Current Report Filing (8-k)
December 23 2016 - 3:29PM
Edgar (US Regulatory)
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):
December
22, 2016
ORGENESIS INC.
(Exact name
of registrant as specified in its charter)
Nevada
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000-54329
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98-0583166
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(State or other
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(Commission File
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(IRS Employer
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jurisdiction
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Number)
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Identification No.)
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of incorporation
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20271 Goldenrod Lane, Germantown, MD 20876
(Address of principal executive offices) (Zip Code)
Registrants 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))
Item 1.01 Entry into a Material Definitive Agreement
The information included in Item 3.02 of this Form 8-K is
hereby incorporated by reference into this Item 1.01.
Item 3.02. Unregistered Sales of Equity Securities.
On December 22, 2016, Orgenesis Inc. (the Company) entered
into a definitive agreement with an investor (the Investor) relating to a
private placement (the Private Placement) of units of the Companys securities
(the Units) for aggregate subscription consideration to the Company of
$15,000,000. The Units are comprised of (i) 28,846,154 shares (the Shares) of
the Companys common stock par value $0.0001 per share (the Common Stock) and
(ii) three year warrants (the Warrants) to purchase an additional 28,846,154
shares of Common Stock at per share exercise price of $0.52. Payment by the
Investor of the subscription amount and the issuance of the Shares and Warrants
will be made following the (i) formation in India of an entity through which
certain joint venture activities, which are currently the subject of
negotiations between the Company and affiliates of the Investor, are to be
carried out and (ii) establishment of banking credit and other facilities
through which the subscription amount can be transferred to the Company.
The issuance of the Shares and Warrants will be exempt from
registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as
amended, for transactions not involving a public offering provided by Regulation
S promulgated under the Securities Act of 1933, as amended (the Securities
Act). The Companys reliance on Regulation S was based on the fact that
Investor is not a U.S. person as that term is defined in Rule 902(k) of
Regulation S, that it is acquiring the securities for investment purposes for
its own account and not as nominee or agent, and not with a view to the resale
or distribution thereof, and that the Investor understand that the securities
may not be sold or otherwise disposed of without registration under the
Securities Act and any applicable state securities laws, or an applicable
exemption or exemptions therefrom.
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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.
By:
/s/ Neil
Reithinger
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Neil Reithinger
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Chief Financial Officer, Treasurer and Secretary
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December 23, 2016
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