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): January 12, 2023
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.
On January 12, 2023, Orgenesis Inc. (the “Company”) entered into (i) a Convertible Credit Line and Unsecured Convertible Note Extension #2 Agreement with Yosef Dotan (the “Dotan Extension Agreement”), (ii) a Convertible Credit Line Extension Agreement with Aharon Lukach (the “Lukach Extension Agreement”) and (iii) a Convertible Loans and Unsecured Convertible Notes Extension #2 Agreement with Yehuda Nir (the “Nir Extension Agreement”), each which extended the maturity date of the convertible loans under their respective loan agreements (as described below) to January 31, 2026. The aggregate principal amount of loans extended was $12 million and the interest rate on the extended loans varied between 2% and 10%. In consideration for the extensions, (i) the interest rate on such principal amount of such loans was increased to 10% per annum commencing on February 1, 2023 (except for the Nir Convertible Loan Agreement dated as of April 12, 2022, which already had a 10% per annum interest rate), (ii) the conversion price of the loans was reduced from $7.00 to $2.50 (except for the Nir Convertible Loan Agreement dated as of April 12, 2022, which already had a $2.50 conversion price), (iii) the exercise price of the warrants issuable upon conversion of the 2% Notes and the Nir Convertible Loan Agreement dated as of May 17, 2019 was reduced to $2.50 per share and the term of such warrants was extended to January 31, 2026.
The Dotan Extension Agreement related to a Convertible Credit Line Agreement dated as of October 3, 2019, as amended, of which $750,000 principal amount plus interest is outstanding, and 2% Notes purchased from the Company on November 3, 2018, of which $250,000 principal amount plus interest is outstanding.
The Lukach Extension Agreement related to a Convertible Credit Line Agreement dated as of October 3, 2019, as amended, of which $750,000 principal amount plus interest is outstanding.
The Nir Extension Agreement related to 2% Notes purchased from the Company on November 3, 2018, as amended, of which $500,000 principal amount plus interest is outstanding, a Convertible Loan Agreement dated as of May 17, 2019, of which $5,000,000 principal amount plus interest is outstanding, and a Convertible Loan Agreement dated as of April 12, 2022, as amended, of which $5,000,000 principal amount plus interest is outstanding.
The foregoing summary of each of the Dotan Extension Agreement, the Lukach Extension Agreement and the Nir Extension Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of the Dotan Extension Agreement, the Lukach Extension Agreement and the Nir Extension Agreement, copies of which are filed as exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K.
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 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 Credit Line and Unsecured Convertible Note Extension #2 Agreement, dated as of January 12, 2023, by and between the Company and Yosef Dotan | |
| 10.2 | Convertible Credit Line Extension Agreement, dated as of January 12, 2023, by and between the Company and Aharon Lukach | |
| 10.3 | Convertible Loans and Unsecured Convertible Notes Extension #2 Agreement, dated as of January 12, 2023, by and between the Company and Yehuda Nir | |
| 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: January 18, 2023 | By: | /s/ Neil Reithinger |
| Neil Reithinger | ||
| Chief Financial Officer, Treasurer and | ||
| Secretary | ||
Exhibit 10.1
Convertible Credit Line and Unsecured Convertible Note Extension #2 Agreement
This Convertible Credit Line and Unsecured Convertible Note Extension#2 Agreement (“Extension#2”) is entered into as of January 12, 2023 (the “Effective Date”), by and between Orgenesis Inc. (“Borrower”) and Yosef Dotan (“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 Credit Line Agreement dated October 3, 2019 (“Agreement”) as amended by Extension to the Agreement dated September 13, 2021 (“Extension#1”) and as amended by Amendment to the Agreement dated March 22, 2022 (“Amendment#1”); and
WHEREAS: Lender and Borrower are parties to two Private Placement Subscription Agreements dated November 30, 2018, each for subscription amount of US$ 125,000 (the “Private Placement Agreements”), and the related Two Percent (2%) Unsecured Convertible Notes (the “2% Notes”); and
