Filed
pursuant to Rule 424(b)(3)
Registration
No. 333-250127
PROSPECTUS
ORGENESIS
INC.
4,825,962
Shares of Common Stock
The
selling stockholders of Orgenesis Inc. (“Orgenesis,” “we,” “us” or the “Company”)
listed beginning on page 8 of this prospectus may offer and resell under this prospectus up to 4,825,962 shares of our common
stock, par value $0.0001 per share (the “Common Stock”) acquired by the selling stockholders pursuant to the Purchase
Agreement and the Merger Agreement (each as defined below). Certain of the selling stockholders acquired an aggregate of 3,400,000
shares of Common Stock (the “Tamir selling stockholders”) from us pursuant to an Asset Purchase Agreement (the “Purchase
Agreement”), dated April 12, 2020, by and among the Company and Tamir Biotechnology, Inc. (“Tamir”). The shares
of Common Stock issued to Tamir were distributed to Tamir’s stockholders that qualified as accredited investors pursuant
to a plan of liquidation effected by Tamir following the closing of the Tamir Transaction (as defined below). Certain of the selling
stockholders acquired 1,425,962 shares of Common Stock (the “Koligo selling stockholders” and, together with the Tamir
selling stockholders, the “selling stockholders”) from us pursuant to an Agreement and Plan of Merger and Reorganization,
dated as of September 26, 2020 (the “Merger Agreement”), by and among the Company, Orgenesis Merger Sub, Inc. (“Merger
Sub”), Koligo Therapeutics Inc. (“Koligo”), the shareholders of Koligo (collectively, the “Koligo Shareholders”),
and Long Hill Capital V, LLC (“Long Hill”), solely in its capacity as the representative, agent and attorney-in-fact
of the Koligo Shareholders.
Pursuant
to the Purchase Agreement and a Joinder Agreement entered into by the Tamir selling stockholders, we are registering the resale
of 3,400,000 shares of Common Stock covered by this prospectus as required by the Registration Rights Agreement we entered into
with the Tamir selling stockholders on April 23, 2020 (the “Tamir Registration Rights Agreement”). Pursuant to the
Merger Agreement entered into by the Koligo selling stockholders, we are registering the resale of 1,425,962 shares of Common
Stock covered by this prospectus as required by the Registration Rights and Lock-Up Agreement we entered into with the Koligo
selling stockholders on October 15, 2020 (the “Koligo Registration Rights Agreement”). The selling stockholders will
receive all of the proceeds from any sales of the shares of Common Stock offered hereby. We will not receive any of the proceeds,
but we will incur expenses in connection with the offering.
The
selling stockholders may sell these shares of Common Stock through public or private transactions at market prices prevailing
at the time of sale or at negotiated prices. The timing and amount of any sale are within the sole discretion of the selling stockholders.
Our registration of the shares of Common Stock covered by this prospectus does not mean that the selling stockholders will offer
or sell any of the shares. For further information regarding the possible methods by which the shares may be distributed, see
“Plan of Distribution” beginning on page 16 of this prospectus.
Our
Common Stock is listed on The Nasdaq Capital Market under the symbol “ORGS.” The last reported sale price of our Common
Stock on November 24, 2020 was $4.90 per share.
Investing
in our Common Stock is highly speculative and involves a significant degree of risk. Please consider carefully the specific factors
set forth under “Risk Factors” beginning on page 5 of this prospectus and in our filings with the Securities and Exchange
Commission.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
passed upon the accuracy or adequacy of the disclosures in this prospectus. Any representation to the contrary is a criminal offense.
The
date of this prospectus is November 24, 2020
Table
of Contents
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission (the “SEC”)
pursuant to which the selling stockholders named herein may, from time to time, offer and sell or otherwise dispose of the shares
of our Common Stock covered by this prospectus. You should not assume that the information contained in this prospectus is accurate
on any date subsequent to the date set forth on the front cover of this prospectus or that any information we have incorporated
by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus
is delivered or shares of Common Stock are sold or otherwise disposed of on a later date. It is important for you to read and
consider all information contained in this prospectus, including the documents incorporated by reference therein, in making your
investment decision. You should also read and consider the information in the documents to which we have referred you under “Where
You Can Find Additional Information” and “Information Incorporated by Reference” in this prospectus.
We
have not authorized anyone to give any information or to make any representation to you other than those contained or incorporated
by reference in this prospectus. You must not rely upon any information or representation not contained or incorporated by reference
in this prospectus. This prospectus does not constitute an offer to sell or the solicitation of an offer to buy any of our shares
of Common Stock other than the shares of our Common Stock covered hereby, nor does this prospectus constitute an offer to sell
or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer
or solicitation in such jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United
States are required to inform themselves about, and to observe, any restrictions as to the offering and the distribution of this
prospectus applicable to those jurisdictions.
Unless
we have indicated otherwise, or the context otherwise requires, references in this prospectus to “Orgenesis,” the
“Company,” “we,” “us” and “our” refer to Orgenesis Inc.
PROSPECTUS
SUMMARY
This
summary description about us and our business highlights selected information contained elsewhere in this prospectus or incorporated
by reference into this prospectus. It does not contain all the information you should consider before investing in our securities.
Important information is incorporated by reference into this prospectus. To understand this offering fully, you should read carefully
the entire prospectus, including “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements,”
together with the additional information described under “Information Incorporated by Reference.”
Corporate
Overview
We
are a pioneering global biotech company in the Cell & Gene Therapy (“CGT”) industry focused on unlocking the full
potential of personalized therapies and closed processing systems with the ultimate aim of providing life-changing treatments
to large numbers of patients at reduced costs in a point-of-care setting. We pursue this strategy through a point-of-care platform
(“CGT Biotech Platform”) that combines therapeutics and technologies via a network of collaborative research institutes
and hospitals, and including via its mobile processing units, around the world.
We
had historically also operated a Contract Development and Manufacturing Organization (“CDMO”) platform, which provided
contract manufacturing and development services for biopharmaceutical companies (the “CDMO Business”). On February
2, 2020, we sold our CDMO Business when we entered into a Stock Purchase Agreement (the “Purchase Agreement”) with
GPP-II Masthercell LLC (“GPP” and together with the Company, the “Sellers”), Masthercell Global Inc. (“Masthercell”
) and Catalent Pharma Solutions, Inc. (the “Buyer”). Pursuant to the terms and conditions of the Purchase Agreement,
on February 10, 2020, the Sellers sold 100% of the outstanding equity interests of Masthercell to Buyer (the “Masthercell
Sale”) for an aggregate nominal purchase price of $315 million, subject to customary adjustments. After accounting for GPP’s
liquidation preference and equity stake in Masthercell as well as other investor interests in MaSTherCell, S.A., distributions
to Masthercell option holders and transaction costs, we received approximately $126.7 million. We determined that the Masthercell
business (“Discontinued Operation”) met the criteria to be classified as a discontinued operation as of the first
quarter of 2020. The Discontinued Operation includes most of the previous CDMO Business, including majority-owned Masthercell,
including its subsidiaries Cell Therapy Holdings S.A., MaSTherCell, S.A. and Masthercell U.S.
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We
conduct our operations through our wholly-owned subsidiaries. The subsidiaries are as follows:
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United
States: Orgenesis Maryland Inc. (the “U.S. Subsidiary”) is the center of activity in North America currently focused
on technology licensing and the setting up of the POCare Network (as defined below).
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European
Union: Orgenesis Belgium SRL (the “Belgian Subsidiary”) is the center of activity in Europe currently focused
on process development and preparation of European clinical trials.
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Israel:
Orgenesis Ltd. (the “Israeli Subsidiary”) is the center for research and technology, as well as a provider of
regulatory, clinical and pre-clinical services, and Atvio Biotech Ltd. is a provider of cell-processing services in Israel.
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Korea:
Orgenesis Korea Co. Ltd. (the “Korean Subsidiary”), previously known as CureCell Co. Ltd., is a provider of processing
and pre-clinical services in Korea. We own 94.12% of the Korean Subsidiary.
