CUSIP
No.
68619K105
1.
|
Names
of Reporting Persons
Theodorus SCA
I.R.S.
Identification Nos. of above persons (entities only).
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ☒
(b) ☐
|
3
|
SEC
Use Only
|
4.
|
Source
of Funds (See Instructions)
WC
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
N/A
|
6.
|
Citizenship
or Place of Organization
Belgium
|
Number
of Shares Bene-ficially Owned by Each Reporting Person With
|
7.
Sole Voting Power
5,405,109 (2)
|
8.
Shared Voting Power .0
|
9.
Sole Dispositive Power
5,405,109(2)
|
10.
Shared Dispositive Power
10,810,218 (2)(3)(4)
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
10,810,218 (1)(2)(3)(4)
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
13.
|
Percent
of Class Represented by Amount in Row (11)
8.92%
|
14.
|
Type
of Reporting Person (See Instructions)
OO
|
|
(1)
|
The
calculation of this percentage is based on 121,141,095 shares of common stock outstanding
as reported in the Issuer’s Form 10-Q for the fiscal quarter ended May 31, 2017,
filed with the SEC on July 24, 2017.
|
|
(2)
|
Includes
2,452,751 shares of common stock covered by an option to purchase between Theodorus SCA
and the L’Universite Libre De Bruxelles exercisable within 60 days, and 2,952,358
shares of common stock covered by an option to purchase within 120 days of the date of
the restricted stock purchase agreement granted by Theodorus SCA to various individuals.
|
|
(3)
|
Includes
2,452,751 shares of common stock covered by an option to purchase between Theodorus II
SA and the L’Universite Libre De Bruxelles within 60 days, and 2,952,357 shares
of common stock covered by an option to purchase within 120 days of the date of the restricted
stock purchase agreement granted by Theodorus II SA to various individuals (the “Theodorus
II SA Optioned Shares”). Theodorus SCA expressly disclaims beneficial ownership
of the Theodorus II SA Optioned Shares.
|
|
(4)
|
Includes
5,405,109 shares of common stock beneficially owned by Theodorus II SA as a member of
a group. Theodorus SCA expressly disclaims beneficial ownership in the shares beneficially
owned by Theodorus II SA.
|
CUSIP
No.
68619K105
1.
|
Names
of Reporting Persons
Theodorus II SA
I.R.S.
Identification Nos. of above persons (entities only).
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
☒
(b) ☐
|
3
|
SEC
Use Only
|
4.
|
Source
of Funds (See Instructions)
WC
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
N/A
|
6.
|
Citizenship
or Place of Organization
Belgium
|
Number
of Shares Bene-ficially Owned by Each Reporting Person With
|
7.
Sole Voting Power
5,405,109 (2)
|
8.
Shared Voting Power 0
|
9.
Sole Dispositive Power
5,405,109(2)
|
10.
Shared Dispositive Power
10,810,218(2)(3)(4)
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
10,810,218(1)(2)(3)(4)
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
13.
|
Percent
of Class Represented by Amount in Row (11)
8.92%
|
14.
|
Type
of Reporting Person (See Instructions)
OO
|
|
(1)
|
The
calculation of this percentage is based on 121,141,095 shares of common stock outstanding
as reported in the Issuer’s Form 10-Q for the fiscal quarter ended May 31, 2017,
filed with the SEC on July 24, 2017.
|
|
(2)
|
Includes
2,452,751 shares of common stock covered by an option to purchase between Theodorus II
SA and the L’Universite Libre De Bruxelles that is exercisable within 60 days and
2,952,357 shares of common stock covered by an option to purchase within 120 days of
the date of the restricted stock purchase agreement granted by Theodorus II SA to various
individuals.
|
|
(3)
|
Includes
2,452,751 shares of common stock covered by an option to purchase between Theodorus SCA
and the L’Universite Libre De Bruxelles within 60 days, and 2,952,358 shares of
common stock covered by an option to purchase within 120 days of the date of the restricted
stock purchase agreement granted by Theodorus SCA to various individuals (the “Theodorus
SCA Optioned Shares”). Theodorus II SA expressly disclaims beneficial ownership
of the Theodorus SCA Optioned Shares.
|
|
(4)
|
Includes
5,405,109 shares of common stock beneficially owned by Theodorus SCA as a member of a
group. Theodorus II SA expressly disclaims beneficial ownership in the shares beneficially
owned by Theodorus SCA.
|
CUSIP
No.
