Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On August 21, 2024, Orgenesis Maryland LLC ("Orgenesis Maryland"), a subsidiary of Orgenesis Inc. (the "Company"), entered into an amended and restated promissory note (the "Note") with Jacob Safier (the "Lender"), pursuant to which the Lender agreed to loan Orgenesis Maryland an additional amount of $750,000 and amend the terms of the parties' original promissory note, dated as of June 26, 2024, in the principal amount of $250,000, for a total principal amount of $1,000,000 under the Note (the "Loan Amount"). The Loan Amount shall bear interest at a rate of 10% per annum (based on a 365-day year) and shall become due and payable on December 31, 2024. The Loan Amount plus accrued interest may be prepaid by Orgenesis Maryland in whole or in part at any time without the prior written approval of the Lender.

If Orgenesis Maryland, the Company or any subsidiary of the Company completes a transaction or series of related transactions pursuant to which Orgenesis Maryland, the Company or any subsidiary of the Company issues and sells any of its equity securities following the date of the Note for an aggregate gross proceeds of at least $15 million, the Note holder may require repayment in full of the then outstanding principal amount and all accrued and unpaid interest on the Note.

As partial consideration for the entry into of the Note, the Company agreed to issue to Lender five-year warrants to purchase an aggregate of 970,873 shares of common stock of the Company at an exercise price of $1.03 per share. If Orgenesis Maryland fails to pay timely the amounts due under the Note on the maturity date, the Company shall issue to Lender additional five-year warrants to purchase an aggregate of 970,873 shares of common stock of the Company at an exercise price of $1.03 per share.

The Note contains certain specified events of default, the occurrence of which would entitle the Lender to immediately demand repayment of all obligations under the Note. Such events of default include, among others, the commencement of bankruptcy or insolvency proceedings against Orgenesis Maryland, breaches of any agreements under the Note after a cure period, and failure to make payments under the Note.

The foregoing summary of each of the Note and the form of warrant described herein does not purport to be complete and is subject to, and qualified in its entirety by, the full text of each such document attached as Exhibit 10.1 and 4.1, respectively, to this Current Report on Form 8-K, which is incorporated herein by reference.