SEC Form 4 · accession 0001062993-19-001152
Orgenesis Inc. · ORGS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Yaron Adler
Director
Period of report
Mar 4, 2014
Accepted (ET)
Mar 5, 2019 · 6:52 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001460602
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jun 11, 2018 | C | 37,662 | — | A | 37,662 | I | Held through Yaron Adler Investment (1999) LTD |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrants | $6.24 | Mar 4, 2014 | A | 16,026 | A | Mar 4, 2017 | Mar 4, 2017 | Common Stock | 16,026 | 16,026 | I |
| Warrants | $6.24 | Nov 30, 2015 | A | 9,616 | A | Nov 30, 2018 | Nov 30, 2018 | Common Stock | 9,616 | 9,616 | I |
| 6% Convertible NoteF3,F2 | $4.80 | Sep 15, 2014 | P | 100,000 | A | Sep 15, 2014 | Mar 15, 2015 | Common Stock | — | 100,000 | I |
| 6% Convertible NoteF3,F2 | $4.80 | Jun 11, 2018 | C | 100,000 | D | Sep 15, 2014 | Mar 15, 2015 | Common Stock | 37,662 | 0 | I |
| Stock OptionF2,F4 | $4.80 | Dec 9, 2016 | A | 41,667 | A | — | Dec 9, 2026 | Common Stock | 41,667 | 41,667 | D |
Explanation of responses
- F1These securities were acquired by the reporting person upon the conversion of a convertible note as described in footnote 3 below.
- F2Represents post-reverse stock split amounts.
- F3Represents an unsecured convertible note with a maturity date of March 15, 2015 (the "Maturity Date") issued by the Issuer to the reporting person on September 15, 2014 for a loan of $100,000 (the "Principal Amount"). The Principal Amount and any accrued but unpaid interest was convertible into shares of common stock of the Issuer (each a "Conversion Share") at a conversion price of $0.40 per Conversion Share. The conversion price per Conversion Share was adjusted to $4.80 as a result of the post-reverse stock split. Interest accrued daily at a rate of 6% per 360-day year and, due to default, increased to 24% per 360-day year, including the Principal Amount and any accrued but unpaid interest, from and after the Maturity Date. On June 11, 2018, the reporting person converted the loan and any accrued but unpaid interest and received 37,662 Conversion Shares in full satisfaction of the convertible note.
- F4These non-plan options were awarded to purchase shares of common stock of the Issuer and vested in equal quarterly installments over a two-year period from the award date.