68619K105
1.
|
Names
of Reporting Persons
Olivier Belenger
I.R.S.
Identification Nos. of above persons (entities only).
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ☒
(b) ☐
|
3
|
SEC
Use Only
|
4.
|
Source
of Funds (See Instructions)
N/A
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
N/A
|
6.
|
Citizenship
or Place of Organization
Belgium
|
Number
of Shares Bene-ficially Owned by Each Reporting Person With
|
7.
Sole Voting Power
10,810,218 (2)
|
8.
Shared Voting Power
|
9.
Sole Dispositive Power
10,810,218 (2)
|
10.
Shared Dispositive Power
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
10,810,218 (1)(2)
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
13.
|
Percent
of Class Represented by Amount in Row (11)
8.92%
|
14.
|
Type
of Reporting Person (See Instructions)
OO
|
|
(1)
|
The
calculation of this percentage is based on 121,141,095 shares of common stock outstanding
as reported in the Issuer’s Form 10-Q for the fiscal quarter ended May 31, 2017,
filed with the SEC on July 24, 2017.
|
|
(2)
|
Monsieur
Belenger is the investment manager for Theodorus SCA and Theodorus II SA has sole voting
and dispositive power of the shares beneficially owned by Theodorus SCA and Theodorus
II SA. Monsieur Belenger expressly disclaims beneficial ownership in the shares beneficially
owned by Theodorus SCA and Theodorus II SA.
|
SCHEDULE
13D
Item
1. Security and Issuer
This
statement relates to shares of common stock, par value $0.0001 per share (the “Common Stock”) of Orgenesis Inc., a
Nevada corporation (the “Issuer”). The Issuer’s principal executive offices are located at 20271 Goldenrod Lane,
Germantown, Maryland USA 20876.
Item
2. Identity and Background
This
statement is being filed jointly on behalf of Theodorus SCA, Theodorus II SA, and Monsieur Olivier Belenger (Theodorus SCA, Theodorus
II SA and Monsieur Olivier Belenger, each a “Reporting Person” and collectively referred to as the “Reporting
Persons”). On or about September 11, 2017, the Reporting Persons agreed to act in concert in the disposition of their beneficial
ownership of the Common Stock and entered into preliminary discussions with an intermediary representing potential purchasers
of the Reporting Persons shares of Common Stock and have to enter into a joint filing agreement
On
September 20, 2017, Theodorus II SA and Theodorus SCA entered into Restricted Stock Purchase Agreements (“Purchase Agreements”)
with five individuals pursuant to which they agreed to sell an aggregate of 1,000,000 shares of Common Stock to each individual
(“Purchasers”) for a purchase price of $250,000 ($0.25 per share). Pursuant to the Purchase Agreements, on October
11, 2017, Theodorus II SA sold an aggregate of 2,500,000 shares (at an aggregate purchase price of $625,000) to the Purchasers,
and Theodorus SCA sold an aggregate of 2,500,000 shares (for an aggregate purchase price of $625,000) to the Purchasers. In connection
with the Purchase Agreements, Theodorus II SA and Theodorus SCA entered into a Stock Option Agreement with each Purchaser pursuant
to which they collectively granted each Purchaser a right to purchase 1,180,943 shares of common stock for a period of 120 days
following the date of the respective Purchase Agreement (the “Optioned Shares”).
Other
than for the purpose of disposing of their shares of Common Stock, the entering into of a joint filing agreement shall not be
construed as an admission that the Reporting Persons are a group, or have agreed to act as a group, for any other purpose. Information
with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility
for the accuracy or completeness of the information concerning the other Reporting Persons except as otherwise provided in Rule
13d-1(k).
|
(a)
|
Theodorus
SCA is “Société en Commandite par Action” organized under the
laws of Belgium with a principal business involving venture capital investments.
|
|
(b)
|
The
principal office for Theodorus SCA is located at Allée de la Recherche 12, 1070
Anderlecht, Belgium.
|
|
(c)
|
Within
the last five years, Theodorus SCA has not been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
|
|
(d)
|
During
the last five years, Theodorus SCA has not been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction, which as a result of such proceeding,
was or is subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, United States federal or state securities
laws or finding any violation with respect to such laws.
