ORGS / Orgenesis Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

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): August 25, 2025 ORGENESIS INC. (E

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): August 25, 2025 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 incorp

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): August 19, 2025 ORGENESIS INC. (E

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): August 19, 2025 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 incorp

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): August 1, 2025 ORGENESIS INC. (Ex

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): August 1, 2025 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 incorpo

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): June 6, 2025 ORGENESIS INC. (Exac

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): June 6, 2025 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 incorpora

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-38416 CUSIP NUMBER 68619K204 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transi

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): April 22, 2025 ORGENESIS INC. (Ex

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): April 22, 2025 ORGENESIS INC. (Exact name of registrant as specified in its charter) Nevada 001-38416 98-0583166 (State or other jurisdiction (Commission (IRS Employer of incorporatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-38416 CUSIP NUMBER 68619K204 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tra

ARTICLE I.

Exhibit 10.1 AGREEMENT This Agreement (“Agreement”) is made this 28 day of February, 2025 (“Effective Date”), by and between Orgenesis, Inc., a Nevada corporation, having an address at 20271 Goldenrod Lane, Germantown, MD, 20876 USA (including any affiliate or subsidiary thereof “Orgenesis”) and NEUROCORDS, LLC. a Delaware limited liability company having a place of business at 58 Ha’eakevet St. T

Assignment and Assumption Agreement

Exhibit 10.2 Assignment and Assumption Agreement This Assignment and Assumption Agreement (the “Agreement”), effective as of March 3, 2025 (the “Effective Date”), is by and between Neurocords, LLC., a Delaware limited liability company (“Neurocords”), and Orgenesis, Inc., a Nevada corporation (“ORGS”). WHEREAS, Neurocords, Mr. Ariel Malik and ORGS have entered into a certain agreement, dated as of

Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits

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): February 28, 2025 ORGENESIS INC. (Exact name of registrant as specified in its charter) Nevada 001-38416 98-0583166 (State or other jurisdiction (Commission (IRS Employer of incorpora

Financial Statements and Exhibits

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): January 28, 2025 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 incor

Orgenesis Secures Up to $5 Million Equity Investment from Williamsburg Venture Holdings Funding Aimed at Accelerating Rollout of Decentralized CGT Platform

Exhibit 99.1 Orgenesis Secures Up to $5 Million Equity Investment from Williamsburg Venture Holdings Funding Aimed at Accelerating Rollout of Decentralized CGT Platform GERMANTOWN, MD – January 28, 2025 – Orgenesis Inc. (OTCQX: ORGS) (“Orgenesis” or the “Company”), a global biotech company working to unlock the full potential of cell and gene therapies (CGT) in order to improve access and outcomes

EQUITY PURCHASE AGREEMENT

Exhibit 10.1 EQUITY PURCHASE AGREEMENT THIS EQUITY PURCHASE AGREEMENT (this “Agreement”) is entered into as of January 22, 2025 (the “Execution Date”), by and between Orgenesis Inc, a Nevada corporation (the “Company”), and Williamsburg Venture Holdings, LLC, a Nevada limited liability company (the “Investor”). RECITALS WHEREAS, the parties desire that, upon the terms and subject to the conditions

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 22, 2024 (the “Execution Date”), is entered into by and between Orgenesis Inc., a Nevada corporation (the “Company”), and Williamsburg Venture Holdings, LLC, a Nevada limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not othe

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): December 24, 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 inco

Joint Filing Agreement

EX-99.1 2 ex99113ga310871safi120424.htm Exhibit 99.1 Joint Filing Agreement The undersigned hereby agree that Amendment No.3 to the Statement on Schedule 13G dated December 4, 2024 with respect to the Common Stock, par value $0.0001 per share, of Orgenesis Inc., a Nevada corporation, and any further amendments thereto executed by each and any of the undersigned shall be filed on behalf of each of

ORGS / Orgenesis Inc. / JSAF Holdings, LLC Passive Investment

SC 13G/A 1 sc13ga310871003jsaf12042024.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 3)1 Orgenesis, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of S

Joint Filing Agreement

EX-99.1 2 ex99113ga310871jsaf120424.htm Exhibit 99.1 Joint Filing Agreement The undersigned hereby agree that Amendment No.3 to the Statement on Schedule 13G dated December 4, 2024 with respect to the Common Stock, par value $0.0001 per share, of Orgenesis Inc., a Nevada corporation, and any further amendments thereto executed by each and any of the undersigned shall be filed on behalf of each of

ORGS / Orgenesis Inc. / Safier Jacob Passive Investment

SC 13G/A 1 sc13ga310871003safi12042024.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 3)1 Orgenesis, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number: 001-38416 ORGEN

Loan Agreement, dated as of October 31, 2024, by and between Koligo Therapeutics, Inc., the Company and Yehuda Nir *

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 (

Promissory Note, dated as of November 4, 2024, by and between Orgenesis Maryland LLC, the Company and Jacob Safier *

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 mann

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

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 incor

Loan Extension Agreement, dated as of October 31, 2024, by and between Koligo Therapeutics, Inc., the Company and Yehuda Nir *

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 an

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 28, 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 incor

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 23, 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 incor

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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 17, 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 incor

Orgenesis Announces Reverse Stock Split

Exhibit 99.1 Orgenesis Announces Reverse Stock Split GERMANTOWN, MD, September 23, 2024 – Orgenesis Inc. (Nasdaq:ORGS) (“Orgenesis” or the “Company”) today announced that its Board of Directors has approved a 1-for-10 reverse stock split of the Company’s common stock, par value $0.0001, which will be effective at 5:00 pm Eastern Time on September 24, 2024. The Company’s common stock will continue

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits

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): September 20, 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 inc

Certificate of Change of Orgenesis Inc. dated September 20, 2024

Exhibit 3.1

Orgenesis Inc. Investor Presentation dated August 29, 2024

Exhibit 99.1

Regulation FD Disclosure

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): August 29, 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 incorp

Form of Warrant to be issued to Jacob Safier

Exhibit 4.1 THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGIS

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

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): August 21, 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 Incorp

Amended and Restated Promissory Note, dated as of August 23, 2024, by and between Orgenesis Maryland LLC, Jacob Safier and Orgenesis Inc.

Exhibit 10.1 AMENDED AND RESTATED PROMISSORY NOTE $1,000,000 August 21, 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 ONE MILLION DOLLARS ($1,000,000) in the mann

Strategic Partnership Agreement, dated as of August 9, 2024, by and between Orgenesis Inc. and Harley Street Healthcare Group (London) Plc Ltd.*

Exhibit 10.1 STRATEGIC PARTNERSHIP AGREEMENT This STRATEGIC PARTNERSHIP AGREEMENT (“Agreement”) is entered into on this 9th day of August 2024 (“Effective Date”) by and between Orgenesis, Inc. a Nevada corporation, USA, having an address at 20271 Goldenrod Lane, Germantown ,MD 20876, USA (“Orgenesis”) and Harley Street Healthcare Group (London) Plc Ltd., a company duly incorporated under the laws

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): August 9, 2024 ORGENESIS INC. (Ex

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): August 9, 2024 ORGENESIS INC. (Exact name of registrant as specified in its charter) Nevada 001-38416 98-0583166 (State or other jurisdiction of incorporation (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number: 001-38416 ORGENESIS

Calculation of Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) ORGENESIS INC. (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, par value $0.0001 per shar

As filed with the Securities and Exchange Commission on July 17, 2024

As filed with the Securities and Exchange Commission on July 17, 2024 REGISTRATION NO.

Asset Purchase Agreement, dated as of July [12], 2024, among Orgenesis Inc., Theracell Advanced Biotechnology S.A, Theracell Advanced Biotechnology LTD and IDNA Genomics Public Limited*

Exhibit 10.1 CONFIDENTIAL ASSET PURCHASE AGREEMENT for the Theracell Advanced Biotechnology S.A, Theracell Advanced Biotechnology LTD and ΙDNA Genomics Public Limited (jointly and severally “Theracell”) and Orgenesis Inc and its subsidiaries. (“Orgenesis”) July 12th, 2024 Theracell and Orgenesis intending to be legally bound, hereby agree as follows: Purchaser Orgenesis, Inc and / or any of its su

Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits

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): July 12, 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 incorpor

Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits

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): July 10, 2024 ORGENESIS INC. (Exact name of registrant as specified in its charter) Nevada 001-38416 98-0583166 (State or other jurisdiction (Commission (IRS Employer of incorporation

Asset Purchase Agreement, dated as of July 10, 2024, between Orgenesis Inc. and Broaden Bioscience and Technology Corp.*

Exhibit 10.1 ASSET PURCHASE AGREEMENT (“Agreement”) by and between Broaden Bioscience and Technology Corp and Orgenesis, Inc. effective as of July 10, 2024 (“Effective Date”) Broaden and Orgenesis intending to be legally bound, hereby agree as follows: Purchaser Orgenesis, Inc. and / or any of its subsidiaries (“Orgenesis”) Seller Broaden Bioscience and Technology Corp (“Broaden”) Asset being sold

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): July 3, 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 incorpora

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): July 3, 2024 ORGENESIS INC. (Exac

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): July 3, 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 Incorpora

Loan Agreement dated July 3, 2024, by and among Koligo Therapeutics Inc. and Yehuda Nir (incorporated by reference to an exhibit to our current report on Form 8-K, filed on July 8, 2024).

