Form 8-K - Current report

 

 

 

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): June 30, 2023 

 

ORGENESIS INC.

(Exact name of registrant as specified in its charter)

 

Nevada		001-38416		98-0583166
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File Number)		Identification No.)

 

20271 Goldenrod Lane, Germantown, MD 20876

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: [phone]

 

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		The Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined 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.

 

On June 30, 2023, Orgenesis Inc. (“Orgenesis”), Morgenesis LLC (“Morgenesis”), a recently formed subsidiary of Orgenesis holding all the assets of Orgenesis’ point of care services business for treating patients (“POCare Services”), and MM OS Holdings, L.P. (“MM”), an affiliate of Metalmark Capital Partners, entered into Amendment No. 2 (the “UPA Amendment”) to the Unit Purchase Agreement dated November 4, 2022 (the “UPA”). Pursuant to the UPA Amendment, MM agreed to make an investment of $1,000,000 in cash in exchange for 100,000 additional Class A Preferred Units of Morgenesis to support the continued expansion of the POCare Services business. Morgenesis received the additional $1,000,000 investment on July 3, 2023 and following such investment, Orgenesis currently holds approximately 73% of the issued and outstanding equity interests of Morgenesis.

 

In connection with the entry into the UPA Amendment, each of Orgenesis, Morgenesis and MM entered into Amendment No. 1 to the Second Amended and Restated Limited Liability Company Agreement (the “LLC Agreement Amendment”) to change the name of Morgenesis to “Octomera LLC” and to amend Morgenesis’ board composition. Pursuant to the LLC Agreement Amendment, the board of managers of Octomera (the “Octomera Board”) will be comprised of five (5) managers, two (2) of which will be appointed by Orgenesis, one (1) of which will be an industry expert appointed by MM, and two (2) of which will be appointed by MM. The Octomera Board will remain the same as the existing Morgenesis board and is as follows: Vered Caplan and Mark Cohen as the two (2) Orgenesis designees, Claudia Zylberberg as the MM industry expert, and Howard Hoffen and John Eppel as the two (2) MM designees.

 

The foregoing descriptions of the UPA Amendment and the LLC Agreement Amendment do not purport to be complete and are qualified in their entirety by reference to the provisions of each of the UPA Amendment and the LLC Agreement Amendment, copies of which are filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.

 

Item 8.01. Other Events.

 

As a result of the amendment to the composition of the Morgenesis Board pursuant to the LLC Agreement Amendment described above, Orgenesis expects to deconsolidate Morgenesis (renamed Octomera LLC) from its consolidated financial statements as of June 30, 2023 and to record its equity interest in Morgenesis as an equity method investment. Orgenesis is currently evaluating the impact of deconsolidation on its financial position and results of operations for the second quarter of 2023.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

10.1#	Amendment No. 2 to Unit Purchase Agreement dated as of May 5, 2023 by and among Orgenesis Inc., Morgenesis LLC and MM OS Holdings, L.P.
10.2#	Amendment No. 1 to Second Amended and Restated Limited Liability Company Agreement of Morgenesis LLC.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
#	Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission 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.
By:	/s/ Neil Reithinger
	Neil Reithinger
	Chief Financial Officer, Treasurer and Secretary
	July 7, 2023

 

 

Exhibit 10.1

 

Amendment No. 2 to UNIT purchase agreement

 

THIS AMENDMENT NO. 2 TO UNIT PURCHASE AGREEMENT (this “Amendment”), dated as of June 30, 2023, is by and between MM OS Holdings, L.P., a Delaware limited partnership (“Investor”), Morgenesis LLC, a Delaware limited liability company (the “Company”) and Orgenesis Inc., a Nevada corporation (“Orgenesis Parent”) (each of the foregoing persons, a “Party” and, collectively, the “Parties”). Capitalized terms used but not defined herein shall have the meanings given to them in the Agreement (as defined below).

 

WHEREAS, the Parties entered into that certain Unit Purchase Agreement, dated as of November 4, 2022 (as amended, the “Agreement”);

 

WHEREAS, this Amendment is being executed and delivered pursuant to Section 9.9 of the Agreement, which provides that the Agreement may be amended only if such amendment is in writing and signed by Investor and Orgenesis Parent; and

 

WHEREAS, the Parties desire to amend certain terms of the Agreement, pursuant to, and in accordance with, Section 9.9 of the Agreement, as set forth herein.

 

NOW, THEREFORE, in consideration of the covenants set forth herein, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

 

Section 1. Amendment to Section 1.4(a) of the Agreement. The following sentence is hereby added after the first sentence of Section 1.4(a) of the Agreement:

 

“On or about June 30, 2023, the Investor shall make an investment in the Company equal to $1,000,000 in cash, in exchange for 100,000 additional Class A Preferred Units, which proceeds shall be used by the Company to support the continued expansion of the Business.”

 

Section 2. Upon receipt of the investment provided in Section 1.4(a) above, Schedule A of the UPA shall be replaced with Schedule A attached hereto.

 

Section 3. Effect of Amendment. From and after the date hereof, each reference in the Agreement to “this Agreement,” “hereof,” “hereunder” or words of like import referring to the Agreement (or any schedule thereof) shall be deemed a reference to the Agreement (and such schedule) as amended by this Amendment. Except as and to the extent expressly modified by this Amendment, the Agreement is not otherwise being amended, modified or supplemented and shall remain in full force and effect in accordance with its terms.