WHEREAS: Lender and Borrower wish to extend further the Maturity Date (as defined in the 2% Notes and Agreement) of the respective Agreement and 2% Notes to January 31, 2026 and to amend certain terms set forth in the Agreement in accordance with the terms set forth herein;
NOW THEREFORE, the Parties hereby agree as follows:
| 1. | MATURITY DATE EXTENSION | |
| 1.1 | Unless otherwise converted into equity pursuant to the terms of the Agreement, the Loan Amount, including all accrued but unpaid interest thereon which equals US$ 855,033 as of January 31, 2023, shall accrue interest at the rate of ten percent (10%) per annum from February 1st, 2023 until the Loan Agreement becomes due and payable on January 31, 2026 (the “Maturity Date”) without any action required from the Lender. The Maturity Date may be further extended by the Lender in the Lender’s sole and absolute discretion and any such extension(s) shall be in writing signed by both Parties. The Loan Amount may be prepaid by the Borrower in whole or in part at any time without penalty of any kind after notice of 2 Business Days to the Lender. Each such prepayment shall be credited first to principal and then accrued but unpaid interest, costs and expenses owed to the Lender by the Borrower. | |
| 1.2 | Unless otherwise converted into Units pursuant to the respective terms of the 2% Notes, the principal amount of the 2% Notes held by the Lender, plus accrued and unpaid interest thereon which equal US$ 288,676 as of January 31, 2023, shall accrue interest at the rate of ten percent (10%) per annum from February 1st, 2023 until the 2% Notes become due and payable on January 31, 2026 without any action required from the Lender. The principal amounts of the 2% Notes, plus accrued and unpaid interest thereon, may be prepaid by the Borrower in whole or in part at any time without penalty of any kind after notice of 2 Business Days to the Lender. Each such prepayment shall be credited first to principal and then to the accrued but unpaid interest. |
| 2. | CHANGE OF CONVERSION PRICE | |
| 2.1 | Section 6 (a) of the Agreement shall be deleted and replaced with the following: | |
| “The Loan Amount and any and all accrued but unpaid interest thereon (collectively, the “Outstanding Amount”), shall be convertible by the Lender, at any time prior to or on the Maturity Date, by written notice to the Borrower, to convert the Outstanding Amount, in whole or in part, into shares of common stock of Orgenesis at a conversion price per share equal to US$2.50.” | ||
| 2.2 | Section 1.2.1 of the PP Agreements shall be deleted and replaced with the following: | |
| “Units of the Issuer. The term “Units” shall mean one (1) share (each, a “Conversion Share”) of the Issuer’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant to purchase one share of Common Stock (the “Warrants”). Each Warrant shall entitle the holder to purchase one share of Common Stock (the “Warrant Shares”) at an exercise price of $2.50 per share (the “Exercise Price”), subject to adjustment, and shall be exercisable until January 31, 2026.” | ||
| 2.3 | Section 3.1 of the Form of Note shall be amended so that the conversion price for the Principal Amount and interest under this Note shall be “$2.50 in the event the Holder elects to convert the Principal Amount and interest under this Note into Units” instead of $7.00. | |
| 3. | EXTENSION OF WARRANTS | |
| 3.1 | The expiration and latest possible exercise date of any unexercised Warrants in accordance with the Agreement and the 2% Notes shall be extended to January 31, 2026. | |
| 4. | GENERAL PROVISIONS. | |
| 4.1 | The 2% Notes and the Agreement (collectively the “Agreements”) are hereby amended only to the extent necessary to give full effect to this Extension#2. Unless expressly specified herein, all other terms and conditions specified in the Agreements 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 Agreements. In the event of any conflict between the terms of this Extension#2 and the terms of the Agreements, the terms of this Extension shall control. | |
| 4.2 | This Extension#2 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]
IN WITNESS WHEREOF, the Parties have executed this Extension#2 to Convertible Credit Line and Unsecured Convertible Note Agreement as of the Effective Date.
