Item 1.01 Entry into a Material Definitive Agreement.

On January 12, 2023, Orgenesis Inc. (the "Company") entered into (i) a Convertible Credit Line and Unsecured Convertible Note Extension #2 Agreement with Yosef Dotan (the "Dotan Extension Agreement"), (ii) a Convertible Credit Line Extension Agreement with Aharon Lukach (the "Lukach Extension Agreement") and (iii) a Convertible Loans and Unsecured Convertible Notes Extension #2 Agreement with Yehuda Nir (the "Nir Extension Agreement"), each which extended the maturity date of the convertible loans under their respective loan agreements (as described below) to January 31, 2026. The aggregate principal amount of loans extended was $12 million and the interest rate on the extended loans varied between 2% and 10%. In consideration for the extensions, (i) the interest rate on such principal amount of such loans was increased to 10% per annum commencing on February 1, 2023 (except for the Nir Convertible Loan Agreement dated as of April 12, 2022, which already had a 10% per annum interest rate), (ii) the conversion price of the loans was reduced from $7.00 to $2.50 (except for the Nir Convertible Loan Agreement dated as of April 12, 2022, which already had a $2.50 conversion price), (iii) the exercise price of the warrants issuable upon conversion of the 2% Notes and the Nir Convertible Loan Agreement dated as of May 17, 2019 was reduced to $2.50 per share and the term of such warrants was extended to January 31, 2026.

The Dotan Extension Agreement related to a Convertible Credit Line Agreement dated as of October 3, 2019, as amended, of which $750,000 principal amount plus interest is outstanding, and 2% Notes purchased from the Company on November 3, 2018, of which $250,000 principal amount plus interest is outstanding.

The Lukach Extension Agreement related to a Convertible Credit Line Agreement dated as of October 3, 2019, as amended, of which $750,000 principal amount plus interest is outstanding.

The Nir Extension Agreement related to 2% Notes purchased from the Company on November 3, 2018, as amended, of which $500,000 principal amount plus interest is outstanding, a Convertible Loan Agreement dated as of May 17, 2019, of which $5,000,000 principal amount plus interest is outstanding, and a Convertible Loan Agreement dated as of April 12, 2022, as amended, of which $5,000,000 principal amount plus interest is outstanding.

The foregoing summary of each of the Dotan Extension Agreement, the Lukach Extension Agreement and the Nir Extension Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of the Dotan Extension Agreement, the Lukach Extension Agreement and the Nir Extension Agreement, copies of which are filed as exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K.

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.

The exhibit listed in the following Exhibit Index is filed as part of this Current Report on Form 8-K.





Exhibit No.   Description
10.1            Convertible Credit Line and Unsecured Convertible Note Extension
              #2 Agreement, dated as of January 12, 2023, by and between the
              Company and Yosef Dotan
10.2            Convertible Credit Line Extension Agreement, dated as of January
              12, 2023, by and between the Company and Aharon Lukach
10.3            Convertible Loans and Unsecured Convertible Notes Extension #2
              Agreement, dated as of January 12, 2023, by and between the Company
              and Yehuda Nir
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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