Orgenesis (ORGS) 10-Q 16 Oct 17 2017 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Aug. 31, 2017	Oct. 16, 2017
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Aug. 31, 2017
Trading Symbol	orgs
Entity Registrant Name	Orgenesis Inc.
Entity Central Index Key	1,460,602
Current Fiscal Year End Date	--11-30
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		121,779,252
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well Known Seasoned Issuer	No
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q3

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Aug. 31, 2017	Nov. 30, 2016
CURRENT ASSETS:
Cash and cash equivalents	$ 762	$ 891
Accounts receivable, net	2,106	1,229
Prepaid expenses and other receivables	1,668	779
Grants receivable	173	906
Inventory	965	400
Total current assets	5,674	4,205
NON CURRENT ASSETS:
Property and equipment, net	5,025	4,573
Restricted cash	6	5
Intangible assets, net	15,480	15,050
Goodwill	10,683	9,584
Investments in associate, net	475	0
Other assets	79	70
Total non-current assets	31,748	29,282
TOTAL ASSETS	37,422	33,487
CURRENT LIABILITIES:
Short-term bank credit	0	21
Accounts payable	3,689	4,554
Accrued expenses and other payables	1,408	1,205
Employees and related payables	2,343	1,680
Related parties	44	42
Advance payments on account of grant	1,978	243
Short-term loans and current maturities of long term loans	376	1,111
Deferred income	4,944	1,273
Current maturities of convertible loans	2,789	2,541
Convertible bonds	0	1,818
Price protection derivative	0	76
Investments in associate, net	0	12
TOTAL CURRENT LIABILITIES	17,571	14,576
LONG-TERM LIABILITIES:
Loans payable	3,397	3,291
Convertible loans	1,444	1,059
Warrants	873	1,843
Retirement benefits obligation	5	5
Put option derivative	273	273
Deferred taxes	2,608	1,862
TOTAL LONG-TERM LIABILITIES	8,600	8,333
TOTAL LIABILITIES	26,171	22,909
COMMITMENTS	0	0
EQUITY:
Common stock	12	12
Additional paid-in capital	50,518	41,605
Receipts on account of shares to be allotted	852	0
Accumulated other comprehensive loss	1,214	(1,205)
Accumulated deficit	(41,345)	(29,834)
TOTAL EQUITY	11,251	10,578
TOTAL LIABILITIES AND EQUITY	$ 37,422	$ 33,487

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Aug. 31, 2017	Aug. 31, 2016	Aug. 31, 2017	Aug. 31, 2016
REVENUES	$ 2,562	$ 1,849	$ 6,712	$ 4,501
COST OF REVENUES	1,867	1,829	4,900	5,273
GROSS PROFIT (LOSS)	695	20	1,812	(772)
RESEARCH AND DEVELOPMENT EXPENSES, net	500	775	1,906	1,663
AMORTIZATION OF INTANGIBLE ASSETS	423	408	1,201	1,217
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES	3,184	1,279	7,887	4,618
OPERATING LOSS	3,412	2,442	9,182	8,270
FINANCIAL EXPENSES (INCOME), net	(2,032)	574	1,488	(645)
SHARE IN LOSSES OF ASSOCIATED COMPANY	152	0	348	0
LOSS BEFORE INCOME TAXES	1,532	3,016	11,018	7,625
TAX EXPENSES (BENEFIT)	421	(372)	493	(1,313)
NET LOSS	$ 1,953	$ 2,644	$ 11,511	$ 6,312
EARNINGS (LOSS) PER SHARE:
Basic	$ (0.02)	$ (0.02)	$ (0.10)	$ (0.06)
Diluted	$ (0.02)	$ (0.02)	$ (0.10)	$ (0.06)
WEIGHTED AVERAGE NUMBER OF SHARES USED IN COMPUTATION OF BASIC AND DILUTED EARNINGS (LOSS) PER SHARE:
Basic	123,349,597	111,188,616	113,433,712	108,784,862
Diluted	124,625,412	111,188,616	113,746,212	108,784,862
OTHER COMPREHENSIVE LOSS:
Net Loss	$ 1,953	$ 2,644	$ 11,511	$ 6,312
Translation adjustments	(1,430)	36	(2,419)	(1,047)
TOTAL COMPREHENSIVE LOSS	$ 523	$ 2,680	$ 9,092	$ 5,265

CONDENSED CONSOLIDATED STATEME4

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	Receipts on Account of Share to be Allotted [Member]	Accumulated Other Comprehensive Loss[Member]	Accumulated Deficit [Member]	Total
Beginning Balance at Nov. 30, 2015	$ 6	$ 14,229	$ 1,251	$ (1,286)	$ (20,640)	$ (6,440)
Beginning Balance (Shares) at Nov. 30, 2015	55,835,950
Stock-based compensation to employees and directors		990				990
Stock-based compensation to service providers		1,148				1,148
Warrants and shares to be issued due to extinguishment of a convertible loan		114				114
Beneficial conversion feature of convertible loans		245				245
Issuance of shares from investments and conversion of convertible loans	$ 1	1,948	(1,251)			698
Issuance of shares from investments and conversion of convertible loans (Shares)	12,844,455
Reclassification of redeemable common stock	$ 4	21,454				21,458
Reclassification of redeemable common stock (Shares)	42,401,724
Receipts on account of shares to be allotted			887			887
Comprehensive income (loss) for the period				1,047	(6,312)	(5,265)
Ending Balance at Aug. 31, 2016	$ 11	40,128	887	(239)	(26,952)	13,835
Ending Balance (Shares) at Aug. 31, 2016	111,082,129
Beginning Balance at Nov. 30, 2016	$ 12	41,605		(1,205)	(29,834)	10,578
Beginning Balance (Shares) at Nov. 30, 2016	114,096,461
Stock-based compensation to employees and directors		1,156				1,156
Stock-based compensation to service providers		1,824				1,824
Stock-based compensation to service providers (Shares)	950,000
Issuance of warrants and beneficial conversion feature of convertible loans		2,550				2,550
Issuance of shares and receipts on account of shares and warrants to be allotted and cancelation of contingent shares		3,383	852			4,235
Issuance of shares and receipts on account of shares and warrants to be allotted and cancelation of contingent shares (Shares)	2,936,918
Comprehensive income (loss) for the period				2,419	(11,511)	(9,092)
Ending Balance at Aug. 31, 2017	$ 12	$ 50,518	$ 852	$ 1,214	$ (41,345)	$ 11,251
Ending Balance (Shares) at Aug. 31, 2017	117,983,379

CONDENSED CONSOLIDATED STATEME5

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Aug. 31, 2017	Aug. 31, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (11,511)	$ (6,312)
Adjustments required to reconcile net loss to net cash used in operating activities:
Stock-based compensation	2,817	2,085
Loss from extinguishment of a convertible loan	0	229
Share in losses of associated company	348	0
Depreciation and amortization expenses	1,874	1,987
Change in fair value of warrants and embedded derivatives	(1,276)	(1,172)
Change in fair value of convertible bonds	(157)	(115)
Interest expenses accrued on loans and convertible loans (including amortization of beneficial conversion feature)	818	494
Changes in operating assets and liabilities:
Increase in accounts receivable	(682)	(603)
Increase in inventory	(484)	(73)
Increase in other assets	(1)	(17)
Increase in prepaid expenses and other accounts receivable	(818)	(220)
Increase (decrease) in accounts payable	(1,230)	637
Increase in accrued expenses and other payables	192	242
Increase in employee and related payables	554	523
Increase in deferred income	3,268	402
Increase in advance payments and receivables on account of grant, net	2,358	50
Increase (decrease) in deferred taxes	494	(1,314)
Net cash used in operating activities	(3,436)	(3,177)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment	(639)	(1,049)
Disposals of property and equipment	31	0
Investments in associate	(835)	0
Net cash used in investing activities	(1,443)	(1,049)
CASH FLOWS FROM FINANCING ACTIVITIES:
Short-term line of credit	(21)	17
Proceeds from issuance of shares and warrants (net of transaction costs)	4,307	1,488
Proceeds from issuance of convertible loans (net of transaction costs)	4,932	1,258
Repayment of convertible loans and convertible bonds	(3,766)	0
Repayment of short and long-term debt	(1,102)	(2,446)
Net cash provided by financing activities	4,350	317
NET CHANGE IN CASH AND CASH EQUIVALENTS	(529)	(3,909)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	400	11
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	891	4,168
CASH AND CASH EQUIVALENTS AT END OF PERIOD	762	270
SUPPLEMENTAL NON-CASH FINANCING ACTIVITIES
Conversion of loans and bonds (including accrued interest) to common stock and warrants	106	1,028
Reclassification of redeemable common stock to equity	$ 0	$ 21,458

