Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain


          Officers.


(d) Election of Director

On January 9, 2020, the Board of Directors (the "Board") of Orgenesis, Inc. (the "Company"), following the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Mario Philips as an independent director to the Board to serve immediately as a member of the Board with a term expiring at the Company's 2020 annual meeting of stockholders. Mr. Philips has been appointed to serve on the Audit Committee of the Board.

In connection with Mr. Philips's election to the Board, and pursuant to the Company's Non-Employee Director Compensation Policy (the "Director Compensation Policy"), the Board granted to Mr. Philips a stock option to purchase up to 6,250 shares of the Company's common stock. The stock option will have an exercise price per share of $4.70, the closing price of the Company's common stock on The Nasdaq Capital Market on the date of grant. The stock option will vest in substantially equal installments on each of the first three anniversaries of the date of grant, subject to Mr. Philips's continued service as a director.

In addition, Mr. Philips is entitled to receive an annual cash retainer of $30,000 and an annual grant of a stock option to purchase 12,500 shares for his service as a non-employee director of the Company pursuant to the Director Compensation Policy.

There are no arrangements or understandings between Mr. Philips and any other person pursuant to which Mr. Philips was appointed as a director. There are no transactions to which the Company is a party and in which Mr. Philips has a material interest that are required to be disclosed under Item 404(a) of Regulation S-K. Mr. Philips has not previously held any positions with the Company and has no family relations with any directors or executive officers of the Company.

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