UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No.    )

Filed by the Registrant [X]
Filed by a partyParty other than the Registrant [   ]

Check the appropriate box:box:
[X] Preliminary proxy statementProxy Statement
[   ]Confidential, For usefor Use of the Commission onlyOnly (as permitted by Rule 14a-6(e)(2))
[   ] Definitive proxy statementProxy Statement
[   ] Definitive additional materialsAdditional Materials
[   ] Soliciting material pursuant to Rule 14a-11(c) orMaterial Under Rule 14a-12

ORGENESIS INC.
(Name of Registrant as Specified in Its Charter)

_____________________________________________________
(Name of Person(s) Filing Proxy Statement, if Other Thanother than the Registrant)

Payment of filing feeFiling Fee (Check the appropriate box):
[X] No fee required.
[   ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

ORGENESIS INC.
20271 Goldenrod Lane
Germantown, Maryland 20876

NOTICE OF THE 2018 ANNUAL MEETING OF STOCKHOLDERS
to be held October 23, 2018
__________, 2019

To Our Stockholders:

            You are cordially invited to attend the Stockholders of Orgenesis Inc.:

The 20182019 annual meeting (the “Annual Meeting”) of stockholders of Orgenesis Inc. (the “Company”) willto be held at 10:00 a.m. EST on November 26, 2019 at the offices of Pearl Cohen Zedek Latzer Baratz, 1500 Broadway, New York, NY 10036, on October 23, 201810036.

            Details regarding the meeting, the business to be conducted at 10:00 a.m. local time.the meeting, and information about the Company that you should consider when you vote your shares are described in the accompanying proxy statement.

            At the annual meeting, five persons will be elected to our board of directors (“Board”). In addition, we will ask stockholders to (i) approve a proposed amendment to the Company’s 2017 Equity Incentive Plan, (ii) approve an amendment to our Articles of Incorporation to authorize the Company to issue up to 10,000,000 shares of blank check preferred stock, par value $0.0001 per share, in one or more series as determined by our board of directors, with such rights, privileges, preferences and limitations as our board of directors may, in its sole discretion, determine, and (iii) ratify the appointment of Kesselman & Kesselman C.P.A.s, a member firm of PricewaterhouseCoopers International Limited, as our independent registered public accounting firm for our fiscal year ending December 31, 2019. Our Board recommends the approval of each of the proposals. Such other business will be transacted as may properly come before the annual meeting.

            Under Securities and Exchange Commission rules that allow companies to furnish proxy materials to stockholders over the Internet, we have elected to deliver our proxy materials to the majority of our stockholders over the Internet. This delivery process allows us to provide stockholders with the information they need, while at the same time conserving natural resources and lowering the cost of delivery. On October 12, 2019, we intend to begin sending to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement for our 2019 Annual Meeting stockholdersof Stockholders and our 2019 annual report to stockholders. The Notice also provides instructions on how to vote online or by telephone and how to receive a paper copy of the proxy materials by mail.

            We hope you will act onbe able to attend the following matters:annual meeting. Whether you plan to attend the annual meeting or not, it is important that you cast your vote either in person or by proxy.You may vote over the Internet as well as by telephone or by mail.When you have finished reading the proxy statement, you are urged to vote in accordance with the instructions set forth in the proxy statement. We encourage you to vote by proxy so that your shares will be represented and voted at the meeting, whether or not you can attend.

            Thank you for your continued support of Orgenesis Inc. We look forward to seeing you at the annual meeting.

___________________________________

ORGENESIS INC.
20271 Goldenrod Lane
Germantown, Maryland 20876

_________, 2019

NOTICE OF 2019 ANNUAL MEETING OF STOCKHOLDERS

TIME: 10:00 a.m. EST

DATE: November 26, 2019

PLACE: Pearl Cohen Zedek Latzer Baratz, 1500 Broadway, New York, NY 10036

PURPOSES:

The foregoing items of business are more fully described in the Proxy Statement that accompanies this Notice. The Board has fixed the close of business on August 24, 2018 asWHO MAY VOTE:

You may vote if you were the record date for the determinationowner of stockholders entitled to notice of, and to vote at, the Annual Meeting or any adjournment thereof. Only stockholders of recordOrgenesis Inc. common stock at the close of business on theSeptember 27, 2019. A list of stockholders of record date are entitled to notice of, and to votewill be available at the Annual Meeting. This Notice,annual meeting and, during the Proxy Statement and10 days prior to the form of proxyannual meeting, at our principal executive offices located at 20271 Goldenrod Lane, Germantown, MD 20876.

All stockholders are first being mailedcordially invited to stockholders on or about ••, 2018.

Regardless of whetherattend the annual meeting.Whether you plan to attend the Annual Meeting, pleaseannual meeting or not, we urge you to vote your shares as soon as possible so that your shares will be voted in accordance with your instructions. For specific voting instructions, please refer toby following the instructions onin the Notice of Internet Availability of Proxy Materials that you previously received and submit your proxy card that was mailedby the Internet, telephone or mail in order to you. If you attendensure the meeting, you will have the right topresence of a quorum.You may change or revoke theyour proxy and vote your shares in person.

We look forward to seeing youat any time before it is voted at the Annual Meeting.meeting.

/s/ Vered CaplanTABLE OF CONTENTS

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PRELIMINARY COPIES FILED PURSUANT TO RULE 14a-6(a)

ORGENESIS INC.
20271 Goldenrod LaneGOLDENROD LANE
Germantown, Maryland GERMANTOWN, MARYLAND
20876

PROXY STATEMENT

FOR ORGENESIS INC.
2019 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON NOVEMBER 26, 2019

This Proxy Statement is being furnished in connectionproxy statement, along with the accompanying notice of 2019 annual meeting of stockholders, contains information about the 2019 annual meeting of stockholders of Orgenesis Inc., including any adjournments or postponements of the annual meeting. We are holding the annual meeting at 10:00 a.m., local time, on Tuesday, November 26, 2019, at the offices Pearl Cohen Zedek Latzer Baratz located at 1500 Broadway, New York, NY 10036.

            In this proxy statement, we refer to Orgenesis Inc. as “Orgenesis,” “the Company,” “we,” “our” and “us.”

            This proxy statement relates to the solicitation of proxies on behalfby our board of the Board (the “Board”) of Orgenesis Inc., a Nevada corporation (the “Company”, “Orgenesis”, “we”, or “us”)directors for use at the annual meeting.

On or about October 12, 2019, we intend to begin sending to our 2018stockholders the Important Notice Regarding the Availability of Proxy Materials containing instructions on how to access our proxy statement for our 2019 annual meeting (the “Annual Meeting”)of stockholders and our 2019 annual report to stockholders.

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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
STOCKHOLDER MEETING TO BE HELD ON NOVEMBER 26, 2019

This proxy statement, the Notice of Annual Meeting of Stockholders, our form of proxy card and our 2019 annual report to stockholders are available for viewing, printing and downloading at Iproxydirect.com/orgs.To view these materials please have your 12-digit control number(s) available that appears on your Notice or proxy card.On this website, you can also elect to receive future distributions of our proxy statements and annual reports to stockholders by electronic delivery.

Additionally, you can find a copy of our Annual Report on Form 10-K, which includes our financial statements for the fiscal year ended November 30, 2018, on the website of the Securities and Exchange Commission, or the SEC, atwww.sec.gov,or in the “SEC Filings” section of the “Investors” section of our website athttps://www.orgenesis.com.You may also obtain a printed copy of our Annual Report on Form 10-K, including our financial statements, free of charge, from us by sending a written request to:Investor Relations, Orgenesis Inc., 20271 Goldenrod Lane, Germantown MD 208176. Exhibits will be provided upon written request and payment of an appropriate processing fee.

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IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

Why is the Company Soliciting My Proxy?

            Our board of directors is soliciting your proxy to vote at the 2019 annual meeting of stockholders to be held at the offices of Pearl Cohen Zedek Latzer Baratz, 1500 Broadway, New York, NY 10036, on October 23, 2018Tuesday, November 26, 2019, at 10:00 a.m. local time,EST and any adjournment thereof.adjournments or postponements of the meeting, which we refer to as the annual meeting. This proxy statement, along with the accompanying Notice of Annual Meeting of Stockholders, summarizes the purposes of the meeting and the information you need to know to vote at the annual meeting.

            We will bear the cost of soliciting proxies.

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

Why are you receiving these proxy materials?

Orgenesis has delivered printed versions of these materialshave made available to you by mailon the Internet or made them available electronically in connection withhave sent you this proxy statement, the solicitationNotice of proxiesAnnual Meeting of Stockholders, the proxy card and a copy of our Annual Report on behalfForm 10-K for the fiscal year ended November 30, 2018because you owned shares of its Boardour common stock on the record date. We intend to commence distribution of Directors (the “Board”) for use at its Annual Meeting. Thisthe Important Notice Regarding the Availability of Proxy Statement describesMaterials, which we refer to throughout this proxy statement as the matters on which you, as a stockholder, are entitled to vote. It also gives you information on these matters so that you can make an informed decision.

When will the Proxy StatementNotice, and, the form ofif applicable, proxy be first mailed to stockholders?

The Proxy Statement and the form of proxy are first being mailedmaterials to stockholders on or about ••, 2018.October 12, 2019.

What itemsWhy Did I Receive a Notice in the Mail Regarding the Internet Availability of Proxy Materials Instead of a Full Set of Proxy Materials?

            As permitted by the rules of the U.S. Securities and Exchange Commission, or the SEC, we may furnish our proxy materials to our stockholders by providing access to such documents on the Internet, rather than mailing printed copies of these materials to each stockholder. Most stockholders will not receive printed copies of the proxy materials unless they request them. We believe that this process should expedite stockholders’ receipt of proxy materials, lower the costs of the annual meeting and help to conserve natural resources. If you received the Notice by mail or electronically, you will not receive a printed or email copy of the proxy materials, unless you request one by following the instructions included in the Notice. Instead, the Notice instructs you as to how you may access and review all of the proxy materials and submit your proxy on the Internet. If you requested a paper copy of the proxy materials, you may authorize the voting of your shares by following the instructions on the proxy card, in addition to the other methods of voting described in this proxy statement.

Who May Vote?

            Only stockholders who owned our common stock at the close of business on September 27, 2019 are entitled to vote at the annual meeting. On this record date, there were 16,140,962 shares of our common stock outstanding and entitled to vote. Our common stock is our only class of voting stock.

            You do not need to attend the annual meeting to vote your shares. Shares represented by valid proxies, received in time for the annual meeting and not revoked prior to the annual meeting, will be voted on at the Annual Meeting?annual meeting. For instructions on how to change or revoke your proxy, see “May I Change or Revoke My Proxy?” below.

StockholdersHow Many Votes Do I Have?

            Each share of ourcommon stock that you own entitles you to one vote.

How Do I Vote?

            Whether you plan to attend the annual meeting or not, we urge you to vote by proxy. All shares represented by valid proxies that we receive through this solicitation, and that are not revoked, will votebe voted in accordance with your instructions on the following proposals atproxy card or as instructed via the Annual Meeting, ifInternet or telephone. You may specify whether your shares should be voted FOR or WITHHELD for each isnominee for director, and whether your shares should be voted for, against or abstain with respect to each of the other proposals. If you properly presented atsubmit a proxy without giving specific voting instructions, your shares will be voted in accordance with our board of directors’ recommendations as noted below. Voting by proxy will not affect your right to attend the meeting:annual meeting. If your shares are registered directly in your name through our stock transfer agent, Securities Transfer Corporation, or you have stock certificates registered in your name, you may vote:

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Telephone and Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. Eastern Time on November 25, 2019.

            If your shares are held in “street name” (held in the name of a bank, broker or other holder of record), you will receive instructions from the holder of record. You must follow the instructions of the holder of record in order for your shares to be voted. Telephone and Internet voting also will be offered to stockholders owning shares through certain banks and brokers. If your shares are not registered in your own name and you plan to vote your shares in person at the annual meeting, you should contact your broker or agent to obtain a legal proxy or broker’s proxy card and bring it to the annual meeting in order to vote.

How Does our board of directors Recommend That I Vote on the Proposals?

            Our board of directors recommends that you vote as follows:

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What are the Board’s voting recommendations?

The Board’s recommendation            If any other matter is set forth together with the description of each proposal in this Proxy Statement. In summary, the Board recommends a voteFOR Proposal Nos. 1, 2, 3, and 4.

Who is entitled to votepresented at the Annual Meeting?

Only stockholders of record at the close of business on the record date, August 24, 2018, may vote at the Annual Meeting. There were 14,988,948 shares of our common stock outstanding on August 24,2018. During the ten days before the Annual Meeting, you may inspect a list of stockholders eligible to vote at our corporate headquarters located at 20271 Goldenrod Lane, Germantown, Maryland 20876. If you would like to inspect the list, please call Neil Reithinger, the Company’s Secretary, at (480) 659-6404 to arrange a visit to our offices for the inspection. All stockholders are cordially invited to attend the Annual Meeting.

What are the voting rights of the holders of our common stock?

Each outstanding share of our common stock will be entitled to one vote on each matter considered at the Annual Meeting.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

Record Owners

Ifannual meeting, your shares are registered directly in your name with our transfer agent, Securities Transfer Corporation, you are the stockholder of record with respect to those shares, and the Proxy Statement and the form of proxy have been sent directly to you.

Beneficial Owners

Many stockholders hold their shares through a broker, trustee or other nominee, rather than directly in their own name. If your shares are held in a brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of shares held in “street name.” The Proxy Statement and the form of voting instruction card has been forwarded to you by your broker, trustee or other nominee who is considered, with respect to those shares, the stockholder of record.

As the beneficial owner, you have the right to direct your broker, trustee or other nominee on how to vote your shares. For directions on how to vote shares beneficially held in street name, please refer to the voting instruction card provided by your broker, trustee or other nominee. Because a beneficial owner is not the stockholder of record, you may not vote these shares in person at the Annual Meeting unless you obtain a legal proxy issued in your name from the broker, trustee or other nominee that holds your shares, giving you the right to vote the shares at the Annual Meeting.

Beneficial Owners and Broker Non-Votes

Brokers, trustees, or other nominees who hold shares in street name for customers have the discretion to vote those shares with respect to certain matters if they have not received instructions from the beneficial owners. Brokers, trustees, or other nominees will have this discretionary authority with respect to “routine” matters such as the ratification of the appointment of our independent registered public accounting firm, Kesselman & Kesselman, which is the only matter scheduled for this Annual Meeting for which such nominees have voting authority. However, brokers, trustees, or other nominees will not have this discretionary authority with respect to non-routine matters. The election of a director (Proposal No. 1), the approval of the Stockholders’ Agreement Terms and the potential exercise by GPP-II of its rights under the Stockholders’ Agreement (as described in this Proxy Statement) (Proposal No. 2), the approval of the potential future issuance of the Company’s common stock upon the exercise of an option by GPP-II to exchange Masthercell Global Preferred Stock pursuant to the terms of the Stockholders’ Agreement without the need for any limitation or cap on issuances as required by and in accordance with Nasdaq Listing Rule 5635 (Proposal No. 3) are each a “non-routine” matter for which discretionary voting power does not exist under applicable rules. A broker, trustee or other nominee cannot vote without instructions on non-routine matters, and therefore, broker non-votes may exist in connection with Proposal No. 1, Proposal No. 2, and/or Proposal No. 3. Thus, if you hold your shares beneficially in street name and you do not instruct your broker, trustee or other nominee how to vote with respect to Proposal No. 1, Proposal No. 2,and/or Proposal No. 3, no votes will be cast on your behalf. We encourage you to provide instructions to your bank, brokerage firm, or other nominee by voting your proxy. This action ensuresprovides that your shares will be voted by the proxy holder listed in the proxy in accordance with your wisheshis or her best judgment. At the time this proxy statement was first made available, we knew of no matters that needed to be acted on at the Annual Meeting.annual meeting, other than those discussed in this proxy statement.

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How CanMay I Vote?Change or Revoke My Proxy?

If you are a record holder, meaninggive us your shares are registered in your name and not in the name of a broker, trustee or other nominee,proxy, you may votechange or submit a proxy:

• Vote by Internet. If you have Internet access, you may access iproxydirect.com/ORGS and follow the instructions set forth on the proxy card. You must have your proxy card available when you vote by internet and use the Control ID and Request ID that are shown on your proxy card. You can use the Internet to transmit your voting instructions up until 11:59 P.M. Eastern Time on October 22, 2018. Internet voting is available 24 hours a day. Your shares will be voted according to your instructions.

• Vote by Telephone. You may call toll-free 1-866-752-8683 in the United States, or (919) 648- 1773 from foreign countries from any touch-tone telephone and follow the instructions. You must have your proxy card available when you call and use the Control ID and Request ID that are shown on your proxy card. You may transmit your voting instructions from any touch-tone telephone up until 11:59 P.M. Eastern Time on October 22, 2018. Telephone voting is available 24 hours a day. Your shares will be voted according to your instructions.

• Vote by Fax. You can also vote by fax by faxing to the fax number provided on the Internet link on your proxy card and following the instructions set forth on the proxy card. You must have your proxy card available when you fax and use the Control ID and Request ID that are shown on your proxy card. You may transmit your voting instructions from by fax up until 11:59 P.M. Eastern Time on October 22, 2018. Fax voting is available 24 hours a day. Your shares will be voted according to your instructions.

• Vote by Mail. If you received a printed copy of your proxy card, you can vote by marking, dating and returning it in the postage-paid envelope provided. Please promptly mail your proxy card to ensure that it is received prior to the closing of the polls at the Annual Meeting. Unsigned proxy cards will not be voted. Your shares will be voted according to your instructions.

• In Person at the Meeting. If you attend the Annual Meeting, you may deliver a completed and signed proxy card in person or you may vote by completing a ballot, which we will provide to you at the Annual Meeting.

How can you attend the Annual Meeting?

The Annual Meeting will be held on October 23, 2018, beginning at 10:00 a.m. Eastern Time, at the offices of Pearl Cohen Zedek Latzer Baratz, 1500 Broadway, New York, NY 10036. Information on how to vote in person at the Annual Meeting is discussed above under the caption “How can you vote?” Each stockholder who wishes to attend the Annual Meeting will be required to present valid government-issued photo identification to be admitted to the Annual Meeting.

Can you change your vote or revoke your proxy?

If you have signed and returned the enclosed proxy card, you may revoke it at any time before it is voted by: (i) submitting to us a properly executedthe annual meeting. You may change or revoke your proxy bearing a later date; (ii) submitting to us a written revocationin any one of the following ways:

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            Your most current vote, whether by telephone, Internet or (iii) voting in person atproxy card is the Annual Meeting.

If you are the beneficial owner of shares held in street name, you must submit new voting instructions to your broker, trustee, or other nominee in accordance with the instructions you have received from them.

The last proxy or voteone that we receive from you will be the vote that is counted.

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What is a proxy?

A proxy is a person you appoint to vote on your behalf. By using any of the methods discussed above, you will be appointing as your proxies Vered Caplan and Neil Reithinger.Reithinger as your proxies. They may act together or individually on your behalf, and will have the authority to appoint a substitute to act as proxy. If you are unable to attend the Annual Meeting, please use the means available to you to vote by proxy so that your shares of common stock may be voted.

HowWhat if I Receive More Than One Notice or Proxy Card?

            You may receive more than one Notice or proxy card if you hold shares of our common stock in more than one account, which may be in registered form or held in street name. Please vote in the manner described above under “How Do I Vote?” for each account to ensure that all of your shares are voted.

Will My Shares be Voted if I Do Not Vote?

            If your shares are registered in your name or if you have stock certificates, they will not be counted if you do not vote as described above under “How Do I Vote?” If your proxyshares are held in street name and you do not provide voting instructions to the bank, broker or other nominee that holds your shares as described above, the bank, broker or other nominee that holds your shares has the authority to vote your shares?

The persons acting as proxies pursuant tounvoted shares only on the proxy card will vote the shares represented as directed in the signed proxy card. Unless otherwise directed in the proxy card, the proxy holders will vote the shares represented by the proxy card: (i)FOR the election of the five director nominees named in this Proxy Statement (Proposal No. 1); (ii)FOR approval of the Stockholders’ Agreement Terms and the potential exercise by GPP-II of its rights under the Stockholders’ Agreement, each as described in the Proxy Statement (Proposal No. 2); (iii) FORapproval of the potential future issuance of the Company’s common stock upon the exercise of an option by GPP-II to exchange Masthercell Global Preferred Stock pursuant to the terms of the Stockholders’ Agreement without the need for any limitation or cap on issuances as required by and in accordance with Nasdaq Listing Rule 5635 (Proposal No. 3); (iv)FOR ratification of the appointment of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, as theour independent registered public accounting firm (Proposal 4 of this proxy statement) without receiving instructions from you. Therefore, we encourage you to audit our financial statements forprovide voting instructions to your bank, broker or other nominee. This ensures your shares will be voted at the fiscal year ending November 30, 2018 (Proposal No. 4);annual meeting and (v)FOR in the proxy holders’ discretion, on any other business that may come properly before the Annual Meeting and any adjournment or postponement thereof.

What constitutes a quorum?

manner you desire. A quorum“broker non-vote” will be present at the Annual Meetingoccur if holders of one-third of the shares of common stock outstanding on the record date are represented at the Annual Meeting in person or by proxy. A quorum is necessary in order to conduct the Annual Meeting. If you choose to haveyour broker cannot vote your shares represented by proxy at the Annual Meeting,on a particular matter because it has not received instructions from you will be considered part of the quorum. Broker non-votes and abstentions will be counted as present for the purpose of establishing a quorum. If a quorum isdoes not present at the Annual Meeting, the stockholders present in personhave discretionary voting authority on that matter or by proxy may adjourn the meeting to a date when a quorum is present. If an adjournment is for more than thirty days or a new record date is fixed for the adjourned meeting, we will provide notice of the adjourned meeting to each stockholder of record entitledbecause your broker chooses not to vote at the Annual Meeting.on a matter for which it does have discretionary voting authority.

What voteVote is requiredRequired to approve each matterApprove Each Proposal and howHow are votes counted?Votes Counted?

Assuming the presence of a quorum at the Annual Meeting:

• The election of a director requires a plurality of the votes of the shares cast in person or represented by proxy at the Annual Meeting (Proposal No. 1). Accordingly, the directorships to be filled at the Annual Meeting will be filled by the five nominees receiving the highest number of votes cast “FOR” such nominee. In the election of a director, votes may be cast in favor of or withheld with respect to the nominee; votes that are withheld and broker non-votes will be excluded entirely from the vote and will therefore have no effect on the outcome of the vote.

• The approval of the Stockholders’ Agreement Terms, and the potential exercise by GPP-II of its rights under the Stockholders’ Agreement requires the affirmative vote of the holders of a majority of the shares present in person or represented by proxy at the Annual Meeting (Proposal No. 2). Abstentions and broker non-votes will have no effect on determining whether the affirmative vote constitutes a majority of the votes of the shares present in person or represented by proxy at the Annual Meeting.

• The approval of the potential future issuance of the Company’s common stock upon the exercise of an option by GPP-II to exchange Masthercell Global Preferred Stock pursuant to the terms of the Stockholders’ Agreement without the need for any limitation or cap on issuances as required by and in accordance with Nasdaq Listing Rule 5635 requires the affirmative vote of the holders of a majority of the shares present in person or represented by proxy at the Annual Meeting (Proposal No. 3). Abstentions and broker non-votes will have no effect on determining whether the affirmative vote constitutes a majority of the votes of the shares present in person or represented by proxy at the Annual Meeting.

