false
0001460602
0001460602
2024-10-31
2024-10-31
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 31, 2024
ORGENESIS
INC.
(Exact name of registrant as specified in its charter)
Nevada
|
|
001-38416
|
|
98-0583166
|
(State
or other jurisdiction
|
|
(Commission File |
|
(IRS
Employer |
of incorporation |
|
Number) |
|
Identification
No.) |
20271
Goldenrod Lane, Germantown, MD 20876
(Address of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (480) 659-6404
Not
Applicable
(Former name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12) |
|
|
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b)) |
|
|
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock |
|
ORGS
|
|
*
|
*
On October 17, 2024, the Nasdaq Stock Market (“Nasdaq”) notified Orgenesis Inc. (the “Company”) that it plans
to file a notification of removal from listing (Form 25) with the Securities and Exchange Commission (the “SEC”) to delist
the Company’s common stock from Nasdaq upon the completion of all applicable procedures. After the Form 25 is filed by Nasdaq,
the delisting will become effective 10 days later. The deregistration of the Company’s common stock under Section 12(b) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), will occur 90 days following the filing of the Form 25,
or such shorter period as the SEC may determine. Upon deregistration of the Company’s common stock under Section 12(b) of the Exchange
Act, the Company’s common stock will remain registered under Section 12(g) of the Exchange Act. The Company’s common stock
began trading on the OTCQX operated by the OTC Markets Group, Inc. beginning on October 21, 2024.
Indicate
by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b -2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by checkmark 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 13(a) of the Exchange Act. ☐
Item
1.01 Entry into a Material Definitive Agreement.
Amendment
to Loan Agreement with Yehuda Nir
On
October 31, 2024, Koligo Therapeutics Inc. (“Koligo”), a subsidiary of Orgenesis Inc. (the “Company”), entered
into a loan extension agreement (the “Nir Extension Agreement”) to the loan agreement with Yehuda Nir ( “Nir”),
Koligo and the Company, which extended the maturity date of the loan under their loan agreement (as described below) to November
30, 2024. The aggregate principal amount of the loan outstanding was $2,049,315 with interest of 8% per annum (based on a 365-day year)
and which was payable on or before October 3, 2024. In consideration for the extension, (i) the
Company agreed to issue a warrant to Nir for the right to purchase 200,000 shares of common stock, at an exercise price per share of
$1.03 per share, which is exercisable until one year from the new maturity date of the loan (the “Nir Warrant”) and (ii)
the Company agreed to reduce the exercise price of warrants to purchase an aggregate of 331,327 shares of common stock held by Nir to
$1.03 per share.
The
Nir Extension Agreement related to an 8% loan dated July 3, 2024 of which $2,049,315 principal amount plus interest is outstanding.
The
foregoing summaries of the Nir Extension Agreement and the Nir Warrant do not purport to be complete and are subject to, and qualified
in their entirety by, the form of Nir Extension Agreement attached as Exhibit 10.1 to this Current Report on Form 8-K, which are incorporated
herein by reference.
Loan
Agreement with Yehuda Nir
On
October 31, 2024, Koligo entered into a loan agreement (the “Loan Agreement”) with Nir, pursuant to which Nir agreed to loan
Koligo $500,000 (the “Loan”) with an effective date of October 22, 2024 (the “Effective Date”). The Loan shall
bear annual 10% simple interest and shall become due and payable no later than 90 days after the receipt of the amount of the Loan, subject
to extension at the discretion of Nir. The Loan may be prepaid by Koligo in whole or in part at any time without the prior written approval
of Nir.
As
partial consideration for the entry into of the Loan Agreement, the Company agreed to issue to Nir a warrant to purchase 485,437 shares
of common stock of the Company at an exercise price of $1.03 per share, which shall be exercisable for a period of 12 months from the
Effective Date. If Koligo fails to pay timely the amounts due under the Loan on the maturity date, the Company shall issue to Nir an
additional warrant to purchase 485,437 shares of common stock of the Company at an exercise price of $1.03 per share, which shall be
exercisable for a period of 12 months from the Effective Date. Such warrants shall be in the form of the Nir Warrant.