| THE LENDER: | ||
| /s/ Yosef Dotan | ||
| Yosef Dotan | ||
| 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 Credit Line Agreement between Orgenesis Inc. and Y. Dotan]
Exhibit 10.2
Convertible Credit Line Extension Agreement
This Convertible Credit Line Extension Agreement (“Extension”) is entered into as of January 12, 2023 (the “Effective Date”), by and between Orgenesis Inc. (“Borrower”) and Aharon Lukach (“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 Credit Line Agreement dated October 3, 2019 (“Agreement”); and
WHEREAS: Lender and Borrower are parties to that certain Extension to the Agreement dated September 13, 2021 (“Extension#1”); and
WHEREAS: Lender and Borrower are parties to that certain Amendment#1 to the Agreement dated November 12, 2019 (“Amendment#1”); and
WHEREAS: Lender and Borrower wish to extend further the Maturity Date (as defined in the Agreement, Extension#1 and the Amendment#1) of the loan in accordance with this Agreement to January 31, 2026 and to amend certain terms set forth in the Agreement in accordance with the terms set forth herein;
NOW THEREFORE, the Parties hereby agree as follows:
| 1. | MATURITY DATE EXTENSION | |
| 1.3 | Unless otherwise converted into equity pursuant to the terms of the Agreement, the Loan Amount, including all accrued but unpaid interest thereon which equals US$ 945,397 as of January 31, 2023, shall accrue interest at the rate of ten percent (10%) per annum from February 1st, 2023 until the Loan Amount becomes due and payable on January 31, 2026 (the “Maturity Date”) without any action required from the Lender. The Maturity Date may be further extended by the Lender in the Lender’s sole and absolute discretion and any such extension(s) shall be in writing signed by both Parties. The Loan Amount may be prepaid by the Borrower in whole or in part at any time without penalty of any kind after notice of 2 Business Days to the Lender. Each such prepayment shall be credited first to principal and then accrued but unpaid interest, costs and expenses owed to the Lender by the Borrower. | |
| 2. | CHANGE OF CONVERSION PRICE | |
| Section 6(a) of the Agreement shall be deleted and replaced with the following: | ||
| “The Loan Amount and any and all accrued but unpaid interest thereon (collectively, the “Outstanding Amount”), shall be convertible by the Lender, at any time prior to or on the Maturity Date, by written notice to the Borrower, to convert the Outstanding Amount, in whole or in part, into shares of common stock of Orgenesis at a conversion price per share equal to US$2.50.” |
| 3. | EXTENSION OF WARRANTS | |
| 3.1 | The expiration and latest possible exercise date of any unexercised Warrants in accordance with the Agreement shall be extended to January 31, 2026. | |
| 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 Agreement. In the event of any conflict between the terms of this Extension and the terms of the Agreement, 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. | |
| 4.3 | Section 10(c) of the Agreement shall be hereby amended to provide that any notices sent or delivered to the Borrower shall also be sent or delivered to Mark Cohen, Pearl Cohen Zedek Latzer Baratz LLP, Times Square Tower, 7 Times Square, New York, NY 10036 (which delivery shall not constitute notice). |
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the Parties have executed this Extension to Convertible Credit Line Agreement as of the date first above written.
| THE LENDER: | ||
| /s/ Aharon Lukach | ||
| Aharon Lukach | ||
| 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 Credit Line Agreement between Orgenesis Inc. and A. Lukach]
Exhibit 10.3
Convertible Loans and Unsecured Convertible Notes Extension #2 Agreement
This Convertible Loans and Unsecured Convertible Notes Extension#2 Agreement (“Extension#2”) is entered into as of January 12, 2023 (the “Effective Date”), by and between Orgenesis Inc. (“Borrower”) and Yehuda Nir (“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 two Private Placement Subscription Agreements dated November 21, 2018, each for subscription amount of US$ 250,000 (the “Private Placement Agreements”), and the related Two Percent (2%) Unsecured Convertible Notes (the “2% Notes”), each as amended by Extension to the Notes dated September 13, 2021 (“Extension#1”); and
WHEREAS: Lender and Borrower are parties to that certain Convertible Loan Agreement dated May 17, 2019 (“Loan#1 Agreement”); and
WHEREAS: Lender and Borrower are parties to that certain Convertible Loan Agreement dated April 21, 2022 (“Loan #2 Agreement”), as amended by Amendment#1 to the Loan#2 Agreement dated May 11, 2022 and by Amendment#2 to the Loan#2 Agreement dated October 23, 2022; and
WHEREAS: Lender and Borrower wish to extend further the Maturity Date (as defined in the Notes and respective Loan Agreements) of the respective Loan Agreements and the 2% Notes to January 31, 2026 in accordance with the terms herein;
NOW THEREFORE, the Parties hereby agree as follows:
| 1. | MATURITY DATE EXTENSION | |
