Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

Amendment to Loan Agreement with Yehuda Nir

On October 31, 2024, Koligo Therapeutics Inc. ("Koligo"), a subsidiary of Orgenesis Inc. (the "Company"), entered into a loan extension agreement (the "Nir Extension Agreement") to the loan agreement with Yehuda Nir ( "Nir"), Koligo and the Company, which extended the maturity date of the loan under their loan agreement (as described below) to November 30, 2024. The aggregate principal amount of the loan outstanding was $2,049,315 with interest of 8% per annum (based on a 365-day year) and which was payable on or before October 3, 2024. In consideration for the extension, (i) the Company agreed to issue a warrant to Nir for the right to purchase 200,000 shares of common stock, at an exercise price per share of $1.03 per share, which is exercisable until one year from the new maturity date of the loan (the "Nir Warrant") and (ii) the Company agreed to reduce the exercise price of warrants to purchase an aggregate of 331,327 shares of common stock held by Nir to $1.03 per share.

The Nir Extension Agreement related to an 8% loan dated July 3, 2024 of which $2,049,315 principal amount plus interest is outstanding.

The foregoing summaries of the Nir Extension Agreement and the Nir Warrant do not purport to be complete and are subject to, and qualified in their entirety by, the form of Nir Extension Agreement attached as Exhibit 10.1 to this Current Report on Form 8-K, which are incorporated herein by reference.

Loan Agreement with Yehuda Nir

On October 31, 2024, Koligo entered into a loan agreement (the "Loan Agreement") with Nir, pursuant to which Nir agreed to loan Koligo $500,000 (the "Loan") with an effective date of October 22, 2024 (the "Effective Date"). The Loan shall bear annual 10% simple interest and shall become due and payable no later than 90 days after the receipt of the amount of the Loan, subject to extension at the discretion of Nir. The Loan may be prepaid by Koligo in whole or in part at any time without the prior written approval of Nir.

As partial consideration for the entry into of the Loan Agreement, the Company agreed to issue to Nir a warrant to purchase 485,437 shares of common stock of the Company at an exercise price of $1.03 per share, which shall be exercisable for a period of 12 months from the Effective Date. If Koligo fails to pay timely the amounts due under the Loan on the maturity date, the Company shall issue to Nir an additional warrant to purchase 485,437 shares of common stock of the Company at an exercise price of $1.03 per share, which shall be exercisable for a period of 12 months from the Effective Date. Such warrants shall be in the form of the Nir Warrant.

The Loan Agreement contains certain specified events of default, the occurrence of which would entitle Nir to immediately demand repayment of all Loan obligations. Such events of default include, among others, the commencement of bankruptcy or insolvency proceedings against Koligo, breaches of any covenants or representations and warranties by Koligo in any material respect, failure to make payments under the Loan Agreement when due, and if the Company replaces its current Chief Executive Officer with another appointee without the express written confirmation of Nir.

The foregoing summary of the Loan Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of such document attached as Exhibit 10.2 to this Current Report on Form 8-K, which is incorporated herein by reference.

Promissory Note

On November 4, 2024, Orgenesis Maryland LLC ("Orgenesis Maryland"), a subsidiary of the Company, entered into a promissory note (the "Note") with Jacob Safier (the "Lender"), pursuant to which the Lender agreed to loan Orgenesis Maryland $250,000 (the "Loan Amount"). The Loan Amount shall bear interest at a rate of 10% per annum (based on a 365-day year) and shall become due and payable on December 31, 2024. The Loan Amount plus accrued interest may be prepaid by Orgenesis Maryland in whole or in part at any time without the prior written approval of the Lender.

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