ORGENESIS INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2024-12-27: Form 8-K; Period of report 2024-12-24; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2024-11-05: Form 8-K; Period of report 2024-10-31; Description 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; Details 1.01.
- 2024-11-01: Form 8-K; Period of report 2024-10-28; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2024-10-23: Form 8-K; Period of report 2024-10-23; 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 |
|---|---|---|---|---|---|
| 2024-12-27 | 8-K | 2024-12-24 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On December 24, 2024, Jagannathan Bhalaji notified Orgenesis Inc. (the “Company”), of his decision to resign as a director of the Company, effective immediately, for personal reasons. | form8-k.htm |
| 2024-11-05 | 8-K | 2024-10-31 | 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 Entry into a Material Definitive Agreement. 3.02 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. | form8-k.htm |
| 2024-11-01 | 8-K | 2024-10-28 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On October 28, 2024, the Board of Directors (the “Board”) of the Company, following the recommendation of the Nominating and Corporate Governance Committee of the Board, elected Adam Pelavin, Jagannathan Bhalaji, and Santhosh Nagaraj to serve immediately as members of the Board with a term expiring at the Company’s 2025 annual meeting of stockholders. | form8-k.htm |
| 2024-10-23 | 8-K | 2024-10-23 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On October 19, 2024, Mark Goodman notified Orgenesis Inc. (the “Company”), of his decision to resign as a director of the Company, effective immediately, for personal reasons. | form8-k.htm |
| 2024-10-17 | 8-K | 2024-10-17 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On October 17, 2024, the Nasdaq Stock Market LLC (“Nasdaq”) notified Orgenesis Inc. (the “Company”) that the Nasdaq Hearings Panel (the “Panel”) has determined to delist the Company’s common stock and that trading of the Company’s securities will be suspended at the open of trading on October 21, 2024. | form8-k.htm |
| 2024-09-23 | 8-K | 2024-09-20 | 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure | 3.03 The Board of Directors of Orgenesis Inc., a Nevada corporation (the “Company”), approved a reverse stock split of the Company’s authorized, issued and outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”), at a ratio of 1-for-10 (the “Reverse Stock Split”). 5.03 The information set forth in Item 3.03 is hereby incorporated by reference into this Item 5.03. 7.01 On September 23, 2024, the Company issued a press release announcing the Reverse Stock Split. | form8-k.htm |
| 2024-08-29 | 8-K | 2024-08-29 | 7.01 Regulation FD Disclosure | 7.01 A copy of a presentation that is intended to be used by representatives of Orgenesis Inc. (the “Company”) in meetings with prospective investors and other parties, as well as on the Company’s website, is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. | form8-k.htm |
| 2024-08-26 | 8-K | 2024-08-21 | 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 Entry into a Material Definitive Agreement. 3.02 Each of the warrants to be issued pursuant to the Note and the shares of common stock of the Company 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. | form8-k.htm |
| 2024-08-14 | 8-K | 2024-08-09 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 3.02 The disclosure set forth in Item 1.01 above related to HSHG’s investment in Orgenesis common stock and warrants are incorporated by reference into this Item 3.02. | form8-k.htm |
| 2024-07-12 | 8-K | 2024-07-12 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets | 1.01 Entry into a Material Definitive Agreement. 2.01 As described in Item 1.01 of this Current Report on Form 8-K, on July [12], 2024, the Company acquired the Assets pursuant to the Purchase Agreement. | from8-k.htm |
| 2024-07-12 | 8-K | 2024-07-10 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets | 1.01 Entry into a Material Definitive Agreement. 2.01 As described in Item 1.01 of this Current Report on Form 8-K, on July 10 2024, the Company acquired the Assets pursuant to the Purchase Agreement. | form8-k.htm |
| 2024-07-09 | 8-K | 2024-07-03 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On July 3, 2024, Curtis Slipman notified Orgenesis Inc. (the “Company”), of his decision to resign as a director of the Company, effective immediately, for personal reasons. | form8-k.htm |
| 2024-07-08 | 8-K | 2024-07-03 | 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 | 1.01 Entry into a Material Definitive Agreement. | form8-k.htm |
| 2024-06-27 | 8-K | 2024-06-27 | 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 On June 27, 2024, Orgenesis Inc. (the “Company”) held its 2024 annual meeting of stockholders (the “Annual Meeting”). 5.07 As of May 1, 2024, the record date for the Annual Meeting, there were 34,380,280 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), issued and outstanding. | form8-k.htm |
