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): December 15, 2022

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 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. ☐

Item5.07 Submission of Matters to a Vote of Security Holders

On December 15, 2022, Orgenesis Inc. (the “Company”) held its 2022 annual meeting of stockholders (the “2022 Annual Meeting”) at 10:00 a.m. EST in a virtual-only meeting format as a result of public health and travel guidance due to COVID-19. As of October 19, 2022, the record date for the 2022 Annual Meeting, there were 25,545,755 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), issued and outstanding. A quorum of common stockholders, present virtually in person or by proxy, representing 9,972,739 shares of Common Stock, or approximately 39.04% of the shares entitled to vote, was present at the 2022 Annual Meeting. A description of the material terms of each proposal set forth below were included in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on November 1, 2022. The final voting results of the 2022 Annual Meeting are set forth below.

1. Proposal to elect directors to serve until the 2023 Annual Meeting of Stockholders.

The Company’s stockholders elected each of the Company’s six nominees for director to serve a term of one year to expire at the 2023 annual meeting of stockholders or until their respective successors are duly elected and qualified, as set forth below:

2. Proposal to ratify the appointment of Kesselman & Kesselman C.P.A.s, a member firm of PricewaterhouseCoopers International Limited, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.

Proposals 1 and 2 received the requisite number of votes and were approved.

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.