Exhibit 10.1 LOAN AGREEMENT THIS LOAN AGREEMENT (this “Agreement”) is made as of the 3rd day of July, 2024 (“Effective Date”), by and between Yehuda Nir, having an address at (“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 “Part

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

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): June 27, 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 incorpor

2017 Equity Incentive Plan, as amended (incorporated by reference to an exhibit to our current report on Form 8-K, filed on June 27, 2024).

Exhibit 10.1 ORGENESIS, INC. 2017 EQUITY INCENTIVE PLAN, AS AMENDED 1. DEFINITIONS. Unless otherwise specified or unless the context otherwise requires, the following terms, as used in this Orgenesis, Inc. 2017 Equity Incentive Plan, as amended, have the following meanings: Administrator means the committee to which the Board of Directors has delegated the authority to grant equity under the Plan.

2,475,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-279993 PROSPECTUS 2,475,000 Shares of Common Stock This prospectus relates to the offer and resale from time to time by the selling stockholders named in this prospectus (the “Selling Holders”) of up to 2,475,000 shares of our common stock, par value $0.0001 per share (“common stock”), which consist of (i) 500,000 shares of our common stock (th

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): June 8, 2024 ORGENESIS INC. (Exact name of registrant as specified in its charter) Nevada 001-38416 98-0583166 (State or other jurisdiction (Commission (IRS Employer of incorporation

ORGENESIS INC. 20271 Goldenrod Lane Germantown, Maryland 20876

ORGENESIS INC. 20271 Goldenrod Lane Germantown, Maryland 20876 June 11, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Jason Drory Re: Orgenesis Inc. Registration Statement on Form S-3 Filed June 6, 2024 File No. 333-279993 (the “Registration Statement”) Acceleration Request Ladies and Gentlemen: In accord

Form of Strategic Advisor Warrant

Exhibit 4.1 THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGIS

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) ORGENESIS INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, pa

As filed with the Securities and Exchange Commission on June 6, 2024

As filed with the Securities and Exchange Commission on June 6, 2024 Registration No.

Regulation FD Disclosure, Financial Statements and Exhibits

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): May 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 incorpora

Orgenesis Inc. Investor Presentation dated May 31, 2024

Exhibit 99.1

ORGENESIS INC. 20271 Goldenrod Lane Germantown, Maryland 20876

ORGENESIS INC. 20271 Goldenrod Lane Germantown, Maryland 20876 May 30, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Doris Stacey Gama Re: Orgenesis Inc. Registration Statement on Form S-3 Filed April 22, 2024, as amended File No. 333-278857 (the “Registration Statement”) Acceleration Request Ladies and G

As filed with the Securities and Exchange Commission on May 24, 2024

As filed with the Securities and Exchange Commission on May 24, 2024 Registration No.

Debt Exchange Agreement, dated as of May 21, 2024, between Orgenesis Inc. and Aharon Lukach

Exhibit 10.2 DEBT EXCHANGE AGREEMENT DEBT EXCHANGE AGREEMENT, dated as of May 21, 2024 (this “Agreement”), by and between Orgenesis Inc., a Nevada corporation (the “Company”), and Aharon Lukach (the “Purchaser”). R E C I T A L S WHEREAS, the Company and/or its wholly-owned subsidiary Orgenesis Ltd. (“Orgenesis Ltd.”) owe the US $1,458,171 including outstanding principal amount and interest to the

Debt Exchange Agreement, dated as of May 21, 2024, between Orgenesis Inc. and Yosef Dotan

Exhibit 10.3 DEBT EXCHANGE AGREEMENT DEBT EXCHANGE AGREEMENT, dated as of May 21, 2024 (this “Agreement”), by and between Orgenesis Inc., a Nevada corporation (the “Company”), and Yosef Dotan (the “Purchaser”). R E C I T A L S WHEREAS, the Company and/or its wholly-owned subsidiary Orgenesis Ltd. (“Orgenesis Ltd.”) owe $1,373,201 outstanding principal amount and interest to the Purchaser under cer

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): May 21, 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 incorpora

Debt Exchange Agreement, dated as of May 21, 2024, between Orgenesis Inc. and Yehuda Nir

Exhibit 10.1 DEBT EXCHANGE AGREEMENT DEBT EXCHANGE AGREEMENT, dated as of May 21, 2024 (this “Agreement”), by and between Orgenesis Inc., a Nevada corporation (the “Company”), and Yehuda Nir (the “Purchaser”). R E C I T A L S WHEREAS, the Company and/or its wholly-owned subsidiary Koligo Therapeutics Inc. (“Koligo”) owe the US $ 13,176,000 including outstanding principal amount and interest to the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number: 001-38416 ORGENESIS

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-38416 CUSIP NUMBER 68619K204 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Form of Subordinated Indenture.

Exhibit 4.4 ORGENESIS INC. Issuer AND [ ] Trustee INDENTURE Dated as of [ ] Subordinated Debt Securities CROSS-REFERENCE TABLE(1) Section of Trust Indenture Act of 1939, as Amended Section of Indenture 310(a). 7.09 310(b). 7.08 7.10 310(c). Inapplicable 311(a). 7.13(a) 311(b). 7.13(b) 311(c). Inapplicable 312(a). 5.02(a) 312(b). 5.02(b) 312(c). 5.02(c) 313(a). 5.04(a) 313(b). 5.04(a) 313(c). 5.04(

As filed with the Securities and Exchange Commission on April 22, 2024

As filed with the Securities and Exchange Commission on April 22, 2024 Registration No.

Form of Senior Indenture.

Exhibit 4.3 ORGENESIS INC. Issuer AND [ ] Trustee INDENTURE Dated as of [ ] Senior Debt Securities CROSS-REFERENCE TABLE(1) Section of Trust Indenture Act of 1939, as Amended Section of Indenture 310(a). 7.09 310(b). 7.08 7.10 310(c). Inapplicable 311(a). 7.13(a) 311(b). 7.13(b) 311(c). Inapplicable 312(a). 5.02(a) 312(b). 5.02(b) 312(c). 5.02(c) 313(a). 5.04(a) 313(b). 5.04(a) 313(c). 5.04(a) 5.0

Filing Fee Table

Exhibit 107 EX-FILING FEES Calculation of Filing Fee Tables Form S-3 (Form Type) ORGENESIS INC.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): April 17, 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 incorpo

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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): April 10, 2024 ORGENESIS INC. (Exact name of registrant as specified in its charter) Nevada 001-38416 98-0583166 (State or other jurisdiction (Commission (IRS Employer of incorporatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38416 ORGENESIS INC.

List of Subsidiaries of Orgenesis Inc.

Exhibit 21.1 ● Koligo Therapeutics, Inc ● Orgenesis CA, Inc ● Orgenesis Belgium ● Orgenesis Switzerland Sarl ● MIDA Biotech BV ● Orgenesis Italy SRL ● Orgenesis Ltd ● Orgenesis Austria GmbH

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number:

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): April 5, 2024 ORGENESIS INC. (Exact name of registrant as specified in its charter) Nevada 001-38416 98-0583166 (State or other jurisdiction (Commission (IRS Employer of incorporation

Asset Purchase and Strategic Collaboration Agreement, dated as of April 5, 2024, between Orgenesis Maryland LLC and Griffin Fund 3 BIDCO, Inc.*

Exhibit 1.1 ***CERTAIN MATERIAL (INDICATED BY THREE ASTERISKS IN BRACKETS) HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS BOTH (1) NOT MATERIAL AND (2) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. EXECUTION VERSION ASSET PURCHASE AND STRATEGIC COLLABORATION AGREEMENT between GRIFFIN FUND 3 BIDCO, INC. and ORGENESIS MARYLAND LLC Dated as of April 5, 2024 TABLE OF CONTENTS Page ARTICLE I

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-38416 CUSIP NUMBER 68619K204 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report

Other Events

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): March 27, 2024 ORGENESIS INC. (Exact name of registrant as specified in its charter) Nevada 001-38416 98-0583166 (State or other (Commission File (IRS Employer jurisdiction of incorpo

Securities Purchase Agreement, dated March 3, 2024, by and among the Company and the Investors

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (“Agreement”) is made as of March 3, 2024 (the “Effective Date”), by and among Orgenesis Inc., a Nevada corporation (the “Company”), and each of those persons and entities, severally and not jointly, listed as a Purchaser on the Schedule of Purchasers attached as Exhibit A hereto (the “Schedule of Purchasers”). Such pers

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): March 3, 2024 ORGENESIS INC. (Exact name of registrant as specified in its charter) Nevada 001-38416 98-0583166 (State or other jurisdiction of incorporation (Commission File Number)

Orgenesis Inc. Announces $2.3 Million Private Placement

Exhibit 99.1 Orgenesis Inc. Announces $2.3 Million Private Placement GERMANTOWN, MD, March 4, 2024 — Orgenesis Inc. (NASDAQ: ORGS) (“Orgenesis” or the “Company”), a global leader in decentralized cell and gene therapies (CGTs), announced today that it has entered into a definitive securities purchase agreement with certain accredited investors for the sale of 2,272,719 shares of the Company’s comm

Form of March 2024 Warrant with $1.50 exercise price

Exhibit 4.1 THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGIS

Form of March 2024 Warrant with $2.00 exercise price

Exhibit 4.2 THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGIS

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): February 26, 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 inco

Binding Term Sheet, dated as of February 26, 2024, between Orgenesis Maryland LLC and Germfree Laboratories LLC*

Exhibit 10.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. BINDING TERM SHEET for the Germfree Laboratories LLC (“Germfree”) and Orgenesis (“Orgenesis”) Maryland LLC Orgenesis Asset Purchase and Strategic Collaboration

ORGS / Orgenesis Inc. / Safier Jacob Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b) (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): January 29, 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 incor

Unit Purchase Agreement, dated as of January 29, 2024, between the Company and MM OS Holdings L.P.

