Orgenesis Inc. 8-K

What Happened

• Orgenesis Inc. filed an 8-K disclosing that, pursuant to a September 10, 2025 Convertible Loan Agreement, it issued a warrant (the "Alpha Warrant") on January 9, 2026. The Alpha Warrant is exercisable for 3,289,490 shares of Orgenesis common stock, has a three‑year term, and an aggregate exercise price of $250,000.

Key Details

• Convertible Loan Agreement components: a $1,000,000 convertible loan, a $10,000,000 credit facility, and related warrants.
• Warrant economics: for each cumulative $1,000,000 drawdown, the lender receives a warrant to purchase 15% of the fully diluted share capital of either Orgenesis or Theracell (lender’s choice); the first $1,000,000 drawdown triggered the Alpha Warrant.
• Alpha Warrant specifics: exercisable for 3,289,490 shares, three‑year expiration (issued Jan 9, 2026), aggregate exercise price $250,000.
• Securities status: the Alpha Warrant and the shares issuable upon exercise were not registered under the Securities Act and are being issued under an exemption (Section 4(a)(2)).

Why It Matters

• Financing and liquidity: the agreement provides Orgenesis with immediate financing (initial $1M drawdown) and access to a larger $10M credit facility, which can support operations or development needs.
• Potential dilution: if the Alpha Warrant is exercised (or similar warrants are issued on future drawdowns), existing shareholders could see an increase in outstanding shares — the agreement contemplates warrants equal to 15% of fully diluted capital per $1M drawdown.
• Investor consideration: shareholders should note the issuance terms, the potential share count impact if warrants are exercised, the modest exercise price relative to the number of shares, and the unregistered nature of the securities as disclosed in the 8-K.