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• The ratification of the appointment of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, as the Company’s independent registered public accounting firm for the fiscal year ending November 30, 2018 requires the affirmative vote of the holders of a majority of the shares present in person or represented by proxy at the Annual Meeting (Proposal No. 4). Abstentions and broker non-votes will have no effect on determining whether the affirmative vote constitutes a majority of the votes of the shares present in person or represented by proxy at the Annual Meeting.

Who counts the votes?

We have engaged Issuer Direct Corporation (“ISD”) as our independent agent to tabulate stockholder votes. If you are a stockholder of record, and you choose to vote over the Internet, by telephone or fax, ISD will access and tabulate your vote electronically, and if you choose to sign and mail your proxy card, your executed proxy card is returned directly to ISD for tabulation. As noted above, if you hold your shares through a broker, your broker (or its agent for tabulating votes of shares held in street name, as applicable) returns one proxy card to ISD on behalf of all its clients.

Why areIs Voting Confidential?

            We will keep all the proxies, ballots and voting tabulations private. We only let our Inspectors of Election, Issuer Direct Corporation,examine these documents. Management will not know how you being asked to ratify the appointment of Kesselman & Kesselman as our independent registered public accounting firm?

Although stockholder approval of the Audit Committee’s selection of Kesselman & Kesselman as our independent registered public accounting firm is not required, we believe thatvoted on a specific proposal unless it is advisablenecessary to give stockholders an opportunitymeet legal requirements. We will, however, forward to ratify this selection. If this Proposal No. 4 is not approved atmanagement any written comments you make on the Annual Meeting,proxy card or that you otherwise provide.

Where Can I Find the Audit Committee has agreed to reconsider its selectionVoting Results of Kesselman & Kesselman, but will not be required to take any action.

Are there other matters to be voted on at the Annual Meeting?

We do not know of any other matters that may come before the Annual Meeting other than the aforementioned matters. If any other matters are properly presented to the Annual Meeting, the persons named as proxies in the proxy card intend to vote or otherwise act in accordance with their judgment on the matter.

Where can you find the            The preliminary voting results?

Voting results will be reportedannounced at the annual meeting, and we will publish preliminary, or final results if available, in a currentCurrent Report on Form 8-K within four business days of the annual meeting. If final results are unavailable at the time we file the Form 8-K, then we will file an amended report on Form 8-K which we will file withto disclose the SECfinal voting results within four business days followingafter the Annual Meeting.final voting results are known.

Who is soliciting proxies, how are they being solicited, and who paysWhat Are the cost?Costs of Soliciting these Proxies?

The solicitation of proxies is being made on behalf of our Board and we            We will pay the expensesall of the preparationcosts of soliciting these proxies. Our directors and employees may solicit proxies in person or by telephone, fax or email. We will pay these employees and directors no additional compensation for these services. We will ask banks, brokers and other institutions, nominees and fiduciaries to forward these proxy materials to their principals and the solicitation of proxiesto obtain authority to execute proxies. We will then reimburse them for their expenses.

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What Constitutes a Quorum for the Annual Meeting. In additionMeeting?

            The presence, in person or by proxy, of the holders of one-third of the shares of common stock outstanding on the record date entitled to vote at the annual meeting is necessary to constitute a quorum at the annual meeting. Votes of stockholders of record who are present at the annual meeting in person or by proxy, abstentions, and broker non-votes are counted for purposes of determining whether a quorum exists.

Attending the Annual Meeting

            The annual meeting will be held at 10:00 a.m. ESTon Tuesday, November 26, 2019 at the offices of Pearl Cohen Zedek Latzer Baratz, 1500 Broadway, New York, NY 10036. When you arrive at 1500 Broadway, New York, NY 10036, signs will direct you to the solicitationappropriate meeting rooms. You need not attend the annual meeting in order to vote. See “How Do I Vote?” above for more information.

Householding of proxies by mail, solicitationAnnual Disclosure Documents

            Some brokers or other nominee record holders may be made by certainsending you, a single set of our directors, officersproxy materials if multiple Orgenesis stockholders live in your household. This practice, which has been approved by the SEC, is called “householding.” Once you receive notice from your broker or employeesother nominee record holder that it will be “householding” our proxy materials, the practice will continue until you are otherwise notified or until you notify them that you no longer want to participate in the practice. Stockholders who participate in householding will not receive additional compensation for those services, telephonically, electronically or by other means of communication.continue to have access to and utilize separate proxy voting instructions.

            We will reimburse brokers and other nominees for costs incurred by them in mailingpromptly deliver a separate copy of our Notice or if applicable, our proxy materials to beneficial owners in accordance with applicable rules.

Who is our independent registered public accounting firm, and will they be represented at the Annual Meeting?

Kesselman & Kesselman served as our independent registered public accounting firm for the fiscal year ended November 30, 2017 and audited our financial statements for such year. We do not expect that any representatives of Kesselman & Kesselman will be available at the Annual Meeting. They will have an opportunity to make a statement, if they desire, and will be available to answer appropriate questions after the Annual Meeting.

What is “householding” and where can you obtain additional copies of the proxy materials?

For information about householding and how to request additional copies of proxy materials, please see the section captioned ‘“HOUSEHOLDING” OF PROXY MATERIALS’.

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Who can you contact if you have other questions about the Annual Meeting or voting?

You may contact the Company by writing towrite at: Investor Relations, Orgenesis Inc., 20271 Goldenrod Lane, Germantown MD 20876, Attn: Secretary,208176, or by calling the Secretary of the Companycall us at (480) 659-6407.

What should I do if I659-6404. If you want to receive more than oneyour own set of our proxy materials?

Ifmaterials in the future or, if you share an address with another stockholder and together both of you would like to receive more than oneonly a single set of proxy materials, you should contact your broker or other nominee record holder directly or you may contact us at the above address and phone number.

Electronic Delivery of Company Stockholder Communications

            Most stockholders can elect to view or receive copies of future proxy materials over the Internet instead of receiving paper copies in the mail.

            You can choose this option and save us the cost of producing and mailing these documents by:

            [   ]   following the instructions provided on your Notice or proxy card;

            [   ]   following the instructions provided when you vote over the Internet; or

            [   ]   going to Issuerdirect.com/orgs and following the instructions provided.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

            The following table sets forth certain information with respect to the beneficial ownership of our common stock as of September 20, 2019 for (a) the executive officers named in the Summary Compensation Table on page 19 of this proxy statement, (b) each of our directors and director nominees, (c) all of our current directors and executive officers as a group and (d) each stockholder known by us to own beneficially more than 5% of our common stock. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. We deem shares of common stock that may be acquired by an individual or group within 60 days of September 20, 2019 pursuant to the exercise of options or warrants to be outstanding for the purpose of computing the percentage ownership of such individual or group, but those shares are likely registerednot deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in more than one namethe table. Except as indicated in footnotes to this table, we believe that the stockholders named in this table have sole voting and investment power with respect to all shares of common stock shown to be beneficially owned by them based on information provided to us by these stockholders. Percentage of ownership is based on 16,140,962 shares of common stock outstanding on September 20, 2019.

Security Ownership of 5% or brokerage account. Please follow the voting instructions on each proxy or voting instruction card that you receive to ensure that allGreater Beneficial Owners

Security Ownership of your shares are voted.Directors and Executive Officers

ELECTION OF DIRECTORS9

Notes:

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MANAGEMENT AND CORPORATE GOVERNANCE

The persons named belowOur board of directors

     On September 23, 2019, our board of directors accepted the recommendation of the Nominating and Corporate Governance committee and voted to nominate Vered Caplan, Guy Yachin, David Sidransky, Yaron Adler and Ashish Nanda for election at the annual meeting to serve until the 2020 annual meeting of stockholders, and until their respective successors have been duly elected and qualified.

     Set forth below are the names of the persons nominated for election as directors, by the Board. If elected, each nominee will hold office until the 2019 Annual Meeting of the stockholders or until his or her successor is duly elected and qualified.

The election of a director requires a plurality of the votes of the shares cast in person or represented by proxy at the Annual Meeting. Accordingly, the directorships to be filled at the Annual Meeting will be filled by the five nominees receiving the highest number of votes cast “FOR” such nominee. In the election of a director, votes may be cast in favor of or withheld with respect to the nominee; votes that are withheld and broker non-votes will be excluded entirely from the vote and will therefore have no effect on the outcome of the vote.

It is the intention of the persons namedtheir ages, their offices in the proxy to voteFOR the election of the five persons named in the table below as directors of the Company, unless authority to do so is withheld. Each of the nominees has agreed to be named and to serve, and we expect each nominee to be able to serve if elected. If events not now known or anticipated make any, of the nominees unwilling or unable to serve, the proxy will be voted (in the discretion of the persons named therein) for other nominees not named herein in lieu of those unwilling or unable to serve. The Board is not aware of any circumstances likely to cause any nominee to become unavailable for election.

The following table sets forth the name, age, the position they hold, and the year in which they began serving as a Director of the Company for each director nominee:

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BOARD RECOMMENDATION

THE BOARD UNANIMOUSLY RECOMMENDS A VOTEFOR THE ELECTION AS DIRECTORS OF ALL OF THE ABOVE NOMINEES FOR THE DIRECTORS AND PROXIES THAT ARE RETURNEDWILL BE SO VOTED UNLESS OTHERWISE INSTRUCTED.

The business experience,their principal occupations andor employment as well as the periods of service, of each of the Company’s directors duringfor at least the lastpast five years, arethe length of their tenure as directors and the names of other public companies in which such persons hold or have held directorships during the past five years. Additionally, information about the specific experience, qualifications, attributes or skills that led to our board of directors’ conclusion at the time of filing of this proxy statement that each person listed below should serve as a director is set forth below.below:

  Our board of directors has reviewed the materiality of any relationship that each of our directors has with Orgenesis, either directly or indirectly. Based upon this review, our board of directors has determined that the following members of our board of directors are “independent directors” as defined by The Nasdaq Stock Market: Dr. Sidransky, and Messrs. Yachin, Adler and Nanda.

Vered Caplan has served as the – Chief Executive Officer and Chairperson of the Board andof Directors

     Ms. Caplan has served as our Chief Executive Officer (“CEO”) and Chairperson of the board of directors since August 14, 2014, prior to which she wasserved as Interim President and Chief Executive Officer sinceCEO commencing on December 23, 2013. She joined our Boardboard of directors in February 2012. She also currently serves as a director of Masthercell Global Inc. (since June 2018), Atvio Biotech Ltd. (since July 2016), MaSTherCell S.A. (since March 2015) and Nehora Photonics Ltd. (since May 2008). From March 2014 to January 2016, Ms. Caplan was a director of Peak Pharmaceuticals, Inc. From 2008 to 2014, Ms. Caplan was Chief Executive Officer of Kamedis Ltd. From April 2012 to October 2012, Ms. Caplan was a director of Mabcure. From May 2008 to July 2014, Ms. Caplan was a director of Eve Medical Systems Ltd. From 2004 to 2007, Ms. Caplan was Chief Executive Officer of GammaCan International Inc. Ms. Caplan hasholds a M.Sc. in biomedical engineering from Tel Aviv University specializing in signal processing; management for engineers from Tel Aviv University specializing in business development; and a B.Sc. in mechanical engineering from the Technion –Technion– Israel Institute of Technology (“Technion”) specialized in software and cad systems.

     We believe that Ms. Caplan’s significant experience relating to our industry and a deep knowledge of our business, based on her many years of involvement with the Company, makes her desirable to serve as a director of the Company.

Guy Yachin – Director

Mr. Yachin has served as a director since his appointment on April 2, 2012. Mr. Yachin has served as the President and Chief Executive OfficerCEO of Serpin Pharma, a clinical stage Virginia-based company focused on the development of anti-inflammatory drugs, since April 2013. He served asMr. Yachin is the Chief Executive OfficerCEO of Oasis Management, a Maryland-based consulting company, since 2010. Mr. Yachin is the CEO of NasVax Ltd., a company focused on the development of improved immunotherapeutics and vaccines, from October 2011 to March 2013.vaccines. Prior to joining NasVax, Mr. Yachin served from January 2008 to September 2011 as Chief Executive OfficerCEO of MultiGene Vascular Systems Ltd., a cell therapy company focused on blood vessels disorders, leading the company through clinical studies in the U.S. and Israel, financial rounds, and a keystone strategic agreement with Teva Pharmaceuticals Industries Ltd. He was aCEO and founder and served as Chief Executive Officer from April 2001 to July 2007 of Chiasma Inc., a biotechnology company focused on the oral delivery of macromolecule drugs, where he built the company’s presence in Israel and the U.S., concluded numerous financial rounds, and guided the company’s strategy and operation for over six years. From January 1997 to March 2001Earlier, he served as Chief Executive Officerwas CEO of Naiot Technological Center Ltd., and provided seed funding and guidance to more than a dozen biomedical startups such as Remon Medical Technologies Ltd., Enzymotec Ltd. and NanoPass Technologies Ltd. He holds a BSc. in Industrial Engineering and Management and an MBA from the Technion – Israel Institute of Technology. From March 2014 to April 2016, Mr. Yachin served on the board of Peak Pharmaceuticals, Inc. from March 2014 to April 2016.

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We believe Mr. Yachin is qualified to serve on our Boardboard of Directorsdirectors because of his education, experience within the life science industry and his business acumen in the public markets.

Dr. David Sidransky – Director

     Dr. Sidransky has served as a director since his appointment on July 18, 2013. Dr. Sidransky is a renowned oncologist and research scientist named and profiled by TIME magazine in 2001 as one of the top physicians and scientists in America, recognized for his work with early detection of cancer. Since 1994, Dr. Sidransky has been the Director of the Head and Neck Cancer Research Division at Johns Hopkins University School of Medicine’s Department of Otolaryngology and Professor of Oncology, Cellular & Molecular Medicine, Urology, Genetics, and Pathology at the John Hopkins University School of Medicine. Dr. Sidransky is one of the most highly cited researchers in clinical and medical journals in the world in the field of oncology during the past decade, with over 460 peer reviewed publications. Dr. Sidransky is a founder of a number of biotechnology companies and holds numerous biotechnology patents. From January 2005 to October 2008, Dr. Sidransky has served as Vice Chairman of the board of directors, and was, until the merger with Eli Lilly, a director of ImClone Systems, Inc., a global biopharmaceutical company committed to advancing oncology care, until the merger with Eli Lilly in October 2008.care. He is serving, or has served on, the scientific advisory boards of MedImmune, LLC, F. Hoffmann-La Roche, AG (Roche), Amgen Inc. and Veridex, LLC (a Johnson & Johnson diagnostic company), among others and has servedis currently on the board of Directors of Galmed Pharmaceuticals Ltd. since July 2014 and Rosetta Genomics Ltd. from December 2009 to November 2017 and has chairedchairs the boardsboard of directors of Advaxis Inc. since July 2013 and Champions Oncology, Inc. from October 2007 to November 2016 and has served as Lead Director of Champions Oncology, Inc. since November 2016.Dr. Sidransky served as Director from 2005 until 2008 of the American Association for Cancer Research (AACR). HeIn 2006 and 2007, he was the chairperson of AACR International Conferences during the years 2006 and 2007 on Molecular Diagnostics in Cancer Therapeutic Development: Maximizing Opportunities for Personalized Treatment. Dr. Sidransky is the recipient of a number of awards and honors, including the 1997 Sarstedt International Prize from the German Society of Clinical Chemistry, the 1998 Alton Ochsner Award Relating Smoking and Health by the American College of Chest Physicians, and the 2004 Richard and Hinda Rosenthal Award from the American Association of Cancer Research. Dr. Sidransky received his BS in Chemistry from Brandies University and his medical degree from Baylor College of medicine where he also completed his residency in internal medicine. His specialty in Medical Oncology was completed at Johns Hopkins University and Hospital.

We believe Mr.Dr. Sidransky is qualified to serve on our Boardboard of Directorsdirectors because of his education, medical background, experience within the life science industry and his business acumen in the public markets.

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Yaron Adler – Director

     Mr. Adler has served as a director since his appointment on April 17, 2012. Mr. Adler is the chairman of ExitValley Ltd., an equity-based crowdfunding platform, since April 2014 and the co-founder of a startup incubator, We Group Ltd. In 1999, Mr. Adler co-founded IncrediMail Ltd. and served as its Chief Executive OfficerCEO until 2008 and President until 2009. In 1999, prior to founding IncrediMail, Mr. Adler consulted Israeli startup companies regarding Internet products, services and technologies. Mr. Adler served as a Product Managerproduct manager from 1997 to 1999, and as a software engineer from 1994 to 1997, at Tecnomatix Technologies Ltd., a software company that develops and markets production engineering solutions to complex automated manufacturing lines that fill the gap between product design and production, and which was acquired by UGS Corp. in April 2005. In 1993, Mr. Adler held a software engineer position at Intel Israel Ltd. He has a B.A. in computer sciences and economics from Tel Aviv University.

     We believe Mr. Adler is qualified to serve on our Boardboard of Directorsdirectors because of his education, success with early-stage enterprises and his business acumen in the public markets.

Ashish Nanda – Director

     Mr. Nanda has served as a director since his appointment on February 22, 2017. Since 1990,1998, Mr. Nanda has been the Managing Director of Innovations Group, one of the largest outsourcing companies in the financial sector that employs close to 14,000 people working across various financial sectors. Prior to that, fromSince 1992, Mr. Nanda has served as the Managing Partner of Capstone Insurance Brokers LLC and, since 2009, has served as Managing Partner of Dive Tech Marine Engineering Services L.L.C. From 1991 to 1994, Mr. Nanda held the position of Asst. Manager Corporate Banking at Emirates Banking Group where he was involved in establishing relationshiprelationships with business houses owned by UAEUnited Arab Emirates nationals and expatriates in order to set up banking limits and also where he managed portfolios of USD $26 billion. Mr. Nanda holds a Chartered Accountancy from the Institute of Chartered Accountants from India.

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 We believe that Mr. Nanda is qualified to serve on our Boardboard of directors because of his business experience and strategic understanding of advancing the valuation of companies in emerging industries.

     There are no family relationships between any of the executive officers or directors or any other person nominated or chosen to become an executive officer or a director. Pursuant to an agreement entered into between the Companyus and Image Securities FZCfzc. (“Image”), Imagefor so long as Image’s ownership of our company is 10% or greater, it was granted the right to nominate a director to the Company’s Boardour board of Directors. See the Private Placement Subscription Agreement dated January 26, 2017 between Orgenesis Inc. and Image Securities FZC, included as an exhibit on our Quarterly Report for the period ended February 28, 2017, filed on April 19, 2017.directors. Mr. Nanda is beingwas nominated for a directorship at the Annual Meeting2017 annual meeting in compliance with our contractual undertakings.

EXECUTIVE OFFICERS

The executive officers of the Company are responsible for the day-to-day management of the Company. The following table lists the names and positionsCommittees of our executive officers.

The biographical information for Ms. Caplan is included above.

The biographical information for each of Dr. Bedoret, Ms. Ferber and Mr. Reithinger is set forth below.

Dr. Denis Bedoret has served as General Manager of MaSTherCell, S.A. (“Masthercell Belgium”), our subsidiary, since July 6, 2017. Dr. Bedoret joined Masthercell Belgium in October 2016 as Chief Business and Administration Officer. Prior to joining Masthercell Belgium, from January 2014 to September 2016, he held the position of Chief Operations Officer at Quality Assistance, a leading European analytical contract research organization where he was also member of the board of directors. Between September 2011directors and January 2014, Dr. Bedoret served as an Engagement Manager at McKinsey & Company, focusing on bio-pharmaceutical projects. Through those experiences, he gained a strong expertise in biologicals, FDA and EMA regulations, as well as team management. He holds a degree in Veterinary Medicine, a Ph.D. in Life Sciences from ULg and a post-doctorate degree in Immunology from Harvard Medical School.Meetings

Prof. Sarah FerberMeeting Attendance. has served as our Chief Scientific Officer since February 2, 2012. Prof. Ferber studied biochemistry at the Technion under the supervision of Professor Avram Hershko and Professor Aharon Ciechanover, winners of the Nobel Prize in Chemistry in 2004. Prof. Sarah Ferber received TEVA, LINDNER, RUBIN and WOLFSON awards for this research. Prof. Ferber’s research work has been funded over the past 15 years by the JDRF, the Israel Academy of Science Foundation (ISF), BIODISC and DCure.

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Neil Reithinger was served as our Chief Financial Officer, Secretary and Treasurer since August 1, 2014. Mr. Reithinger is the Founder and has served as President of Eventus Advisory Group, LLC, a private, Chief Financial Officer-services firm incorporated in Arizona, which specializes in capital advisory and SEC compliance for publicly-traded and emerging growth companies, since December 2009. He has also served as the President of Eventus Consulting, P.C., a registered CPA firm in Arizona, since January 2012. Prior to forming Eventus, Mr. Reithinger served as Chief Operating Officer & Chief Financial Officer from March 2009 to December 2009 of New Leaf Brands, Inc., a branded beverage company, Chief Executive Officer of Nutritional Specialties, Inc. from April 2007 to October 2009, a nationally distributed nutritional supplement company that was acquired by Nutraceutical International, Inc., Chairman, Chief Executive Officer, President and director of Baywood International, Inc. from January 1998 to March 2009, a publicly-traded nutraceutical company and Controller of Baywood International, Inc. from December 1994 to January 1998. Mr. Reithinger earned a B.S. in Accounting from the University of Arizona and is a Certified Public Accountant. He is a Member of the American Institute of Certified Public Accountants and the Arizona Society of Certified Public Accountants.

There are no family relationships between the executive officers and directors of the Company.

INFORMATION ABOUT THE COMPENSATION OF OUR DIRECTORS

Director Compensation

The following table sets forth for each director certain information concerning his or her compensation forDuring the fiscal year ended November 30, 2017:

All directors receive reimbursement for reasonable out of pocket expenses in attending Board2018 there were 3 meetings and for participating in our business.

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On February 2, 2012, we entered into a compensation agreement with Ms. Caplan (the “Caplan Compensation Agreement”). Pursuant to the Caplan Compensation Agreement, Ms. Caplan serves as a member of the Board for a gross salary of NIS (Israeli Shekel) 10,000 per month, which is approximately $2,739.

On April 2, 2012, we entered into an agreement with Mr. Yachin to serve as a member of the Board for consideration of $2,500 per month and an additional payment for every Board meeting at the rate of $300 for the first hour of attendance and $200 for each additional hour or portion of an hour.

On April 17, 2012, we entered into an agreement with Mr. Adler to serve as a member of our Board. In consideration for Mr. Adler’s services, we pay for his attendance at Board meetings atboard of directors, and the rate of $300 for the first hour of attendance and $200 for each additional hour or portion of an hour.

On July 17, 2013 we entered into an agreement with Dr. Sidransky to serve as a membervarious committees of our Board. In consideration for Dr. Sidransky’s services, we pay for his attendance at Board meetings at the rateboard of $300 for the first hourdirectors met a total of attendance and $200 for each additional hour or portion of an hour.

On June 18, 2015, we entered into an agreement with Mr. Bultot to serve as a member of our Board. In consideration for Mr. Bultot’s services, we agreed to pay for his attendance at Board meetings at the rate of $300 for the first hour of attendance and $200 for each additional hour or portion of an hour. Mr. Bultot resigned as a11 times. No director effective April 25, 2018.

Compensation Policy for Non-Employee Directors.

Under the compensation policy for non-employee directors adopted by the Board on March 5, 2017, effective as of March 13, 2018, and intended to replace the non-employee director compensation terms discussed above, each director will receive annual cash compensation of $30,000 and the Chairperson and Vice Chairperson will be paid an additional $15,000 per annum. Each committee member will be paid an additional $7,500 per annum and each committee chairman is to receive $15,000 per annum. Cash compensation will be made on a quarterly basis.

