UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 21, 2012
ORGENESIS INC.
(Exact name of registrant as specified in its charter)
NEVADA 000-54329 980583166
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
21 Sparrow Circle, White Plains, NY 10605
(Address of principal executive offices) (Zip Code)
+972.4.8242051
(Registrant's 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-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) Resignation of Independent Accountant.
On March 21, 2012, Silberstein Ungar, PLLC was dismissed as our independent
accountant. On March 21, 2012, we engaged PricewaterhouseCoopers Israel as our
principal independent accountant. The audit committee of our company approved
the dismissal of Silberstein Ungar, PLLC and the engagement of
PricewaterhouseCoopers Israel as its independent auditor.
The report of Silberstein Ungar, PLLC regarding our financial statements for the
fiscal years ended November 30, 2011 and 2010 did not contain any adverse
opinion or disclaimer of opinion and was not qualified or modified as to
uncertainty, audit scope or accounting principles, except that such report on
our financial statements for the years ended November 30, 2011 and 2010
contained an explanatory paragraph in respect to uncertainty as to our ability
to continue as a going concern. During the years ended November 30, 2011 and
2010 and during the period from the end of the most recently completed fiscal
year through March 21, 2012, the date of dismissal, there were no disagreements
with Silberstein Ungar, PLLC on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedures, which
disagreements, if not resolved to the satisfaction of Silberstein Ungar, PLLC
would have caused it to make reference to such disagreements in its reports.
We provided Silberstein Ungar, PLLC with a copy of this Current Report on Form
8-K prior to its filing with the Securities and Exchange Commission and
requested that Silberstein Ungar, PLLC furnish our company with a letter
addressed to the Securities and Exchange Commission stating whether it agrees
with the above statements and, if it does not agree, the respects in which it
does not agree. A copy of such letter, dated March 21, 2012, is filed as Exhibit
16.1 to this Current Report on Form 8-K.
(b) Engagement of Independent Accountant.
Concurrent with the dismissal of Silberstein Ungar, PLLC, we engaged
PricewaterhouseCoopers Israel, as our independent accountant. Prior to engaging
PricewaterhouseCoopers Israel, we did not consult with PricewaterhouseCoopers
Israel regarding the application of accounting principles to a specific
completed or contemplated transaction or regarding the type of audit opinion
that might be rendered by PricewaterhouseCoopers Israel on our financial
statements, and PricewaterhouseCoopers Israel did not provide any written or
oral advice that was an important factor considered by our company in reaching a
decision as to any such accounting, auditing or financial reporting issue. The
engagement of PricewaterhouseCoopers Israel was approved by our board of
directors.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
16.1 Letter from Silberstein Ungar, PLLC regarding change in certifying
accountant.
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SIGNATURES
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.
ORGENESIS INC.
By: /s/ Jacob Ben Arie
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Jacob Ben Arie
Chief Executive Officer and President
March 21, 2012
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