GENERAL AND BASIS OF PRESENTATI

GENERAL AND BASIS OF PRESENTATION	9 Months Ended
	Aug. 31, 2017
GENERAL AND BASIS OF PRESENTATION [Text Block]	NOTE 1 - GENERAL AND BASIS OF PRESENTATION Orgenesis Inc., a Nevada corporation, is a biopharmaceutical company with expertise and experience in cell therapy development and manufacturing specializing in cell therapy development for advanced medicinal products serving the regenerative medicine industry. In addition, the Company is developing a novel and proprietary cell therapy trans-differentiation technologies for the treatment of diabetes. The cell therapy technology is based on the research work of Prof. Sarah Ferber, the Company's Chief Science Officer and a researcher at Tel Hashomer Medical Research (“THM”), a leading medical hospital and research center in Israel, who established a proof of concept that demonstrates the capacity to induce a shift in the developmental fate of cells from the liver and transdifferentiating (converting) them into “pancreatic beta cell-like” insulin-producing cells. The combination of proprietary cell therapy trans-differentiation technologies for the treatment of diabetes and a revenue-generating contract development and manufacturing service business provides the Company with unique capabilities. As used in this report and unless otherwise indicated, the term “Company” refers to Orgenesis Inc. and its subsidiaries (“Subsidiaries”). Unless otherwise specified, all amounts are expressed in United States dollars. Basis of Presentation These unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. GAAP, pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial statements. Accordingly, they do not contain all information and notes required by U.S. GAAP for annual financial statements. In the opinion of management, the unaudited condensed consolidated interim financial statements reflect all adjustments, which include normal recurring adjustments, necessary for a fair statement of the Company’s consolidated financial position as of August 31, 2017, and the consolidated statements of comprehensive loss for the three and nine months ended August 31, 2017 and 2016, and the changes in equity and cash flows for the nine months period ended August 31, 2017 and 2016. The interim results, are not necessarily indicative of the results to be expected for the year ending November 30, 2017. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended November 30, 2016. Going Concern The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As of August 31, 2017, the Company had accumulated losses of approximately $41 million and expects to incur further losses in the development of its business. Presently, the Company does not have sufficient cash to meet its requirements in the following twelve months. These factors raise substantial doubt about the Company's ability to continue as a going concern. The Company’s continuation as a going concern is dependent on its ability to obtain additional financing as may be required and ultimately to attain profitability. In the event that the remaining subscription proceeds from a private placement with an institutional investor referred to below, in the aggregate amount of $12 million (out of total committed amount $16 million) will not be paid periodically through August 2018, then the Company will need to raise significant funds in order to continue to meet its liquidity needs, realize its business plan and maintain operations. The Company’s current cash balance is not sufficient to support its operations as presently conducted or permit it to take advantage of business opportunities that may arise. Management of the Company is continuing its efforts to generate sustainable profits from its CDMO business and to secure funds through equity and/or debt instruments for its operations and business opportunities investments. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. There can be no assurance that management will be successful in implementing its business plan or that the successful implementation of its business plan will actually improve the Company’s operating results. If the Company is unable to raise the necessary capital, the Company may have to cease curtail or reduce operations. The Company has been funding its operations primarily from the proceeds from private placements of the Company’s convertible debt and equity securities and from revenues generated by MaSTherCell. From December 2016 through August 2017, the Company received, through MaSTherCell, proceeds of approximately $6.1 million in revenues and accounts receivable from customers and $9 million from the private placement to accredited investors of its equity and equity linked securities and convertible loans, out of which $3.5 are million from the institutional investor definitive agreements in January 2017 for the private placement of units of the Company’s securities for aggregate subscription proceeds to the Company of $16 million. The subscription proceeds are payable on a periodic basis through August 2018. In addition, from September 1, 2017 through October 16, 2017, the Company raised an additional $1.1 million from the proceeds of the private placement to certain accredited investors of its equity and equity linked securities and Company received, through MaSTherCell, proceeds of approximately $1 million in accounts receivable from its customers.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Aug. 31, 2017
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Text Block]	NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accounting policies adopted are consistent with those of the previous financial year.

SEGMENT INFORMATION

SEGMENT INFORMATION	9 Months Ended
	Aug. 31, 2017
SEGMENT INFORMATION [Text Block]	NOTE 3 - SEGMENT INFORMATION The Chief Executive Officer ("CEO") is the Company’s chief operating decision-maker ("CODM"). Based on the Company's organizational structure, its business activities and information reviewed by the CODM for the purposes of allocating resources and assessing performance, management has determined that there are two operating segments. CDMO The CDMO activity is comprised of a specialization in cell therapy development for advanced therapeutic products and is comprised of two types of services to its customers: (i) process and assay development services and (ii) cGMP contract manufacturing services. The CDMO activities include the operations of MaSTherCell. CTB The Cellular Therapy Business (“CTB”) activity is based on the technology licensed by the Israeli Subsidiary, that demonstrates the capacity to induce a shift in the developmental fate of cells from the liver and differentiating (converting) them into “pancreatic beta cell-like” insulin producing cells for patients with Type 1 Diabetes. The Company assesses the performance based on a measure of "Adjusted EBIT" (earnings before financial expenses and tax, and excluding share-based compensation expenses and non-recurring income or expenses). The measure of assets has not been disclosed for each segment. Segment data for the nine months ended August 31, 2017 is as follows: Corporate and CDMO CTB Eliminations Consolidated (in thousands) Revenues from external customers $ 7,705 (993 ) $ 6,712 Cost of revenues (4,358 ) 403 (3,955 ) Research and development expenses, net (1,932 ) 590 (1,342 ) Operating expenses (916 ) (6,060 ) (6,976 ) Depreciation and amortization expenses (2,145 ) (7 ) (2,152 ) Segment Performance $ 286 (8,000 ) - (7,714 ) Stock-based compensation (2,817 ) (2,817 ) Financial expenses , net* (139 ) (139 ) Share in losses of associated company (348 ) (348 ) Loss before income taxes (11,018 ) * Excluding $1,389 thousand stock based compensation included in financial expenses. Segment data for the nine months ended August 31, 2016 is as follows: Corporate and CDMO CTB Eliminations Consolidated (in thousands) Net revenues from external customers $ 4,826 $ $ (325 ) $ 4,501 Cost of revenues (4,968 ) 463 (4,505 ) Research and development expenses, net (1,239 ) (138 ) (1,377 ) Operating expenses (1,518 ) (1,299 ) (2,817 ) Depreciation and amortization expense (1,984 ) (3 ) (1,987 ) Segment Performance $ (3,644 ) $ (2,541 ) - (6,185 ) Share-based compensation (2,085 ) (2,085 ) Financial income, net 645 645 Loss before income taxes $ (7,625 ) Segment data for the three months ended August 31, 2017 is as follows: Corporate and CDMO CTB Eliminations Consolidated (in thousands) Net revenues from external customers $ 2,956 (394 ) 2,562 Cost of revenues (1,439 ) 95 (1,344 ) Research and development expenses, net (688 ) 299 (389 ) Operating expenses (1,641 ) (1,272 ) (2,913 ) Depreciation and amortization expense (945 ) - (945 ) Segment Performance $ (1,069 ) (1,960 ) - (3,029 ) Share-based compensation (108 ) (108 ) Financial income, net* 1,757 1,757 Share in losses of associated company (152 ) (152 ) Loss before income taxes 1,532 * Excluding $275 thousand stock based compensation included in financial income. Segment data for the three months ended August 31, 2016 is as follows: Corporate and CDMO CTB Eliminations Consolidated (in thousands) Revenues from external customers $ 1,852 $ $ (3 ) $ 1,849 Cost of revenues (1,748 ) 164 (1,584 ) Research and development expenses, net (565 ) (161 ) (726 ) Operating expenses (453 ) (448 ) (901 ) Depreciation and amortization expense (651 ) (1 ) (652 ) Segment Performance $ (1,000 ) $ (1,014 ) - (2,014 ) Share-based compensation (428 ) (428 ) Financial income (expenses), net (574 ) (574 ) Loss before income taxes $ (3,016 ) Geographic, Product and Customer Information Substantially all the Company's revenues and long-lived assets are located in Belgium through its controlled subsidiary MaSTherCell. Manufacturing activities show a significant increase of revenues in line with the company Business Plan. It reflects market recognition in CDMO business expertise and the adequacy of the Company strategy. Revenues from single customers from the CDMO segment that exceed 10% of total net revenues are: Three Months Ended Nine Months Ended August 31, August 31, August 31, August 31, 2016 2017 2016 2017 (in thousands) Customer A $ 852 $ 1,031 $ 2,813 $ 2,626 Customer B - 291 - 1,163 Customer C 809 1,904 Customer D $ 679 $ $ 1,637 $ CDMO business has substantially diversified revenues by source signing contracts with leading Biotech companies in their respective cell-based therapy field and strengthened its revenue base over the last three quarters. In January 2017, MaSTherCell entered into a service agreement with Les Laboratoires Servier ("Servier") for the development of its CAR-T cell therapy manufacturing platform and in June 2017, MaSTherCell entered into a service agreement with CRISPR Therapeutics AG ("CRISPR") for the development and manufacturing of allogeneic cell therapies.

