Form 8-K - Current report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 31, 2024

ORGENESIS INC.
(Exact name of registrant as specified in its charter)

Nevada	001-38416	98-0583166
(State or other jurisdiction	(Commission File	(IRS Employer
of incorporation	Number)	Identification No.)

20271 Goldenrod Lane, Germantown, MD 20876
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (480) 659-6404

Not Applicable
(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		ORGS		*

* On October 17, 2024, the Nasdaq Stock Market (“Nasdaq”) notified Orgenesis Inc. (the “Company”) that it plans to file a notification of removal from listing (Form 25) with the Securities and Exchange Commission (the “SEC”) to delist the Company’s common stock from Nasdaq upon the completion of all applicable procedures. After the Form 25 is filed by Nasdaq, the delisting will become effective 10 days later. The deregistration of the Company’s common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will occur 90 days following the filing of the Form 25, or such shorter period as the SEC may determine. Upon deregistration of the Company’s common stock under Section 12(b) of the Exchange Act, the Company’s common stock will remain registered under Section 12(g) of the Exchange Act. The Company’s common stock began trading on the OTCQX operated by the OTC Markets Group, Inc. beginning on October 21, 2024.

Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b -2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Amendment to Loan Agreement with Yehuda Nir

On October 31, 2024, Koligo Therapeutics Inc. (“Koligo”), a subsidiary of Orgenesis Inc. (the “Company”), entered into a loan extension agreement (the “Nir Extension Agreement”) to the loan agreement with Yehuda Nir ( “Nir”), Koligo and the Company, which extended the maturity date of the loan under their loan agreement (as described below) to November 30, 2024. The aggregate principal amount of the loan outstanding was $2,049,315 with interest of 8% per annum (based on a 365-day year) and which was payable on or before October 3, 2024. In consideration for the extension, (i) the Company agreed to issue a warrant to Nir for the right to purchase 200,000 shares of common stock, at an exercise price per share of $1.03 per share, which is exercisable until one year from the new maturity date of the loan (the “Nir Warrant”) and (ii) the Company agreed to reduce the exercise price of warrants to purchase an aggregate of 331,327 shares of common stock held by Nir to $1.03 per share.

The Nir Extension Agreement related to an 8% loan dated July 3, 2024 of which $2,049,315 principal amount plus interest is outstanding.

The foregoing summaries of the Nir Extension Agreement and the Nir Warrant do not purport to be complete and are subject to, and qualified in their entirety by, the form of Nir Extension Agreement attached as Exhibit 10.1 to this Current Report on Form 8-K, which are incorporated herein by reference.

Loan Agreement with Yehuda Nir

On October 31, 2024, Koligo entered into a loan agreement (the “Loan Agreement”) with Nir, pursuant to which Nir agreed to loan Koligo $500,000 (the “Loan”) with an effective date of October 22, 2024 (the “Effective Date”). The Loan shall bear annual 10% simple interest and shall become due and payable no later than 90 days after the receipt of the amount of the Loan, subject to extension at the discretion of Nir. The Loan may be prepaid by Koligo in whole or in part at any time without the prior written approval of Nir.

As partial consideration for the entry into of the Loan Agreement, the Company agreed to issue to Nir a warrant to purchase 485,437 shares of common stock of the Company at an exercise price of $1.03 per share, which shall be exercisable for a period of 12 months from the Effective Date. If Koligo fails to pay timely the amounts due under the Loan on the maturity date, the Company shall issue to Nir an additional warrant to purchase 485,437 shares of common stock of the Company at an exercise price of $1.03 per share, which shall be exercisable for a period of 12 months from the Effective Date. Such warrants shall be in the form of the Nir Warrant.

The Loan Agreement contains certain specified events of default, the occurrence of which would entitle Nir to immediately demand repayment of all Loan obligations. Such events of default include, among others, the commencement of bankruptcy or insolvency proceedings against Koligo, breaches of any covenants or representations and warranties by Koligo in any material respect, failure to make payments under the Loan Agreement when due, and if the Company replaces its current Chief Executive Officer with another appointee without the express written confirmation of Nir.

The foregoing summary of the Loan Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of such document attached as Exhibit 10.2 to this Current Report on Form 8-K, which is incorporated herein by reference.

