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Orgenesis Inc. Announces $2.3 Million Private Placement

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Orgenesis Inc. announced a private placement agreement with accredited investors for the sale of shares and warrants, expecting to raise around $2.3 million. The deal includes 2,272,719 shares of common stock and corresponding warrants at different exercise prices.
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Orgenesis Inc.'s recent private placement is a strategic move to raise capital, which is a common practice for companies looking to fund operations or expand their business. The issuance of additional shares and warrants can be a double-edged sword. On one hand, it provides the company with necessary funds, but on the other, it dilutes existing shareholders' equity. The relatively low exercise price of the warrants ($1.50 and $2.00) compared to historical stock prices could suggest a future upside for investors if the company performs well.

The expected gross proceeds of $2.3 million, before expenses, is a modest sum for a biotech company, which could mean the funds are intended for specific, targeted initiatives rather than large-scale expansions. Investors should monitor how these funds will be allocated to gauge potential impacts on the company's growth trajectory and stock performance.

In the biotech industry, decentralized cell and gene therapies represent a rapidly growing sector due to their potential to revolutionize treatment for a variety of diseases. Orgenesis' position as a global leader in this field could make this capital raise particularly significant. The funds may be used to advance their research and development, scale up manufacturing, or expedite clinical trials, all of which could enhance the company's competitive edge.

However, the modest amount raised suggests that the company is either in early stages of development or focusing on a narrow aspect of its business plan. Stakeholders should consider the implications of this funding in relation to the company's pipeline of therapies and any forthcoming regulatory milestones that could influence the company's valuation and market position.

The structure of this private placement, involving accredited investors, is designed to comply with securities regulations that govern private securities offerings. This approach often allows companies to raise capital more quickly than through public offerings. The immediate exercisability of the warrants could be an incentive for investors, but also reflects an acceptance of risk regarding the company's future performance.

Investors and existing shareholders should be aware of the terms of the securities purchase agreement, as they define the rights and obligations associated with the newly issued stock and warrants. It is crucial for the company to maintain transparency and adhere to disclosure requirements to avoid regulatory pitfalls and maintain investor confidence.

GERMANTOWN, Md., March 04, 2024 (GLOBE NEWSWIRE) -- Orgenesis Inc. (NASDAQ: ORGS) (“Orgenesis” or the “Company”), a global leader in decentralized cell and gene therapies (CGTs), announced today that it has entered into a definitive securities purchase agreement with certain accredited investors for the sale of 2,272,719 shares of the Company's common stock, warrants to purchase up to 2,272,719 shares of common stock at an exercise price of $1.50 per share and warrants to purchase up to 2,272,719 shares of common stock at an exercise price of $2.00 per share in a private placement at a purchase price of $1.03 per share and associated warrants. The warrants are exercisable immediately and expire five years from the date of issuance. The Company expects to receive gross proceeds of approximately $2.3 million before deducting related offering expenses. The offering is expected to close on or about March 5, 2024, subject to customary closing conditions.

The financing includes among others participation from healthcare industry executives and physicians.

The securities to be sold in this private placement will not be registered under the Securities Act of 1933, as amended, or any state securities laws, and will be sold pursuant to Regulation D of the Securities Act. The securities may not be offered or sold in the United States absent registration or pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state. Any offering of the securities under the resale registration statement will only be by means of a prospectus.

About Orgenesis

Orgenesis is a global biotech company that has been committed to unlocking the potential of cell and gene therapies (CGTs) since 2012 as well as a paradigm-shifting decentralized approach to processing since 2020. This new model allows Orgenesis to bring academia, hospitals, and industry together to make these essential therapies a reality sooner rather than later. Orgenesis is focusing on advancing its CGTs toward eventual commercialization, while partnering with key industry stakeholders to provide a rapid, globally harmonized pathway for these therapies to reach and treat a larger numbers of patients more cost effectively and with better outcomes through great science and decentralized production. Additional information about the Company is available at: www.orgenesis.com.

Notice Regarding Forward-Looking Statements

This press release contains forward-looking statements which are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended. These forward-looking statements involve substantial uncertainties and risks and are based upon our current expectations, estimates and projections and reflect our beliefs and assumptions based upon information available to us at the date of this release. We caution readers that forward-looking statements are predictions based on our current expectations about future events. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict. Our actual results, performance or achievements could differ materially from those expressed or implied by the forward-looking statements as a result of a number of factors, including, but not limited to, the expected consolidation of Octomera in our consolidated financial statements, our reliance on, and our ability to grow, our decentralized cell therapy platform and OMPUL business, our ability to achieve and maintain overall profitability, our ability to manage our research and development programs that are based on novel technologies, our ability to control key elements relating to the development and commercialization of therapeutic product candidates with third parties, the timing of completion of clinical trials and studies, the availability of additional data, outcomes of clinical trials of our product candidates, the potential uses and benefits of our product candidates, the sufficiency of working capital to realize our business plans and our ability to raise additional capital, the development of our decentralized cell therapy processing, our ability to further our CGT development projects, either directly or through our JV partner agreements, and to fulfill our obligations under such agreements, our license agreements with other institutions, our ability to retain key employees, our competitors developing better or cheaper alternatives to our products, risks relating to legal proceedings against us and the risks and uncertainties discussed under the heading “RISK FACTORS” in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and in our other filings with the Securities and Exchange Commission. We undertake no obligation to revise or update any forward-looking statement for any reason.

Investor relations contact for Orgenesis:
Crescendo Communications, LLC
Tel: 212-671-1021
Orgs@crescendo-ir.com

Communications contact for Orgenesis:
IB Communications Neil Hunter / Michelle Boxall


FAQ

What type of agreement did Orgenesis Inc. announce with accredited investors?

Orgenesis Inc. announced a definitive securities purchase agreement with certain accredited investors.

How many shares of common stock are being sold in the private placement?

2,272,719 shares of the Company's common stock are being sold.

What is the exercise price for the warrants included in the agreement?

The warrants have exercise prices of $1.50 per share and $2.00 per share.

What is the expected gross proceeds from the private placement?

The Company expects to receive approximately $2.3 million before deducting offering expenses.

When are the warrants in the agreement set to expire?

The warrants are exercisable immediately and expire five years from the date of issuance.

Orgenesis Inc.

NASDAQ:ORGS

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Biotechnology
Pharmaceutical Preparations
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United States of America
GERMANTOWN