UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 15, 2022
ORGENESIS INC.
(Exact name of registrant as specified in its charter)
| Nevada | 001-38416 | 98-0583166 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
20271
Goldenrod Lane, Germantown, MD 20876
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (480) 659-6404
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock | ORGS | The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b -2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
Convertible Note Extension Agreement
As previously disclosed, on June 6, 2019, Orgenesis Inc. (the “Company”) entered into a private placement subscription agreement with J. Ezra Merkin (the “Lender”), pursuant to which the Lender purchased from the Company a 6% Unsecured Convertible Note in the aggregate principal amount of $1,950,000 (the “Convertible Note”), which is convertible, at the discretion of the Lender, into units at a conversion price of $7.00 per unit, each unit consisting of one share of Common Stock and a warrant, exercisable for three (3) years, to purchase one share of Common Stock at a price of $7.00 per share. On July 15, 2022, the Company and the Lender entered into an amendment to such Convertible Note, the Convertible Note Extension Agreement (the “Amendment”), which amended the Convertible Note as follows:
| ● | the Company agrees to pay an initial $500,000 repayment to the Lender on or prior to August 15, 2022, and if the repayment is not paid on August 15, 2022, it will constitute an event of default; | |
| ● | the interest rate will increase from 6% to 8% per annum as of June 5, 2022; | |
| ● | if an event of default has occurred, the interest on the unconverted and then outstanding principal amount shall accrue at the rate of 15% per annum; | |
| ● | the Maturity Date shall be extended to September 10, 2022 (the “Maturity Date”); and | |
| ● | as consideration for the Maturity Date extension, the Company agreed to grant the Lender warrants to purchase up to 330,000 shares of Common Stock of the Company, exercisable for three years, at an exercise price of $4.50 per share (the “Warrants”). |
The foregoing summary of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the Amendment attached as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information required by this Item 2.03 is included under Item 1.01 of this Current Report on Form 8-K.
Item 3.02. Unregistered Sales of Equity Securities.
The Warrants and the shares of Common Stock issuable upon exercise of such Warrants have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and shall be exempt from registration under Section 4(a)(2) of the Securities Act as a transaction not involving a public offering. The information contained below in Item 1.01 above is hereby incorporated by reference into this Item 3.02.
Item 9.01. Financial Statements and Exhibits.
The exhibit listed in the following Exhibit Index is filed as part of this Current Report on Form 8-K.
| Exhibit No. | Description | |
| 10.1 | Convertible Note Extension Agreement, dated July 15, 2022, by and among the Company and J. Ezra Merkin | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ORGENESIS INC. | ||
| Date: July 20, 2022 | By: | /s/ Neil Reithinger |
| Neil Reithinger | ||
| Chief Financial Officer, Treasurer and | ||
| Secretary | ||
Exhibit 10.1
Convertible Note Extension Agreement
This Convertible Note Extension Agreement (“Extension”) is entered into as of July 15, 2022 (the “Effective Date”), by and between Orgenesis Inc. (“Borrower”) and J Ezra Merkin (“Lender”). Borrower and Lender may each be referred to herein as a “Party,” and collectively as the “Parties”
WHEREAS: Lender and Borrower are parties to that certain Convertible Note, dated June 6, 2019 (“CN”) for the subscription amount of US$ 1,950,000 attached hereto as Exhibit A; and
WHEREAS: Lender and Borrower wish to revise the terms of the CN in accordance with the terms herein;
NOW THEREFORE, the Parties hereby agree as follows:
| 1. | Initial $500,000 Repayment |
1.1 Borrower agrees to make an initial $500,000 repayment to the Lender under the CN on or prior to August 15, 2022.
1.2 The repayment will first pay any accrued but unpaid interest and the remainder will be applied to unpaid principle.
1.3 If this repayment is not paid on August 15, 2022, the Borrower will be in default under the CN.
| 2 | Interest Rate and Default Interest Rate |
2.1 Commencing as of June 5, 2022, interest shall accrue on the unconverted and then outstanding Principal Amount at the rate of 8% per annum (“Interest Rate”).
2.2 If an Event of Default has occurred, interest on the unconverted and then outstanding Principal Amount shall instead accrue on at the rate of 15% per annum (“Default Interest Rate”).
| 3 | Maturity Date Extension |
3.1 The Maturity Date under the CN shall be extended to September 10, 2022 (the “Maturity Date”).
3.2 In exchange for the extension to the Maturity Date, the Borrower will grant the Lender options to purchase up to 330,000 shares of Common Stock of the Borrower which is exercisable for three years, at an exercise price of $4.50 per share.
| 4 | GENERAL PROVISIONS. |
| 4.1 | The Agreement is hereby amended only to the extent necessary to give full effect to this Extension. Unless expressly specified herein, all other terms and conditions specified in the Agreement shall apply and shall remain in full force and effect. Capitalized terms used not defined herein shall have the meaning ascribed to them in the CN. In the event of any conflict between the terms of this Extension and the terms of the CN, the terms of this Extension shall control. |
| 4.2 | This Extension may be executed in any number of counterparts, including in facsimile and scanned format, each of which shall be deemed an original and enforceable against the Party actually executing such counterpart and all of which together shall constitute one and the same instrument. |
[Remainder of Page Intentionally Left Blank]
| 1 |
IN WITNESS WHEREOF, the Parties have executed this Extension to Convertible Note Agreement as of the date first above written.
THE LENDER:
/s/ Ezra Merkin
J Ezra Merkin
| ORGENESIS INC. | ||
| By: | /s/ Vered Caplan |
|
| Name: | Vered Caplan | |
| Title: | Chief Executive Officer | |
| Address: | 20271 Goldenrod Lane | |
| Germantown, Maryland, 20776 USA | ||
[Signature page to the Extension to Convertible Note Agreement between Orgenesis Inc. and Ezra Merkin]
| 2 |
Exhibit A - Convertible Note
| 3 |