Large owner Safier Jacob bought $16,883 worth of shares (30,000 units at $0.56) and sold $16,259 worth of shares (30,000 units at $0.54) (SEC Form 4)
$ORGS
Biotechnology: Pharmaceutical Preparations
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Orgenesis Inc. [ ORGS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/10/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 2,000,000(1) | D | ||||||||
| Common Stock | 04/10/2024 | P | 10,000 | A | $0.5948 | 3,120,100(1) | I | By JSAF Holdings, LLC(2) | ||
| Common Stock | 04/10/2024 | S | 10,000 | D | $0.5444 | 3,110,100(1) | I | By JSAF Holdings, LLC(2) | ||
| Common Stock | 04/16/2024 | P | 10,000 | A | $0.5135 | 3,120,100(1) | I | By JSAF Holdings, LLC(2) | ||
| Common Stock | 04/16/2024 | S | 10,000 | D | $0.5001 | 3,110,100(1) | I | By JSAF Holdings, LLC(2) | ||
| Common Stock | 06/24/2024 | P | 10,000 | A | $0.58 | 3,120,100(1) | I | By JSAF Holdings, LLC(2) | ||
| Common Stock | 06/24/2024 | S | 10,000 | D | $0.5814 | 3,110,100(1) | I | By JSAF Holdings, LLC(2) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrant (right to buy) | $1.03 | 08/21/2024 | A(3) | 970,873 | 08/21/2024(4) | 08/20/2029 | Common Stock | 970,873(1) | $0 | 970,873(1) | D | ||||
| Warrant (right to buy) | $1.03 | 09/09/2024 | A(5) | 242,718 | 09/09/2024(6) | 09/08/2029 | Common Stock | 242,718(1) | $0 | 242,718(1) | D | ||||
| Warrant (right to buy) | $1.03 | 11/04/2024 | A(7) | 242,718 | 11/04/2024(8) | 11/03/2029 | Common Stock | 242,718 | $0 | 242,718 | D | ||||
| Explanation of Responses: |
| 1. On September 25, 2024, the Issuer effected a reverse stock split at a ratio of 1-for-10. The share amounts set forth here are presented before giving effect to the reverse stock split. |
| 2. The Reporting Person is the portfolio manager of the investment in the Issuer by JSAF Holdings, LLC ("JSAF") and may therefore be deemed to beneficially own the shares owned by JSAF. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
| 3. Pursuant to an Amended and Restated Promissory Note, dated as of August 10, 2024, issued by the Issuer to the Reporting Person, the Reporting Person was issued a warrant ("Warrant 1") exercisable for 970,873 shares of the Issuer's Common Stock, subject to adjustment in accordance with the terms thereof. |
| 4. Other than 53,970 shares currently exercsiable, Warrant 1 is not currently exercisable because it cannot be exercised by the Reporting Person if, after giving effect thereto, the Reporting Person would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), more than 9.99% of the outstanding shares of the Issuer's Common Stock, subject to certain exceptions. |
| 5. Pursuant to an Amended and Restated Promissory Note, dated as of September 9, 2024, issued by the Issuer to the Reporting Person, the Reporting Person was issued a warrant ("Warrant 2") exercisable for 242,718 shares of the Issuer's Common Stock, subject to adjustment in accordance with the terms thereof. |
| 6. Warrant 2 is not currently exercisable because it cannot be exercised by the Reporting Person if, after giving effect thereto, the Reporting Person would beneficially own, as determined in accordance with Section 13(d) of the Exchange Act, more than 9.99% of the outstanding shares of the Issuer's Common Stock, subject to certain exceptions. |
| 7. Pursuant to an Amended and Restated Promissory Note, dated as of November 4, 2024, issued by the Issuer to the Reporting Person, the Reporting Person was issued a warrant ("Warrant 3") exercisable for 242,718 shares of the Issuer's Common Stock, subject to adjustment in accordance with the terms thereof. |
| 8. Warrant 3 is not currently exercisable because it cannot be exercised by the Reporting Person if, after giving effect thereto, the Reporting Person would beneficially own, as determined in accordance with Section 13(d) of the Exchange Act, more than 9.99% of the outstanding shares of the Issuer's Common Stock, subject to certain exceptions. |
| /s/ Jacob Safier | 12/04/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||