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) November 12, 2015
ORGENESIS INC.
(Exact name of registrant as specified in its charter)
| Nevada | 000-54329 | 980583166 |
| (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))
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Item 1.01 Entry into a Material Definitive Agreement
On November 12, 2015, Orgenesis Inc. (the “Company”), MaSTherCell SA and Cell Therapy Holding SA (collectively “MaSTherCell”) and each of the shareholders of MaSTherCell (the “MaSTherCell Shareholders”), entered into an amendment (“Amendment No. 2”) to the Share Exchange Agreement originally entered into by such parties on November 6, 2014 (the “Original Agreement”) and pursuant to which the Company acquired, on March 2, 2015, from the MaSTherCell Shareholders all of the issued and outstanding shares of MaSTherCell in consideration of shares of the Company’s common stock. Under Amendment No. 2, the conditions under which the MaSTherCell Shareholders under the Original Agreement could unwind the transaction has been extended to November 30, 2015. Originally, the condition to unwind was to expire on November 12, 2015. If the transaction is unwound, MaSTherCell Shareholders would return all shares of the Company issued to them and MaSTherCell would return all loans advanced by the Company.
Under Amendment No. 2, the Company has agreed to remit to MaSTherCell, by way of an equity investment, the sum of EUR 3.8 million by November 30, 2015 (the “Initial Investment”), to be followed by a subsequent equity investment by December 31, 2015 in MaSTherCell of EUR 1.2 million. These equity investments will be made out of the proceeds from equity or equity linked investments and/or credit facilities that the Company is required to have in place on or before November 30, 2015 in the aggregate amount of at least $10 million (the “Post Closing Financing”). The extended right of the MaSTherCell Shareholders to unwind the transaction may be exercised by them only if the Company has not achieved the Post Closing Financing and/or completed the Initial Investment by November 30, 2015. The unwind right is exercisable upon written notice furnished by MaSTherCell no later than December 10, 2015.
A copy of Amendment No. 2 is attached hereto as Exhibit 10.1.
| Item 8.01 | Other Events. |
On November 12, 2015, the Company, through its wholly owned Israeli subsidiary Orgenesis Ltd. (“Orgenesis Ltd.”), entered into a Collaboration Agreement (the “Collaboration Agreement) with Biosequel LLC, a company incorporated and existing under the laws of Russia (“Biosequel”) to collaborate, on a non-exclusive basis, in carrying out clinical trials and eventually marketing the Company’s products in Russia, Belarus and Kazakhstan. The collaboration is divided into two stages, with the first focused on obtaining the requisite regulatory approvals for conducting clinical trials, as well as performing all clinical and other testing required for market authorization in the defined territory. The second stage will focus on marketing the products and will be subject to successful market acceptance. Biosequel will fund the costs for the first stage, which is expected to last for five or more years, but may terminate earlier if the necessary regulatory approvals are not obtained by the second anniversary of the agreement. The Collaboration Agreement is also terminable under certain limited conditions relating to a party’s insolvency or bankruptcy related event or breach of a material term of the agreement and force majeure events.
This Current Report on Form 8-K contains forward-looking statements relating to the parties’ collaboration plans. Undue reliance should not be placed on these forward-looking statements because they involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond the Company’s control and that could materially affect actual results. The Company expressly disclaims any intent or obligation to update these forward-looking statements, except as required by law.
| Item 9.01 | Financial Statements and Exhibits. |
| 10.1 |
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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 |
| November 13, 2015 |
Exhibit 10.1
ADDENDUM 2
TO
THE SHARE EXCHANGE
AGREEMENT DATED 3 NOVEMBER 2014
THIS ADDENDUM is made effective as of the 12 November 2015
AMONG:
ORGENESIS INC. a Nevada corporation with an office at 21 Sparrow Circle, White Plains NY 10605
( “ Pubco”)
AND:
MASTHERCELL SA, a company incorporated and existing under the laws of Belgium, having its registered office at 6041 Gosselies, rue Auguste Piccard 48, Belgium, registered with the Belgian RPM under number 0840.843.708 (“ MasTherCell ”); and
CELL THERAPY HOLDING SA , a company incorporated and existing under the laws of Belgium, having its registered office at 6041 Gosselies, rue Auguste Piccard 48, Belgium, registered with the Belgian RPM under number 0840.625.061 (“ CTH ”)
( together called “ Priveco”)
AND:
THE UNDERSIGNED SHAREHOLDERS OF PRIVECO AS LISTED ON SCHEDULE 1 of the SEA
(together with the Bondholders in case of conversion, the “ Selling Shareholders”)
Pubco, Priveco and the Selling Shareholders are hereinafter collectively referred to as the " Parties" or individually as a " Party" .