All newly appointed directors also receive options to purchase up to 6,250 shares of the Company’s common stock. All directors are entitled on an annual grant of options to purchase up to 12,500 shares of the Company’s common stock, each committee member is entitled to an additional annual option to purchase up to 1,250 shares of the Company’s common stock and each committee chairperson is entitled to an additional annual option to purchase up to 2,083 shares of the Company’s common stock. In all cases, the options are granted at a per share exercise price equal to the closing price of the Company’s publicly traded stock on the date of grant and the vesting schedule is determined by the Compensation Committee at the time of grant. All of the foregoing share amounts have been adjusted to post-split amounts. Once the new policy became effective, such policy replaced the compensation then paid to the directors.

CORPORATE GOVERNANCE

Director Independence

Our Board is comprised of a majority of independent directors. In determining director independence, the Company uses the definition of independence in Rule 5605(a)(2) of the listing standards of The Nasdaq Stock Market.

The Board has concluded that each of Dr. Sidransky, and Messrs. Yachin, Adler and Nanda is “independent” based on the listing standards of the Nasdaq Stock Market, having concluded that any relationship between such director and the Company, in its opinion, does not interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

The Board has also concluded that the directors serving on the Audit Committee, namely Dr. Sidransky, and Messrs. Yachin and Adler are “independent” based on the independence standard of the Nasdaq Stock Market applicable to directors serving on audit committees.

Code of Business Conduct and Ethics

The Board has adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Copies of our code of business conduct and ethics are available, without charge, upon request in writing to Orgenesis Inc., 20271 Goldenrod Lane, Germantown, MD, 20876, Attn: Secretary and are posted on the investor relations section of our website, which is located at www.orgenesis.com. The inclusion of our website address in this prospectus does not include or incorporate by reference the information on our website into this prospectus. We also intend to disclose any amendments to the Code of Business Conduct and Ethics, or any waivers of its requirements, on our website.

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BOARD OF DIRECTORS AND COMMITTEES

The Board met formally four times during the fiscal year ended November 30, 2017. No directors who served during 2017 attended fewer than 75% of the total number of meetings of the Board orour board of thedirectors and of committees of the Boardour board of directors on which such director was a member.

The Boardhe or she served during fiscal 2018. Our board of directors does not have a formal policy with respect to Board members of our board of directors’ attendance at annual stockholder meetings, although it encourages directors to attend such meetings. One Board member was1 director attended our annual meeting of stockholders held in attendance2018.

Audit Committee.Our Audit Committee (“Audit Committee”) met nine times during fiscal 2018. This committee currently has three members, Dr. Sidransky and Messrs. Adler and Yachin. Our Audit Committee’s role and responsibilities are set forth in the Audit Committee’s written charter and include the authority to retain and terminate the services of our independent registered public accounting firm. In addition, the Audit Committee reviews annual financial statements, considers matters relating to accounting policy and internal controls and reviews the scope of annual audits. All members of the Audit Committee satisfy the current independence standards promulgated by the Securities and Exchange Commission and by The Nasdaq Stock Market, as such standards apply specifically to members of audit committees. Our board of directors has determined that Dr. Sidransky is an “audit committee financial expert,” as the Securities and Exchange Commission has defined that term in Item 407 of Regulation S-K. Please also see the report of the Audit Committee set forth elsewhere in this proxy statement.

     A copy of the Audit Committee’s written charter is publicly available on the investor relations section of our website, which is located athttp://www.orgenesis.com.

Compensation Committee.Our Compensation Committee (“Compensation Committee”) acted by unanimous written consent or met one time during fiscal 2018. This committee currently has three members, Dr. Sidransky and Messrs. Adler and Yachin. Our Compensation Committee’s role and responsibilities are set forth in the 2017 Annual Meeting.Compensation Committee’s written charter and includes reviewing, approving and making recommendations regarding our compensation policies, practices and procedures to ensure that legal and fiduciary responsibilities of our board of directors are carried out and that such policies, practices and procedures contribute to our success. Our Compensation Committee also administers our stock and incentive compensation plans. The Compensation Committee is responsible for the determination of the compensation of our chief executive officer, and shall conduct its decision making process with respect to that issue without the chief executive officer present. All members of the Compensation Committee qualify as independent under the definition promulgated byThe Nasdaq Stock Market.

     The Compensation Committee is responsible for approving issuances of all compensatory options from the available pool in the amounts and vesting terms that may be presented by the executive officers of the Company from time-to-time. The Compensation Committee does not delegate its authority in such matters.

     A copy of the Compensation Committee’s written charter is publicly available on the investor relations section of our website, which is located athttp://www.orgenesis.com.

Nominating and Corporate Governance Committee.Our Nominating and Corporate Governance Committee (“Nominating Committee”) acted by unanimous written consent or held one meeting in fiscal 2018 and has three members, Messrs. Sidransky, Adler and Yachin. Our board of directors has determined that Messrs. Sidransky, Adler and Yachin qualify as independent under the definition promulgated by The Nasdaq Stock Market. The Nominating Committee’s responsibilities are set forth in the Nominating Committee’s written charter and include assisting our board of directors in:

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While the Nominating and Corporate Governance Committee has not yet established a formal policy with respect to diversity, our board of directors believes that it is essential that members of our board of directors represent diverse business backgrounds and experience and include individuals with a background in related fields and industries. In considering candidates, our board of directors considers the entirety of each candidate’s credentials in the context of these standards. We believe that the backgrounds and qualifications of our directors, considered as a group, should and do provide a composite mix of experience, knowledge and abilities that will allow our board of directors to fulfill its responsibilities.

     The Company will consider candidates that are nominated by its stockholders. The name, business experience and other relevant background information of a candidate should be sent to the Chief Executive Officer who will then forward such information to the Nominating and Corporate Governance Committee for their review and consideration. The process for determining whether to nominate a director candidate put forth by a stockholder is the same as that used for reviewing candidates submitted by directors. Other than candidates submitted by its directors and executive officers, the Company has never received a proposed candidate for nomination from any security holder that beneficially owned more than 5% of our common stock.

     The Company has not, to date, implemented a policy or procedure by which its stockholders can communicate directly with its directors. Due to the small size of the Company and its resources, the Company believes that this is appropriate.

     A copy of the Nominating Committee’s written charter is publicly available on the investor relations section of our website, which is located athttp://www.orgenesis.com.

Board Leadership Structure

Ms. Caplan has served as President,our Chief Executive Officer and Chairperson since August 2014. Prior to that time and since December 2013, she was Interim President and Interim Chief Executive Officer. The Boardboard of directors believes that its current leadership structure, in which the positions of Chairperson and Chief Executive Officer are held by Ms. Caplan, is appropriate at this time and provides the most effective leadership for the Company in a highly competitive and rapidly changing technology industry. Our Boardboard of directors believes that combining the positions of Chairperson and Chief Executive Officer under Ms. Caplan allows for focused leadership of our organization which benefits us in our relationships with investors, customers, suppliers, employees and other constituencies. We believe that any risks inherent in that structure are balanced by the oversight of our independent Board members.members of our board of directors. Given Ms. Caplan’s past performance in the roles of Chairperson of the Boardboard of directors and Chief Executive Officer, at this time the Boardboard of directors believes that combining the positions continues to be the appropriate leadership structure for our Company and does not impair our ability to continue to practice good corporate governance.

Board’s Role in Risk Oversight

Management is responsible for the day-to-day management of risks the Company faces, while the Board,board of directors, as a whole and through its committees, has responsibility for the oversight of material risk management. In its risk oversight role, the Boardboard of directors reviews significant individual matters as well as risk management processes designed and implemented by management with respect to risk generally. The Boardboard of directors has designated the Audit Committee as the Boardboard of directors committee with general risk oversight responsibility. The Audit Committee periodically discusses with management the Company’s major risk exposures and the processes management has implemented to monitor and control those exposures and broader risk categories, including risk assessment and risk management policies.

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Additionally, members of our senior corporate management and senior executives regularly attend Board meetings of our board of directors and are available to address Board inquiries of our board of directors on risk oversight matters. Separate and apart from the periodic risk reviews and other communications between senior executives and the Board,board of directors, many actions that potentially present a higher risk profile, such as acquisitions, material changes to our capital structure, or significant investments, require review or approval of our Boardboard of directors or its committees as a matter of oversight and corporate governance.

BOARD COMMITTEES

Our Board has established an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee, with each comprised of independent directors. Each committee operates under a charter that has been approved by our Board. Copies of our committee charters are available, without charge, upon request in writing to Orgenesis Inc., 20271 Goldenrod Lane, Germantown MD, 20876, Attn: Chief Financial Officer and are posted on the investor relations section of our website, which is located atwww.orgenesis.com.

Audit Committee

The Audit Committee is currently comprised of Dr. Sidransky, and Messrs. Adler and Yachin. Mr. Yachin is also an “Audit Committee financial expert,” as defined in applicable SEC rules. The Audit Committee met four times during the fiscal year ended November 30, 2017.

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The Audit Committee’s responsibilities include the following:

• appointing, approving the compensation of, and assessing the independence of our independent registered public accounting firm;
• overseeing the work of our independent registered public accounting firm, including through the receipt and consideration of reports from such firm;
• reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly financial statements and related disclosures;
• resolve any disagreements between management and the auditor regarding financial reporting;
• pre-approving all auditing and non-audit services; and
• overseeing that management has established and maintained processes to assure compliance by the Company with all applicable laws, regulations and corporate policy.

Compensation Committee

The Compensation Committee is currently comprised of Dr. Sidransky, and Messrs. Adler and Yachin. The Compensation Committee did not meet during the fiscal year ended November 30, 2017.

The Compensation Committee’s responsibilities include the following:

• reviewing and approving, or making recommendations to the Board with respect to, the compensation of our executive officers;
• overseeing the evaluation of our senior executives;
• reviewing and making recommendations to the Board with respect to cash and equity incentive plans;
• administering our equity incentive plans;
• reviewing and making recommendations to the Board with respect to director compensation;
• reviewing and discussing annually with management our “Compensation Discussion and Analysis” disclosure as and when required by SEC rules; and
• preparing the annual compensation committee report required by SEC rules.

Our executive officers receive a compensation package consisting of base salary, cash bonuses, long-term equity awards, and participation in benefit plans generally available to all of our employees. We have chosen these elements of compensation to create a flexible package that reflects the long-term nature of our business and can reward both short and long-term performance of the business and of each executive officer.

In setting executive officer compensation levels, the Compensation Committee, which is comprised entirely of independent directors, is guided by the following considerations:

• recommendations from the Chief Executive Officer based on individual executive performance and appropriate benchmark data;
• ensuring compensation levels reflect the Company’s past performance and expectations of future performance;
• ensuring compensation levels are competitive with compensation generally being paid to executives we seek to recruit to ensure our ability to attract and retain experienced and well- qualified executives; and
• ensuring a portion of executive officer compensation is paid in the form of equity-based incentives to closely link stockholder and executive interests.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is currently comprised of Dr. Sidransky, and Messrs. Adler and Yachin, and comprised entirely of independent directors. The Nominating and Corporate Governance Committee did not meet during the fiscal year ended November 30, 2017.

The Nominating and Corporate Governance Committee’s responsibilities include the following:

• identifying individuals qualified to become members of our board;

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• recommendingStockholder Communications to our board the persons to be nominated for election as directors and to eachBoard of Directors

     Generally, stockholders who have questions or concerns should contact our board’s committees;

• developing and recommending to our board corporate governance principles; and
• overseeing an annual evaluation of our board.

While the Nominating and Corporate Governance Committee has not yet established a formal policy with respect to diversity, the Board believes that it is essential that Board members represent diverse business backgrounds and experience and include individuals with a background in related fields and industries. In considering candidates, the Board considers the entirety of each candidate’s credentials in the context of these standards. We believe that the backgrounds and qualifications of our directors, considered as a group, should and do provide a composite mix of experience, knowledge and abilities that will allow the Board to fulfill its responsibilities.

The Company will consider candidates that are nominated by its stockholders. The name, business experience and other relevant background information of a candidate should be sent to the Chief Executive Officer who will then forward such information to the Nominating and Corporate Governance Committee for their review and consideration. The process for determining whether to nominate a director candidate put forth by a stockholder is the same as that used for reviewing candidates submitted by directors. Other than candidates submitted by its directors and executive officers, the Company has never received a proposed candidate for nomination from any security holder that beneficially owned more than 5% of our common stock.

Investor Relations department at (480) 659-6404. The Company has not, to date, implemented a policy or procedure by which its stockholders can communicate directly with its directors. Due to the small size of the Company and its resources, the Company believes that this is appropriate.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCEExecutive Officers

Section 16(a)     The following table sets forth certain information as of the Securities Exchange Act, as amended, requiresSeptember 20, 2019 regarding our executive officers who are not also directors.

Neil Reithinger – Chief Financial Officer, Secretary and directors,Treasurer

   Mr. Reithinger was appointed Chief Financial Officer, Secretary and persons who own more than 10%Treasurer on August 1, 2014. Mr. Reithinger is the Founder and President of our common stock,Eventus Advisory Group, LLC, a private, CFO-services firm incorporated in Arizona, which specializes in capital advisory and SEC compliance for publicly-traded and emerging growth companies. He is also the President of Eventus Consulting, P.C., a registered CPA firm in Arizona. Prior to file reports regarding ownershipforming Eventus, Mr. Reithinger was Chief Operating Officer & CFO from March 2009 to December 2009 of New Leaf Brands, Inc., a branded beverage company, CEO of Nutritional Specialties, Inc. from April 2007 to October 2009, a nationally distributed nutritional supplement company that was acquired by Nutraceutical International, Inc., Chairman, CEO, President and transactionsdirector of Baywood International, Inc. from January 1998 to March 2009, a publicly-traded nutraceutical company and Controller of Baywood International, Inc. from December 1994 to January 1998. Mr. Reithinger earned a B.S. in our securities withAccounting from the SecuritiesUniversity of Arizona and Exchange Commission and to provide us with copies of those filings.

Based solely on reviewis a Certified Public Accountant. He is a Member of the copiesAmerican Institute of such formsCertified Public Accountants and the Arizona Society of Certified Public Accountants.

Prof. Sarah Ferber – Chief Scientific Officer

     Prof. Ferber has served as the Company’s Chief Scientific Officer since her appointment on February 2, 2012. Since 2017, Prof. Ferber has been the Principal Investigator of cell therapy for TMU DiaCure. Prof. Ferber studied biochemistry at the Technion under the supervision of Professor Avram Hershko and Professor Aharon Ciechanover, winners of the Nobel Prize in Chemistry in 2004. Most of the research was conducted in Prof. Ferber’s Endocrine Research Lab. Prof. Ferber received Teva, Lindner, Rubin and Wolfson awards for this research. Prof. Ferber’s research work has been funded over the past 15 years by the CompanyJDRF, the Israel Academy of Science foundation (ISF), BIODISC and DCure. Prof. Ferber earned her B.Sc. from Technion-Haifa, a M.Sc. in Biochemistry from Technion-Haifa and a Ph.D. in Medical Sciences from Technion-Haifa. She also holds a Post Doctorate degree in Molecular Biology from Harvard Medical School and a degree in Cell Therapy Sciences from UTSW, Dallas.

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Mr. Darren Head – Chief Executive Officer of Masthercell Global

    Effective January 1, 2019, Mr. Head was promoted to Chief Executive Officer of Masthercell Global, where he previously held the position as President from June 2018. Since August 2017 to present, Mr. Head has been the President of Head Bio Consulting, a biotech industry consulting firm. From March 2008 to August 2017, he was the President and Chief Executive Officer of Cytovance Biologics. Prior to joining Cytovance, he was Senior Vice President of Worldwide Operations with respect to 2017, or written representationsImmucor and head of manufacturing and clinical supply operations for Aronex Pharmaceuticals. Additionally, he served in the United States Air Force during Operation Desert Storm. Mr. Head holds a B.S. in biology from certain reporting persons, eachMount Olive College and attended the executive M.B.A. program at Texas A&M.

Dr. Denis Bedoret – Managing Director of Mr. Nanda andMaSTherCell, S.A.

     Dr. Bedoret did not timely filehas served as the General Manager of MaSTherCell since his appointment on July 6, 2017. Dr. Bedoret joined MaSTherCell in October 2016 as Chief Business and Administration Officer. Prior to joining MaSTherCell, from January 2014 to September 2016, he held the position of Chief Operations Officer at Quality Assistance, a Form 3.leading European analytical CRO where he was also member of the board of directors. Between September 2011 and January 2014, Dr. Bedoret served as Engagement Manager at McKinsey & Company, focusing on bio-pharmaceutical projects. Through those experiences, he gained a strong expertise in biologicals, FDA and EMA regulations, as well as team management. He holds a degree in Veterinary Medicine, a Ph.D. in Life Sciences from ULg and a post-doctorate degree in Immunology from Harvard Medical School.

INFORMATION ABOUT OUR      On September 5, 2018, Dr. Bedoret was promoted to Managing Director of MaSTherCell. On January 22, 2019, Dr. Bedoret was appointed as President of Masthercell Global.

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EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

The following table sets forthshows the total compensation paid or accrued during the last two fiscal yearsyear ended November 30, 2017 and 20162018, to (1) our Chief Executive Officer, our Chief Financial Officer and (2) our other two next most highly compensated executive officers who served in this capacityearned more than $100,000 during the fiscal year ended November 30, 2018 and were serving as executive officers as of November 30, 2017.such date (the “named executive officers”).

Summary Compensation Table

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All Other Compensation

The following table provides information regarding each component of compensation for 20172018 and 20162017 included in the All Other Compensation column in the Summary Compensation Table above and representsabove. Represents amounts paid in New Israeli Shekels (NIS) and converted at average exchange rates for the year.

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Outstanding Equity Awards at November 30, 20172018

The following table summarizes the outstanding equity awards held by each named executive officer of the Companyour company as of November 30, 2017.2018.

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Option Exercises and Stock Vested in 20172018

There were no option exercises by our named executive officers during our fiscal year ended November 30, 2017.2018.

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Employment/Consulting AgreementsNarrative Disclosure to Summary Compensation Table

Vered Caplan

On August 14, 2014, our Boardboard of directors confirmed the appointment ofthat Ms. Vered Caplan, who has served as our President and Chief Executive Officer on an interim basis since December 23, 2013, was appointed as our President and Chief Executive Officer. In connection with suchher appointment as our President and Chief Executive Officer, on August 22, 2014, our wholly-owned Israeli Subsidiary, Orgenesis Ltd., entered into a Personal Employment Agreement with Ms. Caplan (the “Caplan Employment Agreement”). The Caplan Employment Agreement replacesreplaced a previous employment agreement with Ms. Caplan dated April 1, 2012 pursuant to which she had served as Vice President.

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On March 30, 2017, we and Ms. Caplan entered into an employment agreement replacing the Caplan Employment Agreement (the “Amended Caplan Employment Agreement”). Under the Amended Caplan Employment Agreement, which took effect April 1, 2017, Ms. Caplan’sCaplan's annual salary continuescontinued at $160,000 per annum, subject to adjustment to $250,000 per annum upon the listing of the Company’s securities on a stock exchange.an Exchange. Ms. Caplan is also entitled to an annual cash bonus with a target of 25% of base salary, provided that the actual amount of such bonus may be greater or less than the target amount. Ms. Caplan receivedwas entitled to a signing bonus of $150,000 upon execution of the Amended Caplan Employment Agreement. Ms. Caplan continues to have the social benefits described above. Under the Amended Caplan Employment Agreement, Ms. Caplan is entitled to the following social benefits typically provided to Israeli employees, computed on the basis of her base salarysalary: (i) Manager’sManager's Insurance under Israeli law pursuant to which the Company contributes between 6.5% and 7.5% (and Ms. Caplan contributes an additional 6%), (ii) Severanceseverance pay under Israeli law pursuant to which the Company contributes 8 1/3%, and (iii) Education fund pursuant to which the Company continues to contribute $3,677 a year. In addition, Ms. Caplan is also entitled to paid annual vacation days, annual recreation allowance, sick leave and expenses reimbursement. In addition, we provide Ms. Caplan with a leased company car and a mobile phone.

Either we or Ms. Caplan may terminate the employment under the Amended Caplan Employment Agreement upon six months prior written notice. Upon termination by us of Ms. Caplan’s employment without cause (as defined therein) or by Ms. Caplan for any reason whatsoever, in addition to any accrued but unpaid base salary and expense reimbursement, she shall be entitled to receive an amount equal to 12 months of base salary at the highest annualized rate in effect at any time before the employment terminates payable in substantially equal installments. Upon termination of by us of Ms. Caplan’s employment without cause (as defined therein) or by Ms. Caplan for any reason following a Change of Control (as defined therein), in addition to any accrued but unpaid base salary and expense reimbursement, she shall be entitled to receive an amount equal to 18 months of one and a half times her annual base salary at the highest annualized rate in effect at any time before the employment terminates payable in substantially equal installments.

On May 10, 2017, we and Ms. Caplan further amended the Amended Caplan Employment Agreement pursuant to which Ms. Caplan is entitled to a grant under the 2017 of options (the “Initial Option”) to purchase 1,000,00083,334 shares of the Company’s common stock at a per share exercise price equal to the Fair Market Value (as defined in theour 2017 Equity Incentive Plan or the 2017 Plan)(the “2017 Plan”)) of the Company’s common stock on the date of grant.grant The amendment further provides that beginning in fiscal 2018, subject to approval by the Compensation Committee, Ms. Caplan is entitled to an additional option (the “Additional Option”; together with the Initial Option, the “Options”) under the 2017 Plan for up to 3,000,000250,000 shares of common stock (on a pre-split basis) of the Company to be awarded in such amounts per fiscal year as shall be consistent with the Global share incentive plan (2012) (“Global Plan”),Plan, in each case at a per share exercise price equal to the Fair Market Value (as defined in the Global Plan) of the Company’s common stock on the date of grant.

The Initial Option shall vest in two equal tranches upon            In 2018, following the six and twelve month anniversarylisting of the company’s securities on the The Nasdaq Stock Market, Ms. Caplan’s annual salary was raised to $250,000. On June 6, 2017 and June 28, 2018, the Compensation Committee approved a grant date. The Additional Option shall vest in tranches of 500,000 shares of common83,334 and 250,001 stock (on a pre-split basis) every six months from the date of grant, provided thatoptions, respectively. In October 2018, Ms. Caplan remains employed by Company onwas awarded a further bonus of $200,000 and 85,000 stock options. For additional information, see the vesting date; provided, further, however, that the Options shall vest fully immediately prior to a Change of Control (as defined in the 2017 Plan), or as otherwise provided for in the 2017 Plan.Outstanding Equity Awards table above.

The employment agreement also contains restrictive covenants for customary protections of the Company’sCompany's confidential information and intellectual property.

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Neil Reithinger

Mr. Reithinger was appointed Chief Financial Officer, Treasurer and Secretary on August 1, 2014. Mr. Reithinger’s employment agreement stipulates a monthly salary of salary of $1,500; payment of an annual bonus as determined by the Company in its sole discretion, participation in the Company’s pension plan; grant of stock options as determined by the Company; and reimbursement of expenses. As of November 30, 2017, Mr. Reithinger is owed $22,610 in accrued salary. In addition, on August 1, 2014, the Company entered into a financial consulting agreement with Eventus Consulting, P.C., an Arizona professional corporation, of which Mr. Reithinger is the sole shareholder (“Eventus”), pursuant to which Eventus has agreed to provide financial consulting services to the Company. In consideration for Eventus’ services, the Company agreed to pay Eventus according to its standard hourly rate structure. The term of the consulting agreement was for a period of one year from August 1, 2014 and automatically renews for additional one-year periods upon the expiration of the term unless otherwise terminated. Eventus is owned and controlled by Mr.Neil Reithinger. As of November 30, 2017,2018, Eventus was owed $89,203$18,276 for accrued and unpaid services under the financial consulting agreement.

