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): ~~April~~June 226, 2025

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(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock ORGS *The Nasdaq Capital Market

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 83.01. ~~Other~~Notice ~~Events~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard.

On ~~April~~June 172, 2025, the OTC Markets Group (“OTC Markets”) notified Orgenesis Inc. (the “Company”) ~~received a notice~~ that isit ~~delinquent~~has indetermined to ~~filing~~move ~~its 10-K for~~ the ~~period~~Company’s ~~ending December~~common ~~31st,~~stock ~~2024~~from ~~and therefore no longer meets the~~ OTCQX ~~Requirements~~to ~~for Continued Qualification as per Section 2.2 (A)(1)(i) of~~ the ~~OTCQX~~ ~~Rules~~Pink ~~for~~Limited ~~U.S.~~tier ~~Companies: All~~effective ~~required~~June ~~annual~~3, ~~quarterly and other interim reports on EDGAR~~2025.

~~Per~~As ~~Section~~previously 4reported, On April 17, 2025, Orgenesis Inc.1 (Athe “Company”) ofreceived ~~the~~a ~~OTCQX~~notice ~~Rules,~~that ~~the~~is ~~Company~~delinquent ~~has~~in 45filing ~~days,~~its 10-K orfor ~~until~~the ~~June~~period 2ending December 31st, ~~2025~~2024 toand ~~cure~~therefore ~~this~~no ~~deficiency.~~longer Ifmeets the ~~Company~~OTCQX isRequirements ~~unable~~for Continued Qualification toas ~~cure~~per ~~the~~Section ~~deficiency~~2.2 ~~within~~(A)(1)(i) of the ~~timeframe~~OTCQX ~~provided~~Rules for U.S. Companies: All required annual, ~~then~~quarterly itand ~~will~~other beinterim ~~removed~~reports ~~from~~on ~~OTCQX~~EDGAR. The Company was unable to remedy this deficiency within the 45-day cure period.

~~The~~Item ~~Company has dedicated significant resources to completing the Form 10-K and is working diligently to complete the necessary work to file the 2024 Form 10-K as soon as practicable~~9. The Company and its finance team have been focusing on capital raising and, therefore, requires more time to complete all the work required in order to file the Form 10-K including the completion of the audit of the Company’s financial statements by the Company’s independent auditors for inclusion in the 2024 Form 10-K01. ~~There~~Financial ~~can~~Statements ~~be no assurance that the Company will file the 10-K on or before June 2, 2025~~ and ~~remain traded on the OCTQX~~Exhibits.

(d) Exhibits

Exhibit No.		Description

104		Cover Page Interactive Data File (embedded with 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: April 22, 2025	By:	/s/ Victor Miller
Date: June 6, 2025	By:	/s/ Victor Miller
		Victor Miller
		Chief Financial Officer,
		Chief Financial Officer, Treasurer and
		Treasurer and Secretary
		Secretary

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