Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 16, 2024

ORGENESIS INC.

(Exact name of registrant as specified in its charter)

Nevada	001-38416	98-0583166
(State or other jurisdiction	(Commission File	(IRS Employer
of incorporation	Number)	Identification No.)

20271 Goldenrod Lane, Germantown, MD 20876

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (480) 659-6404

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		ORGS		The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b -2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Amendment to November 2023 Securities Purchase Agreement

On January 16, 2024, the Company and the purchaser of the shares of Common Stock and Pre-Funded Warrants (the “November 2023 Investor”) under that certain Securities Purchase Agreement, dated as of November 8, 2023, between the Company and the November 2023 Investor (the “November 2023 Purchase Agreement”) entered into an amendment to the November 2023 Purchase Agreement (the “Amendment”). Pursuant to the Amendment, the November 2023 Investor agreed to (i) amend the November 2023 Purchase Agreement to delete Section 4.9 (Subsequent Equity Sales) in its entirety, (ii) waive any applicable rights and remedies under the November 2023 Purchase Agreement with respect to Section 4.9 thereto and (iii) terminate all rights, obligations and remedies (including the obligation to issue 750,000 warrants) under the Term Sheet, dated as of November 8, 2023, entered into by the Company and the November 2023 Investor. In consideration for the foregoing, the Company agreed to make a cash payment of $277,500 (the “Cash Payment”) to the November 2023 Investor within thirty (30) days of the date of the Amendment. If such Cash Payment is not made within such thirty (30) days, the Company shall pay to the November 2023 Investor the following: (i) a cash penalty of 20% of the Cash Payment and (ii) the warrants issuable pursuant to the Term Sheet.

The foregoing summary of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, such document attached as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

The exhibit listed in the following Exhibit Index is filed as part of this Current Report on Form 8-K.

Exhibit No.		Description
10.1		Amendment Agreement, dated as of January 16, 2024, to Securities Purchase Agreement, dated November 8, 2023, by and among the Company and the November 2023 Investor

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		ORGENESIS INC.

Date: January 22, 2024	By:	/s/ Victor Miller
		Victor Miller
		Chief Financial Officer, Treasurer and
		Secretary

Exhibit 10.1

AMENDMENT AGREEMENT

This Amendment Agreement (the “Amendment”), dated as of January 16, 2024, is by and among Orgenesis Inc., a Nevada corporation (the “Company”), and the holder constituting a majority-in-interest of the shares of Common Stock and Pre-Funded Warrants issued pursuant to that certain Securities Purchase Agreement dated as of November 8, 2023, by and among the Company and the purchaser identified on the signature pages thereto (the “Investor”) (the “November 2023 Purchase Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings set forth for such terms in November 2023 Purchase Agreement.

WHEREAS, the Company and the Investor are a party to the November 2023 Purchase Agreement; and

WHEREAS, pursuant to the November 2023 Purchase Agreement, the Company issued to the Investor (i) 1,410,256 shares (the “Shares”) of common stock, par value $0.0001 per share, of the Company (“Common Stock”), and (ii) warrants exercisable for 1,410,256 shares of Common Stock (the “Pre-Funded Warrants” and, together with the Shares, the “Securities”); and

WHEREAS, pursuant to Section 4.9(a) of the November 2023 Purchase Agreement, the Company agreed that, without the prior consent of the Investor, prior to February 8, 2024, it would not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right, or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company, except pursuant to certain exceptions; and

WHEREAS, on November 7, 2023, the Company and an affiliate of the Investor entered into a Term Sheet for an Equity Line of Credit (the “Term Sheet”); and

WHEREAS, Section 5.5 of the November 2023 Purchase Agreement provides that no provision of the November 2023 Purchase Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and the purchasers holding at least 50.1% in interest of the Shares and Pre-funded Warrants based on the initial Subscription Amounts thereunder, or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought; and

WHEREAS, the Investor constitutes the holder with greater than 50.1% in interest of the Shares and Pre-funded Warrants; and

WHEREAS, in consideration for the Investor agreeing to (i) amend the November 2023 Purchase Agreement to delete Section 4.9 in its entirety, (ii) waive any applicable rights and remedies under the November 2023 Purchase Agreement with respect to Section 4.9 thereto and (iii) terminate all rights, obligations and remedies under the Term Sheet, the Company shall agree to make a cash payment to Investor in the amount of $277,500 (the “Cash Payment”) within thirty (30) days of the date of this Amendment; and

WHEREAS, the Company and the Investor desire to amend the November 2023 Purchase Agreement and to reflect the foregoing.

NOW THEREFORE, the parties hereto, each intending to be legally bound, and in consideration of the mutual covenants and acts set forth herein, agree as follows:

1. Amendment and Termination. Investor hereby agrees to (i) amend the November 2023 Purchase Agreement to delete Section 4.9 in its entirety, (ii) waive any applicable rights and remedies under the November 2023 Purchase Agreement with respect to Section 4.9 thereto and (iii) terminate all rights, obligations and remedies under the Term Sheet.

2. Consideration. In consideration for the agreement of the terms set forth in Section 1 above, the Company hereby agrees to make the Cash Payment to the Investor within thirty (30) days of the date of this Amendment. If such Cash Payment is not made within such thirty (30) days, the Company shall pay to the Investor the following: (i) a cash penalty of 20% of the Cash Payment and (ii) the warrants issuable pursuant to the Term Sheet.

3. Release. In exchange for the consideration detailed in Section 2 above, the Investor for itself, its administrators, representatives, successors and assigns (the “Investor Releasors”) agrees to release any and all claims it may have against the Company and its predecessors and successors in interest, affiliates, representatives, subsidiaries, parents, divisions, claims managers, heirs, assigns, insurers, re-insurers, shareholders, creditors, liquidators, administrators, executors, former and present directors and officers, all employees, principals, agents or registered representatives (“Company Related Persons and Entities”) from any and all manner of action and actions, cause and causes of action, suits, proceedings, arbitrations, claims, grievances, debts, sums of money, claims for attorney fees, interest, expenses and costs, covenants, contracts, controversies, agreements, promises, damages, losses, and demands of any nature whatsoever, known or unknown, suspected or unsuspected, in law or in equity, civil or criminal, vested or contingent, which the Investor ever had or now has or asserts against the Company and/or the Company Related Persons and Entities, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world to the date hereof, concerning or related to Section 4.9 of the November 2023 Purchase Agreement and the Term Sheet (the “Released Claims”).

4. Counterparts; Facsimile Signatures. This Amendment may be executed or consented to in counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. This Amendment may be executed and delivered by facsimile or electronically and, upon such delivery, the facsimile or electronically transmitted signature will be deemed to have the same effect as if the original signature had been delivered to the other party.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by the undersigned, thereunto duly authorized, as of the date first set forth above.

	ORGENESIS INC.


	Name:
	Title:

[Investor Signature Page Follows]

IN WITNESS WHEREOF, the Investor has caused this Amendment to be executed by the undersigned, thereunto duly authorized, as of the date first set forth above.


[Print Name of Holder]


[Signature]
Name:
Title:

Cover	Jan. 16, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 16, 2024
Entity File Number	001-38416
Entity Registrant Name	ORGENESIS INC.
Entity Central Index Key	0001460602
Entity Tax Identification Number	98-0583166
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	20271 Goldenrod Lane
Entity Address, City or Town	Germantown
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	20876
City Area Code	480
Local Phone Number	659-6404
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	ORGS
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false