Promissory Note

On November 4, 2024, Orgenesis Maryland LLC (“Orgenesis Maryland”), a subsidiary of the Company, entered into a promissory note (the “Note”) with Jacob Safier (the “Lender”), pursuant to which the Lender agreed to loan Orgenesis Maryland $250,000 (the “Loan Amount”). The Loan Amount shall bear interest at a rate of 10% per annum (based on a 365-day year) and shall become due and payable on December 31, 2024. The Loan Amount plus accrued interest may be prepaid by Orgenesis Maryland in whole or in part at any time without the prior written approval of the Lender.

If Orgenesis Maryland, the Company or any subsidiary of the Company completes a transaction or series of related transactions pursuant to which Orgenesis Maryland, the Company or any subsidiary of the Company issues and sells any of its equity securities following the date of the Note for an aggregate gross proceeds of at least $15 million, the Note holder may require repayment in full of the then outstanding principal amount and all accrued and unpaid interest on the Note.

As partial consideration for the entry into of the Note, the Company agreed to issue to Lender five-year warrants to purchase an aggregate of 242,718 shares of common stock of the Company at an exercise price of $1.03 per share (the “Safier Warrant”). If Orgenesis Maryland fails to pay timely the amounts due under the Note on the maturity date, the Company shall issue to Lender additional five-year warrants to purchase an aggregate of 242,718 shares of common stock of the Company at an exercise price of $1.03 per share. As further consideration for the entry into of the Note, the Company shall reduce the exercise price of outstanding warrants to purchase an aggregate of 121,360 shares of common stock held by the Lender from $10.30 to $1.03 per share.

The Note contains certain specified events of default, the occurrence of which would entitle the Lender to immediately demand repayment of all obligations under the Note. Such events of default include, among others, the commencement of bankruptcy or insolvency proceedings against Orgenesis Maryland, breaches of any agreements under the Note after a cure period, and failure to make payments under the Note.

The foregoing summary of each of the Note and the form of Safier Warrant described herein does not purport to be complete and is subject to, and qualified in its entirety by, the full text of each such document attached as Exhibit 10.3 to this Current Report on Form 8-K, which is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information required by this Item 2.03 is included under Item 1.01 of this Current Report on Form 8-K.

Item 3.02. Unregistered Sales of Equity Securities.

Each of the Nir Warrant and the Safier Warrant and the shares of Common Stock issuable upon exercise of such warrants have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and shall be exempt from registration under Section 4(a)(2) of the Securities Act as a transaction not involving a public offering. The information contained in Item 1.01 above is hereby incorporated by reference into this Item 3.02.

Item 9.01. Financial Statements and Exhibits.

The exhibit listed in the following Exhibit Index is filed as part of this Current Report on Form 8-K.

Exhibit No.		Description
10.1		Loan Extension Agreement, dated as of October 31, 2024, by and between Koligo Therapeutics, Inc., the Company and Yehuda Nir *
10.2		Loan Agreement, dated as of October 31, 2024, by and between Koligo Therapeutics, Inc., the Company and Yehuda Nir *
10.3		Promissory Note, dated as of November 4, 2024, by and between Orgenesis Maryland LLC, the Company and Jacob Safier *
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

		* Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted attachment to the SEC upon request.

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.

Date: November 5, 2024	By:	/s/ Victor Miller
		Victor Miller
		Chief Financial Officer, Treasurer and Secretary

Exhibit 10.1

Loan Extension Agreement

This Loan Extension Agreement (“Extension”) is entered into as of October 31, 2024, to be effective October 3, 2024 (the “Effective Date”), by and between Koligo Therapeutics Inc, (“Borrower”), Orgenesis Inc (“ORGS”) and Yehuda Nir (“Lender”). Borrower and Lender may each be referred to herein as a “Party,” and collectively as the “Parties”.

WHEREAS: Lender and Borrower are parties that certain Loan Agreement dated July 3, 2024, pursuant to which Lender has lent the principal amount of US $2,000,000 to Borrower (the “Loan Agreement”) attached hereto as Exhibit B; and

NOW THEREFORE, the Parties hereby agree as follows:

	1.1	The maturity dates of the Loan Agreement will be extended to November 30, 2024. All references in the Loan Agreement to Maturity Date shall now mean November 30, 2024.

