiver, at or before the Closing, of each of the conditions set forth below:
(a)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this
Agreement shall be true and correct in all material respects as of the Closing Date, except for representations and warranties that speak
as of a particular date, which shall be true and correct in all material respects as of such date.
(b)
Performance by the Company. The Company shall have performed, satisfied and complied in all material respects with all covenants,
agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing.
(c)
No Injunction, Statute or Rule. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted,
entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of
any of the transactions contemplated by this Agreement.
(d)
Delivery of Shares. The Company shall have delivered instructions to the Company’s transfer agent instructing the transfer
agent to deliver on an expedited basis via a certificate or book entry statement evidencing the number of Shares being acquired by the
Purchaser at the Closing.
The
conditions set forth in this Section 4.2 are for the Purchaser’s sole benefit and may be waived only by the Purchaser at any time
in its sole discretion.
ARTICLE
V.
Miscellaneous
Section
5.1. Fees and Expenses. Each party hereto shall pay the fees and expenses of its advisors, counsel, accountants and other experts,
if any, and all other expenses, incurred by such party incident to the negotiation, preparation, execution, delivery and performance
of this Agreement.
Section
5.2. Entire Agreement; Amendment. This Agreement contains the entire understanding and agreement (written or oral) of the parties
hereto with respect to the subject matter hereof and, except as specifically set forth herein, neither the Company nor the Purchaser
make any representation, warranty, covenant or undertaking with respect to such matters, and they supersede all prior understandings
and agreements with respect to said subject matter, all of which are merged herein. No provision of this Agreement may be waived or amended
other than by a written instrument signed by each party hereto. Any amendment or waiver effected in accordance with this Section 5.2
shall be binding upon each such party and its permitted assigns.
Section
5.3. Notices. Any notice, demand, request, waiver or other communication required or permitted to be given hereunder shall be
in writing and shall be effective (a) upon hand delivery by telecopy or e-mail at the address or number designated below (if delivered
on a business day during normal business hours where such notice is to be received), or the first business day following such delivery
(if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business
day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such
mailing, whichever shall first occur. The addresses for such communications shall be:
| If
to the Company: |
Orgenesis
Inc. |
| |
20271
Goldenrod Lane |
| |
Germantown,
Maryland 20876 |
| |
Attention:
Chief Financial Officer |
| |
E-mail:
|
| with
copies (which copies |
|
| shall
not constitute notice |
|
| to
the Company) to: |
Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C. |
| |
919
Third Avenue |
| |
New
York, New York 10017 |
| |
Attention:
Jeffrey Schultz |
| |
E-mail:
jschultz@mintz.com |
| If
to the Purchaser: |
____________________ |
| |
____________________ |
| |
____________________ |
| |
____________________ |
| |
Attn:
________________ |
| |
E-mail:
_______________ |
| with
copies (which copies |
|
| shall
not constitute notice |
|
| to
the Purchaser) to: |
[ADDRESS] |
| |
Attn: |
| |
|
| |
E-mail: |
Any
party hereto may from time to time change its address for notices by giving written notice of such changed address to the other party
hereto.
Section
5.4. Waivers. No waiver by either party of any default with respect to any provision, condition or requirement of this Agreement
shall be deemed to be a continuing waiver in the future or a waiver of any other provision, condition or requirement hereof, nor shall
any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right accruing to it
thereafter.
Section
5.5. Headings. The article, section and subsection headings in this Agreement are for convenience only and shall not constitute
a part of this Agreement for any other purpose and shall not be deemed to limit or affect any of the provisions hereof.
Section
5.6. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors
and assigns. Neither party hereto may assign its rights or obligations under this Agreement (by operation of law or otherwise) without
the prior written consent of each other party hereto, and any attempted assignment without such consent shall be void ab initio.
Section
5.7. No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted
successors and assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person or entity.
Section
5.8. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New
York, without giving effect to the choice of law provisions thereof. This Agreement shall not be interpreted or construed with any presumption
against the party causing this Agreement to be drafted.
Section
5.9. Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute
one and the same instrument and shall become effective when counterparts have been signed by each party and delivered to the other parties
hereto, it being understood that all parties need not sign the same counterpart.
