ORGENESIS INC. : Entering into a Material Definitive Agreement, Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sale of Equity Securities, Financial Statements and Exhibits (Form 8 -K)

Section 1.01 Entering into a Material Definitive Agreement.

On April 21, 2022, Orgenesis Inc. (hereinafter referred to as “we”, “us” or the “Company”) has entered into a convertible loan agreement (the “Convertible Loan Agreement”) with Yehuda Nir (the “Lender” and, together with the Company, the “Parties”), pursuant to which the Lender lent to the Company $5,000,000 (the “Loan Amount”). Interest is calculated at 6% per annum (based on a 365 day year) and is payable, together with the principal, no later than October 21, 2022 (the due date “). The Maturity Date may be extended by Lender in Lender’s sole and absolute discretion and any such extension must be in writing and signed by the parties. The Loan Amount may be prepaid by the Company in whole or in part at any time or at the option of the Lender, following any financing by the Company pursuant to which the gross proceeds to the Borrower exceed
$10,000,000.

At any time before or on the maturity date, the lender may provide written notice to us to convert all or part of the loan into common stock at a conversion price equal to $4.50 per share (subject to adjustments for certain capital events, such as stock splits) (the “Conversion Price”).

In the event that the closing price of our common stock on the Nasdaq Capital Market (or such other national stock exchange or market on which our common stock is then quoted or traded) is equal to or greater than $15.00 per share (the amount of which may be adjusted for certain capital events, such as stock splits) for ten (10) consecutive trading days, the lender shall convert all accrued but unpaid interest into common stock at the conversion price .

In connection with this loan, the Company has agreed to issue to the lender a warrant (the “Warrant”) representing the right to purchase 277,778 shares of our common stock (or 25% of the shares of our shares in which the loan is initially convertible at the Conversion Price), at an exercise price per share of $4.50 per share. This warrant may be exercised at any time from six months and one day after the closing date and up to 36 months after the closing date.

The warrant issued to the lender in connection with the convertible loan is subject to a compulsory exercise in which the company will have the right to require the lender to exercise all or part of the warrant which is not yet exercised for a cash exercise when our common stock on the Nasdaq Capital Market equals or exceeds $15.00 per share (the amount of which may be adjusted for certain capital events, such as stock splits) for ten (10) consecutive trading days.

The Convertible Loan and the Common Shares issuable upon conversion of the Convertible Loan, the Warrant and the Common Shares issuable upon the exercise of such Warrant, have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and have been issued and sold on the basis of the exemption from registration contained in section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. The lender is acquiring the securities for investment purposes and acknowledges that it is an accredited investor as defined by Rule 501 of the Securities Act. The Convertible Loan, Warrant and common stock issuable upon conversion of the Convertible Loan and exercise of the Warrant may not be offered or sold absent an effective registration statement or an exemption from registration requirements under securities law.

The above summaries of the Convertible Loan Agreement and Form of Warrant do not purport to be complete and are subject to and qualified in their entirety by the full text of these documents attached as Exhibits 10.1 and 4.1, respectively. , to this current report on Form 8-K, which are incorporated herein by reference.

Section 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 in Item 1.01 of this current Report on Form 8-K.

Section 3.02. Unrecorded sales of Equity securities.

The information required by this Section 3.02 is included under Section 1.01 of this current Report on Form 8-K.

Section 9.01. Financial statements and supporting documents.

The exhibit listed in the exhibit index below is filed as part of this current report on Form 8-K.

Exhibit No.   Description
4.1             Form of Warrant
10.1            Convertible Loan Agreement, dated April 21, 2022, by and among the
              Company and Yehuda Nir
104            Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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