UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On July 10, 2024, Orgenesis Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Broaden Bioscience and Technology Corp. (“Broaden”) for the purchase by the Company of the following assets (the “Assets”):
The process and algorithms developed by Broaden for processing CAR-T, RACE CAR-T and all related products that will enable the Company to develop and sell treatments to third parties, which include Broaden’s rights, title and interests in and to all intellectual property, including, but not limited to, patents, patent applications, know-how, materials, licenses, permits and approvals related thereto.
Pursuant to the Purchase Agreement, in consideration for the purchase of the Assets, the Company will pay Broaden an amount equal to the value of the Assets established by a third party valuation firm selected by the Company (the “Valuation”), not to exceed $11,000,000 (the “Consideration”), less a debt adjustment relating to the $10,767,298 owed to the Company by Broaden for work performed and invoiced between August 2022 and May 2023 (the “Debt”), as detailed in the Purchase Agreement. The Consideration that exceeds the Debt will be payable at the election of the Company in shares of the Company’s common stock at a price of $3.00 per share or 10% above the market price at such time it is paid, whichever is higher, or a note with amortization in 24 months from the date of the Purchase Agreement, including prepayment provisions.
Pursuant to the Purchase Agreement, Broaden will concurrently contract with Orgenesis Maryland LLC, a wholly owned subsidiary of the Company, to exclusively purchase for Broaden and/or its affiliates all of Broaden’s and/or its affiliates’ requirements for cell therapy processing services related to the acquired Assets in perpetuity.
The Purchase Agreement contains representations, warranties, and covenants of the parties that are customary for a transaction of this type. The foregoing summary of the Purchase Agreement does not purport to be complete and is subject to and qualified in its entirety by the Purchase Agreement attached as Exhibit 1.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets
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. The information set forth under Item 1.01 is incorporated into this Item 2.01 by reference.
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 | Asset Purchase Agreement, dated as of July 10, 2024, between Orgenesis Inc. and Broaden Bioscience and Technology Corp.* | |
| 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: July 11, 2024 | By: | /s/ Victor Miller |
| Victor Miller | ||
| Chief Financial Officer, Treasurer and | ||
| Secretary | ||
Exhibit 10.1
ASSET PURCHASE AGREEMENT
(“Agreement”)
by and between
Broaden Bioscience and Technology Corp
and Orgenesis, Inc.
effective as of July 10, 2024
(“Effective Date”)
Broaden and Orgenesis intending to be legally bound, hereby agree as follows:
| Purchaser | Orgenesis, Inc. and / or any of its subsidiaries (“Orgenesis”) | |
| Seller | Broaden Bioscience and Technology Corp (“Broaden”) | |
| Asset being sold or transferred | Broaden hereby sells and assigns to Orgenesis and Orgenesis hereby purchases from Broaden the Product referred to in Exhibit “A” of this agreement (“Product” or “Assets”): | |
| Rights Under JVA | In addition, Broaden hereby transfers and assigns to Orgenesis, free of charge, all rights under that certain joint venture agreement entered between Orgenesis and Broaden, dated December 25, 2022 (“JVA”), including without limitation, all rights for shares in the JV Entity (as defined in the JVA). | |
| Assignment | Each of Broaden, its affiliates and Mr. Bo Chen shall sign all documents and assignment and take all other actions reasonably requested by Orgenesis to effectuate the transfer and assignment of all rights, title and interest in and to the Assets to Orgenesis. Without limiting the generality of the foregoing, Broaden and Mr. Bo Chen executed and delivered to Orgenesis the Patent Assignment Agreement attached hereto as Exhibit D. | |
