Orgenesis (ORGS) 10-Q 8 May 20 2020 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2020	May 08, 2020
Cover [Abstract]
Entity Registrant Name	Orgenesis Inc.
Entity Central Index Key	0001460602
Document Type	10-Q
Document Period End Date	Mar. 31, 2020
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business Flag	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		21,996,136
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2020

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
CURRENT ASSETS:
Cash and cash equivalents	$ 107,069	$ 107
Restricted cash	597	467
Accounts receivable, net	2,865	1,831
Prepaid expenses and other receivables	2,067	382
Grants receivable	206	204
Inventory	126	136
Current assets of discontinued operations, see Note 3		75,221
Total current assets	112,930	78,348
NON-CURRENT ASSETS:
Deposits	264	299
Loans to related party, see Note 6	3,161	2,623
Property, plant and equipment, net	2,405	2,305
Intangible assets, net	3,074	3,348
Operating lease right-of-use assets	683	725
Goodwill	4,592	4,812
Other assets	100	35
Total non-current assets	14,279	14,147
TOTAL ASSETS	127,209	92,495
CURRENT LIABILITIES:
Accounts payable	1,397	5,549
Accrued expenses and other payables	2,012	1,615
Income tax payable	19,440
Employees and related payables	1,533	1,672
Advance payments on account of grant	422	523
Short-term loans and current maturities of long- term loans		391
Contract liabilities, mainly related party	396	325
Current maturities of long-term finance leases	11
Current maturities of operating leases	316	357
Current maturities of convertible loans	383	416
Current liabilities of discontinued operations, see Note 3		31,586
Total current liabilities	25,910	42,434
LONG-TERM LIABILITIES:
Non-current operating leases	390	455
Convertible loans	10,779	12,143
Retirement benefits obligation	47	41
Deferred taxes	37	58
Long-term finance leases	74
Other long-term liabilities	309	331
Total long-term liabilities	11,636	13,028
TOTAL LIABILITIES	37,546	55,462
COMMITMENTS
REDEEMABLE NON-CONTROLLING INTEREST OF DISCONTINUED OPERATION		30,955
EQUITY:
Common stock of $0.0001 par value, 145,833,334 shares authorized, 18,361,050 and 16,140,962 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively	2	2
Additional paid-in capital	103,623	94,691
Accumulated other comprehensive income	(237)	213
Accumulated deficit	(13,874)	(89,429)
Equity attributable to Orgenesis Inc.	89,514	5,477
Non-controlling interest	149	601
Total equity	89,663	6,078
TOTAL LIABILITIES AND EQUITY	$ 127,209	$ 92,495

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2020	Dec. 31, 2019
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	145,833,334	145,833,334
Common stock, shares issued	18,361,050	16,140,962
Common stock, shares outstanding	18,361,050	16,140,962

Condensed Consolidated Statemen

Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands		3 Months Ended
		Mar. 31, 2020	Mar. 31, 2019
Income Statement [Abstract]
REVENUES		$ 1,385	$ 419
REVENUES FROM RELATED PARTY		493
TOTAL REVENUES		1,878	419
COST OF REVENUES		170	305
COST OF RESEARCH AND DEVELOPMENT AND RESEARCH AND DEVELOPMENT SERVICES, net		4,703	5,300
AMORTIZATION OF INTANGIBLE ASSETS		223	109
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		3,518	2,986
OTHER INCOME, net		(3)	(3)
OPERATING LOSS		6,733	8,278
FINANCIAL EXPENSES, net		329	101
LOSS FROM CONTINUING OPERATION BEFORE INCOME TAXES		7,062	8,379
TAX INCOME		(47)	(49)
NET LOSS FROM CONTINUING OPERATION		7,015	8,330
NET LOSS (INCOME) FROM DISCONTINUED OPERATION, NET OF TAX, see Note 3		(82,039)	120
NET LOSS (INCOME)	[1]	(75,024)	8,450
NET INCOME ATTRIBUTABLE TO NON-CONTROLLING INTERESTS (INCLUDING REDEEMABLE) FROM CONTINUING OPERATION		(39)	(21)
NET INCOME ATTRIBUTABLE TO NON-CONTROLLING INTERESTS (INCLUDING REDEEMABLE) FROM DISCONTINUED OPERATION		(492)	(118)
NET LOSS (INCOME) ATTRIBUTABLE TO ORGENESIS INC.		$ (75,555)	$ 8,311
EARNINGS (LOSS) PER SHARE:
Basic from continuing operations		$ (0.39)	$ (0.53)
Basic from discontinued operations		4.62	(0.02)
Net earnings (loss) per share		4.23	(0.55)
Diluted from continuing operations		(0.39)	(0.53)
Diluted from discontinued operations		4.62	(0.02)
Net earnings (loss) per share		$ 4.23	$ (0.55)
WEIGHTED AVERAGE NUMBER OF SHARES USED IN COMPUTATION OF BASIC AND DILUTED EARNINGS (LOSS) PER SHARE:
Basic		17,780,830	15,571,568
Diluted		17,780,830	15,571,568
COMPREHENSIVE LOSS (INCOME):
Net loss from continuing operation		$ 7,015	$ 8,330
Net loss (income) from discontinued operation, net of tax		(82,039)	120
Other comprehensive loss - translation adjustments		644	484
Release of translation adjustment due to sale of subsidiary		(194)
Comprehensive loss (income)		(74,574)	8,934
Comprehensive income attributed to non-controlling interests (including redeemable) from continuing operation		(39)	(21)
Comprehensive income attributed to non-controlling interests (including redeemable) from discontinued operation		(492)	(118)
COMPREHENSIVE LOSS (INCOME) ATTRIBUTED TO ORGENESIS INC.		$ (75,105)	$ 8,795
[1]	See Note 3 for information regarding the discontinued operation