The
Loan Agreement contains certain specified events of default, the occurrence of which would entitle Nir to immediately demand repayment
of all Loan obligations. Such events of default include, among others, the commencement of bankruptcy or insolvency proceedings against
Koligo, breaches of any covenants or representations and warranties by Koligo in any material respect, failure to make payments under
the Loan Agreement when due, and if the Company replaces its current Chief Executive Officer with another appointee without the express
written confirmation of Nir.
The
foregoing summary of the Loan Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full
text of such document attached as Exhibit 10.2 to this Current Report on Form 8-K, which is incorporated herein by reference.
Promissory
Note
On
November 4, 2024, Orgenesis Maryland LLC (“Orgenesis Maryland”), a subsidiary of the Company, entered into a promissory
note (the “Note”) with Jacob Safier (the “Lender”), pursuant to which the Lender agreed to loan Orgenesis Maryland
$250,000 (the “Loan Amount”). The Loan Amount shall bear interest at a rate of 10% per annum (based on a 365-day year) and
shall become due and payable on December 31, 2024. The Loan Amount plus accrued interest may be prepaid by Orgenesis Maryland in whole
or in part at any time without the prior written approval of the Lender.
If
Orgenesis Maryland, the Company or any subsidiary of the Company completes a transaction or series of related transactions pursuant to
which Orgenesis Maryland, the Company or any subsidiary of the Company issues and sells any of its equity securities following the date
of the Note for an aggregate gross proceeds of at least $15 million, the Note holder may require repayment in full of the then outstanding
principal amount and all accrued and unpaid interest on the Note.
As
partial consideration for the entry into of the Note, the Company agreed to issue to Lender five-year warrants to purchase an aggregate
of 242,718 shares of common stock of the Company at an exercise price of $1.03 per share (the “Safier Warrant”). If Orgenesis
Maryland fails to pay timely the amounts due under the Note on the maturity date, the Company shall issue to Lender additional five-year
warrants to purchase an aggregate of 242,718 shares of common stock of the Company at an exercise price of $1.03 per share. As further
consideration for the entry into of the Note, the Company shall reduce the exercise price of outstanding warrants to purchase an aggregate
of 121,360 shares of common stock held by the Lender from $10.30 to $1.03 per share.
The
Note contains certain specified events of default, the occurrence of which would entitle the Lender to immediately demand repayment of
all obligations under the Note. Such events of default include, among others, the commencement of bankruptcy or insolvency proceedings
against Orgenesis Maryland, breaches of any agreements under the Note after a cure period, and failure to make payments under the Note.
The
foregoing summary of each of the Note and the form of Safier Warrant described herein does not purport to be complete and is subject
to, and qualified in its entirety by, the full text of each such document attached as Exhibit 10.3 to this Current Report on Form 8-K,
which is incorporated herein by reference.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information required by this Item 2.03 is included under Item 1.01 of this Current Report on Form 8-K.
Item
3.02. Unregistered Sales of Equity Securities.
Each
of the Nir Warrant and the Safier Warrant and the shares of Common Stock issuable upon exercise
of such warrants have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and shall
be exempt from registration under Section 4(a)(2) of the Securities Act as a transaction not involving a public offering. The information
contained in Item 1.01 above is hereby incorporated by reference into this Item 3.02.
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.
