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.