Exhibit 10.1 Execution Version UNIT PURCHASE AGREEMENT dated as of January 29, 2024 among ORGENESIS INC. and MM OS HOLDINGS, L.P. TABLE OF CONTENTS Page Article 1 Definitions Section 1.01. Definitions 1 Article 2 The Transaction Section 2.01. Purchase and Sale of the Purchased Units 5 Section 2.02. Closing 6 Section 2.03. Milestone Payments 6 Section 2.04. Royalty Payments 7 Section 2.05. Withhold

Term Sheet, dated as of January 18, 2024, between the Company and MM OS Holdings L.P.

Exhibit 10.1 NON-BINDING TERM SHEET for the ACQUISITION OF MM OS HOLDINGS L.P. INTERESTS IN OCTOMERA LLC January 18, 2024 Seller MM OS Holdings L.P. (the “Seller”) Purchaser Orgenesis Inc. (the “Purchaser”) Target Companies Octomera LLC and its Subsidiaries (the “Target”, and together with the Purchaser and the Seller, the “Parties”) Consideration As consideration for the acquisition by the Purcha

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): January 18, 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 incor

Amendment Agreement, dated as of January 16, 2024, to Securities Purchase Agreement, dated November 8, 2023, by and among the Company and the November 2023 Investor

Exhibit 10.1 AMENDMENT AGREEMENT This Amendment Agreement (the “Amendment”), dated as of January 16, 2024, is by and among Orgenesis Inc., a Nevada corporation (the “Company”), and the holder constituting a majority-in-interest of the shares of Common Stock and Pre-Funded Warrants issued pursuant to that certain Securities Purchase Agreement dated as of November 8, 2023, by and among the Company a

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): January 16, 2024 ORGENESIS INC. (

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): January 16, 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 incor

Loan Extension Agreement, dated as of January 1, 2024, by and between the Company and Aharon Lukach

Exhibit 10.2 Loan Extension Agreement and Warrant grant This Loan Extension Agreement (“Extension”) is entered into as of January 1, 2024 (the “Effective Date”), by and between Orgenesis LTD, (“Borrower”), Orgenesis Inc (“ORGS”) and Aharon Lukach (“Lender”). Borrower, ORGS and Lender may each be referred to herein as a “Party,” and collectively as the “Parties”. WHEREAS: Lender and Borrower are pa

Form of Lukach Warrant, dated as of January 1, 2024

Exhibit 4.2 THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGIS

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): January 1, 2024 ORGENESIS INC. (E

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): January 1, 2024 ORGENESIS INC. (Exact name of registrant as specified in its charter) Nevada 001-38416 98-0583166 (State or other jurisdiction (Commission (IRS Employer of incorporati

Loan Extension Agreement, dated as of January 1, 2024, by and between the Company and Yehuda Nir

Exhibit 10.1 Loan Extension Agreement and Warrant grant This Loan Extension Agreement (“Extension”) is entered into as of January 1, 2024 (the “Effective Date”), by and between Koligo Therapeutics INC, (“Borrower”), Orgenesis Inc (“ORGS”) and Yehuda Nir (“Lender”). Borrower, ORGS and Lender may each be referred to herein as a “Party,” and collectively as the “Parties”. WHEREAS: Lender and Borrower

Form of Nir Warrant, dated as of January 1, 2024

Exhibit 4.1 THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGIS

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): December 22, 2023 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 Inco

Employment Agreement between the Company and Victor Miller, dated December 28, 2023.

Exhibit 10.1 PERSONAL EMPLOYMENT AGREEMENT THIS PERSONAL EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into this date December 28, 2023 by and between Orgenesis INC., a Nevada corporation, with a business address at 20271 Goldenrod Lane, Germantown, MD 20876 (the “Company”), and Victor Miller of 230 9th Street, Wilmette, IL 60091 (the “Employee”). WHEREAS, the Company wishes to employ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number: 001-38416 ORGEN

Securities Purchase Agreement, dated August 31, 2023, by and among the Company and a certain investor.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (“Agreement”) is made as of August 31, 2023 (the “Effective Date”), by and among Orgenesis Inc., a Nevada corporation (the “Company”), and each of those persons and entities, severally and not jointly, listed as a Purchaser on the Schedule of Purchasers attached as Exhibit A hereto (the “Schedule of Purchasers”). Such pe

Convertible Loan Agreement dated September 29, 2023, by and among the Borrower and Sai Traders.

Exhibit 10.2 CONVERTIBLE LOAN AGREEMENT THIS CONVERTIBLE LOAN AGREEMENT (this “Agreement”) is made as of the 29th day of September, 2023 (“Effective Date”), by and between Sai Traders, having an address at 3rd Floor, ALTIUS, 1, OLYMPIA TECHNOLOGY PARK, Guindy, SIDCO Industrial Estate, Chennai, Tamil Nadu 600032 (“Lender”), and Koligo Therapeutics, Inc., a Kentucky corporation., of 2113 State Stree

1,410,256 shares of Common Stock Warrants to Purchase up to 1,410,256 shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-254806 PROSPECTUS SUPPLEMENT (To Prospectus dated April 7, 2021) 1,410,256 shares of Common Stock Warrants to Purchase up to 1,410,256 shares of Common Stock We are offering 1,410,256 shares of our common stock (the “Shares”), par value $0.0001 per share (the “Common Stock”), and warrants to purchase up to 1,410,256 shares of Common Stock (the

Form of Warrant

Exhibit 4.1 COMMON STOCK PURCHASE WARRANT ORGENESIS INC. Warrant Shares: Original Issuance Date: November 9, 2023 Initial Exercise Date: November 9, 2023 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time o

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Other Events, Financial Statements and Exhibits

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): November 8, 2023 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 Incor

Form of Securities Purchase Agreement, dated November 8, 2023, by and between Orgenesis Inc. and the Investor

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of November [*], 2023, between Orgenesis Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set fo

Orgenesis Inc. Announces Pricing of $1.1 Million Registered Direct Offering

Exhibit 99.1 Orgenesis Inc. Announces Pricing of $1.1 Million Registered Direct Offering Germantown Maryland, November 8, 2023 – Orgenesis Inc. (“Orgenesis”) (Nasdaq: ORGS), a global biotech company working to unlock the full potential of cell and gene therapies (CGTs), announced today that it has entered into a securities purchase agreement with a single institutional investor to purchase approxi

Form of Placement Agent Agreement

Exhibit 1.1 PLACEMENT AGENCY AGREEMENT November 8, 2023 Orgenesis Inc. 20271 Goldenrod Lane Germantown, MD 20876 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), Orgenesis Inc., a Nevada corporation (the “Company”), hereby agrees to sell up to an aggregate of approximately $1.1 million of securities of the Company, including, but not limited to, sh

Orgenesis Announces Withdrawal of Proposed Public Offering

Exhibit 99.1 Orgenesis Announces Withdrawal of Proposed Public Offering Germantown, Maryland – October 30, 2023 – Orgenesis Inc. (NASDAQ: ORGS) (“Orgenesis” or the “Company”), a global biotech company working to unlock the full potential of cell and gene therapies (CGT), today announced that it has withdrawn its previously announced proposed underwritten public offering of securities due to market

Financial Statements and Exhibits, Other Events

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 30, 2023 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 Incor

Subject to Completion, dated October 30, 2023

Filed Pursuant to Rule 424(b)(5) Registration No. 333-254806 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement has been filed with the Securities and Exchange Commission and is effective. This prospectus supplement is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdicti

Convertible Loan Agreement dated September 29, 2023, by and among the Borrower and Sai Traders (incorporated by reference to an exhibit to our current report on Form 8-K, filed on October 5, 2023)

