Statement of Ownership (sc 13g)
October 22 2020 - 04:27PM
Edgar (US Regulatory)
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G |
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Under the Securities Exchange Act of 1934 |
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(Amendment No. )* |
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Orgenesis Inc.
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(Name of Issuer) |
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Common Stock, par value $.0001
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(Title of Class of Securities) |
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68619K105
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(CUSIP Number) |
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October 15, 2020
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(Date of event which requires filing of this statement) |
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Check the appropriate box to designate the rule pursuant to which
this Schedule 13G is filed: |
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Rule 13d-1(b) |
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x |
Rule 13d-1(c) |
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Rule 13d-1(d) |
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(Page 1 of 10 Pages) |
______________________________
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 (the "Act") or otherwise subject to
the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes).
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CUSIP No. 68619K105
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13G |
Page
2
of 10 Pages |
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1 |
NAMES OF
REPORTING PERSONS
Long Hill Capital V, LLC
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP |
(a)
¨
(b)
¨
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3 |
SEC USE ONLY |
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE
VOTING POWER
- 0 -
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6 |
SHARED
VOTING POWER
1,350,526
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7 |
SOLE
DISPOSITIVE POWER
- 0 -
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8 |
SHARED
DISPOSITIVE POWER
1,350,526
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,350,526
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10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
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11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.6%
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12 |
TYPE OF
REPORTING PERSON
PN
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CUSIP No. 68619K105
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13G |
Page
3
of 10 Pages |
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1 |
NAMES OF
REPORTING PERSONS
Bergen Special Opportunity Fund, LP
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP |
(a)
¨
(b)
¨
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3 |
SEC USE ONLY |
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE
VOTING POWER
- 0 -
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6 |
SHARED
VOTING POWER
1,350,526
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7 |
SOLE
DISPOSITIVE POWER
- 0 -
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8 |
SHARED
DISPOSITIVE POWER
1,350,526
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,350,526
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10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
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11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.6%
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12 |
TYPE OF
REPORTING PERSON
PN
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CUSIP No. 68619K105
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13G |
Page
4
of 10 Pages |
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1 |
NAMES OF
REPORTING PERSONS
Bergen Asset Management, LLC
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP |
(a)
¨
(b)
¨
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3 |
SEC USE ONLY |
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE
VOTING POWER
- 0 -
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6 |
SHARED
VOTING POWER
1,350,526
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7 |
SOLE
DISPOSITIVE POWER
- 0 -
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8 |
SHARED
DISPOSITIVE POWER
1,350,526
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,350,526
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10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
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11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.6%
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12 |
TYPE OF
REPORTING PERSON
OO
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CUSIP No. 68619K105
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13G |
Page
5
of 10 Pages |
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1 |
NAMES OF
REPORTING PERSONS
Eugene Tablis
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP |
(a)
¨
(b)
¨
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3 |
SEC USE ONLY |
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE
VOTING POWER
- 0 -
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6 |
SHARED
VOTING POWER
1,350,526
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7 |
SOLE
DISPOSITIVE POWER
- 0 -
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8 |
SHARED
DISPOSITIVE POWER
1,350,526
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,350,526
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10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
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11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.6%
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12 |
TYPE OF
REPORTING PERSON
IN
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CUSIP No. 68619K105
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13G |
Page
6
of 10 Pages |
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Item 1(a). |
NAME OF ISSUER. |
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The name of the issuer is Orgenesis Inc. (the
"Issuer"). |
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Item 1(b). |
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: |
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The Issuer's principal executive offices are located at 20271
Goldenrod Lane, Germantown, MD 20876. |
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Item 2(a). |
NAME OF PERSON FILING: |
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This statement is filed by: |
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(i) |
Long Hill Capital V, LLC, a Delaware limited liability company
("Long Hill") with respect to the Shares (as defined below)
directly held by it. |
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(ii) |
Bergen Special Opportunity Fund, LP, a Delaware limited partnership
(the "Bergen Fund"), with respect to the Shares directly
held by Long Hill; |
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(iii) |
Bergen Asset Management, LLC, a Delaware limited liability company
("Bergen Investment Management"), with respect to the Shares
directly held by Long Hill; and |
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(iv) |
Mr. Eugene Tablis ("Mr. Tablis") with respect to the Shares
directly held by Long Hill. |
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The foregoing persons are hereinafter sometimes collectively
referred to as the "Reporting Persons." |
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Bergen Investment Management serves as the investment manager to
the Bergen Fund. The Bergen Fund is the sole member of
Long Hill. Bergen Partners (BSOF), LLC, a Delaware
limited liability company, is the general partner of the Bergen
Fund. Mr. Tablis is the Chief Investment Officer and
Managing Director of Bergen Investment Management. The filing of
this statement should not be construed as an admission that any of
the Reporting Persons is, for the purposes of Section 13 of the
Act, the beneficial owner of the Shares reported herein. |
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Item 2(b). |
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
RESIDENCE: |
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The address of the business office of each of the Reporting Persons
is c/o Bergen Asset Management, LLC, 1800 N. Military Trail, Boca
Raton, Florida 33431. |
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Long Hill is a Delaware limited liability company. The Bergen Fund
is a Delaware limited partnership. Bergen Investment Management is
a Delaware limited liability company. Mr. Tablis is a
citizen of the United States. |
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CUSIP No. 68619K105
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13G |
Page
7
of 10 Pages |
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Item 2(d). |
TITLE OF CLASS OF SECURITIES: |
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Common stock, par value $.0001 per share (the
"Shares"). |
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Item 2(e). |
CUSIP NUMBER: |
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68619K105 |
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Item 3. |
IF THIS STATEMENT IS FILED PURSUANT TO §§ 240.13d-1(b) OR
240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: |
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(a) |
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Broker or dealer registered under Section 15 of the Act (15 U.S.C.