Exhibit
No. |
|
Description |
10.1 |
|
Loan Extension Agreement, dated as of October 31, 2024, by and between Koligo Therapeutics, Inc., the Company and Yehuda Nir * |
10.2 |
|
Loan Agreement, dated as of October 31, 2024, by and between Koligo Therapeutics, Inc., the Company and Yehuda Nir * |
10.3 |
|
Promissory
Note, dated as of November 4, 2024, by and between Orgenesis Maryland LLC, the Company and Jacob Safier * |
104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
|
|
|
|
|
*
Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish
supplementally a copy of any omitted attachment to the SEC upon request. |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
ORGENESIS
INC. |
|
|
|
Date:
November 5, 2024 |
By:
|
/s/
Victor Miller |
|
|
Victor
Miller |
|
|
Chief
Financial Officer, Treasurer and
Secretary |
Exhibit
10.1
Loan
Extension Agreement
This
Loan Extension Agreement (“Extension”) is entered into as of October 31, 2024, to be effective October 3, 2024 (the
“Effective Date”), by and between Koligo Therapeutics Inc, (“Borrower”), Orgenesis Inc (“ORGS”)
and Yehuda Nir (“Lender”). Borrower and Lender may each be referred to herein as a “Party,”
and collectively as the “Parties”.
WHEREAS:
Lender and Borrower are parties that certain Loan Agreement dated July 3, 2024, pursuant to which Lender has lent the principal amount
of US $2,000,000 to Borrower (the “Loan Agreement”) attached hereto as Exhibit B; and
NOW
THEREFORE, the Parties hereby agree as follows:
| 1.1 | The
maturity dates of the Loan Agreement will be extended to November 30, 2024. All references
in the Loan Agreement to Maturity Date shall now mean November 30, 2024. |
| | |
| 1.2 | The
principal Loan Amount as of the Effective Date is US $ 2,049,315 (the “Loan
Amount”) and all interest calculations as of the Effective date shall be in accordance
with this updated Loan Amount. |
| | |
| 1.3 | Lender
will be awarded warrants to purchase 200,000 Common shares of ORGS at a price of $1.03, such
warrant to expire one year after the Maturity date. |
| | |
| 1.4 | The
Exercise Price of the Warrants listed in EXHIBIT A of this Agreement are hereby
changed to US $1.03. All references in the Warrants to Exercise Price shall now mean
US $1.03. |
| | |
| 1.5 | For
the avoidance of doubt, following ORGS’s 1-for-10 reverse stock split of its common
stock dated September 23, 2024, the number of Common Shares available for Lender to purchase
pursuant to the warrants agreements listed in EXHIBIT A is changed from the number
specified on the Warrant agreements to the quantity as per Exhibit A of this
Agreement |
| 2.1 | The
Loan Agreement is hereby amended only to the extent necessary to give full effect to this
Extension. Unless expressly specified herein, all other terms and conditions specified in
the Loan Agreement shall apply and shall remain in full force and effect. Capitalized terms
used not defined herein shall have the meaning ascribed to them in the Loan Agreement. In
the event of any conflict between the terms of this Extension and the terms of the Loan Agreement,
the terms of this Extension shall prevail. |
| | |
| 2.2 | This
Extension may be executed in any number of counterparts, including in facsimile and scanned
format, each of which shall be deemed an original and enforceable against the Party actually
executing such counterpart and all of which together shall constitute one and the same instrument. |
IN
WITNESS WHEREOF, the Parties have executed this Loan Extension Agreement, as of the date first above written.
THE
LENDER:
KOLIGO
THERAPEUTICS INC.
/s/ Vered Caplan |
|
Name: |
Vered Caplan |
|
Title: |
Chief
Executive Officer
|
|
ORGENESIS
INC agrees to the terms of this agreement
/s/ Vered Caplan |
|
Name: |
Vered Caplan |
|
Title: |
Chief Executive Officer |
|
Exhibit
10.2
LOAN
AGREEMENT
THIS
LOAN AGREEMENT (this “Agreement”) is made as of October 31, 2024, to be effective the 22nd day of October, 2024 (“Effective
Date”), by and between Yehuda Nir, having an address at 14 Moshe Lerer Street, Nes Ziona, Israel (“Lender”),
and Koligo Therapeutics INC., a Kentucky, USA company (“Borrower”) a wholly owned subsidiary of Orgenesis
Inc. a Nevada, USA company (“ORGS”), (Lender together with Borrower, each a “Party” and together,
the “Parties”).