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CGT
Biotech Platform
Business
Strategy
Our
CGT Biotech Platform consists of: (a) POCare Therapeutics, a pipeline of licensed CGTs, anti-viral and proprietary scientific
know-how; (b) POCare Technologies, a suite of proprietary and in-licensed technologies which are engineered to create customized
processing systems for affordable point-of-care therapies; and (c) a POCare Network, a collaborative, international ecosystem
of leading research institutions and hospitals committed to clinical development and supply of CGTs at the point-of-care (“POCare
Network”). By combining science, technologies and a collaborative network, we believe that we are able to identify the most
promising new autologous therapies and provide a pathway for them to reach patients more quickly, more efficiently and in a scalable
way, thereby unlocking the power of cell and gene therapy for all patients. Autologous therapies are produced from a patient’s
own cells, instead of mass-cultivated donor-cells, or allogeneic cells. Allogeneic therapies are derived from donor cells and,
through the construction of master and working cell banks, are produced on a large scale. Autologous therapies are derived from
the treated patient and manufactured through a defined protocol before re-administration and generally demand a more complex supply
chain. Currently with the CGT market relying heavily on production and supply chain of manufacturing sites, we believe our CGT
Biotech Platform may help overcome some of the development and supply challenges with bringing these therapies to patients.
In
pursuit of this focus, we have been forming key strategic relationships with leading research institutions and hospitals around
the world. We are also licensing breakthrough technologies, including via our mobile processing units, which complement our offerings
and support our model. As a result, we believe that we now have significant expertise and capabilities across a wide range of
therapies and supporting technologies, including, but not limited to, Tumor Infiltrating Lymphocytes (“TILs”), CAR-T
and CAR-NK, dendritic cell technologies, exosomes and bioxomes and viral vectors. We believe that these capabilities enable us
to launch an aggressive push into a wide array of promising new potential therapies.
We
are developing an efficient and streamlined organization, whereby we are able to share both costs and revenues with our partners
in order to avoid the historically high development costs associated with CGT drug development. We believe we have developed a
truly unique model with the ability to cost-effectively develop and produce CGTs at scale, which we believe has the potential
to transform the CGT industry.
We
consider the following to be the four pillars in order to advance our business strategy under our CGT Biotech Platform:
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Innovation
– This leverages our unique know-how and expertise for industrial processes, operational excellence, process development
and optimization, quality control assays development, quality management systems and regulatory expertise.
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Systems
– We are developing cell production cGMP systems utilizing sensor technology and unique systems for biological production,
closed system technology for processing cells, proprietary virus/ media technologies and partnerships with key system providers.
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Cell
& Gene Products – We intend to grow our internal asset pipeline consisting of our unique portfolio of immuno-oncology
related technologies, anti-viral therapies, MSC and liver-based therapies and secretome-based therapies.
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Distribution
– This is our POCare Network which is designed to enable development, commercialization and distribution of CGTs via
the installation of point-of-care systems in major hospitals in key geographies (i.e., Europe, North America, Asia, South
America etc.), thereby creating a regional and international system network to serve as our distribution channel.
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While
our CGT Biotech Platform is currently limited to early stage development to overcome certain industry challenges, we intend to
continue developing our global POCare Network, with the goal of developing CGTs via joint ventures with partners who bring strong
regional networks. Such networks include partnerships with leading research institutions and local hospitals which allows us to
engage in continuous in-licensing of, namely, autologous therapies from academia and research institutes, co-development of hospital
and academic-based therapies, and utilization of hospital networks for clinical development of therapies.
Risks
Associated with Our Business
Our
business and our ability to implement our business strategy are subject to numerous risks, as more fully described in the section
entitled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and in our Quarterly
Reports on Form 10-Q for each of the quarter ended March 31, 2020, the quarter ended June 30, 2020, and for the quarter ended
September 30, 2020, each incorporated herein by reference. You should read these risks before you invest in our securities. We
may be unable, for many reasons, including those that are beyond our control, to implement our business strategy.
Corporate
Information
We
were incorporated in the state of Nevada on June 5, 2008 under the name Business Outsourcing Services, Inc. Effective August 31,
2011, we completed a merger with our subsidiary, Orgenesis Inc., a Nevada corporation, which was incorporated solely to effect
a change in its name. As a result, we changed our name from “Business Outsourcing Services, Inc.” to “Orgenesis
Inc.”
Our
website address is www.orgenesis.com. The information contained on, or that can be accessed through, our website does not constitute
part of this prospectus. We have included our website address in this prospectus solely as an inactive textual reference.
Our
executive offices are located at 20271 Goldenrod Lane, Germantown, MD 20876, and our telephone number is (480) 659-6404.
THE
OFFERING
Shares
of Common Stock that May be Offered by the Selling Stockholders
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Up
to 4,825,962 shares of Common Stock.
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Use
of Proceeds
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We
will not receive any proceeds from the sale of the Common Stock by the selling stockholders.
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Offering
Price
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The
selling stockholders may sell all or a portion of their shares through public or private transactions at prevailing market
prices or at privately negotiated prices.
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Nasdaq
Capital Market Symbol
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ORGS
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Risk
Factors
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Investing
in our Common Stock involves a high degree of risk. See “Risk Factors” beginning on page 5 of this prospectus,
and any other risk factors described in the documents incorporated by reference herein, for a discussion of certain factors
to consider carefully before deciding to invest in our Common Stock.
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Throughout
this prospectus, when we refer to the shares of our Common Stock being registered on behalf of the selling stockholders for offer
and sale, we are referring to the shares of Common Stock sold to the selling stockholders, as described under “The Acquisitions”
and “Selling Stockholders.” When we refer to the selling stockholders in this prospectus, we are referring to the
selling stockholders identified in this prospectus and, as applicable, their donees, pledgees, transferees or other successors-in-interest
selling shares of Common Stock or interests in shares of Common Stock received after the date of this prospectus from a selling
stockholder as a gift, pledge, partnership distribution or other transfer.
RISK
FACTORS
Investing
in our securities involves a high degree of risk. You should carefully consider and evaluate all of the information contained
in this prospectus, the accompanying prospectus and in the documents we incorporate by reference into this prospectus and accompanying
prospectus before you decide to purchase our securities. In particular, you should carefully consider and evaluate the risks and
uncertainties described under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2019 and in our Quarterly Reports on Form 10-Q for each of the quarter ended March 31, 2020, for the quarter ended
June 30, 2020, and for the quarter ended September 30, 2020. Any of the risks and uncertainties set forth in that report, as updated
by annual, quarterly and other reports and documents that we file with the SEC and incorporate by reference into this prospectus
or any prospectus, could materially and adversely affect our business, results of operations and financial condition, which in
turn could materially and adversely affect the value of any securities offered by this prospectus. As a result, you could lose
all or part of your investment.
THE
ACQUISITIONS
On
April 12, 2020, we entered into the Purchase Agreement with Tamir, pursuant to which we issued 3,400,000 shares of Common Stock
and $2,500,000 in cash for certain assets and liabilities of Tamir related to the discovery, development and testing of therapeutic
products for the treatment of diseases and conditions in humans, including all rights to ranpirnase and use for antiviral therapy
(the “Tamir Transaction”). The shares of Common Stock issued to Tamir were distributed to the selling stockholders
that qualified as accredited investors pursuant to a plan of liquidation effected by Tamir following the closing of the Tamir
Transaction. Pursuant to a Joinder Agreement entered into by the selling stockholders, the selling stockholders that hold at least
5,000 shares of Common Stock are subject to a standstill and lock-up agreement prohibiting transfer or other disposition of such
shares for a period of one year following the Tamir closing and are subject to limited dispositions for an additional six months
thereafter.
In
connection with the Tamir Transaction, we entered into the Tamir Registration Rights Agreement with the Tamir selling stockholders
pursuant to which we are obligated, among other things, to file a registration statement with the SEC for purposes of registering
their shares of Common Stock for resale by the Tamir selling stockholders, use our commercially reasonable efforts to have the
registration statement declared effective as soon as practicable after filing and maintain the registration until all registrable
securities may be sold pursuant to Rule 144 under the Securities Act, without restriction as to volume.
