Orgenesis Inc.: debt financing — Orgenesis subsidiary enters $1M convertible loan; lender can convert to 80% equity, plus $10M facility

Orgenesis Inc.

Initial loan $1M at 10% simple interest, 36-month maturity; after 30 days lender can convert to up to 80% of Orgenesis or Theracell equity.
Lender receives warrant to purchase 15% fully diluted shares for $250,000, exercisable for 3 years.
Credit facility up to $10M, with $7.1M already drawn; used to repay $6.1M in prior debt to Newtech and Ariel Malik.
Lender may appoint three board members after 30 days, subject to regulatory approvals and shareholder meeting.
If shareholder approval for share issuance not obtained within 60 days, lender gets option to acquire CellVira and Tissue Genesis assets at no cost.

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Orgenesis Inc. incurred credit facility of $7,083,857 with Alpha Prosperity Fund SPC at 10% per annum maturing 36 months.

Instrument: credit facility
Principal: $7,083,857
Counterparty: Alpha Prosperity Fund SPC
Rate: 10% per annum
Maturity: 36 months
Event: incurrence

Exact text from the filing

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 $7,083,857 on the facility.

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Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Orgenesis Inc. incurred convertible notes of $1,000,000 with Alpha Prosperity Fund SPC at 10% per annum maturing 36 months.

Instrument: convertible notes
Principal: $1,000,000
Counterparty: Alpha Prosperity Fund SPC
Rate: 10% per annum
Maturity: 36 months
Event: incurrence

Exact text from the filing

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.

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Source: SEC EDGAR

accession 0001493152-25-013758

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