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Changes in Equity (Unaudited) - USD ($) $ in Thousands	Common Stock [Member]		Additional Paid-in Capital	Receipts on Account of Shares to be Allotted [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Accumulated Deficit [Member]	Equity Attributed to Orgenesis Inc. [Member]	Non-Controlling Interest [Member]	Total
Beginning balance at Dec. 31, 2018	$ 2		$ 90,597		$ 669	$ (65,163)	$ 26,105	$ 645	$ 26,750
Beginning balance, shares at Dec. 31, 2018	15,540,333
Stock-based compensation to employees and directors			739				739	20	759
Stock-based compensation to service providers		[1]	314				314		314
Stock-based compensation to service providers, shares	36,667
Stock based compensation to First Choice		[1]	2,641				2,641		2,641
Stock based compensation to First Choice, shares	525,000
Adjustment to redemption value of redeemable non-controlling interest			(242)				(242)		(242)
Comprehensive income (loss) for the period					(484)	(8,311)	(8,795)	(26)	(8,821)
Ending balance at Mar. 31, 2019	$ 2		94,049		185	(73,474)	20,762	639	21,401
Ending balance, shares at Mar. 31, 2019	16,102,000
Beginning balance at Dec. 31, 2019	$ 2		94,961		213	(89,429)	5,477	601	6,078
Beginning balance, shares at Dec. 31, 2019	16,140,962
Stock-based compensation to employees and directors			626				626		626
Stock-based compensation to service providers		[1]	240				240		240
Stock-based compensation to service providers, shares	20,088
Beneficial conversion feature of convertible loans			42				42		42
Issuance of shares and warrants		[1]	8,438				8,438		8,438
Issuance of shares and warrants, shares	2,200,000
Sale of subsidiaries								(413)	(413)
Adjustment to redemption value of redeemable non-controlling interest			(414)				(414)		(414)
Comprehensive income (loss) for the period					(450)	75,555	(75,105)	(39)	75,066
Ending balance at Mar. 31, 2020	$ 2		$ 103,623		$ (237)	$ (13,874)	$ 89,514	$ 149	$ 89,663
Ending balance, shares at Mar. 31, 2020	18,361,050
[1]	represent an amount lower than $ 1 thousand

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands		3 Months Ended
		Mar. 31, 2020	Mar. 31, 2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	[1]	$ 75,024	$ (8,450)
Adjustments required to reconcile net loss to net cash used in operating activities:
Stock-based compensation	[1]	866	1,073
Stock-based compensation to First Choice	[1]		2,641
Capital gain, net	[1]	11	(4)
Gain on disposal of subsidiaries	[1]	(102,623)
Depreciation and amortization expenses	[1]	494	938
Net changes in operating leases	[1]	8	(1,247)
Interest expenses accrued on loans and convertible loans (including amortization of beneficial conversion feature)	[1]	257	5
Changes in operating assets and liabilities:
Increase in accounts receivable	[1]	(1,370)	(2,870)
Increase in inventory	[1]	(76)	(366)
Increase in other assets	[1]	(20)
Change in related parties, net	[1]	138	88
Decrease (Increase) in prepaid expenses and other accounts receivable	[1]	(697)	134
Increase (decrease) in accounts payable	[1]	(5,206)	980
Increase in accrued expenses and other payables	[1]	19,595	32
Increase (decrease) in employee and related payables	[1]	(113)	46
Increase in contract liabilities, mainly related party	[1]	170	2,470
Increase (decrease) in advance payments and receivables on account of grant, net	[1]	(104)	68
Decrease in deferred taxes	[1]	(47)	(49)
Net cash used in operating activities	[1]	(13,693)	(4,511)
CASH FLOWS FROM INVESTING ACTIVITIES:
Increase in loan to JV with a related party	[1]	(500)	(1,000)
Sale of property and equipment	[1]		81
Purchase of property and equipment	[1]	(699)	(1,038)
Proceed from sale of subsidiaries	[1]	104,222
Investment in short term deposits	[1]	22	(406)
Net cash provided by (used in) investing activities	[1]	103,045	(2,363)
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in redeemable non-controlling interests received from GPP	[1]		6,600
Proceeds from issuance of shares and warrants (net of transaction costs)	[1]	8,438
Proceeds from issuance of convertible loans (net of transaction costs)	[1]	250
Repayment of convertible loans and convertible bonds	[1]	(1,900)
Repayment of short and long-term debt	[1]	(431)	(92)
Grants received	[1]		89
Other financing activities	[1]		5
Net cash provided by financing activities	[1]	6,357	6,602
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	[1]	95,709	(272)
EFFECT OF EXCHANGE RATE CHANGES ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH	[1]	(84)	35
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD	[1]	12,041	14,999
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD	[1]	107,666	14,762
SUPPLEMENTAL NON-CASH FINANCING AND INVESTING ACTIVITIES
Finance Leases of property, plant and equipment	[1]	363
Right-of-use assets obtained in exchange for new operation lease liabilities, net	[1]	231
Purchase of property, plant and equipment included in accounts payable	[1]	$ 756
[1]	See Note 3 for information regarding the discontinued operation

