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): November 18, 2020
ORGENESIS INC.
(Exact name of registrant as specified in its charter)
| Nevada | | 001-38416 | | 98-0583166 |
| (State or other jurisdiction | | (Commission | | (IRS Employer |
| of incorporation | | File Number) | | Identification No.) |
20271 Goldenrod Lane, Germantown, MD 20876
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (480) 659-6404
Not Applicable
(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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b)) |
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| ☐ | Pre-commencement 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 Stock | | ORGS | | The Nasdaq Capital Market |
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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders
On November 18, 2020, Orgenesis Inc. (the “Company”) held its 2020 annual meeting of stockholders (the “2020 Annual Meeting”) at 10:00 a.m. in a virtual-only meeting format as a result of public health and travel guidance due to COVID-19. As of September 21, 2020, the record date for the 2020 Annual Meeting, there were 22,094,470 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), issued and outstanding. A quorum of common stockholders, present virtually in person or by proxy, representing 11,390,397 shares of Common Stock, or approximately 52% of the shares entitled to vote, was present at the 2020 Annual Meeting. A description of the material terms of each proposal set forth below were included in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on September 23, 2020. The final voting results of the 2020 Annual Meeting are set forth below.
1. Proposal to elect directors to serve until the 2021 Annual Meeting of Stockholders.
The Company’s stockholders elected each of the Company’s six nominees for director to serve a term of one year to expire at the 2021 annual meeting of stockholders or until their respective successors are duly elected and qualified, as set forth below:
| Name | | Votes For | | | Votes Withheld | |
| Vered Caplan | | | 7,654,582 | | | | 588,466 | |
| Guy Yachin | | | 7,563,928 | | | | 679,120 | |
| David Sidransky | | | 5,870,783 | | | | 2,372,265 | |
| Yaron Adler | | | 7,616,409 | | | | 626,639 | |
| Mario Philips | | | 7,667,689 | | | | 575,359 | |
| Ashish Nanda | | | 7,616,593 | | | | 626,455 | |
2. Proposal to ratify the appointment of Kesselman & Kesselman C.P.A.s, a member firm of PricewaterhouseCoopers International Limited, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020.
| Votes For | | | Votes Against | | | Abstain | | | Broker Non-Votes | |
| | 11,301,324 | | | | 58,710 | | | | 30,363 | | | | - | |
3. Proposal to approve by an advisory vote the compensation of the Company’s named executive officers.
| Votes For | | | Votes Against | | | Abstain | | | Broker Non-Votes | |
| | 7,397,210 | | | | 197,613 | | | | 648,225 | | | | 3,147,349 | |
Proposals 1, 2 and 3 received the requisite number of votes and were approved.
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. | |
| | |
| By: | |
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| /s/ Neil Reithinger | |
| Neil Reithinger | |
| Chief Financial Officer, Treasurer and Secretary | |
| November 23, 2020 | |