WHEREAS:
| A. |
Pubco and the Selling Shareholders have entered into a "Share Exchange Agreement" effective on 3 November 2014, as subsequently amended on 2 March 2015 (hereafter the " SEA "). |
| B. |
By means of this addendum (the " Addendum ") the Parties wish to amend and/or clarify certain clauses of the SEA in accordance with section 12.3 of the SEA. |
THEREFORE, the Parties covenant and agree as follows:
| 1. |
DEFINITIONS AND INTERPRETATION |
| 1.1 |
Except where expressly specified otherwise, capitalized terms shall have the meaning set forth in the SEA. |
| 1.2 |
References to sections are references to sections of the SEA. |
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Exhibit 99.1
| 2. |
AMENDMENTS |
| 2.1 |
Sections 10.3, 10.4 and 10.5 are hereby deleted and shall be replaced in their entirety by the following: |
"10.3. On or before November 30, 2015, Pubco shall have received proceeds from equity or equity linked investments and/or have credit facilities available affording Pubco aggregate working capital in an aggregate amount of $10,000,000 (the “ Post Closing Financing ”).
10.4 On or before November 30, 2015, Pubco shall remit to Priveco from the proceeds of the Post Closing Financing, by way of an equity investment, EUR 3.8 million, fully paid up (the “ Initial Equity Investment ”). On or before December 31, 2015, Pubco will complete a subsequent equity investment in Priveco in the amount of EUR 1.2 million.
10.5 In the event that Pubco has not achieved the Post Closing Financing and completed the Initial Equity Investment (as defined above) on or before November 30, 2015, then the Selling Shareholders may, by written notice (the “ Unwind Notice ”) to Pubco unwind the Transaction by delivering to Pubco all of the Consideration Shares plus any amount that Pubco has advanced or invested in Priveco, in dollars, as per the auditors of Pubco (the “ Investment ”). The Unwind Notice must be delivered on or before December 10, 2015 and the Consideration Shares and the Investment must be delivered to Pubco on or before December 31, 2015, and Pubco will deliver to the Selling Shareholders all Priveco Shares (the “ Unwinding ”).
| 2.2 |
A new Section 7.6 is hereby added to read as set forth below: |
“7.6 Post Closing Covenants
| (a) |
Each of Priveco and the Selling Shareholders, individually and collectively, shall not, directly or indirectly, take any action to initiate, assist or otherwise further the initiation or prosecution of any liquidation or bankruptcy related proceeding involving Priveco. Each of Priveco and the Selling Shareholders, individually and collectively, shall take all lawful measures reasonably requested by Pubco at Pubco’s sole expense, until December 31, 2015, to oppose the initiation or prosecution of any liquidation or bankruptcy proceeding involving Priveco. |
|
| (b) |
Pubco shall not challenge in any way, including by seeking enforced performance or claiming damages, a decision by any of the Selling Shareholders to proceed to the Unwinding pursuant to Section 10.5 below if this is done in accordance with Section 10.5 below. |
| 2.3 |
All other clauses of the SEA remain unchanged and shall apply to this Addendum. |
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Exhibit 99.1
IN WITNESS WHEREOF the Parties hereto have executed this Addendum as of the day and year first above written.
| MASTHERCELL SA | THEODORUS SCA |
| /s/ Hugues Bultot | */s/ Hugues Bultot |
| Name: Hugues Bultot | Name: |
| Title: CEO | Title: |
| CELL THERAPY HOLDING SA | THEODORUS II SA |
| */s/ Hugues Bultot | */s/ Hugues Bultot |
| Name: Hugues Bultot | Name: |
| Title: CEO | Title: |
| 4FORCELLS SPRL | GABRIEL INVESTMENTS SPRL |
| */s/ Hugues Bultot | */s/ Hugues Bultot |
| Name: | Name: |
| Title: | Title: |
| HUGUES BULTOT | AUXILIASTRA SPRL |
| /s/ Hugues Bultot | */s/ Hugues Bultot |
| Name: | |
| Title: |
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Exhibit 99.1
| JOSÉ CASTILLO FERNANDEZ | GUILLAUME DE VIRON |
| */s/ Hugues Bultot | */s/ Hugues Bultot |
| JPP CONSULTING SPRL | ERIC MATHIEU |
| */s/ Hugues Bultot | */s/ Hugues Bultot |
| Name: | |
| Title: | |
| UNIVERSITE LIBRE DE BRUXELLES | ORGENESIS, INC |
| */s/ Hugues Bultot | /s/ Vered Caplan |
| Name: | Authorized Signatory |
| Title: | Name: Vered Caplan |
| Title: President |
*Hugues Bultot
Acting as attorney under Section 12.17 (as
amended) of the SEA for the above mentioned signatories
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