8-K
Orgenesis Inc. (ORGS)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 28, 2025
ORGENESIS
INC.
(Exact name of registrant as specified in its charter)
| Nevada | 001-38416 | 98-0583166 |
|---|---|---|
| (State<br> or other jurisdiction | (Commission | (IRS<br> Employer |
| of<br> incorporation | File<br> Number) | Identification<br> No.) |
20271Goldenrod Lane, Germantown, MD 20876
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (480) 659-6404
NotApplicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common<br> Stock | ORGS | * |
* On October 17, 2024, the Nasdaq Stock Market (“Nasdaq”) notified Orgenesis Inc. (the “Company”) that it plans to file a notification of removal from listing (Form 25) with the Securities and Exchange Commission (the “SEC”) to delist the Company’s common stock from Nasdaq upon the completion of all applicable procedures. After the Form 25 is filed by Nasdaq, the delisting will become effective 10 days later. The deregistration of the Company’s common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will occur 90 days following the filing of the Form 25, or such shorter period as the SEC may determine. Upon deregistration of the Company’s common stock under Section 12(b) of the Exchange Act, the Company’s common stock will remain registered under Section 12(g) of the Exchange Act. The Company’s common stock began trading on the OTCQX operated by the OTC Markets Group, Inc. beginning on October 21, 2024.
Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b -2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item1.01 Entry into a Material Definitive Agreement.
On February 28, 2025, Orgenesis Inc. (the “Company”) entered into an Agreement (the “Asset Purchase Agreement”) with Neurocords, LLC. (“Neurocords”) for the purchase by the Company of certain intellectual property assets and all development product, deliverables and data related thereto in the field of advanced regenerative medicine therapies for spinal cord injuries (SCI) (the “Assets”). In addition, Neurocords and Company entered into mutual releases against all future claims, and terminated certain licensing and related agreements previously entered into. In addition, the Company will have a three-month option at no further cost to receive an assignment of the William Rice University Option Agreement, dated November 24, 2024.
Pursuant to the Asset Purchase Agreement, in consideration for the purchase of the Assets, the Company will issue to Neurocords or any other person or entity designated in writing by Neurocords 1,200,000 (one million and two hundred thousand) shares of common stock of Orgenesis, free and clear of any trading restrictions after the initial 6-month restricted period, or any other restrictions or third-party rights.
The Purchase Agreement contains representations, warranties, and covenants of the parties that are customary for a transaction of this type. The foregoing summary of the Purchase Agreement does not purport to be complete and is subject to and qualified in its entirety by the Asset Purchase Agreement and Assignment and Assumption Agreement attached as Exhibit 10.1 and 10.2 to this Current Report on Form 8-K, which is incorporated herein by reference.
Item2.01 Completion of Acquisition or Disposition of Assets
As described in Item 1.01 of this Current Report on Form 8-K, on March 3 2025, the Company acquired the Assets pursuant to the Asset Purchase Agreement. The information set forth under Item 1.01 is incorporated into this Item 2.01 by reference.
Item9.01. 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 | Agreement, dated as of February 28 2025, between Orgenesis Inc. and Neurocords, LLC.* |
| 10.2 | Assignment and Assumption Agreement, dated as of March 3,2025, between Orgenesis Inc. and Neurocords, LLC.* |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
* Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted attachment to the SEC upon request.
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:<br> March 6, 2025 | By: | /s/ Victor Miller |
| Victor<br> Miller | ||
| Chief<br> Financial Officer, Treasurer and | ||
| Secretary |
Exhibit10.1
AGREEMENT
This Agreement (“Agreement”) is made this 28 day of February, 2025 (“Effective Date”), by and between Orgenesis, Inc., a Nevada corporation, having an address at 20271 Goldenrod Lane, Germantown, MD, 20876 USA (including any affiliate or subsidiary thereof “Orgenesis”) and NEUROCORDS, LLC. a Delaware limited liability company having a place of business at 58 Ha’eakevet St. Tel Aviv, Israel (“Neurocords”) and Mr. Ariel Malik (“Malik”).
