ORGS Orgenesis Inc

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. 3)¹

 

Orgenesis, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

68619K303

(CUSIP Number)

September 10, 2024

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐

Rule 13d-1(b)

☒

Rule 13d-1(c)

☐

Rule 13d-1(d)

 

 

1              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 disclosures provided in a prior cover page.

The information required on 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).

 

	1		NAME OF REPORTING PERSON
				JACOB SAFIER
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		CITIZENSHIP OR PLACE OF ORGANIZATION
				UNITED STATES
NUMBER OF				5		SOLE VOTING POWER
SHARES
BENEFICIALLY							516,4072
OWNED BY				6		SHARED VOTING POWER
EACH
REPORTING							-0-
PERSON WITH				7		SOLE DISPOSITIVE POWER
							516,4072
				8		SHARED DISPOSITIVE POWER
							-0-
	9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				516,4072
	10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES															☐
	11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
				9.99%
	12		TYPE OF REPORTING PERSON
				IN

 

² On September 23, 2024, Orgenesis Inc. announced a reverse stock split at a ratio of 1-for-10. The share amounts set forth in this Schedule 13G/A are presented after giving effect to the reverse stock split and include 5,397 shares currently issuable upon exercise of the outstanding warrants and exclude shares issuable upon exercise of the outstanding warrants that are not currently exercisable due to percentage ownership restrictions set forth in the warrants.

	1		NAME OF REPORTING PERSON
				JSAF HOLDINGS, LLC
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		CITIZENSHIP OR PLACE OF ORGANIZATION
				DELAWARE
NUMBER OF				5		SOLE VOTING POWER
SHARES
BENEFICIALLY							311,0103
OWNED BY				6		SHARED VOTING POWER
EACH
REPORTING							-0-
PERSON WITH				7		SOLE DISPOSITIVE POWER
							311,0103
				8		SHARED DISPOSITIVE POWER
							-0-
	9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				311,0103
	10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES															☐
	11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
				6.02%
	12		TYPE OF REPORTING PERSON
				OO

  

³ On September 23, 2024, Orgenesis Inc. announced a reverse stock split at a ratio of 1-for-10. The share amounts set forth in this Schedule 13G/A are presented after giving effect to the reverse stock split.

Item 1(a).

Name of Issuer:

Orgenesis Inc. (the “Issuer”).

Item 1(b).

Address of Issuer’s Principal Executive Offices:

Orgenesis Inc.
20271 Goldenrod Lane
Germantown, MD 20876

Item 2(a).

Name of Person Filing:

Item 2(b).

Address of Principal Business Office or, if None, Residence:

Item 2(c).

Citizenship:

JSAF Holdings, LLC (“JSAF”)
c/o The Wolfson Group
One State Street Plaza, 29^th Floor
New York, NY 10004
Citizenship: United States

Jacob Safier
c/o The Wolfson Group
One State Street Plaza, 29^th Floor
New York, NY 10004
Citizenship: United States

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

Item 2(d).

Title of Class of Securities:

Common Stock, par value $0.0001 per share (the “Shares”).

Item 2(e).

CUSIP Number:

68619K204

Item 3.

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

		/x/	Not applicable.
	(a)	/ /	Broker or dealer registered under Section 15 of the Exchange Act.
	(b)	/ /	Bank as defined in Section 3(a)(6) of the Exchange Act.
	(c)	/ /	Insurance company as defined in Section 3(a)(19) of the Exchange Act.
	(d)	/ /	Investment company registered under Section 8 of the Investment Company Act.
	(e)	/ /	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
	(f)	/ /	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
	(g)	/ /	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
	(h)	/ /	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
	(i)	/ /	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
	(j)	/ /	Non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J).
	(k)	/ /	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

 

Item 4.

Ownership.

(a)

Amount beneficially owned:

On September 23, 2024, the Issuer announced a reverse stock split at a ratio of 1-for-10. The share amounts set forth in this Schedule 13G/A are presented after giving effect to the reverse stock split.

As of September 10, 2024:

JSAF Holdings, LLC beneficially owned 311,010 Shares.

JSAF is the transferee of 311,010 Shares formerly held and transferred by New Dimensions Trading Ltd. (“New Dimensions”). As a result of this transfer, New Dimensions beneficially owns 0 Shares.

Jacob Safier, as the portfolio manager of the Orgenesis investment by JSAF, may be deemed to beneficially own the Shares owned by JSAF and, therefore, may be deemed to beneficially own 516,407 Shares.⁴

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⁴ This number includes 5,397 shares currently issuable upon exercise of certain warrants held by Jacob Safier and excludes shares issuable upon exercise of the warrants which are not currently exercisable due to percentage ownership restrictions set forth in the warrants.

(b)

Percent of class:

The following percentages are based upon 5,169,248 Shares outstanding, which is the total number of Shares reported as outstanding in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2024.

As of September 10, 2024:

JSAF beneficially owned 6.02% of the outstanding Shares.

Jacob Safier may be deemed to beneficially own 9.99% of the outstanding Shares.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:

See Cover Pages Items 5-9.

(ii)

Shared power to vote or to direct the vote:

0 Shares.

(iii)

Sole power to dispose or to direct the disposition of:

See Cover Pages Items 5-9.

(iv)

Shared power to dispose or to direct the disposition of:

0 Shares.

Item 5.

Ownership of Five Percent or Less of a Class.

Not Applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

Item 7.

Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable.

Item 8.

Identification and Classification of Members of the Group.

Not Applicable.

Item 9.

Notice of Dissolution of Group.

Not Applicable.

Item 10.

Certifications.

By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of his or her knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: December 4, 2024

	JSAF Holdings, LLC
	By:	/s/ Jacob Safier
		Name:	Jacob Safier
		Title:	Manager

 

 

	/s/ Jacob Safier
	Jacob Safier

 

Exhibit 99.1

Joint Filing Agreement

The undersigned hereby agree that Amendment No.3 to the Statement on Schedule 13G dated December 4, 2024 with respect to the Common Stock, par value $0.0001 per share, of Orgenesis Inc., a Nevada corporation, and any further amendments thereto executed by each and any of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

Dated: December 4, 2024

	JSAF Holdings, LLC
	By:	/s/ Jacob Safier
		Name:	Jacob Safier
		Title:	Manager

 

 

	/s/ Jacob Safier
	Jacob Safier

 

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