8-K

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): May 5, 2023

ORGENESIS

INC.

(Exact name of registrant as specified in its charter)

20271Goldenrod Lane, Germantown, MD 20876

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (480) 659-6404

NotApplicable

(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:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined 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. ☐

Item1.01. Entry into a Material Definitive Agreement.

On May 5, 2023, Orgenesis Inc. (“Orgenesis”), Morgenesis LLC (“Morgenesis”), a recently formed subsidiary of Orgenesis holding all the assets of Orgenesis’ point of care services business for treating patients (“POCare Services”), and MM OS Holdings, L.P. (“MM”), an affiliate of Metalmark Capital Partners, entered into Amendment No. 1 (the “Amendment”) to the Unit Purchase Agreement dated November 4, 2022 (the “UPA”). Pursuant to the Amendment, MM agreed to make an investment of $5,000,000 in cash in exchange for 500,000 Class A Preferred Units of Morgenesis to support the continued expansion of Orgenesis’ POCare Services business (the “Subsequent Investment”). The investment amount of the First Future Investment (as defined in the UPA) will be reduced by the amount of the Subsequent Investment.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the provisions of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item9.01 Financial Statements and Exhibits

(d) Exhibits

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.

Exhibit10.1

ExecutionVersion

Amendment No. 1 to UNIT purchase agreement

THIS AMENDMENT NO. 1 TO UNIT PURCHASE AGREEMENT (this “Amendment”), dated as of May 5, 2023, is by and between MM OS Holdings, L.P., a Delaware limited partnership (“Investor”), Morgenesis LLC, a Delaware limited liability company (the “Company”), and Orgenesis Inc., a Nevada corporation (“Orgenesis Parent”) (each of the foregoing persons, a “Party” and, collectively, the “Parties”). Capitalized terms used but not defined herein shall have the meanings given to them in the Agreement (as defined below).

WHEREAS, the Parties entered into that certain Unit Purchase Agreement, dated as of November 4, 2022 (the “Agreement”);

WHEREAS, this Amendment is being executed and delivered pursuant to Section 9.9 of the Agreement, which provides that the Agreement may be amended only if such amendment is in writing and signed by Investor and Orgenesis Parent; and

WHEREAS, the Parties desire to amend certain terms of the Agreement, pursuant to, and in accordance with, Section 9.9 of the Agreement, as set forth herein.

NOW, THEREFORE, in consideration of the covenants set forth herein, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

Section

1. Amendment to Section 1.4(a) of the Agreement*.* The following sentence is hereby added as the first sentence of Section 1.4(a) of the Agreement:

“(a) On or prior to May 5, 2023, the Investor shall make an investment in the Company equal to $5,000,000 in cash, in exchange for 500,000 additional Class A Preferred Units (at a price per Class A Preferred Unit equal to $10.00 in cash), which proceeds shall be used by the Company to support the continued expansion of the Business (the “Subsequent Investment”).”

Section 2. Amendment to Section 1.4(a) of the Agreement. The following sentence is hereby added before the last sentence of Section 1.4(a) of the Agreement:

“The investment amount of the First Future Investment shall be reduced by the amount of the Subsequent Investment made by the Investor.”

Section 3. Effect of Amendment. From and after the date hereof, each reference in the Agreement to “this Agreement,” “hereof,” “hereunder” or words of like import referring to the Agreement (or any schedule thereof) shall be deemed a reference to the Agreement (and such schedule) as amended by this Amendment. Except as and to the extent expressly modified by this Amendment, the Agreement is not otherwise being amended, modified or supplemented and shall remain in full force and effect in accordance with its terms.

Section 4*.* General Provisions. The provisions of Sections 9.4-9.13 and 9.16-9.18 of the Agreement shall apply mutatis mutandisto this Amendment.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the day and year first above written.

[SignaturePage to Amendment No. 1 to Unit Purchase Agreement]