	1.2	The principal Loan Amount as of the Effective Date is US $ 2,049,315 (the “Loan Amount”) and all interest calculations as of the Effective date shall be in accordance with this updated Loan Amount.

	1.3	Lender will be awarded warrants to purchase 200,000 Common shares of ORGS at a price of $1.03, such warrant to expire one year after the Maturity date.

	1.4	The Exercise Price of the Warrants listed in EXHIBIT A of this Agreement are hereby changed to US $1.03. All references in the Warrants to Exercise Price shall now mean US $1.03.

	1.5	For the avoidance of doubt, following ORGS’s 1-for-10 reverse stock split of its common stock dated September 23, 2024, the number of Common Shares available for Lender to purchase pursuant to the warrants agreements listed in EXHIBIT A is changed from the number specified on the Warrant agreements to the quantity as per Exhibit A of this Agreement

GENERAL PROVISIONS.

	2.1	The Loan Agreement is hereby amended only to the extent necessary to give full effect to this Extension. Unless expressly specified herein, all other terms and conditions specified in the Loan Agreement shall apply and shall remain in full force and effect. Capitalized terms used not defined herein shall have the meaning ascribed to them in the Loan Agreement. In the event of any conflict between the terms of this Extension and the terms of the Loan Agreement, the terms of this Extension shall prevail.

	2.2	This Extension may be executed in any number of counterparts, including in facsimile and scanned format, each of which shall be deemed an original and enforceable against the Party actually executing such counterpart and all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Parties have executed this Loan Extension Agreement, as of the date first above written.

THE LENDER:

/s/ Yehuda Nir

KOLIGO THERAPEUTICS INC.

/s/ Vered Caplan

Name:

Vered Caplan

Title:

Chief Executive Officer

ORGENESIS INC agrees to the terms of this agreement

/s/ Vered Caplan
Name:	Vered Caplan
Title:	Chief Executive Officer

Exhibit 10.2

LOAN AGREEMENT

THIS LOAN AGREEMENT (this “Agreement”) is made as of October 31, 2024, to be effective the 22nd day of October, 2024 (“Effective Date”), by and between Yehuda Nir, having an address at 14 Moshe Lerer Street, Nes Ziona, Israel (“Lender”), and Koligo Therapeutics INC., a Kentucky, USA company (“Borrower”) a wholly owned subsidiary of Orgenesis Inc. a Nevada, USA company (“ORGS”), (Lender together with Borrower, each a “Party” and together, the “Parties”).

WHEREAS, Lender desires to provide financing by way of a loan to the Borrower to be used by the Borrower for working capital and ongoing operations, and the Borrower desires to receive such financing to be used by the Borrower for working capital and ongoing operations;

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

1. Funding. Lender has committed to provide financing in form of a loan in the amount of US$500,000, under the terms of this Agreement, (the “Loan Amount”) in accordance with the terms hereof.

2. Loan; Closing.

(a) Terms of Loan. The Lender shall lend the Loan Amount to the Borrower, and the Borrower shall borrow the Loan Amount from the Lender. The Loan Amoun shall bear annual 10% simple interest and shall become due and payable no later than 90 days from the Effective Date. The Loan Amount may be prepaid by the Borrower in whole or in part at any time without the prior written approval of the Lender. As partial consideration for the loan to Borrower, ORGS shall issue to the Lender a warrant to purchase 485,437 shares of common stock of ORGS at an exercise price of $1.03 per share, exercisable for a period of twelve months from the Effective Date (the “Warrant”), in the form attached hereto as Exhibit A. In the event that the loan is not repaid to Lender by December 31, 2024, ORGS shall issue an additional warrant to purchase 485,437 shares of common stock of ORGS at an exercise price of $1.03 per share, exercisable for a period of twelve months from the Effective Date (the “Warrant”).

(b) The Closing. The closing of the loans shall take place on or after the Effective Date, or such other date, time and place as the Lender and the Borrower shall agree upon in writing (the “Closing”). At the Closing, the Lender and the Borrower shall each deliver a fully executed version of this Agreement to the other Party. Following the Closing, the Lender shall transfer to the Borrower the Loan Amount by wire transfer, to the bank account of the Borrower in accordance with wiring instructions provided by the Borrower to the Lender.