The
foregoing descriptions of the Purchase Agreement and the Tamir Registration Rights Agreement are not complete and are subject
to and qualified in their entirety by reference to the Purchase Agreement and the form of Tamir Registration Rights Agreement,
respectively, copies of which are attached as Exhibit 10.1 and Exhibit C to Exhibit 10.1, respectively, to the Current Report
on Form 8-K dated April 13, 2020, and are incorporated herein by reference.
On
September 26, 2020, we entered into the Merger Agreement with Koligo, pursuant to which we acquired Koligo through the merger
of Merger Sub with and into Koligo, with Koligo surviving as our wholly-owned subsidiary (the “Merger” and, together
with the Tamir Transaction, the “Acquisitions”). At the closing of the Merger (the “Effective Time”),
the shares of capital stock of Koligo that were issued and outstanding immediately prior to the Effective Time were automatically
cancelled and converted into the right to receive, subject to customary adjustments, an aggregate of 2,061,713 shares of Common
Stock which were issued to Koligo’s accredited investors (with certain non-accredited investors being paid solely in cash
in the amount of approximately $20,000) in accordance with the terms of the Merger Agreement.
In
connection with the Merger, we entered into the Koligo Registration Rights Agreement, pursuant to which we are obligated, among
other things, to (i) file a registration statement with the SEC within 45 days after receipt of a request for a Demand Registration
(as defined in the Koligo Registration Rights Agreement) for purposes of registering their shares of Common Stock for resale by
the Koligo selling stockholders, (ii) cause the registration statement declared effective as soon as reasonably practicable after
filing, and in any event no later than 90 days after receipt of such Demand Registration (or 120 days after receipt of such Demand
Registration if the registration statement is reviewed by the SEC), and (iii) maintain the registration for a period of three
years from the date of its initial effectiveness, unless prior to the end of such three-year period, (A) all registrable securities
that are the subject of the registration statement are disposed, or (B) after two years from the effective date of the registration
statement, all registrable securities that are the subject of the registration statement are sold without registration pursuant
to Rule 144 under the Securities Act, without restrictions as to volume or manner-of-sale.
The
foregoing descriptions of the Merger Agreement and the Koligo Registration Rights Agreement are not complete and are subject to
and qualified in their entirety by reference to the Merger Agreement and the form of Koligo Registration Rights Agreement, respectively,
copies of which are attached as Exhibit 2.1 and Exhibit 10.1, respectively, to the Current Report on Form 8-K dated October 1,
2020, and are incorporated herein by reference.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus and the documents incorporated by reference contain forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended,
or the Exchange Act. These statements are based on our management’s beliefs and assumptions and on information currently
available to us. Discussions containing these forward-looking statements may be found, among other places, in the sections entitled
“Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” incorporated by reference from our most recent annual report on Form 10-K and in our most recent
quarterly report on Form 10-Q, as well as any amendments thereto reflected in subsequent filings with the SEC.
Examples
of forward-looking statements in this prospectus include, but are not limited to, our expectations regarding our business strategy,
business prospects, operating results, operating expenses, working capital, liquidity and capital expenditure requirements. Important
assumptions relating to the forward-looking statements include, among others, assumptions regarding demand for our products, the
cost, terms and availability of components, pricing levels, the timing and cost of capital expenditures, competitive conditions
and general economic conditions. These statements are based on our management’s expectations, beliefs and assumptions concerning
future events affecting us, which in turn are based on currently available information. These assumptions could prove inaccurate.
Although we believe that the estimates and projections reflected in the forward-looking statements are reasonable, our expectations
may prove to be incorrect.
Forward-looking
statements made in this prospectus include statements about:
Corporate
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our
ability to increase revenues;
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our
ability to achieve profitability;
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our
ability to grow the size and capabilities of our organization through further collaboration and strategic alliances to expand
our point-of-care cell therapy business;
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our
ability to manage the growth of our company;
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our
ability to attract and retain key scientific or management personnel and to expand our management team;
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the
accuracy of estimates regarding expenses, future revenue, capital requirements, profitability, and needs for additional financing;
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our
belief that our therapeutic related developments have competitive advantages and can compete favorably and profitably in the
cell and gene therapy industry;
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the
effects that the COVID-19 outbreak, or similar pandemics, could have on our business and CGT Biotech Platform;
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POC
Business
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our
ability to adequately fund and scale our various collaboration, license, partnership and joint venture agreements for the
development of therapeutic products and technologies;
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our
ability to develop, through our Israeli Subsidiary, to the clinical stage a new technology to transdifferentiate liver cells
into functional insulin-producing cells, thus enabling normal glucose regulated insulin secretion, via cell therapy;
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our
ability to advance our therapeutic collaborations in terms of industrial development, clinical development, regulatory challenges,
commercial partners and manufacturing availability;
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our
ability to implement our point-of-care cell therapy (“POC”) strategy in order to further develop and advance autologous
therapies to reach patients;
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expectations
regarding the ability of our U.S. Subsidiary, Israeli Subsidiary and Belgian Subsidiary to obtain additional and maintain
existing intellectual property protection for our technologies and therapies;
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our
ability to commercialize products in light of the intellectual property rights of others;
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our
ability to obtain funding necessary to start and complete such clinical trials;
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our
belief that Diabetes Mellitus will be one of the most challenging health problems in the 21st century and will have staggering
health, societal and economic impact;
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our
belief that our diabetes-related treatment seems to be safer than other options;
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our
relationship with Tel Hashomer Medical Research Infrastructure and Services Ltd. (“THM”) and the risk that THM
may cancel the License Agreement;
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expenditures
not resulting in commercially successful products;
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Sale
of Masthercell and the CDMO Business
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our
dependence on the financial results of our POC business;
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our
ability to grow our POC business and to develop additional joint venture relationships in order to produce demonstrable revenues;
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our
ability to effectively utilize the proceeds from the sale of Masthercell;
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potential
adverse effects to our POC business resulting from the announcement of the sale of Masthercell;
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the
restriction on our ability to engage in the CDMO business outside Israel and Korea pursuant to a non-competition covenant
in the Masthercell purchase agreement;
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our
obligation to indemnify Catalent Pharma Solutions for certain losses and litigation resulting from breaches of certain representations
and warranties set forth in the Purchase Agreement relating to the sale of Masthercell; and
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our
ability to meet the continued listing requirements of the Nasdaq Capital Market.
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These
statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the
section entitled “Risk Factors” set forth in our Annual Report on Form 10-K for the year ended December 31, 2019 and
in our Quarterly Report on Form 10-Q for each of the quarter ended March 31, 2020 and for the quarter ended June 30, 2020, any
of which may cause our Company’s or our industry’s actual results, levels of activity, performance or achievements
to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these
forward-looking statements. These risks may cause the Company’s or its industry’s actual results, levels of activity
or performance to be materially different from any future results, levels of activity or performance expressed or implied by these
forward looking statements.
Although
we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity or performance. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness
of these forward-looking statements. The Company is under no duty to update any forward-looking statements after the date of this
prospectus to conform these statements to actual results.
You
should also consider carefully the statements set forth in the sections titled “Risk Factors” or elsewhere in this
prospectus, in the accompanying prospectus and in the documents incorporated or deemed incorporated herein or therein by reference,
which address various factors that could cause results or events to differ from those described in the forward-looking statements.
All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly
qualified in their entirety by the applicable cautionary statements. We have no plans to update these forward-looking statements.
USE
OF PROCEEDS
We
will not receive any of the proceeds from the sale of the Common Stock by the selling stockholders named in this prospectus. The
selling stockholders will receive all of the proceeds from this offering.
SELLING
STOCKHOLDERS
This
prospectus relates to the sale or other disposition of up to 4,825,962 shares of our Common Stock by the selling stockholders
named below, and their donees, pledgees, transferees or other successors-in-interest selling shares of Common Stock or interests
in shares of Common Stock received after the date of this prospectus from a selling stockholder as a gift, pledge, partnership
distribution or other transfer. The shares of Common Stock covered hereby were issued by us in the Acquisitions. See “The
Acquisitions” beginning on page 5 of this prospectus.
