SECURITIES AND EXCHANGE COMMISSION
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January
of registrant as specified in its charter)
|(State or other jurisdiction
||(IRS Employer |
||Identification No.) |
21 Sparrow Circle, White Plains, NY
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code:
(Former name or former address, if changed
since last report.)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a -12)
[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e -4(c))
Item 1.01 Entry into a Material Definitive Agreement
The information provided under Item 1.01 is responsive to the
information required by Item 5.02 and is hereby incorporated by reference.
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On December 17, 2012, Mr. Jacob BenArie resigned as President
and Chief Executive Officer. There were no disagreements between Mr. BenArie and
our company. Mr. BenArie retains his position as President and Chief Executive
Officer of our operating subsidiary, Orgenesis Ltd.
On January 3, 2013 we executed an employment term sheet with
Mr. Sav DiPasquale to act as our President and Chief Executive Officer to be
effective December 17, 2012 in consideration for, among other things, an annual
gross salary of US$180,000. Mr. DiPasquale is also eligible to receive stock
options and an annual bonus at the discretion of our board of directors upon the
performance of certain equity fundraising. Mr. DiPasquale may also earn
performance shares over time and upon certain milestones. The options will be
subject to our stock option plan and will have vesting provisions. The
employment term sheet is for an indefinite period unless terminated by either
party with 30 days advance written notice to the other party.
A copy of the employment term sheet is attached as exhibit
10.1 to this current report on Form 8-K.
Prior to joining Orgenesis, Mr. DiPasquale worked with
GlaxoSmithKline Inc. (NYSE:GSK), a research-based pharmaceutical company in
Canada, for over 16 years serving in various technology and marketing capacities
including his most recent role as Vice President, Business Development and
Corporate Planning. Mr. DiPasquale holds a B.Sc. in computer science from the
University of Toronto and has completed the Executive Program at the Schulich
School of Business.
There are no family relationships with Mr. Sav DiPasquale and
any of our other directors and officers.
Item 8.01 Other Events.
On December 17, 2012, Mr. Jacob BenArie was appointed as Chief
Executive Officer of our wholly owned Israeli subsidiary, Orgenesis Ltd.
Item 9.01. Financial Statements and Exhibits.
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|/s/ Dov Weinberg
|Chief Financial Officer, Secretary and Treasurer
|January 7, 2013