UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On July 3, 2024, Koligo Therapeutics Inc. (“Borrower”), a subsidiary of Orgenesis Inc. (the “Company”), entered into a loan agreement (the “Loan Agreement”) with Yehuda Nir (the “Lender”), pursuant to which the Lender agreed to loan the Borrower $2,000,000 (the “Loan”). The Loan shall consist of an initial installment of $1,000,000 on or about July 3, 2024 and a second installment of $1,000,000 on or about July 8, 2024 in accordance with the terms of the Loan Agreement. The Loan shall bear annual 10% simple interest and each installment shall become due and payable no later than 90 days after the receipt of such installment by the Borrower, subject to extension at the discretion of the Lender. The Loan Amount may be prepaid by the Borrower in whole or in part at any time without the prior written approval of the Lender.
The Loan Agreement contains certain specified events of default, the occurrence of which would entitle the Lender to immediately demand repayment of all Loan obligations. Such events of default include, among others, the commencement of bankruptcy or insolvency proceedings against the Borrower, breaches of any covenants or representations and warranties by the Borrower in any material respect, failure to make payments under the Loan Agreement when due, and if the Company replaces its current Chief Executive Officer with another appointee without the express written confirmation of the Lender.
The foregoing summary of the Loan Agreement 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 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information required by this Item 2.03 is included under Item 1.01 of this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
The exhibit listed in the following Exhibit Index is filed as part of this Current Report on Form 8-K.
| Exhibit No. | Description | |
| 10.1 | Loan Agreement dated July 3, 2024, by and among the Borrower and Yehuda Nir | |
| 104 | Cover Page Interactive Data File (embedded within 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: July 8, 2024 | By: | /s/ Victor Miller |
| Victor Miller | ||
| Chief Financial Officer, Treasurer and | ||
| Secretary | ||