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.

Convertible Notes Extension Agreement

As stated earlier, on June 6, 2019, Orgenesis Inc. (the “Company”) entered into a private placement subscription agreement with J. Ezra Merkin (the “Lender”), pursuant to which the Lender purchased from the Company a 6% unsecured convertible note in an aggregate principal amount of $1,950,000 (the “Convertible Note”), which is convertible, at the Lender’s option, into Units at a conversion price of $7.00 per unit, each unit consisting of one common share and one warrant, exercisable for three (3) years, to purchase one common share at a price of $7.00 per share. On July 15, 2022the Company and the Lender have entered into an amendment to this Convertible Note, the Convertible Note Extension Agreement (the “Amendment”), which amended the Convertible Note as follows:


  ?  the Company agrees to pay an initial $500,000 repayment to the Lender on or
     prior to August 15, 2022, and if the repayment is not paid on August 15,
     2022, it will constitute an event of default;
  ?  the interest rate will increase from 6% to 8% per annum as of June 5, 2022;
  ?  if an event of default has occurred, the interest on the unconverted and then
     outstanding principal amount shall accrue at the rate of 15% per annum;
  ?  the Maturity Date shall be extended to September 10, 2022 (the "Maturity
     Date"); and
  ?  as consideration for the Maturity Date extension, the Company agreed to grant
     the Lender warrants to purchase up to 330,000 shares of Common Stock of the
     Company, exercisable for three years, at an exercise price of $4.50 per share
     (the "Warrants").



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.

Section 3.02. Unrecorded sales of Equity securities.

The warrants and common shares issuable on the exercise of such warrants have not been registered under the Securities Act of 1933, as amended (the “Securities Act ”) and will be exempt from registration under section 4(a)(2) of the Securities Act as a transaction not involving a public offering. The information contained below in Section 1.01 above is incorporated by reference into this Section 3.02.

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            Convertible Note Extension Agreement, dated July 15, 2022, by and
              among the Company and J. Ezra Merkin
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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