Current Report Filing (8-k)
November 16 2020 - 2:37PM
Edgar (US Regulatory)
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2020-11-16
2020-11-16
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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): November 16, 2020
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 jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation
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File
Number)
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Identification
No.)
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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
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock
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ORGS
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The
Nasdaq Capital Market
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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
8.01 Other Events.
On
February 10, 2020, we completed the sale of all of our equity interests in Masthercell Global Inc. (“Masthercell”)
as further described in our Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”)
on February 14, 2020. As a result, beginning in our Quarterly Report on Form 10-Q for the first quarter of 2020, we presented
Masthercell as discontinued operations in our consolidated financial statements for all periods presented. We are filing this
Current Report on Form 8-K to recast our historical financial statements to recast (i) Masthercell as discontinued operations
and (ii) the consequential change to our reportable segments as of and for each of the periods covered by our 2019 Annual Report
on Form 10-K (the “Form 10-K”).
Exhibit
99.1 of this Current Report on Form 8-K, which is incorporated herein by reference, presents a recast of the following sections
of our Form 10-K to present Masthercell as discontinued operations: Item 7. Management’s Discussion and Analysis of Results
of Operations and Financial Condition and Item 8. Financial Statements and Supplementary Data. Except as specifically set forth
herein, no revisions have been made to the Company’s Form 10-K to update for other information, developments, or events
that have occurred since our Form 10-K was filed on March 9, 2020.
This
Current Report on Form 8-K should be read in conjunction with the Form 10-K and subsequent filings with the SEC, including our
Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K. These subsequent SEC filings contain important information
regarding events, developments, and updates affecting us and our expectations that have occurred since the filing of the Form
10-K.
This
Current Report on Form 8-K, including Exhibit 99.1 filed herewith, contains “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical facts included
in this Current Report on Form 8-K may constitute forward-looking statements and are not guarantees of future performance or results
and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements
as a result of a number of factors, including those described from time to time in filings with the Securities and Exchange Commission.
The Company undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only
as of the date of this Current Report on Form 8-K.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits. The following Exhibits are filed as part of this Report on Form 8-K:
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:
November 16, 2020
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By:
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/s/
Neil Reithinger
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Neil
Reithinger
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Chief
Financial Officer, Treasurer and Secretary
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