| 2024-06-11 | 8-K | 2024-06-08 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On June 6, 2024, Orgenesis Inc. (the “Company”) met with the Nasdaq Hearings Panel regarding the Company’s potential delisting from The Nasdaq Stock Market as a result of its violation of the bid price requirement of Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”) and the equity requirement in Listing Rule 5550(b)(1) (the “Equity Rule”) or any of the alternative requirements in Listing Rule 5550(b). | form8-k.htm |
| 2024-05-31 | 8-K | 2024-05-31 | 7.01 Regulation FD Disclosure | 7.01 A copy of a presentation that is intended to be used by representatives of Orgenesis Inc. (the “Company”) in meetings with prospective investors and other parties, as well as on the Company’s website, is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. | form8-k.htm |
| 2024-05-23 | 8-K | 2024-05-21 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 3.02 The Nir Shares, the Lukach Shares and the Dotan Shares will be issued pursuant to the Debt Exchange Agreements in reliance upon an exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act and in reliance on similar exemptions under applicable state laws. | form8-k.htm |
| 2024-04-19 | 8-K | 2024-04-17 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On September 27, 2023, Orgenesis Inc. (the “Company”) received a notice from the Listing Qualifications Staff (“Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the bid price of common stock had closed at less than $1.00 per share over the previous 30 consecutive business days, and, as a result, did not comply with Listing Rule 5550(a)(2) (the “Bid Price Rule”). | form8-k.htm |
| 2024-04-15 | 8-K | 2024-04-10 | 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review | 4.02 On April 10, 2024, Orgenesis Inc. (the “Company”), in consultation with the Audit Committee of the Company’s Board of Directors (the “Audit Committee”), reached a determination that the Company’s unaudited condensed consolidated financial statements and related disclosures for the three months ended March 31, 2023, as reported in the Company’s Quarterly Report on Form 10-Q filed on May 10, 2023 (the “Original First Quarter 2023 Form 10-Q”), the three and six months ended June 30, 2023, as reported in the Company’s Quarterly Report on Form 10-Q filed on August 11, 2023 (the “Original Second Quarter 2023 Form 10-Q”), and the three and nine months ended September 30, 2023, as reported in the Company’s Quarterly Report on Form 10-Q filed on November 11, 2023 (the “Original Third Quarter 2023 Form 10-Q”), should be restated and no longer be relied upon due to errors in accounting for (i) revenues, equity investees, goodwill, loss on and selling, general and administration expenses (ii) convertible loan receivable and credit losses expenses related to such convertible loan recorded during such quarters. | form8-k.htm |
| 2024-04-11 | 8-K | 2024-04-05 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | form8-k.htm |
| 2024-03-27 | 8-K | 2024-03-27 | 8.01 Other Events | 8.01 As previously disclosed, on September 27, 2023, Orgenesis Inc. (the “Company”) received a deficiency letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the preceding 30 consecutive trading days, the closing bid price for the Company’s common stock was below the minimum $1.00 per share requirement for continued inclusion on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Requirement”). | form8-k.htm |
| 2024-03-07 | 8-K | 2024-03-03 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 3.02 The information required by this Item 3.02 is included under Item 1.01 of this Current Report on Form 8-K and incorporated by reference into this Item 3.02. 8.01 On March 4, 2024, the Company issued a press release announcing the Offering. | form8-k.htm |
| 2024-03-01 | 8-K | 2024-02-26 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | form8-k.htm |
| 2024-01-31 | 8-K | 2024-01-29 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | form8-k.htm |
| 2024-01-24 | 8-K | 2024-01-18 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | form8-k.htm |
| 2024-01-22 | 8-K | 2024-01-16 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | form8-k.htm |
| 2024-01-05 | 8-K | 2024-01-01 | 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 Entry into a Material Definitive Agreement. 3.02 Each of the Nir Warrant and the Lukach Warrant and the shares of Common Stock issuable upon exercise of such warrants and the issuance of shares of Common Stock upon conversion of the outstanding loan amounts described in the Nir Extension Agreement and Lukach Extension Agreement 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. | form8-k.htm |