Item 1.01 Entry into a Material Definitive Agreement.

Convertible Note Extension Agreement

As previously disclosed, on June 6, 2019, Orgenesis Inc. (the “Company”) entered
into a private placement subscription agreement with J. Ezra Merkin (the
“Lender”), pursuant to which the Lender purchased from the Company a 6%
Unsecured Convertible Note in the aggregate principal amount of $1,950,000 (the
“Convertible Note”), which is convertible, at the discretion of the Lender, into
units at a conversion price of $7.00 per unit, each unit consisting of one share
of Common Stock and a warrant, exercisable for three (3) years, to purchase one
share of Common Stock at a price of $7.00 per share. On July 15, 2022, the
Company and the Lender entered into an amendment to such Convertible Note, the
Convertible Note Extension Agreement (the “Amendment”), which amended the
Convertible Note as follows:


  ?  the Company agrees to pay an initial $500,000 repayment to the Lender on or
     prior to August 15, 2022, and if the repayment is not paid on August 15,
     2022, it will constitute an event of default;
  ?  the interest rate will increase from 6% to 8% per annum as of June 5, 2022;
  ?  if an event of default has occurred, the interest on the unconverted and then
     outstanding principal amount shall accrue at the rate of 15% per annum;
  ?  the Maturity Date shall be extended to September 10, 2022 (the "Maturity
     Date"); and
  ?  as consideration for the Maturity Date extension, the Company agreed to grant
     the Lender warrants to purchase up to 330,000 shares of Common Stock of the
     Company, exercisable for three years, at an exercise price of $4.50 per share
     (the "Warrants").



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

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 3.02. Unregistered Sales of Equity Securities.

The Warrants and the shares of Common Stock issuable upon exercise of such
Warrants have not been registered under the Securities Act of 1933, as amended
(the “Securities Act”) and shall be exempt from registration under Section
4(a)(2) of the Securities Act as a transaction not involving a public offering.
The information contained below in Item 1.01 above is hereby incorporated by
reference into this Item 3.02.

Item 9.01. Financial Statements and Exhibits.

The 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 Note Extension Agreement, dated July 15, 2022, by and
              among the Company and J. Ezra Merkin
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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