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Pearl Cohen Represents Orgenesis Inc. in Forming Strategic Partnership with Great Point Partners and Investment of up to $25 Million into MaSTherCell Global Inc.

Publications / Jul 01, 2018

Pearl Cohen is pleased to announce that it represented Orgenesis Inc. (Nasdaq: ORGS), a manufacturer, service provider and developer of advanced cell therapies, and its newly formed subsidiary Masthercell Global Inc. (“Masthercell Global”) in forming a strategic partnership with Great Point Partners, LLC (“GPP”), a leading health care investment firm based in Greenwich, Connecticut, in order to finance, strengthen and expand Orgenesis’ contract development and manufacturing organization (CDMO) business. Under the agreement, GPP will fund, assist and advise Masthercell Global. GPP will invest up to $25 million into Masthercell Global, representing 37.8% of the issued and outstanding equity share capital of Masthercell Global.

In connection with the transaction, Orgenesis consolidated its global CDMO network into Masthercell Global, including its flagship Belgian based CDMO subsidiary, MaSTherCell S.A. (“Masthercell Belgium”). Orgenesis also acquired Atvio Biotech Ltd. (“Atvio”), the Company’s Israel based CDMO partner since May 2016, and Curecell Co. Ltd. (“Curecell”), the Company’s Korea based CDMO partner since March 2016. Both Atvio and Curecell are to become subsidiaries of Masthercell Global.

Masthercell Global and GPP also entered into an Advisory Services Agreement (the “Advisory Agreement”) pursuant to which GPP will be providing assistance and advice on operations, planning and financing of the Masthercell Global operations. Under the Advisory Agreement, GPP will provide support to Orgenesis in managing and operating Orgenesis’ CDMO business through Masthercell Global.

The board of directors of Masthercell Global Inc. will be comprised of seven directors:

  • Noah Rhodes, Managing Director at Great Point Partners
  • Jeffrey R. Jay MD, Senior Managing Member at Great Point Partners
  • Stephen Weaver, Senior Vice President at Great Point Partners
  • Vered Caplan PhD, CEO of Orgenesis Inc.
  • Rosemary Mazanet, MD PhD, President of R. Mazanet LLC
  • Darren Head, President at Head Bio Consulting
  • Mark Cohen, Senior Partner and Chair of the Life Science Practice Group at Pearl Cohen

As a multi-disciplinary cross border global law firm, Pearl Cohen advised Orgenesis and Masthercell with respect to all commercial, intellectual property, corporate, securities, and tax matters relating to the financing transaction and consolidation of Orgenesis’ global CDMO business. Mark Cohen represents and will continue to represent, Orgenesis and MTH Global, in its intellectual property, commercial, and corporate matters.

The Pearl Cohen team was led by Mark Cohen, Senior Partner and Chair of the Life Science Practice Group with assistance Oz Halabi, Partner and Chair of the U.S. Tax Group, and Associate Joseph Flynn, from Pearl Cohen’s U.S. Corporate Group. On the Israeli side, Senior Partner Atir Jaffe of the Hi-Tech Group, Partners Joel Stein,Yosef Mark, Yitzchak Chamudot, Inbal Perlstein, and Associate Elina Khesin of Pearl Cohen’s Corporate & Licensing Group.