CONVERTIBLE LOAN AGREEMENTS

CONVERTIBLE LOAN AGREEMENTS	9 Months Ended
	Aug. 31, 2017
CONVERTIBLE LOAN AGREEMENTS [Text Block]	NOTE 4 – CONVERTIBLE LOAN AGREEMENTS (a) On January 12, 2017, the Company repaid the outstanding principal amount and accrued interest in the amount of $51 thousand on convertible loans that were issued during September 2016. The transaction had no material impact on the comprehensive loss for the period. (b) During the nine months ended August 31, 2017, the Company entered into several unsecured convertible note agreements with accredited or offshore investors for an aggregate amount of $3.95 million. The loans bear an annual interest rate of 6% and mature in two years from the date of issuance, unless converted earlier. The notes provide that the entire principal amount under the notes and accrued interest automatically convert into units as in the agreement upon the earlier to occur of any of the following: (i) the closing of an offering of equity securities of the Company with gross proceeds to the Company greater than $10 million (ii) the trading of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) on the over-the counter market or an exchange at a weighted average price of at least $0.52 (adjusted for certain capital events such as stock splits) for fifty (50) consecutive trading days, or (iii) the listing of the Company’s Common Stock on a U.S. National Exchange. Since the closing price of the Company’s publicly traded stock is greater than the effective conversion price on the closing date, the conversion feature is considered "beneficial" to the holders and equal to $2.24 million. The difference is treated as issued equity and reduces the carrying value of the host debt; the discount is accreted as deemed interest on the debt. The transaction costs were approximately $405 thousand, out of which $129 thousand was the fair value of warrants for the purchase of 434,436 shares of Common Stock granted to three holders as a success fee, exercisable at $0.52 per share for three years. The fair value of those warrants as of the date of grant was evaluated using the Black-Scholes valuation model. (c) During the nine months ended August 31, 2017, the Company entered into several unsecured convertible note agreements with accredited or offshore investors for an aggregate amount of $0.8 million. The notes have 0% or 6% interest rate and are scheduled to mature between nine months and one year unless converted earlier. At any time, all or a portion of the outstanding principal amount and accrued but unpaid interest thereon may be converted at the Holder’s option into shares of the Company common stock at a price of $0.52 per share. The Company also issued to the investors three-year warrants to purchase up to 1,746,063 shares of the Company’s Common Stock at a per share exercise price of $0.52. Since the closing price of the Company’s publicly traded stock is greater than the effective conversion price on the measurement date, the conversion feature is considered "beneficial" to the holders and equal to $81 thousand. The difference is treated as issued equity and reduces the carrying value of the host debt; the discount is accreted as deemed interest on the debt. (d) On January 23, 2017, the Company and a Non-U.S. institutional investor, entered into an agreement pursuant to which the investor advanced to the Company $400,000 at per annum rate of 6% and with a maturity date of April 23, 2017. The transaction costs were approximately $71 thousand, out of which $35 thousand as stock based compensation due to issuance of 76,923 warrants and 32,051 shares. The fair value of those warrants as of the date of grant was evaluated by using the Black-Scholes valuation model. The principal amount and accrued interest were repaid by the Company on March 7, 2017 and, in accordance with the terms of the agreement, the Company issued to the investor 650,000 restricted shares of the Company’s Common Stock. The fair value of the shares as of March 7, 2017, was $494 thousand and was recorded as financial expenses. (e) In January 2017 MaSTherCell repaid all but one of its bondholders (originally issued on September 14, 2014), and the aggregate payment amounted to $1.7 million (€ 1.5 million). On January 17, 2017, the remaining bondholder agreed to extend the duration of his Convertible bond until March 21, 2017. In consideration for the extension, the Company issued to the bondholder warrants to purchase 102,822 shares of the Company’s Common Stock, exercisable over a three-year period at a per share exercise price of $0.52. The fair value of those warrants as of the date of grant was $20 thousand using the Black-Scholes valuation model. On March 20, 2017, the remaining bondholder agreed to convert his convertible bonds into 488,182 shares of the Company’s Common Stock. The Company returned to treasury from the escrow arrangement entered into in March 2015 in connection with the MaSTherCell acquisition a total of 3,157,716 consideration, in accordance with the terms of the MaSTherCell acquisition agreement. These shares have been retired and cancelled. (f) On February 27, 2017, the Company and Admiral Ventures Inc. (“Admiral”) entered into an agreement resolving the payment of amounts owed to Admiral. Under the terms of the settlement agreement, Admiral extended the maturity date to June 30, 2018. The Company agreed to pay to Admiral, on or before March 1, 2017, between $0.3 million and $1.5 million. Further, beginning April 2017, the Company agreed to make a monthly payment of $125 thousand on account of remaining unpaid balance, and also agreed to remit 25% of all amounts received from equity financing raised above $1 million and 20% of such amounts above $500 thousand on account of amounts owed. The Company accounted for the above changes as a modification of the old debt. On March 1 and July 17, 2017, the Company repaid $1.5 million and $125 thousand on account of the principal amount of the loan and accrued interest, respectively. As of August 31, 2017, the Company was in arrears in its payment obligations under such agreement. See also Note 10(c).

COMMITMENTS

COMMITMENTS	9 Months Ended
	Aug. 31, 2017
COMMITMENTS [Text Block]	NOTE 5 – COMMITMENTS Grants In April 2016, the Belgian Subsidiary received the formal approval from the Walloon Region, Belgium (Service Public of Wallonia, DGO6) (“DGO6”) for a budgeted € 1.3 million ($1.5 million) support program for CTB activity. The financial support is awarded to the Belgian subsidiary Orgenesis as a recoverable advance payment at 55% of budgeted costs, or for a total of € 0.7 million thousand ($0.8 million). The grant will be paid over the project period. On December 19, 2016, the Belgian Subsidiary received a first payment of € 359 thousand ($374 thousand). On October 8, 2016, the Belgian subsidiary received the formal approval from the DGO6 for an additional budget of € 12.3 million ($12.8 million) support program for the GMP production of AIP cells for two clinical trials that will be performed in Germany and Belgium. The project will be held during a period of three years commencing January 1, 2017. The financial support is awarded to the Belgium subsidiary at 55% of budgeted costs, a total of € 6.8 million ($7 million). The grant will be paid over the project period. On December 19, 2016, the Belgian Subsidiary received a first payment of € 1.7 million ($1.8 million).

EQUITY

EQUITY	9 Months Ended
	Aug. 31, 2017
EQUITY [Text Block]	NOTE 6 – EQUITY Financings 1) During the nine months ended August 31, 2017, the Company entered into definitive agreements with accredited and other qualified investors relating to a private placement (the “Private Placement”) of (i) 1,286,944 shares of the Company’s Common Stock and (ii) three year warrants to purchase up to an additional 1,286,944 shares of the Company’s Common Stock at a per share exercise price of $0.52 and $0.65 respectively. The purchased securities were issued pursuant to subscription agreements between the Company and the purchasers for aggregate proceeds to the Company of $699 thousand. The Company allocated the proceeds from the Private Placement based on the fair value of the warrants and the shares. The table below presents the fair value of the instruments issued as of the closing dates and the allocation of the proceeds: Total Fair Value (in thousands) Warrants component $ 251 Shares component 448 Total $ 699 2) In January 2017, the Company entered into definitive agreements with an institutional investor for the private placement of 30,769,231 units of the Company’s securities for aggregate subscription proceeds to the Company of $16 million at $0.52 price per unit. Each unit is comprised of one share of the Company’s Common Stock and a warrant, exercisable over a three-years period from the date of issuance, to purchase one additional share of Common Stock at a per share exercise price of $0.52. The subscription proceeds are payable on a periodic basis through August 2018. Each periodic payment of subscription proceeds will be evidenced by the Company’s standard securities subscription agreement. During the nine months ended August 31, 2017 the investor remitted to the Company $3.5 million, in consideration of which, the investor is entitled to 6,730,767 shares of the Company’s Common Stock and three-year warrants to purchase up to an additional 6,730,767 shares of the Company’s Common Stock at a per share exercise price of $0.52 The Company allocated the proceeds based on the fair value of the warrants and the shares. The table below presents the allocation of the proceeds as of the closing date: Total Fair Value (in thousands) Warrants component $ 1,207 Shares component 2,293 Total $ 3,500 As of August 31, 2017, 1,923,076 shares have not been issued therefore the Company recorded $624 thousand net of transaction costs in Receipts on Account of Shares to be Allotted. In connection therewith, the Company undertook to pay a fee of 5%, resulting in the payment of $175 thousand and the issuance of 336,538 restricted shares of Common Stock. The fair value of the shares as of the date of grant was $145 thousand using the share price on the date of grant.