Orgenesis, Neurocords and Malik are referred to herein collectively as the “Parties” and may be individually referred to herein as a “Party”.
Capitalizedterms used in this Agreement and not otherwise defined herein, shall have the meaning ascribed to such terms in the 2023 Agreements (asdefined below).
WITNESSETH:
WHEREAS, Neurocords and Orgenesis have entered into a certain Sublicense Agreement dated July 24, 2023 (“Sublicense Agreement”), Master Processing Development and Manufacturing Services Agreement dated July 24, 2023 (“MSA”) and together with Malik an Option Agreement dated July 25, 2023 (“Option Agreement” and together with the Sublicense Agreement and the MSA the “2023 Agreements”); and
WHEREASthe Parties have held discussions with regard to 2023 Agreements and in particular with regard to exercise of Malik’s Put Option (as such term is defined in the Option Agreement), and the exercise notices sent by Malik on December 30, 2024 and January 26, 2025, and letter sent by Ms. Kaplan dated January 19, 2025 and the response letter sent by DLE&Co. dated January 26, 2025 (the “SubjectMatter”); and
WHEREASthe Parties desire that this Agreement lawfully and finally: (i) exhaust, discharge and terminate the various business relationships between the Parties created by the 2023 Agreements; (ii) exhaust, discharge and terminate all agreements presently linking the Parties together as of the Effective Date; (iii) provide for the Parties an orderly and amicable parting of ways; and (iv) finally settle all disputes relating to the Subject Matter as well as confirm understandings so as to ensure that there are no other current or future disputes between the Parties.
NOWTHEREFORE, in consideration of the foregoing recitals and the covenants and representations contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
ARTICLEI.
RECITALS
| 1. | Recitals.<br> The foregoing recitals constitute a material part of this Agreement. |
|---|
ARTICLEII.
TERMINATIONOF THE 2023 AGREEMENTS
| 2. | Subject<br> to consummation of the Closing (as defined below), the Sale and Purchase of the Purchased<br> Assets and the issuance of the Consideration Shares, as prescribed hereunder, the Parties<br> hereby confirm and acknowledge as of the Effective Date that each has discharged and extinguished<br> all obligations and liabilities toward the other Parties in connection with the 2023 Agreements<br> and that such 2023 Agreements (including, without limitation, the Sublicense (as such term<br> is defined in the Sublicense Agreement) granted to Neurocord under the Sublicense Agreement)<br> are terminated and will have no further effect other than the confidentiality and non-use<br> obligations therein with regard to confidential information which shall remain in effect.<br> Neurocords shall immediately cease use of Patent Rights as such term is defined in the Sublicense<br> Agreement) and all rights therein hereby revert back to Orgenesis, |
|---|
ARTICLEIII.
PURCHASEAND SALE
| 3. | Purchase<br> and Sale |
|---|---|
| 3.1 | Purchase<br> and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing,<br> Neurocords shall sell, convey, assign, transfer and deliver to Orgenesis, and Orgenesis shall<br> purchase from Neurocords, all of Neurocords ‘s rights, title and interests in, to and<br> under all of the assets, contracts and agreements detailed in Schedule I, hereunder<br> (Collectively “Purchased Assets”), free and clear of all liens and encumbrances.<br> Notwithstanding anything to the contrary of the MSA, all Purchased Assets shall be considered<br> part of the confidential information of Orgenesis. |
| --- | --- |
| 3.2 | Excluded<br> Assets. Other than the Purchased Assets, Orgenesis expressly understands and agrees that<br> it is not purchasing or acquiring, and Neurocords and Malk are not selling or assigning,<br> any other assets or properties of Neurocords and Malik, and all such other assets and properties<br> shall be excluded from the Purchased Assets (collectively, the “Excluded Assets”). |