Description of Business

Description of Business	3 Months Ended
	Mar. 31, 2020
Accounting Policies [Abstract]
Description of Business	NOTE 1 – DESCRIPTION OF BUSINESS a. General Orgenesis Inc., a Nevada corporation (the “Company”), is a pioneering global biotech company in the Cell & Gene Therapy (“CGT”) industry focused on unlocking the full potential of its therapeutics products and personalized therapies and closed processing systems with the ultimate aim of providing life-changing treatments to large numbers of patients at reduced costs in a point-of-care setting. It pursues this strategy through a point-of-care platform (“CGT Biotech Platform”) that combines therapeutics, technologies, processes, and systems via a network of collaborative partners, and research institutes and hospitals around the world. The Company’s CGT Biotech Platform consists of: (a) POCare Therapeutics, a pipeline of licensed CGTs, anti-viral and proprietary scientific know-how; (b) POCare Technologies, a suite of proprietary and in-licensed technologies which are engineered to create customized processing systems for affordable point-of-care therapies; and (c) a POCare Network, a collaborative, international ecosystem of leading research institutions and hospitals committed to clinical development and supply of CGTs at the point-of-care (“POCare Network”). By combining science, technology and a collaborative network, the Company believes that it is able to identify the most promising new autologous therapies and provide a pathway for them to reach patients more quickly, more efficiently and in a scalable way, thereby unlocking the power of cell and gene therapy for all patients. The Company had historically also operated a Contract Development and Manufacturing Organization (“CDMO”) platform, which provided contract manufacturing and development services for biopharmaceutical companies (the “CDMO Business”). On February 2, 2020, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with GPP-II Masthercell LLC (“GPP” and together with the Company, the “Sellers”), Masthercell Global Inc. (“Masthercell”) and Catalent Pharma Solutions, Inc. (the “Buyer”). Pursuant to the terms and conditions of the Purchase Agreement, on February 10, 2020, the Sellers sold 100% of the outstanding equity interests of Masthercell, (the Masthercell Business”) which compromised the majority of the CDMO Business, to Buyer (the “Masthercell Sale”) for an aggregate nominal purchase price of $315 million, subject to customary adjustments. After accounting for GPP’s liquidation preference and equity stake in Masthercell as well as other investor interests in its Belgian subsidiary MaSTherCell, S.A. (“MaSTherCell”), distributions to Masthercell option holders and transaction costs, the Company received approximately $126.7 million. The Company incurred an additional approximately $5.6 million in transaction costs. The Company has determined that the Masthercell business (“Discontinued Operation”) meets the criteria to be classified as a discontinued operation as of the first quarter of 2020. The Discontinued Operation includes most of the previous CDMO Business, including majority-owned Masthercell, including its subsidiaries Cell Therapy Holdings, MaSTherCell S.A. and Masthercell U.S. (collectively, the “Masthercell Global Subsidiaries”) (See Note 3). The Chief Executive Officer (“CEO”) is the Company’s chief operating decision-maker. Management has determined that effective from the first quarter of 2020, all of the Company’s continuing operations are in the point-of-care business via the Company’s CGT Biotech Platform. Therefore, no segment report has been presented. The Company currently conducts its core CGT business operations through itself and its subsidiaries which are all wholly-owned except as otherwise stated (collectively, the “Subsidiaries”). The Subsidiaries are as follows: ● United States: Orgenesis Maryland Inc. (the “U.S. Subsidiary”) is the center of activity in North America currently focused on technology licensing and the setting up of the POCare Network (as defined below). ● European Union: Orgenesis Belgium SRL (the “Belgian Subsidiary”) is the center of activity in Europe currently focused on process development and preparation of European clinical trials. ● Israel: Orgenesis Ltd. (the “Israeli Subsidiary”) is the center for research and technology, as well as a provider of regulatory, clinical and pre-clinical services, and Atvio Biotech Ltd. (“Atvio”) is a provider of cell-processing services in Israel. ● Korea: Orgenesis Korea Co. Ltd. (the “Korean Subsidiary”), previously known as CureCell Co. Ltd., is a provider of processing and pre-clinical services in Korea. The Company owns 94.12% of the Korean Subsidiary. These condensed consolidated financial statements include the accounts of Orgenesis Inc. and its subsidiaries, including the U.S. Subsidiary, the Belgian Subsidiary, the Israeli Subsidiary, the Korean subsidiary, Atvio and the Discontinued Operation. The Company’s common stock, par value $0.0001 per share (the “Common Stock”) is listed and traded on the Nasdaq Capital Market under the symbol “ORGS.” As used in this report and unless otherwise indicated, the term “Company” refers to Orgenesis Inc. and its Subsidiaries. Unless otherwise specified, all amounts are expressed in United States Dollars. b. Liquidity As of March 31, 2020, the Company has accumulated losses of approximately $14 Million. On February 10, 2020, the Company received approximately $126.7 million, of which $7.2 million was used for the repayment of intercompany loans and payables from the Masthercell Sale. In addition, on January 20, 2020, the Company entered into a Securities Purchase Agreement with certain investors pursuant to which the Company received gross proceeds of approximately $9.24 million before deducting related offering expenses (See Note 4). Based on its current cash resources and commitments, the Company believes it will be able to maintain its current planned development activities and expected level of expenditures for at least 12 months from the date of the issuance of the financial statements. If there are further increases in operating costs for facilities expansion, research and development, commercial and clinical activity or decreases in revenues from customers, the Company may decide to seek additional financing.

Significant Accounting Policies

Significant Accounting Policies	3 Months Ended
	Mar. 31, 2020
Accounting Policies [Abstract]
Significant Accounting Policies	NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES The accounting policies adopted are consistent with those of the previous financial year except as described below. Cash and cash equivalents The Company considers cash equivalents to be all short-term, highly liquid investments, which include money market instruments, that are not restricted as to withdrawal or use, and short-term bank deposits with original maturities of three months or less from the date of purchase that are not restricted as to withdrawal or use and are readily convertible to known amounts of cash. Discontinued operations Upon divesture of a business, the Company classifies such business as a discontinued operation, if the divested business represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. For disposals other than by sale such as abandonment, the results of operations of a business would not be recorded as a discontinued operation until the period in which the business is actually abandoned. The Masthercell business divesture qualifies as discontinued operations and therefore have been presented as such. The results of businesses that have qualified as discontinued operations have been presented as such for all reporting periods. Results of discontinued operations include all revenues and expenses directly derived from such businesses; general corporate overhead is not allocated to discontinued operations. Any loss or gain that arose from the divesture of a business that qualifies as discontinued operations has been included within the results of the discontinued operations. The Company included information regarding cash flows from discontinued operations (See Note 3). Newly issued and recently adopted Accounting Pronouncements The Company early adopted ASU 2019-12 on January 1, 2020 which did not have a material impact on the Consolidated Financial Statements except for the removal of the exception related to intra-period tax allocations. Commencing from January 1, 2020, the Company followed the general intra-period allocation of tax expenses. The Company had incurred a loss from continuing operations and subsequent to the adoption of ASU 2019-12, the Company determined the amount attributable to continuing operations without regard to the tax effect of other items. The ASU 2019-12 amendment related to the intra-period tax allocation was applied prospectively. Had the Company not adopted ASU 2019-12, an approximately $5 million tax benefit would have been recognized along with corresponding decreases to net loss from continuing operations with a corresponding increase in tax expenses and decrease in net income resulting from discontinued operations. The Company had no intra-period tax allocation items in prior years. Use of Estimates The preparation of our consolidated financial statements requires us to make estimates, judgments and assumptions that may affect the reported amounts of assets, liabilities, equity, revenues and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis we evaluate our estimates, judgments and methodologies. We base our estimates on historical experience and on various other assumptions that we believe are reasonable, the results of which form the basis for making judgments about the carrying values of assets, liabilities and equity and the amount of revenues and expenses. The full extent to which the COVID-19 pandemic may directly or indirectly impact our business, results of operations and financial condition, will depend on future developments that are uncertain, including as a result of new information that may emerge concerning COVID-19 and the actions taken to contain it or treat COVID-19, as well as the economic impact on local, regional, national and international customers and markets. We have made estimates of the impact of COVID-19 within our financial statements, and although there is currently no major impact, there may be changes to those estimates in future periods. Actual results may differ from these estimates.