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Prof. Sarah Ferber

Our subsidiary,wholly-owned Israeli Subsidiary, Orgenesis Ltd., entered into a Personal Employment Agreement with Prof. Ferber on February 2, 2012 to serve as Chief Scientific Officer (the “Ferber Employment Agreement”) on a part time basis. Under the Ferber Employment Agreement, Prof. Ferber earned an annual salary inof the current New Israeli Shekel equivalent of $232,000 since September 2013. However, in order to reduce operating expenses and conserve cash, Prof. Ferber has been deferring a part of her salary and social benefits due thereon until such time as our cash position permits payment of salary in full without interfering with our ability to pursue our plan of operations, and, as of November 30, 2017,2018, such deferred amount totaled an aggregate of $582,371.$404,791. Under the Ferber Employment Agreement, Prof. Ferber is entitled to the following social benefits out of her base salary typically provided to Israeli employees: (i) Manager’s Insurance under Israeli law pursuant to which the Company contributes 2.5% (and Prof. Ferber contributes an additional 3.5%) and, in addition, the Company contributes 1.25% towards loss of working capacity disability insurance, (ii) pension plan to which the Company contributes 3.75% (and Prof. Ferber contributes an additional 3.5% ),), (iii) Severanceseverance pay under Israeli law pursuant to which the Company contributes 8 1/3% and (iv) Education fund pursuant to which the Company contributes 7.5% (with(and Prof. Farber contributingcontributes an additional 2.5%) . In addition, Prof. Ferber is also entitled to paid annual vacation days, annual recreation allowance, sick leave and expenses reimbursement. In addition, we provide Prof. Ferber with a mobile phone.

The Ferber Employment Agreement does not specify a stated term and either we or Ms. Ferber are entitled to terminate Prof. Ferber’s employment upon four months’ notice other than in the case of a termination for cause. The Ferber Employment Agreement contains customary provisions regarding confidentiality of information, non-competition and assignment of inventions.

            In October 2018, Prof. Ferber was awarded 3,750 options. The options shall vest in equal quarterly installments over four years.

Denis Bedoret

Effective October 24, 2017, Masthercell Belgiumour subsidiary, MaSTherCell, entered into a management agreement with BM&C SPRL/BVBA, a Belgian company owned by Dr.Denis Bedoret, for certain services to be performed by Dr. Bedoret on an exclusive and full-time basis (the “Bedoret Agreement”). The agreement appoints Dr. Bedoret as General Manager of Masthercell Belgium,MaSTherCell, requires him to work 220 days annually and stipulates compensation based on revenue with (i) a daily rate of €800Euro 800 until such time that Masthercell Belgium’sMaSTherCell’s annual revenue reaches €10Euro 10 million, (ii) a daily rate of €850Euro 850 until such time that Masthercell Belgium’sMaSTherCell’s annual revenue reaches €15Euro 15 million and (iii) a daily rate of €900Euro 900 until such time that Masthercell Belgium’sMaSTherCell’s annual revenue exceeds €15Euro 15 million. Dr. Bedoret is also entitled to expense reimbursement and a bonus equivalent to up 15% of the annual fees approved by Masthercell Belgium’sMaSTherCell’s board of directors, subject to goals and achievements to be agreed upon by the parties. Dr. Bedoret is also entitled to participation in Orgenesis’ equity incentive plan after six months after the effective date. The Bedoret Agreement also contains customary termination clauses.

            In May 2018, Dr. Bedoret was awarded 15,000 options. The options shall vest in equal quarterly installments over two years.

            On September 5, 2018, Dr. Bedoret was promoted to Managing Director of MaSTherCell. Effective January 1, 2019, Dr. Bedoret was appointed as President of Masthercell Global.

Potential Payments upon Change of Control or Termination following a Change of Control

Our employment agreements with our named executive officers provide incremental compensation in the event of termination, as described herein. Generally, we currently do not provide any severance specifically upon a change in control nor do we provide for accelerated vesting upon change in control. Termination of employment also impacts outstanding stock options.

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Due to the factors that may affect the amount of any benefits provided upon the events described below, any actual amounts paid or payable may be different than those shown in this table. Factors that could affect these amounts include the basis for the termination, the date the termination event occurs, the base salary of an executive on the date of termination of employment and the price of our common stock when the termination event occurs.

The following table sets forth the compensation that would have been received by each of the Company’s executive officers had they been terminated as of November 30, 2017.2018.

(*)
Termination by Company without cause: $250,000
Termination without cause following a change in control: $375,000

Director Compensation

            The following table sets forth for each director certain information concerning his or her compensation for the year ended November 30, 2018:

            All directors receive reimbursement for reasonable out of pocket expenses in attending board of directors meetings and for participating in our business.

            On April 2, 2012, we entered into an agreement with Guy Yachin to serve as a member of our board of directors for a consideration of $2,500 per month and an additional payment for every board of directors’ meeting at the rate of $300 for the first hour of attendance and $200 for each additional hour or portion of an hour.

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            On April 17, 2012, we entered into an agreement with Yaron Adler to serve as a member of our board of directors. In consideration for Mr. Adler’s services, we pay for his attendance at board of directors’ meetings at the rate of $300 for the first hour of attendance and $200 for each additional hour or portion of an hour.

            On July 17, 2013 we entered into an agreement with Dr. David Sidransky to serve as a member of our board of directors. In consideration for Dr. Sidransky’s services, we pay for his attendance at board of directors’ meetings at the rate of $300 for the first hour of attendance and $200 for each additional hour or portion of an hour.

Compensation Policy for Non-Employee Directors.

            In October 2018, the board of directors adopted a compensation policy for non-employee directors which replaced the non-employee director compensation terms discussed above. By its terms, the policy became effective November 2018. Under the adopted policy, each director is to receive an annual cash compensation of $30,000 and the Chairman and Vice Chairman is paid an additional $15,000 per annum. Each committee member will be paid an additional $7,500 per annum and each committee chairman is to receive $15,000 per annum. Cash compensation will be made on a quarterly basis.

            All newly appointed directors also receive options to purchase up to 6,250 shares of the Company’s common stock. All directors are entitled on an annual bonus of options for 12,500 shares and each committee member is an entitled to a further option to purchase up to 1,250 shares of common stock and each committee chairperson to options for an additional 2,100 shares of common stock. In addition, the Chairman and Vice Chairman shall be granted an option to purchase 4,200 shares of the Company’s ordinary shares. In all cases, the options are granted at a per share exercise price equal to the closing price of the Company’s publicly traded stock on the date of grant and the vesting schedule is determined by the compensation committee at the time of grant.

Compensation Committee Interlocks and Insider Participation

None of our executive officers has served as a member of the Boardboard of Directors,directors, or as a member of the compensation or similar committee, of any entity that has one or more executive officers who served on our Boardboard of directors or Compensation Committee during the fiscal year ended November 30, 2017.2018.

PROPOSAL NO. 2 AND PROPOSAL NO. 3

          Proposal No. 2 and Proposal No. 3 are being made in connection with the issuance by Masthercell Global, Inc. (“Masthercell Global”), which we refer to as the GPP Issuance, on June 28, 2018 of 378,000 shares of Series A Preferred Stock of Masthercell Global, par value $0.0001 per share (the “Masthercell Global Preferred Stock”), to GPP-II Masthercell, LLC (“GPP-II”), an affiliate of Great Point Partners, LLC, a manager of private equity funds focused on growing small to medium sized heath care companies (“Great Point”).

          Pursuant to the Stockholders’ Agreement and the Stock Purchase Agreement entered in connection with the GPP Issuance, we agreed to use best efforts to ensure that our stockholders properly approve the Stockholders’ Agreement Terms in accordance with law in a manner that will ensure that GPP-II is able to exercise its rights under the Stockholders’ Agreement without any further action or approval by us, our stockholders or any other party.

          Proposal No. 2 seeks stockholder approval of the Stockholders’ Agreement Terms, which grant certain rights to GPP-II with respect to Masthercell Global and the exercise by GPP-II of its rights under the Stockholders’ Agreement. Proposal 3 seeks stockholder approval of potential future issuances of the Company’s common stock upon the exercise of an option by GPP-II to exchange preferred stock of Masthercell Global for the Company’s common stock pursuant to the terms of the Stockholders’ Agreement without the need for any limitation or cap on issuances as required by and in accordance with Nasdaq Listing Rule 5635.

          You will not be voting to approve the GPP Issuance which has already been completed. However, a number of matters of significant importance related to the GPP Issuance are dependent on the outcome of the stockholder vote with respect to Proposal No. 2 and Proposal No.3. Therefore, an understanding of the GPP Issuance is necessary in order to make an informed voting decision with respect to each such proposal. You should carefully read the following sections captioned “Background” and “GPP Issuance” and the documents which are referenced in those sections before you vote your shares.

What is the GPP Issuance?

          On June 28, 2018, we entered into a series of strategic agreements with Great Point, and certain of Great Point’s affiliates that are intended to finance, strengthen and expand our CDMO Business (as defined below) (the “Strategic Agreements”). Pursuant to these Strategic Agreements, Masthercell Global issued to GPP-II the Masthercell Global Preferred Stock representing 37.8% of the issued and outstanding share capital of Masthercell Global, for cash consideration to be paid into Masthercell Global of up to $25 million, subject to certain adjustments (the “Consideration”), of which $11.8 million was paid in cash at closing, with a follow up payment of $6.6 million, subject to adjustment, to be made in each of years 2018 and 2019 (the “Future Payments”), or an aggregate of $13.2 million, contingent upon (a) Masthercell Global achieving specified EBITDA and revenues targets during each of these years, and (b) our stockholders approving the Stockholders’ Agreement Terms in accordance with law on or before December 31, 2019. The proceeds of the investment will be used to fund the activities of Masthercell Global and its consolidated subsidiaries. We hold 622,000 shares of Masthercell Global’s Common Stock, representing the remaining 62.2% of the issued and outstanding equity share capital of Masthercell Global.

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Why is the GPP Issuance discussed in this proxy statement?EQUITY COMPENSATION PLAN INFORMATION

          In connection with the Stock Purchase Agreement and the Stockholders’ Agreement, we agreed to use best efforts to ensure that our stockholders’ properly approve the Stockholders’ Agreement Terms in accordance with law as soon as possible after June 28, 2018 and in a manner that will ensure that GPP-II is able to exercise its rights under the Stockholders’ Agreement without any further action or approval by us, our stockholders or any other party. In order to satisfy this obligation, we seek the approval of our stockholders with respect to (i) Proposal No. 2 which seeks stockholder approval of the Stockholders’ Agreement Terms, which grant certain rights to GPP-II with respect to Masthercell Global and the exercise by GPP-II of its rights under the Stockholders’ Agreement and (ii) Proposal 3 which seeks stockholder approval of potential future issuances of the Company’s common stock upon the exercise of an option by GPP-II to exchange preferred stock of Masthercell Global for the Company’s common stock pursuant to the terms of the Stockholders’ Agreement without the need for any limitation or cap on issuances as required by and in accordance with Nasdaq Listing Rule 5635.

          Please see “GPP Issuance” starting on page 23.

          Because the GPP Issuance was completed on June 28, 2018, you are not voting on the GPP Issuance itself and your vote will not in any way undo the consummation of the GPP Issuance. However, your vote will determine whether (i) Masthercell Global will be eligible to receive the Future Payments in consideration for the GPP Issuance (and (ii) we can issue shares of our common stock to GPP-II in an amount equal to 20% or more of the outstanding shares of our common stock if GPP-II elects to exchange the Masthercell Global Preferred Stock into our common stock (Proposal No. 3).

Do our stockholders have appraisal rights with respect to the issuance of our common stock underlying the Masthercell Global Preferred Stock or with respect to any of the proposals being acted upon at the Annual Meeting?

          Under the Nevada Revised Statute, our stockholders are not entitled to any dissenters’ rights with respect to any matters to be acted upon at the Annual Meeting.

What will happen if Proposal No. 2 and Proposal 3 are not approved?

          Stockholder approval of Proposal No. 2 and Proposal 3is necessary for the payment to Masthercell Global of the Future Payments under the Stock Purchase Agreement. Failure to approve either of Proposal No. 2 and/or Proposal 3, or similar stockholder proposals, by December 31, 2018 would have the effect of precluding Masthercell Global from being eligible to receive the first Future Payment. Failure to approve either of Proposal No. 2 and/or Proposal 3, or similar stockholder proposals, by December 31, 2019, would preclude Masthercell Global from being eligible to receive the First Future Payment or the Second Future Payment, as well as give GPP-II the right to put to us (or, at our discretion, to Masthercell Global if Masthercell Global shall then have the funds available to consummate the transaction) its shares in Masthercell Global. Such Future Payments are also contingent upon certain specified EBITDA and revenues targets.

BACKGROUND

On June 28, 2018, we and Masthercell Global, our newly formed subsidiary that holds our business relating to the third party contract manufacturing for cell therapy companies (CDMO), Great Point, and certain of Great Point’s affiliates, entered into a series of definitive strategic agreements intended to finance, strengthen and expand our CDMO Business (as defined below). As further discussed below, we consolidated our global CDMO Business network, which includes our flagship Belgian based CDMO subsidiary, Masthercell Belgium and our CDMO activities in Korea and in Israel, under Masthercell Global. Great Point has significant experience investing in and growing companies in the pharmaceutical services industry with a view to maximizing shareholder value. The series of agreements among us, Masthercell Global, Great Point and certain affiliates of Great Point, certain of which are summarized below, are strategically designed to utilize Great Point’s experience in the operation, financing and expansion of our CDMO business.

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Corporate Reorganization

Contemporaneous with the execution of the Stock Purchase Agreement and the Stockholders’ Agreement, we and Masthercell Global entered into a Contribution, Assignment and Assumption Agreement pursuant to which we contributed to Masthercell Global our assets relating to the CDMO Business, including the CDMO subsidiaries (“Reorganization”) . In furtherance thereof, Masthercell Global, as our assignee, acquired all of the issued and outstanding share capital of Atvio Biotech Ltd. (“Atvio”), our Israel based CDMO partner since May 2016, and 94.2% of the share capital of CureCell Co. Ltd. (“CureCell”), our Korea based CDMO partner since March 2016. We exercised the “call option” to which we were entitled under the joint venture agreements with each of these entities to purchase from the former shareholders their equity holdings. The consideration for the outstanding share equity in each of Atvio and CureCell consisted solely of our common stock. In respect of the acquisition of Atvio, we agreed to issue to the former Atvio shareholders an aggregate of 84,085 shares of our common stock. In respect of the acquisition of CureCell, we agreed to issue to the former CureCell shareholders an aggregate of 195,927 shares of our common stock subject to a third-party valuation. Together with Masthercell Belgium, Atvio and CureCell are directly held subsidiaries under Masthercell Global (collectively, the “Masthercell Global Subsidiaries”).

Masthercell Global, through the Masthercell Global Subsidiaries, is engaged in the business of providing manufacturing and development services to third parties related to cell therapy products, and the creation and development of technology, and optimizations in connection with such manufacturing and development services for third parties (the “CDMO Business”). Under the terms of the Stockholders’ Agreement, Orgenesis has agreed that so long as it owns equity in Masthercell Global and for two years thereafter it will not engage in the CDMO Business, except through Masthercell Global (but may continue to engage in its other areas of business). In addition, except for certain limited circumstances, we and GPP-II agreed in the Stockholders’ Agreement to not recruit or solicit or hire any officer or employee of Masthercell Global that was or is involved in the CDMO Business.

Through our direct subsidiaries, we intend to continue to engage in our current or future business related to the manufacturing, researching, marketing, developing, selling and commercializing (either alone or jointly with third parties) products that are not directly related to the CDMO Business, including, by way of illustration and not limitation, manufacturing agreements, joint ventures, collaboration, partnership or similar arrangement with a third party.

GPP ISSUANCE

Material Terms of the GPP Issuance

The rights and obligations of the parties to the Stock Purchase Agreement are governed by the specific terms and conditions of the Stock Purchase Agreement and not by any summary or other information in this proxy statement. Therefore, the information in this proxy statement regarding the Stockholders’ Agreement is qualified in its entirety by reference to the Stock Purchase Agreement, a copy of which is attached as Appendix B to this proxy statement and is incorporated herein by reference. We encourage you to read the Stock Purchase Agreement carefully and in its entirety. Unless otherwise defined herein, all defined terms in this section shall have the meanings ascribed to such terms in the Stock Purchase Agreement.

On June 28, 2018, we entered into the Stock Purchase Agreement with Masthercell Global and GPP-II. Pursuant to the Stock Purchase Agreement, on June 28, 2018, Masthercell Global issued to GPP-II 378,000 shares of newly designated Series A Preferred Stock of Masthercell Global representing 37.8% of the issued and outstanding share capital of Masthercell Global (the “GPP Issuance”).

Consideration

The purchase price for the Masthercell Global Preferred Stock was up to $25 million, subject to certain adjustments, of which $11.8 million was paid in cash at closing. The Stock Purchase Agreement also requires GPP-II to make up to two additional payments to Masthercell Global if certain specified EBITDA and revenue targets are satisfied by Masthercell Global during each of years 2018 and 2019. For each of those fiscal years in which such specified EBITDA and revenue targets are satisfied by Masthercell Global, GPP-II will be obligated to pay an additional $6.6 million, subject to adjustment, to Masthercell Global shortly after the end of that fiscal year. To earn such contingent payment for the 2018 fiscal year (“First Future Payment”), Masthercell Global must (i) during the twelve month period ending on or prior to December 31, 2018, generate Net Revenue equal to or greater than €14,100,000 and EBITDA equal to or greater than €1,800,000, and (ii) by December 31, 2018, obtain stockholder approval of the Stockholders’ Agreement Terms in accordance with law and in a manner that will ensure that GPP-II is able to exercise its rights under the Stockholders’ Agreement without any further action or approval by GPP-II, us, our stockholders, or any other person, which includes the stockholder approval sought hereunder (“Proper Approval”). To earn such contingent payment for the 2019 fiscal year (“Second Future Payment”), Masthercell Global must (i) during the twelve month period ending on or prior to December 31, 2019, generate Net Revenue equal to or greater than €19,100,000 and EBITDA equal to or greater than €3,900,000, and (ii) by December 31, 2019, obtain Proper Approval, if not already obtained.

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“EBITDA” means, for the relevant time period, the amount equal to the sum of (a) Net Income attributable to Masthercell Global during such period,plus (b) to the extent (but only to the extent) deducted in determining such Net Income attributable to Masthercell Global, without duplication, (i) all interest expense for such period, (ii) all charges against Net Income for such period for federal, state and local income taxes and deferred tax charges, (iii) all depreciation expenses for such period, (iv) all amortization expenses for such period, and (v) any extraordinary expenses or losses (including losses on the sale of assets outside the ordinary course of business) to the extent realized during such period (subject to GPP-II’s approval of any such “add back” items (such approval not to be unreasonably withheld))minus (c) to the extent (but only to the extent) added in determining such Net Income attributable to Masthercell Global (i) all interest income during such period and (ii) any extraordinary income or gains (including gains on the sales of assets outside of the ordinary course of business), to the extent realized during such period. “Net Income” means, for any period of determination, net earnings (or net loss) of Masthercell Global and its subsidiaries on a consolidated basis for such period, but excluding (without duplication) (a) any income or gains or losses from the collection of the proceeds of any insurance policies or settlements, (b) any restoration to income of any contingency reserve, except to the extent that provision for such reserve was made out of income accrued during the fiscal years, (c) any income or gain or loss during such period from (i) any prior period adjustments resulting from any change in accounting principles in accordance with generally accepted accounting principles in the United States or (ii) any discontinued operations or disposition thereof, and (d) any income or gains or losses resulting from the retirement or extinguishment of debt or the acquisition of any securities. “Net Revenue” means, for the relevant time period, the revenue (net of discounts, returns, price adjustments, refunds, rebates, credits, offsets and allowances) generated by Masthercell Global and its subsidiaries on a consolidated basis for such time period.

Material Terms of the Stockholders’ Agreement

The rights and obligations of the parties to the Stockholders’ Agreement are governed by the specific terms and conditions of the Stockholders’ Agreement and not by any summary or other information in this proxy statement. Therefore, the information in this proxy statement regarding the Stockholders’ Agreement is qualified in its entirety by reference to the Stockholders’ Agreement, a copy of which is attached as Appendix A to this proxy statement and is incorporated herein by reference. We encourage you to read the Stockholders’ Agreement carefully and in its entirety. Unless otherwise defined herein, all defined terms in this section shall have the meanings ascribed to such terms in the Stockholder’s Agreement.

In connection with the entry into the Stock Purchase Agreement, we, Masthercell Global and GPP-II entered into the Masthercell Global Inc. Stockholders’ Agreement (the “Stockholders’ Agreement”) providing for certain restrictions on the disposition of Masthercell Global Securities (as defined below), the provisions of certain options and rights with respect to the management and operations of Masthercell Global, a right to exchange the Masthercell Global Preferred Stock for shares of our common stock and certain other rights and obligations. In addition, GPP-II has been granted certain protective rights in Masthercell Global, which are generally summarized below.

Under the terms of the Stock Purchase Agreement, our stockholders are required to approve the provisions in the Stockholders’ Agreement relating to (i) Tag Along Rights and Drag Along Rights, (ii) GPP-II’s Minority Approval Rights, (iii) Irrevocable Proxy, (iv) our Right of First Refusal, (v) the Spin-off, (vi) GPP-II’s Put and Call Option, (vii) GPP-II’s Stock Exchange Option, and (viii) the Registration Rights with respect to the shares of Masthercell Global (collectively, the “Stockholders’ Agreement Terms”). The rights are summarized further below under Proposal 2- , as summarized below under the caption “Stockholder Agreement Terms.”

In addition to the Stockholders’ Terms, the Stockholders’ Agreement includes a provision governing the composition of the Masthercell Global Board (as defined below). The initial board of directors of Masthercell Global will be comprised of seven (7) directors, four (4) of which will be appointed by us, of which one must be an industry expert, and three (3) by GPP-II. The initial directors elected to the Masthercell Global Board shall be as follows: (i) Noah Rhodes, Jeffrey R. Jay, and Stephen Weaver as the three (3) GPP-II designees; (ii) Vered Caplan, Mark Cohen, and Rosemary Mazanet as three (3) Orgenesis designees and (iii) Darren Head as the fourth (4^th) Orgenesis designee and industry expert, appointed by us. All directors have been appointed for a two year term.

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So long as GPP-II continues to hold in the aggregate at least 283,500 shares of Masthercell Global Securities, GPP-II will be entitled to designate three (3) of the seven (7) members of the Masthercell Global Board of Directors (the “Masthercell Global Board”). So long as we continue to hold in the aggregate at least 75% of the 622,000 shares of Masthercell Global common stock owned by us at closing, we will be entitled to designate four (4) members of the Masthercell Global Board, one of which shall be an industry expert. If the share capital holdings of each of ours and GPP-II fall below 50% of our initial holdings in Masthercell Global as specified above, each of us will be entitled to elect one less director.

