Orgenesis agrees to purchase assets from Broaden Bioscience

In a regulatory filing, Orgenesis disclosed that on July 10, the company entered into an Asset Purchase Agreement with Broaden Bioscience and Technology for the purchase by the company of the following assets: The process and algorithms developed by Broaden for processing CAR-T, RACE CAR-T and all related products that will enable the Company to develop and sell treatments to third parties, which include Broaden’s rights, title and interests in and to all intellectual property, including, but not limited to, patents, patent applications, know-how, materials, licenses, permits and approvals related thereto. Pursuant to the agreement, in consideration for the purchase of the assets, 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, not to exceed $11M, 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, as detailed in the agreement. The consideration that exceeds the debt will be payable at the election of the company in shares of the company’s common stock at a price of $3.00 per share or 10% above the market price at such time it is paid, whichever is higher, or a note with amortization in 24 months from the date of the purchase agreement, including prepayment provisions. Pursuant to the purchase agreement, Broaden will concurrently contract with Orgenesis Maryland, a wholly owned subsidiary of the company, to exclusively purchase for Broaden and/or its affiliates all of Broaden’s and/or its affiliates’ requirements for cell therapy processing services related to the acquired assets in perpetuity, the filing stated.