Exhibit 10.1 Execution Version CONVERTIBLE LOAN AGREEMENT THIS CONVERTIBLE LOAN AGREEMENT (this “Agreement”) is made as of the 29th day of September, 2023 (“Effective Date”), by and between Sai Traders, having an address at 3rd Floor, ALTIUS, 1, OLYMPIA TECHNOLOGY PARK, Guindy, SIDCO Industrial Estate, Chennai, Tamil Nadu 600032 (“Lender”), and Koligo Therapeutics, Inc., a Kentucky corporation., o

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

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): September 29, 2023 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 Inc

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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 3, 2023 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 Incorp

ORGS / Orgenesis Inc / New Dimensions Trading Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1)1 Orgenesis, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 68619K204 (CUSIP Number) August 31

Joint Filing Agreement

Exhibit 99.1 Joint Filing Agreement The undersigned hereby agree that Amendment No.1 to the Statement on Schedule 13G dated September 5, 2023 with respect to the Common Stock, par value $0.01 per share, of Orgenesis Inc., a Nevada corporation, and any further amendments thereto executed by each and any of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accord

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): August 31, 2023 ORGENESIS INC. (E

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): August 31, 2023 ORGENESIS INC. (Exact name of registrant as specified in its charter) Nevada 001-38416 98-0583166 (State or other jurisdiction (Commission (IRS Employer of incorporati

Securities Purchase Agreement, dated August 31, 2023, by and among the Company and a certain investor (incorporated by reference to an exhibit to our current report on Form 8-K, filed on September 1, 2023)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (“Agreement”) is made as of August 31, 2023 (the “Effective Date”), by and among Orgenesis Inc., a Nevada corporation (the “Company”), and each of those persons and entities, severally and not jointly, listed as a Purchaser on the Schedule of Purchasers attached as Exhibit A hereto (the “Schedule of Purchasers”). Such pe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number: 001-38416 ORGENESIS

Employment Agreement between the Company and Elliot Maltz, dated July 6, 2023.

Exhibit 10.1 PERSONAL EMPLOYMENT AGREEMENT THIS PERSONAL EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into this date July 6, 2023 by and between Orgenesis INC a Nevada corporation, with a business address at 20271 Goldenrod Lane, Germantown, MD 20876 (the “Company”), and Elliot Maltz of 11 Ivy Rd, Needham, Massachusetts, 02492 (the “Employee”). WHEREAS, the Company wishes to employ t

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): July 6, 2023 ORGENESIS INC. (Exac

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): July 6, 2023 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 incorpora

Amendment No. 2 to Unit Purchase Agreement dated as of June 30, 2023 by and among Orgenesis Inc., Morgenesis LLC and MM OS Holdings, L.P, (incorporated by reference to an exhibit to our current report on Form 8-K, filed on July 7, 2023).

Exhibit 10.1 Amendment No. 2 to UNIT purchase agreement THIS AMENDMENT NO. 2 TO UNIT PURCHASE AGREEMENT (this “Amendment”), dated as of June 30, 2023, is by and between MM OS Holdings, L.P., a Delaware limited partnership (“Investor”), Morgenesis LLC, a Delaware limited liability company (the “Company”) and Orgenesis Inc., a Nevada corporation (“Orgenesis Parent”) (each of the foregoing persons, a

Amendment No. 1 to Second Amended and Restated Limited Liability Company Agreement of Morgenesis LLC, (incorporated by reference to an exhibit to our current report on Form 8-K, filed on July 7, 2023).

Exhibit 10.2 FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MORGENESIS LLC FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF Morgenesis LLC (this “Amendment” to the “LLC Agreement”), dated as of June 30, 2023, by and among Morgenesis LLC (the “Company”), Orgenesis Inc. (“Orgenesis”) and MM OS Holdings, L.P. (“MM”).

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): June 30, 2023 ORGENESIS INC. (Exa

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): June 30, 2023 ORGENESIS INC. (Exact name of registrant as specified in its charter) Nevada 001-38416 98-0583166 (State or other jurisdiction (Commission (IRS Employer of incorporation

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): June 8, 2023 ORGENESIS INC. (Exac

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): June 8, 2023 ORGENESIS INC. (Exact name of registrant as specified in its charter) Nevada 001-38416 98-0583166 (State or other jurisdiction (Commission (IRS Employer of incorporation)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number: 001-38416 ORGENESIS

Amendment No. 1 to Unit Purchase Agreement dated as of May 5, 2023 by and among Orgenesis Inc., Morgenesis LLC and MM OS Holdings, L.P. (incorporated by reference to an exhibit to our current report on Form 8-K, filed on May 10, 2023)

Exhibit 10.1 Execution Version Amendment No. 1 to UNIT purchase agreement THIS AMENDMENT NO. 1 TO UNIT PURCHASE AGREEMENT (this “Amendment”), dated as of May 5, 2023, is by and between MM OS Holdings, L.P., a Delaware limited partnership (“Investor”), Morgenesis LLC, a Delaware limited liability company (the “Company”), and Orgenesis Inc., a Nevada corporation (“Orgenesis Parent”) (each of the for

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): May 5, 2023 ORGENESIS INC. (Exact

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): May 5, 2023 ORGENESIS INC. (Exact name of registrant as specified in its charter) Nevada 001-38416 98-0583166 (State or other jurisdiction (Commission (IRS Employer of incorporation)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

PRE 14A 1 formpre14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by

ORGENESIS INC. 1,087,461 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-270805 PROSPECTUS ORGENESIS INC. 1,087,461 Shares of Common Stock The selling stockholders of Orgenesis Inc. (“Orgenesis,” “we,” “us” or the “Company”) listed beginning on page 9 of this prospectus may offer and resell under this prospectus (i) up to 725,000 shares of our common stock and (ii) up to 362,461 shares of our common stock issuable u

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): March 27, 2023 ORGENESIS INC. (Ex

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): March 27, 2023 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 incorpo

Convertible Loan Agreement, dated March 27, 2023, by and among the Borrower and Yehuda Nir (incorporated by reference to an exhibit to our current report on Form 8-K, filed on March 31, 2023)

Exhibit 10.1 CONVERTIBLE LOAN AGREEMENT THIS CONVERTIBLE LOAN AGREEMENT (this “Agreement”) is made as of the day of March, 2023 (“Effective Date”), by and between Yehuda Nir., having an address at 14 Moshe Lerer st, , Ness Ziona 7404900 Israel (the “Lender”), and Koligo Therapeutics Inc., a Kentucky corporation., of 2113 State Street New Albany, IN 47150, (the “Borrower”), (Lender together with th

ORGENESIS INC. 20271 Goldenrod Lane Germantown, Maryland 20876

ORGENESIS INC. 20271 Goldenrod Lane Germantown, Maryland 20876 March 30, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Doris Stacey Gama Re: Orgenesis Inc. Registration Statement on Form S-3 Filed March 23, 2023 File No. 333-270805 (the “Registration Statement”) Acceleration Request Ladies and Gentlemen:

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Orgenesis Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, pa

As filed with the Securities and Exchange Commission on March 23, 2023

As filed with the Securities and Exchange Commission on March 23, 2023 Registration No.

Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38416 ORGENESIS INC.

List of Subsidiaries of Orgenesis Inc.

Exhibit 21.1 ORGENESIS INC. List of Subsidiaries ● Orgenesis Korea Co. Ltd. ● Orgenesis Belgium SRL ● Orgenesis Services SRL ● Orgenesis Ltd. ● Orgenesis Maryland LLC ● Orgenesis Switzerland Sarl ● Orgenesis Biotech Israel Ltd ● Koligo Therapeutics Inc. ● Tissue Genesis International LLC ● Orgenesis Germany GmbH ● Orgenesis CA, Inc ● Mida Biotech BV ● Orgenesis Australia PTY LTD ● Orgenesis Italy

Placement Agency Agreement between the Company and Joseph Gunnar & Co., LLC (incorporated by reference to an exhibit to our current report on Form 8-K, filed on February 24, 2023)

Exhibit 10.2 PLACEMENT AGENCY AGREEMENT February 23, 2023 Vered Caplan Chief Executive Officer Orgenesis Inc. 20271 Goldenrod Lane Germantown, MD 20876 Dear Ms. Caplan: This agreement (the “Agreement”) constitutes the agreement between Joseph Gunnar & Co., LLC (the “Placement Agent”) and Orgenesis Inc., a Nevada corporation (the “Company”), pursuant to which the Placement Agent shall serve as the

1,947,368 Shares of Common Stock Warrants to Purchase up to 973,684 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-254806 PROSPECTUS SUPPLEMENT (To Prospectus dated April 7, 2021) 1,947,368 Shares of Common Stock Warrants to Purchase up to 973,684 Shares of Common Stock We are offering 1,947,368 shares of our common stock, par value $0.0001 per share, and common stock purchase warrants (the “warrants”) to purchase up to 973,684 shares of common stock repres

Other Events, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): February 23, 2023 ORGENESIS INC. (Exact name of registrant as specified in its charter) Nevada 001-38416 98-0583166 (State or other jurisdiction (Commission (IRS Employer of incorpora