The
table below sets forth information as of November 16, 2020, to our knowledge, for the selling stockholders and other information
regarding the beneficial ownership (as determined under Section 13(d) of the Exchange Act and the rules and regulations thereunder)
of the shares of Common Stock held by the selling stockholders. The second column lists the number of shares of Common Stock and
percentage beneficially owned by the selling stockholders as of November 16, 2020. The third column lists the maximum number of
shares of Common Stock that may be sold or otherwise disposed of by the selling stockholders pursuant to the registration statement
of which this prospectus forms a part. The selling stockholders may sell or otherwise dispose of some, all or none of their shares.
Pursuant to Rules 13d-3 and 13d-5 of the Exchange Act, beneficial ownership includes any shares of our Common Stock as to which
a stockholder has sole or shared voting power or investment power, and also any shares of our Common Stock which the stockholder
has the right to acquire within 60 days of November 16, 2020. The percentage of beneficial ownership for the selling stockholders
is based on 24,156,183 shares of our Common Stock outstanding as of November 16, 2020 and the number of shares of our Common Stock
issuable upon exercise or conversion of convertible securities that are currently exercisable or convertible or are exercisable
or convertible within 60 days of November 16, 2020 beneficially owned by the applicable selling stockholder. Except as described
below, to our knowledge, none of the selling stockholders has been an officer or director of ours or of our affiliates within
the past three years or has any material relationship with us or our affiliates within the past three years. Our knowledge is
based on information provided by the selling stockholders in connection with the filing of this prospectus, as well as information
obtained from relevant Schedule 13D and 13G filings.
The
shares of Common Stock being covered hereby may be sold or otherwise disposed of from time to time during the period the registration
statement of which this prospectus is a part remains effective, by or for the account of the selling stockholders. After the date
of effectiveness of such registration statement, the selling stockholders may have sold or transferred, in transactions covered
by this prospectus or in transactions exempt from the registration requirements of the Securities Act, some or all of their Common
Stock.
Information
about the selling stockholders may change over time. Any changed information will be set forth in an amendment to the registration
statement or supplement to this prospectus, to the extent required by law.
Selling
Stockholder
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Shares
owned prior to the closing
of the Offer
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Number
of Shares of
Common Stock Being
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Shares
of Common Stock to Be Beneficially Owned Upon Completion
of this Offering
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|
|
Number
|
|
|
%(1)
|
|
Offered
|
|
|
Number
|
|
|
%
|
Gakasa
Holding, LLC
|
|
|
1,316,364
|
(2)
|
|
5
|
%
|
|
1,316,364
|
|
|
|
-
|
|
|
-
|
Unilab
LP
|
|
|
476,004
|
(3)
|
|
2
|
%
|
|
476,004
|
|
|
|
-
|
|
|
-
|
Jamie
Sulley
|
|
|
28,923
|
(4)
|
|
*
|
|
|
28,923
|
|
|
|
-
|
|
|
-
|
Joanne
Barsa
|
|
|
1,348
|
(5)
|
|
*
|
|
|
1,348
|
|
|
|
-
|
|
|
-
|
John
P. Brancaccio
|
|
|
2,158
|
(6)
|
|
*
|
|
|
2,158
|
|
|
|
-
|
|
|
-
|
Paul
M. Weiss
|
|
|
2,158
|
(7)
|
|
*
|
|
|
2,158
|
|
|
|
-
|
|
|
-
|
Francis
Patrick Ostronic
|
|
|
4,636
|
(8)
|
|
*
|
|
|
4,636
|
|
|
|
-
|
|
|
-
|
Matthias
Bohn
|
|
|
6,439
|
(9)
|
|
*
|
|
|
6,439
|
|
|
|
-
|
|
|
-
|
Global
Restructuring Advisors GmbH
|
|
|
51,513
|
(10)
|
|
*
|
|
|
51,513
|
|
|
|
-
|
|
|
-
|
Emerance
Gummels
|
|
|
3,226
|
(11)
|
|
*
|
|
|
3,226
|
|
|
|
-
|
|
|
-
|
Midor
Investments
|
|
|
165,515
|
(12)
|
|
*
|
|
|
165,515
|
|
|
|
-
|
|
|
-
|
Fragrant
Partners
|
|
|
457,991
|
(13)
|
|
2
|
%
|
|
457,991
|
|
|
|
-
|
|
|
-
|
Rubin
Children Trust
|
|
|
55,049
|
(14)
|
|
*
|
|
|
55,049
|
|
|
|
-
|
|
|
-
|
Revach
Fund LP
|
|
|
114,042
|
(15)
|
|
*
|
|
|
114,042
|
|
|
|
-
|
|
|
-
|
Chaim
Davis
|
|
|
35,788
|
(16)
|
|
*
|
|
|
35,788
|
|
|
|
-
|
|
|
-
|
W-Net
Fund I, LP
|
|
|
195,992
|
(17)
|
|
*
|
|
|
195,992
|
|
|
|
-
|
|
|
-
|
Eric
Stoppenhagen
|
|
|
88,891
|
(18)
|
|
*
|
|
|
88,891
|
|
|
|
-
|
|
|
-
|
Artic
Investments LLC
|
|
|
55,023
|
(19)
|
|
*
|
|
|
55,023
|
|
|
|
-
|
|
|
-
|
Fridator
Trust No. 4
|
|
|
47,892
|
(20)
|
|
*
|
|
|
47,892
|
|
|
|
-
|
|
|
-
|
Stephen
and Suzanne Loughrey
|
|
|
100,574
|
(21)
|
|
*
|
|
|
100,574
|
|
|
|
-
|
|
|
-
|
Boris
Ratiner
|
|
|
14,110
|
(22)
|
|
*
|
|
|
14,110
|
|
|
|
-
|
|
|
-
|
Mark
H. Jay
|
|
|
18,540
|
(23)
|
|
*
|
|
|
18,540
|
|
|
|
-
|
|
|
-
|
Douglas
Keller
|
|
|
3,785
|
(24)
|
|
*
|
|
|
3,785
|
|
|
|
-
|
|
|
-
|
Richard
Patry
|
|
|
9,659
|
(25)
|
|
*
|
|
|
9,659
|
|
|
|
-
|
|
|
-
|
Oliver
Gödje
|
|
|
2,256
|
(26)
|
|
*
|
|
|
2,256
|
|
|
|
-
|
|
|
-
|
Arc
Group Ventures LLC
|
|
|
23,445
|
(27)
|
|
*
|
|
|
23,445
|
|
|
|
-
|
|
|
-
|
NewCo.
