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Item 1.01 Entry into a Material Definitive Agreement.

On May 19, 2022, Orgenesis Inc. (referred to herein as “us,” “our,” or the “Company”) entered into a convertible loan agreement (the “Convertible Loan Agreement”) with Ricky Neumann (the “Lender,” and together with the Company, the “Parties”), pursuant to which the Lender loaned the Company $3,000,000 (the “Loan Amount”). Interest is calculated at 6% per annum (based on a 365-day year) and is payable, along with the principal, on or before August 19, 2023 (the “Maturity Date”). The Maturity Date may be extended by the Lender in the Lender’s sole and absolute discretion and any such extension(s) shall be in writing signed by the Parties. The Loan Amount and all accrued but unpaid interest thereon (collectively, the “Outstanding Amount”) may be prepaid by the Company in whole or in part at any time or at the Lender’s option, following any financing by the Company pursuant to which gross proceeds to the Borrower exceed $13,124,000.

At any time prior to or on the Maturity Date, the Lender may provide us with written notice to convert all or part of the loan into shares of our common stock at a conversion price equal to $4.50 per share (subject to adjustment for certain capital events, such as stock splits) (the “Conversion Price”).

In the event the closing price of our common stock on the Nasdaq Capital Market (or other national stock exchange or market on which our common stock is then listed or quoted) equals or exceeds $15.00 per share (which amount may be adjusted for certain capital events, such as stock splits) for ten (10) consecutive trading days, then the Lender must convert any and all accrued but unpaid interest into shares of our common stock at the applicable Conversion Price.

In connection with such loan, the Company agreed to issue the Lender a warrant (the “Warrant”) representing the right to purchase 166,667 shares of our common stock (which is 25% of the shares of our common stock into which the loan is initially convertible at the Conversion Price), at an exercise price per share of $4.50 per share. Such Warrant will be exercisable at any time beginning six months and one day after the closing date and ending 36 months after the closing date.

The Warrant issued to the Lender in connection with the convertible loan is subject to a mandatory exercise wherein the Company shall have the right to require the Lender to exercise all or any portion of the Warrant that is still unexercised for a cash exercise when our common stock on the Nasdaq Capital Market equals or exceeds $15.00 per share (which amount may be adjusted for certain capital events, such as stock splits) for ten (10) consecutive trading days.

The convertible loan and the shares of common stock issuable upon conversion of the convertible loan, the Warrant and the shares of common stock issuable upon exercise of such Warrant, have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and were issued and sold in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. The Lender is acquiring the securities for investment and acknowledged that it is an accredited investor as defined by Rule 501 under the Securities Act. The convertible loan, the Warrant and the shares of common stock issuable upon conversion of the convertible loan and upon exercise of the Warrant may not be offered or sold in the absence of an effective registration statement or exemption from the registration requirements under the Securities Act.

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