Form of Warrant (incorporated by reference to an exhibit to our current report on Form 8-K, filed on February 24, 2023)

Exhibit 4.1 COMMON STOCK PURCHASE WARRANT orgenesis inc. Warrant Shares: Initial Exercise Date: February 27, 2023 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after February 27, 2023 (the “Initial

Orgenesis Inc. Announces Pricing of $3.7 Million Registered Direct Offering

Exhibit 99.1 Orgenesis Inc. Announces Pricing of $3.7 Million Registered Direct Offering GERMANTOWN, Md., February 23, 2023 (GLOBE NEWSWIRE) — Orgenesis, Inc. (Nasdaq: ORGS) (“Orgenesis” or the “Company”), a global biotech company working to unlock the full potential of cell and gene therapies, today announced that it has entered into a securities purchase agreement with institutional investors fo

Securities Purchase Agreement between the Company and the investor named therein, dated February 23, 2023 (incorporated by reference to an exhibit to our current report on Form 8-K, filed on February 24, 2023)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 23, 2023, between Orgenesis Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set for

ORGS / Orgenesis Inc / NewTech Investment Holdings, LLC - SC 13G Passive Investment

SC 13G 1 tm233912d1sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. )* Orgenesis Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (the “Common Stock”) (Title of Class of Securities) 68619K204 (CUSIP Numbe

JOINT FILING AGREEMENT

EX-99.1 2 tm233912d1ex99-1.htm JOINT FILING AGREEMENT EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the common stock of Orgenesis Inc., a Nevada corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1

Convertible Credit Line Extension Agreement, dated as of January 12, 2023, by and between the Company and Aharon Lukach (incorporated by reference to an exhibit to our current report on Form 8-K, filed on January 18, 2023)

Exhibit 10.2 Convertible Credit Line Extension Agreement This Convertible Credit Line Extension Agreement (“Extension”) is entered into as of January 12, 2023 (the “Effective Date”), by and between Orgenesis Inc. (“Borrower”) and Aharon Lukach (“Lender”). Borrower and Lender may each be referred to herein as a “Party,” and collectively as the “Parties.” WHEREAS: Lender and Borrower are parties to

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

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): January 12, 2023 ORGENESIS INC. (Exact name of registrant as specified in its charter) Nevada 001-38416 98-0583166 (State or other jurisdiction (Commission (IRS Employer of incorporat

Convertible Credit Line and Unsecured Convertible Note Extension #2 Agreement, dated as of January 12, 2023, by and between the Company and Yosef Dotan (incorporated by reference to an exhibit to our current report on Form 8-K, filed on January 18, 2023)

Exhibit 10.1 Convertible Credit Line and Unsecured Convertible Note Extension #2 Agreement This Convertible Credit Line and Unsecured Convertible Note Extension#2 Agreement (“Extension#2”) is entered into as of January 12, 2023 (the “Effective Date”), by and between Orgenesis Inc. (“Borrower”) and Yosef Dotan (“Lender”). Borrower and Lender may each be referred to herein as a “Party,” and collecti

Convertible Loans and Unsecured Convertible Notes Extension #2 Agreement, dated as of January 12, 2023, by and between the Company and Yehuda Nir (incorporated by reference to an exhibit to our current report on Form 8-K, filed on January 18, 2023)

Exhibit 10.3 Convertible Loans and Unsecured Convertible Notes Extension #2 Agreement This Convertible Loans and Unsecured Convertible Notes Extension#2 Agreement (“Extension#2”) is entered into as of January 12, 2023 (the “Effective Date”), by and between Orgenesis Inc. (“Borrower”) and Yehuda Nir (“Lender”). Borrower and Lender may each be referred to herein as a “Party,” and collectively as the

Convertible Loan Agreement, dated January 10, 2023, by and among the Company and NewTech Investment Holdings, LLC (incorporated by reference to an exhibit to our current report on Form 8-K, filed on January 13, 2023)

Exhibit 10.1 Execution Version CONVERTIBLE LOAN AGREEMENT THIS CONVERTIBLE LOAN AGREEMENT (this “Agreement”) is made as of the 10th day of January, 2023 (“Effective Date”), by and among the lender listed on Exhibit A hereto (“Lender”) and Orgenesis Inc. (“Borrower” or “Orgenesis”) and together with the Lender, each a “Party” and together the “Parties”). WHEREAS, the Lender desires to lend to the B

Form of Warrant (incorporated by reference to an exhibit to our current report on Form 8-K, filed on January 13, 2023)

Exhibit 4.1 THIS WARRANT CERTIFICATE AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPAN

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

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): January 10, 2023 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 incor

Convertible Loan Agreement, dated January 10, 2023, by and among the Company and Ariel Malik (incorporated by reference to an exhibit to our current report on Form 8-K, filed on January 13, 2023)

Exhibit 10.2 Execution Version CONVERTIBLE LOAN AGREEMENT THIS CONVERTIBLE LOAN AGREEMENT (this “Agreement”) is made as of the 10th day of January, 2023 (“Effective Date”), by and among the lender listed on Exhibit A hereto (“Lender”) and Orgenesis Inc. (“Borrower” or “Orgenesis”) and together with the Lender, each a “Party” and together the “Parties”). WHEREAS, the Lender desires to lend to the B

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): December 15, 2022 ORGENESIS INC.

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): December 15, 2022 ORGENESIS INC. (Exact name of registrant as specified in its charter) Nevada 001-38416 98-0583166 (State or other jurisdiction (Commission (IRS Employer of incorpora

Amended and Restated Bylaws of the Company, as amended dated December 14, 2022 (incorporated by reference to an exhibit to our current report on Form 8-K, filed on December 19, 2022)

Exhibit 3.1 AMENDED AND RESTATED BYLAWS of ORGENESIS INC. (effective as of December 14, 2022) A Nevada Corporation ARTICLE 1 STOCKHOLDERS SECTION 1 ANNUAL MEETING Annual meetings of the stockholders of Orgenesis Inc. (formerly Business Outsourcing Services Inc.) (the “Corporation”), shall be held on the day and at the time as may be set by the Board of Directors of the Corporation (the “Board of D

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): December 14, 2022 ORGENESIS INC.

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): December 14, 2022 ORGENESIS INC. (Exact name of registrant as specified in its charter) Nevada 001-38416 98-0583166 (State or other jurisdiction (Commission (IRS Employer of incorpora

ORGS / Orgenesis Inc / New Dimensions Trading Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )1 Orgenesis, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 68619K204 (CUSIP Number) November 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number: 001-38416 ORGEN

Unit Purchase Agreement dated as of November 4, 2022 by and among Orgenesis Inc., Morgenesis LLC and MM OS Holdings, L.P.

Exhibit 10.1 UNIT PURCHASE AGREEMENT by and among Morgenesis LLC, Orgenesis Inc., and MM OS Holdings, L.P. Dated November 4, 2022 TABLE OF CONTENTS PAGE ARTICLE 1 Purchase and Sale of Company Preferred Units Section 1.1. Basic Transaction 2 Section 1.2. Initial Investment 2 Section 1.3. Payment 2 Section 1.4. Calculation of Future Investments 3 Section 1.5. Determination of Future Investments 4 Se

Services Agreement, dated as of November 4, 2022, by and between Morgenesis LLC and Orgenesis Inc.

Exhibit 10.3 SERVICES AGREEMENT THIS SERVICES AGREEMENT (this ?Agreement?) is entered into as of November 4, 2022 (the ?Execution Date?) by and between Morgenesis LLC, a Delaware limited liability company (the ?Company?), and Orgenesis Inc., a Nevada corporation (?Orgenesis Parent?). The Company and Orgenesis Parent are sometimes referred to herein individually as a ?Party? and collectively as the

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): November 4, 2022 ORGENESIS INC. (

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): November 4, 2022 ORGENESIS INC. (Exact name of registrant as specified in its charter) Nevada 001-38416 98-0583166 (State or other jurisdiction (Commission (IRS Employer of incorporat

Form of Second Amended and Restated Limited Liability Company Agreement of Morgenesis LLC

Exhibit 10.2 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of MORGENESIS LLC a Delaware limited liability company THE SECURITIES REPRESENTED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. BECAUSE SUCH SECURITIES HAVE NOT BEEN REGISTERED OR QUALIFIED THEY MAY NOT BE OFFERED FOR S

Advisory Services and Monitoring Agreement dated as of November 4, 2022 by and between Morgenesis LLC and Metalmark Management II LLC.

