ORGS Orgenesis Inc. - 8-K

Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As
disclosed below, at the special meeting of Orgenesis, Inc. (the “Company”) held on May 27, 2026 (the “Special Meeting”),
the Company’s stockholders approved an amendment (the “Amendment”) to the Company’s Articles of Incorporation,
as amended (the “Charter”), to increase the total number of authorized shares of the Company’s common stock from 14,583,333
to 150,000,000. On June 2, 2026, the Company filed the Amendment with the Secretary of State of the State of Nevada with immediate effect.

The
summary of the Amendment contained herein does not purport to be complete and is qualified in its entirety by reference to the full text
of the Amendment, a copy of which is attached as Exhibit 3.1 hereto and incorporated herein by reference.

Item
5.07 Submission of Matters to a Vote of Security Holders.

On
May 27, 2026, the Company held the Special Meeting via live webcast. At the Special Meeting, 6,415,731 shares of common stock, or approximately
65.27% of the outstanding shares of common stock entitled to vote, were represented by proxy or in person, representing a quorum.

At
the Special Meeting, the stockholders of the Company voted as set forth below on three proposals, each of which is described in detail
in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 5, 2026 and as amended on
May 20, 2026. The final voting results for each matter submitted to a vote of the Company’s stockholders are as follows:

Proposal
1. Amendment to Articles of Incorporation to Increase Authorized Shares of Common Stock

The
approval of a proposal to approve an amendment to the Company’s Articles of Incorporation, as amended, to increase the number of
authorized shares of common stock from 14,583,333 to 150,000,000:

For

Against

Abstain

5,153,345

61,005

1,201,381

Proposal
2. Share Issuance Proposal

The
approval of the Convertible Loan Agreement, dated September 10, 2025, by and among Theracell Laboratories IKE, Orgenesis Inc., and Alpha
Prosperity Fund SPC, acting on behalf of and for the account of Segregated Portfolio P, and the potential issuance of shares of common
stock of Orgenesis Inc. pursuant thereto:

For

Against

Abstain

5,172,526

27,026

1,201,280

Proposal
3. Ratification of Auditors

The
approval of the ratification of the appointment of Kesselman & Kesselman C.P.A.s, a member firm of PricewaterhouseCoopers International
Limited, as our independent registered public accounting firm for the fiscal year ending December 31, 2025:

For

Against

Abstain

6,400,038

14,552

1,141

Item
9.01 Financial Statements and Exhibits.

Reference
is made to the Exhibit Index included with this Current Report on Form 8-K.

Exhibit
No.

Description

3.1

Certificate of Amendment to Articles of Incorporation of the Company, dated June 2, 2026.

104

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