Orgenesis secures up to USD 50 Million subsidiary-level investment from Metalmark Capital to accelerate growth of Point-of-Care services

Germantown, Maryland, US, November 7, 2022 - Orgenesis Inc. (NASDAQ: ORGS) (“Orgenesis” or the “Company”), a global biotech company working to unlock the full potential of cell and gene therapies (CGT) at the point of care, and Metalmark Capital Partners (“Metalmark”), a leading private equity firm with extensive expertise in the healthcare sector, today announced an investment partnership whereby Metalmark has agreed to make a growth investment of up to USD 50 million in Orgenesis’ US-based point of care services subsidiary, Morgenesis LLC (“Morgenesis”). The investment will be made at a pre-money valuation of USD 125 million, subject to customary adjustments, and will consist of an upfront investment of USD 30 million and two future investments of USD 10 million each, subject to the achievement of certain milestones. The initial investment of USD 30 million will consist of USD 20 million in cash and conversion of the convertible loan Metalmark previously provided to Morgenesis in August 2022.

Orgenesis created Morgenesis, the POCare Services subsidiary, to streamline all existing POCare Service business units into one unified entity, bringing together a full-service range of solutions for therapeutic developers for point-of-care treatments. The newly formalized service offering will provide solutions from initial process development, regulatory strategy and implementation, “OMPULization” (full cGMP process development, including closing/automating the process for point of care treatments), full cGMP processing and supply of therapeutic product to patients at the point of care, to clinical trial design and management. The Orgenesis parent company will own the majority of Morgenesis immediately following the initial closing while continuing to support its licensed therapeutic pipeline developing products in various fields such as metabolic diseases and virally induced diseases.

“We are excited to partner with Vered Caplan and the entire Morgenesis team,” said Howard Hoffen, Chairman and CEO of Metalmark. “The company has built an impressive and differentiated point of care model which accelerates access for patients to innovative therapies, and we look forward to supporting Morgenesis as it continues to expand globally and in the United States.”

“Orgenesis has been developing and delivering cell and gene therapies for patients in an affordable and accessible format at the point of care. We have developed the Orgenesis POCare Platform, utilizing POCare Technology systems, to optimally produce and deliver cell and gene therapies to treat patients across a collaborative global POCare Network of hospitals and healthcare providers. We see substantial demand for our POCare services, and this is why we have created a specific subsidiary to manage the delivery of these services through our POCare Network,” said Vered Caplan, CEO of Orgenesis. “We have selected Metalmark Capital as a partner in the POCare services subsidiary for their history of investment and success in the pharmaceutical services sector. These funds will be instrumental to the further growth and rollout of the POCare platform. The platform is critical to deliver cell and gene therapies globally in a cost-effective format.”

Morgenesis will use the investment to develop and expand its new POCare Services business globally, but with an initial focus on the United States. This includes the development of additional POCare Centers, as well as the Orgenesis Mobile Processing Units and Labs (“OMPULs”). OMPULs will allow Orgenesis to provide biotech companies and hospital systems with global cGMP supply for their cell and gene therapy products at the point of care, with the ability to rapidly grow and scale cell and gene treatments to keep up with ever increasing demand.

For further details on the transaction, please refer to the Company's Form 8-K to be filed with the Securities and Exchange Commission on November 7, 2022.