Orgenesis Inc. Files 8-K on Security Holder Rights
Ticker: ORGS · Form: 8-K · Filed: Sep 23, 2024 · CIK: 1460602
| Field | Detail |
|---|---|
| Company | Orgenesis INC. (ORGS) |
| Form Type | 8-K |
| Filed Date | Sep 23, 2024 |
| Risk Level | medium |
| Pages | 6 |
| Reading Time | 7 min |
| Key Dollar Amounts | $0.0001, $1.00 |
| Sentiment | neutral |
Sentiment: neutral
Topics: corporate-governance, filing-update
TL;DR
Orgenesis filed an 8-K detailing changes to security holder rights and corporate bylaws.
AI Summary
Orgenesis Inc. filed an 8-K on September 23, 2024, reporting material modifications to the rights of security holders and amendments to its articles of incorporation or bylaws as of September 20, 2024. The filing also includes Regulation FD disclosures and financial statements/exhibits. Specific details regarding the nature of these modifications or amendments are not provided in the excerpt.
Why It Matters
This filing indicates significant changes to Orgenesis Inc.'s corporate structure or security holder agreements, which could impact investor rights and the company's operational framework.
Risk Assessment
Risk Level: medium — Filings related to modifications of security holder rights and bylaws can introduce new risks or alter existing ones for investors.
Key Players & Entities
- Orgenesis Inc. (company) — Registrant
- Nevada (jurisdiction) — State of incorporation
- 001-38416 (company) — Commission File Number
- 98-0583166 (company) — IRS Employer Identification No.
- September 20, 2024 (date) — Date of earliest event reported
- September 23, 2024 (date) — Date of report
FAQ
What specific modifications were made to the rights of Orgenesis Inc.'s security holders?
The provided excerpt does not specify the exact nature of the modifications to the rights of security holders, only that they occurred as of September 20, 2024.
What amendments were made to Orgenesis Inc.'s articles of incorporation or bylaws?
The excerpt states that amendments were made to the articles of incorporation or bylaws, but does not detail the content of these amendments.
What is the significance of the 'Regulation FD Disclosure' item in this filing?
The 'Regulation FD Disclosure' item indicates that the company is providing information that could be considered non-public and is making it available to the public to prevent selective disclosure.
When was the earliest event reported in this 8-K filing?
The earliest event reported in this 8-K filing was on September 20, 2024.
What is Orgenesis Inc.'s state of incorporation and IRS Employer Identification Number?
Orgenesis Inc. is incorporated in Nevada and its IRS Employer Identification Number is 98-0583166.
Filing Stats: 1,685 words · 7 min read · ~6 pages · Grade level 12.5 · Accepted 2024-09-23 07:00:32
Key Financial Figures
- $0.0001 — nding shares of common stock, par value $0.0001 per share (the "Common Stock"), at a ra
- $1.00 — ice of the Company's Common Stock above $1.00 per share and bring the Company back in
Filing Documents
- form8-k.htm (8-K) — 53KB
- ex3-1.htm (EX-3.1) — 1KB
- ex3-1_001.jpg (GRAPHIC) — 582KB
- ex99-1.htm (EX-99.1) — 15KB
- ex99-1_001.jpg (GRAPHIC) — 15KB
- 0001493152-24-037754.txt ( ) — 1071KB
- orgs-20240920.xsd (EX-101.SCH) — 3KB
- orgs-20240920_lab.xml (EX-101.LAB) — 33KB
- orgs-20240920_pre.xml (EX-101.PRE) — 24KB
- form8-k_htm.xml (XML) — 4KB
03 Material Modification to Rights of Security Holders
Item 3.03 Material Modification to Rights of Security Holders. The Board of Directors of Orgenesis Inc., a Nevada corporation (the "Company"), approved a reverse stock split of the Company's authorized, issued and outstanding shares of common stock, par value $0.0001 per share (the "Common Stock"), at a ratio of 1-for-10 (the "Reverse Stock Split"). The Company expects that the effective time of the Reverse Stock Split will be on or about 5:00 pm New York time on Tuesday, September 24, 2024 (the "Effective Date"), with the Common Stock trading on the Nasdaq Capital Market ("Nasdaq") on a reverse split-adjusted basis under the Company's existing trading symbol, "ORGS," at the market open on Wednesday, September 25, 2024. Reasons for the Reverse Stock Split The Company is effectuating the Reverse Stock Split to raise the per share bid price of the Company's Common Stock above $1.00 per share and bring the Company back into compliance with Nasdaq Listing Rule 5550(a)(2). The Company will have regained compliance once the Company's Common Stock trades at or above $1.00 for a minimum of 10 consecutive trading days, at which time Nasdaq will provide the Company with notice that it has regained compliance. Effects of the Reverse Stock Split Effective Date; Symbol; CUSIP Number. The Reverse Stock Split becomes effective with Nasdaq and the Common Stock will begin trading on a split-adjusted basis at the open of business on September 25, 2024. In connection with the Reverse Stock Split, the CUSIP number for the Common Stock will change to 68619K303. Split Adjustment; Treatment of Fractional Shares . On the Effective Date, the total number of shares of Common Stock held by each stockholder of the Company will be converted automatically into the number of shares of Common Stock equal to: (i) the number of issued and outstanding shares of Common Stock held by each such stockholder immediately prior to the Reverse Stock Split divided by (ii) 10. Any fractional share
SIGNATURES
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: September 23, 2024 By: /s/ Victor Miller Victor Miller Chief Financial Officer, Treasurer and Secretary