| 3.3 | Assumed<br> Liabilities. Subject to the terms and conditions set forth herein, Orgenesis shall assume<br> and agree to pay, perform and discharge when due (a) any and all liabilities of Neurocords<br> and Malk arising out of or relating to the Assets #1,#2 and #3 of the Purchased Assets (as<br> listed in Schedule I) on orafter the Closing; and (b) and any and all liabilities of Neurocords<br> and Malik arising out of or relating to Asset #4 of the Purchased Assets (as listed in Schedule<br> I) after the Option Date if and only if the Asset #4 Option is exercised by Orgenesis<br> (as defined in Schedule 1), all other than the Excluded Liabilities (collectively, the “Assumed Liabilities”). . |
| 3.4 | Excluded<br> Liabilities. Orgenesis shall not assume and shall not be responsible to pay, perform<br> or discharge any of the following liabilities of Neurocords and Malk (collectively, the “Excluded Liabilities”) (i) any liabilities relating to or arising out of the Excluded Assets;<br> (ii) any liabilities for (A) taxes relating to the Purchased Assets or the Assumed Liabilities<br> for any taxable period ending on or prior to the Closing Date and (B) any other taxes of<br> Neurocords or any stockholders or Affiliates of Neurocords, including Malik (C) any liabilities<br> relating to or arising out of Asset #4 of the Purchased Assets (as listed in Schedule I)<br> for the period ending on or prior to the Option Date if and only if the Asset #4 Option is<br> exercised by Orogenesis. |
ARTICLEIV.
CLOSING
| 4. | Closing. |
|---|---|
| 4.1 | On<br> March 3, 2025, or at any other time mutually agreed in writing by the Parties, the closing<br> of the transactions contemplated under this Agreement (the “Closing” and<br> the date on which the Closing actually occurs, the “Closing Date”) shall<br> take place by electronic exchange of documents and counterpart signature pages. Each Party<br> will take all such reasonable and lawful actions as may be necessary or appropriate in order<br> to promptly effectuate the Closing. |
| --- | --- |
| 4.2 | At<br> the Closing, the following transactions shall occur, which transactions shall be deemed to<br> take place simultaneously and no transaction shall be deemed to have been completed or any<br> document delivered until all such transactions have been completed and all required documents<br> delivered. |
| 4.2.1 | Neurocords<br> and Malik shall deliver to Orgenesis: |
| --- | --- |
| 4.2.1.1 | An<br> assignment and assumption agreement in the form of Exhibit A attached hereto (“Assignment and Assumption Agreement”) and duly executed, effecting the assignment to and assumption<br> by Orgenesis of the Purchased Assets and the Assumed Liabilities. |
| --- | --- |
| 4.2.1.2 | Deliver<br> a certificate of the Secretary (or equivalent officer) of Neurocords certifying as to (A)<br> the resolutions of the board of directors of Neurocords, which authorize the execution, delivery<br> and performance by Neurocords of this Agreement and the other agreements, instruments and<br> documents required to be delivered in connection with this Agreement or at the Closing (Collectively<br> the “Transaction Documents”) and the consummation of the transactions contemplated<br> hereby and thereby and (B) the names and signatures of the officers of Neurocords authorized<br> to sign this Agreement and the other Transaction Documents. |
| 4.2.1.3 | Such<br> other customary instruments of transfer or assumption, filings or documents, in form and<br> substance reasonably requested by Orgenesis, as may be required to give effect to the transactions<br> contemplated by this Agreement. |
| 4.2.2 | Orgenesis<br> will: |
| --- | --- |
| 4.2.2.1 | Issue<br> to Neurocords or any other person or entity designated in writing by Neurocords 1,200,000<br> (one million and two hundred thousand) shares of common stock of Orgenesis (“Consideration Shares”), free and clear of any trading restrictions after the initial 6-month<br> restricted period, or any other restrictions or third-party rights (“Free and Clear”). |
| --- | --- |
| 4.2.2.2 | Deliver<br> the Assignment and Assumption Agreement duly executed. |
