• SEC Filings

On April 23, 2020, Orgenesis Inc. (the \”Company\”) completed its previously announced acquisition (the \”Acquisition\”) of certain assets and liabilities of Tamir Biotechnology, Inc. (\”Tamir\”) related to the discovery, development and testing of therapeutic products for the treatment of diseases and conditions in humans, including all rights to ranpirnase and its use for antiviral therapy, to an Asset Purchase Agreement, dated as of April 12, 2020 (the \”Asset Purchase Agreement\”) by and between the Company and Tamir. The Company\’s entry into the Asset Purchase Agreement was previously announced in a Current Report on Form 8-K filed with the Securities and Exchange Commission on April 13, 2020 (the \”Prior 8-K\”).

The Acquisition closed upon the occurrence of the closing conditions contained in the Asset Purchase Agreement. As aggregate consideration for the Acquisition, the Company paid $2,462,042.66 in cash and issued an aggregate of 3,400,000 shares (the \”Shares\”) of Company common stock, par value $0.0001 per share (the \”Common Stock\”) to Tamir, of which $58,938.62 and 340,000 Shares will be held in an escrow account for a period of 18 months from closing to secure indemnification obligations of Tamir to the terms of the Asset Purchase Agreement.

The foregoing description of the Asset Purchase Agreement and the Acquisition is not complete and is subject to and qualified in its entirety by reference to the full text of the Asset Purchase Agreement, which was attached as Exhibit 10.1 to the Prior 8-K and the terms of which are incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities

The Shares issued to the Asset Purchase Agreement disclosed in Item 2.01 above were issued in reliance upon the exemption from registration to Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D promulgated thereunder.

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.

* to Item 601(b)(2) of Regulation S-K promulgated by the SEC, certain exhibits and schedules to this agreement have been omitted. The Company hereby agrees to furnish supplementally to the SEC, upon its request, any or all of such omitted exhibits or schedules.

About ORGENESIS INC. (OTCMKTS:ORGS)

Orgenesis Inc. is a regenerative therapy company. The Company operates through two segments: Contract Development and Manufacturing Organization (CDMO) and Cellular Therapy Business (CTB). The CDMO activity is operated by the Company’s subsidiary, MaSTherCell SA, which specializes in cell therapy development for advanced medicinal products. MaSTherCell is providing two types of services to its customers: process and assay development services and good manufacturing practice (GMP) contract manufacturing services. The CTB activity is based on its technology that demonstrates the capacity to induce a shift in the developmental fate of cells from the liver and differentiating (converting) them into pancreatic beta cell-like insulin producing cells for patients with Type I Diabetes. It intends to advance a product that combines cell-based therapy and regenerative medicine, Autologous Insulin Producing (AIP) cells, into clinical development.