Amended Statement of Beneficial Ownership (sc 13d/a)
March 22 2018 - 1:32PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
ORGENESIS,
INC
(Name
of Issuer)
Common
Stock, $0.0001 Par Value
(Title
of Class of Securities)
68619K204
(CUSIP
Number)
Copy
to:
Scott
E. Bartel
Lewis
Brisbois
2020
W. El Camino Avenue, Ste 700
Sacramento,
CA 95833
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
November
13, 2017
(Date
of Event Which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this
Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§§ 240.13d-7 for other parties to whom copies are to be sent.
*
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 (“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).
CUSIP
No.
68619K204
1.
|
Names
of Reporting Persons
Université Libre de Bruxelles
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 Beneficially by Owned by Each Reporting Person With
|
7.
Sole Voting Power 408,792
|
8.
Shared Voting Power 0
|
9.
Sole Dispositive Power 408,792
|
10.
Shared Dispositive Power 0
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person 408,792
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
13.
|
Percent
of Class Represented by Amount in Row (11)
4.03%(1)
|
14.
|
Type
of Reporting Person (See Instructions)
OO
|
|
(1)
|
The
calculation of this percentage is based on 10,148,271 shares of common stock outstanding
as reported in the Issuer’s Form 10-Q for the fiscal quarter ended August 31, 2017
filed with the SEC on October 16, 2017, and giving effect to a 12 for 1 reverse stock
split effective November 16, 2017.
|
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 by the Université Libre de Bruxelles (the “Reporting Person”). 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 3,533,477
[1]
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, the Reporting Person, as a shareholder of the Target, received 1,021,980
[2]
shares of Common Stock upon the satisfaction of the escrow conditions.
|
(a)
|
The
Université Libre de Bruxelles is organized under the laws of Belgium as a private
university (Company No. 0407 626 464-RPM BRUXELLES) with a principal business involving
the operation of an institution of higher learning.
|
|
(b)
|
The
principal office for the Reporting Person is Avenue Franklin Roosevelt 50, 1050 Bruxelles,
Belgium.
|
|
(c)
|
Within
the last five years, the Reporting Person has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
|
|
(d)
|
During
the last five years, the Reporting Person 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.
|
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 3,533,477
[3]
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, the Reporting Person, as a shareholder of the Target, received
1,021,980
[4]
shares of Common Stock upon the satisfaction of the escrow conditions.
1
This number gives effect to a 12 for 1 reversed stock split
effective November 16, 2017.
|
2
id.
|
3
id.
|
Item
4. Purpose of the Transaction
The
Reporting Person entered into a share exchange agreement with the Issuer 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
as a passive investment in the 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. Prior to the Acquisition, the Reporting Person has granted options
covering substantially all of its share ownership in the Issuer’s common stock to other shareholders of the Target.
In
November 2017, four (4) option holders exercised their options to purchase an aggregate of 613,188 shares of Issuer’s common
stock from the Reporting Person (the “Option Shares”) as follows:
Date
of Purchase
|
Option
Holder
|
Number
of Shares Purchased
|
Purchase
Price for Purchased Shares
[5]
|
November
13, 2017
|
Mr.
H. Bultot
|
204,396
|
$373,554
|
November
15, 2017
|
Mr.
J Castillo
|
204,396
|
$373,554
|
November
17, 2017
|
Mr.
F. Lesage
|
136,264
|
$249,036
|
November
17, 2017
|
Mr.
P. Stragier
|
68,132
|
$124,518
|
As
a result of the sale of the Option Shares, the Reporting Person ceased to be the beneficial owner of more than five percent of
the class of securities of the Issuer.
Other
than as described above, the Reporting Person currently does not have any plans or proposals that relate to, or would result in,
any of the matters listed below, although the Reporting Person 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;
|
4
id.
|
5
Based on $1.8276 per share.
|
|
(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, the Reporting Person beneficially owns 408,792 shares
of the Issuer’s common stock, or 4.03% of the Issuer’s outstanding common
stock. The calculation of this percentage is based on 10,148,271 outstanding shares of
the Issuer’s common stock as reported in the Issuer’s Form 10-Q for the fiscal
quarter ended August 31, 2017, filed with the SEC on October 16, 2017, after giving effect
to a 12 for 1 reverse stock split effective November 16, 2017.
|
|
(b)
|
The
Reporting Person has sole voting and dispositive power over 408,792 shares of the Issuer’s
common stock.
|
|
(c)
|
Except
as set forth herein, the Reporting Person has not effected any transactions in the issuer’s
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 the Reporting Person.
|
|
(e)
|
Following
the sale of the Option Shares, on November 17, 2017 the Reporting Person ceased to be
the beneficial owner of more than five percent of the Issuer’s common stock.
|
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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
N/A
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.
|
|
Université Libre de Bruxelles
|
|
|
|
|
|
/s/ Pierre Gurdjian
|
|
|
Pierre Gurdjian, Chairman of the Board
|
|
|
Date: February 28, 2018
|
|
|
|
|
|
|
|
|
Université Libre de Bruxelles
|
|
|
|
|
|
/s/ Yvon Englert
|
|
|
Yvon Englert, Rector
|
|
|
Date: February 28, 2018
|
Attention
- Intentional misstatements or omissions of fact constitute Federal criminal violations (See
18 U.S.C.
1001
).
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