| 4.2.2.3 | Deliver<br> a certificate of the Secretary (or equivalent officer) of Orgenesis certifying as to (A)<br> the resolutions of the board of directors of Orgenesis, which authorize the execution, delivery<br> and performance by Orgenesis of the Transaction Documents and the consummation of the transactions<br> contemplated hereby and thereby and (B) the names and signatures of the officers of Orgenesis<br> authorized to sign this Agreement and the other Transaction Documents. |
| 4.2.2.4 | Deliver<br> Such other customary instruments of transfer or assumption, filings or documents, in form<br> and substance reasonably requested by Neurocords or Malik, as may be required to give effect<br> to the transactions contemplated by this Agreement. |
| 4.3 | Issuance<br> of Consideration Shares. All Consideration Shares when issued and in accordance with<br> this Agreement, (i) will be duly authorized, validly issued, fully paid and free of any preemptive<br> rights; (ii) will have the rights, preferences, privileges and restrictions set forth in<br> the certificate of incorporation and bylaws of Orgenesis; (iii) will be free and clear of<br> any restrictive legends, lock-up periods, or transfer restrictions, except as required by<br> applicable securities laws (and in any event no longer than the initial 6-month restricted period), liens, encumbrances or any third party rights of any kind and shall be duly<br> registered in the name of Neurocords (or its designees) in Orgenesis’s Stockholders<br> Register. |
| --- | --- |
| 4.3.1 | Orgenesis<br> shall take all required steps to facilitate the removal of any restrictive legends upon the<br> expiration of the applicable restricted period, including providing required legal opinions<br> and instructing its transfer agent to process unrestricted transfers without undue delay. |
| --- | --- |
| 4.4 | Subject<br> to consummation of the Closing, Orgenesis acknowledge the receipt in full of the Purchased<br> Assets and waives any claim with regard to the delivery thereof. |
| --- | --- |
ARTICLEV.
MUTUALRELEASE
| 5. | Mutual<br> Release. Each of Orgenesis, Neurocords and Malik does hereby globally, immediately and<br> effective as of the Closing Date (and subject to consummation of the Closing), and forever<br> release, acquit, and discharge the other Parties hereto and any and all of their respective<br> shareholders, affiliates, subsidiaries, officers, directors, attorneys, agents, employees,<br> personal representatives, successors, and assigns, as applicable (collectively, the “Releasees”),<br> from any and all manner of claims, benefits, rights, causes of action, suits, debts, sums<br> of money, obligations, losses, expenses, liabilities, accounts, reckonings, bonds, bills,<br> specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses,<br> damages, judgments, executions, claims and demands whatsoever, in law or in equity, of whatever<br> nature or kind, known or unknown, which any of the Parties ever had, now have, or may in<br> the future have, against the Releasees for, upon or by reason of any matter, cause or thing<br> whatsoever, including, but not limited to, the Subject Matter, any rights or obligations<br> with respect to the 2023 Agreements and/or any transaction contemplated thereby, any action<br> and/or omission by the Releasees, from the beginning of time to the Closing Date, with the<br> sole exception of the rights and obligations of the Parties hereto arising under and pursuant<br> to this Agreement. provided, however, that with respect to Malik, the release and waiver<br> of claims, as stated above, shall be absolute, complete, and without any qualification, including<br> with respect to this Agreement (other than with respect to Malik’s obligations under<br> this Section 5 and Sections 6.1 through 6.7, 8, 9, 10 and 11 below) , the transactions contemplated<br> hereby, the Purchased Assets, the Excluded Assets, and the Excluded Liabilities, and any<br> rights, obligations, claims, or causes of action arising in connection therewith, whether<br> arising before or after the Closing Date, past, present, or future. |
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ARTICLEVI.
