ORGENESIS INC. (OTCMKTS:ORGS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

     On March 30, 2017, Orgenesis Inc. (the “Company”) and Ms. Caplan, the Company’s Chief Executive Officer, entered into an employment agreement replacing an employment agreement entered into on August 22, 2014 between Ms. Caplan and our wholly-owned subsidiary. Under the amended employment agreement, which is to take effect as of April 1, 2017, Ms. Caplan’s annual salary continues at $160,000 per annum, subject to adjustment to $250,000 per annum upon the listing of the Company’s securities on a national securities exchange. Ms. Caplan is also entitled to an annual cash bonus with a target of 25% of base salary, provided that the actual amount of such bonus may be greater or less than the target amount. In addition, Ms. Caplan is to be paid a signing bonus of $150,000.

     Under the amended employment agreement, Ms. Caplan is entitled to the following social benefits typically provided to Israeli employees, computed on the basis of her base salary (i) Manager’s Insurance under Israeli law to which the Company contributes between 6.5 % and 7.5% (and Ms. Caplan contributes an additional 6%) (ii) severance pay under Israeli law to which the Company contributes 8 1/3% (iii) Education fund to which the Company continues to contribute $3,677 a year. In addition, Ms. Caplan is also entitled to paid annual vacation days, annual recreation allowance, sick leave and expenses reimbursement. In addition, we provide Ms. Caplan with a leased company car and a mobile phone.

     Subject to the approval by the shareholders of the 2017 Equity Incentive Plan at Company’s 2017 annual meeting of stockholders and ratification of the compensation committee, under the amended employment agreement Ms. Caplan is entitled to options under such plan for 4,000,000 shares of our common stock, exercisable over a two year period from the date of grant and at the per share exercise price equal to the closing price of our stock on the date of grant.

     Either we or Ms. Caplan may terminate the employment under the Amended Caplan Employment Agreement upon six months prior written notice. Upon termination by us of Ms. Caplan’s employment without cause (as defined therein) or by Ms. Caplan for any reason whatsoever, in addition to any accrued but unpaid base salary and expense reimbursement, she shall be entitled to receive an amount equal to 12 months of base salary at the highest annualized rate in effect at any time before the employment terminates payable in substantially equal installments. Upon termination of by us Ms. Caplan’s employment without cause (as defined in the amended employment agreement) or by Ms. Caplan for any reason following a Change of Control (as defined in the amended employment agreement), in addition to any accrued but unpaid base salary and expense reimbursement, she shall be entitled to receive an amount equal to 18 months of one and a half times annual base salary at the highest annualized rate in effect at any time before the employment terminates payable in substantially equal installments.

     The amended employment Agreement provides for customary protections of the Company’s confidential information and intellectual property.

     
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 0.850 with 5,000 shares trading hands.