If either (a) the industry expert director is removed or replaced without GPP-II’s consent or (b) there is a Material Underperformance Event and two years has elapsed since the Closing, then GPP-II shall be entitled to appoint a majority of the Masthercell Global Board (“GPP Board Control”). A Material Underperformance Event is defined as follows: (i) if at any time during the initial two year period following the closing Masthercell Global does not generate positive EBITDA for any 12 month period, as determined on a quarterly basis every six months as measured as of the end of the second and fourth quarters of each year, or (ii) if at any time after the initial two year period Masthercell Global generates EBITDA of less than $1,000,000 during any 12 month period or (iii) if a PCE has occurred and has not been cured.

APPROVAL OF STOCKHOLDERS’ AGREEMENT TERMS WHICH GRANTED CERTAIN RIGHTS TO GPP-II WITH RESPECT TO MASTHERCELL GLOBAL INC., A SUBSIDIARY OF THE COMPANY AND THE EXERCISE BY GPP-II OF ITS RIGHTS UNDER THE STOCKHOLDERS’ AGREEMENT, EACH AS DESCRIBED IN THE PROXY STATEMENT.

You are being asked to approve certain terms of the Stockholders’ Agreement entered into in connection with the Stock Purchase Agreement. Under the terms of the Stock Purchase Agreement, our stockholders are required to approve the provisions in the Stockholders’ Agreement that grant to GPP-II, among other things:

•           a tag along right as well as a drag-along right with respect to a sale of Masthercell Global;

•           approval rights over certain specified actions of Masthercell Global or its subsidiaries;

•           put and call rights to put to us (or, at our discretion, to Masthercell Global if Masthercell Global shall then have the funds available to consummate the transaction) GPP-II’s shares in Masthercell Global or, alternatively, purchase from us its share capital in Masthercell Global;

•           a right of first refusal in favor of Orgenesis with respect to any proposed transfer of GPP-II’s shares during the first two years following closing;

•           rights to effectuate a spin-off of Masthercell Global and its subsidiaries;

•           irrevocable proxy in favor of GPP-II in certain limited situations;

•           rights to exchange its share capital in Masthercell Global for our common stock; and

•           demand and piggyback registration rights to register the shares of the common stock of Masthercell Global.

Proposal 2 also seeks approval of GPP-II’s exercise of its rights under the Stockholders’ Agreement Terms. The Stockholders’ Agreement Terms are more fully described below under in this Proposal No. 2 under “Stockholders’ Agreement Terms.” See also “GPP Issuance” and “Background” for a summary of the transactions related to the issuance of the Masthercell Global Preferred Stock and a summary of certain terms of the Stock Purchase Agreement pursuant to which the Masthercell Global Preferred Stock was issued and the material terms of the Stockholders’ Agreement. We also encourage you to read carefully the Stockholders’ Agreement, the form of which is attached as Appendix A and the Stock Purchase Agreement, the form of which is attached as Appendix B.

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Reasons for Soliciting Stockholder Approval

Pursuant to the Stockholders’ Agreement and the Stock Purchase Agreement, we agreed to use best efforts to ensure that our stockholders’ properly approve the Stockholders’ Agreement Terms in accordance with law as soon as possible after June 28, 2018 and in a manner that will ensure that GPP-II is able to exercise its rights under the Stockholders’ Agreement without any further action or approval by us, our stockholders or any other party.

Our stockholders’ approval, along with the satisfaction of certain specified EBITDA and revenues targets by Masthercell Global, is required for Masthercell Global to be eligible to receive the Future Payments (as defined below). See “Consideration” under “GPP Issuance” starting on page 23.

Stockholder Agreement Terms

Each of the Stockholder Agreement Terms for which stockholder approval is requested in this Proposal 2 is summarized below:

Tag-Along Rights and Drag Along Rights.

Except for limited circumstances, (i) GPP-II may transfer its shares of Masthercell Global Preferred Stock to a third party, provided that during the first two years following closing its right to transfer is subject to our Right of First Refusal and (ii) we may transfer share capital of Masthercell Global only with the approval of the Masthercell Global board of directors (“Masthercell Global Board”), with at least one of the GPP-II designated Masthercell Global board directors approving the transfer, and subject to a right of first refusal initially to the benefit of Masthercell Global and thereafter to GPP-II and any other stockholder who may become a party to the Stockholders’ Agreement. Any such transfer by either GPP-II or us is subject to the other party’s right to participate, on apro-rata basis, in such transfer (the “Tag Along Rights”).

At any time after theearlier to occur of (i) the second anniversary of the closing and (ii) the occurrence of a Material Underperformance Event (as defined below), if GPP-II or the Masthercell Global Board approves a sale of Masthercell Global, then, subject to notice, GPP-II or Masthercell Global can require us and all other stockholders to sell our shares (the “Drag Along Rights”) to the purchaser. Notwithstanding the foregoing, we are entitled to advise Masthercell Global and/or GPP-II, as the case may be, of our election to be a potential acquiror of Masthercell Global. Notwithstanding the foregoing, GPP-II’s exercise of its Drag Along Rights is subject to the condition that if the technology and know-how transfer from Masthercell Global to us in order to maintain orderly manufacture and production of our therapeutic products (following the exercise of the Drag Along Rights) has not been effectuated as provided for in the Tech Transfer Agreement entered into in connection with the GPP Issuance (“Tech Transfer Agreement”), then GPP-II undertakes to provide that the purchaser in such sale be bound by and comply with the terms of such Tech Transfer Agreement, thereby assuring our right to uninterrupted manufacture and production of our therapeutic products. Notwithstanding the foregoing, if GPP-II no longer own at least 189,000 shares of the Masthercell Global Preferred Stock, or any other capital stock of Masthercell Global into which such Masthercell Global Preferred Stock is convertible (“Masthercell Global Securities”), then it is no longer entitled to exercise the Drag Along Right.

GPP-II’s Minority Approval Rights.

Neither Masthercell Global nor any of the Masthercell Global Subsidiaries may take certain specified actions without GPP-II’s written consent (“GPP Approval Rights”), which actions include, without limitation, liquidating or otherwise dissolving the Masthercell Global business, effecting a merger or acquisition of Masthercell Global, modifying any organizational document, approving the initial operating budget for the initial two years and any subsequent operating budget for Masthercell Global after the initial two year period, modify or amend in any material way the initial budget or any approved future budget; incurring costs, expenses or expenditures in an aggregate amount that would be in excess of 120% of the amounts set forth in the initial budget or approved future budgets, declaring any dividends, amending or modifying the terms of the Masthercell Global Preferred Stock, borrowing money issuing any debt, equity or other securities, initiating or completing the sale of Masthercell Global or any equity ownership in any subsidiary of Masthercell Global nor the sale, lease or exchange of a material part of their respective assets, issuing any shares of stock or other equity, debt or other securities or increase the authorized number of shares of Masthercell Global Preferred Stock or any other class or series or shares of stock, create or authorize any obligation or security convertible into shares of any class or series of stock, granting any security interest in the assets of Masthercell Global, purchase equity interests of any Person outside the ordinary course of business, enter into a partnership, joint venture or other arrangement other than research and development collaborations entered into in the ordinary course of business, enter into any agreement with Orgenesis or any of its affiliates, make payments, contribute capital or issue loans to any subsidiary of Masthercell Global that is not a wholly-owned subsidiary, and take any action (or fail to take any action) that would allow SFPO-FPIM SA to put, transfer or sell its equity interests in MaSTherCell S.A.

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Notwithstanding the foregoing, in the event that the Masthercell Global Board has elected to declare bankruptcy or appoint a receiver, then we are entitled to fund Masthercell Global’s operations without regard to the GPP Approval Rights.

Irrevocable Proxy.

In the event that any party to the Stockholders’ Agreement fails to vote or attempts to vote in a manner inconsistent with the Stockholders’ Agreement, each stockholder has granted GPP-II an irrevocable proxy to vote all of such stockholder’s shares in Masthercell Global in favor of the election of persons to the Masthercell Global Board in accordance with certain terms of the Stockholders’ Agreement, including those terms relating to the composition of the Masthercell Global Board as described below and in accordance with the Tag Along Rights and Drag Along Rights.

Right of First Refusal.

During the first two years following closing, we have a right of first refusal with respect to proposed transfers of GPP-II’s share capital in Masthercell Global to a third party, and for a period of 30 calendar days following the notice of any such proposed transfer may elect to purchase all or any portion of GPP-II’s share capital in Masthercell Global proposed for transfer (“Right of First Refusal”). Such Right of First Refusal does not apply to GPP-II’s transfers in connection with a sale of the majority of Masthercell Global common stock to an independent third party, or with certain other permitted transfers consummated in accordance with the Stockholders’ Agreement.

Spin-off.

At any time following theearlier to occur of (i) PCE (as defined below) and (ii) the second anniversary of the closing, GPP-II is entitled to effectuate a spin-off of Masthercell Global and the Masthercell Global Subsidiaries (the “Spin-off”). The Spin-off is required to reflect a market value determined by one of the top ten independent accounting firms in the U.S. selected by GPP-II, provided that if no PCE has occurred, such market valuation shall reflect a valuation of Masthercell Global and the Masthercell Global Subsidiaries of at least $50 million.

A “PCE” is defined to mean (i) the existence or introduction of an Activist Stockholder of ours, (ii) the resignation, termination or replacement at any time within the five year period following closing of our current Chief Executive Officer and the current Chairperson of the Board, or (iii) any change of control in us which is defined to include, among other things, the removal or replacement of any four (4) of the current directors of Masthercell Global’s board of directors, or (iv) the removal or replacement of the industry expert director or the appointment of a new industry expert director without GPP-II’s prior written consent. A PCE includes any bankruptcy, liquidation event or the appointment of a receiver for us. An Activist Shareholder shall mean any person or entity who acquires shares of our capital stock who either (i) acquires more than a majority of our voting power, (ii) actively takes over and controls a majority of the Board, or (iii) is required to file a Schedule 13D with respect to such person’s or entity’s ownership of our capital stock and has described a plan, proposal or intent to take action with respect to exerting significant pressure on our management or Board. For the sake of clarity, Activist Shareholder does not include any stockholder who is passive and does not take or propose to take active steps with respect to exerting significant pressure on our management or Board.

GPP-II’s Put/Call Option.

Upon the occurrence of a PCE, GPP-II is entitled, at its option, to put to us (or, at our discretion, to Masthercell Global if Masthercell Global shall then have the funds available to consummate the transaction) its shares in Masthercell Global or, alternatively, purchase from us our share capital in Masthercell Global (such purchase right, being the “GPP-II Call Option”). Additionally, if the Proper Approval is not obtained by December 31, 2019, GPP-II shall also have such put right.

The purchase price for our or GPP-II’s share capital in Masthercell Global under either the put right or the GPP-II Call Option shall be equal to the fair market value of such equity holdings as determined by one of the top ten independent accounting firms in the U.S. selected by GPP-II.

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GPP-II’s Exchange Right.

GPP-II is entitled, at any time, to convert its share capital in Masthercell Global for our common stock (such exchange option being the “Stock Exchange Option”). For the sake of clarity, GPP-II shall only have the right to exchange their shares of Masthercell Global Preferred Stock into Masthercell Global into shares of our common stock based on the Exchange Price as set forth below. The amount of our common stock to be received by GPP-II upon exercise of the Stock Exchange Option shall be equal to the lesser of (a)(i) the fair market value of GPP-II’s shares of Masthercell Global Preferred Stock to be exchanged, as determined by one of the top ten independent accounting firms in the U.S. selected by GPP-II and Orgenesis, divided by (ii) the average closing price per share of our common stock during the thirty (30) day period ending on the date that GPP-II provides the exchange notice (the “Exchange Price”) and (b)(i) the fair market value of GPP-II’s shares of Masthercell Global Preferred Stock to be exchanged assuming a value of Masthercell Global equal to three and a half (3.5) times the revenue of Masthercell Global during the last twelve (12) complete calendar months immediately prior to the exchange divided by (ii) the Exchange Price; provided, that in no event will (A) the Exchange Price be less than a price per share that would result in us having an enterprise value of less than $250,000,000 and (B) the maximum number of shares of our common stock to be issued shall not exceed 2,704,247 shares of our outstanding common stock (representing approximately 19.99% of our currently outstanding common stock), unless we obtain shareholder approval of such greater amount in accordance with the rules of the Nasdaq Stock Market.

Registration Rights.

GPP-II has been provided with demand and piggyback registration rights to register its shares of Masthercell Global common stock, subject to customary provisions. Masthercell Global will agree to indemnify holders of Masthercell Global common stock in connection with any claims related to their sale of securities under a registration statement, subject to certain exceptions.

Effects of Failure to Approve this Proposal

Moreover, if our stockholders do not approve this Proposal No. 2, or a similar stockholder proposal, by December 31, 2018, Masthercell Global will not be eligible to receive the first Future Payment. If our stockholders do not approve this Proposal No. 2, or a similar stockholder proposal, by December 31, 2019, Masthercell Global will not be eligible to receive the First Future Payment or the Second Future Payment, and GPP-II will obtain the right to put to us (or, at our discretion, to Masthercell Global if Masthercell Global shall then have the funds available to consummate the transaction) its shares in Masthercell Global. Such Future Payments are also contingent upon certain specified EBITDA and revenues targets. In the event of a failure to approve Proposal No. 2, we may resubmit this proposal to the stockholders at a later date.

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BOARD RECOMMENDATION

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTEFOR APPROVAL OF THIS PROPOSAL NO. 2.

APPROVAL OF THE POTENTIAL FUTURE ISSUANCE OF THE COMPANY’S COMMON STOCK UPON THE EXERCISE OF AN OPTION BY GPP-II TO EXCHANGE THE MASTHERCELL GLOBAL PREFERRED STOCK PURSUANT TO THE TERMS OF THE STOCKHOLDERS’ AGREEMENT WITHOUT THE NEED FOR ANY LIMITATION OR CAP ON ISSUANCES AS REQUIRED BY AND INACCORDANCE WITH NASDAQ LISTING RULE 5635

You are being asked to approve the potential future issuance of the Company’s common stock upon the exercise of an option by GPP-II to exchange Masthercell Global Preferred Stock pursuant to the terms of the Stockholders’ Agreement without the need for any limitation or cap on issuances as required by and in accordance with Nasdaq Listing Rule 5635.

GPP-II’s Option to Exchange its Masthercell Global Preferred Stock into Company Common Stock

Section 3.12 of the Stockholders’ Agreement provides that GPP-II is entitled, at any time, to convert its share capital in Masthercell Global for our common stock (such exchange option being the “Stock Exchange Option”). The amount of Company common stock to be received by GPP-II upon exercise of the Stock Exchange Option shall be equal to the lesser of (a)(i) the fair market value of GPP-II’s shares of Masthercell Global Preferred Stock to be exchanged, as determined by one of the top ten independent accounting firms in the U.S. selected by GPP-II and the Company, divided by (ii) the average closing price per share of our common stock during the thirty (30) day period ending on the date that GPP-II provides the exchange notice (the “Exchange Price”) and (b)(i) the fair market value of GPP-II’s shares of Masthercell Global Preferred Stock to be exchanged assuming a value of Masthercell Global equal to three and a half (3.5) times the revenue of Masthercell Global during the last twelve (12) complete calendar months immediately prior to the exchange divided by (ii) the Exchange Price; provided, that in no event will (A) the Exchange Price be less than a price per share that would result in the Company having an enterprise value of less than $250,000,000 (which is equivalent to $18.48 per share based on the number of outstanding shares of common stock of the Company at the time of entry into of the Stock Purchase Agreement) and (B) the maximum number of shares of Company common stock issued pursuant to the Exchange shall not exceed 2,704,247 shares unless the Company obtains shareholder approval for the issuance of such greater amount of shares of Company common stock in accordance with the rules and regulations of the Nasdaq Stock Market.

The following table sets forth estimates of the total number of shares of our common stock that would be issued to GPP-II if GPP-II exercised its Stock Exchange Option with respect to all of its shares of Masthercell Global Preferred Stock based on the formula described above and the various assumptions set forth below. The first column titled “Assumed Fair Market Value of Masthercell Global Preferred Stock to be Exchanged” presents the lesser of (a) the assumed fair market value of GPP-II’s shares of Masthercell Global Preferred Stock to be exchanged, as determined by one of the top ten independent accounting firms in the U.S. selected by GPP-II and the Company, and (b) the assumed fair market value of GPP-II’s shares of Masthercell Global Preferred Stock to be exchanged assuming a value of Masthercell Global equal to three and a half (3.5) times the revenue of Masthercell Global during the last twelve (12) complete calendar months immediately prior to the exchange. The column titled “Assumed Number of Our Outstanding Shares of Common Stock” presents the assumed number of shares of our common stock that may be outstanding at a future date prior to any issuance to GPP-II and is included for the purpose of determining our assumed enterprise value at a future date. The column titled “Assumed Exchange Price” presents an assumed average closing price per share of our common stock during the thirty (30) day period ending on the date that GPP-II provides the exchange notice to us, which cannot be less than a price per share that would result in the Company having an enterprise value of less than $250,000,000. In light of such floor price, we have included the column titled “Our Assumed Enterprise Value” to present different scenarios where our assumed enterprise value is $250,000,000, $275,000,000 and $300,000,000. The column titled “Number of Shares of Our Common Stock Potentially Issuable to GPP-II” is calculated by dividing the assumed amount in the first column by the “Assumed Exchange Price” in the third column, disregarding the cap of 2,704,247 shares, which is the cap on the number of shares issuable pursuant to the Exchange Option that is the subject of this proposal being presented to our stockholders for approval.This table is provided for illustrative purposes only, as we are unable to predictany of such amounts at any particular time in the future. We have no basis to believe that any of these assumptions will be true in the future.

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Reasons for Soliciting Stockholder Approval

Under the Stock Exchange Option, GPP-II is entitled to exchange the Masthercell Global Preferred Stock for our common stock based on the Exchange Price (as defined above) that is not currently known. Potentially, such exchange could result in common stock being issued to GPP-II in an amount that is equal to or greater than 20% of the Company’s outstanding common stock. The Stockholders’ Agreement provides that unless our stockholders approve this proposal, such potential issuance to GPP-II will be capped at a maximum of 2,704,247 shares of our outstanding common stock (the “Cap”), representing approximately 19.99% of our common stock issued and outstanding as of the GPP Issuance. If the Cap is in place and prevents the exchange of some of the Masthercell Global Preferred Stock, such Masthercell Global Preferred Stock will remain outstanding. Under certain scenarios, if the Cap is removed, GPP-II could own in excess of 19.99% of our outstanding common stock as a result of the exchange of the Masthercell Global Preferred Stock for our common stock, and in some cases could own enough of our outstanding common stock that it could be deemed a change of control of the Company.

Nasdaq Stock Market Rule 5635(d) requires stockholder approval prior to the issuance of securities in connection with a transaction, other than a public offering, which may result in the issuance or potential issuance of common stock (or securities convertible into or exercisable for common stock) equal to 20% or more of the common stock or 20% or more of the voting power outstanding prior to the issuance for less than the greater of book or market value. We cannot currently determine the total number of shares of our common stock or voting power that will be issued to GPP-II pursuant to an exchange of the Masthercell Global Preferred Stock for our common stock. Due to this uncertainty, the Masthercell Global Preferred Stock has the potential to provide for the issuance of securities equal to 20% or more of our outstanding common stock or 20% or more of our voting power for less than the greater of book or market value of the stock.

In addition, Nasdaq Rule 5635(b) requires stockholder approval prior to the issuance of securities when the issuance or potential issuance will result in a “change of control” of the issuer. Generally, Nasdaq interpretations provide that the acquisition of 20% of the shares of an issuer by one person or a group of affiliated persons may be deemed a change of control of such issuer. The exercise of GPP-II’s Stock Exchange Option may result in the issuance of 20% or more of our common stock to GPP-II, which together with certain other provisions of the Stockholders’ Agreement Terms may result in a change of control under the Nasdaq interpretations of Rule 5635(b).

Therefore, we are seeking stockholder approval of the potential future issuance of the Company’s common stock upon the exercise of the Stock Exchange Option without the need for any limitation or cap on issuances to the extent necessary under Rule 5635(b) and Rule 5635(d).

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Why was stockholder approval not required in order to complete the GPP Issuance?

Under Nevada law, stockholder approval was not required in connection with the completion of the GPP Issuance because the GPP Issuance was in respect of a subsidiary of the Company and not of the Company itself. In addition, the rules of Nasdaq did not require stockholder approval for completion of the GPP Issuance because we did not issue any shares of our common stock, nor did Masthercell Global issue securities exercisable for or convertible into shares of our common stock in excess of 20% or more of the outstanding shares of our common stock at the closing of the GPP Issuance because of the Cap previously discussed at page 29. Instead, under the terms of the agreements we entered into in connection with the GPP Issuance, no such securities will be issued in connection with the GPP Issuance unless and until we obtain the stockholder approval sought hereunder.

What effects will the exchange of the Masthercell Global Preferred Stock for shares of our common stock have on existing stockholders?

If GPP-II opts to exchange its Masthercell Global Preferred Stock for shares of our common stock, we could potentially issue a substantial number of shares of our common stock to GPP-II. The common stock issuable to GPP-II upon exchange of the Masthercell Global Preferred Stock for our common stock could have a depressive effect on the market price of our common stock by increasing the number of shares of common stock outstanding. Such downward pressure could encourage short sales by certain investors, which could place further downward pressure on the price of the common stock. As a result of stockholder approval of the potential issuances of securities described above, the number of shares of outstanding common stock may increase significantly and the ownership interests and proportionate voting power of the existing stockholders may be significantly diluted.

What will happen if Proposal No. 3 is not approved?

If Proposal No. 3 is not approved by our stockholders, then we may not be able to issue more than 2,704,247 shares of our common stock if GPP-II exercises its option to exchange the Masthercell Global Preferred Stock. If the Cap is in place and prevents the exchange of some of the Masthercell Global Preferred Stock, such shares of Masthercell Global Preferred Stock will remain outstanding.

If our stockholders do not approve this Proposal No. 3, or a similar stockholder proposal, by December 31, 2018, Masthercell Global will not be eligible to receive the first Future Payment. If our stockholders do not approve this Proposal No. 3, or a similar stockholder proposal, by December 31, 2019, Masthercell Global will not be eligible to receive the First Future Payment or the Second Future Payment, and GPP-II will obtain the right to put to us (or, at our discretion, to Masthercell Global if Masthercell Global shall then have the funds available to consummate the transaction) its shares in Masthercell Global. Such Future Payments are also contingent upon certain specified EBITDA and revenues targets. In the event of a failure to approve Proposal No. 3, we may resubmit this proposal to the stockholders at a later date.

In the event of a failure to approve Proposal No. 3, we may resubmit this proposal to the stockholders at a later date.

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BOARD RECOMMENDATION

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTEFOR THIS PROPOSAL NO. 3.

RATIFICATION OF THE APPOINTMENT OF KESSELMAN & KESSELMANAS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING NOVEMBER 30, 2018

You are being asked to ratify the Board’s appointment of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, as the Company’s independent registered public accounting firm for the fiscal year ending November 30, 2018. Kesselman & Kesselman has provided services in connection with the audit of the Company’s financial statements since 2012.

In the event that the ratification of this selection is not approved by an affirmative vote of the holders of a majority of the shares present in person or represented by proxy at the Annual Meeting, management will review its future selection of the Company’s independent registered public accounting firm.

A representative of Kesselman & Kesselman is not expected to be present in person but will attend telephonically at the 2018 Annual Meeting and will have an opportunity to make a statement if he or she desires to do so. It is also expected that such representative will be available to respond to appropriate questions.