REPRESENTATIONSAND WARRANTIES BY THE PARTIES
| 6. | Representations<br> and Warranties by the Parties. Each Party hereby represents, warrants and covenants (with<br> respect to itself severely) to the other Parties hereto as follows: |
|---|---|
| 6.1 | It<br> has the full power and authority to execute, deliver and perform this Agreement and the documents<br> related thereto. |
| --- | --- |
| 6.2 | This<br> Agreement and any other documents to be executed and delivered by such Party in accordance<br> herewith constitute the legal, valid and binding obligations of such Party, enforceable against<br> such Party, subject to bankruptcy, insolvency, moratorium, reorganization and similar laws<br> of general applicability affecting the rights and remedies of creditors and to general principles<br> of equity, regardless of whether enforcement is sought in proceedings in equity or by law. |
| 6.3 | The<br> execution and delivery of this Agreement and any other documents to be executed and delivered<br> by such Party in accordance herewith, and the fulfillment of and compliance with their respective<br> terms by such Party does not and will not (i) conflict with or result in a breach of the<br> terms, conditions, or provisions of, (ii) constitute a default or event of default under,<br> (iii) give any third party the right to accelerate any obligation under, (iv) result in a<br> violation of, or (v) require any authorization, consent, approval exemption or other action<br> by or notice to any court or governmental authority pursuant to, the certificate of incorporation,<br> bylaws or any regulation, order or contract to which such Party is subject. |
| 6.4 | It<br> has not employed any broker, investor, advisor, consultant, or other intermediary in connection<br> with this Agreement or any other document or transaction contemplated hereby who is or might<br> be entitled to any fee, commission or other compensation from the Parties upon or as a result<br> of the execution of this Agreement or documents, or the consummation of the transactions<br> contemplated hereby. |
| 6.5 | It<br> is not aware of any pending or threatened claims which would affect such Party’s ability<br> to perform under this Agreement. |
| 6.6 | All<br> of the representations, warranties, covenants, and agreements contained in this Agreement<br> are material and have been relied upon by each of the Parties hereto and shall survive the<br> closing of the transactions contemplated by this Agreement until expiry of their applicable<br> statute of limitations. The representations and warranties contained herein shall not be<br> affected by any investigation, verification or examination by any Party hereto or by anyone<br> on behalf of such Party; and |
| 6.7 | Each<br> Party hereto acknowledges that it has had a full and fair opportunity to review this Agreement,<br> the Purchased Assets, understands all of this Agreement terms and provisions, and has consulted<br> with an attorney of his or its choice before executing this Agreement. Each Party also acknowledges<br> that no promises or inducements have been offered or given to it to persuade it to execute<br> this Agreement, other than that consideration herein recited; that such Party is not relying<br> on any representations or statements by any other Party hereto in connection with this Agreement,<br> other than representations and statements contained herein or instruments executed or delivered<br> pursuant to this Agreement; and that this Agreement, together with any instruments that may<br> be executed or delivered pursuant to this Agreement, is intended as a full accord and satisfaction<br> of bona fide disagreements concerning the relationship between the Parties. |
| 6.8 | Specific<br> Representations and Warranties with regard to Assets #1, #2 and #3 |
| 6.8.1 | Neurocords<br> hereby represents, warrants and covenants that to the best of its knowledge, there are no<br> outstanding liabilities other than an outstanding $5K residual license fee payment, which<br> is the obligation of Orgenesis, with respect to Assets #1,#2 and #3 at Closing including<br> the €15,000 license fee invoice dated February 14, 2025. |
| --- | --- |
| 6.8.2 | Orgenesis<br> represents, warrants and covenants that there are no outstanding account receivables accrued<br> or due from Neurocords or Malik at Closing and that they have not received and are not aware<br> of any notice, demand, claim, action, legal proceeding (whether at law or in equity), investigation<br> or arbitration or third party rights (“Claims”) against the or in relation to<br> Orgenesis or Assets #1,#2 and #3 , including Claims which may challenge or seek to prevent,<br> enjoin or otherwise delay the transactions contemplated under this agreement |
ARTICLEVII.
