Orgenesis Inc.: M&A transaction — Orgenesis acquires Theracell assets including TIL platform and 100% of Theracell IKE for $13M less $10.3M debt

Orgenesis Inc.

Orgenesis to acquire 50% of Theracell IKE (to own 100%) plus five product platforms from Theracell for $13M valuation minus $10,324,241.79 debt.
Net consideration ~$2.7M; paid $400k in 60 days, $250k in 1 year, remainder in four annual installments starting Dec 30, 2025.
Products acquired include TIL manufacturing, 3rd-gen GMP lentivirus process, oncolytic virus cell carrier, MSC therapy for kidney, and transdermal delivery platform.
Theracell owes Orgenesis $10.3M, effectively used as credit toward purchase price; Theracell indemnifies Orgenesis for pre-closing liabilities.
Transaction closed July 12, 2024; Orgenesis gains intellectual property and ownership of Theracell IKE.

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 Theracell Advanced Biotechnology S.A, Theracell Advanced Biotechnology LTD and IDNA Genomics Public Limited for $13,000,000 (closed 2024-07-12).

Action: acquisition
Counterparty: Theracell Advanced Biotechnology S.A, Theracell Advanced Biotechnology LTD and IDNA Genomics Public Limited
Consideration: $13,000,000
Closing: 2024-07-12

Exact text from the filing

in the Purchase Agreement. Pursuant to the Purchase Agreement, in consideration for the purchase of the Assets, the Company will pay Theracell an aggregate purchase price of $13,000,000 (the “Consideration”), which is equal to the value of the Assets established by a third-party valuation firm selected by the Company, less a debt adjustment in the amount of

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Source: SEC EDGAR

accession 0001493152-24-027083

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