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): February 10, 2020
ORGENESIS INC.
(Exact name of registrant as specified in its charter)
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Nevada |
000-54329 |
98-0583166 |
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(State or other |
(Commission File |
(IRS Employer |
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jurisdiction |
Number) |
Identification No.) |
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of incorporation |
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:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock |
ORGS |
The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b -2 of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 2.01 Completion of Acquisition or Disposition of Assets.
As previously disclosed on February 2, 2020, Orgenesis Inc. ( "Orgenesis") entered into a Stock Purchase Agreement (the "Purchase Agreement") with GPP-II Masthercell LLC ("GPP" and together with Orgenesis, the "Sellers"), Masthercell Global Inc. ("Masthercell") and Catalent Pharma Solutions, Inc. (the "Buyer"). Pursuant to the terms and conditions of the Purchase Agreement, Sellers agreed to sell 100% of the outstanding equity interests of Masthercell to Buyer (the "Sale") for an aggregate nominal purchase price of $315 million, subject to customary adjustments. The Company determined that the Masthercell business met the criteria to be classified as a discontinued operation.
On February 10, 2020, the Sale was consummated in accordance with the terms of the Purchase Agreement. After accounting for GPP's liquidation preference and equity stake in Masthercell as well as SFPI - FPIM's interest in MaSTherCell S.A., distributions to Masthercell option holders and transaction costs, Orgenesis received approximately $126.7 million at the closing of the Sale transaction, of which $7.2 million was used for the repayment of intercompany loans and payables. Included in this amount is $1.4 million which was deposited into an escrow account in connection with potential adjustments based on working capital and indebtedness at closing. Orgenesis expects to use the net proceeds from the Sale to continue to grow its point-of-care cell therapy business and to further the development of Advanced Therapy Medicinal Products.
Item 9.01. Financial Statements and Exhibits.
(b) Pro forma financial information
The following unaudited pro forma condensed combined financial statements giving effect to the Sale are attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference:
• Unaudited pro forma condensed combined balance sheet as of September 30, 2019;
• Unaudited pro forma condensed combined statement of operations for the years ended November 30, 2018 and November 30, 2017;
• Unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2019; and
• Unaudited pro forma condensed combined statement of operations for the transition month December 2018.
The exhibit listed in the following Exhibit Index is filed as part of this Current Report on Form 8-K.
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Exhibit No. |
Description |
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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.
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ORGENESIS INC. |
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Date: February 14, 2020 |
By: |
/s/ Neil Reithinger |
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Neil Reithinger |
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Chief Financial Officer, Treasurer and |
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Secretary |
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Exhibit No. |