Discontinued Operation

Discontinued Operation	3 Months Ended
	Mar. 31, 2020
Discontinued Operations and Disposal Groups [Abstract]
Discontinued Operation	NOTE 3 – DISCONTINUED OPERATION On February 2, 2020, the Company entered into a Purchase Agreement with GPP, Masthercell and the Buyer. Pursuant to the terms and conditions of the Purchase Agreement, Sellers agreed to sell 100% of the outstanding equity interests of Masthercell to Buyer (the “Sale”) for an aggregate nominal purchase price of $315 million, subject to customary adjustments. The Company has determined that the Masthercell business meets the criteria to be classified as a discontinued operation. On February 10, 2020, the Sale was consummated in accordance with the terms of the Purchase Agreement. After accounting for GPP’s liquidation preference and equity stake in Masthercell, as well as SFPI – FPIM’s interest in MaSTherCell S.A., distributions to Masthercell option holders and transaction costs, the Company received approximately $126.7 million at the closing of the Sale transaction, of which $7.2 million was used for the repayment of intercompany loans and payables, including $4.6 million of payables to Masthercell SA. Included in this amount is $1.5 million which was deposited into an escrow account in connection with potential adjustments based on working capital and indebtedness at closing. Due to the sale of a controlling interest in Masthercell LLC, MaSTherCell and Masthercell SA, the Company retrospectively reclassified the assets and liabilities of these entities as assets and liabilities of discontinued operations and included the financial results of these entities (as of the February 10, 2020) in discontinued operations in the Company’s consolidated financial statements. Discontinued operations relate to the Masthercell business. The comprehensive loss and balance sheet for this operation are separately reported as discontinued operation for all periods presented. The financial results of the Masthercell Business are presented as income (loss) from discontinued operations, net of income taxes on the Company’s consolidated statement of comprehensive loss. The following table presents the financial results associated with the Masthercell Business operation as reflected in the Company’s Consolidated Comprehensive loss (in thousands): The period from January 1, 2020 until the disposal date Three Months March 31, OPERATIONS REVENUES $ 2,556 $ 6,882 COST OF REVENUES 1,480 4,039 COST OF RESEARCH AND DEVELOPMENT AND RESEARCH AND DEVELOPMENT SERVICES, net 7 (150 ) AMORTIZATION OF INTANGIBLE ASSETS - 408 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 1,896 2,614 OTHER INCOME (EXPENSES), net (305 ) 34 OPERATING LOSS (INCOME) 1,132 (5 ) FINANCIAL (INCOME) EXPENSES, net (29 ) 39 LOSS BEFORE INCOME TAXES 1,103 34 TAX EXPENSES - 86 NET LOSS FROM DISCONTINUING OPERATION, NET OF TAX $ 1,103 $ 120 DISPOSAL GAIN ON DISPOSAL BEFORE INCOME TAXES $ 102,623 $ - PROVISION FOR INCOME TAXES (19,481 ) - GAIN ON DISPOSAL $ 83,142 $ - NET PROFIT (LOSS) FROM DISCONTINUING OPERATION, NET OF TAX $ 82,039 $ (120 ) The following table is a summary of the assets and liabilities of discontinued operations (in thousands): As of December 31, 2019 Assets ASSETS: Cash and cash equivalents $ 11,281 Restricted cash 186 Accounts receivable, net 6,654 Prepaid expenses and other receivables 845 Grants receivable 1,979 Inventory 1,907 Deposits $ 326 Property and equipment, net 22,149 Intangible assets, net 10,858 Operating lease right-of-use assets 8,860 Goodwill 10,129 Other assets 47 TOTAL ASSETS OF DISCONTINUED OPERATION $ 75,221 As of December 31, 2019 LIABILITIES: Accounts payable $ 5,756 Accrued expenses and other payables 372 Employees and related payables 2,047 Advance payments on account of grant 2,227 Short-term loans and current maturities of long- term loans 372 Contract liabilities 8,301 Current maturities of long-term finance leases 291 Current maturities of operating leases 1,365 Non-current operating leases 7,069 Loans payable 1,230 Deferred taxes 1,868 Long-term finance leases 688 TOTAL LIABILITIES OF DISCONTINUED OPERATION $ 31,586 The following table represents the components of the cash flows from discontinued (in thousands): The period from January 1, 2020 until the disposal date Three Months Ended 2019 Net cash flows (used in) operating activities (2,409 ) (4,687 ) Net cash flows used in investing activities (579 ) (944 ) Net cash flows (used in) provided by financing activities (51 ) 6,512

Equity

Equity	3 Months Ended
	Mar. 31, 2020
Equity [Abstract]
Equity	NOTE 4 – EQUITY On January 20, 2020, the Company entered into a Securities Purchase Agreement (the “January Purchase Agreement”) with certain investors pursuant to which the Company issued and sold, in a private placement (the “Offering”), 2,200,000 shares of Common Stock at a purchase price of $4.20 per share (the “Shares”) and warrants to purchase up to 1,000,000 shares of Common Stock at an exercise price of $5.50 per share (the “Warrants”) which are exercisable between June 2021 and January 2023. The Company received gross proceeds of approximately $9.2 million before deducting related offering expenses.

Convertible Loans

Convertible Loans	3 Months Ended
	Mar. 31, 2020
Debt Disclosure [Abstract]
Convertible Loans	NOTE 5– CONVERTIBLE LOANS On January 2, 2020, the Company entered into private placement subscription agreements with investors for an aggregate amount of $250 thousand of convertible loans. The lenders shall be entitled, at any time prior to or no later than the maturity date, to convert the outstanding amount, into shares of Common Stock of the Company at a conversion price per share equal to $7.00. In addition, the Company granted the investors 151,428 warrants to purchase an equal number of additional shares of the Company’s Common Stock at a price of $7.00 per share. During the quarter ended March 31, 2020, the Company repaid $1,931 thousand on account of the principal amount and accrued interest of convertible loans that had been received during 2019.

