Orgenesis Inc.: M&A transaction — Orgenesis acquires CAR-T IP from Broaden for up to $11M, net of $10.8M debt

Orgenesis Inc.

Orgenesis buys Broaden's CAR-T, RACE CAR-T process and algorithms, including patents and know-how.
Consideration capped at $11M, reduced by $10.767M debt Broaden owes Orgenesis for prior work.
Net consideration (if any) payable in Orgenesis stock at $3/share or 10% above market, or a 24-month note.
Broaden contracts with Orgenesis Maryland for exclusive perpetual cell therapy processing services.
All rights under the Dec 2022 JVA, including JV entity shares, transferred to Orgenesis free of charge.

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Orgenesis Inc. completed an acquisition involving Broaden Bioscience and Technology Corp. for not to exceed $11,000,000 (closed 2024-07-10).

Action: acquisition
Counterparty: Broaden Bioscience and Technology Corp.
Consideration: not to exceed $11,000,000
Closing: 2024-07-10

Exact text from the filing

the Company will pay Broaden an amount equal to the value of the Assets established by a third party valuation firm selected by the Company (the “Valuation”), not to exceed $11,000,000 (the “Consideration”), less a debt adjustment relating to the $10,767,298 owed to the Company by Broaden for work performed and invoiced between August 2022 and May 2023 (the

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Source: SEC EDGAR

accession 0001493152-24-027072

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