Orgenesis Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits
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Securities registered pursuant to Section 12(g) of the Act:
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| OTC Expert Market* |
* On October 17, 2024, the Nasdaq Stock Market (“Nasdaq”) notified Orgenesis Inc. (the “Company”) that it planned to file a notification of removal from listing (Form 25) with the Securities and Exchange Commission (the “SEC”) to delist the Company’s common stock from Nasdaq upon the completion of all applicable procedures. Nasdaq filed the Form 25 on May 8, 2025. The deregistration of the Company’s common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), occurred 90 days following the filing of the Form 25. Upon deregistration of the Company’s common stock under Section 12(b) of the Exchange Act, the Company’s common stock remained registered under Section 12(g) of the Exchange Act. The Company’s common stock began trading on the OTCQX operated by the OTC Markets Group, Inc. (“OTC Markets”) beginning on October 21, 2024. On June 3, 2025, OTC Markets moved the Company’s common stock from OTCQX to the Pink Limited tier. On July 29, 2025, OTC Markets moved the Company’s common stock from Pink Limited to the OTC Expert Market tier.
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Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed in a Current Report on Form 8-K filed on September 16, 2025, Orgenesis Inc. (the “Company”) entered into that certain Convertible Loan Agreement, dated September 10, 2025, by and among Theracell Laboratories IKE, the Company and Alpha Prosperity Fund SPC, acting on behalf of and for the account of Segregated Portfolio P (the “Lender”) with respect to a $1,000,000 convertible loan, a $10,000,000 credit facility and the issuance of warrants related thereto (the “Convertible Loan Agreement”). Pursuant to the Convertible Loan Agreement, the Company is required to issue to Lender a warrant to purchase 15% of the fully diluted share capital of either the Company or Theracell, at the Lender’s discretion, for an aggregate exercise price of $250,000 and exercisable for three years from issuance with respect to each cumulative drawdown of $1,000,000 under the loan and credit facility referenced above. With respect to the first $1,000,000 drawdown, on January 9th, 2026, the Company issued to Lender a warrant (the “Alpha Warrant”) exercisable for 3,289,490 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), with a three year expiration and an aggregate exercise price equal to $250,000.
The foregoing summary of the form of Alpha Warrant described herein does not purport to be complete and is subject to, and qualified in its entirety by, the full text of such document attached as Exhibit 4.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The Alpha 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 shall be exempt from registration under Section 4(a)(2) of the Securities Act as a transaction not involving a public offering. The information contained in Item 1.01 above is hereby incorporated by reference into this Item 3.02.
Item 9.01. Financial Statements and Exhibits.
The exhibit listed in the following Exhibit Index is filed as part of this Current Report on Form 8-K.
| Exhibit No. | Description | |
| 4.1 | Form of Alpha Warrant, dated as of January 9th, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ORGENESIS INC. | ||
| Date: January 26th, 2026 | By: | /s/ Vered Caplan |
| Vered Caplan | ||
| Chief Executive Officer | ||