Collaborations, License Agreeme

Collaborations, License Agreements and Commitments	3 Months Ended
	Mar. 31, 2020
Collaborations License Agreements And Commitments
Collaborations, License Agreements and Commitments	NOTE 6 – COLLABORATIONS, LICENSE AGREEMENTS AND COMMITMENTS Image Securities Ltd. (A related party) As described in Note 12 to the financial statements of December 31, 2019, on July 11, 2018, the Company and Image Securities Ltd., a corporation with its registered office in Grand Cayman, Grand Cayman Islands (“India Partner”), entered into a Joint Venture Agreement (the “India JVA”) pursuant to which the parties will collaborate in the development, marketing, clinical development and/or commercialization of cell therapy products in India (the “Cell Therapy Products”). The India partner will collaborate with a network of healthcare facilities and a healthcare infrastructure as well as financial partners to advance the development and commercialization of the Cell Therapy Products. In the first quarter of 2020, the Company transferred a further $500 thousand to the India joint venture. As of March 31, 2020, the Company had advanced $3 million in total to the India partner, as reflected in the balance sheet as loan to related party under non-current assets (held under escrow). As part of the agreement, the India joint venture will procure consulting services from the Company. During January 2020, the Company entered into a new Statement of Work pursuant to the master services agreement signed in 2019 for the provision of certain services during 2020 and 2021. The Company, subject to mutually agreed timing and definition of the scope of services, will provide regulatory services, pre-clinical studies, intellectual property services, point-of-care services and co-development services to the India partner. The Company received $500 thousand as payments for such services during the first quarter of 2020. $493 thousand for these services was recognized during the first quarter of 2020 as income under ASC 606. Apart from the above, there was no activity in the India joint venture during the three months ended March 31, 2020. Hemogenyx Pharmaceuticals PLC. As described in Note 12 to the financial statements of December 31, 2019, on October 18, 2018, the Company and Hemogenyx Pharmaceuticals PLC., a corporation with its registered office in the United Kingdom, and Hemogenyx-Cell, a corporation with its registered office in Belgium, and is engaged in the development of cell replacement bone marrow therapy technology (“H-Cell” and, collectively with the Company, “Hemo”), entered into a Collaboration Agreement (the “Hemo agreement”) pursuant to which the parties will collaborate in the funding of the continued development of and commercialization of, the Hemo technology via the Hemo group companies. Pursuant to the Hemo agreement, the Company and Hemogenyx LLC (“Hemo-LLC”) (a wholly owned USA subsidiary of Hemo), entered into a loan agreement. During the quarter ended March 31, 2020, the Company advanced an additional $0.25 million under the loan agreement which was charged to expenses under ASC 730-10-50 and 20-50 and presented as research and development costs. Immugenyx LLC As described in Note 12 to the financial statements as of December 31, 2019, on October 16, 2018, the Company and Immugenyx LLC, (“Immu”), which is engaged in the development of technology related to the production and use of humanized mice, entered into a Collaboration Agreement (the “Immu agreement”) pursuant to which the parties will collaborate in the funding of the continued development of, and commercialization of, the Immu technology. Pursuant to the Immu agreement, the Company and Immu entered into a loan agreement. During the quarter ended March 31, 2020, the Company advanced an additional $0.25 million under the loan agreement which was charged to expenses under ASC 730-10-50 and ASC 20-50 and presented as research and development costs. Theracell Advanced Biotechnology As described in Note 12 to the financial statements as of December 31, 2019, on February 14, 2019, the Company and Theracell Advanced Biotechnology, a corporation organized under the laws of Greece (“Theracell”), entered into a Joint Venture Agreement (the “Greek JVA”) pursuant to which the parties will collaborate in the clinical development and commercialization of the Company’s products (hereinafter, the “Company Products”) in Greece, Turkey, Cyprus and Balkan countries (the “Territory”) and the clinical development and commercialization of Theracell’s products (hereinafter, the “Theracell Products”) worldwide (the “Theracell Project”). The parties intend to pursue the Theracell Project through a joint venture (“JV”) by forming a JV entity (the “Greek JV Entity”). Until the Greek JV Entity is formed, all JV activities are being carried out by Theracell. The Company by itself, or together with a designee, will hold a 50% participating interest in the Greek JV Entity, with the remaining 50% participating interest being held by Theracell or its affiliate following the parties’ contributions to the Greek JV Entity as set forth under the Greek JVA. The Greek JV Entity will have a steering committee that will act as the board of directors of the Greek JV Entity and shall be composed of a total of five members, with two members appointed by each party and one industry expert. During January 2020, the Company entered into a new Statement of Work pursuant to the master services agreement signed in 2019 for the provision of certain services during 2020 and 2021. During the quarter ended March 31, 2020, the Company recognized point-of-care development service revenue in the amount of $496 thousand. During the quarter ended March 31, 2020, the Company recorded expenses related to activities in the territory in the amount of $559 thousand. Apart from the above, there was no material activity under the Greek JVA and the Greek JV had not yet been incorporated. Broaden Bioscience and Technology Corp As described in Note 12 to the financial statements as of December 31, 2019, on November 10, 2019, the U.S. Subsidiary and Broaden Bioscience and Technology Corp, a Delaware corporation (“Broaden”) entered into a Joint Venture Agreement (the “Broaden JVA”) pursuant to which the parties will collaborate in the development and/or marketing, clinical development and commercialization of cell therapy products and the setting up of point-of-care processing facilities in China and the Middle East (the “Project”). The parties intend to pursue the Project through a joint venture by forming a joint venture entity (the “Broaden JV Entity”). During January 2020, the Company entered into a master service agreement with Broaden whereby the Company, subject to mutually agreed timing and definition of the scope of services, will provide regulatory services, pre-clinical studies, intellectual property services, GMP process translation services and co-development services to Broaden during 2020 and 2021. During the quarter ended March 31, 2020, the Company recognized development services revenue in the amount of $488 thousand. During January 2020, the U.S. Subsidiary and Broaden Bioscience and Technology Corp entered into a convertible loan agreement according to which the Company agreed to lend Broaden Bioscience and Technology Corp an amount of up to $5 million as a convertible loan as part of Company’s investment in the Broaden JV. As of the date of this report, the Company has not lent Broaden Bioscience and Technology Corp any funds as part of this loan. During the quarter ended March 31, 2020, the Company recorded research and development expenses related to activities in the Project in the amount of $830 thousand. Apart from the above, as of March 31, 2020, no activity had begun in the said Broaden JV Entity and no investments were made therein and the Broaden JV Entity had not been incorporated. Cure Therapeutics During 2019, the Company entered into a master service agreement with Cure Therapeutics whereby the Company, subject to mutually agreed timing and definition of the scope of services, will provide point-of-care services to Cure Therapeutics during 2020 and 2021. During the quarter ended March 31, 2020, the Company recognized development services revenue in the amount of $374 thousand. Mircod Limited As described in Note 12 to the financial statements as of December 31, 2019, on June 19, 2018, the Company and Mircod Limited, a company formed under the laws of Cyprus (“Mircod”), entered into a Collaboration and License Agreement (the “Mircod Collaboration Agreement”) for the adaptation of Mircod’s background technologies related to biological sensing for use for the Company’s clinical development and manufacturing projects (the “Development Project”). The Development Project is to be carried out in accordance with an agreed development plan. In addition, during the first quarter of 2020, as per the Mircod Collaboration agreement, Mircod formed a wholly-owned US subsidiary named Mircod Biotech (the “Mircod Subsidiary”). The Mircod Subsidiary shall perform the duties of Mircod under the Collaboration Agreement, provided that Mircod shall remain responsible for the performance of the Mircod Subsidiary. At any time, the Company shall have the option, at its sole discretion, to transfer and require Mircod or the Mircod Subsidiary to transfer the Development Project and/or the rights and licenses granted by Mircod to a joint venture company (“JV Entity”) which shall be established by the parties for the purposes of carrying out and commercializing the Development Project, and in which the Company and Mircod will each hold 50%. The Company shall also have the option to, at its sole discretion and subject to all rules and regulations to which it is then subject, require Mircod to transfer to the the Company the entirety of Mircod’s equity interest in the JV Entity for a consideration of shares of Common Stock according to an agreed formula. The parties agreed to amend the development plan to reflect the fact that the parties shall collaborate with each other on: (i) point-of-care processing, regulatory and therapy development; (ii) setting up one or more point–of-care processing facilities in institutions or hospitals the territory of Russia; (iii) supply of the Company’s products and services within Russia, and (iv) clinical, regulatory, development and commercialization in Russia. The Company may, at its sole discretion, agree to provide Mircod with a convertible loan (which may be converted into shares of Mircod then outstanding or into the JV Entity, upon a valuation to be agreed between the parties and validated by a third party subject to terms to be agreed upon by the parties in a separate convertible loan agreement). The convertible loan will be used to finance the modification of the processing facility or facilities including, planning, designing, testing, training or supervising, as required for obtaining cGMP status approval(s) and/or relevant certification for any processing facility and other activities. As at March 31, 2020, the loan agreement was not executed.