WHEREAS,
Lender desires to provide financing by way of a loan to the Borrower to be used by the Borrower for working capital and ongoing operations,
and the Borrower desires to receive such financing to be used by the Borrower for working capital and ongoing operations;
NOW,
THEREFORE, in consideration of the premises and the mutual covenants herein contained, and other good and valuable consideration
the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:
1.
Funding. Lender has committed to provide financing in form of a loan in the amount of US$500,000, under the terms of this Agreement,
(the “Loan Amount”) in accordance with the terms hereof.
2.
Loan; Closing.
(a)
Terms of Loan. The Lender shall lend the Loan Amount to the Borrower, and the Borrower shall borrow the Loan Amount from the Lender.
The Loan Amoun shall bear annual 10% simple interest and shall become due and payable no later than 90 days from the Effective
Date. The Loan Amount may be prepaid by the Borrower in whole or in part at any time without the prior written approval of the Lender.
As partial consideration for the loan to Borrower, ORGS shall issue to the Lender a warrant to purchase 485,437 shares of common
stock of ORGS at an exercise price of $1.03 per share, exercisable for a period of twelve months from the Effective Date (the
“Warrant”), in the form attached hereto as Exhibit A. In the event that the loan is not repaid to Lender
by December 31, 2024, ORGS shall issue an additional warrant to purchase 485,437 shares of common stock of ORGS at an exercise
price of $1.03 per share, exercisable for a period of twelve months from the Effective Date (the “Warrant”).
(b)
The Closing. The closing of the loans shall take place on or after the Effective Date, or such other date, time and place as the
Lender and the Borrower shall agree upon in writing (the “Closing”). At the Closing, the Lender and the Borrower shall each
deliver a fully executed version of this Agreement to the other Party. Following the Closing, the Lender shall transfer to the Borrower
the Loan Amount by wire transfer, to the bank account of the Borrower in accordance with wiring instructions provided by the Borrower
to the Lender.
3.
Use of Proceeds. The Borrower shall use the Loan Amount to fund its working capital and financing needs (the “Purpose”).
4.
Events of Default.
(a)
The following shall constitute events of default (each an “Event of Default”):
i.
filing of a petition in bankruptcy or the commencement of any proceedings under any bankruptcy laws by or against the Borrower, which
filing or proceeding, is not dismissed within sixty (60) days after the filing or commencement thereof, or if the Borrower shall completely
cease or suspend the conduct of its usual business or if the Borrower shall become, insolvent and admits in writing that it is unable
to pay its debts or liabilities as they fall due;
ii.
breaches any material covenant by the Borrower (other than a payment covenant) which is not cured within 30 days of receipt of written
notice of such breach;
iii.
an order, judgment or decree shall be entered, without the application, approval or consent of the Borrower by any court of competent
jurisdiction, approving a petition seeking reorganization of the Borrower or appointing a receiver, trustee or liquidator of the Borrower
or of all or a substantial part of its assets, and such order, judgment or decree shall continue unstayed and in effect for any period
of ninety (90) consecutive days;
iv.
Borrower fails to repay principal when due and such failure continues for ten business days of the Borrower’s receipt of written
notice from the Lender; or
v.
ORGS replaces its current Chief Executive Officer with another appointee without the express written confirmation of the Lender.
(b)
If, at any time, an Event of Default shall occur, all obligations under this Agreement shall become immediately due and payable without
presentment, demand or protest, all of which are hereby waived by the Borrower.
5.
Representations and Warranties. The Borrower represents and warrants to the Lender (and to the extent identified below, the Lender
represents and warrants to the Borrower) as follows:
(a)
The Borrower is duly formed, validly existing and in good standing under the laws of the State of Israel. The Borrower has full power
and authority to consummate the transactions contemplated hereunder, and the consummation of such transactions and the performance of
this Agreement by the Borrower does not violate the provisions of any applicable law, and will not result in any material breach of,
or constitute a material default under any agreement or instrument to which the Borrower is a party or under which the Borrower is bound.