78o); |
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(b) |
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); |
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(c) |
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Insurance company as defined in Section 3(a)(19) of the Act (15
U.S.C. 78c); |
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(d) |
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Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8); |
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(e) |
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Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
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(f) |
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Employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
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(g) |
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Parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
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(h) |
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Savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
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(i) |
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Church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act (15
U.S.C. 80a-3);
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(j) |
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Non-U.S. institution in accordance with Rule
13d-1(b)(1)(ii)(J); |
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(k) |
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Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
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If
filing as a non-U.S. institution in accordance with Rule
13d-1(b)(1)(ii)(J), please
specify the type of institution:
____________________________________________
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CUSIP No. 68619K105
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13G |
Page
8
of 10 Pages |
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The information required by Items 4(a) – (c) is set
forth in Rows (5) – (11) of the cover page for each Reporting
Person hereto and is incorporated herein by reference for each such
Reporting Person. The percentages used herein are
calculated based upon approximately 24,156,183 Shares outstanding
as of October 21, 2020, being the sum total of the outstanding
Shares reported in the Issuer's proxy statement filed with the
Securities and Exchange Commission on September 23, 2020 and the
Shares issued in the transaction described in the Current Report on
Form 8-K filed with the Securities and Exchange Commission on
October 21, 2020. |
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Item 5. |
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. |
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If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following: [ ] |
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Item 6. |
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON. |
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Not applicable. |
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Item 7. |
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY. |
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Not applicable. |
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Item 8. |
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP. |
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Not applicable. |
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Item 9. |
NOTICE OF DISSOLUTION OF GROUP. |
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Not applicable. |
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Each of the Reporting Persons hereby makes the following
certification: |
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By signing below, each Reporting Person certifies that, to the best
of his or its knowledge and belief, the securities referred to
above were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or
effect. |
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CUSIP No. 68619K105
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13G |
Page
9
of 10 Pages |
SIGNATURES
After reasonable inquiry and to the best of our knowledge and
belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
DATED: October 22, 2020
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LONG HILL CAPITAL V, LLC |
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By: Bergen Special Opportunity Fund, LP,
its Sole Member |
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By: Bergen Asset Management, LLC, its
Investment Manager |
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By: |
/s/ Eugene Tablis |
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Name: Eugene Tablis |
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Title: Chief Investment
Officer and Managing Director |
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BERGEN SPECIAL OPPORTUNITY FUND, LP |
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By: Bergen Asset Management, LLC, its
Investment Manager |
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By: |
/s/ Eugene Tablis |
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Name: Eugene Tablis |
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Title: Chief Investment
Officer and Managing Director |
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BERGEN ASSET MANAGEMENT, LLC |
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By: |
/s/ Eugene Tablis |
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Name: Eugene Tablis |
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Title: Chief Investment
Officer and Managing Director |
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/s/ Eugene
Tablis |
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EUGENE TABLIS |
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CUSIP No. 68619K105
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13G |
Page
10
of 10 Pages |
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement
on Schedule 13G is filed on behalf of each of the undersigned and
that all subsequent amendments to this statement on Schedule 13G
shall be filed on behalf of each of the undersigned without the
necessity of filing additional joint acquisition statements. The
undersigned acknowledge that each shall be responsible for the
timely filing of such amendments, and for the completeness and
accuracy of the information concerning him or it contained therein,
but shall not be responsible for the completeness and accuracy of
the information concerning the others, except to the extent that he
or it knows or has reason to believe that such information is
inaccurate.
DATED: October 22, 2020
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LONG HILL CAPITAL V, LLC |
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By: Bergen Special Opportunity Fund, LP,
its Sole Member |
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By: Bergen Asset Management, LLC, its
Investment Manager |
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By: |
/s/ Eugene Tablis |
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Name: Eugene Tablis |
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Title: Chief Investment
Officer and Managing Director |
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BERGEN SPECIAL OPPORTUNITY FUND, LP |
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By: Bergen Asset Management, LLC, its
Investment Manager |
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By: |
/s/ Eugene Tablis |
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Name: Eugene Tablis |
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Title: Chief Investment
Officer and Managing Director |
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BERGEN ASSET MANAGEMENT, LLC |
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By: |
/s/ Eugene Tablis |
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Name: Eugene Tablis |
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Title: Chief Investment
Officer and Managing Director |
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/s/ Eugene
Tablis |
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EUGENE TABLIS |
Orgenesis (NASDAQ:ORGS)
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