Item 1.01 Entry into a Material Definitive Agreement.
On January 12, 2023, Orgenesis Inc. (the "Company") entered into (i) a
Convertible Credit Line and Unsecured Convertible Note Extension #2 Agreement
with Yosef Dotan (the "Dotan Extension Agreement"), (ii) a Convertible Credit
Line Extension Agreement with Aharon Lukach (the "Lukach Extension Agreement")
and (iii) a Convertible Loans and Unsecured Convertible Notes Extension #2
Agreement with Yehuda Nir (the "Nir Extension Agreement"), each which extended
the maturity date of the convertible loans under their respective loan
agreements (as described below) to January 31, 2026. The aggregate principal
amount of loans extended was $12 million and the interest rate on the extended
loans varied between 2% and 10%. In consideration for the extensions, (i) the
interest rate on such principal amount of such loans was increased to 10% per
annum commencing on February 1, 2023 (except for the Nir Convertible Loan
Agreement dated as of April 12, 2022, which already had a 10% per annum interest
rate), (ii) the conversion price of the loans was reduced from $7.00 to $2.50
(except for the Nir Convertible Loan Agreement dated as of April 12, 2022, which
already had a $2.50 conversion price), (iii) the exercise price of the warrants
issuable upon conversion of the 2% Notes and the Nir Convertible Loan Agreement
dated as of May 17, 2019 was reduced to $2.50 per share and the term of such
warrants was extended to January 31, 2026.
The Dotan Extension Agreement related to a Convertible Credit Line Agreement
dated as of October 3, 2019, as amended, of which $750,000 principal amount plus
interest is outstanding, and 2% Notes purchased from the Company on November 3,
2018, of which $250,000 principal amount plus interest is outstanding.
The Lukach Extension Agreement related to a Convertible Credit Line Agreement
dated as of October 3, 2019, as amended, of which $750,000 principal amount plus
interest is outstanding.
The Nir Extension Agreement related to 2% Notes purchased from the Company on
November 3, 2018, as amended, of which $500,000 principal amount plus interest
is outstanding, a Convertible Loan Agreement dated as of May 17, 2019, of which
$5,000,000 principal amount plus interest is outstanding, and a Convertible Loan
Agreement dated as of April 12, 2022, as amended, of which $5,000,000 principal
amount plus interest is outstanding.
The foregoing summary of each of the Dotan Extension Agreement, the Lukach
Extension Agreement and the Nir Extension Agreement does not purport to be
complete and is subject to, and qualified in its entirety by, the full text of
the form of the Dotan Extension Agreement, the Lukach Extension Agreement and
the Nir Extension Agreement, copies of which are filed as exhibits 10.1, 10.2
and 10.3, respectively, to this Current Report on Form 8-K.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information required by this Item 2.03 is included under Item 1.01 of this
Current Report on Form 8-K.
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 Convertible Credit Line and Unsecured Convertible Note Extension
#2 Agreement, dated as of January 12, 2023, by and between the
Company and Yosef Dotan
10.2 Convertible Credit Line Extension Agreement, dated as of January
12, 2023, by and between the Company and Aharon Lukach
10.3 Convertible Loans and Unsecured Convertible Notes Extension #2
Agreement, dated as of January 12, 2023, by and between the Company
and Yehuda Nir
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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