Limited
|
|
|
53,918
|
(28)
|
|
*
|
|
|
53,918
|
|
|
|
-
|
|
|
-
|
Douglas
and Lori Keller
|
|
|
34
|
(29)
|
|
*
|
|
|
34
|
|
|
|
-
|
|
|
-
|
Lori
Stern
|
|
|
443
|
(30)
|
|
*
|
|
|
443
|
|
|
|
-
|
|
|
-
|
Joseph
A. Stewart
|
|
|
664
|
(31)
|
|
*
|
|
|
664
|
|
|
|
-
|
|
|
-
|
Gary
Padykula
|
|
|
829
|
(32)
|
|
*
|
|
|
829
|
|
|
|
-
|
|
|
-
|
Judith
A. Soniat
|
|
|
3
|
(33)
|
|
*
|
|
|
3
|
|
|
|
-
|
|
|
-
|
Albert
T. Barlow & Marie C. Barlow
|
|
|
773
|
(34)
|
|
*
|
|
|
773
|
|
|
|
-
|
|
|
-
|
Curtis
Lee McLendon & Elizabeth Ann McLendon
|
|
|
7
|
(35)
|
|
*
|
|
|
7
|
|
|
|
-
|
|
|
-
|
Peter
Nordin APS
|
|
|
707
|
(36)
|
|
*
|
|
|
707
|
|
|
|
-
|
|
|
-
|
Elizabeth
Wilson
|
|
|
19
|
(37)
|
|
*
|
|
|
19
|
|
|
|
-
|
|
|
-
|
Natalie
R. Suna And Aron Suna JTWROS
|
|
|
11
|
(38)
|
|
*
|
|
|
11
|
|
|
|
-
|
|
|
-
|
Claire
Louise Suna And Aron Suna JTWROS
|
|
|
11
|
(39)
|
|
*
|
|
|
11
|
|
|
|
-
|
|
|
-
|
Aron
Suna
|
|
|
7
|
(40)
|
|
*
|
|
|
7
|
|
|
|
-
|
|
|
-
|
Marjorie
M. Suna
|
|
|
7
|
(41)
|
|
*
|
|
|
7
|
|
|
|
-
|
|
|
-
|
Phillip
Alexander Suna & Aron Suna JT/WROS
|
|
|
11
|
(42)
|
|
*
|
|
|
11
|
|
|
|
-
|
|
|
-
|
James
Illing And Roberta Illing JTWROS
|
|
|
22
|
(43)
|
|
*
|
|
|
22
|
|
|
|
-
|
|
|
-
|
Molly
Karp
|
|
|
286
|
(44)
|
|
*
|
|
|
286
|
|
|
|
-
|
|
|
-
|
Stanislaw
Mikulski
|
|
|
193
|
(45)
|
|
*
|
|
|
193
|
|
|
|
-
|
|
|
-
|
James
Francis Cope
|
|
|
1
|
(46)
|
|
*
|
|
|
1
|
|
|
|
-
|
|
|
-
|
James
O. McCash
|
|
|
284
|
(47)
|
|
*
|
|
|
284
|
|
|
|
-
|
|
|
-
|
James
Reskin
|
|
|
1
|
(48)
|
|
*
|
|
|
1
|
|
|
|
-
|
|
|
-
|
Rhoda
Behr Reskin
|
|
|
2
|
(49)
|
|
*
|
|
|
2
|
|
|
|
-
|
|
|
-
|
Charles
T. Lanktree & Donna B Lanktree
|
|
|
72
|
(50)
|
|
*
|
|
|
72
|
|
|
|
-
|
|
|
-
|
Peter
J. Marconi
|
|
|
2
|
(51)
|
|
*
|
|
|
2
|
|
|
|
-
|
|
|
-
|
McCash
Family Limited Partnership
|
|
|
12,718
|
(52)
|
|
*
|
|
|
12,718
|
|
|
|
-
|
|
|
-
|
Debra
L. McCash
|
|
|
38
|
(53)
|
|
*
|
|
|
38
|
|
|
|
-
|
|
|
-
|
Mary
M. McCash Trust Declaration Declared October 20 2008
|
|
|
5,961
|
(54)
|
|
*
|
|
|
5,961
|
|
|
|
-
|
|
|
-
|
Colleen
A. Lowe
|
|
|
5,961
|
(55)
|
|
*
|
|
|
5,961
|
|
|
|
-
|
|
|
-
|
David
J. McCash
|
|
|
5,961
|
(56)
|
|
*
|
|
|
5,961
|
|
|
|
-
|
|
|
-
|
James
McCash Revocable Trust of 1997 Restated 2/28/00
|
|
|
8,885
|
(57)
|
|
*
|
|
|
8,885
|
|
|
|
-
|
|
|
-
|
Donna
M. McCash
|
|
|
2,475
|
(58)
|
|
*
|
|
|
2,475
|
|
|
|
-
|
|
|
-
|
The
Michael J McCash Living Trust
|
|
|
5,961
|
(59)
|
|
*
|
|
|
5,961
|
|
|
|
-
|
|
|
-
|
Corinne
M. Poquette
|
|
|
5,961
|
(60)
|
|
*
|
|
|
5,961
|
|
|
|
-
|
|
|
-
|
Steven
A. Poquette
|
|
|
19
|
(61)
|
|
*
|
|
|
19
|
|
|
|
-
|
|
|
-
|
Dennis
P. Bowers
|
|
|
3
|
(62)
|
|
*
|
|
|
3
|
|
|
|
-
|
|
|
-
|
Michael
H. Dickman Or Evelyn A. Dickman
|
|
|
7
|
(63)
|
|
*
|
|
|
7
|
|
|
|
-
|
|
|
-
|
Michael
H. Dickmann
|
|
|
38
|
(64)
|
|
*
|
|
|
38
|
|
|
|
-
|
|
|
-
|
Estate
of Ralph V. St. John
|
|
|
162
|
(65)
|
|
*
|
|
|
162
|
|
|
|
-
|
|
|
-
|
Margaret
Alice McDaniel
|
|
|
38
|
(66)
|
|
*
|
|
|
38
|
|
|
|
-
|
|
|
-
|
Troy
E Matherne
|
|
|
19
|
(67)
|
|
*
|
|
|
19
|
|
|
|
-
|
|
|
-
|
Michael
J Pietila & Kathleen Sue Pietila
|
|
|
203
|
(67)
|
|
*
|
|
|
203
|
|
|
|
-
|
|
|
-
|
Gary
M Padykula & Pamela Padykula
|
|
|
4
|
(67)
|
|
*
|
|
|
4
|
|
|
|
-
|
|
|
-
|
Gail
Yamner
|
|
|
3
|
(67)
|
|
*
|
|
|
3
|
|
|
|
-
|
|
|
-
|
Vera
Wu
|
|
|
5
|
(67)
|
|
*
|
|
|
5
|
|
|
|
-
|
|
|
-
|
CARL
WU CUST MELANIE WU UTMA VA
|
|
|
13
|
(67)
|
|
*
|
|
|
13
|
|
|
|
-
|
|
|
-
|
CARL
WU CUST ALEXANDER WU UTMA VA
|
|
|
15
|
(67)
|
|
*
|
|
|
15
|
|
|
|
-
|
|
|
-
|
Stan
M Mikulski
|
|
|
367
|
(67)
|
|
*
|
|
|
367
|
|
|
|
-
|
|
|
-
|
RICHARD
MICHAEL PATRY CUST RICHARD EDWARD PATRY UTMA CT
|
|
|
58
|
(67)
|
|
*
|
|
|
58
|
|
|
|
-
|
|
|
-
|
Eric
R Bober & Andrea Z Bober
|
|
|
13
|
(67)
|
|
*
|
|
|
13
|
|
|
|
-
|
|
|
-
|
Richard
Michael Patry
|
|
|
286
|
(67)
|
|
*
|
|
|
286
|
|
|
|
-
|
|
|
-
|
Jerome
J Medney
|
|
|
193
|
(67)
|
|
*
|
|
|
193
|
|
|
|
-
|
|
|
-
|
Carl
Wu
|
|
|
73
|
(67)
|
|
*
|
|
|
73
|
|
|
|
-
|
|
|
-
|
FMTC
CUSTODIAN - ROTH IRA FBO ALBERT T BARLOW
|
|
|
40
|
(67)
|
|
*
|
|
|
40
|
|
|
|
-
|
|
|
-
|
FMTC
CUSTODIAN - ROTH IRA FBO MARIE C BARLOW
|
|
|
9
|
(67)
|
|
*
|
|
|
9
|
|
|
|
-
|
|
|
-
|
Diane
E & Peter M Buccieri Ttee The Buccieri Family Trust U/A 10/11/19 FBO Peter M & Diane M Buccieri
|
|
|
81
|
(67)
|
|
*
|
|
|
81
|
|
|
|
-
|
|
|
-
|
Morris
Yamner
|
|
|
3
|
(67)
|
|
*
|
|
|
3
|
|
|
|
-
|
|
|
-
|
Mark
Charles Rosenblum & Ann Patrice Osterdale
|
|
|
243
|
(67)
|
|
*
|
|
|
243
|
|
|
|
-
|
|
|
-
|
FMT
CO CUST IRA ROLLOVER FBO MELBA I OVALLE
|
|
|
14
|
(67)
|
|
*
|
|
|
14
|
|
|
|
-
|
|
|
-
|
FMT
CO CUST IRA FBO BARBARA L TILLY
|
|
|
1
|
(67)
|
|
*
|
|
|
1
|
|
|
|
-
|
|
|
-
|
FMT
CO CUST IRA ROLLOVER FBO TROY E MATHERNE
|
|
|
167
|
(67)
|
|
*
|
|
|
167
|
|
|
|
-
|
|
|
-
|
FMT
CO CUST IRA FBO PETER M BUCCIERI
|
|
|
829
|
(67)
|
|
*
|
|
|
829
|
|
|
|
-
|
|
|
-
|
FMT
CO CUST IRA FBO SAFWAN MAURICE RACHED
|
|
|
117
|
(67)
|
|
*
|
|
|
117
|
|
|
|
-
|
|
|
-
|
FMT
CO CUST SEPP IRA FBO ROBERT E LEE
|
|
|
23
|
(67)
|
|
*
|
|
|
23
|
|
|
|
-
|
|
|
-
|
FMT
CO CUST IRA ROLLOVER FBO LORI STERN
|
|
|
782
|
(67)
|
|
*
|
|
|
782
|
|
|
|
-
|
|
|
-
|
FMTC
CUSTODIAN - ROTH IRA FBO RICHARD MICHAEL PATRY
|
|
|
71
|
(67)
|
|
*
|
|
|
71
|
|
|
|
-
|
|
|
-
|
FMT
CO CUST IRA ROLLOVER FBO LOUIS MAZZEO
|
|
|
15
|
(67)
|
|
*
|