Description |
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Exhibit 99.1
Unaudited Pro Forma Condensed Balance Sheet
(Dollars in Thousands, except for share amounts)
| Liabilities and Equity | ||||||||||||
| CURRENT LIABILITIES: | ||||||||||||
| Accounts payable | $ | 7,693 | $ | (3,226 | ) | $ | - | $ | 4,467 | |||
| Accrued expenses and other payables | 1,719 | (397 | ) | 19,700 | 21,022 | |||||||
| Employees and related payables | 3,618 | (2,042 | ) | 1,576 |
| Advance payments on account of grant | 2,735 | (2,246 | ) | 489 | ||||||||
| Short-term loans and current maturities of long term loans | 642 | (359 | ) | 283 | ||||||||
| Contract liabilities | 5,708 | (5,536 | ) | 172 | ||||||||
| Current maturities of long-term debt and finance leases | 227 | (227 | ) | - | ||||||||
| Current maturities of operating leases | 1,624 | (1,253 | ) | 371 | ||||||||
| Current maturities of convertible loans | 397 | 397 | ||||||||||
| Total current liabilities | $ | 24,363 | $ | (15,286 | ) | $ | 19,700 | $ | 28,777 | |||
| LONG-TERM LIABILITIES: | ||||||||||||
| Non-current operating leases | 7,435 | (6,931 | ) | 504 | ||||||||
| Loans payable | 1,283 | (1,283 | ) | - | ||||||||
| Convertible loans | 8,465 | 8,465 | ||||||||||
| Retirement benefits obligation | 26 | 26 | ||||||||||
| Deferred taxes | 1,964 | (1,795 | ) | 169 | ||||||||
| Long-term debt and finance leases | 505 | (505 | ) | - | ||||||||
| Other long-term liabilities | 322 | 322 | ||||||||||
| Total long-term liabilities | 20,000 | (10,514 | ) | - | 9,486 | |||||||
| TOTAL LIABILITIES | $ | 44,363 | $ | (25,800 | ) | $ | 19,700 | $ | 38,263 | |||
| COMMITMENTS REDEEMABLE NON-CONTROLLING INTEREST | 24,139 | (24,139 | ) | - | - | |||||||
| TOTAL EQUITY | 11,097 | (21,009 | ) | 107,035 | 97,123 | |||||||
| TOTAL LIABILITIES AND EQUITY | $ | 79,599 | $ | (70,948 | ) | $ | 126,735 | $ | 135,386 |
Unaudited Pro Forma Statement of Operations
(Dollars in Thousands, except for share amounts)
| Historical | |||||||||
| Nine Months Ended | Nine Months Ended | ||||||||
| September 30, | September 30, | September 30, | |||||||
| 2019 | 2019 | 2019 | |||||||
| Orgenesis |
Sale of
MaSTherCell Note 2(d) |
Pro Forma | |||||||
| REVENUES | $ | 24,179 | $ | (21,397 | ) | $ | 2,782 | ||
| COST OF REVENUES | 15,643 | (12,706 | ) | 2,937 | |||||
| GROSS PROFIT | 8,536 | (8,691 | ) | (155 | ) | ||||
| RESEARCH AND DEVELOPMENT EXPENSES, net | 7,597 | 659 | 8,256 | ||||||
| AMORTIZATION OF INTANGIBLE ASSETS | 1,547 | (1,224 | ) | 323 | |||||
| SELLING, GENERAL AND ADMINISTRATIVE EXPENSES | 17,448 | (9,011 | ) | 8,437 | |||||
| OTHER INCOME, net | (104 | ) | 89 | (15 | ) | ||||
| OPERATING LOSS | 17,952 | (796 | ) | 17,156 | |||||
| FINANCIAL EXPENSES , net | 588 | 6 | 594 | ||||||
| LOSS BEFORE INCOME TAXES | 18,540 | (790 | ) | 17,750 | |||||
| TAX EXPENSES | 649 | (761 | ) | (112 | ) | ||||
| NET LOSS | 19,189 | (1,551 | ) | 17,638 | |||||
| NET (INCOME) LOSS ATTRIBUTABLE TO NON-CONTROLLING INTERESTS (INCLUDING REDEEMABLE) | (1,128 | ) | 1,075 | (53 | ) | ||||
| NET LOSS ATTRIBUTABLE TO ORGENESIS INC. | 18,061 | (476 | ) | 17,585 | |||||
| LOSS PER SHARE: | |||||||||
| Basic | $ | 1.35 | $ | 1.27 | |||||
| Diluted | $ | 1.35 | $ | 1.27 | |||||
| WEIGHTED AVERAGE NUMBER OF SHARES USED IN COMPUTATION OF BASIC AND DILUTED EARNINGS (LOSS) PER SHARE: | |||||||||
| Basic | $ | 15,858,666 | $ | 15,858,666 | |||||
| Diluted | $ | 15,858,666 | $ | 15,858,666 | |||||
Unaudited Pro Forma Statement of Operations
(Dollars in Thousands, except for share amounts)
| Historical | |||||||||
| One Month Ended | |||||||||
| December 31, | December 31, | December 31, | |||||||
| 2018 | 2018 | 2018 | |||||||
| Orgenesis |
