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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) April 2, 2012
ORGENESIS INC.
(Exact name of registrant as specified in its charter)
Nevada 000-54329 980583166
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
21 Sparrow Circle, White Plains, NY 10605
(Address of principal executive offices) (Zip Code)
+972.4.824.2051
(Registrant's telephone number, including area code)
N/A
(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)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On April 2, 2012 we entered into a consulting agreement with Corax Management,
Inc. Under the terms of the agreement, we have appointed Mr. Guy Yachin to our
board of directors.
Guy Yachin is the CEO of NasVax Ltd., a company focused on the development of
improved immunotherapeutics and vaccines. Prior to joining NasVax, Guy served as
CEO of MGVS, a cell therapy company focused on blood vessels disorders, leading
the company through clinical studies in the USA and Israel, financial rounds,
and a keystone strategic agreement with Teva Pharmaceuticals. He was CEO and
founder of Chiasma Inc., a biotechnology company focused on the oral delivery of
macromolecule drugs, where he built the company's presence in Israel and the
USA, concluded numerous financial rounds, and guided the company's strategy and
operation for over six years. Earlier he was CEO of Naiot Technological Center,
and provided seed funding and guidance to more than dozen biomedical startups
such as Remon Medical Technologies, Enzymotec and NanoPass. He holds a BSc. in
Industrial Engineering and Management and an MBA from the Technion - Israel
Institute of Technology.
In consideration of Mr. Yachin's services. we will pay the Consultant a signing
bonus of USD$5,000 and a gross monthly fee of US $2500. In addition, we will pay
for Mr. Yachin's attendance at Board meetings at the rate of $300 for the first
hour of attendance and $200 for each additional hour or portion of an hour. We
will issue to the Consultant stock options subject to the terms of our stock
option plan which is yet to be adopted, at an exercise price set at the time of
the grant. We will also reimburse the Consultant's pre-approved business
expenses.
A copy of the consulting agreement with Corax Management, Inc. is attached as
exhibit 10.1 to this current report on Form 8-K.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS
The disclosure under Item 1.01 of this current report on Form 8-K is responsive
to this Item and is hereby incorporated by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(D) EXHIBITS
10.1 Consulting Agreement with Corax Management Inc. dated April 2, 2012
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: /s/ Jacob Ben Arie
--------------------------------------
Jacob Ben Arie
Chief Executive Officer and President
April 4, 2012
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