|
|
15
|
|
|
|
-
|
|
|
-
|
FMTC
CUSTODIAN - ROTH IRA FBO JOHN ROBERT GOULD
|
|
|
7
|
(67)
|
|
*
|
|
|
7
|
|
|
|
-
|
|
|
-
|
FMT
CO CUST IRA ROLLOVER FBO CHESTER D TILLYNH 03079-3561
|
|
|
6
|
(67)
|
|
*
|
|
|
6
|
|
|
|
-
|
|
|
-
|
FMT
CO CUST IRA FBO MICHELE DIER
|
|
|
38
|
(67)
|
|
*
|
|
|
38
|
|
|
|
-
|
|
|
-
|
FMTC
CUSTODIAN - ROTH IRA FBO MICHAEL J PIETILA
|
|
|
195
|
(67)
|
|
*
|
|
|
195
|
|
|
|
-
|
|
|
-
|
FMTC
CUSTODIAN - ROTH IRA FBO KATHLEEN SUE PIETILA
|
|
|
9
|
(67)
|
|
*
|
|
|
9
|
|
|
|
-
|
|
|
-
|
FMT
CO CUST IRA ROLLOVER FBO RICHARD MICHAEL PATRY
|
|
|
2,000
|
(67)
|
|
*
|
|
|
2,000
|
|
|
|
-
|
|
|
-
|
FMT
CO CUST IRA ROLLOVER FBO CHARLES R RICHTER
|
|
|
79
|
(67)
|
|
*
|
|
|
79
|
|
|
|
-
|
|
|
-
|
FMT
CO CUST IRA ROLLOVER FBO MARK CHARLES ROSENBLUM
|
|
|
101
|
(67)
|
|
*
|
|
|
101
|
|
|
|
-
|
|
|
-
|
FMT
CO CUST IRA FBO BRUCE NELSON PROCTOR
|
|
|
1
|
(67)
|
|
*
|
|
|
1
|
|
|
|
-
|
|
|
-
|
FMTC
TTEE MCKESSON CORP PSIP FBO CHI H HO
|
|
|
7
|
(67)
|
|
*
|
|
|
7
|
|
|
|
-
|
|
|
-
|
Janet
Dudek
|
|
|
38
|
(68)
|
|
*
|
|
|
38
|
|
|
|
-
|
|
|
-
|
Tamir
Biotechnology, Inc.
|
|
|
56
|
(69)
|
|
*
|
|
|
56
|
|
|
|
-
|
|
|
-
|
Long
Hill Capital V, LLC
|
|
|
1,350,526
|
(70)
|
|
6
|
%
|
|
1,350,526
|
|
|
|
-
|
|
|
-
|
Maxim
Group LLC
|
|
|
66,910
|
(71)
|
|
*
|
|
|
66,910
|
|
|
|
-
|
|
|
-
|
University
of Louisville Research Foundation, Inc.
|
|
|
8,526
|
(72)
|
|
*
|
|
|
8,526
|
|
|
|
-
|
|
|
-
|
*Less
than one percent
(1)
|
Based
on a denominator equal to the sum of (i) 24,156,183 shares of our Common Stock outstanding on November 16, 2020 and (ii) the
number of shares of our Common Stock issuable upon exercise or conversion of convertible securities that are currently exercisable
or convertible or are exercisable or convertible within 60 days of November 16, 2020 beneficially owned by the applicable
selling stockholder.
|
(2)
|
Fred
Knoll, in his capacity as Manager of Gakasa Holdings, LLC, may be deemed to have investment discretion and voting power over
the shares held by Gakasa Holdings, LLC. The address of the selling stockholder is 5 East 44th St., Suite 12, New
York, NY 10017.
|
(3)
|
Unilab
GP, Inc. is the general partner of Unilab LP and each of F. Patrick Ostronic and Katarzyna Kusmierz are managers of Unilab
GP, Inc. Each of Unilab GP, Inc., Mr. Ostronic and Ms. Kusmierz may be deemed to have investment discretion and voting power
over the shares held by Unilab LP. The address of the selling stockholder is 966 Hungerford Dr Ste 3B, Rockville, MD, 20850.
|
(4)
|
The
address of the selling stockholder is PO Box 1311, Rancho Santa Fe, CA 92067.
|
(5)
|
The
address of the selling stockholder is 4920 Sandshore Ct., San Diego, CA 92130.
|
(6)
|
The
address of the selling stockholder is 238 Norwich Ct., Madison, NJ 07940.
|
(7)
|
The
address of the selling stockholder is 6802 Forest Glade Ct., Middleton, WI 53562.
|
(8)
|
The
address of the selling stockholder is 966 Hungerford Dr., Ste 3B, Rockville, MD 20850.
|
(9)
|
The
address of the selling stockholder is Wilbrechtstrass E56 A, Munich, Germany 81477.
|
(10)
|
Dr.
Oliver Maas, in his capacity as the Managing Director and sole shareholder of Global Restructuring Advisors GmbH, may be deemed
to have investment discretion and voting power over the shares held by Global Restructuring Advisors GmbH. The address of
the selling stockholder is Brienner Strasse 12, Munich, Germany 80333.
|
(11)
|
The
address of the selling stockholder is 2334 SW 24 St, Miami, FL 33145.
|
(12)
|
Aryeh
Rubin, in his capacity as President of Midor Investments, may be deemed to have investment discretion and voting power over
the shares held by Midor Investments. The address of the selling stockholder is 5 East 44th St., Suite 12, New
York, NY 10017.
|
(13)
|
Aryeh
Rubin, in his capacity as the General Partner of Fragrant Partners, may be deemed to have investment discretion and voting
power over the shares held by Fragrant Partners. The address of the selling stockholder is 3029 NE 188th Street,
Suite 1114, Aventura, FL 33180.
|
(14)
|
Aryeh
Rubin, in his capacity as Trustee of Rubin Children Trust, may be deemed to have investment discretion and voting power over
the shares held by Rubin Children Trust. The address of the selling stockholder is 3029 NE 188th Street, Suite
1114, Aventura, FL 33180.
|
(15)
|
Chaim
Davis, in his capacity as Managing Member of Revach Fund LP, may be deemed to have investment discretion and voting power
over the shares held by Revach Fund LP. The address of the selling stockholder is 80 Brainard Road, West Hartford, CT 06117.
|
(16)
|
The
address of the selling stockholder is 80 Brainard Road, West Hartford, CT 06117.
|
(17)
|
David
Weiner, in his capacity as General Partner of W-Net Fund I, LP, may be deemed to have investment discretion and voting power
over the shares held by W-net Fund I, LP. The address of the selling stockholder is 12400 Ventura Boulevard #327, Studio City,
CA 91604.
|
(18)
|
The
address of the selling stockholder is 8908 Splitarrow Dr., Austin, TX 78717.
|
(19)
|
Arnold
Giane, in his capacity as Manager of Artic Investments LLC, may be deemed to have investment discretion and voting power over
the shares held by Artic Investments LLC. The address of the selling stockholder is 10155 Collins Ave, Suite 610, Bal Harbour,
FL 33154.