Sale of
MaSTherCell Note 2(e) |
Pro Forma | |||||||
| REVENUES | $ | 1,852 | (1,709 | ) | 143 | ||||
| COST OF REVENUES | 1,221 | (1,078 | ) | 143 | |||||
| GROSS PROFIT | 631 | (631 | ) | - | |||||
| RESEARCH AND DEVELOPMENT EXPENSES, net | 1,431 | 66 | 1,497 | ||||||
| AMORTIZATION OF INTANGIBLE ASSETS | 179 | (141 | ) | 38 | |||||
| SELLING, GENERAL AND ADMINISTRATIVE EXPENSES | 1,984 | ( 999 | ) | 985 | |||||
| OPERATING LOSS | 2,963 | (443 | ) | 2,520 | |||||
| FINANCIAL EXPENSES , net | 27 | (17 | ) | 10 | |||||
| LOSS BEFORE INCOME TAXES | 2,990 | (460 | ) | 2,530 | |||||
| TAX (INCOME) EXPENSES | (83 | ) | 124 | 41 | |||||
| NET LOSS | 2,907 | (336 | ) | 2,571 | |||||
| NET (INCOME) LOSS ATTRIBUTABLE TO NON-CONTROLLING INTERESTS (INCLUDING REDEEMABLE) | (163 | ) | 152 | (11 | ) | ||||
| NET LOSS ATTRIBUTABLE TO ORGENESIS INC. | 2,744 | (184 | ) | 2,560 | |||||
| LOSS PER SHARE: | |||||||||
| Basic | $ | 0.19 | 0.17 | ||||||
| Diluted | $ | 0.19 | 0.17 | ||||||
| WEIGHTED AVERAGE NUMBER OF SHARES USED IN COMPUTATION OF BASIC AND DILUTED EARNINGS (LOSS) PER SHARE: | |||||||||
| Basic | $ | 15,423,040 | 15,423,040 | ||||||
| Diluted | $ | 15,423,040 | 15,423,040 | ||||||
Unaudited Pro Forma Statement of Operations
(Dollars in Thousands, except for share amounts)
| Historical | |||||||||
| Year Ended | Year Ended | ||||||||
| November 30, | November 30, | November 30, | |||||||
| 2018 | 2018 | 2018 | |||||||
| Orgenesis |
Sale of
MaSTherCell Note 2(f) |
Pro Forma | |||||||
| REVENUES | 18,655 | (17,273 | ) | 1,382 | |||||
| COST OF REVENUES | 10,824 | (9,403 | ) | 1,421 | |||||
| GROSS PROFIT (LOSS) | 7,831 | (7,870 | ) | (39 | ) | ||||
| RESEARCH AND DEVELOPMENT EXPENSES, net | 6,464 | 1,259 | 7,723 | ||||||
| AMORTIZATION OF INTANGIBLE ASSETS | 1,913 | (1,725 | ) | 188 | |||||
| SELLING, GENERAL AND ADMINISTRATIVE EXPENSES | 16,303 | (6,196 | ) | 10,107 | |||||
| OTHER INCOME, net | (2,930 | ) | (1,600 | ) | (4,530 | ) | |||
| OPERATING LOSS | 13,919 | (392 | ) | 13,527 | |||||
| FINANCIAL EXPENSES , net | 3,117 | (185 | ) | 2,932 | |||||
| SHARE IN NET LOSS OF ASSOCIATED COMPANIES | 731 | - | 731 | ||||||
| LOSS BEFORE INCOME TAXES | 17,767 | (577 | ) | 17,190 | |||||
| TAX EXPENSES | 1,337 | (1,185 | ) | 152 | |||||
| NET LOSS | 19,104 | (1,762 | ) | 17,342 | |||||
| NET (INCOME) LOSS ATTRIBUTABLE TO NON-CONTROLLING INTERESTS (INCLUDING REDEEMABLE) | (813 | ) | 771 | (42 | ) | ||||
| NET LOSS ATTRIBUTABLE TO ORGENESIS INC. | 18,291 | (991 | ) | 17,300 | |||||
| LOSS PER SHARE: | |||||||||
| Basic | 1.43 | 1.30 | |||||||
| Diluted | 1.43 | 1.30 | |||||||
| WEIGHTED AVERAGE NUMBER OF SHARES USED IN COMPUTATION OF BASIC AND DILUTED EARNINGS (LOSS) PER SHARE: | |||||||||
| Basic | 13,374,103 | 13,374,103 | |||||||
| Diluted | 13,374,103 | 13,374,103 | |||||||
Unaudited Pro Forma Statement of Operations
(Dollars in Thousands, except for share amounts)
| Historical | |||||||||
| Year Ended | Year Ended | ||||||||
| November 30, | November 30, | November 30, | |||||||
| 2017 | 2017 | 2017 | |||||||
| Orgenesis |
Sale of
MaSTherCell Note 2(g) |
Pro Forma | |||||||
| REVENUES | 10,089 | (10,089 | ) | - | |||||
| COST OF REVENUES | 6,807 | (6,807 | ) | - | |||||
| GROSS PROFIT (LOSS) | 3,282 | (3,282 | ) | - | |||||
| RESEARCH AND DEVELOPMENT EXPENSES, net | 2,478 | 757 | 3,235 | ||||||
| AMORTIZATION OF INTANGIBLE ASSETS | 1,631 | (1,631 | ) | - | |||||
| SELLING, GENERAL AND ADMINISTRATIVE EXPENSES | 9,189 | (4,699 | ) | 4,490 | |||||
| OPERATING LOSS | 10,016 | (2,291 | ) | 7,725 | |||||
| FINANCIAL EXPENSES , net | 2,447 | (238 | ) | 2,209 | |||||
| SHARE IN NET LOSS OF ASSOCIATED COMPANIES | 1,214 | - | 1,214 | ||||||