3. Use of Proceeds. The Borrower shall use the Loan Amount to fund its working capital and financing needs (the “Purpose”).

4. Events of Default.

(a) The following shall constitute events of default (each an “Event of Default”):

i. filing of a petition in bankruptcy or the commencement of any proceedings under any bankruptcy laws by or against the Borrower, which filing or proceeding, is not dismissed within sixty (60) days after the filing or commencement thereof, or if the Borrower shall completely cease or suspend the conduct of its usual business or if the Borrower shall become, insolvent and admits in writing that it is unable to pay its debts or liabilities as they fall due;

ii. breaches any material covenant by the Borrower (other than a payment covenant) which is not cured within 30 days of receipt of written notice of such breach;

iii. an order, judgment or decree shall be entered, without the application, approval or consent of the Borrower by any court of competent jurisdiction, approving a petition seeking reorganization of the Borrower or appointing a receiver, trustee or liquidator of the Borrower or of all or a substantial part of its assets, and such order, judgment or decree shall continue unstayed and in effect for any period of ninety (90) consecutive days;

iv. Borrower fails to repay principal when due and such failure continues for ten business days of the Borrower’s receipt of written notice from the Lender; or

v. ORGS replaces its current Chief Executive Officer with another appointee without the express written confirmation of the Lender.

(b) If, at any time, an Event of Default shall occur, all obligations under this Agreement shall become immediately due and payable without presentment, demand or protest, all of which are hereby waived by the Borrower.

5. Representations and Warranties. The Borrower represents and warrants to the Lender (and to the extent identified below, the Lender represents and warrants to the Borrower) as follows:

(a) The Borrower is duly formed, validly existing and in good standing under the laws of the State of Israel. The Borrower has full power and authority to consummate the transactions contemplated hereunder, and the consummation of such transactions and the performance of this Agreement by the Borrower does not violate the provisions of any applicable law, and will not result in any material breach of, or constitute a material default under any agreement or instrument to which the Borrower is a party or under which the Borrower is bound.

(b) The execution and performance of this Loan Agreement by the Borrower has been duly authorized by all necessary actions. This Loan Agreement has been duly executed and delivered by the Borrower and the Lender and this Loan Agreement is the legal, valid, and binding obligation of the Borrower and the Lender, and is fully enforceable against the Borrower and the Lender according to its terms.

(c) There is no existing lien, encumbrance, security interest, indebtedness, mortgage or third party rights of any kind that are, or could be, ranked senior in nature to the outstanding loan amount other than any lien arising by operation of law.

6. Waiver; Non-Negotiable. The Borrower, for itself and each of its legal representatives, hereby waives presentment for payment, demand, right of setoff, notice of nonpayment, notice of dishonor, protest of any dishonor, notice of protest and protest of this Agreement, and all other notices in connection with the delivery, acceptance, performance, default or enforcement of the obligations under this Agreement. This Agreement is non-negotiable.

7. No Security Interest. At all times, the outstanding loan amount shall rank, and shall be deemed, pari passu or senior to any and all indebtedness of the Borrower unless otherwise subordinated by the Lender in writing in the Lender’s sole and absolute discretion. The Borrower hereby agrees, covenants and undertakes not to permit any indebtedness, lien, encumbrance, mortgage or third party right of any kind to become senior to the outstanding loan amount other than any lien arising by operation of law and the ordinary course of business.

8. Further Assurances. The Parties shall perform such further acts and execute such further documents as may reasonably be necessary to carry out and give full effect to the provisions of this Agreement.

9. Miscellaneous.

(a) Entire Agreement; Amendments. This Agreement constitutes the entire understanding of the Parties hereto with respect to the subject matter hereof and supersedes all prior written and oral understandings of such Parties with regard thereto. This Agreement may be modified, amended, or any term hereof waived with the written consent of the Borrower and the Lender. Any amendment effected in accordance with this Section 9(a) shall be binding upon all Parties and their respective successors and assignees.

