{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-24-027083","form_type":"8-K","ticker":null,"cik":"0001460602","company_name":"Orgenesis Inc.","filed_at":"2024-07-12T23:59:59+00:00","discovered_at":"2026-05-14T18:03:13.117375+00:00","generated_at":"2026-05-31T21:05:52.934211+00:00","sec_items":["1.01","2.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.65,"calibrated_materiality_score":0.65,"confidence":"high","headline":"Orgenesis acquires Theracell assets including TIL platform and 100% of Theracell IKE for $13M less $10.3M debt","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-24-027083","json":"https://secwatch.observer/filing/0001493152-24-027083.json","markdown":"https://secwatch.observer/filing/0001493152-24-027083.md","text":"https://secwatch.observer/filing/0001493152-24-027083.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1460602/000149315224027083/0001493152-24-027083-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1460602/000149315224027083/from8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-31T21:05:52.934211+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"3ecb2269cc4e15281d95c2ed9be8a216960e39cd","claim":"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).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1460602/000149315224027083/0001493152-24-027083-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"acquisition"},{"label":"Counterparty","value":"Theracell Advanced Biotechnology S.A, Theracell Advanced Biotechnology LTD and IDNA Genomics Public Limited"},{"label":"Consideration","value":"$13,000,000"},{"label":"Closing","value":"2024-07-12"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}