ORGENESIS INC. : Entering into a Material Definitive Agreement, Creation of a Direct Financial Obligation or Obligation Under a Registrant’s Off-Balance Sheet Arrangement, Other Events, Financial Statements and Exhibits (Form 8-K)


Section 1.01 Entering into a Material Definitive Agreement.

Amendment to the convertible loan agreement

As stated earlier, on April 21, 2022, Orgenesis Inc. (the “Company”) entered into a convertible loan agreement (the “Convertible Loan Agreement”) with Yehuda Nir (the “Lender”), pursuant to which the Lender lent to the Company
$5,000,000 (the “Loan Amount”) with an interest rate of 6% per annum (based on a 365 day year) and which was payable, together with the principal, no later than
October 21, 2022 (the due date “). Pursuant to the Convertible Loan Agreement, the Maturity Date may be extended by the Lender at the Lender’s sole and absolute discretion and any extension must be in writing and signed by the parties and the Loan Amount may be repaid by anticipation 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. On
May 16, 2022the Company and the Lender have entered into an amendment to this Convertible Loan Agreement (the “Amendment”) pursuant to which the Maturity Date has been extended to July 21, 2023 and which allows the Outstanding (as defined in the Agreement) to be prepaid by the Company, at the option of the Lender, following any financing by the Company pursuant to which the gross proceeds of the Company exceed $13,125,000.

The above summary of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the Amendment attached as Schedule 10.1 to this current Report on Form 8-K, which is hereby incorporated. 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 Section 2.03 is included under Section 1.01 of this current Report on Form 8-K.

Item 8.01. Other Events.

On April 5, 2022the Company previously announced that it had entered into a securities purchase agreement with certain investors, dated March 30, 2022for a private placement of 4,933,333 common shares of the Company, par value $0.0001 per share (the “Common Shares”), at a purchase price of $3.00
per share and warrants to purchase up to 1,000,000 common shares at an exercise price of $4.50 per share, which was expected to translate to approximately $14.8 million of the gross proceeds (the “Private Placement”). From
May 16, 2022the Company received a total of $1.7 million out of the expected $14.8 million Private Placement. Some of the private placement investors requested an extension of the closing until June 30, 2022
and the Company has agreed to this extension to receive the remaining funds.

Item 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
10.1            Amendment to Convertible Loan Agreement, dated May 16, 2022, by
              and among the Company and Yehuda Nir
104           Cover Page Interactive Data File (embedded within the Inline XBRL

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