STOCK BASED COMPENSATION

STOCK BASED COMPENSATION	9 Months Ended
	Aug. 31, 2017
STOCK BASED COMPENSATION [Text Block]	NOTE 7 – STOCK BASED COMPENSATION a. Options Granted to Employees and Directors On December 9, 2016, the Company granted to the employees and directors 7,300,000 options and on and June 1, 2017, the Company granted to the Chief Executive Officer 1,000,000 options, which are summarized on the table below: No. of options granted Exercise price Vesting period Fair value at grant (in thousands) Expiration period Directors 2,000,000 $0.4 Quarterly vested $558 10 years Employees 5,300,000 $0.4 Quarterly vested $1,480 10 years Chief Executive 1,000,000 $0.6 Semi Annually $435 10 years The fair value of each stock option grant is estimated at the date of grant using a Black Scholes option pricing model. The volatility is based on historical volatility of the Company, by statistical analysis of the weekly share price for the last two years. The expected term is the mid-point between the vesting date and the maximum contractual term for each grant equal to the contractual life. The fair value of each option grant is based on the following assumptions: December 9, June 1, 2017 2016 Value of one common share $0.39 $0.62 Dividend yield 0% 0% Expected stock price volatility 94% 95% Risk free interest rate 1.89% 1.76% Expected term (years) 5 5 b. Options and Warrants Granted to a Consultants On December 9, 2016, the Company entered into a consulting agreements for the provision of professional services for a period of one year. Under the terms of the agreement, the Company granted to a consultants 200,000 options exercisable at $0.40 per share. The options are to vest quarterly over a period of one year. The fair value of those options as of the date of grant was $68 thousand using the Black-Scholes valuation model.

LOSS PER SHARE

LOSS PER SHARE	9 Months Ended
	Aug. 31, 2017
LOSS PER SHARE [Text Block]	NOTE 8 – LOSS PER SHARE The following table sets forth the calculation of basic and diluted loss per share for the period indicated: Three Months Ended Nine Months Ended August 31, August 31, 2017 2016 2017 2016 (in thousands, except per share data) Basic: Loss for the period $ 1,953 $ 2,644 $ 11,511 $ 6,312 Weighted average number of common shares outstanding 123,349,597 111,188,616 113,725,909 108,784,862 Loss per common share $ 0.02 $ 0.02 $ 0.10 $ 0.06 Diluted Loss for the period $ 1,953 $ 2,644 $ 11,511 $ 6,312 Changes in fair value of embedded derivative and interest expense on convertible loans 238 137 87 Loss for the period $ 2,191 $ 2,644 $ 11,648 $ 6,399 Weighted average number of shares used in the computation of basic and diluted loss per share 123,349,597 111,188,616 113,725,909 108,704,862 Number of dilutive shares related to convertible loans 1,275,815 312,500 Weighted average number of common shares outstanding 124,625,412 111,188,616 114,038,409 108,704,862 Loss per common share $ 0.02 $ 0.02 $ 0.10 $ 0.06 Diluted loss per share does not include 52,510,273 shares underlying outstanding options and warrants and 29,551,172 shares upon conversion of convertible notes for the three and nine months ended August 31, 2017, because the effect of their inclusion in the computation would be anti-dilutive. Diluted loss per share does not include 16,954,564 shares underlying outstanding options, 20,971,190 shares issuable upon exercise of warrants, 800,000 shares due to stock-based compensation to service providers and 7,365,719 shares upon conversion of convertible notes for the nine and three months ended August 31, 2016, because the effect of their inclusion in the computation would be anti-dilutive.

FAIR VALUE PRESENTATION

FAIR VALUE PRESENTATION	9 Months Ended
	Aug. 31, 2017
FAIR VALUE PRESENTATION [Text Block]	NOTE 9 - FAIR VALUE PRESENTATION The Company measures fair value and discloses fair value measurements for financial assets and liabilities. Fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The accounting standard establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below: • Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. • Level 2: Observable inputs that are based on inputs not quoted on active markets, but corroborated by market data. • Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs, to the extent possible, and considers credit risk in its assessment of fair value. As of August 31, 2017, and November 30, 2016, the Company’s liabilities that are measured at fair value and classified as level 3 fair value are as follows (in thousands): August 31, November 30, 2017 201 6 Level 3 Level 3 Warrants (1) $ 873 $ 1,843 Price protection derivative (1) - 76 Embedded derivatives convertible loans*(1) 20 240 Put option derivatives 273 273 Convertible bonds (2) $ - $ 1,818 * The embedded derivative is presented in the Company's balance sheets on a combined basis with the related host contract (the convertible loans). (1) The fair value of the warrants, price protection derivative and embedded derivatives is determined by using a Monte Carlo Simulation Model. This model, in contrast to a closed form model, such as the Black-Scholes Model, enables the Company to take into consideration the conversion price changes over the conversion period of the loan, and therefore is more appropriate in this case. (2) The fair value of the convertible bonds described in Note 7 of the Annual Report is determined by using a binomial model for the valuation of the embedded derivative and the fair value of the bond was calculated based on the effective rate on the valuation date ( 6%). The binomial model used the forecast of the Company share price during the convertible bond's contractual term. Since the convertible bond is in Euro and the model is in USD, the Company has used the Euro/USD forward rates for each period. In order to solve for the embedded derivative fair value, the calculation was performed as follows: • Stage A - The model calculates several potential future share prices of the Company based on the volatility and risk-free interest rate assumptions. • Stage B - the embedded derivative value is calculated "backwards" in a way that considers the maximum value between holding the bonds until maturity or converting the bonds. As of August 31, 2017, the convertible bonds have been repaid or converted see Note 4(e). The following table presents the assumptions that were used for the models as of August 31, 2017: Embedded Warrants Derivative Fair value of shares of Common Stock $ 0.32 $ 0.32 Expected volatility 92% 82% Discount on lack of marketability 13% - Risk free interest rate 1.25%- 1.31% 0.95%- 1.03% Expected term (years) 1.2 - 1.8 0.08 - 0.33 Expected dividend yield 0% 0% Expected capital raise dates October 31, 2017 - The fair value of the convertible bonds is equal to their principal amount and the aggregate accrued interest. The table below sets forth a summary of the changes in the fair value of the Company’s financial liabilities classified as Level 3 for the nine months ended August 31, 2017: Convertible Price Put Option Embedded Bonds Protection Derivative Warrants Derivatives Derivative (in thousands) Balance at beginning of the year $ 1,843 $ 240 $ 1,818 $ 76 $ 273 Changes in fair value during the period (970 ) 635 22 (76 ) Repayment and conversion of convertible bonds and convertible loan (855 ) (1,827 ) Translation adjustments (13 ) Balance at end of the period $ 873 $ 20 $ - $ - $ 273 There were no transfers to Level 3 during the nine months ended August 31, 2017. The table below sets forth a summary of the changes in the fair value of the Company’s financial liabilities classified as Level 3 for the year ended November 30, 2016: Convertible Price Put Option Embedded Bonds Protection Derivative Warrants Derivatives Derivative (in thousands) Balance at beginning of the year $ 1,382 $ 289 $ 1,888 $ 1,533 $ Additions 802 40 120 273 Conversion (10 ) Changes in fair value related to Price Protection Derivative expired* (108 ) Changes in fair value during the period (341 ) (87 ) (84 ) (1,469 ) Changes in fair value due to extinguishment of convertible loan 8 Translation adjustments 14 Balance at end of the year $ 1,843 $ 240 $ 1,818 $ 76 $ 273 (*) During the twelve months ended November 30, 2016, 11,732,916 Price Protection Derivative have expired. There were no transfers to Level 3 during the twelve months ended November 30, 2016.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Aug. 31, 2017
SUBSEQUENT EVENTS [Text Block]	NOTE 10 - SUBSEQUENT EVENTS a. During September 2017, the Company entered into unsecured convertible note agreements with accredited or offshore investors for an aggregate amount of $0.6 million. The notes bear an annual interest rate of 6% and mature in two years from the closing date, unless earlier converted subject to the terms defined in the agreements. The notes provide that the entire principal amount under the notes and accrued interest automatically convert into units as in the agreement upon the earlier to occur of any of the following: (i) the closing of an offering of equity securities of the Company with gross proceeds to the Company greater than $10 million (ii) the trading of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) on the over-the counter market or an exchange at a weighted average price of at least $0.52 (adjusted for certain capital events such as stock splits) for fifty (50) consecutive trading days, or (iii) the listing of the Company’s Common Stock on a U.S. National Exchange. b. In October 2017, the institutional investor referred to in Note 6b, remitted to the Company $0.5 million in subscription proceeds entitling such investor to 961,538 shares of Common Stock and three year warrants for an additional 961,538 shares. As of October 16, 2017 the Company has received a total of $4 million out of the committed $16 million subscription proceeds. c. On September 29, 2017, the Company paid to Admiral $125 thousand on account of the debt owed.

