Failure to Satisfy Listing Rule Form 8 K

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard.

On October 17, 2024, the Nasdaq Stock Market LLC ("Nasdaq") notified Orgenesis Inc. (the "Company") that the Nasdaq Hearings Panel (the "Panel") has determined to delist the Company's common stock and that trading of the Company's securities will be suspended at the open of trading on October 21, 2024.

As previously reported, the Nasdaq Listing Qualifications Staff (the "Staff") notified the Company that it was in violation of the bid price requirement of Nasdaq Listing Rule 5550(a)(2) (the "Bid Price Rule") and the equity requirement in Listing Rule 5550(b)(1) (the "Equity Rule") or any of the alternative requirements in Listing Rule 5550(b).

The Company appeared before the Panel on June 6, 2024. At the hearing, the Company's senior management and outside advisors outlined the Company's compliance plan for the Panel, which included the Company's plans to regain compliance with the Bid Price Rule (i.e., meet the minimum closing bid price requirement of $1.00) and the Equity Rule (i.e., maintain a stockholders' equity of at least $2.5 million). The Company effected a reverse stock split on September 24, 2024 to regain compliance with the Bid Price Rule.

In connection with the Nasdaq delisting notice, Nasdaq will complete the delisting by filing a Form 25 Notification of Delisting with the U.S. Securities and Exchange Commission (the "SEC") after applicable appeal periods have lapsed. In the interim, the Company's common stock is expected to begin trading under its current trading symbol "ORGS" on the OTC Markets system effective with the open of the markets on October 21, 2024.

The Company has submitted an application to the OTCQX for quotation of its common stock, and plans to continue to file its required periodic reports and other filings with the SEC.