NOADMISSION OF LIABILITY; COVENANT NOT TO SUE
| 7. | No<br> Admission of Liability; Covenant Not to Sue. |
|---|---|
| 7.1 | The<br> releases set forth in Section 5 above (the “General Releases”) are<br> accepted by the Parties hereto as compromises of disputed claims and comprise part of the<br> transactions contemplated herein and shall not be construed as an admission of liability<br> on the part of any of the Parties hereto. |
| --- | --- |
| 7.2 | Each<br> of the Parties hereto agrees that none of them, nor any of their respective agents, employees,<br> personal or legal representatives, successors or permitted assigns will bring, commence,<br> institute, maintain or prosecute any action at law or proceeding in equity, or any legal<br> proceeding whatsoever, or any claim for relief or damages, against any of the other Parties<br> hereto which is based in whole or in part on any of the matters or claims released under<br> the General Releases. The Parties hereto agree that the releases contained in the General<br> Releases may be pleaded as a full and complete defense, and may be used as a basis for an<br> injunction against any action or suit or other proceeding that may be commenced, instituted,<br> prosecuted or attempted by any of the other Parties hereto or any of their personal or legal<br> representatives, employees, agents, officers, directors, successors or permitted assigns,<br> in breach of any of the provisions set forth in this Agreement. The Parties hereto further<br> agree that none of them will, at any time, take any action of any nature whatsoever to (i)<br> obtain a determination that this Agreement, or the transactions contemplated hereby, are<br> unlawful, illegal or against public policy, (ii) challenge the validity or enforceability<br> of this Agreement or the transactions contemplated hereby, (iii) or that any of the arrangements<br> set forth in this Agreement, or any of the transactions contemplated hereby, are unlawful<br> in any other manner whatsoever. |
ARTICLEVIII.
CONFIDENTIALITY
| 8. | Confidentiality.<br> No Party will disclose or use the terms of this Agreement or the documents, other than the<br> fact of settlement, to anyone other than such Party’s attorneys, members, managers,<br> shareholders, lenders, or accountants, in connection with arbitration / litigation to enforce<br> this Agreement, or as otherwise required by law or as deemed appropriate by the legal counsel<br> in connection with securities and other laws. Further, the Parties agree that if any breach<br> of this Section occurs, irreparable harm not fully compensable by damages will occur. For<br> that reason, in the event of any breach or threatened breach of this Section, the nonbreaching<br> Party will be entitled to injunctive relief; as well as damages. |
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ARTICLEIX.
NON-DISPARAGEMENT
| 9. | Non<br> disparagement. From and after the date of this Agreement, each Party will refrain from<br> making any disparaging statements, communications or comments about any other Party to this<br> Agreement, and from in any way interfering with their existing or prospective business relationships. |
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ARTICLEX.
PRESSRELEASES AND PUBLIC ANNOUNCEMENTS
| 10. | Press<br> Releases and Public Announcements. No Party shall issue any press release or make any<br> public announcement relating to the subject matter of this Agreement without obtaining the<br> prior approval of the other Parties, unless otherwise required by law and/or in connection<br> with arbitration / litigation to enforce this Agreement. |
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ARTICLEXI.