(b) Governing Law; Jurisdiction. This Loan Agreement shall be governed by and construed according to the laws of the State of Israel without regard to the conflict of laws provisions thereof. In the event of any dispute and/or claim arising out of and/or in relation to this Agreement (“Dispute”), the Parties agree to make a good faith attempt to negotiate an amicable resolution of such Dispute. If any such Disputes cannot be resolved by the Parties within a period of forty-five (45) days following the first receipt by a Party of written notice of such Dispute form the other Party, such Dispute shall be brought exclusively to the competent court in Tel-Aviv-Jaffa, and the parties irrevocably consent to the personal jurisdiction and venue therein.

(c) Notices. All notices and other communications required or permitted hereunder to be given to a Party to this Loan Agreement shall be in writing and shall be telecopied or mailed by registered or certified mail, postage prepaid, or otherwise delivered by hand or by messenger. Any notice sent in accordance with this Loan Agreement shall be effective (i) if mailed, seven (7) business days after mailing to the address set forth each Party’s signature below, (ii) if sent by messenger, upon delivery, and (iii) if sent via email, upon transmission and electronic confirmation of receipt or (if transmitted and received on a non-business day) on the first business day following transmission and electronic confirmation of receipt.

(d) Assignment; Waiver. This Loan Agreement may not be assigned by the Borrower without the prior written consent of the Lender. The Lender may assign this Loan Agreement without the prior written consent of the Borrower. This Loan Agreement shall be binding upon the successors, assigns and representatives of each Party. No delay or omission to exercise any right, power, or remedy accruing to any Party upon any breach or default under this Loan Agreement, shall be deemed a waiver of any other breach or default theretofore or thereafter occurring. All remedies, either under this Loan Agreement or by law or otherwise afforded to any of the Parties, shall be cumulative and not alternative.

(e) Severability. If any provision of this Loan Agreement is held by a court of competent jurisdiction to be unenforceable under applicable law, then such provision shall be excluded from this Loan Agreement and the remainder of this Loan Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms; provided, however, that in such event this Loan Agreement shall be interpreted so as to give effect, to the greatest extent consistent with and permitted by applicable law, to the meaning and intention of the excluded provision as determined by such court of competent jurisdiction.

(f) Counterparts. This Loan Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the Parties have executed this Loan Agreement as of the date first above written.

LENDER

Yehuda Nir

By:

/s/ Yehuda Nir

THE BORROWER

Koligo Therapeutics Inc.

By:	/s/ Vered Caplan
Name:	Vered Caplan
Title:	Authorized signatory
Address: 2113 State Street New Albany, IN 47150, USA

Orgenesis Inc.

By:	/s/ Vered Caplan
Name:	Vered Caplan
Title:	CEO
Address: 20271 Goldenrod Lane, Germantown ,MD 20876, USA

[Signature page to the Loan Agreement between Yehuda Nir. and Koligo Therapeutics INC.]

Exhibit 10.3

PROMISSORY NOTE

$250,000 November 4, 2024

FOR VALUE RECEIVED, Orgenesis Maryland, LLC, a Maryland limited liability company (the “Borrower”) and wholly-owned subsidiary of Orgenesis Inc. (“Orgenesis”), hereby promises to pay to the order of Jacob Safier, or his successors or assigns (the “Holder”), the principal sum of TWO HUNDRED AND FIFTY THOUSAND US DOLLARS (US$250,000) in the manner provided in this Promissory Note (this “Note”).

1. Principal. The Borrower shall pay the Holder the entire outstanding principal balance, together with all other amounts owing hereunder, in full on the earlier of (i) December 31, 2024 (“Effective Date”) (ii) as described in Section 4 below, if not paid earlier as required or permitted hereby.

2. Interest. Interest on this Note shall accrue at a rate of ten (10%) percent per annum. Interest shall be computed on the basis of a 365-day year for the actual number of days elapsed.

3. Prepayment. The outstanding principal balance of this Note may be prepaid in full or in part in cash at any time, without premium, penalty or discount.

4. Repayment. If the Borrower, its parent company Orgenesis or any other subsidiary of Orgenesis completes a transaction or series of related transactions pursuant to which the Borrower, Orgenesis or any subsidiary of Orgenesis issues and sells any of its equity securities following the date of this Note for an aggregate gross proceeds of at least $15 million (for clarity this excludes the recent investment from India), the Holder may require repayment in full of the then outstanding principal amount and all accrued and unpaid interest on this Note.

