ORGENESIS INC. (OTCMKTS:ORGS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
Private Placement Offering
On January 20, 2020, Orgenesis Inc. (the \”Company\”), entered into a Securities Purchase Agreement (the \”Purchase Agreement\”) with certain investors (each an \”Investor\” and, collectively, the \”Investors\”), including The Phoenix Insurance Company Ltd. and Sphera Global Healthcare Master Fund, to which the Company agreed to issue and sell, in a private placement (the \”Offering\”), 2,200,000 shares of the Company\’s common stock, par value $0.0001 per share (the \”Common Stock\”), at a purchase price of $4.20 per share (the \”Shares\”) and warrants to purchase up to 1,000,000 shares of Common Stock at an exercise price of $5.50 per share (the \”Warrants\”). The Company expects to receive gross proceeds of approximately $9,240,000 before deducting related offering expenses. The Company intends to use the proceeds of this financing to expand its point-of-care (POCare) cell-therapy platform, which is designed to collect, process and supply therapeutic cells within the patient care setting for various treatments, as well as for general corporate purposes. The Offering is expected to close on or about January 23, 2020, subject to customary closing conditions.
Securities Purchase Agreement
The Purchase Agreement contains representations and warranties of the Company and the Investors, which are typical for transactions of this type. In addition, the Purchase Agreement contains customary covenants on the Company\’s part that are typical for transactions of this type.
Warrants
The Warrants entitle the holders to purchase up to 1,000,000 shares of Common Stock. The Warrants are not exercisable until after six months from the date of issuance and expire three years from the date of issuance. The Warrants have an exercise price of $5.50 per share.
The Shares, Warrants and the shares of Common Stock issuable from time to time upon exercise of the Warrants (the \”Underlying Shares\”) have not been registered under the Securities Act of 1933, as amended (the \”Securities Act\”) and are being issued and sold in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder. Each Investor is acquiring the securities for investment and acknowledged that it is an accredited investor as defined by Rule 501 under the Securities Act. The Shares, Warrants and Underlying Shares may not be offered or sold in the absence of an effective registration statement or exemption from the registration requirements under the Securities Act.
Registration Rights Agreement
In connection with the Purchase Agreement, the Company and the Investors entered into a Registration Rights Agreement (the \”Registration Rights Agreement\”), to which the Company has agreed to register the resale of the Shares and Underlying Shares on a registration statement on Form S-3 (the \”Registration Statement\”) to be filed with the United States Securities and Exchange Commission (the \”SEC\”) within sixty (60) days after the closing of the Offering and to cause the Registration Statement to be declared effective within ninety (90) days after the closing of the Offering (or one hundred and twenty (120) days after the closing of the Offering if the SEC reviews the Registration Statement). If certain of the Company\’s obligations under the Registration Rights Agreement are not met, the Company is required to pay partial liquidated damages to the Investors.
Bean Capital Limited and Mio Capital Ltd. acted as the placement agents for the Offering for which each shall receive a cash fee of $369,600 and warrants to purchase 88,000 shares of Common Stock at an exercise price of $5.50 per share.
The foregoing summaries of the Purchase Agreement, the Warrants and the Registration Rights Agreement do not purport to be complete and are subject to, and qualified in their entirety by, such documents attached as Exhibits 4.1, 10.1 and 10.2, respectively, to this Current Report on Form 8-K, which are incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The information required by this Item 3.02 is included under Item 1.01 of this Current Report on Form 8-K.
Item 8.01. Other Events.
On January 21, 2020, the Company issued a press release announcing the Offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
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.
Orgenesis Inc. Exhibit
EX-4.1 2 exhibit4-1.htm EXHIBIT 4.1 Orgenesis Inc.: Exhibit 4.1 – Filed by newsfilecorp.com THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,…
To view the full exhibit click here
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.