GENERALPROVISIONS
| 11. | General<br> Provisions. |
|---|---|
| 11.1 | Notices.<br> All notices, requests, demands, claims, and other communications under this Agreement must<br> be in writing. Any notice, request, demand, claim, or other communication under this Agreement<br> will be deemed duly given only if it is sent by electronic mail or mailed by registered or<br> certified mail, postage prepaid, or otherwise delivered by hand or by messenger, addressed<br> to such Party’s address, as set forth above, or at such other address as the Party<br> shall have furnished to the other Party in writing in accordance with this provision:<br><br> <br><br><br> <br>Any<br> notice sent in accordance with this Section shall be effective (i) if mailed, five (5) business<br> days after mailing; (ii) if sent by messenger, upon delivery; and (iii) if sent via electronic<br> mail, upon transmission and electronic confirmation of transmission or (if transmitted and<br> received on a non-Business Day) on the first business day following transmission and electronic<br> confirmation of transmission. For purposes hereof, a “Business Day” means any<br> day on which the banks in Israel are open for business. |
| --- | --- |
| 11.2 | Final<br> Agreement. This Agreement, and the related documents, constitute a single, integrated,<br> written contract expressing the entire agreement of the Parties relative to this matter.<br> No covenants, agreements, representations or warranties of any kind whatsoever have been<br> made by any Party, except as specifically set forth herein and therein. All prior discussions<br> and negotiations have been and are merged and integrated into and are superseded by, said<br> documents. |
| 11.3 | Governing<br> Law; Venue; Jurisdiction. This Agreement shall be governed and construed in accordance<br> with the laws of the State of New York (without regard to its conflict of law rules). The<br> competent courts of New York City shall have sole jurisdiction with respect to any matters<br> regarding and/or arising from this Agreement, its interpretation, or the rights and obligations<br> of the parties hereunder. |
| 11.4 | Amendments<br> in Writing. Any amendments to this Agreement must be in writing and signed by or on behalf<br> of all Parties to the Agreement. |
| 11.5 | Enforceability;<br> Waiver. Should any provision of this Agreement be found legally unconscionable, objectionable,<br> or otherwise unenforceable, all other provisions of this Agreement will remain in full force<br> and effect. No delay or omission on the part of any Party hereto in exercising any right<br> hereunder shall operate as a waiver of such right or any other right under this Agreement. |
| 11.6 | No<br> Assignment of Any Rights or Claims. The Parties to this Agreement warrant and undertake<br> that they have not assigned the claims released herein, that they will not assign the claims,<br> and that they have the full right to execute this Agreement. |
| 11.7 | Section<br> Headings. The section headings appearing in this Agreement have been inserted for the<br> purpose of convenience and ready reference. They do not purport to, and should not be deemed<br> to define, limit, or extend the scope or intent of any section. |
| 11.8 | Cooperation<br> in Drafting. Each Party has cooperated in the drafting and preparation of this Agreement.<br> Hence, in any litigation concerning this Agreement, the same will not be construed against<br> any Party hereto. |
| 11.9 | Expenses<br> and Tax. All expenses in connection with the preparation of this Agreement and documents,<br> including, without limitation, counsel fees, accounting fees and disbursements, shall be<br> borne by the respective Parties incurring such expense, whether or not such transactions<br> are consummated. The consideration for the transaction, including the number of Consideration<br> Shares, is final and shall not be adjusted under any circumstances. Orgenesis shall not be<br> entitled to withhold or deduct any amount or shares due to any tax obligation including but<br> not limited to VAT. Any such taxes shall be grossed up to ensure that the Neurocords receives<br> the full agreed consideration without any reduction or deduction. |
| --- | --- |
| 11.10 | Execution<br> in Counterparts. This Agreement, documents, and either ancillary documents may be signed<br> in counterparts and scanned copies, each of which may be delivered by telecopy or other electronic<br> means as agreed to by the Parties but will not be effective until all Parties have signed<br> at least one counterpart. |
| 11.11 | No<br> third-party Beneficiaries. This Agreement shall not confer any rights or remedies under<br> or by reason of this Agreement to or for the benefit of any person other than the Parties<br> to this Agreement and their respective successors and assigns (including the heirs, beneficiaries<br> or legal representatives of the Parties), nor shall this Agreement relieve or discharge the<br> obligation or liability of any third persons to any Party. This Agreement shall not give<br> any third persons any right of subrogation or action against any Party to this Agreement. |
IN WITNESS WHEREOF, the Parties have signed this Amendment and Settlement Agreement as of the Effective Date.
[SignaturePage to Follow]
[SignaturePage – Orgenesis, Neurocords Malik]
| ORGENESIS INC. |
|---|
| By: |
| Name: |
| Title: |
| ARIEL MALIK |
| --- |
| By: |
| NOCORDS LLC. |
| --- |
| By: |
| Name: |
| Title: |
All values are in Euros.