|
|
(a)
|
Theodorus
II SA is a “Société Anonyme” organized under the laws of Belgium
with a principal business involving venture capital investments.
|
|
(b)
|
The
principal office for Theodorus II SA is located at Allée de la Recherche 12, 1070
Anderlecht, Belgium.
|
|
(c)
|
Within
the last five years, Theodorus II SA has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
|
|
(d)
|
During
the last five years, Theodorus II SA has not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction, which as a result of such
proceeding, was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, United States federal or state
securities laws or finding any violation with respect to such laws.
|
|
(a)
|
Monsieur
Olivier Belenger is an individual and has the sole voting and dispositive power over
the shares of Common Stock beneficially owned by Theodorus SCA and Theodorus II SA.
|
|
(b)
|
Monsieur
Belenger’s principal business address is Allée de la Recherche 12, 1070
Anderlecht, Belgium.
|
|
(c)
|
Monsieur
Belenger’s principal occupation is the fund manager for Theodorus SCA and Theodorus
II SA.
|
|
(d)
|
Within
the last five years, Monsieur Belenger has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
|
|
(e)
|
During
the last five years, Monsieur Belenger has not been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction, which as a result of such
proceeding, was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, United States federal or state
securities laws or finding any violation with respect to such laws.
|
|
(f)
|
Monsieur
Belenger is a citizen and resident of Belgium.
|
Item
3. Source and Amount of Funds or Other Consideration
The
Issuer entered into a share exchange agreement dated November 3, 2014, and addendum dated March 2, 2015, with MaSTherCell SA and
Cell Therapy Holdings SA (collectively the “Target”) and each of the shareholders of the Target which provided for
the acquisition of all of the issued and outstanding shares of the Target in exchange for 42,401,724 shares of the Issuer’s
common stock subject to escrow conditions and adjustments for post-closing events (the “Acquisition”). For a detailed
description of the Acquisition transaction, please see the Issuer’s current report on Form 8-K filed with the SEC on March
25, 2015. In connection with the Acquisition, Theodorus SCA and Theodorus II SA, as shareholders of the Target, each received
5,452,358 shares of Common Stock upon the satisfaction of the escrow conditions. Under a separate private agreement with the Universite
Libre de Bruxelles, Theodorus SCA and Theodorus II SA each have the right to acquire 2,452,751 shares of the Issuer’s common
stock owned by the Universite Libre de Bruxelles.
Item
4. Purpose of the Transaction
In
order to facilitate the orderly disposition of the Reporting Persons beneficial ownership in the Common Stock, the Reporting Persons
have decided to act in concert and in cooperation with each other in identifying potential purchasers and in negotiating terms
and conditions, including price, for the disposition of all of the Common Stock if the Issuer that the Reporting Persons beneficially
own.
On
September 20, 2017, Theodorus II SA and Theodorus SCA entered into the Purchase Agreements with the Purchasers pursuant to which
they agreed to sell an aggregate of 1,000,000 shares of Common Stock to each Purchaser for a purchase price of $250,000 ($0.25
per share). Pursuant to the Purchase Agreements, on October 11, 2017, Theodorus II SA sold an aggregate of 2,500,000 shares (at
an aggregate purchase price of $625,000) to the Purchasers, and Theodorus SCA sold an aggregate of 2,500,000 shares (for an aggregate
purchase price of $625,000) to the Purchasers. In connection with the Purchase Agreements, Theodorus II SA and Theodorus SCA entered
into a Stock Option Agreement with each Purchaser pursuant to which they collectively granted each Purchaser a right to purchase
1,180,943 shares of common stock for a period of 120 days following the date of the respective Purchase Agreement.