(b)
The execution and performance of this Loan Agreement by the Borrower has been duly authorized by all necessary actions. This Loan Agreement
has been duly executed and delivered by the Borrower and the Lender and this Loan Agreement is the legal, valid, and binding obligation
of the Borrower and the Lender, and is fully enforceable against the Borrower and the Lender according to its terms.
(c)
There is no existing lien, encumbrance, security interest, indebtedness, mortgage or third party rights of any kind that are, or could
be, ranked senior in nature to the outstanding loan amount other than any lien arising by operation of law.
6.
Waiver; Non-Negotiable. The Borrower, for itself and each of its legal representatives, hereby waives presentment for payment,
demand, right of setoff, notice of nonpayment, notice of dishonor, protest of any dishonor, notice of protest and protest of this Agreement,
and all other notices in connection with the delivery, acceptance, performance, default or enforcement of the obligations under this
Agreement. This Agreement is non-negotiable.
7.
No Security Interest. At all times, the outstanding loan amount shall rank, and shall be deemed, pari passu or senior to any and
all indebtedness of the Borrower unless otherwise subordinated by the Lender in writing in the Lender’s sole and absolute discretion.
The Borrower hereby agrees, covenants and undertakes not to permit any indebtedness, lien, encumbrance, mortgage or third party right
of any kind to become senior to the outstanding loan amount other than any lien arising by operation of law and the ordinary course of
business.
8.
Further Assurances. The Parties shall perform such further acts and execute such further documents as may reasonably be necessary
to carry out and give full effect to the provisions of this Agreement.
9.
Miscellaneous.
(a)
Entire Agreement; Amendments. This Agreement constitutes the entire understanding of the Parties hereto with respect to the subject
matter hereof and supersedes all prior written and oral understandings of such Parties with regard thereto. This Agreement may be modified,
amended, or any term hereof waived with the written consent of the Borrower and the Lender. Any amendment effected in accordance with
this Section 9(a) shall be binding upon all Parties and their respective successors and assignees.
(b)
Governing Law; Jurisdiction. This Loan Agreement shall be governed by and construed according to the laws of the State of Israel
without regard to the conflict of laws provisions thereof. In the event of any dispute and/or claim arising out of and/or in relation
to this Agreement (“Dispute”), the Parties agree to make a good faith attempt to negotiate an amicable resolution
of such Dispute. If any such Disputes cannot be resolved by the Parties within a period of forty-five (45) days following the first receipt
by a Party of written notice of such Dispute form the other Party, such Dispute shall be brought exclusively to the competent court in
Tel-Aviv-Jaffa, and the parties irrevocably consent to the personal jurisdiction and venue therein.
(c)
Notices. All notices and other communications required or permitted hereunder to be given to a Party to this Loan Agreement shall
be in writing and shall be telecopied or mailed by registered or certified mail, postage prepaid, or otherwise delivered by hand or by
messenger. Any notice sent in accordance with this Loan Agreement shall be effective (i) if mailed, seven (7) business days after mailing
to the address set forth each Party’s signature below, (ii) if sent by messenger, upon delivery, and (iii) if sent via email, upon
transmission and electronic confirmation of receipt or (if transmitted and received on a non-business day) on the first business day
following transmission and electronic confirmation of receipt.
(d)
Assignment; Waiver. This Loan Agreement may not be assigned by the Borrower without the prior written consent of the Lender. The
Lender may assign this Loan Agreement without the prior written consent of the Borrower. This Loan Agreement shall be binding upon the
successors, assigns and representatives of each Party. No delay or omission to exercise any right, power, or remedy accruing to any Party
upon any breach or default under this Loan Agreement, shall be deemed a waiver of any other breach or default theretofore or thereafter
occurring. All remedies, either under this Loan Agreement or by law or otherwise afforded to any of the Parties, shall be cumulative
and not alternative.
(e)
Severability. If any provision of this Loan Agreement is held by a court of competent jurisdiction to be unenforceable under applicable
law, then such provision shall be excluded from this Loan Agreement and the remainder of this Loan Agreement shall be interpreted as
if such provision were so excluded and shall be enforceable in accordance with its terms; provided, however, that in such event this
Loan Agreement shall be interpreted so as to give effect, to the greatest extent consistent with and permitted by applicable law, to
the meaning and intention of the excluded provision as determined by such court of competent jurisdiction.
