As
filed with the Securities and Exchange Commission on July 17, 2024
REGISTRATION
NO. 333 -
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
under
the
SECURITIES
ACT OF 1933
ORGENESIS
INC.
(Exact
Name of Registrant as Specified in Its Charter)
Nevada |
|
98-0583166 |
(State
or Other Jurisdiction |
|
(I.R.S.
Employer |
of
Incorporation or Organization) |
|
Identification
No.) |
20271
Goldenrod Lane
Germantown,
MD 20876
(Address,
Including Zip Code, of Principal Executive Offices)
ORGENESIS,
INC. 2017 EQUITY INCENTIVE PLAN
(Full
Title of the Plan)
Vered
Caplan
President
& Chief Executive Officer
Orgenesis
Inc.
20271
Goldenrod Lane
Germantown,
MD 20876
(480)
659-6404
(Name,
Address and Telephone Number, Including
Area
Code, of Agent For Service)
Indicate
by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
|
Large accelerated filer ☐ |
Accelerated filer ☐ |
|
Non-accelerated filer ☒ |
Smaller reporting company ☒ |
|
|
Emerging growth company ☐ |
If
an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a) (2) B) of the Securities Act. ☐
REGISTRATION
OF ADDITIONAL SHARES
PURSUANT
TO GENERAL INSTRUCTION E
Pursuant
to General Instruction E of Form S-8, the Registrant hereby makes the following statement: This Registration Statement on Form S-8 is
being filed by the Registrant to register an additional 9,000,000 shares of its common stock which, pursuant to an amendment to the Registrant’s
2017 Equity Incentive Plan (the “Plan”), are issuable upon the grant, exercise or vesting of awards under the Plan. These
9,000,000 shares are in addition to the 3,000,000 shares of the Registrant’s common stock which were previously registered pursuant
to the Registrant’s Registration Statement on Form S-8 (Commission File No. 333-242195) filed with the Securities and Exchange
Commission (the “Commission”) on August 7, 2020 (the “Prior Registration Statement”). Pursuant to Instruction
E of Form S-8, the contents of the Prior Registration Statement are hereby incorporated by reference.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Exhibit
Number |
|
Exhibit
Description |
4.1 |
|
Articles of Incorporation, as amended (incorporated by reference to an exhibit to our registration statement on Form S-8, filed on August 7, 2020). |
4.2 |
|
Amended and Restated Bylaws of the Company, as amended dated December 14, 2022 (incorporated by reference to an exhibit to our current report on Form 8-K, filed on December 19, 2022). |
5.1* |
|
Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. as to the legality of shares being registered. |
23.1* |
|
Consent of Kesselman & Kesselman. |
23.2* |
|
Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in Exhibit 5.1). |
24.1* |
|
Power of Attorney (included on the signature page of this Registration Statement). |
99.1 |
|
2017
Equity Incentive Plan, as amended (incorporated by reference to an exhibit to our current report on Form 8-K, filed on June 27, 2024). |
99.2 |
|
Form
of Stock Option Agreement (incorporated by reference to an exhibit to our registration statement on Form S-8, filed on August 7,
2020). |
107* |
|
Calculation of Filing Fee Table. |
*
Filed herewith.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Germantown, Maryland on July 17, 2024.
|
ORGENESIS INC. |
|
|
|
|
By: |
/s/ Vered Caplan |
|
|
Vered Caplan |
|
|
President & Chief Executive
Officer |
Each
person whose signature appears below constitutes and appoints Victor Miller and Evan Fishman, and each of them singly, his/her true and
lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them singly, for him/her and in his/her
name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration
Statement on Form S-8 of Orgenesis Inc., and to file the same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting to the attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act and thing requisite or necessary to be done in or about the premises, as full to all intents and
purposes as he/she might or could do in person, hereby ratifying and confirming all that the attorneys-in-fact and agents or any of each
of them or their substitute may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities
and on the dates indicated.
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/
Vered Caplan |
|
Chief Executive Officer
and Director |
|
July 17, 2024 |
Vered Caplan |
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
/s/
Victor Miller |
|
Chief Financial Officer, Treasurer and Secretary |
|
July 17, 2024 |
Victor Miller |
|
(Principal
Financial Officer and Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/
Yaron Adler |
|
Director |
|
July 17, 2024 |
Yaron Adler |
|
|
|
|
|
|
|
|
|
/s/
Ashish Nanda |
|
Director |
|
July 17, 2024 |
Ashish Nanda |
|
|
|
|
|
|
|
|
|
/s/
Itzhak Vider |
|
Director |
|
July 17, 2024 |
Itzhak Vider |
|
|
|
|
|
|
|
|
|
/s/
Mark Goodman |
|
Director |
|
July 17, 2024 |
Mark Goodman |
|
|
|
|
Exhibit 5.1
|
![](https://www.sec.gov/Archives/edgar/data/1460602/000149315224028116/ex5-1_001.jpg) |
919
Third Avenue
New
York, NY 10022
212
935 3000
mintz.com |
July
17, 2024
Orgenesis
Inc.