| 1.1 | Unless otherwise converted into Units pursuant to the respective terms of the Notes, the principal amount of the 2% Notes held by the Lender, plus accrued and unpaid interest thereon, which equal US$ 541,973 as of January 31, 2023, shall accrue interest at the rate of ten percent (10%) per annum from February 1st, 2023 until the 2% Notes become due and payable on January 31, 2026 without any action required from the Lender. The principal amounts of the 2% Notes, plus accrued and unpaid interest thereon, may be prepaid by the Borrower in whole or in part at any time without penalty of any kind after notice of 2 Business Days to the Lender. Each such prepayment shall be credited first to principal and then to the accrued but unpaid interest | |
| 1.2 | Unless otherwise converted into equity pursuant to the terms of the Loan#1 Agreement, the Loan Amount, including all accrued but unpaid interest thereon, which equals US$ 5,000,000 as of January 31, 2023, shall accrue interest at the rate of ten percent (10%) per annum from February 1st, 2023 until the Loan Amount becomes due and payable on January 31, 2026 (the “Maturity Date”) without any action required from the Lender. The Maturity Date may be further extended by the Lender in the Lender’s sole and absolute discretion and any such extension(s) shall be in writing signed by both Parties. The Loan Amount may be prepaid by the Borrower in whole or in part at any time without penalty of any kind after notice of 2 Business Days to the Lender. Each such prepayment shall be credited first to principal and then accrued but unpaid interest, costs and expenses owed to the Lender by the Borrower. |
| 1.3 | Unless otherwise converted into equity pursuant to the terms of the Loan#2 Agreement, the Loan Amount, including all accrued but unpaid interest thereon, which equals US$ 5,390,411 as of January 31, 2023, shall continue to accrue interest at the rate of ten percent (10%) per annum until the Loan Amount becomes due and payable on January 31, 2026 (the “Maturity Date”) without any action required from the Lender. The Maturity Date may be further extended by the Lender in the Lender’s sole and absolute discretion and any such extension(s) shall be in writing signed by both Parties. The Loan Amount may be prepaid by the Borrower in whole or in part at any time without penalty of any kind after notice of 2 Business Days to the Lender. Each such prepayment shall be credited first to principal and then accrued but unpaid interest, costs and expenses owed to the Lender by the Borrower. | |
| 2 | CHANGE OF CONVERSION PRICE | |
| 2.1 | Section 6 (a)(i) of the Loan#1 Agreement shall be deleted and replaced with the following: | |
| “the Lender shall be entitled, at any time prior to or on the Maturity Date, by written notice to the Borrower, to convert the Outstanding Amount, in whole or in part, into units of (1) shares of common stock of Orgenesis at a conversion price per share equal to US$2.50 and (2) a Warrant to purchase an equal number of additional shares of Orgenesis common stock at a price of US$2.50 per share.” | ||
| 2.2 | Section 1.2.1 of the Terms and Conditions of Subscription for the Notes shall be deleted and replaced with the following: | |
| “Units of the Issuer. The term “Units” shall mean one (1) share (each, a “Conversion Share”) of the Issuer’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant to purchase one share of Common Stock (the “Warrants”). Each Warrant shall entitle the holder to purchase one share of Common Stock (the “Warrant Shares”) at an exercise price of $2.50 per share (the “Exercise Price”), subject to adjustment, and shall be exercisable until January 31, 2026.” | ||
| 2.3 | Section 3.1 of the Form of Note shall be amended so that the conversion price for the Principal Amount and interest under this Note shall be “$2.50 in the event the Holder elects to convert the Principal Amount and interest under this Note into Units” instead of $7.00. | |
| 3. | EXTENSION OF WARRANTS | |
| 3.1 | The expiration and latest possible exercise date of any unexercised Warrants in accordance with the 2% Notes, the Loan#1 Agreement and the Loan#2 Agreement shall be extended to January 31, 2026. |
| 4. | GENERAL PROVISIONS. | |
| 4.1 | The 2% Notes, Loan#1 Agreement and Loan#2 Agreement (collectively the “Agreements”) are hereby amended only to the extent necessary to give full effect to this Extension#2. Unless expressly specified herein, all other terms and conditions specified in the Agreements 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 Agreements. In the event of any conflict between the terms of this Extension#2 and the terms of the Agreements, the terms of this Extension#2 shall control. | |
| 4.2 | This Extension#2 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]
IN WITNESS WHEREOF, the Parties have executed this Extension#2 to Convertible Loans and Unsecured Convertible Notes as of the Effective Date.
| THE LENDER: | ||
| /s/ Yehuda Nir | ||
| Yehuda Nir | ||
| 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 Loan Agreement between Orgenesis Inc. and Y. Nir]