BOARD RECOMMENDATION

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTEFOR RATIFICATION OF THE APPOINTMENT OF KESSELMAN & KESSELMAN AS THE COMPANY’SINDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING NOVEMBER 30, 2018.

AUDIT COMMITTEE MATTERS AND FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The following table sets forth the fees billed to the Company for professional services rendered by Kesselman & Kesselman for the years ended November 30, 2017 and 2016:

Audit Fees

The audit fees were paid for the audit services of our annual and quarterly reports.

Tax Fees

The tax fees were paid for reviewing various tax related matters.

Pre-Approval Policies and Procedures

Our Audit Committee preapproves all services provided by our independent registered public accounting firm. All of the above services and fees were reviewed and approved by the Board of Directors before the respective services were rendered. Our Board of Directors has considered the nature and amount of fees billed by Kesselman & Kesselman and believes that the provision of services for activities unrelated to the audit is compatible with maintaining their respective independence.

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REPORT OF THE AUDIT COMMITTEE

The Audit Committee met (via conference call) and held discussions with management and Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited. The Audit Committee reviewed and discussed the audited financial statements for the fiscal year ended November 30, 2017 with management and has discussed with the independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 61, “Communication with Committees,” as currently in effect.

The Company’s independent registered public accounting firm also provided to the Audit Committee certain written communications and the letter required by PCAOB Rule 3526, “Communications with Audit Committees Concerning Independence.” The Audit Committee also discussed with the independent registered public accounting firm their independence from the Company.

Based on the Audit Committee’s review and discussions described above, the Audit Committee recommended to the Board that the Company’s audited financial statements for the fiscal year ended November 30, 2017 be included in the Company’s Annual Report on Form 10-K for 2017 filed with the SEC.

SUBMITTED BY THE AUDIT COMMITTEE:

David Sidransky
Guy Yachin
Yaron Adler

The information contained in this report shall not be deemed to be “soliciting material” or to be “filed” with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates it by reference in such filing.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth as of the Record Date the number of shares of our common stock beneficially owned by (i) each person who is known by us to be the beneficial owner of more than five percent of our common stock; (ii) each director and director nominee; (iii) each of the named executive officers in the Summary Compensation Table; and (iv) all directors and executive officers as a group.

As of the Record Date, the Company had 14,988,948 shares of common stock issued and outstanding. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission (the “SEC”) and generally includes voting or investment power with respect to securities. Unless otherwise indicated, the stockholders listed in the table have sole voting and investment power with respect to the shares indicated.

Security Ownership of Certain Beneficial Holders

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Security Ownership of Management

Notes:

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Securities Authorized for Issuance Under Existing Equity Compensation Plans

The following table summarizes certain information regarding our equity compensation plans as of November 30, 2017:2018:

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REPORT OF AUDIT COMMITTEE

     The Audit Committee of our board of directors, which consists entirely of directors who meet the independence and experience requirements of The Nasdaq Capital Market, has furnished the following report:

            The Audit committee assists our board of directors in overseeing and monitoring the integrity of our financial reporting process, compliance with legal and regulatory requirements and the quality of internal and external audit processes. This committee’s role and responsibilities are set forth in our charter adopted by our board of directors, which is available on our website athttps://www.orgenesis.com.This committee reviews and reassesses our charter annually and recommends any changes to our board of directors for approval. The Audit committee is responsible for overseeing our overall financial reporting process, and for the appointment, compensation, retention, and oversight of the work of Kesselman & Kesselman C.P.A.s. In fulfilling its responsibilities for the financial statements for fiscal year November 30, 2018, the Audit committee took the following actions:

-34-            Based on the Audit committee’s review of the audited financial statements and discussions with management and Kesselman & Kesselman C.P.A.s, the Audit committee recommended to our board of directors that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended November 30, 2018 for filing with the SEC.

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DELINQUENT SECTION 16(A) REPORTS

            Our records reflect that all reports which were required to be filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended, were filed on a timely basis, except that two reports, covering an aggregate of two transactions, were filed late by Vered Caplan, two reports, covering an aggregate of two transactions, were filed late by David Sidransky, one report, covering one transaction, was filed late by Guy Yachin, one report, covering one transaction, was filed late by Yaron Adler, one report, covering one transaction, was filed late by Sarah Ferber, one report, covering an aggregate of eight transactions, was filed late by Hugues Bultot, an initial report of ownership was filed late by David Sidransky and each of Ashish Nanda and Denis Bedoret did not timely file one report covering one transaction.

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CERTAIN RELATIONSHIPS AND RELATED-PARTYRELATED PERSON TRANSACTIONS

Transactions with Related Persons

Except as set out below, since December 1, 2015, there have been no            Our Audit Committee Charter adopted in March 2017 requires all future transactions between us and any director, executive officer, holder of 5% or currently proposed transactions, in which we were or are to be a participant and the amount involved exceeds the lessermore of $120,000 or one percent of the averageany class of our total assets at year-end for the last two completed fiscal years, and in which any of the following persons hadcapital stock or will have a direct or indirect material interest:

• any director or executive officer of the Company;

• any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our outstanding shares of common stock;

• any promoters and control persons; and

• any member of the immediate family (including spouse, parents, children, siblings and in laws) of, or entities affiliated with, any of them, or any other related persons, as defined in Item 404 of Regulation S-K, or their affiliates, in which the foregoing persons.amount involved is equal to or greater than $120,000, be approved in advance by our Audit Committee. Any request for such a transaction must first be presented to our Audit Committee for review, consideration and approval. In approving or rejecting any such proposal, our Audit Committee is to consider all available information deemed relevant by the Audit Committee, including, but not limited to, the extent of the related person’s interest in the transaction, and whether the transaction is on terms no less favorable to us than terms we could have generally obtained from an unaffiliated third party under the same or similar circumstances.

On September 15, 2014, the Company received a loan in the principal amount of $100,000 from Mr.Yaron Adler Investments (1999) Ltd., an entity of which Mr. Yaron Adler, one of the Company’s non-employee directors, is the sole shareholder. The loan, with an original interest rate of 6% per annum, was repayable on or before March 15, 2015. The loan including accruedcurrently bears a default interest rate of 24% per annum and, as of November 30, 2017, the outstanding balance on the note was $166,581. The loan was converted to theinto our common stock of the company on June 11, 2018 at a conversion price of $4.80.in 2018.

In January 2017, the Company entered into definitive agreements with Image Securities fzc. (“Image”) for the private placement of 2,564,115 units of the Company’s securities for aggregate subscription proceeds to the Company of $16 million at $6.24 price per unit. Each unit is comprised of one share of the Company’s common stockCommon Stock and a warrant, exercisable over a three-yearthree-years period from the date of issuance, to purchase one additional share of common stockCommon Stock at a per share exercise price of $6.24. The subscription proceeds arewere payable on a periodic basis through August 2018.basis. Each periodic payment of subscription proceeds will bewas evidenced by the Company’s standard securities subscription agreement. Up throughDuring the Record Date,year ended November 30, 2017, Image remitted $4.5 million to the Company, $8 million, in consideration of which, the investor received 1,282,051721,160 shares of the Company’s common stockCommon Stock and three-year warrants to purchase up to an additional 1,282,051721,160 shares of the Company’s Common Stock at a per share exercise price of $6.24.

            In July 2018, the Company entered into definitive agreements with assignees of Image whereby these assignees remitted $4.6 million in respect of the units available under the original subscription agreement that have not been subscribed for, entitling such investors to 702,307 units, with each unit being comprised of (i) one share of the Company's common stock and (ii) one three-year warrant to purchase up to an additional one share of the Company’s common stock at a per share exercise price of $6.24.

            During 2018, the Company raised $6.9 million from Image entitling it to 1,111,380 shares of Common Stock and three-year warrants for an additional 1,111,380 shares of the Company’s Common Stock at a per share exercise price of $6.24. Following this remittance and those referred to in the previous paragraph, the Company received a total of $16 million out of the committed $16 million subscription proceeds under such agreement

            Pursuant to an agreement entered into between the Company and Image, so long as Image’s ownership of the company is 10% or greater, it is entitled to nominate a director to the Company’s Boardboard of Directors.directors. Mr. Nanda was nominated for a directorship at the 2017 and 2018 Annual Meetingsannual meeting in compliance with our contractual undertakings.

Pursuant28

PROPOSAL NO. 1

ELECTION OF DIRECTORS

(Notice Item 1)

            On September 23, 2019, our board of directors nominated Vered Caplan, Guy Yachin, David Sidransky, Yaron Adler and Ashish Nanda for election at the annual meeting. If they are elected, they will serve on our board of directors until the 2020 annual Meeting of Stockholders and until their respective successors have been elected and qualified.

            Unless authority to vote for any of these nominees is withheld, the shares represented by the enclosed proxy will be votedFOR the election of Vered Caplan, Guy Yachin, David Sidransky, Yaron Adler and Ashish Nandaas directors. In the event that any nominee becomes unable or unwilling to serve, the shares represented by the enclosed proxy will be voted for the election of such other person as our board of directors may recommend in that nominee’s place. We have no reason to believe that any nominee will be unable or unwilling to serve as a director.

            A plurality of the shares voted for each nominee at the Meeting is required to elect each nominee as a director.

OUR BOARD OF DIRECTORS RECOMMENDS THE ELECTION OF VERED CAPLAN, GUY
YACHIN, DAVID SIDRANSKY, YARON ADLER AND ASHISH NANDA AS DIRECTORS, AND
PROXIES SOLICITED BY OUR BOARD OF DIRECTORS WILL BE VOTED IN FAVOR THEREOF
UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.

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PROPOSAL NO. 2

APPROVAL OF AN AMENDMENT TO INCREASE THE NUMBER OF SHARES TO BE GRANTED
UNDER THE COMPANY'S 2017 EQUITY PLAN

(Notice Item 2)

General

            On September 23, 2019, our board of directors approved our 2017 Equity Incentive Plan (the “Plan”), to be effective upon approval by our stockholders at the annual meeting, to increase the number of shares authorized for issuance of awards under the Plan from 1,750,000 shares to an aggregate of 3,000,000 shares of common stock. The Plan was approved by our board of directors and stockholders in 2017. As of September 23, 2019, options to purchase 1,129,597 shares of common stock are outstanding under the Plan, no shares have been issued upon the exercise of options granted under the Plan and 620,403 shares remain available for issuance. In addition, no shares of common stock are outstanding as the net impact of restricted stock awards issued, canceled and withheld for taxes. By its terms, the Plan may be restated or amended by our board of directors, provided that any restatement or amendment which our board of directors determines requires stockholder approval is subject to receiving such stockholder approval. On September 23, 2019, our board of directors voted to approve a restatement and amendment to the Plan to increase the aggregate number of shares of common stock available for the grant of awards under the Plan to 3,000,000 shares of common stock.

            This amended and restated plan is being submitted to you for approval at the annual meeting in order to ensure favorable federal income tax treatment for grants of incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). Approval by our stockholders of the restatement and amendment of our Plan is also required by the listing rules of The Nasdaq Stock Market.

            Our board of directors, the Compensation Committee and management all believe that the effective use of stock-based long-term incentive compensation is vital to our Auditability to achieve strong performance in the future. The Plan will maintain and enhance the key policies and practices adopted by our management and board of directors to align employee and stockholder interests. In addition, our future success depends, in large part, upon our ability to maintain a competitive position in attracting, retaining and motivating key personnel. We believe that the increase in the number of shares available for issuance under our Plan is essential to permit our management to continue to provide long-term, equity-based incentives to present and future key employees, consultants and directors. Accordingly, our board of directors believes approval of the amendment to increase the aggregate number of shares available for issuance under the Plan is in our best interests and those of its stockholders and recommends a vote “FOR” the approval of the amendment to the Plan.

            The following is a brief summary of the Plan. This summary is qualified in its entirety by reference to the text of the Plan, a copy of which is attached asAppendix A to this proxy statement.

Material Features of the Plan.

Purpose and Eligibility. The purpose of the Plan is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who are expected to make important contributions to the Company and its subsidiaries by providing such persons with equity ownership opportunities that are intended to better align the interests of such persons with those of the Company’s stockholders. All of the Company’s employees, officers and directors, as well as consultants and advisors to the Company are eligible to be granted Awards under the Plan. “Award” means Qualified and Non-Qualified Options (the “Options”) under the Code, grants by the Company of Shares under the Plan (the “Stock Grants”), grants by the Company under the Plan of an equity award or equity based award which is not an Option or Stock Grant (the “Stock-Based Awards”), rights to the Shares or the value of the Shares of the Company granted pursuant to the Plan (the “Stock Rights”).

Shares Subject to the Plan. The maximum aggregate number of shares of our Common Stock currently reserved under the Plan is 21,000,000 shares. Any shares of stock that are subject to an Award under the Plan that expires, is terminated, surrendered or forfeited will again be available for the grant of awards under the Plan.

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Adjustments. In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off or other similar change in capitalization or event, or any dividend or distribution to holders of Common Stock other than an ordinary cash dividend, (i) the number and class of securities available under the Plan, (ii) the share counting rules and sub-limits, (iii) the number and class of securities and exercise price per share of each outstanding Option, (iv) the number of shares subject to and the repurchase price per share subject to each outstanding Stock Award and (vi) the share and per-share-related provisions and the purchase price, if any, of each outstanding Other Stock-Based Award, shall be equitably adjusted by the Company (or substituted awards may be made, if applicable) in the manner determined by our board of directors.

Administration. The Plan is administered by our board of directors, which may delegate any or all of its powers under the Plan to one or more committees or subcommittees of our board of directors (a “Committee”). To the extent that our board of directors determines to qualify Awards as performance-based compensation within the meaning of Section 162(m) of the Code, the Plan will be administered by a Committee charter adopted in March 2017,of two or more “outside directors” within the Audit Committee is responsible for reviewingmeaning of Section 162(m) of the Code.

Options Price and approving, prior toDuration. The purchase price per share of our entry intoCommon Stock deliverable upon the exercise of a Non-Qualified Option will be at least the greater of the par value or the fair market value per share of Common Stock on the date of grant of the Option. The purchase price per share of our Common Stock deliverable upon the exercise of a Qualified Option will be no less than 100% of the fair market value of the Common Stock on the day any such transaction,Option is granted. In addition, the exercise price of an incentive stock option granted to any participant who owns more than 10% of the total voting power of all transactionsclasses of our outstanding stock, must be at least 110% of the fair market value of the Common Stock on the grant date.

            Subject to certain limitations, each Option shall be exercisable at such times and subject to such terms and conditions as our board of directors may specify in which we arethe applicable option agreement; provided, however, that no Option will be granted with a term in excess of 10 years, and with respect to Qualified Options granted to any participant who owns more than 10% of the total voting power of all classes of our outstanding stock, no Option will be granted with a term in excess of 5 years.

            Each option agreement shall also set forth the effect on an award of the disability, death, retirement, authorized leave of absence or other change in the employment or other status of a participant and the extent to which, and the period during which, rights under an Option are exercisable.

Stock Awards. Our board of directors may grant Awards entitling recipients to acquire shares of Common Stock (“Restricted Stock”), subject to the right of the Company to repurchase all or part of such shares at their issue price or other stated or formula price (or to require forfeiture of such shares if issued at no cost) from the recipient in the event that conditions specified by our board of directors in the applicable Award are not satisfied prior to the end of the applicable restriction period or periods established by our board of directors for such Award. Our board of directors may also grant awards entitling the recipient to receive shares of Common Stock or cash to be delivered at the time such Award vests (“Restricted Stock Units”).

Exercise. Options may be exercised by delivery to the Company of a notice of exercise in a form (which may be electronic) approved by the Company, together with payment in full (in the manner specified in the Plan) of the exercise price for the number of shares for which the Option is exercised. Shares of Common Stock subject to the Option will be delivered by the Company as soon as practicable following exercise.

Transferability. Awards may not be sold, assigned, transferred, pledged or otherwise encumbered by the person to whom they are granted, either voluntarily or by operation of law, except by will or the laws of descent and distribution or, other than in the case of an Incentive Stock Option, pursuant to a qualified domestic relations order, and, during the life of the participant, shall be exercisable only by the participant; provided, however, that our board of directors may permit gratuitous transfer of the Award by the participant to or for the benefit of any parties relatedimmediate family member, family trust or other entity established for the benefit of the participant and/or an immediate family member thereof if the Company would be eligible to use a Form S-8 under the Securities Act for the registration of the sale of the Common Stock subject to such Award to such proposed transferee; provided further, that the Company shall not be required to recognize any such permitted transfer until such time as such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument in form and substance satisfactory to the Company confirming that such transferee shall be bound by all of the terms and conditions of the Award.

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Term and Termination of the Plan. The Plan was approved by the Company’s stockholders on May 11, 2017 (the “Effective Date”). No Awards shall be granted under the Plan after the expiration of 10 years from the Effective Date, but Awards previously granted may extend beyond that date.

Amendment. The Plan may be amended by the shareholders of the Company and our board of directors. In the discretion of our board of directors, outstanding agreements under the Plan may be amended by our board of directors in a manner which is not adverse to the participant.

THE BOARD RECOMMENDS A VOTE TO APPROVE THE AMENDMENT TO THE PLAN TO INCREASE THE AGGREGATE NUMBER OF AUTHORIZED SHARES RESERVED FOR ISSUANCE UNDER THE PLAN, AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR OFTHE AMENDMENT UNLESS A STOCKHOLDER INDICATES OTHERWISE ON THE PROXY.

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PROPOSAL NO. 3

APPROVAL OF AMENDMENT TO THE COMPANY’S ARTICLES OF
INCORPORATION TO AUTHORIZE THE ISSUANCE OF UP TO 10,000,000 SHARES
OF BLANK CHECK PREFERRED STOCK

(Notice Item 3)

General

            Our board of directors has approved, subject to stockholder approval, an amendment to our Articles of Incorporation to authorize the issuance of 10,000,0000 shares of blank check Preferred Stock (the “Blank Check Preferred Amendment”).

            If the Blank Check Preferred Amendment is approved by our stockholders, we intend to file the Blank Check Preferred Amendment with the Secretary of State of Nevada, substantially in the form ofAppendix B hereto, with the Secretary of State of Nevada as soon as practicable following the approval.

Outstanding Shares and Purpose of the Proposal

            Our Articles of Incorporation currently do not authorize us to issue preferred stock. Upon filing with the Nevada Secretary of State, the Blank Check Preferred Amendment will authorize the issuance of up to 10,000,000 shares of preferred stock, $0.0001 par value. The board of directors will be authorized to fix the designations, rights, preferences, powers and limitations of each series of the preferred stock.

            The term “blank check” preferred stock refers to stock which gives the board of directors of a corporation the flexibility to create one or more series of preferred stock, from time to time, and to determine the relative rights, preferences, powers and limitations of each series, including, without limitation: (i) the number of shares in each series, (ii) whether a series will bear dividends and whether dividends will be cumulative, (iii) the dividend rate and the dates of dividend payments, (iv) liquidation preferences and prices, (v) terms of redemption, including timing, rates and prices, (vi) conversion rights, (vii) any sinking fund requirements, (viii) any restrictions on the issuance of additional shares of any class or series, (ix) any voting rights and (x) any other relative, participating, optional or other special rights, preferences, powers, qualifications, limitations or restrictions. Any issuances of preferred stock by the Company will need to be approved by the board of directors.

Effects of Blank Check Preferred Amendment on Current Stockholders

            The shares of preferred stock to be authorized pursuant to the Blank Check Preferred Amendment could be issued, at the discretion of our board of directors, for any proper corporate purpose, without further action by the stockholders other than as may be required by applicable law. The Company does not currently have any plan or proposal to issue any shares of preferred stock. Existing stockholders do not have preemptive rights with respect to future issuance of preferred stock by the Company and their interest in the Company could be diluted by such issuance with respect to earnings per share, voting, liquidation rights and book and market value.

            The board of directors will have the power to issue the shares of preferred stock in one or more series with such preferences and voting rights as the board of directors may fix in the resolution providing for the issuance of such shares. The issuance of shares of preferred stock could affect the relative rights of the Company’s shares of common stock. Depending upon the exact terms, limitations and relative rights and preferences, if any, of the shares of preferred stock as determined by the board of directors at the time of issuance, the holders of shares of preferred stock may be entitled to a directhigher dividend rate than that paid on the common stock, a prior claim on funds available for the payment of dividends, a fixed preferential payment in the event of liquidation and dissolution of the Company, redemption rights, rights to convert their shares of preferred stock into shares of common stock, and voting rights which would tend to dilute the voting control of the Company by the holders of shares of common stock. Depending on the particular terms of any series of the preferred stock, holders thereof may have significant voting rights and the right to representation on the Company’s board of directors. In addition, the approval of the holders of shares of preferred stock, voting as a class or indirect material interest.as a series, may be required for the taking of certain corporate actions, such as mergers.

ADDITIONAL INFORMATION33

            The issuance of shares of preferred stock may have the effect of discouraging or thwarting persons seeking to take control of the Company through a tender offer, proxy fight or otherwise or seeking to bring about removal of incumbent management or a corporate transaction such as a merger. For example, the issuance of shares of preferred stock in a public or private sale, merger or in a similar transaction may, depending on the terms of the series of preferred stock dilute the interest of a party seeking to take over the Company. Further, the authorized preferred stock could be used by the board of directors for adoption of a stockholder rights plan or “poison pill.”

            The Blank Check Preferred Amendment was not proposed in response to, or for the purpose of deterring, any current effort by a hostile bidder to obtain control of the Company or as an anti-takeover measure. It should be noted that any action taken by the Company to discourage an attempt to acquire control of the Company might result in stockholders not being able to participate in any possible premiums which might be obtained in the absence of anti-takeover provisions. Any transaction which may be so discouraged or avoided could be a transaction that the Company’s stockholders might consider to be in their best interests. However, the board of directors has a fiduciary duty to act in the best interests of the Company’s stockholders at all times.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE TO APPROVE THE AMENDMENT TO OUR ARTICLES OF INCORPORATION TO PROVIDE THE BOARD OF DIRECTORS WITH THE ABILITY TO ISSUE 10,000,000 SHARES OF BLANK CHECK PREFERRED STOCK, AND PROXIES SOLICITED BY OUR BOARD OF DIRECTORS WILL BE VOTED IN FAVOR THEREOF UNLESS ASTOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.

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Proposal No. 4

RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

(Notice Item 4)

            The Audit committee has appointed Kesselman & Kesselman C.P.A.s, a member firm of PricewaterhouseCoopers International Limited, as our independent registered public accounting firm, to audit our financial statements for the fiscal year ending December 31, 2019. Kesselman & Kesselman C.P.A.s has served as our independent registered public accounting firm since 2012. Our board of directors proposes that the stockholders ratify this appointment. Kesselman & Kesselman C.P.A.s audited our financial statements for the fiscal year ended November 30, 2018. We knowexpect that representatives of Kesselman & Kesselman C.P.A.s will be present at the annual meeting, will be able to make a statement if they so desire, and will be available to respond to appropriate questions.

            In deciding to appoint Kesselman & Kesselman C.P.A.s, the Audit committee reviewed auditor independence issues and existing commercial relationships with Kesselman & Kesselman C.P.A.s and concluded that Kesselman & Kesselman C.P.A.s has no commercial relationship with the Company that would impair its independence for the fiscal year ending December 31, 2019.

            The following table presents fees for professional audit services rendered by Kesselman & Kesselman C.P.A.s for the audit of the Company’s annual financial statements for the years ended November 30, 2018, and 2017, and fees billed for other services rendered by Kesselman & Kesselman C.P.A.s during those periods.

