Item
1.01 Entry into a Material Definitive Agreement.
Securities
Purchase Agreement and Warrants
On
February 23, 2023, Orgenesis Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”)
with certain institutional and accredited investors (the “Purchaser”) relating to the issuance and sale of 1,947,368 shares
(the “Shares”) of common stock, par value $0.0001 per share (the “Common Stock”), and warrants to purchase up
to 973,684 shares of Common Stock (the “Warrants”) at a purchase price of $1.90 per share of Common Stock and accompanying
Warrants in a registered direct offering (the “Offering”). The closing of the Offering is expected to occur on or about February
27, 2023 (the “Closing Date”), subject to the satisfaction of customary closing conditions.
The
Warrants have an exercise price of $1.90 per share, are exercisable immediately and will expire five years following the date of issuance.
The Warrants have an alternate cashless exercise option (beginning on or after the earlier of (a) the thirty-day anniversary of the date
of the Purchase Agreement and (b) the date on which the aggregate composite trading volume of Common Stock following the public announcement
of the pricing terms exceeds 13,600,000 shares), to receive an aggregate number of shares equal to the product of (x) the aggregate number
of shares of Common Stock that would be issuable upon a cash exercise and (y) 1.0. The aggregate gross proceeds to the Company from the
Offering are expected to be approximately $3.7 million, before deducting the Placement Agent’s Cash Fee (each as defined herein)
and other expenses from the Offering payable by the Company. The Company intends to use the net proceeds from the Offering for working
capital and general corporate purposes, including the Company’s therapy related activities.
Joseph
Gunnar & Co., LLC (the “Placement Agent”) is acting as exclusive placement agent for the Offering.
The
Offering is being made pursuant to an effective registration statement on Form S-3 (Registration Statement No. 333-254806), as previously
filed with and declared effective by the Securities and Exchange Commission (the “SEC”) on April 7, 2021, a base prospectus
included as part of the registration statement, and a final prospectus supplement filed with the SEC pursuant to Rule 424(b) under the
Securities Act of 1933, as amended.
The
Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification
obligations of the Company and the Purchaser. The representations, warranties and covenants contained in the Purchase Agreement were
made only for purposes of the Purchase Agreement and as of a specific date, were solely for the benefit of the parties to the Purchase
Agreement, and may be subject to limitations agreed upon by the contracting parties.
Placement
Agency Agreement
In
connection with the Offering, the Company also entered into a placement agency agreement (the “Placement Agency Agreement”)
with the Placement Agent. Pursuant to the Placement Agency Agreement, the Placement Agent is acting as the sole placement agent for the
Offering and the Company agreed to pay to the Placement Agent a fee equal to 7.0% of the gross proceeds received by the Company in the
Offering in the form of cash (the “Cash Fee”). The Cash Fee shall be paid at the Closing Date, provided, however, the Cash
Fee shall be reduced to an aggregate of 4.0% with respect to any proceeds received from existing Company equity security holders.
The
forms of Warrant, Purchase Agreement and Placement Agency Agreement are filed as Exhibits 4.1, 10.1 and 10.2, respectively, and the description
of the terms of the forms of Purchase Agreement, the Placement Agency Agreement and the Warrant is qualified in its entirety by reference
to such exhibits. A copy of the opinion of Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C. relating to the legality of the issuance
and sale of the Shares, the Warrants and the shares of Common Stock underlying the Warrants is attached as Exhibit 5.1 hereto.