SEGMENT INFORMATION (Tables)

SEGMENT INFORMATION (Tables)	3 Months Ended		9 Months Ended
	Aug. 31, 2017	Aug. 31, 2016	Aug. 31, 2017	Aug. 31, 2016
Schedule of Segment Information [Table Text Block]	Corporate and CDMO CTB Eliminations Consolidated (in thousands) Net revenues from external customers $ 2,956 (394 ) 2,562 Cost of revenues (1,439 ) 95 (1,344 ) Research and development expenses, net (688 ) 299 (389 ) Operating expenses (1,641 ) (1,272 ) (2,913 ) Depreciation and amortization expense (945 ) - (945 ) Segment Performance $ (1,069 ) (1,960 ) - (3,029 ) Share-based compensation (108 ) (108 ) Financial income, net* 1,757 1,757 Share in losses of associated company (152 ) (152 ) Loss before income taxes 1,532	Corporate and CDMO CTB Eliminations Consolidated (in thousands) Revenues from external customers $ 1,852 $ $ (3 ) $ 1,849 Cost of revenues (1,748 ) 164 (1,584 ) Research and development expenses, net (565 ) (161 ) (726 ) Operating expenses (453 ) (448 ) (901 ) Depreciation and amortization expense (651 ) (1 ) (652 ) Segment Performance $ (1,000 ) $ (1,014 ) - (2,014 ) Share-based compensation (428 ) (428 ) Financial income (expenses), net (574 ) (574 ) Loss before income taxes $ (3,016 )	Corporate and CDMO CTB Eliminations Consolidated (in thousands) Revenues from external customers $ 7,705 (993 ) $ 6,712 Cost of revenues (4,358 ) 403 (3,955 ) Research and development expenses, net (1,932 ) 590 (1,342 ) Operating expenses (916 ) (6,060 ) (6,976 ) Depreciation and amortization expenses (2,145 ) (7 ) (2,152 ) Segment Performance $ 286 (8,000 ) - (7,714 ) Stock-based compensation (2,817 ) (2,817 ) Financial expenses , net* (139 ) (139 ) Share in losses of associated company (348 ) (348 ) Loss before income taxes (11,018 )	Corporate and CDMO CTB Eliminations Consolidated (in thousands) Net revenues from external customers $ 4,826 $ $ (325 ) $ 4,501 Cost of revenues (4,968 ) 463 (4,505 ) Research and development expenses, net (1,239 ) (138 ) (1,377 ) Operating expenses (1,518 ) (1,299 ) (2,817 ) Depreciation and amortization expense (1,984 ) (3 ) (1,987 ) Segment Performance $ (3,644 ) $ (2,541 ) - (6,185 ) Share-based compensation (2,085 ) (2,085 ) Financial income, net 645 645 Loss before income taxes $ (7,625 )
Schedule of Revenues from Major Customers [Table Text Block]			Three Months Ended Nine Months Ended August 31, August 31, August 31, August 31, 2016 2017 2016 2017 (in thousands) Customer A $ 852 $ 1,031 $ 2,813 $ 2,626 Customer B - 291 - 1,163 Customer C 809 1,904 Customer D $ 679 $ $ 1,637 $

EQUITY (Tables)

EQUITY (Tables)	9 Months Ended
	Aug. 31, 2017
Schedule of Fair Value of Private Placements [Table Text Block]	Total Fair Value (in thousands) Warrants component $ 251 Shares component 448 Total $ 699
Schedule of Fair Value of Warrants [Table Text Block]	Total Fair Value (in thousands) Warrants component $ 1,207 Shares component 2,293 Total $ 3,500

STOCK BASED COMPENSATION (Table

STOCK BASED COMPENSATION (Tables)	9 Months Ended
	Aug. 31, 2017
Employee Stock Ownership Plan (ESOP) Disclosures [Table Text Block]	No. of options granted Exercise price Vesting period Fair value at grant (in thousands) Expiration period Directors 2,000,000 $0.4 Quarterly vested $558 10 years Employees 5,300,000 $0.4 Quarterly vested $1,480 10 years Chief Executive 1,000,000 $0.6 Semi Annually $435 10 years
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]	December 9, June 1, 2017 2016 Value of one common share $0.39 $0.62 Dividend yield 0% 0% Expected stock price volatility 94% 95% Risk free interest rate 1.89% 1.76% Expected term (years) 5 5

LOSS PER SHARE (Tables)

LOSS PER SHARE (Tables)	9 Months Ended
	Aug. 31, 2017
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]	Three Months Ended Nine Months Ended August 31, August 31, 2017 2016 2017 2016 (in thousands, except per share data) Basic: Loss for the period $ 1,953 $ 2,644 $ 11,511 $ 6,312 Weighted average number of common shares outstanding 123,349,597 111,188,616 113,725,909 108,784,862 Loss per common share $ 0.02 $ 0.02 $ 0.10 $ 0.06 Diluted Loss for the period $ 1,953 $ 2,644 $ 11,511 $ 6,312 Changes in fair value of embedded derivative and interest expense on convertible loans 238 137 87 Loss for the period $ 2,191 $ 2,644 $ 11,648 $ 6,399 Weighted average number of shares used in the computation of basic and diluted loss per share 123,349,597 111,188,616 113,725,909 108,704,862 Number of dilutive shares related to convertible loans 1,275,815 312,500 Weighted average number of common shares outstanding 124,625,412 111,188,616 114,038,409 108,704,862 Loss per common share $ 0.02 $ 0.02 $ 0.10 $ 0.06

FAIR VALUE PRESENTATION (Tables

FAIR VALUE PRESENTATION (Tables)	9 Months Ended	12 Months Ended
	Aug. 31, 2017	Nov. 30, 2016
Schedule of Assets and Liabilities at Fair Value [Table Text Block]	August 31, November 30, 2017 201 6 Level 3 Level 3 Warrants (1) $ 873 $ 1,843 Price protection derivative (1) - 76 Embedded derivatives convertible loans*(1) 20 240 Put option derivatives 273 273 Convertible bonds (2) $ - $ 1,818
Schedule of Fair Value, Assumptions Used [Table Text Block]	Embedded Warrants Derivative Fair value of shares of Common Stock $ 0.32 $ 0.32 Expected volatility 92% 82% Discount on lack of marketability 13% - Risk free interest rate 1.25%- 1.31% 0.95%- 1.03% Expected term (years) 1.2 - 1.8 0.08 - 0.33 Expected dividend yield 0% 0% Expected capital raise dates October 31, 2017 -
Schedule of Fair Value of Financial Liabilities, Activity [Table Text Block]	Convertible Price Put Option Embedded Bonds Protection Derivative Warrants Derivatives Derivative (in thousands) Balance at beginning of the year $ 1,843 $ 240 $ 1,818 $ 76 $ 273 Changes in fair value during the period (970 ) 635 22 (76 ) Repayment and conversion of convertible bonds and convertible loan (855 ) (1,827 ) Translation adjustments (13 ) Balance at end of the period $ 873 $ 20 $ - $ - $ 273	Convertible Price Put Option Embedded Bonds Protection Derivative Warrants Derivatives Derivative (in thousands) Balance at beginning of the year $ 1,382 $ 289 $ 1,888 $ 1,533 $ Additions 802 40 120 273 Conversion (10 ) Changes in fair value related to Price Protection Derivative expired* (108 ) Changes in fair value during the period (341 ) (87 ) (84 ) (1,469 ) Changes in fair value due to extinguishment of convertible loan 8 Translation adjustments 14 Balance at end of the year $ 1,843 $ 240 $ 1,818 $ 76 $ 273

GENERAL AND BASIS OF PRESENTA21

GENERAL AND BASIS OF PRESENTATION (Narrative) (Details)	9 Months Ended
	Aug. 31, 2017USD ($)
General And Basis Of Presentation 1	$ 41,000,000
General And Basis Of Presentation 2	12,000,000
General And Basis Of Presentation 3	16,000,000
General And Basis Of Presentation 4	6,100,000
General And Basis Of Presentation 5	9,000,000
General And Basis Of Presentation 6	3.5
General And Basis Of Presentation 7	16,000,000
General And Basis Of Presentation 8	1,100,000
General And Basis Of Presentation 9	$ 1,000,000

SEGMENT INFORMATION (Narrative)

SEGMENT INFORMATION (Narrative) (Details) $ in Thousands	9 Months Ended
	Aug. 31, 2017USD ($)
Segment Information 1	$ 1,389
Segment Information 2	$ 275
Segment Information 3	10.00%