Policy on Audit committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Public Accountant

            Our Audit Committee preapproves all services provided by our independent registered public accounting firm. All of the above services and fees were reviewed and approved by our board of directors before the respective services were rendered. Our board of directors has considered the nature and amount of fees billed by Kesselman & Kesselman and believes that the provision of services for activities unrelated to the audit is compatible with maintaining their respective independence.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE TO RATIFY THE APPOINTMENT OF KESSELMAN & KESSELMAN C.P.A.S AS OUR INDEPENDENT REGISTERED PUBLICACCOUNTING FIRM, AND PROXIES SOLICITED BY OUR BOARD OF DIRECTORS WILL BE VOTED IN FAVOR OF SUCH RATIFICATION UNLESS A STOCKHOLDER INDICATES OTHERWISE ON THE PROXY.

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CODE OF CONDUCT AND ETHICS

            We have adopted a code of conduct and ethics that applies to all of our employees, including our chief executive officer and chief financial and accounting officers. The text of the code of conduct and ethics is posted on the investor relations section of our website, which is located athttp://www.orgenesis.com, and will be made available to stockholders without charge, upon request, in writing to the Corporate Secretary atOrgenesis Inc., 20271 Goldenrod Lane, Germantown, MD, 20876, Attn: Secretary. We also intend to disclose any amendments to the Code of Business Conduct and Ethics, or any waivers of its requirements, on our website.

OTHER MATTERS

            Our board of directors knows of no other mattersbusiness which will be presented to be submitted to a vote of shareholders at the Annual General Meeting.annual meeting. If any other matterbusiness is properly brought before the Annual General Meeting or any adjournment thereof, it isannual meeting, proxies will be voted in accordance with the intentionjudgment of the persons named in the enclosed proxy to vote the shares they represent in accordance with their judgment. In order for any shareholder to nominate a candidate at a given annual general meeting, he or she must provide timely written notice to our Corporate Secretary as described below under “Stockholder Proposals.”therein.

Stockholder ProposalsSTOCKHOLDER PROPOSALS AND NOMINATIONS FOR DIRECTOR

Under the rules of the SEC, stockholder proposals intended to            To be presented at the Company’s 2019 Annual Meeting of stockholders in accordance with Rule 14a-8 must be made in accordance with the by-laws of the Company and received by the Company, at its principal executive offices,considered for inclusion in the Company’s proxy statement relating to our 2020 Annual Meeting of Stockholders, we must receive stockholder proposals (other than for that meeting,director nominations) no later than ••, 2019 (120120 days prior to the anniversary ofdate that is one year from this year’s mailing date). Failuredate. To be considered for presentation at the 2020 Annual Meeting, although not included in the proxy statement, proposals (including director nominations that are not requested to deliver a proposal in accordance with these procedures may result in it not being deemed timely received.

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Submitting a stockholder proposal does not guarantee that we will include itbe included in our proxy statement. Our Nominating and Corporate Governance Committee reviews all stockholder proposals and makes recommendations to the board for actions on such proposals.

In addition, any stockholder intending to nominate a candidate for election to the board or to propose any business at our 2019 Annual Meeting, other than stockholder proposals presented pursuant to Rule 14a-8 under the Exchange Act,statement) must give notice to the Corporate Secretary at our principal executive offices notbe received no earlier than the close of business on the 150th day (••, 2019)(June 29, 2020) nor later than the close of business on the 120th day (••, 2019)(July 29, 2020) prior to the first anniversary of the date of the preceding year’s Annual Meeting as first specified in the notice of meeting (without regard to any postponements or adjournments of such meeting after the notice was first given). The notice must include information concerning the nominee or proposal, as the case may be, and information concerning the proposing or nominating stockholder’s ownership of and agreements related to our stock. If the 20192020 Annual Meeting is held more than 30 days before or after the first anniversary of the date of the 20182019 Annual Meeting, the stockholder must submit notice of any such nomination and of any such proposal that is not made pursuant to Rule 14a-8 by the later of the 90^th90th day prior to the 20192020 Annual Meeting or the 10^th10th day following the date on which public announcement of the date of such meeting is first made. WeProposals that are not received in a timely manner will not entertain any proposals or nominationsbe voted on at the 2020 Annual Meeting. If a proposal is received on time, the proxies that management solicits for the meeting that do not meet the requirements set forth in our Bylaws. If the stockholder does not also comply with the requirements of Rule 14a-4(c)(2) under the Exchange Act, we may still exercise discretionary voting authority on the proposal under proxies that we solicit to vote in accordancecircumstances consistent with our best judgment on any stockholder proposal or nomination. To make a submission or request a copy of our Bylaws, stockholders should contact our Corporate Secretary. We strongly encourage stockholders to seek advice from knowledgeable counsel before submitting a proposal or a nomination.

Solicitation of Proxies

The Company will pay the costproxy rules of the solicitation of proxies. Solicitation of proxies maySEC. All stockholder proposals should be made in person or by mail, telephone, or telecopy by directors, officers, and employees of the Company. The Company does not intend to engage the services of others to solicit proxies in person or by telephone or telecopy. In addition, the Company may also request banking institutions, brokerage firms, custodians, nominees, and fiduciaries to forward solicitation material to the beneficial owners of common stock held of record by such persons, and the Company will reimburse such personsmarked for the costs related to such services.

It is important that your shares be represented at the Annual Meeting. If you are unable to be present in person, you may vote by telephone or via the Internet. If you have received a paper copyattention of the proxy card by mail you may also sign, date and return the proxy card promptly in the enclosed postage-prepaid envelope.

“Householding” of Proxy Materials

The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and related notices with respect to two or more stockholders sharing the same address by delivering a single proxy statement or notice addressed to those stockholders. This process, which is commonly referred to as “house holding,” potentially provides extra convenience for stockholders and cost savings for companies. The Company and some brokers household proxy materials, delivering a single proxy statement or notice to multiple stockholders sharing an address unless contrary instructions have been received from one or more of the affected stockholders. Once you have received notice from your broker or us that they or we will be house holding materials to your address, house holding will continue until you are notified otherwise or until you instruct us to the contrary. If, at any time, you no longer wish to participate in house holding and would prefer to receive a separate proxy statement and related notices, or if you are receiving multiple copies of the proxy statement and related notices and wish to receive only one, please notify your broker if your shares are held in a brokerage account or us if you hold registered shares. You may notify us by sending a written request to Investor Relations,Corporate Secretary, Orgenesis Inc., 20271 Goldenrod Lane, Germantown, MD, 208176,20876.

Germantown, MD

_____________, 2019

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Appendix A

ORGENESIS, INC.
2017 EQUITY INCENTIVE PLAN

1.DEFINITIONS.

Unless otherwise specified or unless the context otherwise requires, the following terms, as used in this Orgenesis, Inc. 2017 Equity Incentive Plan, have the following meanings:

Administrator means the committee to which the board of directors has delegated the authority to grant equity under the Plan.

Affiliate means a corporation which, is a parent or subsidiary of the Company, direct or indirect, in an unbroken chain of corporations if, each of the corporations (except for the ultimate parent corporation) owns stock possessing 50 percent or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

Agreement means an agreement between the Company and a Participant delivered pursuant to the Plan, in such form as the Administrator shall approve.

Applicable Law means the requirements relating to (a) the adoption and administration of equity plans under Nevada law, (b) the offer and issuance of equity under United States federal securities laws and regulations and any applicable securities laws of any other jurisdiction, (c) the Code, (d) any stock exchange or quotation system on which the Common Stock is then listed or traded, and (e) any other the applicable laws or regulations.

Board of Directors means the Board of Directors of the Company.

Cause means, with respect to a Participant (a) dishonesty with respect to the Company or any Affiliate, (b) insubordination, substantial malfeasance or non-feasance of duty, (c) unauthorized disclosure of confidential information, (d) breach by a Participant of any provision of any employment, consulting, advisory, nondisclosure, non-competition or similar agreement between the Participant and the Company or any Affiliate, and (e) conduct substantially prejudicial to the business of the Company or any Affiliate; provided, however, that any provision in an agreement between a Participant and the Company or an Affiliate, which contains a conflicting definition of Cause for termination and which is in effect at the time of such termination, shall supersede this definition with respect to that Participant. The determination of the Administrator as to the existence of Cause will be conclusive on the Participant and the Company.

Code means the United States Internal Revenue Code of 1986, as amended, including any successor statute, regulation and guidance thereto.

Common Stock means common stock, par value $0.0001 per share.

Company means Orgenesis, Inc., a company formed under the laws of State of Nevada.

Consultant means any natural person who is an advisor or consultant that provides bona fide services to the Company or its Affiliates, provided that such services are not in connection with the offer or sale of securities in a capital raising transaction, and do not directly or indirectly promote or maintain a market for the Company's or its Affiliates' securities.

Disability orDisabled means a permanent and total disability in which an individual is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months.

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Director means a member of the Board of Directors.

Employee means any employee of the Company or of an Affiliate (including, without limitation, an employee who is also serving as an officer or Director of the Company or of an Affiliate), designated by the Administrator to be eligible to be granted one or more Stock Rights under the Plan.

Exchange Act means the Securities Exchange Act of 1934, as amended. Fair Market Value of a Share of Common Stock means:

(1) If the Common Stock is listed on a national securities exchange or traded in the over-the-counter market and sales prices are regularly reported for the Common Stock, the closing or, if not applicable, the last price of the Common Stock on the composite tape or other comparable reporting system for the trading day on the applicable date and if such applicable date is not a trading day, the last market trading day prior to such date;

(2) If the Common Stock is not traded on a national securities exchange but is traded on the over-the-counter market, if sales prices are not regularly reported for the Common Stock for the trading day referred to in clause (1), and if bid and asked prices for the Common Stock are regularly reported, the mean between the bid and the asked price for the Common Stock at the close of trading in the over- the-counter market for the trading day on which Common Stock was traded on the applicable date and if such applicable date is not a trading day, the last market trading day prior to such date; and

(3) If the Common Stock is neither listed on a national securities exchange nor traded in the over-the-counter market, such value as the Administrator, in good faith, shall determine in compliance with Applicable Laws.

ISO means an option intended to qualify as an incentive stock option under Section 422 of the Code.

Non-Qualified Option means an option which is not intended to qualify as an ISO.

Option means an ISO or Non-Qualified Option granted under the Plan.

Participant means an Employee, Director, or Consultant of the Company or an Affiliate to whom one or more Stock Rights are granted under the Plan. As used herein, “Participant” shall include “Participant's Survivors” where the context requires.

Plan means this Orgenesis, Inc. 2017 Equity Incentive Plan.

Securities Act means the Securities Act of 1933, as amended.

Shares means shares of the Common Stock as to which Stock Rights have been or may be granted under the Plan or any shares of capital stock into which the Shares are changed or for which they are exchanged within the provisions of Paragraph 3 of the Plan. The Shares issued under the Plan may be authorized and unissued shares or shares held by the Company in its treasury, or both.

Stock-Based Award means a grant by the Company under the Plan of an equity award or equity based award which is not an Option or Stock Grant.

Stock Grant means a grant by the Company of Shares under the Plan.

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Stock Right means a right to Shares or the value of Shares of the Company granted pursuant to the Plan -- an ISO, a Non-Qualified Option, a Stock Grant or a Stock-Based Award.

Survivor means a deceased Participant's legal representatives and/or any person or persons who acquired the Participant's rights to a Stock Right by will or by calling us at (480) 659-6404.the laws of descent and distribution.

Incorporation2.PURPOSES OF THE PLAN.

            The Plan is intended to encourage ownership of Shares by ReferenceEmployees, Directors of and certain Consultants to the Company and its Affiliates in order to attract and retain such people, to induce them to work for the benefit of the Company or of an Affiliate and to provide additional incentive for them to promote the success of the Company or of an Affiliate. The Plan provides for the granting of ISOs, Non-Qualified Options, Stock Grants and Stock-Based Awards.

3.SHARES SUBJECT TO THE PLAN.

            The number of Shares as to which Stock Rights (including ISOs) may be issued from time to time pursuant to this Plan shall be the sum of: (i) 21,000,000 shares of Common Stock, or the equivalent of such number of Shares after the Administrator, in its sole discretion, has interpreted the effect of any stock split, stock dividend, combination, recapitalization or similar transaction in accordance with Paragraph 22 of this Plan.

            If an Option ceases to be outstanding, in whole or in part (other than by exercise), or if the Company shall reacquire (at not more than its original issuance price) any Shares issued pursuant to a Stock Grant or Stock-Based Award, or if any Stock Right expires or is forfeited, cancelled, or otherwise terminated or results in any Shares not being issued, the unissued or reacquired Shares which were subject to such Stock Right shall again be available for issuance from time to time pursuant to this Plan.

            Notwithstanding the foregoing, if a Stock Right is exercised, in whole or in part, by tender of Shares or if the Company or an Affiliate's tax withholding obligation is satisfied by withholding Shares, the number of Shares deemed to have been issued under the Plan for purposes of the limitation set forth in Paragraph 3(a) above shall be the number of Shares that were subject to the Stock Right or portion thereof, and not the net number of Shares actually issued.

4.ADMINISTRATION OF THE PLAN.

            Subject to the provisions of the Plan, the Administrator is authorized to:

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To the extent that this Proxy Statement is incorporated by reference intopermitted under Applicable Law, the Board of Directors or the Administrator may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any portion of its responsibilities and powers to any other filingperson selected by it. The Board of Directors or the Administrator may revoke any such allocation or delegation at any time.

5.ELIGIBILITY FOR PARTICIPATION.

            The Administrator will, in its sole discretion, name the Participants in the Plan, provided, however, that each Participant must be an Employee, Director or Consultant of the Company or of an Affiliate at the time a Stock Right is granted. Notwithstanding the foregoing, the Administrator may authorize the grant of a Stock Right to a person not then an Employee, Director or Consultant of the Company or of an Affiliate. The actual grant of such Stock Right shall be conditioned upon such person becoming eligible to become a Participant at or prior to the time of the execution of the Agreement evidencing such Stock Right. ISOs may be granted only to Employees who are deemed to be residents of the United States for tax purposes. Non-Qualified Options, Stock Grants and Stock-Based Awards may be granted to any Employee, Director or Consultant of the Company or an Affiliate. The granting of any Stock Right to any individual shall neither entitle that individual to, nor disqualify him or her from, participation in any other grant of Stock Rights or any grant under any other benefit plan established by the Company or any Affiliate for Employees, Directors or Consultants.

6.TERMS AND CONDITIONS OF OPTIONS.

            Each Option shall be set forth in writing in an Option Agreement, duly executed by the Company and, to the extent required by law or requested by the Company, by the Participant. The Administrator may provide that Options be granted subject to such terms and conditions, consistent with the terms and conditions specifically required under this Plan, as the Administrator may deem appropriate including, without limitation, subsequent approval by the shareholders of the Company of this Plan or any amendments thereto. The Option Agreements shall be subject to at least the following terms and conditions:

            A.Non-Qualified Options: Each Option intended to be a Non-Qualified Option shall be subject to the terms and conditions which the Administrator determines to be appropriate and in the best interest of the Company, subject to the following minimum standards for any such Non-Qualified Option:

i)       Exercise Price: Each Option Agreement shall state the exercise price per share of the Shares covered by each Option, which exercise price shall be determined by the Administrator and shall be at least equal to the greater of the par value or the Fair Market Value per share of Common Stock on the date of grant of the Option.

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(ii)       Number of Shares: Each Option Agreement shall state the number of Shares to which it pertains.

(iii)       Vesting: Each Option Agreement shall state the date or dates on which it first is exercisable and the date after which it may no longer be exercised, and may provide that the Option rights accrue or become exercisable in installments over a period of months or years, or upon the occurrence of certain performance conditions or the attainment of stated goals or events.

(iv)       Additional Conditions: Exercise of any Option may be conditioned upon the Participant's execution of a Share purchase agreement in form satisfactory to the Administrator providing for certain protections for the Company and its other shareholders, including requirements that:

a.        The Participant's or the Participant's Survivors' right to sell or transfer the Shares may be restricted; and b. The Participant or the Participant's Survivors may be required to execute letters of investment intent and must also acknowledge that the Shares will bear legends noting any applicable restrictions.

v.       Term of Option: Each Option shall terminate not more than ten years from the date of the grant or at such earlier time as the Option Agreement may provide.

B.       ISOs: Each Option intended to be an ISO shall be issued only to an Employee who is deemed to be a resident of the United States for tax purposes, and shall be subject to the following terms and conditions, with such additional restrictions or changes as the Administrator determines are appropriate but not in conflict with Section 422 of the Code and relevant regulations and rulings of the Internal Revenue Service:

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7.        TERMS AND CONDITIONS OF STOCK GRANTS.

            Each Stock Grant to a Participant shall state the principal terms in an Agreement, duly executed by the Company and, to the extent required by law or requested by the Company, by the Participant. The Agreement shall be in a form approved by the Administrator and shall contain terms and conditions which the Administrator determines to be appropriate and in the best interest of the Company, subject to the following minimum standards:

8.        TERMS AND CONDITIONS OF OTHER STOCK-BASED AWARDS.

            The Administrator shall have the right to grant other Stock-Based Awards based upon the Common Stock having such terms and conditions as the Administrator may determine, including, without limitation, the grant of Shares based upon certain conditions, the grant of securities convertible into Shares and the grant of stock appreciation rights, phantom stock awards or stock units. The principal terms of each Stock-Based Award shall be set forth in an Agreement, duly executed by the Company and, to the extent required by law or requested by the Company, by the Participant. The Agreement shall be in a form approved by the Administrator and shall contain terms and conditions which the Administrator determines to be appropriate and in the best interest of the Company. Each Agreement shall include the terms of any right of the Company to terminate the Stock-Based Award without the issuance of Shares, including time- based or performance-based vesting conditions or the attainment of stated goals or events upon which Shares shall be issued.

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            To the extent a Stock-Based Award is subject to Section 409A of the Code, such Stock- Based Award shall be paid as provided in the Agreement on the earliest to occur of:

            Payment of a Stock-Based Award subject to Section 409A of the Code shall not be accelerated, except as provided in regulations issued by the Secretary of the Treasury under Section 409A of the Code.

            The Company intends that the Plan and any Stock-Based Awards granted hereunder to a United States taxpayer be exempt from the application of Section 409A of the Code, or meet the requirements of paragraphs (2), (3) and (4) of subsection (a) of Section 409A of the Code, and be operated in accordance with Section 409A of the Code, so that any compensation deferred under any Stock-Based Award (and applicable investment earnings) shall not be included in income under Section 409A of the Code. Any ambiguities in the Plan shall be construed to affect the intent as described in this Paragraph 8.

9.       EXERCISE OF OPTIONS AND ISSUE OF SHARES.

            An Option (or any part or installment thereof) shall be exercised by giving written notice to the Company or its designee (in a form acceptable to the Administrator, which may include electronic notice), together with provision for payment of the aggregate exercise price in accordance with this Paragraph for the Shares as to which the Option is being exercised, and upon compliance with any other condition(s) set forth in the Option Agreement. Such notice shall be signed by the person exercising the Option (which signature may be provided electronically in a form acceptable to the Administrator), shall state the number of Shares with respect to which the Option is being exercised and shall contain any representation required by the Plan or the Option Agreement. Payment of the exercise price for the Shares as to which such Option is being exercised shall be made (a) in United States dollars in cash or such other currencies as may be determined by the Administrator; or (b) at the discretion of the Administrator, through delivery of shares of Common Stock held for at least six months (if required to avoid negative accounting treatment) having a Fair Market Value equal as of the date of the exercise to the aggregate cash exercise price for the number of Shares as to which the Option is being exercised; or (c) at the discretion of the Administrator, by having the Company retain from the Shares otherwise issuable upon exercise of the Option, a number of Shares having a Fair Market Value equal as of the date of exercise to the aggregate exercise price for the number of Shares as to which the Option is being exercised; or (d) at the discretion of the Administrator, in accordance with a cashless exercise program established with a securities brokerage firm, and approved by the Administrator; or (e) at the discretion of the Administrator, by any combination of (a), (b), (c) and (d) above; or (e) at the discretion of the Administrator, payment of such other lawful consideration as the Administrator may determine. Notwithstanding the foregoing, the Administrator shall accept only such payment on exercise of an ISO as is permitted by Section 422 of the Code.

            Upon confirmation of the exercise of the Option by the Company, the Company shall then reasonably promptly deliver the Shares as to which such Option was exercised to the Participant (or to the Participant's Survivors, as the case may be). In determining what constitutes “reasonably promptly,” it is expressly understood that the issuance and delivery of the Shares may be delayed by the Company in order to comply with any law or regulation (including, without limitation, state securities or “blue sky” laws) which requires the Company to take any action with respect to the Shares prior to their issuance. The Shares shall, upon delivery, be fully paid, non-assessable Shares.

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            10.     PAYMENT IN CONNECTION WITH THE ISSUANCE OF STOCK GRANTS ANDSTOCK-BASED AWARDS AND ISSUE OF SHARES.

            Any Stock Grant or Stock-Based Award requiring payment of a purchase price for the Shares as to which such Stock Grant or Stock-Based Award is being granted shall be made (a) in United States dollars in cash or such other currencies as may be determined by the Administrator; or (b) at the discretion of the Administrator, through delivery of shares of Common Stock held for at least six months (if required to avoid negative accounting treatment) and having a Fair Market Value equal as of the date of payment to the purchase price of the Stock Grant or Stock-Based Award; or (c) at the discretion of the Administrator, by any combination of (a) and (b) above; or (d) at the discretion of the Administrator, by payment of such other lawful consideration as the Administrator may determine.

            The Company shall when required pursuant to the applicable Agreement, reasonably promptly deliver the Shares as to which such Stock Grant or Stock-Based Award was made to the Participant (or to the Participant's Survivors, as the case may be), subject to any escrow provision set forth in the applicable Agreement. In determining what constitutes “reasonably promptly,” it is expressly understood that the issuance and delivery of the Shares may be delayed by the Company in order to comply with any law or regulation (including, without limitation, state securities or “blue sky” laws) which requires the Company to take any action with respect to the Shares prior to their issuance.

            11.     RIGHTS AS A SHAREHOLDER.

            No Participant to whom a Stock Right has been granted shall have rights as a shareholder with respect to any Shares covered by such Stock Right, except after due exercise of an Option or issuance of Shares as set forth in any Agreement, tender of the aggregate exercise or full purchase price, if any, for the Shares being purchased and registration of the Shares in the Company's share register in the name of the Participant.

            12.     ASSIGNABILITY AND TRANSFERABILITY OF STOCK RIGHTS.

            By its terms, a Stock Right granted to a Participant shall not be transferable by the Participant other than (i) by will or by the laws of descent and distribution, or (ii) as approved by the Administrator in its discretion and set forth in the applicable Agreement provided that no Stock Right may be transferred by a Participant for value. Notwithstanding the foregoing, an ISO transferred except in compliance with clause (i) above shall no longer qualify as an ISO. The designation of a beneficiary of a Stock Right by a Participant, with the prior approval of the Administrator and in such form as the Administrator shall prescribe, shall not be deemed a transfer prohibited by this Paragraph. Except as provided above during the Participant's lifetime, a Stock Right shall only be exercisable by or issued to such Participant (or his or her legal representative) and shall not be assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted transfer, assignment, pledge, hypothecation or other disposition of any Stock Right or of any rights granted thereunder contrary to the provisions of this Plan, or the levy of any attachment or similar process upon a Stock Right, shall be null and void.

