Failure to Satisfy Listing Rule (Form 8-K)

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard.

On June 2, 2025, the OTC Markets Group ("OTC Markets") notified Orgenesis Inc. (the "Company") that it has determined to move the Company's common stock from OTCQX to the Pink Limited tier effective June 3, 2025.

As previously reported, On April 17, 2025, Orgenesis Inc. (the "Company") received a notice that is delinquent in filing its 10-K for the period ending December 31^st, 2024 and therefore no longer meets the OTCQX Requirements for Continued Qualification as per Section 2.2 (A)(1)(i) of the OTCQX Rules for U.S. Companies: All required annual, quarterly and other interim reports on EDGAR. The Company was unable to remedy this deficiency within the 45-day cure period.