Orgenesis Inc.: debt financing — Orgenesis subsidiary Koligo enters $25M convertible loan with Sai Traders; initial $1.5M at 10% interest

Orgenesis Inc.

Koligo Therapeutics (Orgenesis sub) borrows up to $25M; initial $1.5M funded at closing.
Interest 10% p.a.; maturity Dec 1, 2027; prepayable without penalty.
Lender may convert into Orgenesis common at $2.50/share (initial) or $3.50/share (subsequent).
Alternative conversion into Koligo equity at 75% of Qualified Financing price or 25% premium to 5-day VWAP if listed.
Funds used for working capital and ongoing operations; shares unregistered, issued under Section 4(a)(2).

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.98

Orgenesis Inc. incurred convertible notes of $25,000,000 (up to) with Sai Traders at 10% per annum maturing December 1, 2027.

Instrument: convertible notes
Principal: $25,000,000 (up to)
Counterparty: Sai Traders
Rate: 10% per annum
Maturity: December 1, 2027
Event: incurrence

Exact text from the filing

On September 29, 2023, Koligo Therapeutics Inc. (“Borrower”), a subsidiary of Orgenesis Inc. (the “Company”) entered into a convertible loan agreement (the “Convertible Loan Agreement”) with Sai Traders (the “Lender,” and together with the Borrower, the “Parties”), pursuant to which the Lender agreed to loan the Borrower up to $25,000,000 (the “Convertible Loan”).

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Orgenesis Inc. entered into Convertible Loan Agreement with Sai Traders valued at up to $25,000,000 (effective 2023-09-29).

Action: entry
Agreement: credit facility
Counterparty: Sai Traders
Value: up to $25,000,000
Effective: 2023-09-29

Exact text from the filing

On September 29, 2023, Koligo Therapeutics Inc. (“Borrower”), a subsidiary of Orgenesis Inc. (the “Company”) entered into a convertible loan agreement (the “Convertible Loan Agreement”) with Sai Traders (the “Lender,” and together with the Borrower, the “Parties”), pursuant to which the Lender agreed to loan the Borrower up to $25,000,000 (the “Convertible Loan”).

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Source: SEC EDGAR

accession 0001493152-23-036355

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