ORGENESIS INC. (OTCMKTS:ORGS) Files An 8-K Entry into a Material Definitive Agreement
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 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registration.

The information included in Item 3.02 of this Form 8-K is hereby incorporated by reference into this Item 2.03.

Item 3.02. Unregistered Sales of Equity Securities.

Orgenesis Inc. (the “Company”) and an institutional investor (the “Investor”) entered into definitive agreements as of January 26, 2017 for the purchase by the Investor of Units (as defined below) of the Company’s securities for aggregate subscription proceeds to the Company of $16,000,000 (the “Subscription Proceeds”) payable on a periodic basis through August 2018. Each Unit is comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and a warrant, exercisable over a three-year period from the date of issuance, to purchase one additional share of Common Stock at a per share exercise price of $0.52 (the “Investor Warrants”). On February 16, 2017, the Investor and the Company closed on the initial payment of $1,000,000 of the Subscription Proceeds and, in connection therewith, the Company issued to the Investor 1,923,077 shares of the Company’s Common Stock and (ii) Investor Warrants to purchase up to an additional 1,923,077 shares of the Company’s Common Stock. Each payment of Subscription Proceeds is to be evidenced by the Company’s standard subscription agreement. Once fully paid in, the Company will issue to the investor an aggregate total of 30,769,231 shares of Common Stock and Investor Warrants to purchase an identical number of shares at a per share exercise price of $0.52.

The Investor is entitled to designate one member to serve on the Company’s board of directors, reasonably acceptable to the Company (the “Board Designee”) for an initial two-year period and thereafter so long as the Investor holds at least 10% of the Company’s outstanding Common Stock. The Investor’s right to designate the Board Designee is subject to the payment in full as provided in the definitive agreements of the remaining Subscription Proceeds. The Investor was granted piggyback registration rights in respect of the Common Stock underlying the Investor Warrants and the Common Stock issued as part of the Units.

The proceeds of the above financings will be utilized for the Company’s working capital purposes.

These securities were not registered under the Securities Act of 1933, as amended (the “Securities Act”), but qualified for exemption under Section 4(a)(2) of the Securities Act and Regulation S promulgated thereunder. The securities were exempt from registration under Section 4(a)(2) of the Securities Act and Regulation S because the issuance of such securities by the Company did not involve a “public offering,” as defined in Section 4(a)(2) of the Securities Act, the Investor’s representations that it is not a U.S. Person as that term is defined in Rule 902(k) of Regulation S, and that it is acquiring the securities for its own account for investment purposes and not as nominee or agent, and not with a view to the resale or distribution thereof, and that the Investor understands 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 therefrom.

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.

ORGENESIS INC. (OTCMKTS:ORGS) Recent Trading Information

ORGENESIS INC. (OTCMKTS:ORGS) closed its last trading session 00.000 at 0.840 with 40,259 shares trading hands.