Section
5.10. Severability. The provisions of this Agreement are severable and, in the event that any court of competent jurisdiction
shall determine that any one or more of the provisions or part of the provisions contained in this Agreement shall, for any reason, be
held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other
provision or part of a provision of this Agreement and this Agreement shall be reformed and construed as if such invalid or illegal or
unenforceable provision, or part of such provision, had never been contained herein, so that such provisions would be valid, legal and
enforceable to the maximum extent possible.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
IN
WITNESS WHEREOF, the parties hereto have caused this Debt Exchange Agreement to be duly executed by their respective authorized officers
as of the date first above written.
| |
ORGENESIS
INC. |
| |
|
| |
By: |
/s/ Vered
Caplan |
| |
Name:
|
Vered Caplan |
| |
Title:
|
Chief Executive Officer |
| |
|
|
| |
ORGENESIS
LTD. |
| |
|
| |
By: |
/s/
Vered Caplan |
| |
Name:
|
Vered Caplan |
| |
Title:
|
Director |
| |
PURCHASER: |
| |
/s/ Aharon Lukach |
| |
Aharon
Lukach |
Exhibit
10.3
DEBT
EXCHANGE AGREEMENT
DEBT
EXCHANGE AGREEMENT, dated as of May 21, 2024 (this “Agreement”), by and between Orgenesis Inc., a Nevada corporation
(the “Company”), and Yosef Dotan (the “Purchaser”).
R
E C I T A L S
WHEREAS,
the Company and/or its wholly-owned subsidiary Orgenesis Ltd. (“Orgenesis Ltd.”) owe $1,373,201 outstanding principal
amount and interest to the Purchaser under certain convertible debt agreements or instruments (collectively, the “Dotan Debt”):
WHEREAS,
the Company has agreed that, pursuant to this Agreement, it will issue to the Purchaser, in exchange for the Dotan Debt, an aggregate
of 1,333,204 shares of common stock, par value $0.0001 per share, of the Company (the “Shares”), which number of Shares
has been calculated by dividing the total outstanding amount under the Dotan Debt by $1.03; and
WHEREAS,
the Company and the Purchaser desire to enter into this Agreement to set forth certain matters relating to such exchange.
NOW,
THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto hereby agree as follows:
ARTICLE
I.
Exchange
Section
1.1. Exchange of Dotan Debt for Shares. Upon the following terms and conditions, and in consideration of and in express reliance
upon such terms and conditions and the representations, warranties and covenants of this Agreement, the Purchaser shall release the Company
of all obligations owing in respect of the Dotan Debt and shall surrender to the Company for exchange all documents evidencing the Dotan
Debt, together with all appropriate instruments of transfer, and, in exchange therefor, the Company shall issue to the Purchaser the
Shares. The exchange described in this Section 1.1 is referred to herein as the “Exchange”. Following the Exchange,
the Dotan Debt will be extinguished in full.
Section
1.2. Closing. The closing (the “Closing”) of the Exchange under this Agreement shall take place at the offices
of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., 919 Third Avenue, New York, New York at 10:00 a.m., New York time (i) on or before
May 17, 2024, provided, that all of the conditions set forth in this Agreement shall have been fulfilled or waived in accordance herewith,
or (ii) at such other time and place or on such date as the Purchaser and the Company may agree upon (such date on which the Closing
occurs, the “Closing Date”). At the Closing, the Purchaser shall deliver or cause to be delivered to the Company the
Dotan Debt that the Purchaser is exchanging pursuant to the terms hereof, together with all appropriate instruments of transfer. At the
Closing, the Company shall deliver the Shares to the Purchaser in book entry form on the records of the transfer agent of the Company.
ARTICLE
II.
Representations and Warranties
Section
2.1. Representations and Warranties of the Company. The Company hereby represents and warrants to the Purchaser, as of the date
hereof and the Closing Date, as follows:
(a)
Organization, Good Standing and Power. The Company is a corporation duly incorporated, validly existing and in good standing under
the laws of the State of Nevada and has the requisite power to own, lease and operate its properties and assets and to conduct its business
as it is now being conducted. The Company is duly qualified as a foreign corporation to do business and is in good standing in every
jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary except for any
jurisdictions (alone or in the aggregate) in which the failure to be so qualified will not have a Material Adverse Effect. For the purposes
of this Agreement, “Material Adverse Effect” means any condition, circumstance, or situation that would prohibit or
hinder the Company from executing this Agreement and/or performing any of its obligations hereunder or thereunder in any material respect.