| LOSS BEFORE INCOME TAXES | 13,676 | (2,528 | ) | 11,148 | |||||
| TAX (INCOME) EXPENSES | (1,310 | ) | 1,310 | - | |||||
| NET LOSS | 12,367 | (1,219 | ) | 11,148 | |||||
| NET (INCOME) LOSS ATTRIBUTABLE TO NON-CONTROLLING INTERESTS (INCLUDING REDEEMABLE) | - | - | - | ||||||
| NET LOSS ATTRIBUTABLE TO ORGENESIS INC. | 12,367 | (1,219 | ) | 11,148 | |||||
| LOSS PER SHARE: | |||||||||
| Basic | 1.28 | 1.15 | |||||||
| Diluted | 1.31 | 1.19 | |||||||
| WEIGHTED AVERAGE NUMBER OF SHARES USED IN COMPUTATION OF BASIC AND DILUTED EARNINGS (LOSS) PER SHARE: | |||||||||
| Basic | 9,679,964 | 9,679,964 | |||||||
| Diluted | 9,714,252 | 9,714,252 | |||||||
1. Basis of Presentation
The historical financial information has been adjusted to give pro forma effect to events that are (i) directly attributable to the divestiture, (ii) factually supportable and (iii) expected to have a continuing impact on the combined results. The pro forma adjustments are preliminary and based on estimates and have been prepared to illustrate the estimated effect of the divestiture. The pro forma financial information presented is not intended to reflect or be indicative of the Company's consolidated results of operations or financial position had the divestiture occurred as of the dates presented and should not be taken as a representation or projection of the Company's future consolidated results of operations or financial condition. The pro forma adjustments described below were based on management's assumptions and estimates, including assumptions relating to consideration received.
The Company's historical results are derived from its unaudited balance sheet as of September 30, 2019, unaudited statements of operations for the nine months ended September 30, 2019, unaudited statements of operations for the transition month ended December 31, 2018, and audited statements of operations for the years ended November 30, 2018 and November 30, 2017.
2. Notes to Unaudited Pro Forma Adjustments
| (a) |
Represents the anticipated cash proceeds from closing the Transaction, net of repayment of Orgenesis loans and intercompany balances to MaSTherCell The net adjustment for cash is as follows (dollars in millions): |
| Total | |||
| Aggregate nominal purchase price from the sale | $ | 315.0 | |
| Less: GPP liquidation preference and equity stake in Masthercell, SFPI - FPIM's interest in MaSTherCell S.A., distributions to Masthercell option holders, and transaction costs | (188.3 | ) | |
| Estimated cash proceeds from the Transaction to the Company | 126.7 | ||
| Less: Payment of intercompany loans and payables | (7.2 | ) | |
| Net cash adjustment (including $1.4M to be released from Escrow) | $ | 119.5 |
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(b) |
Represents the estimated tax effect of the Transaction assuming a combined statutory tax rate of 29% after utilizing accumulated net operating losses of approximately $29 million |
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(c) |
Represents the historical balances of Masthercell at September 30, 2019 |
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(d) |
Represents the historical results of operations of Masthercell for the 9 months ended September 30, 2019 |
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(e) |
Represents the historical results of operations of Masthercell for the transition month ended December 31, 2018 |
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(f) |
Represents the historical results of operations of Masthercell for the year ended November 30, 2018 |
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(g) |
Represents the historical results of operations of Masthercell for the year ended November 30, 2017 |