Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed in a Current Report on Form 8-K filed on September 16, 2025, Orgenesis Inc. (the "Company") entered into that certain Convertible Loan Agreement, dated September 10, 2025, by and among Theracell Laboratories IKE, the Company and Alpha Prosperity Fund SPC, acting on behalf of and for the account of Segregated Portfolio P (the "Lender") with respect to a $1,000,000 convertible loan, a $10,000,000 credit facility and the issuance of warrants related thereto (the "Convertible Loan Agreement"). Pursuant to the Convertible Loan Agreement, the Company is required to issue to Lender a warrant to purchase 15% of the fully diluted share capital of either the Company or Theracell, at the Lender's discretion, for an aggregate exercise price of $250,000 and exercisable for three years from issuance with respect to each cumulative drawdown of $1,000,000 under the loan and credit facility referenced above. With respect to the first $1,000,000 drawdown, on January 9th, 2026, the Company issued to Lender a warrant (the "Alpha Warrant") exercisable for 3,289,490 shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), with a three year expiration and an aggregate exercise price equal to $250,000.

The foregoing summary of the form of Alpha Warrant described herein does not purport to be complete and is subject to, and qualified in its entirety by, the full text of such document attached as Exhibit 4.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The Alpha Warrantand the shares of Common Stock issuable upon exercise of such Warrant 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 in Item 1.01 above is hereby incorporated by reference into this Item 3.02.