5. Warrants. As partial consideration for the entry into this Note, Orgenesis shall issue on the date first written above to Holder five-year warrants to purchase an aggregate of 242,718 shares of common stock of Orgenesis at an initial exercise price of $1.03 per share, in the form attached as Exhibit A hereto. If the Borrower fails to pay timely the amounts due in accordance Section 1 of this Note, Orgenesis shall issue to Holder additional five-year warrants to purchase an aggregate of 242,718 shares of common stock of Orgenesis at an initial exercise price of $1.03 per share, in the form attached as Exhibit A hereto.

6. Outstanding Warrant Adjustment. As further consideration for the entry into this Note, Orgenesis shall adjust the exercise price of the outstanding warrants listed below to $1.03 per share effective upon execution of this agreement. Such adjustment shall apply for any additional shares issued per the agreements related to the warrants listed below for late repayment.

WARRANT	HOLDER	Amount		INITIAL EXERCISE PRICE		ADJUSTED EXERCISE PRICE
W - 447	Jacob Safier		97,088		10.30		1.03
W - 450	Jacob Safier		24,272		10.30		1.03
			121,360

7. Representations and Warranties of the Borrower. The Borrower hereby makes the representations and warranties set forth below to the Holder that as of the date of its execution of this Note:

7.1 Due Authorization. The Borrower represents and warrants that (i) the execution and delivery of this Note by it and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary action on its behalf and (ii) this Note has been duly executed and delivered by the Borrower and constitutes the valid and binding obligation of the Borrower, enforceable against it in accordance with its terms.

7.2 No Conflicts. The execution, delivery and performance of this Note by the Borrower and the consummation by the Borrower of the transactions contemplated hereby do not and will not: (i) conflict with or violate any provision of the Borrower’s organizational or charter documents, or (ii) conflict with or result in a violation of any agreement, law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority which would interfere with the ability of the Borrower to perform its obligations under this Note.

8. Representations and Warranties of the Holder. The Holder hereby makes the representations and warranties set forth below to the Borrower that as of the date of its execution of this Note:

8.1 Due Authorization. The Holder represents and warrants that (i) the execution and delivery of this Note by it and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary action on its behalf and (ii) this Note has been duly executed and delivered by the Holder and constitutes the valid and binding obligation of the Holder, enforceable against it in accordance with its terms.

8.2 No Conflicts. The execution, delivery and performance of this Note by the Holder and the consummation by the Holder of the transactions contemplated hereby do not and will not: (i) conflict with or violate any provision of the Holder’s organizational or charter documents, or (ii) conflict with or result in a violation of any agreement, law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority which would interfere with the ability of the Holder to perform its obligations under this Note.

8.3 Accredited Investor. By its signature below, the Holder hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended.

9. Events of Default. Any of the following acts, conditions, events or occurrences shall constitute an event of default hereunder (“Event of Default”):

9.1 the Borrower shall fail to pay when due any principal or interest hereunder and fails to cure such breach within fifteen days after notice thereof is provided by the Holder;

9.2 the Borrower shall breach any agreement contained in this Note and fails to cure such breach within fifteen days after notice thereof is provided by the Holder;

9.3 (i) the commencement by the Borrower of a voluntary case under the bankruptcy code of the United States (the “Bankruptcy Code”) or any foreign, federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or (ii) the consent by the Borrower to the entry of an order for relief in an involuntary bankruptcy or similar case, or to the conversion of an involuntary case to a voluntary case, under any such law, or (iii) the consent by the Borrower to the appointment of, or the taking of possession by, a receiver, trustee or other custodian for all or a substantial part of its properties, or (iv) the making by the Borrower of any assignment for the benefit of creditors, or (v) the admission by the Borrower in writing of its inability to pay its debts as such debts become due or the Borrower otherwise becomes insolvent; or

9.4 (i) the entry by a court of a decree or order for relief with respect to the Borrower in an involuntary case under the Bankruptcy Code or any applicable foreign, federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, which decree or order is not stayed or dismissed within 60 days of the entry thereof, or (ii) the entry by a court of a decree or order for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other person having similar powers over the Borrower or over all or a substantial part of its properties; or

9.5 the Borrower or Orgenesis defaults under or fails to perform with respect to one or more material obligations regarding outstanding indebtedness other than this Note and fails to cure such default(s) or failure(s) to perform within five (5) days of the receipt of written notice of such default(s) or failure(s) to perform.

