---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-25-013758"
form_type: "8-K"
ticker: null
cik: "0001460602"
company_name: "Orgenesis Inc."
filed_at: "2025-09-16T23:59:59+00:00"
generated_at: "2026-05-17T06:29:20.444024+00:00"
event_type: "debt"
sentiment: "negative"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# Orgenesis subsidiary enters $1M convertible loan; lender can convert to 80% equity, plus $10M facility

## Summary
- 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.

## SEC filing metadata
- accession: 0001493152-25-013758
- form_type: 8-K
- cik: 0001460602
- company_name: Orgenesis Inc.
- filed_at: 2025-09-16T23:59:59+00:00
- event_type: debt
- sentiment: negative
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 2.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1460602/000149315225013758/0001493152-25-013758-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1460602/000149315225013758/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-25-013758
- JSON: https://secwatch.observer/filing/0001493152-25-013758.json
- Plain text: https://secwatch.observer/filing/0001493152-25-013758.txt

## Key facts
- Debt Financings
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1460602/000149315225013758/0001493152-25-013758-index.htm
- Debt Financings
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1460602/000149315225013758/0001493152-25-013758-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.