Stock-Based Compensation

Stock-Based Compensation	3 Months Ended
	Mar. 31, 2020
Share-based Payment Arrangement [Abstract]
Stock-Based Compensation	NOTE 7 – STOCK-BASED COMPENSATION a. Options Granted to employees The table below summarizes the terms of options for the purchase of shares in the Company granted to employees and directors during the period from January 1, 2020 to March 31, 2020: No. of Options Granted Exercise Price Vesting Period Fair Value at Grant (in thousands) Expiration Period Employees 342,450 $ 2.99 Quarterly over a period of two years $ 690 10 years Directors 68,750 $ 2.99-$4.70 90% on the one-year anniversary and the remaining 10% in three equal instalments on the first, second and third year anniversaries $ 147 10 years The fair valuation of these option grants is based on the following assumptions: During the Period from January 1, 2020 to Value of one common share $ 2.99-$4.70 Dividend yield 0 % Expected stock price volatility 82%-86 % Risk free interest rate 0.83%-1.71 % Expected term (years) 5.5-6 b. Options Granted to Non-Employees The table below summarizes all the options for the purchase of shares in the Company granted to consultants and service providers during the period from January 1, 2020 to March 31, 2020: No. of Options Granted Exercise Price Vesting Period Fair Value at Grant (in thousands) Expiration Non-employees 35,000 $ 2.99 Quarterly over a period of two years $ 89 10 years The fair valuation of these option grants is based on the following assumptions: During the Period from January 1, 2020 to March 31, 2020 Value of one common share $ 2.99 Dividend yield 0 % Expected stock price volatility 89 % Risk free interest rate 1.12 % Expected term (years) 10 c. Warrants and Shares Issued to Non-Employees The fair value of Common Stock issued was the share price of the shares issued at the day of grant. During the quarter ended March 31, 2020, the Company granted 193,178 warrants to several consultants at an exercisable price of between $3.14 and $5.34 per share and exercisable for up to for three years. The fair value of those options as of the date of grant using the Black-Scholes valuation model was $377 thousand. See also notes 4 and 5.

Loss Per Share

Loss Per Share	3 Months Ended
	Mar. 31, 2020
EARNINGS (LOSS) PER SHARE:
Loss Per Share	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 March 31, 2020 March 31, 2019 (in thousands, except per share data) Basic: Net loss from continuing operations attributable to Orgenesis Inc. $ 6,976 $ 8,309 Net (income) loss from discontinued operations attributable to Orgenesis Inc. for loss per share (82,531 ) 2 Adjustment of redeemable non-controlling interest to redemption amount 414 242 (82,117 ) 244 Weighted average number of common shares outstanding 17,780,830 15,571,568 Loss per common share from continuing operations $ (0.39 ) $ (0.53 ) Earnings (loss) per common share from discontinued operations $ 4.62 $ (0.02 ) Net earnings (loss) per share $ 4.23 $ (0.55 ) Diluted: Net loss from continuing operations attributable to Orgenesis Inc. for loss per share 6,976 8,309 Net (income) loss from discontinued operations attributable to Orgenesis Inc. for loss per share (82,117 ) 244 Net loss attributable to Orgenesis Inc. for loss per share (75,141 ) 8,553 Weighted average number of shares used in the computation of basic and diluted loss per share 17,780,830 15,571,568 Loss per common share from continuing operations $ (0.39 ) $ (0.53 ) Earnings (loss) per common share from discontinued operations $ 4.62 $ (0.02 ) Net earnings (loss) per share $ 4.23 $ (0.55 )

Revenues

Revenues	3 Months Ended
	Mar. 31, 2020
Revenue from Contract with Customer [Abstract]
Revenues	NOTE 9 – REVENUES Disaggregation of Revenue The following table disaggregates the Company’s revenues by major revenue streams. Three Months Ended Three Months Ended March 31, 2020 March 31, 2019 (in thousands) (in thousands) Revenue stream: Cell process development services $ 27 $ 419 Point-of-care services 1,851 - Total $ 1,878 $ 419 Contract Assets and Liabilities Contract assets are mainly comprised of trade receivables net of allowance for doubtful debts, which includes amounts billed and currently due from customers. The activity for trade receivables is comprised of: As of March 31, 2020 (in thousands) Balance as of beginning of period $ 1,831 Additions 1,378 Collections (344 ) Balance as of end of period $ 2,865 The activity for contract liabilities is comprised of: As of March 31, 2020 (in thousands) Balance as of beginning of period $ 325 Additions 567 Realizations (496 ) Balance as of end of period $ 396

