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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): June 6, 2025

 

ORGENESIS INC.

(Exact name of registrant as specified in its charter)

 

Nevada   001-38416   98-0583166
(State or other jurisdiction   (Commission File   (IRS Employer
of incorporation   Number)   Identification No.)

 

20271 Goldenrod Lane, Germantown, MD 20876

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (480) 659-6404

 

Not Applicable

(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:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock   ORGS   The Nasdaq Capital Market

 

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. ☐

 

 

 

 

 

 

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 31st, 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.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
     
104   Cover Page Interactive Data File (embedded with the Inline XBRL document).

 

 

 

 

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.

 

  ORGENESIS INC.
   
Date: June 6, 2025 By: /s/ Victor Miller
    Victor Miller
    Chief Financial Officer, Treasurer and
    Secretary

 

 

 

 


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