            13.     EFFECT ON OPTIONS OF TERMINATION OF SERVICE OTHER THAN “FORCAUSE” OR DEATH OR DISABILITY.

            Except as otherwise provided in a Participant's Option Agreement, in the event of a termination of service (whether as an Employee, Director or Consultant) with the Company or an Affiliate before the Participant has exercised an Option, the following rules apply:

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            14.      EFFECT ON OPTIONS OF TERMINATION OF SERVICE FOR CAUSE.

            Except as otherwise provided in a Participant's Option Agreement, the following rules apply if the Participant's service (whether as an Employee, Director or Consultant) with the Company or an Affiliate is terminated for Cause prior to the time that all his or her outstanding Options have been exercised:

a. All outstanding and unexercised Options as of the time the Participant is notified his or her service is terminated for Cause will immediately be forfeited. b. Cause is not limited to events which have occurred prior to a Participant's termination of service, nor is it necessary that the Administrator's finding of Cause occur prior to termination. If the Administrator determines, subsequent to a Participant's termination of service but prior to the exercise of an Option, that either prior or subsequent to the Participant's termination the Participant engaged in conduct which would constitute Cause, then the right to exercise any Option is forfeited.

            15.      EFFECT ON OPTIONS OF TERMINATION OF SERVICE FOR DISABILITY.

            Except as otherwise provided in a Participant's Option Agreement, a Participant who ceases to be an Employee, Director or Consultant of the Company or of an Affiliate by reason of Disability may exercise any Option granted to such Participant to the extent that the Option has become exercisable but has not been exercised on the date of the Participant's termination of service due to Disability. A Disabled Participant may exercise the Option only within the period ending one year after the date of the Participant's termination of service due to Disability, notwithstanding that the Participant might have been able to exercise the Option as to some or all of the Shares on a later date if the Participant had not been terminated due to Disability and had continued to be an Employee, Director or Consultant or, if earlier, within the originally prescribed term of the Option.

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            The Administrator shall make the determination both of whether Disability has occurred and the date of its occurrence (unless a procedure for such determination is set forth in another agreement between the Company and such Participant, in which case such procedure shall be used for such determination). If requested, the Participant shall be examined by a physician selected or approved by the Administrator, the cost of which examination shall be paid for by the Company.

            16.      EFFECT ON OPTIONS OF DEATH WHILE AN EMPLOYEE, DIRECTOR OR CONSULTANT. Except as otherwise provided in a Participant's Option Agreement, in the event of the death of a Participant while the Participant is an Employee, Director or Consultant of the Company or of an Affiliate, such Option may be exercised by the Participant's Survivors to the extent that the Option has become exercisable but has not been exercised on the date of death. If the Participant's Survivors wish to exercise the Option, they must take all necessary steps to exercise the Option within one year after the date of death of such Participant, notwithstanding that the decedent might have been able to exercise the Option as to some or all of the Shares on a later date if he or she had not died and had continued to be an Employee, Director or Consultant or, if earlier, within the originally prescribed term of the Option.

            17.     EFFECT OF TERMINATION OF SERVICE ON STOCK GRANTS AND STOCK- BASED AWARDS.

            In the event of a termination of service (whether as an Employee, Director or Consultant) with the Company or an Affiliate for any reason before the Participant has accepted a Stock Grant or a Stock-Based Award and paid the purchase price, if required, such grant shall terminate.

            For purposes of this Paragraph 17 and Paragraph 18 below, a Participant to whom a Stock Grant or a Stock-Based Award has been issued under the Plan who is absent from work with the Company or with an Affiliate because of temporary disability (any disability other than a Disability as defined in Paragraph 1 hereof), or who is on leave of absence for any purpose, shall not, during the period of any such absence, be deemed, by virtue of such absence alone, to have terminated such Participant's employment, Director status or consultancy with the Company or with an Affiliate, except as the Administrator may otherwise expressly provide.

            In addition, for purposes of this Paragraph 17 and Paragraph 18 below, any change of employment or other service within or among the Company and any Affiliates shall not be treated as a termination of employment, Director status or consultancy so long as the Participant continues to be an Employee, Director or Consultant of the Company or any Affiliate.

            18.      EFFECT ON STOCK GRANTS AND STOCK BASED AWARDS OF TERMINATION OFSERVICE OTHER THAN FOR CAUSE.

            Except as otherwise provided in a Participant's Agreement, in the event of a termination of service for any reason (whether as an Employee, Director or Consultant), other than for Cause for which event there are special rules in Paragraph 19 below, before all forfeiture provisions or Company rights of repurchase shall have lapsed, then the Company shall have the right to cancel or repurchase that number of Shares subject to a Stock Grant or Stock-Based Award as to which the Company's forfeiture or repurchase rights have not lapsed.

            With respect to a termination for a Disability, the Administrator shall make the determination both as to whether Disability has occurred and the date of its occurrence (unless a procedure for such determination is set forth in another agreement between the Company and such Participant, in which case such procedure shall be used for such determination). If requested, the Participant shall be examined by a physician selected or approved by the Administrator, the cost of which examination shall be paid for by the Company.

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            19.      EFFECT ON STOCK GRANTS OR STOCK BASED-AWARDS OF TERMINATION OFSERVICE FOR CAUSE.

            Except as otherwise provided in a Participant's Agreement, the following rules apply if the Participant's service (whether as an Employee, Director or Consultant) with the Company or an Affiliate is terminated for Cause:

a. All Shares subject to any Stock Grant or Stock Based-Award that remain subject to forfeiture provisions or as to which the Company shall have a repurchase right shall be immediately forfeited to the Company as of the time the Participant is notified his or her service is terminated for Cause. b. Cause is not limited to events which have occurred prior to a Participant's termination of service, nor is it necessary that the Administrator's finding of Cause occur prior to termination. If the Administrator determines, subsequent to a Participant's termination of service, that either prior or subsequent to the Participant's termination the Participant engaged in conduct which would constitute Cause, then all Shares subject to any Stock Grant or Stock Based- Award that remained subject to forfeiture provisions or as to which the Company had a repurchase right on the date of termination shall be immediately forfeited to the Company

20.      PURCHASE FOR INVESTMENT.

            Unless the offering and sale of the Shares shall have been effectively registered under the Securities Act, the Company shall be under no obligation to issue Shares under the Plan unless and until the following conditions have been fulfilled:

a. The person(s) who receives a Stock Right shall warrant to the Company, prior to the receipt of Shares, that such person is acquiring such Shares for his or her own account, for investment, and not with a view to, or for sale in connection with, the distribution of any such Shares, in which event the person acquiring such Shares shall be bound by the provisions of the following legend (or a legend in substantially similar form) which shall be endorsed upon the certificate(s) evidencing the Shares issued pursuant to such exercise or such grant:

“The shares represented by this certificate have been taken for investment and they may not be sold or otherwise transferred by any person, including a pledgee, unless (1) either (a) a Registration Statement with respect to such shares shall be effective under the Securities Act of 1933, as amended, or (b) the ExchangeCompany shall have received an opinion of counsel satisfactory to it that an exemption from registration under such Act is then available, and (2) there shall have been compliance with all applicable state securities laws.”

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            The Company may delay issuance of the sectionShares until completion of any action or obtaining of any consent which the Company deems necessary under any Applicable Law.

20.      DISSOLUTION OR LIQUIDATION OF THE COMPANY.

            Upon the dissolution or liquidation of the Company, all Options granted under this Plan which as of such date shall not have been exercised and all Stock Grants and Stock-Based Awards which have not been accepted, to the extent required under the applicable Agreement, will terminate and become null and void; provided, however, that if the rights of a Participant or a Participant's Survivors have not otherwise terminated and expired, the Participant or the Participant's Survivors will have the right immediately prior to such dissolution or liquidation to exercise or accept any Stock Right to the extent that the Stock Right is exercisable or subject to acceptance as of the date immediately prior to such dissolution or liquidation. Upon the dissolution or liquidation of the Company, any outstanding Stock-Based Awards shall immediately terminate unless otherwise determined by the Administrator or specifically provided in the applicable Agreement.

22.      ADJUSTMENTS.

            Upon the occurrence of any of the following events, a Participant's rights with respect to any outstanding Stock Right granted to him or her hereunder shall be adjusted as hereinafter provided, unless otherwise specifically provided in a Participant's Agreement:

            A.       Stock Dividends and Stock Splits. If (i) the shares of Common Stock shall be subdivided or combined into a greater or smaller number of shares or if the Company shall issue any shares of Common Stock as a stock dividend on its outstanding Common Stock, or (ii) additional shares or new or different shares or other securities of the Company or other non- cash assets are distributed with respect to such shares of Common Stock, each Stock Right and the number of shares of Common Stock deliverable thereunder shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made including, in the exercise or purchase price per share, to reflect such events. The number of Shares subject to the limitations in Paragraphs 3 and 4(c) shall also be proportionately adjusted upon the occurrence of such events.

            B.       Corporate Transactions. If the Company is to be consolidated with or acquired by another entity in a merger, sale of all or substantially all of the Company's assets other than a transaction to merely change the state of incorporation or other internal reorganization of the Company (a “Corporate Transaction”), the Administrator or the board of directors of any entity assuming the obligations of the Company hereunder (the “Successor Board”), shall, as to outstanding Options, either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the Shares then subject to such Options either the consideration payable with respect to the outstanding shares of Common Stock in connection with the Corporate Transaction or securities of any successor or acquiring entity; or (ii) upon written notice to the Participants, provide that such Options must be exercised (either (a) to the extent then exercisable or, (b) at the discretion of the Administrator, any such Options being made partially or fully exercisable for purposes of this Proxy Statement entitled “ReportSubparagraph), within a specified number of days of the Audit Committee” willdate of such notice, at the end of which period such Options which have not been exercised shall terminate; or (iii) terminate such Options in exchange for payment of an amount equal to the consideration payable upon consummation of such Corporate Transaction to a holder of the number of shares of Common Stock into which such Option would have been exercisable (either (A) to the extent then exercisable or, (B) at the discretion of the Administrator, any such Options being made partially or fully exercisable for purposes of this Subparagraph) less the aggregate exercise price thereof. For purposes of determining the payments to be made pursuant to Subclause (iii) above, in the case of a Corporate Transaction the consideration for which, in whole or in part, is other than cash, the consideration other than cash shall be valued at the fair value thereof as determined in good faith by the Board of Directors.

            With respect to outstanding Stock Grants, the Administrator or the Successor Board, shall make appropriate provision for the continuation of such Stock Grants on the same terms and conditions by substituting on an equitable basis for the Shares then subject to such Stock Grants either the consideration payable with respect to the outstanding Shares of Common Stock in connection with the Corporate Transaction or securities of any successor or acquiring entity. In lieu of the foregoing, in connection with any Corporate Transaction, the Administrator may provide that, upon consummation of the Corporate Transaction, each outstanding Stock Grant shall be terminated in exchange for payment of an amount equal to the consideration payable upon consummation of such Corporate Transaction to a holder of the number of shares of Common Stock comprising such Stock Grant (to the extent such Stock Grant is no longer subject to any forfeiture or repurchase rights then in effect or, at the discretion of the Administrator, all forfeiture and repurchase rights being waived upon such Corporate Transaction).

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            In taking any of the actions permitted under this Paragraph 22B, the Administrator shall not be deemed incorporated unless specifically provided otherwiseobligated by the Plan to treat all Stock Rights, all Stock Rights held by a Participant, or all Stock Rights of the same type, identically.

            C.       Recapitalization or Reorganization. In the event of a recapitalization or reorganization of the Company, other than a Corporate Transaction pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, a Participant upon exercising an Option or accepting a Stock Grant after the recapitalization or reorganization shall be entitled to receive for the price paid upon such exercise or acceptance, if any, the number of replacement securities which would have been received if such Option had been exercised or Stock Grant accepted prior to such recapitalization or reorganization.

            D.       Adjustments to Stock-Based Awards. Upon the happening of any of the events described in Subparagraphs A, B or C above, any outstanding Stock-Based Award shall be appropriately adjusted to reflect the events described in such filing.Subparagraphs. The contentAdministrator or the Successor Board shall determine the specific adjustments to be made under this Paragraph 22, including, but not limited to the effect of any Corporate Transaction, and, subject to Paragraph 4, its determination shall be conclusive.

            E.       Modification of Options. Notwithstanding the foregoing, any adjustments made pursuant to Subparagraph A, B or C above with respect to Options shall be made only after the Administrator determines whether such adjustments would (i) constitute a “modification” of any ISOs (as that term is defined in Section 424(h) of the Code) or (ii) cause any adverse tax consequences for the holders of Options, including, but not limited to, pursuant to Section 409A of the Code. If the Administrator determines that such adjustments made with respect to Options would constitute a modification or other adverse tax consequence, it may refrain from making such adjustments, unless the holder of an Option specifically agrees in writing that such adjustment be made and such writing indicates that the holder has full knowledge of the consequences of such “modification” on his or her income tax treatment with respect to the Option. This paragraph shall not apply to the acceleration of the vesting of any ISO that would cause any portion of the ISO to violate the annual vesting limitation contained in Section 422(d) of the Code, as described in Paragraph 6(B)(iv).

23.      ISSUANCES OF SECURITIES.

            Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or that cansecurities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be accessed through, our website is not incorporated into this Proxy Statement.made with respect to, the number or price of shares subject to Stock Rights. Except as expressly provided herein, no adjustments shall be made for dividends paid in cash or in property (including without limitation, securities) of the Company prior to any issuance of Shares pursuant to a Stock Right.

-36-24.       FRACTIONAL SHARES.

Availability            No fractional shares shall be issued under the Plan and the person exercising a Stock Right shall receive from the Company cash in lieu of Annual Report on Form 10-Ksuch fractional shares equal to the Fair Market Value thereof.

We will provide without charge to each person being solicited by this Proxy Statement, on25.       CONVERSION OF ISOs INTO NON-QUALIFIED OPTIONS; TERMINATION OFISOs.

            The Administrator, at the written request of any Participant, may in its discretion take such person,actions as may be necessary to convert such Participant's ISOs (or any portions thereof) that have not been exercised on the date of conversion into Non-Qualified Options at any time prior to the expiration of such ISOs, regardless of whether the Participant is an Employee of the Company or an Affiliate at the time of such conversion. At the time of such conversion, the Administrator (with the consent of the Participant) may impose such conditions on the exercise of the resulting Non-Qualified Options as the Administrator in its discretion may determine, provided that such conditions shall not be inconsistent with this Plan. Nothing in the Plan shall be deemed to give any Participant the right to have such Participant's ISOs converted into Non-Qualified Options, and no such conversion shall occur until and unless the Administrator takes appropriate action. The Administrator, with the consent of the Participant, may also terminate any portion of any ISO that has not been exercised at the time of such conversion.

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26.      WITHHOLDING.

            In the event that any U.S. federal, other country, state, or local income taxes, employment taxes, Federal Insurance Contributions Act (“F.I.C.A.”) withholdings or other amounts are required by Applicable Law to be withheld from the Participant's salary, wages or other remuneration in connection with the issuance of a copyStock Right or Shares under the Plan or for any other reason required by Applicable Law, the Company may withhold from the Participant's compensation, if any, or may require that the Participant advance in cash to the Company, or to any Affiliate of our annual reportthe Company which employs or employed the Participant, the statutory minimum amount of such withholdings unless a different withholding arrangement, including the use of shares of the Company's Common Stock or a promissory note, is authorized by the Administrator (and permitted by law). For purposes hereof, the fair market value of the shares withheld for purposes of payroll withholding shall be determined in the manner set forth under the definition of Fair Market Value provided in Paragraph 1 above, as of the most recent practicable date prior to the date of exercise. If the Fair Market Value of the shares withheld is less than the amount of payroll withholdings required, the Participant may be required to advance the difference in cash to the Company or the Affiliate employer. The Administrator in its discretion may condition the exercise of an Option for less than the then Fair Market Value on Form 10-Kthe Participant's payment of such additional withholding.

27.      NOTICE TO COMPANY OF DISQUALIFYING DISPOSITION.

            Each Employee who receives an ISO must agree to notify the Company in writing immediately after the Employee makes a Disqualifying Disposition of any Shares acquired pursuant to the exercise of an ISO. A Disqualifying Disposition is defined in Section 424(c) of the Code and includes any disposition (including any sale or gift) of such Shares before the later of (a) two years after the date the Employee was granted the ISO, or (b) one year after the date the Employee acquired Shares by exercising the ISO, except as otherwise provided in Section 424(c) of the Code. If the Employee has died before such Shares are sold, these holding period requirements do not apply and no Disqualifying Disposition can occur thereafter.

28.      TERMINATION OF THE PLAN.

            The Plan will terminate on February __, 2027, the date which is ten years from theearlier of the date of its adoption by the Board of Directors and the date of its approval by the shareholders of the Company. The Plan may be terminated at an earlier date by vote of the shareholders or the Board of Directors of the Company; provided, however, that any such earlier termination shall not affect any Agreements executed prior to the effective date of such termination. Termination of the Plan shall not affect any Stock Rights theretofore granted.

29.      AMENDMENT OF THE PLAN AND AGREEMENTS.

            The Plan may be amended by the shareholders of the Company. The Plan may also be amended by the Administrator, including, without limitation, to the extent necessary to qualify any or all outstanding Stock Rights granted under the Plan or Stock Rights to be granted under the Plan for favorable federal income tax treatment (including deferral of taxation upon exercise) as may be afforded incentive stock options under Section 422 of the Code or any other tax regulation of any applicable jurisdiction, and to the extent necessary to qualify the Shares issuable under the Plan for listing on any national securities exchange or quotation in any national automated quotation system of securities dealers or other exchange. Any amendment approved by the Administrator which the Administrator determines is of a scope that requires shareholder approval shall be subject to obtaining such shareholder approval. Other than as set forth in Paragraph 22 of the Plan, the exercise price of an Option may not be reduced without stockholder approval.

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            Any modification or amendment of the Plan shall not, without the consent of a Participant, adversely affect his or her rights under a Stock Right previously granted to him or her. With the consent of the Participant affected, the Administrator may amend outstanding Agreements in a manner which may be adverse to the Participant but which is not inconsistent with the Plan. In the discretion of the Administrator, outstanding Agreements may be amended by the Administrator in a manner which is not adverse to the Participant.

30.      EMPLOYMENT OR OTHER RELATIONSHIP.

            Nothing in this Plan or any Agreement shall be deemed to prevent the Company or an Affiliate from terminating the employment, consultancy or Director status of a Participant, nor to prevent a Participant from terminating his or her own employment, consultancy or Director status or to give any Participant a right to be retained in employment or other service by the Company or any Affiliate for any period of time.

31.      GOVERNING LAW.

            This Plan shall be construed and enforced in accordance with the laws of Nevada.

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Appendix B

FORM OF
CERTIFICATE OF AMENDMENT TO
ARTICLES OF INCORPORATION
OF
ORGENESIS INC.
(Pursuant to NRS 78.385 and 78.390)

            Pursuant to the provisions of the Nevada Revised Statutes, Chapter 78, the undersigned officer does hereby certify:

Article 3 of the Corporation’s articles of incorporation is amended to read in full as follows:

3. Shares:

            The Corporation is authorized to issue 2 classes of stock designated, respectively, “Common Stock” and “Preferred Stock.” The number of shares of Common Stock this Corporation is authorized to issue is 145,833,334 (par value per share equal to $0.0001), and the number of shares of Preferred Stock this Corporation is authorized to issue is 10,000,000 (par value per share equal to $0.0001) .

            The following is a statement of the rights, preferences, privileges and restrictions granted to or imposed upon each class of shares of the capital stock of the Corporation and the holders thereof.

            A.COMMON STOCK

                          1.General. The voting, dividend and liquidation rights of the holders of the Common Stock are subject to and qualified by the rights, preferences, privileges and restrictions of the holders of the Preferred Stock, if any, as determined by the board of directors pursuant to Subsection (B) below with respect to any series of Preferred Stock.

                          2.Voting. The holders of the Common Stock are entitled to 1 vote for each share of Common Stock held at all meetings of stockholders (and written actions in lieu of meetings);provided,however, that, except as otherwise required by law, holders of Common Stock, as such, shall not be entitled to vote on Form 10-K/A)the prescription, issuance or reissuance of any series of Preferred Stock by the Corporation pursuant to Subsection (B) below, whether pursuant to an amendment to the articles of incorporation, the filing of a certificate of designation, or otherwise, or on any amendment to the articles of incorporation, or any certificate of designation, that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such series of Preferred Stock are entitled, either separately or together with the holders of one or more other series of Preferred Stock, to vote thereon pursuant to the articles of incorporation, a certificate of designation, applicable law or otherwise.

                          3.Authorization of Additional Shares. The Corporation shall from time to time take all necessary action to amend the articles of incorporation to increase the authorized number of the shares of its Common Stock, to the minimum extent indicated, if at any time the number of shares of Common Stock remaining unissued and available for issuance shall not be sufficient to permit the year ended November 30, 2017,conversion of any Preferred Stock or the exercise of options for Common Stock granted by the Corporation. No stockholder shall be entitled to vote with regard to, and no vote of stockholders shall be required with regard to, any amendment of the articles of incorporation adopted pursuant to the preceding sentence.

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            B.PREFERRED STOCK

                          1.Issuance and Reissuance. Preferred Stock may be issued from time to time in one or more series, each of such series to consist of such number of shares and to have such rights, privileges, preferences and restrictions as stated or expressed in the resolution prescribing such series adopted by the board of directors of the Corporation as hereinafter provided. Any shares of Preferred Stock which may be redeemed, purchased or acquired by the Corporation may be reissued except as otherwise provided by law or by the terms of any series of Preferred Stock.

                          2.Blank Check Preferred Stock. Authority is hereby expressly granted to the board of directors from time to time to prescribe one or more series of Preferred Stock, and in connection with the prescription of any such series, by resolution to designate and to fix the number of shares of any such series and to determine and fix such voting powers, full or limited, or no voting powers, and such other rights, privileges, preferences, designations, limitations and restrictions of any wholly unissued series, including, without limitation thereof, dividend rights, special voting rights, conversion rights, redemption privileges and liquidation preferences, as shall be stated and expressed in such resolution, all to the financial statementsfull extent now or hereafter permitted by Chapter 78 of the Nevada Revised Statutes or any successor thereto. Upon the board of directors’ prescription of any such series of Preferred Stock, an officer of the Corporation must file a certificate of designation to establish such series of Preferred Stock as provided by law. Without limiting the generality of the foregoing, and financial statement schedules included therein. Allsubject to the rights of any series of Preferred Stock then in existence, the resolution prescribing any series of Preferred Stock may provide that particular rights or preferences of such requests shouldseries shall be directedsuperior to Investor Relations,or rank equally with or be junior to the corresponding rights or preferences of any other series of Preferred Stock to the full extent now or hereafter permitted by Chapter 78 of the Nevada Revised Statutes or any successor thereto. The board of directors, within any limits stated in the resolution of the board of directors originally prescribing the number of shares constituting any series of Preferred Stock, may increase or decrease (but not below the number of shares of such series then outstanding) the number of authorized shares of such series subsequent to the issue of shares of that series; if such increase or decrease is the only amendment being effected, no stockholder shall be entitled to vote with regard to, and no vote of stockholders (of any class and/or series) shall be required with regard to, any amendment of certificate of designation approved pursuant to this sentence.

            IN WITNESS WHEREOF, this Certificate of Amendment to the Articles of Incorporation of Orgenesis Inc., 20271 Goldenrod Lane, Germantown MD 208176, or by calling us at (480) 659-6404.

By Orderis executed as of the BoardNovember ____, 2019.

/s/ Vered Caplan
Vered Caplan
Chief Executive Officer

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