NOTE 23 – SUBSEQUENT EVENTS

On January 22, 2025, the Company entered into an Equity Purchase Agreement (the “Equity Purchase Agreement”) with Williamsburg Venture Holdings, LLC, a Nevada limited liability company (“Investor”), pursuant to which the Investor agreed to invest up to $5,000,000 over a 24-month period (unless otherwise determined therein) in accordance with the terms and conditions of an Equity Purchase Agreement, dated as of January 22, 2025, by and between Orgenesis and the Investor. In connection with the Equity Purchase Agreement, the parties also entered into a Registration Rights Agreement (the “Registration Rights Agreement”) pursuant to which the Company agreed to register with the SEC the ordinary shares issuable under the Equity Purchase Agreement, among other securities. The Investor agrees to fund $750,000 upon the Registration Statement being deemed effective by the SEC. During the remaining term, the Company shall be entitled to put to the Investor, and the Investor shall be obligated to purchase, such number of ordinary shares of Orgenesis (such shares, the “Put Shares”) and at such price as are determined in accordance with the Equity Purchase Agreement. The per share purchase price for the Put Shares shall be 90% of the market price defined as the average of the two (2) lowest Volume-Weighted Average Price (VWAP) for the five (5) consecutive trading days immediately preceding the relevant Clearing Date (defined therein), as reported by Bloomberg Finance L.P. or other reputable source. At the Company’s option, under an Accelerated Purchase Notice (defined therein), the Company may deliver a put notice by 11:00 AM on a particular day with a per share purchase price that would be the lowest traded price on that day. Further, in consideration of Orgenesis’ Put rights, the Investor shall be entitled to 168,182 ordinary shares of Orgenesis from the date of the Equity Purchase Agreement and pursuant to the Equity Purchase Agreement, the Investor may not acquire at any point, more than 9.99% of the outstanding ordinary shares of Orgenesis.

On February 28, 2025, the Company entered into an Agreement (the “Asset Purchase Agreement”) with Neurocords, LLC. (“Neurocords”) for the purchase by the Company of certain intellectual property assets and all development product, deliverables and data related thereto in the field of advanced regenerative medicine therapies for spinal cord injuries (SCI) (the “Assets”). In addition, Neurocords and Company entered into mutual releases against all future claims, and terminated certain licensing and related agreements previously entered into. In addition, the Company will have a three-month option at no further cost to receive an assignment of the William Rice University Option Agreement, dated November 24, 2024. Pursuant to the Asset Purchase Agreement, in consideration for the purchase of the Assets, the Company issued to Neurocords 1,200,000 shares of common stock, free and clear of any trading restrictions after the initial 6-month restricted period, or any other restrictions or third-party rights.

On August 9, 2025, Yaron Adler and Adam Pelavin notified Orgenesis Inc. (the “Company”), of their decision to resign as directors of the Company, effective immediately. Mr. Adler and Mr. Pelavin’s resignations were not the result of any disagreement with the Company, or its management on any matter relating to the Company’s operations, policies or practices.

On August 18, 2025, Santhosh Nagaraja notified Orgenesis Inc. (the “Company”), of his decision to resign as director of the Company, effective immediately. Mr. Nagaraja’s resignation was not the result of any disagreement with the Company, or its management on any matter relating to the Company’s operations, policies or practices.

On August 21, 2055, Ashish Nanda notified Orgenesis Inc. (the “Company”), of his decision to resign as director of the Company, effective immediately. Mr. Nanda’s resignation was not the result of any disagreement with the Company, or its management on any matter relating to the Company’s operations, policies or practices.

On August 6, 2025, the district court in Lod, Israel declared Orgenesis Limited, the Israeli subsidiary, bankrupt and ordered it to be dissolved.

On June 13, 2025 the Company and Germfree reached a settlement thus resolving any remaining differences between themselves.

On September 10, 2025, Theracell Laboratories IKE (“Theracell”), a subsidiary of Octomera LLC, which is a subsidiary of the Company, entered into a Convertible Loan Agreement (the “Agreement”) with Alpha Prosperity Fund SPC, acting on behalf of and for the account of Segregated Portfolio P (the “Lender”). Pursuant to the Agreement, the Lender agreed to provide Theracell with an initial loan in the principal amount of $1,000,000 (the “Loan”). The Loan will bear simple interest at a rate of 10% per annum and has a maturity of 36 months. For the first 30 days following the effective date, the Borrower may prepay the Loan without the consent of the Lender. Thereafter, repayment requires the Lender’s prior approval. Beginning after 30 days and continuing until maturity, the Lender has the option, at its sole discretion, to convert the outstanding amount into equity of either the Company or Theracell, such that the Lender would hold up to 80% of the outstanding share capital of the applicable entity. The conversion of the Loan into shares of the Company is subject to shareholder approval of the issuance of the required shares. In addition, the Agreement provides that the Lender will be issued 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. The issuance of shares upon exercise of the warrant is likewise subject to shareholder approval of the issuance of such shares. Additional warrants would be issued in connection with each cumulative drawdown of an additional $1,000,000 under the credit facility referenced below. The Agreement further provides Theracell with access to a credit facility of up to $10,000,000, available in tranches with the Lender’s prior written approval in its sole discretion. Drawdowns under the facility are subject to the same terms as the Loan, other than the conversion feature. Theracell has drawn $10,000,000 under the credit facility as well as $775,000 paid over and above the $10,000,000 credit line amount as of the date of this annual report on Form 10-K. The previously outstanding debt facilities from Newtech Investment Holdings, LLC and Ariel Malik totaling $6,083,857 were repaid from the proceeds of the facility. The Agreement also provides that, following the lapse of 30 days from the Effective Date and subject to the receipt of all necessary corporate and legal approvals, the Lender may appoint three members to the Company’s Board of Directors, which appointments will be subject to the disclosure and filing requirements of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission.

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 Alpha Warrant and 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.

On August 8, 2025, Mr. Victor Miller, the Chief Financial Officer, Treasurer and Secretary of the Company, resigned effective immediately from all positions he held with the Company to pursue other opportunities. Mr. Miller’s decision to resign did not result from any disagreement with the Company, its management or its board of directors on any matter, whether related to the Company’s operations, policies, practices or otherwise.

On March 10, 2026, the Company’s Board of Directors elected Adam Pelavin and Yaron Adler to serve as members of the Board, effective immediately, with terms expiring at the Company’s 2026 annual meeting of stockholders and thereafter until their successors are duly elected and qualified, or until earlier death, resignation, or removal. In connection with these elections, the Board approved fixing the size of the Board at four members. Mr. Pelavin was appointed to the audit committee, and Mr. Adler was appointed to the compensation committee.

On March 10, 2026, the Company appointed Douglas Karriker as its Chief Financial Officer, effective March 10, 2026. Mr. Karriker previously served in roles at the Company and has relevant employment experience. There is no arrangement or understanding pursuant to which he was selected as an officer, and the Company is not aware of any related-party transactions requiring disclosure under Item 404(a) of Regulation S-K.