CONVERTIBLE LOAN AGREEMENTS (Na

CONVERTIBLE LOAN AGREEMENTS (Narrative) (Details) - 9 months ended Aug. 31, 2017 $ / shares in Units, € in Millions	USD ($)$ / sharesshares	EUR (€)shares
Convertible Loan Agreements 1	$ 51,000
Convertible Loan Agreements 2	$ 3,950,000
Convertible Loan Agreements 3	6.00%	6.00%
Convertible Loan Agreements 4	$ 10,000,000
Convertible Loan Agreements 5 | $ / shares	$ 0.0001
Convertible Loan Agreements 6	$ 0.52
Convertible Loan Agreements 7	2,240,000
Convertible Loan Agreements 8	405,000
Convertible Loan Agreements 9	$ 129,000
Convertible Loan Agreements 10 | shares	434,436	434,436
Convertible Loan Agreements 11 | $ / shares	$ 0.52
Convertible Loan Agreements 12	$ 800,000
Convertible Loan Agreements 13	0.00%	0.00%
Convertible Loan Agreements 14	6.00%	6.00%
Convertible Loan Agreements 15 | $ / shares	$ 0.52
Convertible Loan Agreements 16 | shares	1,746,063	1,746,063
Convertible Loan Agreements 17	$ 0.52
Convertible Loan Agreements 18	81,000
Convertible Loan Agreements 19	$ 400,000
Convertible Loan Agreements 20	6.00%	6.00%
Convertible Loan Agreements 21	$ 71,000
Convertible Loan Agreements 22	$ 35,000
Convertible Loan Agreements 23 | shares	76,923	76,923
Convertible Loan Agreements 24 | shares	32,051	32,051
Convertible Loan Agreements 25 | shares	650,000	650,000
Convertible Loan Agreements 26	$ 494,000
Convertible Loan Agreements 27	$ 1,700,000
Convertible Loan Agreements 28 | €		€ 1.5
Convertible Loan Agreements 29 | shares	102,822	102,822
Convertible Loan Agreements 30	$ 0.52
Convertible Loan Agreements 31	$ 20,000
Convertible Loan Agreements 32 | shares	488,182	488,182
Convertible Loan Agreements 33	3,157,716	3,157,716
Convertible Loan Agreements 34	$ 300,000
Convertible Loan Agreements 35	1,500,000
Convertible Loan Agreements 36	$ 125,000
Convertible Loan Agreements 37	25.00%	25.00%
Convertible Loan Agreements 38	$ 1,000,000
Convertible Loan Agreements 39	20.00%	20.00%
Convertible Loan Agreements 40	$ 500,000
Convertible Loan Agreements 41	1,500,000
Convertible Loan Agreements 42	$ 125,000

COMMITMENTS (Narrative) (Detail

COMMITMENTS (Narrative) (Details) € in Thousands, $ in Thousands	9 Months Ended
	Aug. 31, 2017USD ($)	Aug. 31, 2017EUR (€)
Commitments 1 | €		€ 1,300
Commitments 2 | $	$ 1,500
Commitments 3	55.00%	55.00%
Commitments 4 | €		€ 700
Commitments 5 | $	$ 800
Commitments 6 | €		359
Commitments 7 | $	374
Commitments 8 | €		€ 12,300
Commitments 9 | $	$ 12,800
Commitments 10	55.00%	55.00%
Commitments 11 | €		€ 6,800
Commitments 12 | $	$ 7,000
Commitments 13 | €		€ 1,700
Commitments 14 | $	$ 1,800

EQUITY (Narrative) (Details)

EQUITY (Narrative) (Details)	9 Months Ended
	Aug. 31, 2017USD ($)shares
Equity 1 | shares	1,286,944
Equity 2 | shares	1,286,944
Equity 3	$ 0.52
Equity 4	0.65
Equity 5	$ 699,000
Equity 6 | shares	30,769,231
Equity 7	$ 16,000,000
Equity 8	0.52
Equity 9	0.52
Equity 10	$ 3,500,000
Equity 11 | shares	6,730,767
Equity 12 | shares	6,730,767
Equity 13	$ 0.52
Equity 14 | shares	1,923,076
Equity 15	$ 624,000
Equity 16	5.00%
Equity 17	$ 175,000
Equity 18 | shares	336,538
Equity 19	$ 145,000

STOCK BASED COMPENSATION (Narra

STOCK BASED COMPENSATION (Narrative) (Details) $ / shares in Units, $ in Thousands	9 Months Ended
	Aug. 31, 2017USD ($)$ / sharesshares
Stock Based Compensation 1	7,300,000
Stock Based Compensation 2	1,000,000
Stock Based Compensation 3	200,000
Stock Based Compensation 4 | $ / shares	$ 0.40
Stock Based Compensation 5 | $	$ 68

LOSS PER SHARE (Narrative) (Det

LOSS PER SHARE (Narrative) (Details)	9 Months Ended
	Aug. 31, 2017shares
Loss Per Share 1	52,510,273
Loss Per Share 2	29,551,172
Loss Per Share 3	16,954,564
Loss Per Share 4	20,971,190
Loss Per Share 5	800,000
Loss Per Share 6	7,365,719

FAIR VALUE PRESENTATION (Narrat

FAIR VALUE PRESENTATION (Narrative) (Details)	9 Months Ended
	Aug. 31, 2017
Fair Value Presentation 1	6.00%
Fair Value Presentation 2	11,732,916

SUBSEQUENT EVENTS (Narrative) (

SUBSEQUENT EVENTS (Narrative) (Details)	9 Months Ended
	Aug. 31, 2017USD ($)$ / sharesshares
Subsequent Events 1	$ 600,000
Subsequent Events 2	6.00%
Subsequent Events 3	$ 10,000,000
Subsequent Events 4 | $ / shares	$ 0.0001
Subsequent Events 5	$ 0.52
Subsequent Events 6	$ 500,000
Subsequent Events 7 | shares	961,538
Subsequent Events 8 | shares	961,538
Subsequent Events 9	$ 4,000,000
Subsequent Events 10	16,000,000
Subsequent Events 11	$ 125,000