(b)
Authorization; Enforcement. The Company has the requisite power and authority to enter into and perform this Agreement and to
consummate the Exchange. The execution, delivery and performance of this Agreement by the Company have been duly and validly authorized
by all necessary corporate action, and no further consent or authorization is required for the Company to effect the transactions contemplated
hereby. When executed and delivered by the Company, the Agreement shall constitute a valid and binding obligation of the Company, enforceable
against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization,
moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s
rights and remedies or by other equitable principles of general application.
(c)
Issuance of Shares. The Shares have been duly authorized by all necessary corporate action and, when issued in accordance with
the terms hereof upon surrender of the Dotan Debt in the Exchange, the Shares shall be validly issued and outstanding, fully paid and
non-assessable, free of restrictions on transfer other than as described herein and under applicable state and federal securities laws,
and assuming the accuracy of the Purchaser’s representations and warranties set forth in Section 2.2 hereof, such Shares will have
been issued in compliance with all applicable state and federal securities laws.
(d)
No Conflicts. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of
the transactions contemplated hereby does not and will not (i) violate any provision of the Company’s Certificate of Incorporation
or Bylaws, each as amended to date, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both
would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any material
agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company is
a party or by which any of the Company’s properties or assets are bound, or (iii) result in a violation of any federal, state,
local or foreign statute, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable
to the Company or by which any property or asset of the Company is bound or affected, except, in all cases, other than violations pursuant
to clauses (i) or (iii) (with respect to federal and state securities laws) above, except, for such conflicts, defaults, terminations,
amendments, acceleration, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect.
The Company is not required under federal, state, foreign or local law, rule or regulation to obtain any consent, authorization or order
of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its
obligations under this Agreement or consummate the Exchange in accordance with the terms hereof (other than any filings, consents and
approvals which may be required to be made by the Company under applicable state and federal securities laws, rules or regulations, or
the rules of the Nasdaq Capital Market, prior to or subsequent to the Closing).
(e)
Offering. No form of general solicitation or general advertising (as defined in Regulation D of the Securities Act of 1933, as
amended) was used by the Company or any of its respective representatives in connection with the offer and sale of the Shares hereby,
including, but not limited to, articles, notices or other communications published in any newspaper, magazine or similar medium or broadcast
over television or radio, or any seminar or other meeting whose attendees have been invited by any general solicitation or general advertising.
Section
2.2. Representations and Warranties of the Purchaser. The Purchaser hereby represents and warrants to the Company, as of the date
hereof and as of the Closing Date, as follows:
(a)
Organization and Standing of the Purchaser. The Purchaser is a corporation duly incorporated, validly existing and in good standing
under the laws of the jurisdiction of its incorporation.
(b)
Authorization and Power. The Purchaser has the requisite power and authority to enter into and perform this Agreement and to consummate
the Exchange. The execution, delivery and performance of this Agreement the Purchaser and the consummation by it of the transactions
contemplated hereby have been duly authorized by all necessary corporate action, and no further consent or authorization is required
for the Purchaser to effect the transactions contemplated hereby. When executed and delivered by the Purchaser, this Agreement shall
constitute valid and binding obligations of the Purchaser enforceable against the Purchaser in accordance with their terms, except as
such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership
or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and remedies or by other equitable principles
of general application.
(c)
No Conflict. The execution, delivery and performance of this Agreement by the Purchaser and the consummation by the Purchaser
of the transactions contemplated hereby does not and will not (i) if applicable, violate any provision of the Purchaser’s Certificate
of Incorporation or Bylaws, each as amended to date, (ii) assuming the execution and delivery of those documents set forth in Section
4.2(e) hereof, conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default)
under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, mortgage, deed of trust,
indenture, note, bond, license, lease agreement, instrument or obligation to which the Purchaser is a party or by which the Purchaser’s
properties or assets are bound, or (iii) result in a violation of any federal, state, local or foreign statute, rule, regulation, order,
judgment or decree (including federal and state securities laws and regulations) applicable to the Purchaser or by which any property
or asset of the Purchaser is bound or affected, except, in all cases, other than violations pursuant to clauses (i) or (iii) (with respect
to federal and state securities laws) above, except, for such conflicts, defaults, terminations, amendments, acceleration, cancellations
and violations as would not, individually or in the aggregate, materially and adversely affect Purchaser’s ability to perform its
obligations hereunder.
(d)
Acquisition for Investment. The Purchaser is acquiring the Shares solely for its own account and not with a view to or for sale
in connection with any distribution.