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2020
Subsequent Events [Abstract]
Subsequent Events	NOTE 10- SUBSEQUENT EVENTS a. During April 2020, the Company entered into a joint venture agreement with Kidney Cure Ltd. (“Kidney Cure”) (the “Kidney Cure JVA”), pursuant to which the parties will collaborate in the (i) implementation of a point-of- care strategy; (ii) assessment of the options for various cell-based types (including kidney derived cells, liver cells, MSC cells, exosomes, gene therapies) development; and (iii) development of protocols and tests for kidney therapies and utilization thereof. The parties intend to pursue the joint venture through a newly established company (hereinafter the “Kidney Cure JV Entity”), which the Company by itself, will hold a 49% participating interest therein, with the remaining 51% participating interest being held by Kidney Cure. Within ninety (90) days following the formation of the Kidney Cure JV Entity, the Kidney Cure JV Entity shall enter into a collaboration and license agreement with Kidney Cure for the purpose of collaborating in the development and validation of any agreed upon Kidney Cure’s background IP for clinical trials and therapeutic products and commercialization thereof by the JV Entity. The Company will, subject to a mutually agreed development plan invest up to $5 million in the Kidney Cure JVA. Under the Kidney Cure JVA, the Company can require Kidney Cure to sell to the Company its participating (including equity) interest in the Kidney Cure JV Entity in consideration for the issuance of Common Stock based on an agreed upon formula for determining the Kidney Cure JV Entity’s valuation provided that it has invested the $5 million. b. During April 2020, the Company entered into an Asset Purchase Agreement (the “Tamir Purchase Agreement”) with Tamir Biotechnology, Inc. (“Tamir” or “Seller”), pursuant to which the Company agreed to acquire certain assets and liabilities of Tamir related to the discovery, development and testing of therapeutic products for the treatment of diseases and conditions in humans, including all rights to Ranpirnase and use for antiviral therapy (collectively, the “Purchased Assets and Assumed Liabilities” and such acquisition, the “Tamir Transaction”). The Tamir Transaction closed on April 23, 2020. The Tamir Transaction closed upon the occurrence of the closing conditions contained in the Tamir Purchase Agreement. As aggregate consideration for the transaction, the Company paid $2,462,043 in cash and issued an aggregate of 3,400,000 shares of the Company’s common stock, par value $0.0001 per share to Tamir, of which $58,939 and 340,000 Shares will be held in an escrow account for a period of 18 months from closing to secure indemnification obligations of Tamir pursuant to the terms of the Tamir Purchase Agreement. c. During April 2020, the Company entered into a joint venture agreement with Sescom Ltd (the “Sescom JVA”) pursuant to which the parties will collaborate in the point-of-care field. The parties intend to pursue the joint venture through a newly established company (hereinafter the “Sescom JV Company”) in which the Company and Sescom Ltd will each hold a 50% participating interest. Until the Sescom JV Company is established, activities will be conducted through Sescom Ltd. The Company has agreed to invest $1 million in the Sescom JV Company, of which $500 thousand was invested in April 2020. The Company and Sescom Ltd have agreed on a development plan. Under the Sescom JVA, the Company can require Sescom Ltd to sell to the Company its participating (including equity) interest in the Sescom JV Company in consideration for the issuance of Common Stock based on an agreed upon formula for determining Sescom JV Company valuation provided that it has invested the $1 million. d. During April 2020, the Company issued 215,000 ordinary shares to service providers who will provide certain services until March 2021. The shares will have additional restrictions on transfer until such services have been provided. e. As of May 6, 2020, Prof. Sarah Ferber is no longer the Chief Scientific Officer of Orgenesis Inc. She remains an employee of Orgenesis Ltd.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2020
Accounting Policies [Abstract]
Cash and Cash Equivalents	Cash and cash equivalents The Company considers cash equivalents to be all short-term, highly liquid investments, which include money market instruments, that are not restricted as to withdrawal or use, and short-term bank deposits with original maturities of three months or less from the date of purchase that are not restricted as to withdrawal or use and are readily convertible to known amounts of cash.
Discontinued operations	Discontinued operations Upon divesture of a business, the Company classifies such business as a discontinued operation, if the divested business represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. For disposals other than by sale such as abandonment, the results of operations of a business would not be recorded as a discontinued operation until the period in which the business is actually abandoned. The Masthercell business divesture qualifies as discontinued operations and therefore have been presented as such. The results of businesses that have qualified as discontinued operations have been presented as such for all reporting periods. Results of discontinued operations include all revenues and expenses directly derived from such businesses; general corporate overhead is not allocated to discontinued operations. Any loss or gain that arose from the divesture of a business that qualifies as discontinued operations has been included within the results of the discontinued operations. The Company included information regarding cash flows from discontinued operations (See Note 3).
Newly issued and recently adopted Accounting Pronouncements	Newly issued and recently adopted Accounting Pronouncements The Company early adopted ASU 2019-12 on January 1, 2020 which did not have a material impact on the Consolidated Financial Statements except for the removal of the exception related to intra-period tax allocations. Commencing from January 1, 2020, the Company followed the general intra-period allocation of tax expenses. The Company had incurred a loss from continuing operations and subsequent to the adoption of ASU 2019-12, the Company determined the amount attributable to continuing operations without regard to the tax effect of other items. The ASU 2019-12 amendment related to the intra-period tax allocation was applied prospectively. Had the Company not adopted ASU 2019-12, an approximately $5 million tax benefit would have been recognized along with corresponding decreases to net loss from continuing operations with a corresponding increase in tax expenses and decrease in net income resulting from discontinued operations. The Company had no intra-period tax allocation items in prior years.
Use of Estimates	Use of Estimates The preparation of our consolidated financial statements requires us to make estimates, judgments and assumptions that may affect the reported amounts of assets, liabilities, equity, revenues and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis we evaluate our estimates, judgments and methodologies. We base our estimates on historical experience and on various other assumptions that we believe are reasonable, the results of which form the basis for making judgments about the carrying values of assets, liabilities and equity and the amount of revenues and expenses. The full extent to which the COVID-19 pandemic may directly or indirectly impact our business, results of operations and financial condition, will depend on future developments that are uncertain, including as a result of new information that may emerge concerning COVID-19 and the actions taken to contain it or treat COVID-19, as well as the economic impact on local, regional, national and international customers and markets. We have made estimates of the impact of COVID-19 within our financial statements, and although there is currently no major impact, there may be changes to those estimates in future periods. Actual results may differ from these estimates.