10. Remedies.

10.1 Remedies. In the event of an occurrence of any Event of Default, or at any time thereafter until such Event of Default is cured or waived to the written satisfaction of the Holder, the Holder may by notice in writing to the Borrower declare the entire principal amount of this Note, together with all other amounts owing hereunder, to be immediately due and payable without presentment, demand, protest, notice of protest or other notice of dishonor of any kind, all of which are waived by the Borrower; provided, that upon the occurrence of an Event of Default under Section 8.3, the entire unpaid principal amount of this Note then outstanding and all interest accrued and unpaid thereon will be immediately due and payable without presentment, demand, protest or notice of any kind. The Borrower agrees to pay on demand all reasonable costs and expenses, including attorney fees, incurred by the Holder in connection with the collection of this Note.

10.2 No Waiver; Remedies Cumulative. No failure or delay on the part of the Holder in exercising any right, power or remedy under this Note shall operate as a waiver thereof; nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy under this Note. The remedies herein are cumulative and not exclusive of any remedies provided by law.

11. General.

11.1 Governing Law and Jurisdiction. This Note and the obligations of the parties hereunder will be construed and enforced in accordance with the laws of the State of New York.

11.2 Successors and Assigns. The rights and obligations of the Borrower and the Holder of this Note shall be binding upon and benefit their respective permitted successors, assigns, heirs, administrators and transferees. The Borrower may not assign this Note, in whole or in part, without the written consent of the Holder. The Holder may not assign this Note, in whole or in part, without the written consent of the Borrower.

11.3 Waiver. No waiver, forbearance, failure or delay by the Holder in exercising, or the exercise or beginning of exercise by the Holder of, any right, power or remedy, simultaneously or later, shall not preclude the further, simultaneous or later exercise thereof, and every right, power or remedy of the Holder shall continue in full force and effect until such right, power or remedy is specifically waived in a writing executed by the Holder.

11.4 Entire Agreement. This Note contains the entire agreement between the parties with respect to the subject matter hereof, and supersedes every course of dealing, other conduct, oral agreement or representation previously made by the parties. In the event that any court of competent jurisdiction shall determine that any provision, or portion thereof, contained in this Note shall be unenforceable in any respect, then such provision shall be deemed limited to the extent that such court deems it enforceable, and the remaining provisions of this Note shall nevertheless remain in full force and effect.

11.5 Notices. All notices and other communications given or made pursuant to this Note shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or: (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic mail or facsimile during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their address as set forth on their signature pages to this Note, or to such e-mail address, or address as subsequently modified by written notice given in accordance with this Section 9.5.

11.6 Jury Trial Waiver. THE BORROWER AND THE HOLDER KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE OTHER PARTY HERETO.

*****

IN WITNESS WHEREOF, this Promissory Note has been duly executed by the Borrower as of the day and year first above written.

ORGENESIS MARYLAND, LLC

By:	/s/ Vered Caplan
Name:	Vered Caplan
Title:	CEO
Email:	vered.c@orgenesis.com
Address for Notices:

Accepted and agreed as of the day and year first above written.

/s/ Jacob Safier
Email:
Address for Notices:

Accepted and agreed as of the day and year first above written.

ORGENESIS INC.

By:	/s/ Vered Caplan
Name:	Vered Caplan
Title:	CEO
Email:
Address for Notices:

Cover	Oct. 31, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 31, 2024
Entity File Number	001-38416
Entity Registrant Name	ORGENESIS INC.
Entity Central Index Key	0001460602
Entity Tax Identification Number	98-0583166
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	20271 Goldenrod Lane
Entity Address, City or Town	Germantown
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	20876
City Area Code	(480)
Local Phone Number	659-6404
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	ORGS
Entity Emerging Growth Company	false