BOUT Innovator Ibd Breakout Opportunities ETF

Item 8.01 Other Events.

On March 30, 2022, Orgenesis Inc. (“we” or the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain investors, pursuant to which the we agreed to issue and sell to the investors, in a private placement, an aggregate of 4,933,333 shares of the our Common Stock at a purchase price of $3.00 per share and warrants to purchase up to an aggregate of 1,000,000 shares of Common Stock at an exercise price of $4.50 per share. The warrants are not exercisable until after six months and expire three years from the date of issuance. We agreed with certain investors to extend the closing date of the Offering to June 30, 2022. In connection with the Offering, we have received aggregate gross proceeds of only $2,175,000 before deducting related offering expenses. We have issued an aggregate of 725,000 shares of Common Stock and warrants to purchase 146,959 shares of Common Stock pursuant to the Purchase Agreement. We do not expect to receive the remaining $12,625,000 from the defaulting investors.

In addition, on May 17, 2022, we entered into a convertible loan agreement (the “Convertible Loan Agreement”) with Southern Israel Bridging Fund Two, LP (the “Lender”)), pursuant to which the Lender agreed to loan the Company $5,000,000 (the “Loan Amount”) at an interest rate of 6% per annum (based on a 365-day year) and which is payable, along with the principal, on or before August 17, 2023. In connection with such loan, the Company agreed to issue the Lender a warrant representing the right to purchase 25% of the shares of our Common Stock into which the loan is initially convertible at the Conversion Price, at an exercise price per share of $4.50 per share. Such warrant will be exercisable at any time beginning six months and one day after the closing date and ending 36 months after the closing date. To date, we have received only $1,150,000 of the Loan Amount and we do not expect to receive any other loan proceeds from the defaulting Lender under the Convertible Loan Agreement.