Schedule of Segment Information

Schedule of Segment Information (Details) - USD ($)	3 Months Ended		9 Months Ended
	Aug. 31, 2017	Aug. 31, 2016	Aug. 31, 2017	Aug. 31, 2016
Segment Information Schedule Of Segment Information 1			$ 7,705
Segment Information Schedule Of Segment Information 2			(993)
Segment Information Schedule Of Segment Information 3			6,712
Segment Information Schedule Of Segment Information 4			(4,358)
Segment Information Schedule Of Segment Information 5			403
Segment Information Schedule Of Segment Information 6			(3,955)
Segment Information Schedule Of Segment Information 7			(1,932)
Segment Information Schedule Of Segment Information 8			590
Segment Information Schedule Of Segment Information 9			(1,342)
Segment Information Schedule Of Segment Information 10			(916)
Segment Information Schedule Of Segment Information 11			(6,060)
Segment Information Schedule Of Segment Information 12			(6,976)
Segment Information Schedule Of Segment Information 13			(2,145)
Segment Information Schedule Of Segment Information 14			(7)
Segment Information Schedule Of Segment Information 15			(2,152)
Segment Information Schedule Of Segment Information 16			286
Segment Information Schedule Of Segment Information 17			(8,000)
Segment Information Schedule Of Segment Information 18			0
Segment Information Schedule Of Segment Information 19			(7,714)
Segment Information Schedule Of Segment Information 20			(2,817)
Segment Information Schedule Of Segment Information 21			(2,817)
Segment Information Schedule Of Segment Information 22			(139)
Segment Information Schedule Of Segment Information 23			(139)
Segment Information Schedule Of Segment Information 24			(348)
Segment Information Schedule Of Segment Information 25			(348)
Segment Information Schedule Of Segment Information 26			$ (11,018)
Segment Information Schedule Of Segment Information 1				$ 4,826
Segment Information Schedule Of Segment Information 2				(325)
Segment Information Schedule Of Segment Information 3				4,501
Segment Information Schedule Of Segment Information 4				(4,968)
Segment Information Schedule Of Segment Information 5				463
Segment Information Schedule Of Segment Information 6				(4,505)
Segment Information Schedule Of Segment Information 7				(1,239)
Segment Information Schedule Of Segment Information 8				(138)
Segment Information Schedule Of Segment Information 9				(1,377)
Segment Information Schedule Of Segment Information 10				(1,518)
Segment Information Schedule Of Segment Information 11				(1,299)
Segment Information Schedule Of Segment Information 12				(2,817)
Segment Information Schedule Of Segment Information 13				(1,984)
Segment Information Schedule Of Segment Information 14				(3)
Segment Information Schedule Of Segment Information 15				(1,987)
Segment Information Schedule Of Segment Information 16				(3,644)
Segment Information Schedule Of Segment Information 17				(2,541)
Segment Information Schedule Of Segment Information 18				0
Segment Information Schedule Of Segment Information 19				(6,185)
Segment Information Schedule Of Segment Information 20				(2,085)
Segment Information Schedule Of Segment Information 21				(2,085)
Segment Information Schedule Of Segment Information 22				645
Segment Information Schedule Of Segment Information 23				645
Segment Information Schedule Of Segment Information 24				$ (7,625)
Segment Information Schedule Of Segment Information 1	$ 2,956
Segment Information Schedule Of Segment Information 2	(394)
Segment Information Schedule Of Segment Information 3	2,562
Segment Information Schedule Of Segment Information 4	(1,439)
Segment Information Schedule Of Segment Information 5	95
Segment Information Schedule Of Segment Information 6	(1,344)
Segment Information Schedule Of Segment Information 7	(688)
Segment Information Schedule Of Segment Information 8	299
Segment Information Schedule Of Segment Information 9	(389)
Segment Information Schedule Of Segment Information 10	(1,641)
Segment Information Schedule Of Segment Information 11	(1,272)
Segment Information Schedule Of Segment Information 12	(2,913)
Segment Information Schedule Of Segment Information 13	(945)
Segment Information Schedule Of Segment Information 14	0
Segment Information Schedule Of Segment Information 15	(945)
Segment Information Schedule Of Segment Information 16	(1,069)
Segment Information Schedule Of Segment Information 17	(1,960)
Segment Information Schedule Of Segment Information 18	0
Segment Information Schedule Of Segment Information 19	(3,029)
Segment Information Schedule Of Segment Information 20	(108)
Segment Information Schedule Of Segment Information 21	(108)
Segment Information Schedule Of Segment Information 22	1,757
Segment Information Schedule Of Segment Information 23	1,757
Segment Information Schedule Of Segment Information 24	(152)
Segment Information Schedule Of Segment Information 25	(152)
Segment Information Schedule Of Segment Information 26	$ 1,532
Segment Information Schedule Of Segment Information 1		$ 1,852
Segment Information Schedule Of Segment Information 2		(3)
Segment Information Schedule Of Segment Information 3		1,849
Segment Information Schedule Of Segment Information 4		(1,748)
Segment Information Schedule Of Segment Information 5		164
Segment Information Schedule Of Segment Information 6		(1,584)
Segment Information Schedule Of Segment Information 7		(565)
Segment Information Schedule Of Segment Information 8		(161)
Segment Information Schedule Of Segment Information 9		(726)
Segment Information Schedule Of Segment Information 10		(453)
Segment Information Schedule Of Segment Information 11		(448)
Segment Information Schedule Of Segment Information 12		(901)
Segment Information Schedule Of Segment Information 13		(651)
Segment Information Schedule Of Segment Information 14		(1)
Segment Information Schedule Of Segment Information 15		(652)
Segment Information Schedule Of Segment Information 16		(1,000)
Segment Information Schedule Of Segment Information 17		(1,014)
Segment Information Schedule Of Segment Information 18		0
Segment Information Schedule Of Segment Information 19		(2,014)
Segment Information Schedule Of Segment Information 20		(428)
Segment Information Schedule Of Segment Information 21		(428)
Segment Information Schedule Of Segment Information 22		(574)
Segment Information Schedule Of Segment Information 23		(574)
Segment Information Schedule Of Segment Information 24		$ (3,016)

Schedule of Revenues from Major

Schedule of Revenues from Major Customers (Details)	9 Months Ended
	Aug. 31, 2017USD ($)
Segment Information Schedule Of Revenues From Major Customers 1	$ 852
Segment Information Schedule Of Revenues From Major Customers 2	1,031
Segment Information Schedule Of Revenues From Major Customers 3	2,813
Segment Information Schedule Of Revenues From Major Customers 4	2,626
Segment Information Schedule Of Revenues From Major Customers 5	0
Segment Information Schedule Of Revenues From Major Customers 6	291
Segment Information Schedule Of Revenues From Major Customers 7	0
Segment Information Schedule Of Revenues From Major Customers 8	1,163
Segment Information Schedule Of Revenues From Major Customers 9	809
Segment Information Schedule Of Revenues From Major Customers 10	1,904
Segment Information Schedule Of Revenues From Major Customers 11	679
Segment Information Schedule Of Revenues From Major Customers 12	$ 1,637

Schedule of Fair Value of Priva

Schedule of Fair Value of Private Placements (Details)	9 Months Ended
	Aug. 31, 2017USD ($)
Equity Schedule Of Fair Value Of Private Placements 1	$ 251
Equity Schedule Of Fair Value Of Private Placements 2	448
Equity Schedule Of Fair Value Of Private Placements 3	$ 699

Schedule of Fair Value of Warra

Schedule of Fair Value of Warrants (Details)	9 Months Ended
	Aug. 31, 2017USD ($)
Equity Schedule Of Fair Value Of Warrants 1	$ 1,207
Equity Schedule Of Fair Value Of Warrants 2	2,293
Equity Schedule Of Fair Value Of Warrants 3	$ 3,500

Employee Stock Ownership Plan (

Employee Stock Ownership Plan (ESOP) Disclosures (Details)	9 Months Ended
	Aug. 31, 2017USD ($)yr
Stock Based Compensation Employee Stock Ownership Plan (esop) Disclosures 1	$ 2,000,000
Stock Based Compensation Employee Stock Ownership Plan (esop) Disclosures 2	$ 0.4
Stock Based Compensation Employee Stock Ownership Plan (esop) Disclosures 3 | yr	2
Stock Based Compensation Employee Stock Ownership Plan (esop) Disclosures 4	$ 558
Stock Based Compensation Employee Stock Ownership Plan (esop) Disclosures 5 | yr	10
Stock Based Compensation Employee Stock Ownership Plan (esop) Disclosures 6	$ 5,300,000
Stock Based Compensation Employee Stock Ownership Plan (esop) Disclosures 7	$ 0.4
Stock Based Compensation Employee Stock Ownership Plan (esop) Disclosures 8 | yr	4
Stock Based Compensation Employee Stock Ownership Plan (esop) Disclosures 9	$ 1,480
Stock Based Compensation Employee Stock Ownership Plan (esop) Disclosures 10 | yr	10
Stock Based Compensation Employee Stock Ownership Plan (esop) Disclosures 11	$ 1,000,000
Stock Based Compensation Employee Stock Ownership Plan (esop) Disclosures 12	0.6
Stock Based Compensation Employee Stock Ownership Plan (esop) Disclosures 13	$ 435
Stock Based Compensation Employee Stock Ownership Plan (esop) Disclosures 14 | yr	10

Schedule of Share-based Payment

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details)	9 Months Ended
	Aug. 31, 2017USD ($)
Stock Based Compensation Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions 1	$ 0.39
Stock Based Compensation Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions 2	$ 0.62
Stock Based Compensation Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions 3	0.00%
Stock Based Compensation Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions 4	0.00%
Stock Based Compensation Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions 5	94.00%
Stock Based Compensation Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions 6	95.00%
Stock Based Compensation Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions 7	1.89%
Stock Based Compensation Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions 8	1.76%
Stock Based Compensation Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions 9	$ 5
Stock Based Compensation Schedule Of Share-based Payment Award, Stock Options, Valuation Assumptions 10	$ 5