(f)
Counterparts. This Loan Agreement may be executed in any number of counterparts, each of which shall be deemed an original but
all of which together shall constitute one and the same instrument.
[Remainder
of Page Intentionally Left Blank]
IN
WITNESS WHEREOF, the Parties have executed this Loan Agreement as of the date first above written.
LENDER
Yehuda
Nir
THE
BORROWER
Koligo
Therapeutics Inc.
By: |
/s/ Vered Caplan |
|
Name: |
Vered Caplan |
|
Title: |
Authorized signatory |
|
Address: 2113 State Street New Albany, IN 47150, USA |
Orgenesis
Inc.
By:
|
/s/ Vered
Caplan |
|
Name: |
Vered Caplan |
|
Title: |
CEO |
|
Address: 20271 Goldenrod Lane, Germantown ,MD 20876, USA |
[Signature
page to the Loan Agreement between Yehuda Nir. and Koligo Therapeutics INC.]
Exhibit
10.3
PROMISSORY
NOTE
$250,000 November
4, 2024
FOR
VALUE RECEIVED, Orgenesis Maryland, LLC, a Maryland limited liability company (the “Borrower”) and wholly-owned subsidiary
of Orgenesis Inc. (“Orgenesis”), hereby promises to pay to the order of Jacob Safier, or his successors or assigns
(the “Holder”), the principal sum of TWO HUNDRED AND FIFTY THOUSAND US DOLLARS (US$250,000) in the manner provided
in this Promissory Note (this “Note”).
1.
Principal. The Borrower shall pay the Holder the entire outstanding principal balance, together with all other amounts owing hereunder,
in full on the earlier of (i) December 31, 2024 (“Effective Date”) (ii) as described in Section 4 below, if not paid earlier
as required or permitted hereby.
2.
Interest. Interest on this Note shall accrue at a rate of ten (10%) percent per annum. Interest shall be computed on the basis
of a 365-day year for the actual number of days elapsed.
3.
Prepayment. The outstanding principal balance of this Note may be prepaid in full or in part in cash at any time, without premium,
penalty or discount.
4.
Repayment. If the Borrower, its parent company Orgenesis or any other subsidiary of Orgenesis completes a transaction or series
of related transactions pursuant to which the Borrower, Orgenesis or any subsidiary of Orgenesis issues and sells any of its equity securities
following the date of this Note for an aggregate gross proceeds of at least $15 million (for clarity this excludes the recent investment
from India), the Holder may require repayment in full of the then outstanding principal amount and all accrued and unpaid interest on
this Note.
5.
Warrants. As partial consideration for the entry into this Note, Orgenesis shall issue on the date first written above to Holder
five-year warrants to purchase an aggregate of 242,718 shares of common stock of Orgenesis at an initial exercise price of $1.03 per
share, in the form attached as Exhibit A hereto. If the Borrower fails to pay timely the amounts due in accordance Section 1 of
this Note, Orgenesis shall issue to Holder additional five-year warrants to purchase an aggregate of 242,718 shares of common stock of
Orgenesis at an initial exercise price of $1.03 per share, in the form attached as Exhibit A hereto.
6.
Outstanding Warrant Adjustment. As further consideration for the entry into this Note, Orgenesis shall adjust the exercise price
of the outstanding warrants listed below to $1.03 per share effective upon execution of this agreement. Such adjustment shall apply for
any additional shares issued per the agreements related to the warrants listed below for late repayment.
WARRANT | |
HOLDER | |
Amount | | |
INITIAL
EXERCISE PRICE | | |
ADJUSTED
EXERCISE PRICE | |
W
- 447 | |
Jacob
Safier | |
| 97,088 | | |
| 10.30 | | |
| 1.03 | |
W
- 450 | |
Jacob
Safier | |
| 24,272 | | |
| 10.30 | | |
| 1.03 | |
| |
| |
| 121,360 | | |
| | | |
| | |
7.