Exhibit 10.4 ADVISORY SERVICES AND MONITORING AGREEMENT This Advisory Services AND MONITORING Agreement (this ?Agreement?) is entered into as of November 4, 2022, by and between Morgenesis LLC, a Delaware limited liability company (the ?Company? and, together with its subsidiaries, the ?Company Group?), and Metalmark Management II LLC (the ?Advisor?). WHEREAS, on November 4, 2022, MM OS Holdings,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

Convertible Loan Extension Agreement, dated as of October 23, 2022, by and between the Company and Ricky Neumann (incorporated by reference to an exhibit to our current report on Form 8-K, filed on October 27, 2022)

Exhibit 10.2 Convertible Loan Extension Agreement This Convertible Loan Extension Agreement (?Extension?) is entered into as of October 23, 2022 (the ?Extension Effective Date?), by and between Orgenesis Inc. (?Borrower?) and Ricky Neumann (?Lender?). Borrower and Lender may each be referred to herein as a ?Party,? and collectively as the ?Parties?. Any term not defined herein shall have the meani

Form of Neumann Additional Warrant, dated as of October 23, 2022 (incorporated by reference to an exhibit to our current report on Form 8-K, filed on October 27, 2022)

Exhibit 4.2 THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGIS

Amendment, Consent and Waiver Agreement, dated as of October 23, 2022, by and between the Company and Ricky Neumann (incorporated by reference to an exhibit to our current report on Form 8-K, filed on October 27, 2022)

Exhibit 10.3 AMENDMENT, CONSENT AND WAIVER AGREEMENT This Amendment, Consent and Waiver Agreement (the ?Agreement?) is entered into as of October 23, 2022 (the ?Effective Date?), by and between Orgenesis Inc. (the ?Corporation?) and the investors listed on the signature page hereto (?PIPE Investors?) that acquired shares of common stock of the Corporation (the ?Common Stock?) pursuant to that cert

Convertible Loan Extension Agreement, dated as of October 23, 2022, by and between the Company and Yehuda Nir (incorporated by reference to an exhibit to our current report on Form 8-K, filed on October 27, 2022)

Exhibit 10.1 Convertible Loan Extension Agreement This Convertible Loan Extension Agreement (?Extension?) is entered into as of October23, 2022 (the ?Extension Effective Date?), by and between Orgenesis Inc. (?Borrower?) and Yehuda Nir (?Lender?). Borrower and Lender may each be referred to herein as a ?Party,? and collectively as the ?Parties?. Any term not defined herein shall have the meaning a

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

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 23, 2022 ORGENESIS INC. (Exact name of registrant as specified in its charter) Nevada 001-38416 98-0583166 (State or other jurisdiction (Commission (IRS Employer of incorporat

Form of Nir Additional Warrant, dated as of October 23, 2022 (incorporated by reference to an exhibit to our current report on Form 8-K, filed on October 27, 2022)

Exhibit 4.1 THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGIS

Senior Secured Convertible Loan Agreement, dated August 15, 2022, by and among Morgenesis LLC, the Company and MM OS Holdings, L.P. (incorporated by reference to an exhibit to our current report on Form 8-K, filed on August 17, 2022).

Exhibit 10.1 Execution Version SENIOR SECURED CONVERTIBLE LOAN AGREEMENT Dated as of August 15, 2022 by and between MM OS Holdings, L.P. as Lender, Morgenesis LLC a Delaware limited liability company as Borrower and Orgenesis Inc. a Nevada corporation as Holdings TABLE OF CONTENTS PAGE SECTION 1. DEFINITIONS 1 SECTION 2. DISBURSEMENTS 17 SECTION 3. CONVERTIBLE LOAN 18 SECTION 4. BORROWER?S REPRESE

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

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): August 15, 2022 ORGENESIS INC. (Exact name of registrant as specified in its charter) Nevada 001-38416 98-0583166 (State or other jurisdiction (Commission (IRS Employer of incorporati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number: 001-38416 ORGENESIS

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

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): July 15, 2022 ORGENESIS INC. (Exact name of registrant as specified in its charter) Nevada 001-38416 98-0583166 (State or other jurisdiction (Commission (IRS Employer of incorporation

Convertible Note Extension Agreement, dated July 15, 2022, by and among the Company and J. Ezra Merkin (incorporated by reference to an exhibit to our current report on Form 8-K, filed on July 20, 2022)

Exhibit 10.1 Convertible Note Extension Agreement This Convertible Note Extension Agreement (?Extension?) is entered into as of July 15, 2022 (the ?Effective Date?), by and between Orgenesis Inc. (?Borrower?) and J Ezra Merkin (?Lender?). Borrower and Lender may each be referred to herein as a ?Party,? and collectively as the ?Parties? WHEREAS: Lender and Borrower are parties to that certain Conve

Other Events

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): July 15, 2022 ORGENESIS INC. (Exact name of registrant as specified in its charter) Nevada 001-38416 98-0583166 (State or other jurisdiction (Commission (IRS Employer of incorporation

Form of Warrant (incorporated by reference to an exhibit to our current report on Form 8-K, filed on May 23, 2022)

Exhibit 4.1 THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGIS

Convertible Loan Agreement, dated May 19, 2022, by and among the Company and Ricky Neumann (incorporated by reference to an exhibit to our current report on Form 8-K, filed on May 23, 2022)

Exhibit 10.1 CONVERTIBLE LOAN AGREEMENT THIS CONVERTIBLE LOAN AGREEMENT (this ?Agreement?) is made as of the 19th day of May, 2022 (?Effective Date?), by and among the lender(s) listed on Exhibit A hereto (the ?Lenders?) and Orgenesis Inc. (?Borrower? and together with the Lenders, each a ?Party? and together the ?Parties?). WHEREAS, the Lenders desire to lend to the Borrower, and the Borrower des

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number: 001-38416 ORGENESIS

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

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): May 19, 2022 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 incorpora

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

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): May 17, 2022 ORGENESIS INC. (Exact name of registrant as specified in its charter) Nevada 000-54329 98-0583166 (State or other (Commission File (IRS Employer jurisdiction Number) Iden

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 001-38416 CUSIP NUMBER: 68619K105

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 001-38416 CUSIP NUMBER: 68619K105 (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: March 31, 2022 ? Transition Report on Form 10 -K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Tra

Convertible Loan Agreement, dated May 17, 2022, by and among the Company and Southern Israel Bridging Fund Two, LP (incorporated by reference to an exhibit to our current report on Form 8-K, filed on May 17, 2022)

Exhibit 10.1 CONVERTIBLE LOAN AGREEMENT THIS CONVERTIBLE LOAN AGREEMENT (this ?Agreement?) is made as of the 17th day of May, 2022 (?Effective Date?), by and among the lender(s) listed on Exhibit A hereto (the ?Lenders?) and Orgenesis Inc. (?Borrower? and together with the Lenders, each a ?Party? and together the ?Parties?). WHEREAS, the Lenders desire to lend to the Borrower, and the Borrower des

Form of Warrant (incorporated by reference to an exhibit to our current report on Form 8-K, filed on May 17, 2022)

EX-4.1 2 ex4-1.htm Exhibit 4.1 THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE

Amendment to Convertible Loan Agreement, dated May 16, 2022, by and among the Company and Yehuda Nir (incorporated by reference to our current report on Form 8-K, filed on May 16, 2022)

Exhibit 10.1 AMENDMENT TO CONVERTIBLE LOAN AGREEMENT THIS AMMENDMENT NUMBER 1 dated May 11, 2022 (?Amendment?) to the CONVERTIBLE LOAN AGREEMENT ( ?Agreement?) dated 21st day of April, 2022 (?Effective Date?), by Yehuda Nir (the ?Lender?) and Orgenesis Inc. (?Borrower? and together with the Lenders, each a ?Party? and together the ?Parties?). WHEREAS, the Lender leant to the Borrower, an amount of

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Financial Statements and Exhibits

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): May 16, 2022 ORGENESIS INC. (Exact name of registrant as specified in its charter) Nevada 000-54329 98-0583166 (State or other jurisdiction (Commission File (IRS Employer of incorpora

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

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): April 21, 2022 ORGENESIS INC. (Exact name of registrant as specified in its charter) Nevada 000-54329 98-0583166 (State or other jurisdiction (Commission File (IRS Employer of incorpo

Convertible Loan Agreement, dated April 21, 2022, by and among the Company and Yehuda Nir (incorporated by reference to our current report on Form 8-K, filed on April 25, 2022)

Exhibit 10.1 CONVERTIBLE LOAN AGREEMENT THIS CONVERTIBLE LOAN AGREEMENT (this ?Agreement?) is made as of the 21st day of April, 2022 (?Effective Date?), by and among the lender(s) listed on Exhibit A hereto (the ?Lenders?) and Orgenesis Inc. (?Borrower? and together with the Lenders, each a ?Party? and together the ?Parties?). WHEREAS, the Lenders desire to lend to the Borrower, and the Borrower d

Form of Warrant (incorporated by reference to an exhibit to our current report on Form 8-K, filed on April 25, 2022)

Exhibit 4.1 THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGIS

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Other Events, Financial Statements and Exhibits

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): March 30, 2022 ORGENESIS INC. (Exact name of registrant as specified in its charter) Nevada 000-54329 98-0583166 (State or other jurisdiction of incorporation (Commission File Number)

Orgenesis Inc. Announces $14.8 Million Private Placement

Exhibit 99.1 Orgenesis Inc. Announces $14.8 Million Private Placement GERMANTOWN, MD, March 31, 2022 ? Orgenesis Inc. (NASDAQ: ORGS) (?Orgenesis? or the ?Company?), a global biotech company working to unlock the full potential of cell and gene therapies, announced today that it has entered into a definitive securities purchase agreement with certain investors for the sale of 4,933,333 shares of th