| Consideration | The Assets will be valued by a 3rd party valuation firm selected by Orgenesis (“Valuation”) attached hereto as EXHIBIT E. Orgenesis will pay Broaden for the value of the asset limited to a maximum of Eleven Million US Dollars $11,000,000 (“Consideration”) less any amount due to Orgenesis and/or any of its subsidiaries in respect of the amount of Ten Million Seven Hundred and Sixty Seven Thousand Two Hundred and Ninety Eight US Dollars ($10,767,298.00 )(“Debt”) owed to Orgenesis by Broaden related to work performed by Orgenesis and/or its subsidiaries on behalf of Broaden (and/or its affiliates) and invoiced between August 2022 and May 2023, as detailed in Exhibit B attached hereto. For the amount of the Consideration that exceeds the Debt, the remaining consideration will be paid by Orgenesis, at its election, either of Orgenesis stock at a price of $3.00 per share or 10% above the market price at such time which paid, whichever is higher, or in a note payable with a bullet amortization in 24 months from the date of the Effective Date of this Agreement and an Orgenesis right to prepayment of some or all of the principal amount in one or multiple tranches without penalty. |
| Due Diligence | Broaden will cooperate with the valuers conducting the Valuation such that the valuer can calculate a fair market value for the Asset. | |
| Exclusivity | Broaden will concurrently contract with Orgenesis’ subsidiary, Orgenesis Maryland LLC to purchase for Broaden and/or its affiliates all of Broaden and/or its affiliates requirements for cell therapy processing services related to the acquired Assets, exclusively from Orgenesis Maryland LLC, in perpetuity. | |
| Waiver and Release | Subject to the consummation of the sale, assignment and transfer of the Assets by Broaden to Orgenesis and all other undertakings as set forth herein, each of Orgenesis and Broaden on behalf of itself, its officers, subsidiaries, affiliated companies, successors and assigns hereby remises, releases and forever discharges and covenants not to sue the other party, its successors, assigns, affiliated companies and all employees, directors, officers and agents thereof, from any liability of any kind, whether direct or indirect, foreseen or unforeseen, contingent or actual, present or future, and any claim, cause of action or demand made or to be made by the other party or by any other person on behalf of the other Party, in respect of or arising out of the Assets, MSAs/SOWs, JVA and/or any other agreement signed between the parties, and any representations or misrepresentations, deeds or misdeeds, conduct or misconduct which may have been made or carried-out during any meetings, discussions, correspondence and any other form of exchange of information and positions between the parties prior to the execution of this Agreement. | |
| Confidentiality; Publicity | Each party hereto acknowledges and confirms that this Agreement and all terms hereof are confidential and, subject to applicable law, that neither its existence nor the terms hereof will be disclosed to any other person other than parties’ officers, directors, employees and advisors or potential investors under NDA, unless and to the extent required for fulfillment of any compliance, public company disclosure requirements, legal and/or regulatory obligations. Confidentiality notwithstanding, either party may issue a press release after sharing a draft with the other and acting in good faith to incorporate reasonable comments. | |
| Governing Law | This Agreement shall be governed by the laws of the State of New York, without regard to its conflict of law provisions. | |
Binding Agreement; Further Assurances;
|
Each party represents and warrants to the other party that this Agreement is a legal and valid obligation binding upon such party and is enforceable in accordance with its terms. This Agreement supersedes any prior agreements between the parties with respect to the subject matter hereof, including, without limitation the Binding Term Sheet signed between the parties on March 25, 2024. The execution, delivery and performance of this Agreement by such party does not conflict with any agreement, instrument or understanding, oral or written, to which such Party is a party or by which such party may be bound, nor violate any law or regulation of any court, governmental body or administrative or other agency having authority over such party. From time to time, at Orgenesis’ request and without further consideration, Broaden shall execute and deliver such additional documents and take all such further action as may be reasonably necessary or reasonably requested to effect the actions and consummate the transactions contemplated by this Agreement. |
| Broaden Bioscience and Technology Corp | Orgenesis Inc | |||
| by: | by: | |||
| name: | name: | |||
| title: | title: | |||
Cover |
Jul. 10, 2024 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Jul. 10, 2024 |
| 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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