Schedule of Earnings Per Share,

Schedule of Earnings Per Share, Basic and Diluted (Details)	9 Months Ended
	Aug. 31, 2017USD ($)
Loss Per Share Schedule Of Earnings Per Share, Basic And Diluted 1	$ 1,953
Loss Per Share Schedule Of Earnings Per Share, Basic And Diluted 2	2,644
Loss Per Share Schedule Of Earnings Per Share, Basic And Diluted 3	11,511
Loss Per Share Schedule Of Earnings Per Share, Basic And Diluted 4	6,312
Loss Per Share Schedule Of Earnings Per Share, Basic And Diluted 5	123,349,597
Loss Per Share Schedule Of Earnings Per Share, Basic And Diluted 6	111,188,616
Loss Per Share Schedule Of Earnings Per Share, Basic And Diluted 7	113,725,909
Loss Per Share Schedule Of Earnings Per Share, Basic And Diluted 8	$ 108,784,862
Loss Per Share Schedule Of Earnings Per Share, Basic And Diluted 9	0.02
Loss Per Share Schedule Of Earnings Per Share, Basic And Diluted 10	0.02
Loss Per Share Schedule Of Earnings Per Share, Basic And Diluted 11	0.10
Loss Per Share Schedule Of Earnings Per Share, Basic And Diluted 12	0.06
Loss Per Share Schedule Of Earnings Per Share, Basic And Diluted 13	$ 1,953
Loss Per Share Schedule Of Earnings Per Share, Basic And Diluted 14	2,644
Loss Per Share Schedule Of Earnings Per Share, Basic And Diluted 15	11,511
Loss Per Share Schedule Of Earnings Per Share, Basic And Diluted 16	6,312
Loss Per Share Schedule Of Earnings Per Share, Basic And Diluted 17	238
Loss Per Share Schedule Of Earnings Per Share, Basic And Diluted 18	137
Loss Per Share Schedule Of Earnings Per Share, Basic And Diluted 19	87
Loss Per Share Schedule Of Earnings Per Share, Basic And Diluted 20	2,191
Loss Per Share Schedule Of Earnings Per Share, Basic And Diluted 21	2,644
Loss Per Share Schedule Of Earnings Per Share, Basic And Diluted 22	11,648
Loss Per Share Schedule Of Earnings Per Share, Basic And Diluted 23	6,399
Loss Per Share Schedule Of Earnings Per Share, Basic And Diluted 24	123,349,597
Loss Per Share Schedule Of Earnings Per Share, Basic And Diluted 25	111,188,616
Loss Per Share Schedule Of Earnings Per Share, Basic And Diluted 26	113,725,909
Loss Per Share Schedule Of Earnings Per Share, Basic And Diluted 27	108,704,862
Loss Per Share Schedule Of Earnings Per Share, Basic And Diluted 28	1,275,815
Loss Per Share Schedule Of Earnings Per Share, Basic And Diluted 29	312,500
Loss Per Share Schedule Of Earnings Per Share, Basic And Diluted 30	124,625,412
Loss Per Share Schedule Of Earnings Per Share, Basic And Diluted 31	111,188,616
Loss Per Share Schedule Of Earnings Per Share, Basic And Diluted 32	114,038,409
Loss Per Share Schedule Of Earnings Per Share, Basic And Diluted 33	$ 108,704,862
Loss Per Share Schedule Of Earnings Per Share, Basic And Diluted 34	0.02
Loss Per Share Schedule Of Earnings Per Share, Basic And Diluted 35	0.02
Loss Per Share Schedule Of Earnings Per Share, Basic And Diluted 36	0.10
Loss Per Share Schedule Of Earnings Per Share, Basic And Diluted 37	0.06

Schedule of Assets and Liabilit

Schedule of Assets and Liabilities at Fair Value (Details)	9 Months Ended
	Aug. 31, 2017USD ($)
Fair Value Presentation Schedule Of Assets And Liabilities At Fair Value 1	$ 873
Fair Value Presentation Schedule Of Assets And Liabilities At Fair Value 2	1,843
Fair Value Presentation Schedule Of Assets And Liabilities At Fair Value 3	0
Fair Value Presentation Schedule Of Assets And Liabilities At Fair Value 4	76
Fair Value Presentation Schedule Of Assets And Liabilities At Fair Value 5	20
Fair Value Presentation Schedule Of Assets And Liabilities At Fair Value 6	240
Fair Value Presentation Schedule Of Assets And Liabilities At Fair Value 7	273
Fair Value Presentation Schedule Of Assets And Liabilities At Fair Value 8	273
Fair Value Presentation Schedule Of Assets And Liabilities At Fair Value 9	0
Fair Value Presentation Schedule Of Assets And Liabilities At Fair Value 10	$ 1,818

Schedule of Fair Value, Assumpt

Schedule of Fair Value, Assumptions Used (Details)	9 Months Ended
	Aug. 31, 2017USD ($)
Fair Value Presentation Schedule Of Fair Value, Assumptions Used 1	0.32
Fair Value Presentation Schedule Of Fair Value, Assumptions Used 2	0.32
Fair Value Presentation Schedule Of Fair Value, Assumptions Used 3	92.00%
Fair Value Presentation Schedule Of Fair Value, Assumptions Used 4	82.00%
Fair Value Presentation Schedule Of Fair Value, Assumptions Used 5	13.00%
Fair Value Presentation Schedule Of Fair Value, Assumptions Used 6	$ 0
Fair Value Presentation Schedule Of Fair Value, Assumptions Used 7	1.25%
Fair Value Presentation Schedule Of Fair Value, Assumptions Used 8	1.31%
Fair Value Presentation Schedule Of Fair Value, Assumptions Used 9	0.95%
Fair Value Presentation Schedule Of Fair Value, Assumptions Used 10	1.03%
Fair Value Presentation Schedule Of Fair Value, Assumptions Used 11	1.2
Fair Value Presentation Schedule Of Fair Value, Assumptions Used 12	1.8
Fair Value Presentation Schedule Of Fair Value, Assumptions Used 13	0.08
Fair Value Presentation Schedule Of Fair Value, Assumptions Used 14	0.33
Fair Value Presentation Schedule Of Fair Value, Assumptions Used 15	0.00%
Fair Value Presentation Schedule Of Fair Value, Assumptions Used 16	0.00%
Fair Value Presentation Schedule Of Fair Value, Assumptions Used 17	$ 0

Schedule of Fair Value of Finan

Schedule of Fair Value of Financial Liabilities, Activity (Details) - USD ($)	9 Months Ended	12 Months Ended
	Aug. 31, 2017	Nov. 30, 2016
Fair Value Presentation Schedule Of Fair Value Of Financial Liabilities, Activity 1	$ 1,843
Fair Value Presentation Schedule Of Fair Value Of Financial Liabilities, Activity 2	240
Fair Value Presentation Schedule Of Fair Value Of Financial Liabilities, Activity 3	1,818
Fair Value Presentation Schedule Of Fair Value Of Financial Liabilities, Activity 4	76
Fair Value Presentation Schedule Of Fair Value Of Financial Liabilities, Activity 5	273
Fair Value Presentation Schedule Of Fair Value Of Financial Liabilities, Activity 6	(970)
Fair Value Presentation Schedule Of Fair Value Of Financial Liabilities, Activity 7	635
Fair Value Presentation Schedule Of Fair Value Of Financial Liabilities, Activity 8	22
Fair Value Presentation Schedule Of Fair Value Of Financial Liabilities, Activity 9	(76)
Fair Value Presentation Schedule Of Fair Value Of Financial Liabilities, Activity 10	(855)
Fair Value Presentation Schedule Of Fair Value Of Financial Liabilities, Activity 11	(1,827)
Fair Value Presentation Schedule Of Fair Value Of Financial Liabilities, Activity 12	(13)
Fair Value Presentation Schedule Of Fair Value Of Financial Liabilities, Activity 13	873
Fair Value Presentation Schedule Of Fair Value Of Financial Liabilities, Activity 14	20
Fair Value Presentation Schedule Of Fair Value Of Financial Liabilities, Activity 15	0
Fair Value Presentation Schedule Of Fair Value Of Financial Liabilities, Activity 16	0
Fair Value Presentation Schedule Of Fair Value Of Financial Liabilities, Activity 17	$ 273
Fair Value Presentation Schedule Of Fair Value Of Financial Liabilities, Activity 1		$ 1,382
Fair Value Presentation Schedule Of Fair Value Of Financial Liabilities, Activity 2		289
Fair Value Presentation Schedule Of Fair Value Of Financial Liabilities, Activity 3		1,888
Fair Value Presentation Schedule Of Fair Value Of Financial Liabilities, Activity 4		1,533
Fair Value Presentation Schedule Of Fair Value Of Financial Liabilities, Activity 5		802
Fair Value Presentation Schedule Of Fair Value Of Financial Liabilities, Activity 6		40
Fair Value Presentation Schedule Of Fair Value Of Financial Liabilities, Activity 7		120
Fair Value Presentation Schedule Of Fair Value Of Financial Liabilities, Activity 8		273
Fair Value Presentation Schedule Of Fair Value Of Financial Liabilities, Activity 9		(10)
Fair Value Presentation Schedule Of Fair Value Of Financial Liabilities, Activity 10		(108)
Fair Value Presentation Schedule Of Fair Value Of Financial Liabilities, Activity 11		(341)
Fair Value Presentation Schedule Of Fair Value Of Financial Liabilities, Activity 12		(87)
Fair Value Presentation Schedule Of Fair Value Of Financial Liabilities, Activity 13		(84)
Fair Value Presentation Schedule Of Fair Value Of Financial Liabilities, Activity 14		(1,469)
Fair Value Presentation Schedule Of Fair Value Of Financial Liabilities, Activity 15		8
Fair Value Presentation Schedule Of Fair Value Of Financial Liabilities, Activity 16		14
Fair Value Presentation Schedule Of Fair Value Of Financial Liabilities, Activity 17		1,843
Fair Value Presentation Schedule Of Fair Value Of Financial Liabilities, Activity 18		240
Fair Value Presentation Schedule Of Fair Value Of Financial Liabilities, Activity 19		1,818
Fair Value Presentation Schedule Of Fair Value Of Financial Liabilities, Activity 20		76
Fair Value Presentation Schedule Of Fair Value Of Financial Liabilities, Activity 21		$ 273