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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 16, 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
incorporation |
|
Number)
|
|
Identification
No.) |
20271
Goldenrod Lane, Germantown, MD 20876
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (480) 659-6404
Not
Applicable
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock |
|
ORGS
|
|
N/A
|
Indicate
by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b -2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01. Entry into a Material Definitive Agreement.
On
September 10, 2025, Theracell Laboratories IKE (“Theracell”), a subsidiary of Octomera LLC, which is a subsidiary of Orgenesis
Inc. (the “Company”), entered into a Convertible Loan Agreement (the “Agreement”) with Alpha Prosperity Fund
SPC, acting on behalf of and for the account of Segregated Portfolio P (the “Lender”).
Pursuant
to the Agreement, the Lender agreed to provide Theracell with an initial loan in the principal amount of $1,000,000 (the “Loan”).
The Loan will bear simple interest at a rate of 10% per annum and has a maturity of 36 months. For the first 30 days following the effective
date, the Borrower may prepay the Loan without the consent of the Lender. Thereafter, repayment requires the Lender’s prior approval.
Beginning
after 30 days and continuing until maturity, the Lender has the option, at its sole discretion, to convert the outstanding amount into
equity of either the Company or Theracell, such that the Lender would hold up to 80% of the outstanding share capital of the applicable
entity. The conversion of the Loan into shares of the Company is subject to shareholder approval of the issuance of the required shares.
In
addition, the Agreement provides that the Lender will be issued 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. The issuance of shares upon exercise of the warrant is likewise subject to shareholder approval of the issuance of such
shares. Additional warrants would be issued in connection with each cumulative drawdown of an additional $1,000,000 under the credit
facility referenced below.
The
Agreement further provides Theracell with access to a credit facility of up to $10,000,000, available in tranches with the Lender’s
prior written approval in its sole discretion. Drawdowns under the facility are subject to the same terms as the Loan, other than the
conversion feature. Theracell has drawn $7,083,857 on the facility. The previously outstanding debt facilities from Newtech Investment
Holdings, LLC and Ariel Malik totaling $6,083,857 have been repaid.
The
Agreement also provides that, following the lapse of 30 days from the Effective Date and subject to the receipt of all necessary corporate
and legal approvals, the Lender may appoint three members to the Company’s Board of Directors, which appointments will be subject
to the disclosure and filing requirements of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission.
The
Agreement includes customary covenants and security provisions, including security interests over certain assets.
The
foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text
of the Convertible Loan Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K. Appendices and certain schedules
to the Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish a copy of any omitted
appendix or schedule to the SEC upon request.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information required by this Item 2.03 is included under Item 1.01 of this Current Report on Form 8-K.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| |
|
|
| 10-1 | | Convertible Loan Agreement, dated September 10, 2025, by and among Theracell Laboratories IKE, Orgenesis Inc., and Alpha Prosperity Fund SPC (certain appendices, exhibits and schedules omitted). |
| | | |
| 104 | | Cover Page Interactive Data File (embedded with 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:
September 16, 2025
|
By:
|
/s/
Vered Caplan |
| |
|
Vered
Caplan |
| |
|
Chief
Executive Officer |
| |
|
|
