Sec Form 4 Filing - Safier Jacob @ Orgenesis Inc. - 2024-04-10

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Safier Jacob 2. Issuer Name and Ticker or Trading Symbol Orgenesis Inc. [ ORGS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O THE WOLFSON GROUP, ONE STATE STREET PLAZA 29TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 04/10/2024 (Street) NEW YORK, NY10004 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 2,000,000 ( 1 ) D Common Stock 04/10/2024 P 10,000 A $ 0.5948 3,120,100 ( 1 ) I By JSAF Holdings, LLC ( 2 ) Common Stock 04/10/2024 S 10,000 D $ 0.5444 3,110,100 ( 1 ) I By JSAF Holdings, LLC ( 2 ) Common Stock 04/16/2024 P 10,000 A $ 0.5135 3,120,100 ( 1 ) I By JSAF Holdings, LLC ( 2 ) Common Stock 04/16/2024 S 10,000 D $ 0.5001 3,110,100 ( 1 ) I By JSAF Holdings, LLC ( 2 ) Common Stock 06/24/2024 P 10,000 A $ 0.58 3,120,100 ( 1 ) I By JSAF Holdings, LLC ( 2 ) Common Stock 06/24/2024 S 10,000 D $ 0.5814 3,110,100 ( 1 ) I By JSAF Holdings, LLC ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrant (right to buy) $ 1.03 08/21/2024 A( 3 ) 970,873 08/21/2024( 4 ) 08/20/2029 Common Stock 970,873 ( 1 ) $ 0 970,873 ( 1 ) D Warrant (right to buy) $ 1.03 09/09/2024 A( 5 ) 242,718 09/09/2024( 6 ) 09/08/2029 Common Stock 242,718 ( 1 ) $ 0 242,718 ( 1 ) D Warrant (right to buy) $ 1.03 11/04/2024 A( 7 ) 242,718 11/04/2024( 8 ) 11/03/2029 Common Stock 242,718 $ 0 242,718 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Safier Jacob C/O THE WOLFSON GROUP ONE STATE STREET PLAZA 29TH FLOOR NEW YORK, NY10004 X Signatures /s/ Jacob Safier 12/04/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On September 25, 2024, the Issuer effected a reverse stock split at a ratio of 1-for-10. The share amounts set forth here are presented before giving effect to the reverse stock split. ( 2 )The Reporting Person is the portfolio manager of the investment in the Issuer by JSAF Holdings, LLC ("JSAF") and may therefore be deemed to beneficially own the shares owned by JSAF. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. ( 3 )Pursuant to an Amended and Restated Promissory Note, dated as of August 10, 2024, issued by the Issuer to the Reporting Person, the Reporting Person was issued a warrant ("Warrant 1") exercisable for 970,873 shares of the Issuer's Common Stock, subject to adjustment in accordance with the terms thereof. ( 4 )Other than 53,970 shares currently exercsiable, Warrant 1 is not currently exercisable because it cannot be exercised by the Reporting Person if, after giving effect thereto, the Reporting Person would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), more than 9.99% of the outstanding shares of the Issuer's Common Stock, subject to certain exceptions. ( 5 )Pursuant to an Amended and Restated Promissory Note, dated as of September 9, 2024, issued by the Issuer to the Reporting Person, the Reporting Person was issued a warrant ("Warrant 2") exercisable for 242,718 shares of the Issuer's Common Stock, subject to adjustment in accordance with the terms thereof. ( 6 )Warrant 2 is not currently exercisable because it cannot be exercised by the Reporting Person if, after giving effect thereto, the Reporting Person would beneficially own, as determined in accordance with Section 13(d) of the Exchange Act, more than 9.99% of the outstanding shares of the Issuer's Common Stock, subject to certain exceptions. ( 7 )Pursuant to an Amended and Restated Promissory Note, dated as of November 4, 2024, issued by the Issuer to the Reporting Person, the Reporting Person was issued a warrant ("Warrant 3") exercisable for 242,718 shares of the Issuer's Common Stock, subject to adjustment in accordance with the terms thereof. ( 8 )Warrant 3 is not currently exercisable because it cannot be exercised by the Reporting Person if, after giving effect thereto, the Reporting Person would beneficially own, as determined in accordance with Section 13(d) of the Exchange Act, more than 9.99% of the outstanding shares of the Issuer's Common Stock, subject to certain exceptions.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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