Current Report Filing (8-k)
May 11 2017 - 6:10AM
Edgar (US Regulatory)
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):
May 10,
2017
ORGENESIS INC.
(Exact name of registrant as specified in its charter)
Nevada
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000-54329
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98-0583166
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(State or other
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(Commission File
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(IRS Employer
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jurisdiction
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Number)
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Identification No.)
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of incorporation
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20271 Goldenrod Lane, Germantown, MD 20876
(Address of principal executive offices) (Zip Code)
Registrants 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))
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 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
On May 10, 2017, Orgenesis Inc. (the Company) and Ms. Vered Caplan, the
Companys Chief Executive Officer, entered into an amendment (the Amendment)
to the Executive Employment Agreement dated as of March 30, 2017 (the Original
Employment Agreement). Under the Amendment, subject to the approval by the
Companys shareholders of the 2017 Equity Incentive Plan (the 2017 Plan) at
the Companys 2017 annual meeting of stockholders scheduled to be held on May
11, 2017 and subject further to the ratification of the compensation committee,
Ms. Caplan is entitled to a grant under the 2017 of options (the Initial
Option) to purchase 1,000,000 shares of the Companys common stock, par value
$0.0001 per share (the Common Stock) at a per share exercise price equal to
the Fair Market Value (as defined in the 2017 Plan) of the Companys Common
Stock on the date of grant. The Amendment further provides that beginning in
fiscal 2018, subject to approval by the compensation committee, Ms. Caplan is
entitled to an additional option (the Additional Option; together with the
Initial Option, the Options) under the 2017 Plan for up to 3,000,000 shares of
common stock of the Company to be awarded in such amounts per fiscal year as
shall be consistent with the Plan, in each case at a per share exercise price
equal to the Fair Market Value (as defined in the Plan) of the Companys common
stock on the date of grant.
The Initial Option shall vest in two equal tranches upon the six and twelfth
month anniversary of the grant date. The Additional Option shall vest in
tranches of 500,000 shares every six months from the date of grant, provided
that Executive remains employed by Company on the vesting date; provided,
further, however, that the Options shall vest fully immediately prior to a
Change of Control (as defined in the 2017 Plan),or as otherwise provided for in
the 2017 Plan.
Except
as modified by the Amendment, in all other respects the terms and conditions of
the Original Employment Agreement continue in full force and effect.
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
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Neil Reithinger
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Chief Financial Officer, Treasurer and Secretary
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May 11, 2017
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