Registration Rights Agreement, dated March 30, 2022, by and among the Company and certain investors (incorporated by reference to our current report on Form 8-K, filed on April 5, 2022)

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made and entered into as of March 30, 2022, by and among Orgenesis Inc., a Nevada corporation (the ?Company?), and the investors signatory hereto (each a ?Purchaser? and collectively, the ?Purchasers?). RECITAL This Agreement is made pursuant to the Stock Purchase Agreement, dated as of March 30, 20

Securities Purchase Agreement, dated March 30, 2022, by and among the Company and certain investors (incorporated by reference to our current report on Form 8-K, filed on April 5, 2022)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (?Agreement?) is made as of March 30, 2022 (the ?Effective Date?), by and among Orgenesis Inc., a Nevada corporation (the ?Company?), and each of those persons and entities, severally and not jointly, listed as a Purchaser on the Schedule of Purchasers attached as Exhibit A hereto (the ?Schedule of Purchasers?). Such per

Form of Warrant (incorporated by reference to an exhibit to our current report on Form 8-K, filed on April 5, 2022)

Exhibit 4.1 THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGIS

List of Subsidiaries of Orgenesis Inc.

Exhibit 21.1 ORGENESIS INC. List of Subsidiaries ? Orgenesis Korea Co. Ltd. ? Orgenesis Belgium SRL ? Orgenesis Ltd. ? Orgenesis Maryland Inc. ? Orgenesis Switzerland Sarl, ? Orgenesis Biotech Israel Ltd. ? Koligo Therapeutics Inc. ? Orgenesis Germany GmbH ? Orgenesis CA, Inc.

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): March 30, 2022 ORGENESIS INC. (Exact name of registrant as specified in its charter) Nevada 001-38416 98-0583166 (State or other jurisdiction (Commission (IRS Employer of incorporatio

Orgenesis Reports Revenue Growth of 364% for 2021 and Provides Business Update Orgenesis to host conference call today at 12:00 PM ET

Exhibit 99.1 Orgenesis Reports Revenue Growth of 364% for 2021 and Provides Business Update Orgenesis to host conference call today at 12:00 PM ET GERMANTOWN, MD ? March 30, 2022 ? Orgenesis Inc. (NASDAQ: ORGS) (?Orgenesis? or the ?Company?), a global biotech company working to unlock the full potential of cell and gene therapies, today reports its financial results for the year ended December 31,

Employment Agreement, dated as of December 16, 2021, between the Company and Efrat Assa Kunik (incorporated by reference to an exhibit to our annual report on Form 10-K filed on March 30, 2022)

Exhibit 10.24 PERSONAL EMPLOYMENT AGREEMENT THIS PERSONAL EMPLOYMENT AGREEMENT (the ?Agreement?) is made and entered into this 16 of December, 2021 by and between Orgenesis Ltd. of 8 Pinhas Sapir Street, Ness Ziona, Israel (the ?Company?), and Efrat Assa Kunik I.D. No. 027341833 of Ge?alya, Israel (the ?Employee?). WHEREAS, This employment agreement replaces all employment agreements and amendment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38416 ORGENESIS INC.

ORGS / Orgenesis Inc / Bergen Asset Management, LLC - ORGENESIS INC. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Orgenesis Inc. (Name of Issuer) Common Stock, par value $.0001 (Title of Class of Securities) 68619K105 (CUSIP Number) December 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to which this Sc

Submission of Matters to a Vote of Security Holders

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): December 16, 2021 ORGENESIS INC. (Exact name of registrant as specified in its charter) Nevada 001-38416 98-0583166 (State or other jurisdiction (Commission (IRS Employer of incorpora

Convertible Credit Line and Unsecured Convertible Note Extension Agreement, dated as of September 13, 2021, between the Company and Yosef Dotan (incorporated by reference to an exhibit to our quarterly report on Form 10-Q, filed on November 4, 2021)

Exhibit 10.2 Convertible Credit Line and Unsecured Convertible Note Extension Agreement This Convertible Credit Line and Convertible Note Extension Agreement (?Extension?) is entered into as of September 13, 2021 (the ?Effective Date?), by and between Orgenesis Inc. (?Borrower?) and Yosef Dotan (?Lender?). Borrower and Lender may each be referred to herein as a ?Party,? and collectively as the ?Pa

Form of Warrant, dated as of September 13, 2021, issued in connection with Convertible Note Extension Agreements (incorporated by reference to an exhibit to our quarterly report filed on Form 10-Q, filed November 4, 2021)

Exhibit 4.1 THESE WARRANTS ARE NOT TRANSFERABLE THESE SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE 1933 ACT) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE ?1933 ACT?). ACCORDINGLY, NONE OF THE SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number: 001-38416 ORGEN

Convertible Credit Line Extension Agreement, dated as of September 13, 2021, between the Company and Aharon Lukach (incorporated by reference to an exhibit to our quarterly report on Form 10-Q, filed on November 4, 2021)

Exhibit 10.3 Convertible Credit Line Extension Agreement This Convertible Credit Line Extension Agreement (?Extension?) is entered into as of September 13, 2021 (the ?Effective Date?), by and between Orgenesis Inc. (?Borrower?) and Aharon Lukach (?Lender?). Borrower and Lender may each be referred to herein as a ?Party,? and collectively as the ?Parties? WHEREAS: Lender and Borrower are parties to

Unsecured Convertible Note Extension Agreement, dated as of September 13, 2021, between the Company and Yehuda Nir (incorporated by reference to an exhibit to our quarterly report on Form 10-Q, filed on November 4, 2021)

Exhibit 10.4 Unsecured Convertible Note Extension Agreement This Unsecured Convertible Note Extension Agreement (?Extension?) is entered into as of September 13, 2021 (the ?Effective Date?), by and between Orgenesis Inc. (?Borrower?) 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

Convertible Loan Agreement, dated as of August 24, 2021, between the Company and Image Securities FCZ (incorporated by reference to an exhibit to our quarterly report on Form 10-Q, filed on November 4, 2021)

Exhibit 10.1 CONVERTIBLE LOAN AGREEMENT THIS CONVERTIBLE LOAN AGREEMENT (?Convertible Loan Agreement?) is made as of the 24 day of August, 2021 (?Effective Date?), by and between Orgenesis Inc., a corporation formed pursuant to the laws of the State of Nevada, with a place of business at 20271 Goldenrod Lane, Germantown, MD 20876 (the ?Lender? or ?Orgenesis?), and Image Securities FZC. (Dubai), a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

Transcript of video at

Exhibit 99.1 Transcript of video at https://www.youtube.com/watch?v=VsOu4UOjhMs: Orgenesis is a global biotech company working to unlock the full potential of cell and gene therapies (CGTs) in an affordable and accessible format at the point of care. CGTs are among the fastest growing sectors in medicine, but the currently approved products can cost hundreds of thousands of dollars per patient and

Regulation FD Disclosure

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 15, 2021 ORGENESIS INC. (Exact name of registrant as specified in its charter) Nevada 001-38416 98-0583166 (State or other jurisdiction (Commission (IRS Employer of incorporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number: 001-38416 ORGENESIS

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number: 001-38416 ORGENESIS

ORGENESIS INC. COMMON STOCK DEBT SECURITIES

Filed Pursuant to Rule 424(b)(2) Registration File No. 333-254806 PROSPECTUS ORGENESIS INC. $100,000,000 COMMON STOCK DEBT SECURITIES WARRANTS RIGHTS UNITS This prospectus will allow us to issue, from time to time at prices and on terms to be determined at or prior to the time of the offering, up to $100,000,000 of any combination of the securities described in this prospectus, either individually

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ORGENESIS INC. 20271 Goldenrod Lane Germantown, MD 20876 April 5, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Mr. Tom Kluck Re: Orgenesis Inc. Registration Statement on Form S-3 Filed March 26, 2021 File No. 333-254806 Dear Mr. Kluck: With respect to the above-referenced Registration Statement

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As filed with the Securities and Exchange Commission on March 26, 2021 Registration No.

Form of Subordinated Indenture.

EX-4.4 3 ex4-4.htm Exhibit 4.4 ORGENESIS INC. Issuer AND [ ] Trustee INDENTURE Dated as of [ ] Subordinated Debt Securities CROSS-REFERENCE TABLE (1) Section of Trust Indenture Act of 1939, as Amended Section of Indenture 310(a). 7.09 310(b). 7.08 7.10 310(c). Inapplicable 311(a). 7.13(a) 311(b). 7.13(b) 311(c). Inapplicable 312(a). 5.02(a) 312(b). 5.02(b) 312(c). 5.02(c) 313(a). 5.04(a) 313(b). 5

Form of Senior Indenture.