Representations and Warranties of the Borrower. The Borrower hereby makes the representations and warranties set forth below to
the Holder that as of the date of its execution of this Note:
7.1
Due Authorization. The Borrower represents and warrants that (i) the execution and delivery of this Note by it and the consummation
by it of the transactions contemplated hereby have been duly authorized by all necessary action on its behalf and (ii) this Note has
been duly executed and delivered by the Borrower and constitutes the valid and binding obligation of the Borrower, enforceable against
it in accordance with its terms.
7.2
No Conflicts. The execution, delivery and performance of this Note by the Borrower and the consummation by the Borrower of the transactions
contemplated hereby do not and will not: (i) conflict with or violate any provision of the Borrower’s organizational or charter
documents, or (ii) conflict with or result in a violation of any agreement, law, rule, regulation, order, judgment, injunction, decree
or other restriction of any court or governmental authority which would interfere with the ability of the Borrower to perform its obligations
under this Note.
8.
Representations and Warranties of the Holder. The Holder hereby makes the representations and warranties set forth below to the
Borrower that as of the date of its execution of this Note:
8.1
Due Authorization. The Holder represents and warrants that (i) the execution and delivery of this Note by it and the consummation
by it of the transactions contemplated hereby have been duly authorized by all necessary action on its behalf and (ii) this Note has
been duly executed and delivered by the Holder and constitutes the valid and binding obligation of the Holder, enforceable against it
in accordance with its terms.
8.2
No Conflicts. The execution, delivery and performance of this Note by the Holder and the consummation by the Holder of the transactions
contemplated hereby do not and will not: (i) conflict with or violate any provision of the Holder’s organizational or charter documents,
or (ii) conflict with or result in a violation of any agreement, law, rule, regulation, order, judgment, injunction, decree or other
restriction of any court or governmental authority which would interfere with the ability of the Holder to perform its obligations under
this Note.
8.3
Accredited Investor. By its signature below, the Holder hereby represents and warrants that it is an “accredited investor”
as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended.
9.
Events of Default. Any of the following acts, conditions, events or occurrences shall constitute an event of default hereunder
(“Event of Default”):
9.1
the Borrower shall fail to pay when due any principal or interest hereunder and fails to cure such breach within fifteen days after
notice thereof is provided by the Holder;
9.2
the Borrower shall breach any agreement contained in this Note and fails to cure such breach within fifteen days after notice thereof
is provided by the Holder;
9.3
(i) the commencement by the Borrower of a voluntary case under the bankruptcy code of the United States (the “Bankruptcy
Code”) or any foreign, federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or (ii) the
consent by the Borrower to the entry of an order for relief in an involuntary bankruptcy or similar case, or to the conversion of an
involuntary case to a voluntary case, under any such law, or (iii) the consent by the Borrower to the appointment of, or the taking of
possession by, a receiver, trustee or other custodian for all or a substantial part of its properties, or (iv) the making by the Borrower
of any assignment for the benefit of creditors, or (v) the admission by the Borrower in writing of its inability to pay its debts as
such debts become due or the Borrower otherwise becomes insolvent; or
9.4
(i) the entry by a court of a decree or order for relief with respect to the Borrower in an involuntary case under the Bankruptcy
Code or any applicable foreign, federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, which decree
or order is not stayed or dismissed within 60 days of the entry thereof, or (ii) the entry by a court of a decree or order for the appointment
of a receiver, liquidator, sequestrator, trustee, custodian or other person having similar powers over the Borrower or over all or a
substantial part of its properties; or
9.5
the Borrower or Orgenesis defaults under or fails to perform with respect to one or more material obligations regarding outstanding
indebtedness other than this Note and fails to cure such default(s) or failure(s) to perform within five (5) days of the receipt of written
notice of such default(s) or failure(s) to perform.
10.
Remedies.