|
(20)
|
Tanya
Josefowitz and Pierre Sebaste, in their capacity as Beneficiaries of Fridator Trust No. 4, may be deemed to have investment
discretion and voting power over the shares held by Fridator Trust No. 4. The address of the selling stockholder is 40 Rue
de Geneve, CP 471, 1225 Chene-Bourg, Switzerland.
|
(21)
|
The
address of the selling stockholder is 71 Hillside Ave., Short Hills, NJ 07078.
|
(22)
|
The
address of the selling stockholder is 18375 Ventura Blvd. #552, Tarzana, CA 91356.
|
(23)
|
The
address of the selling stockholder is PO Box E, Short Hills, NJ 07078-0383.
|
(24)
|
The
address of the selling stockholder is 49 Ontario Rd., Bellerose Village, NY 11001.
|
(25)
|
The
address of the selling stockholder is 22 Crown Street, Milford, CT 06460.
|
(26)
|
The
address of the selling stockholder is Ahornweg 1, D-82064 Strasslach, Germany.
|
(27)
|
Joseph
Korff, in his capacity as the Principal of Arc Group Ventures LLC, may be deemed to have investment discretion and voting
power over the shares held by Arc Group Ventures LLC. The address of the selling stockholder is 655 Third Ave., 28th
Floor, New York, NY 10017.
|
(28)
|
Dmitri
Merinson in his capacity as Director of NewCo. Limited, may be deemed to have investment discretion and voting power over
the shares held by NewCo. Limited. The address of the selling stockholder is Alte Markstr. 5, 44801 Bochum, Germany.
|
(29)
|
The
address of the selling stockholder is 49 Ontario Rd., Bellerose Village, NY 11001.
|
(30)
|
The
address of the selling stockholder is 49 Ontario Rd., Bellerose Village, NY 11001.
|
(31)
|
The
address of the selling stockholder is 6233 West Pinedale Circle, Crystal River, FL 34429.
|
(32)
|
The
address of the selling stockholder is 547 Coldstream Drive, Berwyn, PA 19312.
|
(33)
|
The
address of the selling stockholder is 6031 Hwy 311, Houma, LA 70360.
|
(34)
|
The
address of the selling stockholder is 12611 Brookshire Ave., Baton Rouge, LA 70815.
|
(35)
|
The
address of the selling stockholder is 30162 Silver Spur Rd., San Juan Capistrano, CA 92675.
|
(36)
|
Peter
Nordin in his capacity as Manager of Peter Nordin APS, may be deemed to have investment discretion and voting power over the
shares held by Peter Nordin APS. The address of the selling stockholder is Bakkevey 2A, DK-3070 Snekkersten.
|
(37)
|
The
address of the selling stockholder is 1177 Edgebrook Dr., Winston-Salem, NC 27106.
|
(38)
|
The
address of the selling stockholder is 1148 5th Ave., New York, NY 10128.
|
(39)
|
The
address of the selling stockholder is 1148 5th Ave., New York, NY 10128.
|
(40)
|
The
address of the selling stockholder is 1148 5th Ave., New York, NY 10128.
|
(41)
|
The
address of the selling stockholder is 1148 5th Ave., New York, NY 10128.
|
(42)
|
The
address of the selling stockholder is 1148 5th Ave., New York, NY 10128.
|
(43)
|
The
address of the selling stockholder is 7305 Windaliere Dr., Cornelius, NC 28031.
|
(44)
|
The
address of the selling stockholder is 7 Lisa Court, East Brunswick, NJ 08816.
|
(45)
|
The
address of the selling stockholder is 47 Avon Drive, Essex Fells, NJ 07021.
|
(46)
|
The
address of the selling stockholder is 12 Idlewood Dr., Greenville, SC 29609.
|
(47)
|
The
address of the selling stockholder is N3820 S. Grand Oak Drive, Iron Mountain, MI 49801.
|
(48)
|
The
address of the selling stockholder is 5809 Brittany Valley Rd., Louisville, KY 43222.
|
(49)
|
The
address of the selling stockholder is 5809 Brittany Valley Rd., Louisville, KY 43222.
|
(50)
|
The
address of the selling stockholder is 65 Ocean Crest Way, Unit 831, Palm Coast, FL 32137.
|
(51)
|
The
address of the selling stockholder is 549 Beach 132nd St., Belle Harbor, NY 11694.
|
(52)
|
The
address of the selling stockholder is W6720 Maplewood Drive, Iron Mountain, MI 49801.
|
(53)
|
The
address of the selling stockholder is W6720 Maplewood Drive, Iron Mountain, MI 49801.
|
(54)
|
The
address of the selling stockholder is 14208 Moonlit Way, Estero, FL 33928.
|
(55)
|
The
address of the selling stockholder is 13639 S. Bridle Trail Road, Draper, UT 84020.
|
(56)
|
The
address of the selling stockholder is 3748 West Lake Ellwood Road, Florence, WI 54121.
|
(57)
|
The
address of the selling stockholder is N3820 S. Grand Oak Drive, Iron Mountain, MI 49801.
|
(58)
|
The
address of the selling stockholder is N3820 S. Grand Oak Drive, Iron Mountain, MI 49801.
|
(59)
|
The
address of the selling stockholder is W6720 Maplewood Drive, Iron Mountain, MI 49801.
|
(60)
|
The
address of the selling stockholder is W4454 County Road 573, Vulcan, MI 49892.
|
(61)
|
The
address of the selling stockholder is W4454 County Road 573, Vulcan, MI 49892.
|
(62)
|
The
address of the selling stockholder is 627 Grandview Boulevard, Lancaster, PA 17601-4501.
|
(63)
|
The
address of the selling stockholder is 1633 N. Prospect Ave. Unit 16A, Milwaukee, WI 53202.
|
(64)
|
The
address of the selling stockholder is 1633 N. Prospect Ave. Unit 16A, Milwaukee, WI 53202.
|
(65)
|
The
address of the selling stockholder is P.O. Box 1759, Madison, MS 39110.
|
(66)
|
The
address of the selling stockholder is P.O. Box 1759, Madison, MS 39110.
|
(67)
|
The
address of the selling stockholders is 499 Washington Boulevard, 5th Floor, Jersey City, NJ 07310.
|
(68)
|
The
address of the selling stockholder is 1815 24th St. South, Arlington, VA 22202.
|
(69)
|
The
address of the selling stockholder is 11 Deerpark Dr # 204, Monmouth Junction, NJ 08852.
|
(70)
|
Bergen
Asset Management, LLC serves as the investment manager to Bergen Special Opportunity Fund, LP (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. Eugene Tablis is the Chief Investment Officer and Managing Director of Bergen Asset Management,
LLC. Each of Bergen Asset Management, LLC, the Bergen Fund, Bergen Partners (BSOF), LLC and Mr. Tablis may be deemed to have
investment discretion and voting power over the shares held by Long Hill. The address of the selling stockholder is c/o Bergen
Asset Management, LLC, 1800 N. Military Trail, Boca Raton, FL 33431.
|
(71)
|
Michael
Rabinowitz is the natural person with voting and dispositive power over the shares held by Maxim Group LLC. The address of
the selling stockholder is 405 Lexington Avenue, 2nd Floor, New York, NY 10174.
|
(72)
|
The
address of the selling stockholder is 300 E. Market St. Suite 300, Louisville, KY 40202.
|
PLAN
OF DISTRIBUTION
The
selling stockholders, which as used herein includes donees, pledgees, transferees or other successors-in-interest selling shares
of Common Stock or interests in shares of Common Stock received after the date of this prospectus from a selling stockholder as
a gift, pledge, partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any
or all of their shares of Common Stock or interests in shares of Common Stock on any stock exchange, market or trading facility
on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices
at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at
negotiated prices.