(e)
Assessment of Risks. The Purchaser acknowledges that it (i) has such knowledge and experience in financial and business matters
that such Purchaser is capable of evaluating the merits and risks of such Purchaser’s investment in the Company (by virtue of its
purchase of Shares hereunder), (ii) is able to bear the financial risks associated with an investment in the Shares and (iii) has been
given full access to such records of the Company and to the officers of the Company as it has deemed necessary or appropriate to conduct
its due diligence investigation with respect to the Shares.
(f)
No General Solicitation. The Purchaser acknowledges that the Shares were not offered to the Purchaser by means of any form of
general or public solicitation or general advertising, or publicly disseminated advertisements or sales literature, including (i) any
advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television
or radio or (ii) any seminar or meeting to which the Purchaser was invited by any of the foregoing means of communications.
(g)
Accredited Investor. The Purchaser is an “accredited investor” (as defined in Rule 501 of Regulation D under the Securities
Act of 1933, as amended).
(h)
Legend. The Purchaser hereby acknowledges and agrees that the certificates or other documents representing the Shares may contain
the following, or a substantially similar, legend, which legend shall be removed only upon receipt by the Company of an opinion of its
counsel, which opinion shall be satisfactory to the Company, that such legend may be so removed:
THE
SECURITIES REPRESENTED HEREBY (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED
UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE COMPANY SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT
REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
(i)
Certain Fees. The Purchaser has not employed any broker or finder or incurred any liability for any brokerage, investment banking,
commission, finders’, structuring or financial advisory fees or other similar fees in connection with this Agreement or the transactions
contemplated hereby.
ARTICLE
III.
Covenants of the Parties
Section
3.1. Covenants. The parties hereto hereby covenant with each other as follows, which covenants, as applicable, are for the benefit
of such parties and their respective permitted assigns:
(a)
Further Assurances. From and after the Closing Date, upon the request of the Purchaser or the Company, the Company and the Purchaser
shall execute and deliver such instruments, documents and other writings as may be reasonably necessary or desirable to confirm and carry
out and to effectuate fully the intent and purposes of this Agreement, including, without limitation, authorizing the Company’s
transfer agent to issue shares of the Company’s common stock to the purchasers of the Shares sold by the Purchaser.
(b)
Commercially Reasonable Efforts. Each party hereto will use commercially reasonable efforts to take, or cause to be taken, all
action, and to do, or cause to be done, all things necessary, proper or advisable, consistent with applicable law, to consummate and
make effective in the most expeditious manner practicable the transactions contemplated hereby, including without limitation, making
all required regulatory and other filings required by applicable law as promptly as practicable after the date hereof.
ARTICLE
IV.
Conditions
Section
4.1. Conditions Precedent to the Obligation of the Company to Close. The obligation hereunder of the Company to close and effect
the Exchange at the Closing is subject to the satisfaction or waiver, at or before the Closing of the conditions set forth below:
(a)
Accuracy of the Purchaser’s Representations and Warranties. The representations and warranties of the Purchaser shall be
true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time, except for
representations and warranties that are expressly made as of a particular date, which shall be true and correct in all material respects
as of such date.
(b)
Performance by the Purchaser. The Purchaser shall have performed, satisfied and complied in all material respects with all covenants,
agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the
Closing.
(c)
No Injunction, Statute or Rule. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted,
entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of
any of the transactions contemplated by this Agreement.
(d)
Surrender of Dotan Debt. The Purchaser shall have released and surrendered to the Company all documents evidencing the Dotan Debt
together with all appropriate instruments of transfer.
The
conditions set forth in this Section 4.1 are for the Company’s sole benefit and may be waived only by the Company at any time in
its sole discretion.
Section
4.2. Conditions Precedent to the Obligation of the Purchaser to Close. The obligation hereunder of the Purchaser to close and
effect the Exchange is subject to the satisfaction or waiver, at or before the Closing, of each of the conditions set forth below:
(a)
Accuracy of the Company’s Representations and Warranties. Each of the representations and warranties of the Company in this
Agreement shall be true and correct in all material respects as of the Closing Date, except for representations and warranties that speak
as of a particular date, which shall be true and correct in all material respects as of such date.
(b)
Performance by the Company. The Company shall have performed, satisfied and complied in all material respects with all covenants,
agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing.
(c)
No Injunction, Statute or Rule. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted,
entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of
any of the transactions contemplated by this Agreement.
(d)
Delivery of Shares. The Company shall have delivered instructions to the Company’s transfer agent instructing the transfer
agent to deliver on an expedited basis via a certificate or book entry statement evidencing the number of Shares being acquired by the
Purchaser at the Closing.