ScheduleI
PurchasedAssets
Neurocords hereby transfers and assigns to Orgenesis, free of charge, all Products, Deliverable and Data, invented, produced, manufactured and/or delivered under the MSA, together with all intellectual property rights related thereto, (including, without limitation, patents, patent applications, copyrights and data rights) and all other rights, title and interests therein and thereto, including without limitation:
| Asset #1 | |
|---|---|
| **** | The protocols, documentation, standard operating<br> procedures (“SOPs”), data, results actually delivered to Neurcords with regard to Protocol establishment – skin biopsies<br> processing – fibroblast culture |
| Asset #2 | |
| **** | The results, methods, techniques, formulations,<br> manufacturing records, and any other related documents or materials actually delivered to Neurcords in relation of Fibroblasts cell<br> bank establishment |
| Asset #3 | |
| **** | Quality control assays performed or developed<br> under the MAS actually delivered to Neurcords. |
| Asset #4 | |
| **** | Assignment of the Willam Rice University Option<br> Agreement (Agreement # OTT-OA-25-001) dated November 19, 2024. It is hereby agreed between the Parties that Asset # 4 will not be transferred<br> to Orgenesis at the Closing Date. Rather, Orgenesis will have a three-month option, which will expire three months following the Closing<br> Date (the “Asset #4 Option”, “Option Period” and “Option Date”, respectively)<br> during which time it will evaluate whether it wishes to receive Asset # 4 from Neurocords or Malik. Exercise of the Asset #4 Option<br> shall be performed by delivery of a written unconditional and irrevocable exercise notice to Neurocords and Malik during the Option<br> Period, following which Neurocords or Malik will assign Asset #4 to Orgenesis at no further cost no later than 60 days after receipt<br> of the exercise notice. |
| **** | If no exercise notice is<br> received by the Option Date the Asset #4 Option shall expire and shall be of no force and effect. |
ExhibitA
Assignmentand Assumption Agreement
Exhibit10.2
Assignmentand Assumption Agreement
This Assignment and Assumption Agreement (the “Agreement”), effective as of March 3, 2025 (the “Effective Date”), is by and between Neurocords, LLC., a Delaware limited liability company (“Neurocords”), and Orgenesis, Inc., a Nevada corporation (“ORGS”).
WHEREAS, Neurocords, Mr. Ariel Malik and ORGS have entered into a certain agreement, dated as of [DATE] (the “Main Agreement”), pursuant to which, among other things, Neurocords has agreed to assign all of its rights, title and interests in, and ORGS has agreed to assume all of Neurocord’s duties and obligations under, the Purchased Assets (as defined in the Main Agreement).
NOW,THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Definitions. All capitalized terms used in this Agreement but not otherwise defined herein are given the meanings set forth in the Main Agreement.
2. Assignment and Assumption. Neurocords hereby sells, assigns, grants, conveys and transfers to ORGS all of Neurocord’s right, title and interest in and to the Purchased Assets. ORGS hereby accepts such assignment and assumes all of Neurocord’s duties and obligations under the Purchased Assets and agrees to pay, perform and discharge, as and when due, all of the obligations of Neurocords under the Purchased Assets according to the provisions of Section 3 of the Main Agreement.
3. Terms of the Main Agreement. The terms of the Main Agreement, including, but not limited to, the representations, warranties, covenants, agreements and indemnities relating to the Purchased Assets are incorporated herein by this reference. The parties hereto acknowledge and agree that the representations, warranties, covenants and agreements contained in the Main Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Main Agreement and the terms hereof, the terms of the Main Agreement shall govern.
4. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of New York (without regard to its conflict of law rules). The competent courts of New York City shall have sole jurisdiction with respect to any matters regarding and/or arising from this Agreement, its interpretation, or the rights and obligations of the parties hereunder.
5. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
6. Further Assurances. Each of the parties hereto shall execute and deliver, at the reasonable request of the other party hereto, such additional documents, instruments, conveyances and assurances and take such further actions as such other party may reasonably request to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.
[signature page follows]
IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the date first above written.
| Neurocords<br> LLC |
|---|
| By |
| Name: |
| Title: |
| Orgenesis<br> Inc. |
| By |
| Name: |
| Title: |
| 2 |
| --- |