 

Section 4. General Provisions. The provisions of Sections 9.4-9.13 and 9.16-9.18 of the Agreement shall apply mutatis mutandis to this Amendment.

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the day and year first above written.

 

	INVESTOR:
	MM OS Holdings, L.P.
	By:	/s/ Howard Hoffen
	Name:	Howard Hoffen
	Title:	Authorized Signatory

 

	COMPANY:
	MORGENESIS LLC
	By:	/s/ Vered Caplan
	Name:	Vered Caplan
	Title:	Chief Executive Officer

 

	ORGENESIS PARENT:
	ORGENESIS INC.
	By:	/s/ Vered Caplan
	Name:	Vered Caplan
	Title:	Chief Executive Officer

 

Schedule A – Capital Contribiton

 

[Signature Page to Amendment No. 2 to Unit Purchase Agreement]

 

 

 

Schedule A

 

 

 

Exhibit 10.2

 

FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MORGENESIS LLC

 

FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF Morgenesis LLC (this “Amendment” to the “LLC Agreement”), dated as of June 30, 2023, by and among Morgenesis LLC (the “Company”), Orgenesis Inc. (“Orgenesis”) and MM OS Holdings, L.P. (“MM”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the LLC Agreement.

 

W I T N E S S E T H :

 

WHEREAS, the Company and the other parties hereto are parties to the LLC Agreement;

 

WHEREAS, the parties hereto desire to amend the LLC Agreement as set forth herein;

 

WHEREAS, pursuant to Section 51 of the LLC Agreement, the LLC Agreement may be amended by a written agreement executed and delivered by Orgenesis with the prior written consent of MM; and

 

WHEREAS, MM, by executing and delivering this Amendment, hereby consents to the form and terms of this Amendment.

 

WHEREAS, MM and Orgenesis have agreed to amend the Unit Purchase Agreement, dated November 4, 2022 as of the dated above (as amended, the “Amendment No. 2 to the UPA”).

 

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

 

SECTION 1 Amendments.

 

(a) The second sentence of Section 30 of the LLC Agreement is hereby amended and restated in its entirety as set forth below:

 

“The initial Board as of the date hereof shall be comprised of (i) Vered Caplan, (ii) Mark Cohen, (iii) Howard Hoffen, (iv) John Eppel and (v) Claudia Zylberberg, and shall be appointed as follows (subject to Sections 30(b) and 30(c)): (a) two Managers shall be appointed by Orgenesis (each, an “Orgenesis Manager”), (b) one Manager shall be an industry expert appointed by MM (the “Industry Expert Manager”) and (c) two Managers shall be appointed by MM (each, an “MM Manager”).”

 

(b) The LLC Agreement is hereby amended to reflect the change of the name of the Company from “Morgenesis LLC” to “Octomera LLC.” All references in the LLC Agreement to “Morgenesis LLC” are hereby deleted and “Octomera LLC” is hereby substituted in lieu thereof.

 

(c) Upon the effectiveness of Amendment No. 2 to the UPA, Schedule A of the LLC Agreement shall be replaced with Schedule A attached hereto.

 

SECTION 2 Reference to and Effect on the LLC Agreement. Each reference in the LLC Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import shall, except where the context otherwise requires, be deemed a reference to the LLC Agreement as amended hereby. No reference to this Amendment need be made in any instrument or document at any time referring to the LLC Agreement, and a reference to the LLC Agreement in any of such instruments or documents will be deemed to be a reference to the LLC Agreement as amended hereby. Except as expressly provided in this Amendment, all provisions of the LLC Agreement remain in full force and effect and are not modified by this Amendment, and the parties hereby ratify and confirm each and every provision thereof.

 

SECTION 3 Miscellaneous. Section 47 (Separability of Provisions), Section 48 (Notices), Section 49 (Entire Agreement), Section 50 (Governing Law), Section 51 (Amendments) and Section 52 (Third Party Beneficiaries) of the LLC Agreement are hereby incorporated by reference, mutatis mutandis.

 

[Remainder of Page Intentionally Left Blank]

 

 

IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the date first above written.

 

	COMPANY
	Morgenesis LLC
	By:	/s/ Vered Caplan
	Name:	Vered Caplan
	Title:	Chief Executive Officer

 

	MEMBERS
	Orgenesis, Inc.
	By:	/s/ Vered Caplan
	Name:	Vered Caplan
	Title:	Chief Executive Officer

 

	MM OS Holdings, L.P.
	By:	/s/ Howard Hoffen
	Name:	Howard Hoffen
	Title:	Authorized Signatory

 

[Signature Page to First Amendment to Second Amended and Restated LLC Agreement of Morgenesis LLC]

 

 

 

Schedule A

 

 

Cover	Jun. 30, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 30, 2023
Entity File Number	001-38416
Entity Registrant Name	ORGENESIS INC.
Entity Central Index Key	0001460602
Entity Tax Identification Number	98-0583166
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	20271 Goldenrod Lane
Entity Address, City or Town	Germantown
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	20876
City Area Code	(480)
Local Phone Number	659-6404
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	ORGS
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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