Exhibit 4.3 ORGENESIS INC. Issuer AND [ ] Trustee INDENTURE Dated as of [ ] Senior Debt Securities CROSS-REFERENCE TABLE (1) Section of Trust Indenture Act of 1939, as Amended Section of Indenture 310(a). 7.09 310(b). 7.08 7.10 310(c). Inapplicable 311(a). 7.13(a) 311(b). 7.13(b) 311(c). Inapplicable 312(a) 5.02(a) 312(b). 5.02(b) 312(c). 5.02(c) 313(a). 5.04(a) 313(b). 5.04(a) 313(c). 5.04(a) 5.0

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): March 9, 2021 ORGENESIS INC. (Exact name of registrant as specified in its charter) Nevada 001-38416 98-0583166 (State or other jurisdiction (Commission (IRS Employer of incorporation

Swiss Employment Agreement between the Company and Vered Caplan dated November 19, 2020 (incorporated by reference to an exhibit to our annual report on Form 10-K filed on March 9, 2021)

Exhibit 10.46 PERSONAL EMPLOYMENT AGREEMENT THIS AGREEMENT (?Agreement?) is made and entered into November 19, 2020 and is effective as of October 1, 2020 (?Effective Date?), by and between Orgenesis Services S?rl, a Swiss corporation (the ?Company?), and Vered Caplan (the ?Employee?). WHEREAS, the Company is a wholly-owned, direct subsidiary of Orgenesis, Inc. (?Parent?); WHEREAS, it is intended

Annual Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38416 ORGENESIS INC.

Orgenesis Provides Fiscal 2020 Year-End Results and Corporate Update; Expands POCare Therapeutic Pipeline, POCare Technologies, and POCare Network Revenue increases 96% to $7.7 million for 2020 Projects to more than double in revenue for 2021 based o

Exhibit 99.1 Orgenesis Provides Fiscal 2020 Year-End Results and Corporate Update; Expands POCare Therapeutic Pipeline, POCare Technologies, and POCare Network Revenue increases 96% to $7.7 million for 2020 Projects to more than double in revenue for 2021 based on current contracts already in hand Orgenesis to host conference call today at 8:30AM ET GERMANTOWN, MD ? March 9, 2021 ? Orgenesis Inc.

Executive Directorship Agreement between the Company and Vered Caplan dated November 19, 2020 (incorporated by reference to an exhibit to our annual report on Form 10-K filed on March 9, 2021)

Exhibit 10.45 EXECUTIVE DIRECTORSHIP AGREEMENT This Executive Directorship Agreement (the ?Agreement?) is made and entered into as of November 19, 2020, by and between Orgenesis Inc., a Nevada corporation (?Company?) and Vered Caplan (?Director? or ?Chairperson?). WHEREAS, Director and Company are currently parties to an Executive Employment Agreement dated March 30, 2017 (the ?Prior Agreement?),

List of Subsidiaries of Orgenesis Inc.

Exhibit 21.1 ORGENESIS INC. List of Subsidiaries ? Orgenesis Korea Co. Ltd. ? Orgenesis Belgiuim SRL ? Orgenesis Ltd. ? Orgenesis Maryland Inc. ? Orgenesis Switzerland Sarl ? Orgenesis Biotech Israel Ltd. ? Koligo Therapeutics Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Orgenesis, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) (CUSIP Number) December 31, 2020 (Date o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Orgenesis, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 68619K204 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☐

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers -

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): December 16, 2020 ORGENESIS INC. (Exact name of registrant as specified in its charter) Nevada 001-38416 98-0583166 (State or other jurisdiction (Commission (IRS Employer of incorpora

ORGENESIS INC. 4,825,962 Shares of Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-250127 PROSPECTUS ORGENESIS INC. 4,825,962 Shares of Common Stock The selling stockholders of Orgenesis Inc. (“Orgenesis,” “we,” “us” or the “Company”) listed beginning on page 8 of this prospectus may offer and resell under this prospectus up to 4,825,962 shares of our common stock, par value $0.0001 per share (the “Common Stock”) acquired by

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ORGENESIS INC. 20271 Goldenrod Lane Germantown, MD 20876 November 24, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Ms. Deanna Virginio Re: Orgenesis Inc. Registration Statement on Form S-3 Filed November 16, 2020 File No. 333-250127 Dear Ms. Virginio: With respect to the above-referenced Registr

Submission of Matters to a Vote of Security Holders -

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): November 18, 2020 ORGENESIS INC. (Exact name of registrant as specified in its charter) Nevada 001-38416 98-0583166 (State or other jurisdiction (Commission (IRS Employer of incorpora

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers -

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): November 19, 2020 ORGENESIS INC. (Exact name of registrant as specified in its charter) Nevada 001-38416 98-0583166 (State or other jurisdiction (Commission (IRS Employer of incorpora

Year Ended December 31, 2019

Exhibit 99.1 The information provided in each Item contained in this Exhibit is presented only in connection with the reporting changes described in the accompanying Current Report on Form 8-K. It does not reflect information, developments, or events occurring after March 9, 2020, the date on which we filed our Form 10-K, and does not update the disclosures therein in any way other than as require

Other Events, Financial Statements and Exhibits -

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): November 16, 2020 ORGENESIS INC. (Exact name of registrant as specified in its charter) Nevada 000-54329 98-0583166 (State or other jurisdiction (Commission (IRS Employer of incorpora

As filed with the Securities and Exchange Commission on November 16, 2020

As filed with the Securities and Exchange Commission on November 16, 2020 Registration No.

Orgenesis Inc. Investor Presentation dated October 10, 2020

Exhibit 99.1

Regulation FD Disclosure, Financial Statements and Exhibits

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 10, 2020 ORGENESIS INC. (Exact name of registrant as specified in its charter) Nevada 000-54329 98-0583166 (State or other jurisdiction (Commission File (IRS Employer of incor

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number: 001-38416 ORGEN

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ORGS / Orgenesis, Inc. / Bergen Asset Management, LLC - 20-1875 ORGENESIS INC. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Orgenesis Inc. (Name of Issuer) Common Stock, par value $.0001 (Title of Class of Securities) 68619K105 (CUSIP Number) October 15, 2020 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to which this Schedu

Completion of Acquisition or Disposition of Assets, Unregistered Sales of Equity Securities, Financial Statements and Exhibits -

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 15, 2020 ORGENESIS INC. (Exact name of registrant as specified in its charter) Nevada 001-38416 98-0583166 (State or other jurisdiction (Commission (IRS Employer of incorporat

Orgenesis Announces Agreement to Acquire Koligo Therapeutics, a Leader in Personalized Cell Therapies Acquisition to support accelerated commercialization of Koligo’s KYSLECEL®, a personalized islet cell therapy available in the U.S. for chronic and

Exhibit 99.1 Orgenesis Announces Agreement to Acquire Koligo Therapeutics, a Leader in Personalized Cell Therapies Acquisition to support accelerated commercialization of Koligo’s KYSLECEL®, a personalized islet cell therapy available in the U.S. for chronic and recurrent acute pancreatitis Goal to rapidly advance KT-PC-301, an autologous cell therapy under investigation for the treatment of COVID

Form of Shareholders Lock-Up Agreement between the Company and Shareholders other than Long Hill Capital V, LLC (incorporated by reference to an exhibit to our current report on Form 8-K, filed on October 1, 2020)

Exhibit 10.2 LOCK-UP AGREEMENT This LOCK-UP AGREEMENT (this “Agreement”) is made as of [●], 2020 by and among Orgenesis Inc., a Nevada corporation (the “Company”), and each other Person identified on Schedule A attached hereto (the “Schedule of Holders”) as of the date hereof. RECITALS WHEREAS, the Company is party to that certain Agreement and Plan of Merger and Reorganization, dated as of [●], 2

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits -

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): September 26, 2020 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 inc

Form of Registration Rights and Lock-Up Agreement between the Company, Long Hill Capital V, LLC and Maxim Group, LLC (incorporated by reference to an exhibit to our current report on Form 8-K, filed on October 1, 2020)

Exhibit 10.1 FORM OF REGISTRATION RIGHTS AND LOCK-UP AGREEMENT THIS REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”), dated as of , 2020, is made and entered into by and among Orgenesis Inc., a Nevada corporation (the “Company”), and the other parties listed under the heading “Holders” on the signature pages hereto (each such other party, together with any Person (as defined below) who

Agreement and Plan of Merger and Reorganization, dated as of September 26, 2020 by and among Orgenesis Inc., Orgenesis Merger Sub, Inc., Koligo Therapeutics Inc., the Shareholders of Koligo and Long Hill Capital V, LLC, solely in its capacity as representative of the Shareholders (incorporated by reference to an exhibit to our current report on Form 8-K, filed on October 2, 2020)

Exhibit 2.1 Execution Copy AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: Orgenesis, Inc., a Nevada corporation; Orgenesis Merger Sub Inc., a Delaware corporation; Koligo Therapeutics, Inc., a Kentucky corporation; the Shareholders of Koligo Therapeutics, Inc. and Long Hill Capital V, LLC, in its capacity as the Shareholders’ Representative This document is intended solely to facilitate di