20271
Goldenrod Lane
Germantown,
MD 20876
Ladies
and Gentlemen:
We
have acted as legal counsel to Orgenesis Inc., a Nevada corporation (the “Company”), in connection with the preparation and
filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-8 (the “Registration
Statement”), pursuant to which the Company is registering the issuance under the Securities Act of 1933, as amended (the “Securities
Act”), of an additional 9,000,000 shares of the Company’s common stock (the “Shares”), which may be issued pursuant
to the Company’s 2017 Equity Incentive Plan (the “Plan”). This opinion is being rendered in connection with the filing
of the Registration Statement with the Commission.
In
connection with this opinion, we have examined the Company’s Articles of Incorporation, as amended, and Amended and Restated Bylaws,
each as currently in effect; such other records of the corporate proceedings of the Company and certificates of the Company’s officers
as we have deemed relevant; the Plan; and the Registration Statement and the exhibits thereto.
In
our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, the authenticity of the
originals of such copies, and the truth and correctness of any representations and warranties contained therein. In addition, we have
assumed that the Company will receive any required consideration in accordance with the terms of the Plan, as applicable.
Our
opinion is limited to the applicable provisions of the general corporate laws of the State of Nevada and the reported judicial decisions
interpreting those laws, and we express no opinion with respect to the laws of any other jurisdiction. No opinion is expressed herein
with respect to the qualification of the Shares under the securities or blue sky laws of any state or any foreign jurisdiction.
Please
note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters.
This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to
advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or
opinions set forth herein.
Based
upon the foregoing, we are of the opinion that the Shares, when issued and delivered in accordance with the terms of the Plan, will be
validly issued, fully paid and non-assessable.
Boston London Los
Angeles New York San Diego San
Francisco Washington
MINTZ,
LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.
MINTZ |
![](https://www.sec.gov/Archives/edgar/data/1460602/000149315224028116/ex5-1_002.jpg) |
July
17, 2024
|
|
Page 2 |
|
We
understand that you wish to file this opinion with the Commission as an exhibit to the Registration Statement in accordance with the
requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act, and we hereby consent thereto. In giving this
consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or
the rules and regulations of the Commission promulgated thereunder.
|
Very truly yours, |
|
|
|
/s/ Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C. |
|
Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C. |
Exhibit 23.1
![](https://www.sec.gov/Archives/edgar/data/1460602/000149315224028116/ex23-1_001.jpg)
CONSENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the
incorporation by reference in this Registration Statement on Form S-8 of Orgenesis Inc. of our report dated April 15, 2024 relating to
the financial statements, which appears in Orgenesis Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023.
/s/ Kesselman & Kesselman |
Certified Public Accountants (Isr.) |
A member firm of PricewaterhouseCoopers International Limited |
|
Tel
Aviv, Israel
July 17, 2024 |
Kesselman
& Kesselman, Building 25, MATAM, P.O BOX 15084 Haifa, 3190500, Israel, Telephone: +972 -4- 8605000, Fax: +972 -4- 8605001, www.pwc.com/il
Exhibit
107
Calculation
of Filing Fee Table
Form
S-8
(Form
Type)
ORGENESIS
INC.
(Exact
Name of Registrant as Specified in its Charter)
Newly
Registered Securities
Security Type | |
Security Class Title | |
Fee Calculation Rule | |
Amount Registered(1) | | |
Proposed Maximum Offering Price Per Unit(2) | | |
Maximum Aggregate Offering Price | | |
Fee Rate | | |
Amount of Registration Fee | |
Equity | |
Common stock, par value $0.0001 per share (“Common Stock”) | |
Rule 457(c) and Rule 457(h) | |
| 9,000,000 | | |
$ | 0.63 | | |
$ | 5,670,000 | | |
$ | 0.00014760 | | |
$ | 836.90 | |
Total Offering Amounts | | |
$ | 5,670,000 | | |
| | | |
$ | 836.90 | |
Total Fee Offsets | | |
| | | |
| | | |
| — | |
Net Fee Due | | |
| | | |
| | | |
$ | 836.90 | |
(1) |
Pursuant to Rule 416(a)
under the Securities Act of 1933, as amended (“Securities Act”), this Registration Statement shall also cover
any additional shares of the Registrant’s Common Stock that become issuable in respect of the securities identified in the
above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s
receipt of consideration that results in an increase in the number of the outstanding shares of the Registrant’s Common Stock. |
(2) |
Estimated in accordance
with Rules 457(c) and (h) of the Securities Act solely for the purpose of calculating the registration fee based on the average of
the high and low prices of the Registrant’s Common Stock as reported on the Nasdaq Capital Market on July 10, 2024. |
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