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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): January 14th, 2026
ORGENESIS
INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-38416 |
|
98-0583166 |
| (State
or other jurisdiction |
|
(Commission
|
|
(IRS
Employer |
| of
incorporation |
|
File
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(g) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.0001 per share |
|
ORGS |
|
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.
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.
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 |
