DEF 14A: Orgenesis Inc. Seeks Stockholder Approval for Equity Incentive Plan Amendment and Director Elections at 2024 Annual Meeting

Orgenesis Inc. is holding its 2024 annual meeting of stockholders virtually on June 27, 2024, to elect directors, approve an amendment to the 2017 Equity Incentive Plan, and ratify the appointment of its independent registered public accounting firm.

Summary

• Orgenesis Inc. will hold its 2024 annual meeting of stockholders on June 27, 2024, at 10:00 a.m. EST, as a virtual meeting.
• Stockholders are invited to elect six directors to one-year terms, approve an amendment to the 2017 Equity Incentive Plan to increase the number of shares available by 9,000,000, and ratify the appointment of Kesselman & Kesselman C.P.A.s as the independent registered public accounting firm for the fiscal year ending December 31, 2024.
• The Board of Directors recommends voting for the election of the director nominees, for the approval of the amendment to the 2017 Equity Incentive Plan, and for the ratification of the appointment of Kesselman & Kesselman C.P.A.s.
• Stockholders of record as of May 1, 2024, are entitled to vote.
• The company intends to begin sending the Notice of Internet Availability of Proxy Materials to stockholders on or about May 3, 2024.
• As of April 23, 2024, there were 34,380,280 shares of common stock outstanding and entitled to vote.
• Jacob Safier owns 5,110,100 shares, representing 14.86% ownership.
• Yehuda Nir owns 11,297,179 shares, representing 24.73% ownership.
• The maximum aggregate number of shares of our Common Stock currently reserved under the Plan is 3,000,000 shares.
• As of April 23, 2024, a total of 413,631 shares of our common stock remain available for issuance under the Plan and options to purchase a total of 3,516,038 shares of common stock remain outstanding.
• As of April 23, 2024, a total of 3,516,038 shares of our common stock have been issued upon the exercise of options and vesting of other equity awards granted under the Plan.
• The outstanding options under the Plan have a consolidated weighted average exercise price of $3.69 and a consolidated weighted average remaining term of 4.95 years.

Sentiment

Score: 6

Explanation: The document is primarily informational, outlining the agenda for the annual meeting and seeking stockholder approval for routine corporate governance matters. While there are some positive aspects, such as the intention to attract and retain key personnel, the document also acknowledges the company's net losses in recent years, resulting in a neutral sentiment score.

Positives

• The virtual annual meeting format is expected to enhance stockholder access and participation.
• The proposed amendment to the 2017 Equity Incentive Plan aims to attract, retain, and motivate key personnel by providing long-term, equity-based incentives.
• The Board of Directors believes that the increased number of shares available for issuance under the Plan is essential to permit management to continue to provide long-term, equity-based incentives to present and future key employees, consultants and directors.
• The Audit Committee has reviewed auditor independence issues and existing commercial relationships with Kesselman & Kesselman C.P.A.s and concluded that Kesselman & Kesselman C.P.A.s has no commercial relationship with the Company that would impair its independence for the fiscal year ending December 31, 2024.

Negatives

• The company had a net loss of $64,918,000 in 2023.
• The company had a net loss of $12,169,000 in 2022.
• The company had a net loss of $18,059,000 in 2021.

Risks

• Failure to recruit or retain key employees could impair the company's ability to execute its business strategy and decrease stockholder value.
• If the amendment to the Plan is approved by stockholders, the equity overhang would be 27.33%.

Future Outlook

The Board of Directors currently believes that if the amendment to the Plan is approved by stockholders, the 12,929,669 shares available for issuance under the Plan will result in an adequate number of shares of common stock being available for future awards under the Plan for 3 additional years following the current year.

Management Comments

• The Board of Directors believes that its current leadership structure, in which the positions of Chairperson and Chief Executive Officer are held by Ms. Caplan, is appropriate at this time and provides the most effective leadership for the Company in a highly competitive and rapidly changing technology industry.
• Our Board of Directors believes that combining the positions of Chairperson and Chief Executive Officer under Ms. Caplan allows for focused leadership of our organization which benefits us in our relationships with investors, customers, suppliers, employees and other constituencies.

Industry Context

The company operates in the highly competitive biotech industry, where attracting and retaining talent is crucial for success. The proposed amendment to the equity incentive plan is intended to help the company remain competitive in this area.

Comparison to Industry Standards

• The document does not provide enough information to make a detailed comparison to industry standards.
• However, equity overhang of 27.33% is high compared to industry standards.
• The document does not provide enough information to make a detailed comparison to industry standards.

Management Changes

Stakeholder Impact

• Approval of the equity incentive plan amendment could positively impact employees by providing them with long-term incentives.
• The election of directors will determine the leadership and oversight of the company.
• The ratification of the independent auditor ensures the integrity of the company's financial statements.

Next Steps

• Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company will hold its annual meeting on June 27, 2024, to conduct the business described in the proxy statement.
• The company will file a Current Report on Form 8-K within four business days of the annual meeting to announce the preliminary voting results.

Key Dates

Keywords

annual meeting, proxy statement, directors, equity incentive plan, stockholders, orgenesis, compensation, governance, audit, shares