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): ~~September~~January 1614th, ~~2025~~2026

ORGENESIS INC.

(Exact name of registrant as specified in its charter)

Nevada	001-38416	98-0583166
(State or other jurisdiction	(Commission ~~File~~	(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(bg) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock ORGS N/A

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.

OnAs 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 “~~Theracell~~Lender”), with respect to a ~~subsidiary~~$1,000,000 convertible ofloan, ~~Octomera~~a ~~LLC~~$10,000,000 ~~which~~credit isfacility aand ~~subsidiary~~the issuance of ~~Orgenesis Inc.~~warrants related thereto (the “~~Company~~Convertible Loan Agreement”),. Pursuant ~~entered~~to ~~into~~the a Convertible Loan Agreement, (the ~~“Agreement”)~~Company ~~with~~is ~~Alpha~~required ~~Prosperity~~to ~~Fund~~issue to Lender a warrant to purchase 15% of the fully diluted ~~SPC~~share capital of either the Company or Theracell, ~~acting~~at onthe ~~behalf~~Lender’s discretion, for an aggregate exercise price of $250,000 and exercisable for ~~the~~three ~~account~~years from issuance with respect to each cumulative drawdown of ~~Segregated~~$1,000,000 ~~Portfolio~~under Pthe 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 “~~Lender~~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.

~~Pursuant~~The toforegoing ~~the~~summary ~~Agreement,~~of the ~~Lender~~form ~~agreed to provide Theracell with an initial loan in the principal amount~~ of ~~$1,000,000~~Alpha ~~(the~~Warrant ~~“Loan”). The~~described ~~Loan~~herein ~~will~~does ~~bear~~not ~~simple~~purport ~~interest~~to atbe acomplete ~~rate~~and ofis ~~10%~~subject ~~per~~to, ~~annum~~ and ~~has~~qualified ain ~~maturity~~its entirety ofby, ~~36 months. For~~ the ~~first~~full 30text ~~days~~of ~~following~~such ~~the~~document ~~effective date,~~attached ~~the~~as ~~Borrower~~Exhibit ~~may~~4.1 ~~prepay~~to ~~the~~this ~~Loan~~Current ~~without~~Report ~~the~~on ~~consent~~Form ~~of the Lender. Thereafter~~8-K, ~~repayment~~which ~~requires~~is ~~the~~incorporated ~~Lender’s~~herein by ~~prior approval~~reference.

~~Beginning~~Item after 30 days and continuing until maturity, the Lender has the option, at its sole discretion, to convert the outstanding amount into equity of either the Company or Theracell, such that the Lender would hold up to 80% of the outstanding share capital of the applicable entity3.02. ~~The~~Unregistered ~~conversion~~Sales of ~~the~~Equity ~~Loan into shares of the Company is subject to shareholder approval of the issuance of the required shares~~Securities.

InThe ~~addition,~~Alpha ~~the~~Warrant ~~Agreement~~and ~~provides that~~ the ~~Lender~~shares ~~will~~of beCommon ~~issued~~Stock aissuable ~~warrant~~upon toexercise ~~purchase 15%~~ of ~~the~~such ~~fully~~Warrant ~~diluted~~have not ~~share~~been ~~capital~~registered ofunder ~~either~~ the ~~Company~~Securities orAct ~~Theracell,~~of ~~at the Lender’s discretion~~1933, ~~for~~as anamended ~~aggregate~~(the ~~exercise~~“Securities ~~price of $250~~Act”),~~000~~ and ~~exercisable~~shall ~~for~~be ~~three~~exempt ~~years~~ from ~~issuance.~~registration under ~~The~~Section ~~issuance~~4(a)(2) of ~~shares upon exercise of~~ the ~~warrant~~Securities isAct ~~likewise~~as ~~subject~~a totransaction ~~shareholder~~not ~~approval~~involving ofa ~~the~~public ~~issuance of such shares~~offering. ~~Additional~~The ~~warrants~~information ~~would~~contained ~~be issued~~ in ~~connection~~Item ~~with~~1.01 above ~~each~~is ~~cumulative~~hereby ~~drawdown~~incorporated ofby anreference ~~additional~~into ~~$1,000,000~~this ~~under~~Item ~~the credit facility referenced below~~3. 02.

The Agreement further provides Theracell with access to a credit facility of up to $10,000,000, available in tranches with the Lender’s prior written approval in its sole discretion. Drawdowns under the facility are subject to the same terms as the Loan, other than the conversion feature. Theracell has drawn $7,083,857 on the facility. The previously outstanding debt facilities from Newtech Investment Holdings, LLC and Ariel Malik totaling $6,083,857 have been repaid.

The Agreement also provides that, following the lapse of 30 days from the Effective Date and subject to the receipt of all necessary corporate and legal approvals, the Lender may appoint three members to the Company’s Board of Directors, which appointments will be subject to the disclosure and filing requirements of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission.

The Agreement includes customary covenants and security provisions, including security interests over certain assets.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Convertible Loan Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K. Appendices and certain schedules to the Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish a copy of any omitted appendix or schedule to the SEC upon request.

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.

~~(d)~~The ~~Exhibits~~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 Loan Agreement, dated September 10, 2025, by and among Theracell Laboratories IKE, Orgenesis Inc., and Alpha Prosperity Fund SPC (certain appendices, exhibits and schedules omitted).
4.1		Form of Alpha Warrant, dated as of January 9th, 2026
104		Cover Page Interactive Data File (embedded ~~with~~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: September 16, 2025	By:	/s/ Vered Caplan
Date: January 26th, 2026	By:	/s/ Vered Caplan
		Vered Caplan
		Chief Executive Officer

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