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Item 5.07 Submission of Matters to a Vote of Security Holders

On June 8, 2023, Orgenesis Inc. (the “Company”) held its 2023 annual meeting of stockholders (the “2023 Annual Meeting”) at 10:00 a.m. EST in a virtual-only meeting format. As of April 12, 2023, the record date for the 2023 Annual Meeting, there were 27,927,333 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), issued and outstanding. A quorum of common stockholders, present virtually in person or by proxy, representing 12,372,849 shares of Common Stock, or approximately 44.30% of the shares entitled to vote, was present at the 2023 Annual Meeting. A description of the material terms of each proposal set forth below were included in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on April 21, 2023. The final voting results of the 2023 Annual Meeting are set forth below.

1. Proposal to elect directors to serve until the 2024 Annual Meeting of Stockholders.

The Company’s stockholders elected each of the Company’s six nominees for director to serve a term of one year to expire at the 2024 annual meeting of stockholders or until their respective successors are duly elected and qualified, as set forth below:

2. Proposal to approve certain terms of the Second Amended and Restated Limited Liability Company Agreement (the “LLC Agreement”) entered into in connection with the Unit Purchase Agreement, dated as of November 4, 2022, by and among the Company, Morgenesis LLC, a subsidiary of the Company (“Morgenesis”), and MM OS Holdings, L.P. (“MM”), which grant certain rights to MM with respect to Morgenesis and the exercise by MM of its rights under the LLC Agreement.

3. Proposal to ratify the appointment of Kesselman & Kesselman C.P.A.s, a member firm of PricewaterhouseCoopers International Limited, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.

4. Proposal to approve by an advisory vote the compensation of the Company’s named executive officers.

5. Proposal to approve by an advisory vote the frequency of holding an advisory vote on compensation of our named executive officers.

Proposals 1, 2, 3 and 4 received the requisite number of votes and were approved. On June 12, 2023, following the 2023 Annual Meeting, the board of directors of the Company considered the results of the stockholder advisory vote for Proposal 5 on the frequency of holding an advisory vote on the compensation of its named executive officers and determined that it will hold an advisory vote every three years until the next required vote on the frequency of such vote, which will occur no later than the Company’s annual meeting of stockholders in 2029.