Lender Gains Major Conversion and Board Rights at Orgenesis (ORGS)

Rhea-AI Filing Summary

Orgenesis Inc. entered into a Convertible Loan Agreement through its subsidiary Theracell Laboratories IKE with Alpha Prosperity Fund SPC. The lender is providing an initial $1,000,000 loan at a simple interest rate of 10% per year, maturing in 36 months. Theracell may fully prepay during the first 30 days; afterward any repayment needs lender approval.

After 30 days and until maturity, the lender can choose to convert the outstanding amount into equity of either Orgenesis or Theracell so that it would hold up to 80% of the applicable company’s outstanding share capital, with any conversion into Orgenesis shares requiring shareholder approval. The agreement also grants a warrant to buy 15% of fully diluted share capital of Orgenesis or Theracell for a total exercise price of $250,000, plus additional similar warrants with each extra $1,000,000 draw. The facility provides up to $10,000,000, under which $7,083,857 has been drawn and $6,083,857 of prior debt was repaid. After 30 days and required approvals, the lender may appoint three directors to Orgenesis’ board.

Positive

• Refinancing and liquidity: Theracell has drawn $7,083,857 under the new facility and used it to repay $6,083,857 of prior debt, while securing access to a credit line of up to $10,000,000 on defined terms.

Negative

• Potential dilution and control shift: The lender may convert to hold up to 80% of Orgenesis or Theracell’s share capital and holds, or can receive, warrants for 15% of fully diluted equity plus board rights for three directors, creating substantial potential dilution and governance concentration.

Insights

Capital structure and governance analyst

Orgenesis gains funding and refinances debt but accepts major potential dilution and governance influence.

The agreement gives Theracell an initial $1,000,000 loan at a 10% rate and access to a credit facility of up to $10,000,000. The company reports that $7,083,857 has already been drawn, allowing repayment of $6,083,857 of prior facilities from Newtech Investment Holdings, LLC and Ariel Malik. This reduces reliance on earlier lenders and secures structured financing with defined terms.

However, the lender’s ability, after 30 days, to convert the outstanding amount into equity of Orgenesis or Theracell so it holds up to 80% of the chosen entity’s share capital, combined with a warrant covering 15% of fully diluted share capital for $250,000, represents substantial potential dilution for existing holders. Additional warrants tied to each extra $1,000,000 draw deepen that overhang.

The right, after 30 days and required approvals, to appoint three members to Orgenesis’ board significantly increases the lender’s governance influence. The actual impact will depend on conversion decisions, future drawdowns under the facility, shareholder approvals for share issuances, and the final composition of the board once appointments are made.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

What financing did Orgenesis (ORGS) obtain in this agreement?

Through its subsidiary Theracell, Orgenesis obtained an initial $1,000,000 loan at a 10% simple interest rate with a 36‑month maturity and access to a credit facility of up to $10,000,000 in lender‑approved tranches.

How much has Theracell already drawn under the new credit facility?

Theracell has drawn $7,083,857 under the facility, and the company states that previously outstanding debt facilities from Newtech Investment Holdings, LLC and Ariel Malik totaling $6,083,857 have been repaid.

What are the key conversion rights for the lender in the Orgenesis deal?

Beginning 30 days after the effective date until maturity, the lender may convert the outstanding amount into equity of either Orgenesis or Theracell so that it holds up to 80% of the chosen entity’s outstanding share capital, with any conversion into Orgenesis shares subject to shareholder approval.

What warrant terms are included in the Orgenesis convertible loan agreement?

The agreement grants the lender a warrant to purchase 15% of the fully diluted share capital of Orgenesis or Theracell, at the lender’s discretion, for an aggregate exercise price of $250,000, exercisable for three years, with similar warrants to be issued for each additional $1,000,000 drawdown.

How does this agreement affect Orgenesis’ board of directors?

After 30 days from the effective date and once all necessary corporate and legal approvals are received, the lender may appoint three members to Orgenesis’ Board of Directors, with such appointments subject to applicable disclosure and SEC filing requirements.

Can Theracell prepay the new loan from the Orgenesis financing?

For the first 30 days following the effective date, Theracell may prepay the loan without lender consent. After that period, any repayment requires the lender’s prior approval.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Accepted by SEC EDGAR 09/16/2025 - 05:29 PM Learn about SEC filing dates

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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