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.
Amendment to November 2023 Securities Purchase Agreement
On January 16, 2024, the Company and the purchaser of the shares of Common Stock and Pre-Funded Warrants (the “November 2023 Investor”) under that certain Securities Purchase Agreement, dated as of November 8, 2023, between the Company and the November 2023 Investor (the “November 2023 Purchase Agreement”) entered into an amendment to the November 2023 Purchase Agreement (the “Amendment”). Pursuant to the Amendment, the November 2023 Investor agreed to (i) amend the November 2023 Purchase Agreement to delete Section 4.9 (Subsequent Equity Sales) in its entirety, (ii) waive any applicable rights and remedies under the November 2023 Purchase Agreement with respect to Section 4.9 thereto and (iii) terminate all rights, obligations and remedies (including the obligation to issue 750,000 warrants) under the Term Sheet, dated as of November 8, 2023, entered into by the Company and the November 2023 Investor. In consideration for the foregoing, the Company agreed to make a cash payment of $277,500 (the “Cash Payment”) to the November 2023 Investor within thirty (30) days of the date of the Amendment. If such Cash Payment is not made within such thirty (30) days, the Company shall pay to the November 2023 Investor the following: (i) a cash penalty of 20% of the Cash Payment and (ii) the warrants issuable pursuant to the Term Sheet.
The foregoing summary of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, such document attached as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein 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 | Amendment Agreement, dated as of January 16, 2024, to Securities Purchase Agreement, dated November 8, 2023, by and among the Company and the November 2023 Investor | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: January 22, 2024 | By: | /s/ Victor Miller |
| Victor Miller | ||
| Chief Financial Officer, Treasurer and | ||
| Secretary |