ORGENESIS INC. (OTCMKTS:ORGS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On April 12, 2020, Orgenesis Inc. (\”Orgenesis\” or the \”Company\”) entered into an Asset Purchase Agreement (the \”Purchase Agreement\”) with Tamir Biotechnology, Inc. (\”Tamir\” or \”Seller\”) to which Orgenesis agreed to acquire certain assets and liabilities of 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 use for antiviral therapy (collectively, the \”Purchased Assets and Assumed Liabilities\” and such acquisition, the \”Transaction\”). The Transaction is expected to close during the second quarter of 2020.
The aggregate consideration for the Purchased Assets and Assumed Liabilities consists of (i) 3,400,000 shares of Orgenesis common stock, par value $0.0001 per share (the \”Common Stock\”) (which may be increased to approximately 3,630,000 shares of Orgenesis common stock in certain circumstances for tax purposes) and (ii) up to $3,500,000 in cash, of which (A) $2,625,000 was delivered upon the execution of the Purchase Agreement as an initial deposit and (B) $375,000 was previously delivered to Seller in the form of a bridge loan (such amounts collectively, the \”Initial Deposit\”). The shares of Common Stock to be issued to Seller (the \”Shares\”) shall be distributed pro rata to Seller\’s stockholders that qualify as accredited investors to a plan of liquidation to be effected by Seller following the closing of the Transaction (the \”Closing\”). to a Joinder Agreement to be entered into by the stockholders of Seller that are accredited investors and represent 75% of the shares of Seller capital stock outstanding as of immediately prior to Closing, the holders of at least 5,000 Shares shall be subject to a standstill and lock-up agreement prohibiting transfer or other disposition of the Shares for a period of one year following the Closing and shall be subject to limited dispositions for an additional six months thereafter. The Company has agreed to file a registration statement with the Securities and Exchange Commission covering the resale of the Shares within 90 days following the Closing and shall use its commercially reasonable efforts to cause such registration statement to be declared effective within 90 days of the date of filing.
In the event the Transaction has not closed within 180 days following the date of signing (the \”End Date\”), Orgenesis has the option, in its sole discretion, to elect to restructure the Transaction such that, in lieu of the asset purchase contemplated by the Purchase Agreement, Orgenesis will acquire all of Seller\’s issued and outstanding capital stock via a merger, in which case Orgenesis (or its designated affiliate) and Seller will enter into a definitive acquisition agreement for the purchase of all such Seller capital stock. Upon Orgenesis\’s exercise of the merger option, (i) Seller and its stockholders are required to cooperate in good faith with Orgenesis to convert the Transaction to an equity acquisition in accordance with the Purchase Agreement; and (ii) the End Date is automatically extended 90 days, during which time neither party can terminate the Purchase Agreement on the basis that the End Date has expired.
In the event the Purchase Agreement is terminated (other than due to Orgenesis\’s willful and material breach), the Initial Deposit will be automatically converted at a per share price of $2.25 into shares of Seller capital stock having rights, preferences and privileges of shares of the most senior Seller capital stock outstanding as of the date of such conversion.
The Purchase Agreement contains customary representations, warranties, and covenants of Seller and Orgenesis, which are made solely for the purposes of the Purchase Agreement and as of specific dates, and were solely for the benefit of the parties to the Purchase Agreement. From the date of the Purchase Agreement until the Closing, Seller is required to operate its business in the ordinary course and to comply with certain covenants regarding the operation of the business. Subject to certain limitations, Seller is required to indemnify Orgenesis for losses resulting from breaches of representations and warranties made by Seller in the Purchase Agreement. Ten percent (10%) of the aggregate consideration will be placed in escrow to partially secure the indemnification obligations of Seller. The Closing is subject to customary closing conditions, including, among others, (i) the absence of any governmental order restraining, enjoining or otherwise making illegal the consummation of the transactions contemplated by the Purchase Agreement, (ii) the accuracy of the parties\’ representations and warranties contained in the Purchase Agreement (subject to certain materiality qualifications), (iii) the parties\’ compliance with the covenants and agreements contained in the Purchase Agreement in all material respects, and (iv) the absence of a material adverse effect on Seller.
Dr. David Sidransky, a member of our Board of Directors, is also the Chairman of the Board of Seller. Dr. Sidransky does not own any capital stock or other securities of Seller and will not receive any of the consideration to be received by Seller to the terms of the Purchase Agreement and will not receive any payments out of the consideration to be paid in the Transaction contemplated by the Purchase Agreement.
The foregoing descriptions of the Purchase Agreement and the Transaction do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Purchase Agreement, which is attached hereto as Exhibit 10.1, and incorporated herein by reference in its entirety.
Item 3.02. Unregistered Sales of Equity Securities
The Shares to be issued to the Purchase Agreement disclosed in Item 2.01 above are being 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.
Orgenesis Inc. Exhibit
EX-10.1 2 exhibit10-1.htm EXHIBIT 10.1 Orgenesis Inc.: Exhibit 10.1 – Filed by newsfilecorp.com Execution Version Asset Purchase Agreement by and between Orgenesis Inc. and Tamir Biotechnology,…
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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.