Other
than as described above, none of the Reporting Persons currently has any plans or proposals that relate to, or would result in,
any of the matters listed below, although the Reporting Persons may, at any time and from time to time, review or reconsider their
position and/or change their purpose and/or formulate plans or proposals with respect thereto:
|
(a)
|
The
acquisition by any person of additional securities of the Issuer, or the disposition
of securities of the Issuer;
|
|
(b)
|
An
extraordinary corporate transaction, such as a merger, reorganization or liquidation,
involving the Issuer or any of its subsidiaries;
|
|
(c)
|
A
sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
|
|
(d)
|
Any
change in the present Board of Directors or management of the Issuer, including any plans
or proposals to change the number or term of directors or to fill any existing vacancies
on the Board;
|
|
(e)
|
Any
material change in the present capitalization or dividend policy of the Issuer;
|
|
(f)
|
Any
other material change in the Issuer’s business or corporate structure including,
but not limited to, if the Issuer is a registered closed-end investment company, any
plans or proposals to make any changes in its investment policy for which a vote is required
by Section 13 of the Investment Company Act of 1940;
|
|
(g)
|
Changes
in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions
which may impede the acquisition of control of the Issuer by any person;
|
|
(h)
|
Causing
a class of securities of the Issuer to be delisted from a national securities exchange
or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered
national securities association;
|
|
(i)
|
A
class of equity securities of the Issuer becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended, or
|
|
(j)
|
Any
action similar to any of those enumerated above.
|
Item
5. Interest in Securities of the Issuer
|
(a)
|
Determined
in accordance with Rule 13d-3(d)(1), as a result of their cooperation and acting in concert
for the purpose of facilitating the orderly disposition of all of their beneficial ownership
in the Common Stock of the Issuer, Theodorus SCA and Theodorus II SA may be deemed to
beneficially own as a group 10,810,218shares of the Issuer’s common stock, or 8.92%
of the Issuer’s outstanding common stock. The calculation of this percentage is
based on 121,141,095 outstanding shares of the Issuer’s common stock as reported
in the Issuer’s Form 10-Q for the fiscal quarter ended May 31, 2017, filed with
the SEC on July 24, 2017.
|
Monsieur
Olivier Belenger is an individual and has the sole voting and dispositive power over the shares of Common Stock beneficially owned
by Theodorus SCA and Theodorus II SA.
|
(b)
|
The
following table sets forth the number of shares of Common Stock as to which the Reporting
Persons have (i) the sole power to vote or direct the vote, (ii) shared power to vote
or to direct the vote, (iii) sole power to dispose or to direct the disposition, or (iv)
shared power to dispose or to direct disposition:
|
Reporting
Person
|
Sole
Voting
Power
|
Shared
Voting
Power
|
Sole
Dispositive
Power
|
Shared
Dispositive Power
|
Theodorus
SCA
|
5,405,109
|
0
|
5,405,109
|
10,810,218
|
Theodorus
II SA
|
5,405,109
|
0
|
5,405,109
|
10,810,218
|
Mr.
Olivier Belenger
|
10,810,218
|
0
|
10,810,218
|
0
|
|
(c)
|
Except
as set forth herein, none of the Reporting Persons have effected any transactions in
the Common Stock during the last 60 days.
|
|
(d)
|
No
other person is known to have the right to receive or the power to direct the receipt
of dividends from, or any proceeds from the sale of, the Common Stock beneficially owned
by any of the Reporting Persons.
|
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
In
order to facilitate the orderly disposition of their shares of the Issuer’s Common Stock beneficially owned by them, Theodorus
SCA and Theodorus II SA have entered into a financial advisory agreement with Firpaz, LLC, a New York limited liability company,
wherein Firpaz will assist the Reporting Persons with the identification of potential purchasers of the Common Stock and will
be compensated in the amount of fifteen thousand Euros (€15,000) and five percent (5%) of the purchase price. The information
set forth and/or incorporated by reference in Items 2, 3, 4 and 5 is hereby incorporated by reference into this Item 6.
Item
7. Materials to be Filed as Exhibits
None.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
|
Theodorus
SCA
|
|
|
|
/s/ Olivier Belenger
|
|
Olivier Belenger, Director
|
|
|
|
Date:
October 12, 2017
|
|
Theodorus
II SA
|
|
|
|
/s/ Olivier Belenger
|
|
Olivier
Belenger, Director
|
|
|
|
Date: October 12, 2017
|
|
|
|
|
|
Olivier
Belenger, an individual
|
|
/s/ Olivier Belenger
|
|
|
|
Date: October 12, 2017
|
Attention
- Intentional misstatements or omissions of fact constitute Federal criminal violations (See
18 U.S.C.
1001
).