Organigram Global Inc 6-K, filed Dec 17, 2024

Organigram Global Inc. (OGI)

6-K 2024-12-17 For: 2024-12-06

Added on April 11, 2026

About this 6-K

Organigram Global Inc filed this 6-K on December 17, 2024.

99.1	Material Change Report dated December 16, 2024

99.2	Share Purchase Agreement between Organigram Holdings Inc. and the shareholders of Motif Labs Ltd., dated December 6, 2024.

	Page

ARTICLE 1 INTERPRETATION	1
1.1 Defined Terms.	1
1.2 Construction; Independent Legal Advice.	21
1.3 Certain Rules of Interpretation.	22
1.4 Knowledge.	22
1.5 Computation of Time.	23
1.6 Performance on Business Days.	23
1.7 Currency and Payment.	23
1.8 Accounting Terms.	23
1.9 Schedules.	23
1.10 Exhibits.	23

ARTICLE 2 PURCHASE AND SALE OF THE TARGET SHARES	23
2.1 Agreement to Purchase and Sell.	23
2.2 Purchase Price.	24
2.3 Purchaser Advance	24
2.4 Options.	24
2.5 Warrants.	25
2.6 Estimated Purchase Price.	26
2.7 Closing Date Payments.	26
2.8 Closing Statements.	27
2.9 Adjustment Escrow Release.	29
2.10 No Double Counting	30
2.11 Withholding.	30
2.12 Rollover Election.	30
2.13 Share for Share Exchange	30

ARTICLE 3 MATTERS RELATING TO SHARE CONSIDERATION	31
3.1 Contingent Consideration.	31
3.2 Contingent Consideration Adjustments.	31
3.3 Escrow of Consideration Shares.	34
3.4 Applicable Securities Laws - Consideration Shares and Contingent Consideration Shares.	34
3.5 Fractional Shares.	34

ARTICLE 4 CLOSING	34
4.1 Closing.	34

ARTICLE 5 REPRESENTATIONS AND WARRANTIES	35
5.1 Representations and Warranties of the Vendors.	35
5.2 Representations and Warranties of the Vendors in respect of the Target Entity.	37
5.3 Representations and Warranties of the Purchaser.	60

ARTICLE 6 COVENANTS	64
6.1 Books and Records.	64
6.2 Personal Information.	64
6.3 Tax Matters.	64
6.4 Transaction Bonuses and Other Payments.	65

ARTICLE 7 INDEMNIFICATION	66
7.1 Survival of Representations, Warranties and Covenants of the Vendors.	66
7.2 Survival of the Representations, Warranties and Covenants of the Purchaser.	66
7.3 Indemnification by the Vendors.	67
7.4 Indemnification by the Purchaser.	67
7.5 Limitations on Indemnity.	68
7.6 Notice of Claim.	69
7.7 Third Party Claims.	70
7.8 Tax Contests.	72
7.9 Direct Claims.	73
7.10 Indemnification Payments.	73
7.11 Provisions Relating to the Indemnity Escrow Amount.	74
7.12 Waiver.	75
7.13 Exclusivity.	75
7.14 Trust and Agency.	76
7.15 One Recovery.	76
7.16 No Contribution from the Target Entity.	76
7.17 Mitigation.	76
7.18 Insurance and Other Sources of Recovery.	76
7.19 Limitations Act.	77

ARTICLE 8 SHAREHOLDER RELEASE	77
8.1 Shareholder Release.	77
8.2 Target Entity Release.	78

ARTICLE 9 VENDORS' REPRESENTATIVE	79
9.1 Appointment of Vendors' Representative	79

ARTICLE 10 POST-CLOSING COVENANTS	81
10.1 Documentation.	81
10.2 Data Room	82
10.3 Contingent Consideration Trigger Date.	82
10.4 Listing of Contingent Consideration Shares.	82

ARTICLE 11 GENERAL	82
11.1 Confidentiality and Disclosure.	82
11.2 Expenses.	83
11.3 Entire Agreement; No Third Party Beneficiary.	83
11.4 Amendment.	83
11.5 Non-Merger.	84
11.6 Waiver of Rights.	84
11.7 Governing Law; Attornment.	84
11.8 Jurisdiction.	84
11.9 Notices.	84
11.10 Assignment; Enurement.	85
11.11 Further Assurances.	85
11.12 Severability.	85
11.13 Counterparts and Electronic Delivery.	86

	ORGANIGRAM HOLDINGS INC.


	Per:	(Signed) "Beena Goldenberg"
		Name: Beena Goldenberg
		Title: Chief Executive Officer

	Per:	(Signed) "Greg Guyatt"
		Name: Greg Guyatt
		Title: Chief Financial Officer




		(Signed) [redacted - personal information]
		[redacted - personal information], solely in his capacity as the Vendors' Representative