10.1
Remedies. In the event of an occurrence of any Event of Default, or at any time thereafter until such Event of Default is cured or
waived to the written satisfaction of the Holder, the Holder may by notice in writing to the Borrower declare the entire principal amount
of this Note, together with all other amounts owing hereunder, to be immediately due and payable without presentment, demand, protest,
notice of protest or other notice of dishonor of any kind, all of which are waived by the Borrower; provided, that upon the occurrence
of an Event of Default under Section 8.3, the entire unpaid principal amount of this Note then outstanding and all interest accrued
and unpaid thereon will be immediately due and payable without presentment, demand, protest or notice of any kind. The Borrower agrees
to pay on demand all reasonable costs and expenses, including attorney fees, incurred by the Holder in connection with the collection
of this Note.
10.2
No Waiver; Remedies Cumulative. No failure or delay on the part of the Holder in exercising any right, power or remedy under this
Note shall operate as a waiver thereof; nor shall any single or partial exercise of any such right, power or remedy preclude any other
or further exercise thereof or the exercise of any other right, power or remedy under this Note. The remedies herein are cumulative and
not exclusive of any remedies provided by law.
11.
General.
11.1
Governing Law and Jurisdiction. This Note and the obligations of the parties hereunder will be construed and enforced in accordance
with the laws of the State of New York.
11.2
Successors and Assigns. The rights and obligations of the Borrower and the Holder of this Note shall be binding upon and benefit
their respective permitted successors, assigns, heirs, administrators and transferees. The Borrower may not assign this Note, in whole
or in part, without the written consent of the Holder. The Holder may not assign this Note, in whole or in part, without the written
consent of the Borrower.
11.3
Waiver. No waiver, forbearance, failure or delay by the Holder in exercising, or the exercise or beginning of exercise by the Holder
of, any right, power or remedy, simultaneously or later, shall not preclude the further, simultaneous or later exercise thereof, and
every right, power or remedy of the Holder shall continue in full force and effect until such right, power or remedy is specifically
waived in a writing executed by the Holder.
11.4
Entire Agreement. This Note contains the entire agreement between the parties with respect to the subject matter hereof, and supersedes
every course of dealing, other conduct, oral agreement or representation previously made by the parties. In the event that any court
of competent jurisdiction shall determine that any provision, or portion thereof, contained in this Note shall be unenforceable in any
respect, then such provision shall be deemed limited to the extent that such court deems it enforceable, and the remaining provisions
of this Note shall nevertheless remain in full force and effect.
11.5
Notices. All notices and other communications given or made pursuant to this Note shall be in writing and shall be deemed effectively
given upon the earlier of actual receipt or: (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic
mail or facsimile during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s
next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid,
or (d) one (1) business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day
delivery, with written verification of receipt. All communications shall be sent to the respective parties at their address as set forth
on their signature pages to this Note, or to such e-mail address, or address as subsequently modified by written notice given in accordance
with this Section 9.5.
11.6
Jury Trial Waiver. THE BORROWER AND THE HOLDER KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL
BY JURY WITH RESPECT TO ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE OTHER PARTY HERETO.
*****
IN
WITNESS WHEREOF, this Promissory Note has been duly executed by the Borrower as of the day and year first above written.
ORGENESIS
MARYLAND, LLC
By: |
/s/
Vered Caplan
|
|
Name: |
Vered Caplan |
|
Title: |
CEO |
|
Email: |
vered.c@orgenesis.com |
|
Address for Notices: |
Accepted
and agreed as of the day and year first above written.
/s/ Jacob Safier |
|
Email: |
|
Address for Notices: |
Accepted
and agreed as of the day and year first above written.
ORGENESIS
INC.
By: |
/s/ Vered Caplan |
|
Name: |
Vered Caplan |
|
Title: |
CEO |
|
Email: |
|
|
Address for Notices: |
v3.24.3
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14a -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
Orgenesis (QX) (USOTC:ORGS)
Historical Stock Chart
From Nov 2024 to Dec 2024
Orgenesis (QX) (USOTC:ORGS)
Historical Stock Chart
From Dec 2023 to Dec 2024