ORGS Orgenesis Inc

Item 3.02. Unregistered Sales of Equity Securities.

On December 22, 2016, Orgenesis Inc. (the “Company”) entered into a definitive agreement with an investor (the “Investor”) relating to a private placement (the “Private Placement”) of units of the Company’s securities (the “Units”) for aggregate subscription consideration to the Company of $15,000,000. The Units are comprised of (i) 28,846,154 shares (the “Shares”) of the Company’s common stock par value $0.0001 per share (the “Common Stock”) and (ii) three year warrants (the “Warrants”) to purchase an additional 28,846,154 shares of Common Stock at per share exercise price of $0.52. Payment by the Investor of the subscription amount and the issuance of the Shares and Warrants will be made following the (i) formation in India of an entity through which certain joint venture activities, which are currently the subject of negotiations between the Company and affiliates of the Investor, are to be carried out and (ii) establishment of banking credit and other facilities through which the subscription amount can be transferred to the Company.

The issuance of the Shares and Warrants will be exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions not involving a public offering provided by Regulation S promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Company’s reliance on Regulation S was based on the fact that Investor is not a “U.S. person” as that term is defined in Rule 902(k) of Regulation S, that it is acquiring the securities for investment purposes for its own account and not as nominee or agent, and not with a view to the resale or distribution thereof, and that the Investor understand that the securities may not be sold or otherwise disposed of without registration under the Securities Act and any applicable state securities laws, or an applicable exemption or exemptions therefrom.

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