ORGENESIS INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2017-11-16: Form 8-K; Period of report 2017-11-13; Description 1.01 Entry into a Material Definitive Agreement; 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 1.01.
- 2017-07-12: Form 8-K; Period of report 2017-07-06; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2017-05-17: Form 8-K; Period of report 2017-05-17; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders; Details 5.02.
- 2017-05-11: Form 8-K; Period of report 2017-05-10; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2017-11-16 | 8-K | 2017-11-13 | 1.01 Entry into a Material Definitive Agreement; 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.01 On November 15, 2017, Orgenesis Inc. (the “Company”), MaSTherCell S.A., the Company’s wholly-owned Belgian-based subsidiary (“MaSTherCell”) and the Belgian Sovereign Funds Société Fédérale de Participations et d'Investissement (“SFPI”) entered into a Subscription and Shareholders Agreement (the “Agreement”) pursuant to which SFPI is making an equity investment in MaSTherCell in the aggregate amount of €5million (approximately $5.9 million), for approximately 16.7% of MaSTherCell. 3.03 Effective November 13, 2017, the Company filed a Certificate of Change to the Articles of Incorporation of the Company (the “Amendment”) to effectuate a reverse stock split of the Company’s Common Stock, at a ratio of 1-for-12 (the “Reverse Stock Split”). 5.03 The information required by this Item 5.03 is set forth in Item 3.03 above, which is incorporated herein by reference. 8.01 Between June 5, 2017 and November 14, 2017, the Company raised from a combination of accredited and off shore investors an aggregate of $4.3 million, of which $2.3 million represent two year loans convertible into units of the Company’s securities, with each unit comprised of one share at a deemed conversion price of $0.52 (subject to adjustment for certain capital events, such as stock splits) and one Common Stock purchase warrant to purchase an additional share of Common Stock exercisable for a three-year period from the date of conversion at a per share exercise price of $0.52 (subject to adjustment for certain capital events, such as stock splits). | form8k.htm |
| 2017-07-12 | 8-K | 2017-07-06 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On July 6, 2017, Mr. Hugues Bultot resigned from the position of Chief Executive Officer and Managing Director of MaSTherCell S.A. (“MaSTherCell”), the Belgian-based subsidiary of Orgenesis Inc. (the “Company”). | form8k.htm |
| 2017-05-17 | 8-K | 2017-05-17 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders | 5.02 As reported in Item 5.07 of this Form 8-K Report, the stockholders of Orgenesis Inc. (the “Company”) approved the 2017 Equity Incentive Plan (the “2017 Plan”) at the Company’s 2017 Annual Meeting of Stockholders (the “2017 Annual Meeting). 5.07 On May 11, 2017, the Company held its annual meeting of stockholders at 10:00 a.m. at the offices of Pearl Cohen Zedek Latzer Baratz LLP at 1500 Broadway, New York, NY. | form8k.htm |
| 2017-05-11 | 8-K | 2017-05-10 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 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”). | form8k.htm |
| 2017-03-30 | 8-K | 2017-03-30 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 30, 2017, Orgenesis Inc. (the “Company”) and Ms. Caplan, the Company’s Chief Executive Officer, entered into an employment agreement replacing an employment agreement entered into on August 22, 2014 between Ms. Caplan and our wholly-owned subsidiary. | form8k.htm |
| 2017-03-24 | 8-K | 2017-03-24 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 23, 2017, Ms. Etti Hanochi informed the board of directors (the “Board”) that she was resigning from the board of directors of Orgenesis Inc. (the “Company”), effective immediately. | form8k.htm |
| 2017-03-08 | 8-K | 2017-02-23 | 8.01 Other Events | 8.01 On March 8, 2017, Orgenesis Inc. (the “Company”) issued a press release announcing a shareholder update for the fiscal year ended November 30, 2016. | form8k.htm |
| 2017-02-23 | 8-K | 2017-02-23 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 The information included in Item 3.02 of this Form 8-K is hereby incorporated by reference into this Item 1.01. 2.03 The information included in Item 3.02 of this Form 8-K is hereby incorporated by reference into this Item 2.03. 3.02 Orgenesis Inc. (the “Company”) and an institutional investor (the “Investor”) entered into definitive agreements as of January 26, 2017 for the purchase by the Investor of Units (as defined below) of the Company’s securities for aggregate subscription proceeds to the Company of $16,000,000 (the “Subscription Proceeds”) payable on a periodic basis through August 2018. | form8k.htm |
| 2017-02-13 | 8-K | 2017-02-13 | 8.01 Other Events | 8.01 On February 13, 2017, Orgenesis Inc. (the “Company”) announced that the Company’s Belgian-based subsidiary, Orgenesis SPRL, received the formal approval from the Walloon Region, Belgium (Service Public of Wallonia, DG06) for a €12.3 million (approximately $12.8 million) support program for the research and development of a potential cure for Type 1 Diabetes. | form8k.htm |