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 OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On May 10, 2017, Orgenesis Inc. (the “Company”) and Ms. Vered Caplan, the Company’s Chief Executive Officer, entered into an amendment (the “Amendment”) to the Executive Employment Agreement dated as of March 30, 2017 (the “Original Employment Agreement”). Under the Amendment, subject to the approval by the Company’s shareholders of the 2017 Equity Incentive Plan (the “2017 Plan”) at the Company’s 2017 annual meeting of stockholders scheduled to be held on May 11, 2017 and subject further to the ratification of the compensation committee, Ms. Caplan is entitled to a grant under the 2017 of options (the “Initial Option”) to purchase 1,000,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at a per share exercise price equal to the Fair Market Value (as defined in the 2017 Plan) of the Company’s Common Stock on the date of grant. The Amendment further provides that beginning in fiscal 2018, subject to approval by the compensation committee, Ms. Caplan is entitled to an additional option (the “Additional Option”; together with the Initial Option, the “Options”) under the 2017 Plan for up to 3,000,000 shares of common stock of the Company to be awarded in such amounts per fiscal year as shall be consistent with the Plan, in each case at a per share exercise price equal to the Fair Market Value (as defined in the Plan) of the Company’s common stock on the date of grant.
The Initial Option shall vest in two equal tranches upon the six and twelfth month anniversary of the grant date. The Additional Option shall vest in tranches of 500,000 shares every six months from the date of grant, provided that Executive remains employed by Company on the vesting date; provided, further, however, that the Options shall vest fully immediately prior to a Change of Control (as defined in the 2017 Plan),or as otherwise provided for in the 2017 Plan.
Except as modified by the Amendment, in all other respects the terms and conditions of the Original Employment Agreement continue in full force and effect.
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 down -0.011 at 0.739 with 10,000 shares trading hands.