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ORGENESIS INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sale of Equity Securities, Financial Statements and Exhibits

May 30, 2014



Item 1.01 Entry into a Material Definitive Agreement

On May 29, 2014, we entered into a convertible loan agreement with Nine Investments Limited, a Hong Kong company (the "Lender"), pursuant to which the Lender loaned us €1,085,000 (US$1,495,000) which we will transfer to our Belgium subsidiary to fund a research project to develop new medical technologies and cell therapies for the treatment of diabetes. Interest is calculated at 8% semi-annually and is payable, along with the principal on or before December 31, 2014 subject to acceleration for specific events including:

º if a grant of money to Orgenesis SPRL is not approved by DEPARTEMENT DE LA GESTION FINANCIERE DIRECTION DE L'ANALYSE FINANCIERE ("DGO6") within 90 days after the loan proceeds are advanced; and º if we raise, in the aggregate, gross proceeds of more than US$400,000 between the date of the loan and the maturity date, but only to the extent of gross proceeds so raised that are in excess of US$400,000.



The Lender may provide us with written notice to convert all or part of the loan into shares of our common stock at a deemed price of $0.40 per share of common stock.

As consideration for the loan, we agreed to issue 500,000 shares of common stock to the Lender.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information required by this Item 2.03 is included under Item 1.01 of this Current Report on Form 8-K.

Item 3.02 Unregistered Sales of Equity Securities.

The information required by this Item 3.02 is included under Item 1.01 of this Current Report on Form 8-K. Our company issued the bonus shares to one non-U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933, as amended) in an offshore transaction in which we relied on the registration exemption provided for in Regulation S and/or Section 4(2) of the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits 10.1 Convertible Loan Agreement dated May 29, 2014 with Nine Investments Limited .



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Source: Edgar Glimpses


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