The
conditions set forth in this Section 4.2 are for the Purchaser’s sole benefit and may be waived only by the Purchaser at any time
in its sole discretion.
ARTICLE
V.
Miscellaneous
Section
5.1. Fees and Expenses. Each party hereto shall pay the fees and expenses of its advisors, counsel, accountants and other experts,
if any, and all other expenses, incurred by such party incident to the negotiation, preparation, execution, delivery and performance
of this Agreement.
Section
5.2. Entire Agreement; Amendment. This Agreement contains the entire understanding and agreement (written or oral) of the parties
hereto with respect to the subject matter hereof and, except as specifically set forth herein, neither the Company nor the Purchaser
make any representation, warranty, covenant or undertaking with respect to such matters, and they supersede all prior understandings
and agreements with respect to said subject matter, all of which are merged herein. No provision of this Agreement may be waived or amended
other than by a written instrument signed by each party hereto. Any amendment or waiver effected in accordance with this Section 5.2
shall be binding upon each such party and its permitted assigns.
Section
5.3. Notices. Any notice, demand, request, waiver or other communication required or permitted to be given hereunder shall be
in writing and shall be effective (a) upon hand delivery by telecopy or e-mail at the address or number designated below (if delivered
on a business day during normal business hours where such notice is to be received), or the first business day following such delivery
(if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business
day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such
mailing, whichever shall first occur. The addresses for such communications shall be:
| If
to the Company: |
Orgenesis
Inc. |
| |
20271
Goldenrod Lane |
| |
Germantown,
Maryland 20876 |
| |
Attention:
Chief Financial Officer |
| |
E-mail:
|
| with
copies (which copies shall not constitute notice to the Company) to: |
Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C. |
| |
919
Third Avenue |
| |
New
York, New York 10017 |
| |
Attention:
Jeffrey Schultz |
| |
E-mail:
jschultz@mintz.com |
| If
to the Purchaser: |
_____________________ |
| |
_____________________ |
| |
_____________________ |
| |
_____________________ |
| |
Attn:_________________ |
| |
E-mail:________________ |
| with
copies (which copies shall not constitute notice to the Purchaser) to: |
[ADDRESS] |
| |
Attn: |
| |
E-mail: |
Any
party hereto may from time to time change its address for notices by giving written notice of such changed address to the other party
hereto.
Section
5.4. Waivers. No waiver by either party of any default with respect to any provision, condition or requirement of this Agreement
shall be deemed to be a continuing waiver in the future or a waiver of any other provision, condition or requirement hereof, nor shall
any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right accruing to it
thereafter.
Section
5.5. Headings. The article, section and subsection headings in this Agreement are for convenience only and shall not constitute
a part of this Agreement for any other purpose and shall not be deemed to limit or affect any of the provisions hereof.
Section
5.6. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors
and assigns. Neither party hereto may assign its rights or obligations under this Agreement (by operation of law or otherwise) without
the prior written consent of each other party hereto, and any attempted assignment without such consent shall be void ab initio.
Section
5.7. No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted
successors and assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person or entity.
Section
5.8. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New
York, without giving effect to the choice of law provisions thereof. This Agreement shall not be interpreted or construed with any presumption
against the party causing this Agreement to be drafted.
Section
5.9. Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute
one and the same instrument and shall become effective when counterparts have been signed by each party and delivered to the other parties
hereto, it being understood that all parties need not sign the same counterpart.
Section
5.10. Severability. The provisions of this Agreement are severable and, in the event that any court of competent jurisdiction
shall determine that any one or more of the provisions or part of the provisions contained in this Agreement shall, for any reason, be
held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other
provision or part of a provision of this Agreement and this Agreement shall be reformed and construed as if such invalid or illegal or
unenforceable provision, or part of such provision, had never been contained herein, so that such provisions would be valid, legal and
enforceable to the maximum extent possible.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
IN
WITNESS WHEREOF, the parties hereto have caused this Debt Exchange Agreement to be duly executed by their respective authorized officers
as of the date first above written.
| |
ORGENESIS
INC. |
| |
|
|
| |
By:
|
/s/ Vered Caplan |
| |
Name:
|
Vered Caplan |
| |
Title:
|
Chief Executive Officer |
| |
PURCHASER: |
| |
|
| |
/s/
Yosef Dotan |
| |
Yosef
Dotan |
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