The
selling stockholders may use any one or more of the following methods when disposing of shares or interests therein:
|
●
|
ordinary
brokerage transactions and transactions in which the broker-dealer solicits purchasers;
|
|
●
|
block
trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block
as principal to facilitate the transaction;
|
|
●
|
purchases
by a broker-dealer as principal and resale by the broker-dealer for its account;
|
|
●
|
an
exchange distribution in accordance with the rules of the applicable exchange;
|
|
●
|
privately
negotiated transactions;
|
|
●
|
short
sales effected after the date the registration statement of which this prospectus is a part is declared effective by the SEC;
|
|
●
|
through
the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
|
|
●
|
broker-dealers
may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;
|
|
●
|
a
combination of any such methods of sale; and
|
|
●
|
any
other method permitted by applicable law.
|
The
selling stockholders may, from time to time, pledge or grant a security interest in some or all of the shares of Common Stock
owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer
and sell the shares of Common Stock, from time to time, under this prospectus, or under an amendment to this prospectus under
Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling stockholders to include the pledgee,
transferee or other successors-in-interest as selling stockholders under this prospectus. The selling stockholders also may transfer
the shares of Common Stock in other circumstances, in which case the transferees, pledgees or other successors-in-interest will
be the selling beneficial owners for purposes of this prospectus.
In
connection with the sale of our Common Stock or interests therein, the selling stockholders may enter into hedging transactions
with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock in the course
of hedging the positions they assume. The selling stockholders may also sell shares of our Common Stock short and deliver these
securities to close out their short positions, or loan or pledge the Common Stock to broker-dealers that in turn may sell these
securities. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions
or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution
of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this
prospectus (as supplemented or amended to reflect such transaction).
The
aggregate proceeds to the selling stockholders from the sale of the Common Stock offered by them will be the purchase price of
the Common Stock less discounts or commissions, if any. Each of the selling stockholders reserves the right to accept and, together
with their agents from time to time, to reject, in whole or in part, any proposed purchase of Common Stock to be made directly
or through agents. We will not receive any of the proceeds from this offering.
The
selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under
the Securities Act, provided that they meet the criteria and conform to the requirements of that rule.
The
selling stockholders and any underwriters, broker-dealers or agents that participate in the sale of the Common Stock or interests
therein may be “underwriters” within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions,
concessions or profit they earn on any resale of the shares may be underwriting discounts and commissions under the Securities
Act. Selling stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be
subject to the prospectus delivery requirements of the Securities Act.
To
the extent required, the shares of our Common Stock to be sold, the names of the selling stockholders, the respective purchase
prices and public offering prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with
respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective
amendment to the registration statement of which this prospectus is a part.
In
order to comply with the securities laws of some states, if applicable, the Common Stock may be sold in these jurisdictions only
through registered or licensed brokers or dealers. In addition, in some states the Common Stock may not be sold unless it has
been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied
with.
We
have advised the selling stockholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales
of shares in the market and to the activities of the selling stockholders and their affiliates. In addition, to the extent applicable
we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling stockholders
for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling stockholders may indemnify
any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities
arising under the Securities Act.
We
will pay all expenses of the registration of the shares of Common Stock pursuant to the Tamir Registration Rights Agreement and
the Koligo Registration Rights Agreement, including, without limitation, SEC filing fees and expenses of compliance with state
securities or “blue sky” laws; provided, however, that each selling stockholder will pay all underwriting discounts
and selling commissions, if any and any related legal expenses incurred by it. We will indemnify the selling stockholders against
certain liabilities, including some liabilities under the Securities Act, in accordance with the Tamir Registration Rights Agreement
and the Koligo Registration Rights Agreement, or the selling stockholders will be entitled to contribution.
We
may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that
may arise from any written information furnished to us by the selling stockholders specifically for use in this prospectus, in
accordance with the Tamir Registration Rights Agreement and the Koligo Registration Rights Agreement, or we may be entitled to
contribution.
We
have agreed with the selling stockholders to keep the registration statement of which this prospectus is a part effective until
the earlier of (i) such time as all of the shares covered by this prospectus have been disposed of pursuant to and in accordance
with the registration statement or (ii) the date on which all of the shares may be sold without restriction pursuant to Rule 144
of the Securities Act.
LEGAL
MATTERS
The
validity of the shares of Common Stock offered in this prospectus has been passed upon for us by Mintz, Levin, Cohn, Ferris, Glovsky
and Popeo, P.C., New York, New York.
EXPERTS
The
financial statements incorporated in this prospectus by reference to Orgenesis Inc.’s Current Report on Form 8-K dated November
16, 2020 and management’s assessment of the effectiveness of internal control over financial reporting (which is included
in Management’s Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the
Annual Report on Form 10-K of Orgenesis Inc. for the year ended December 31, 2019 have been so incorporated in reliance on the
report of Kesselman & Kesselman, Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers International
Limited, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
WHERE
YOU CAN FIND ADDITIONAL INFORMATION
We
are subject to the information requirements of the Exchange Act and we therefore file periodic reports, proxy statements and other
information with the SEC relating to our business, financial statements and other matters. The SEC maintains a website that contains
reports, proxy and information statements and other information regarding issuers like us that file electronically with the SEC.
The address of the SEC’s website is http://www.sec.gov.
This
prospectus constitutes part of a registration statement filed under the Securities Act with respect to the shares of Common Stock
covered hereby. As permitted by the SEC’s rules, this prospectus omits some of the information, exhibits and undertakings
included in the registration statement. You may read and copy the information omitted from this prospectus but contained in the
registration statement, as well as the periodic reports and other information we file with the SEC, at the website of the SEC
referred to above. You may also access our filings with the SEC on our website, which is located at http://www.orgenesis.com/.
The information contained on our website is not part of this prospectus.
Statements
contained in this prospectus as to the contents of any contract or other document are not necessarily complete, and in each instance
we refer you to the copy of the contract or other document filed or incorporated by reference as an exhibit to the registration
statement or as an exhibit to our Exchange Act filings, each such statement being qualified in all respects by such reference.
INFORMATION
INCORPORATED BY REFERENCE
We
are allowed to incorporate by reference information contained in documents that we file with the SEC. This means that we can disclose
important information to you by referring you to those documents and that the information in this prospectus is not complete and
you should read the information incorporated by reference for more detail. Information in this prospectus supersedes information
incorporated by reference that we filed with the SEC prior to the date of this prospectus, while information that we file later
with the SEC will automatically update and supersede the information in this prospectus.
We
incorporate by reference the documents listed below and any future filings we will make with the SEC under Section 13 (a), 13(c),
14 or 15 (d) of the Exchange Act (i) after the date of the initial filing of the registration statement of which this prospectus
is a part and prior to effectiveness of such registration statement and (ii) from the date of this prospectus but prior to the
termination of the offering of the securities covered by this prospectus (other than Current Reports or portions thereof furnished
under Item 2.02 or 7.01 of Form 8-K):
|
●
|
our
annual report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 9, 2020;
|
|
●
|
our
quarterly report on Form 10-Q for the quarter ended March 31, 2020, filed with the SEC on May
8, 2020, our quarterly report on Form 10-Q for the quarter ended June 30, 2020, filed with the SEC on August
6, 2020, and our quarterly report on Form 10-Q for the quarter ended September 30, 2020, filed with the SEC on November
5, 2020;
|
|
●
|
our
current reports on Form 8-K filed with the SEC on January
13, 2020, January
22, 2020, February
3, 2020, February
14, 2020, April
13, 2020, April
24, 2020, October
1, 2020, October
21, 2020, November
16, 2020, November
23, 2020 and November 23, 2020 (excluding any information deemed furnished pursuant to Item 2.02 or Item 7.01 of any Current
Report on Form 8-K); and
|
|
●
|
the description of our Common Stock which is filed as Exhibit 4.1 to our Annual Report on Form 10-K for the year ended December 31, 2019, including all amendments or reports filed for the purpose of updating such description.
|
We
will provide to each person, including any beneficial owner, to whom a prospectus is delivered, a copy of any or all of the information
that is incorporated by reference in this prospectus but not delivered with this prospectus, including exhibits that are specifically
incorporated by reference in such documents. You may request a copy of such documents, which will be provided to you at no cost,
by writing or telephoning us at the following address or telephone number: Orgenesis Inc., Attention: Corporate Secretary, 20271
Goldenrod Lane, Germantown MD 20876 or call (480) 659-6404.
ORGENESIS
INC.
4,825,962
Shares of Common Stock
PROSPECTUS
November
24, 2020
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