Discontinued Operation (Tables)

Discontinued Operation (Tables)	3 Months Ended
	Mar. 31, 2020
Discontinued Operations and Disposal Groups [Abstract]
Schedule of Discontinued Operation	The period from January 1, 2020 until the disposal date Three Months March 31, OPERATIONS REVENUES $ 2,556 $ 6,882 COST OF REVENUES 1,480 4,039 COST OF RESEARCH AND DEVELOPMENT AND RESEARCH AND DEVELOPMENT SERVICES, net 7 (150 ) AMORTIZATION OF INTANGIBLE ASSETS - 408 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 1,896 2,614 OTHER INCOME (EXPENSES), net (305 ) 34 OPERATING LOSS (INCOME) 1,132 (5 ) FINANCIAL (INCOME) EXPENSES, net (29 ) 39 LOSS BEFORE INCOME TAXES 1,103 34 TAX EXPENSES - 86 NET LOSS FROM DISCONTINUING OPERATION, NET OF TAX $ 1,103 $ 120 DISPOSAL GAIN ON DISPOSAL BEFORE INCOME TAXES $ 102,623 $ - PROVISION FOR INCOME TAXES (19,481 ) - GAIN ON DISPOSAL $ 83,142 $ - NET PROFIT (LOSS) FROM DISCONTINUING OPERATION, NET OF TAX $ 82,039 $ (120 ) The following table is a summary of the assets and liabilities of discontinued operations (in thousands): As of December 31, 2019 Assets ASSETS: Cash and cash equivalents $ 11,281 Restricted cash 186 Accounts receivable, net 6,654 Prepaid expenses and other receivables 845 Grants receivable 1,979 Inventory 1,907 Deposits $ 326 Property and equipment, net 22,149 Intangible assets, net 10,858 Operating lease right-of-use assets 8,860 Goodwill 10,129 Other assets 47 TOTAL ASSETS OF DISCONTINUED OPERATION $ 75,221 As of December 31, 2019 LIABILITIES: Accounts payable $ 5,756 Accrued expenses and other payables 372 Employees and related payables 2,047 Advance payments on account of grant 2,227 Short-term loans and current maturities of long- term loans 372 Contract liabilities 8,301 Current maturities of long-term finance leases 291 Current maturities of operating leases 1,365 Non-current operating leases 7,069 Loans payable 1,230 Deferred taxes 1,868 Long-term finance leases 688 TOTAL LIABILITIES OF DISCONTINUED OPERATION $ 31,586 The following table represents the components of the cash flows from discontinued (in thousands): The period from January 1, 2020 until the disposal date Three Months Ended 2019 Net cash flows (used in) operating activities (2,409 ) (4,687 ) Net cash flows used in investing activities (579 ) (944 ) Net cash flows (used in) provided by financing activities (51 ) 6,512
Schedule of Disaggregation of Revenue Related to Discontinued Operations	The following table disaggregates the Company’s revenues by major revenue streams related to discontinued operations (in thousands):. The period from January 1, 2020 until the disposal date Three Months Ended March 31, 2019 (in thousands) Revenue stream: Cell process development services $ 2,556 $ 4,756 Tech transfer services - 1,830 Cell manufacturing services - 296 Total $ 2,556 $ 6,882

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	3 Months Ended
	Mar. 31, 2020
Employees [Member]
Schedule of Stock Options Granted	The table below summarizes the terms of options for the purchase of shares in the Company granted to employees and directors during the period from January 1, 2020 to March 31, 2020: No. of Options Granted Exercise Price Vesting Period Fair Value at Grant (in thousands) Expiration Period Employees 342,450 $ 2.99 Quarterly over a period of two years $ 690 10 years Directors 68,750 $ 2.99-$4.70 90% on the one-year anniversary and the remaining 10% in three equal instalments on the first, second and third year anniversaries $ 147 10 years
Schedule of Valuation Assumptions of Stock Options	The fair valuation of these option grants is based on the following assumptions: During the Period from January 1, 2020 to Value of one common share $ 2.99-$4.70 Dividend yield 0 % Expected stock price volatility 82%-86 % Risk free interest rate 0.83%-1.71 % Expected term (years) 5.5-6
Non-Employees [Member]
Schedule of Stock Options Granted	The table below summarizes all the options for the purchase of shares in the Company granted to consultants and service providers during the period from January 1, 2020 to March 31, 2020: No. of Options Granted Exercise Price Vesting Period Fair Value at Grant (in thousands) Expiration Non-employees 35,000 $ 2.99 Quarterly over a period of two years $ 89 10 years
Schedule of Valuation Assumptions of Stock Options	The fair valuation of these option grants is based on the following assumptions: During the Period from January 1, 2020 to March 31, 2020 Value of one common share $ 2.99 Dividend yield 0 % Expected stock price volatility 89 % Risk free interest rate 1.12 % Expected term (years) 10

Loss Per Share (Tables)

Loss Per Share (Tables)	3 Months Ended
	Mar. 31, 2020
EARNINGS (LOSS) PER SHARE:
Schedule of Basic and Diluted Loss Per Share	The following table sets forth the calculation of basic and diluted loss per share for the period indicated: Three Months Ended March 31, 2020 March 31, 2019 (in thousands, except per share data) Basic: Net loss from continuing operations attributable to Orgenesis Inc. $ 6,976 $ 8,309 Net (income) loss from discontinued operations attributable to Orgenesis Inc. for loss per share (82,531 ) 2 Adjustment of redeemable non-controlling interest to redemption amount 414 242 (82,117 ) 244 Weighted average number of common shares outstanding 17,780,830 15,571,568 Loss per common share from continuing operations $ (0.39 ) $ (0.53 ) Earnings (loss) per common share from discontinued operations $ 4.62 $ (0.02 ) Net earnings (loss) per share $ 4.23 $ (0.55 ) Diluted: Net loss from continuing operations attributable to Orgenesis Inc. for loss per share 6,976 8,309 Net (income) loss from discontinued operations attributable to Orgenesis Inc. for loss per share (82,117 ) 244 Net loss attributable to Orgenesis Inc. for loss per share (75,141 ) 8,553 Weighted average number of shares used in the computation of basic and diluted loss per share 17,780,830 15,571,568 Loss per common share from continuing operations $ (0.39 ) $ (0.53 ) Earnings (loss) per common share from discontinued operations $ 4.62 $ (0.02 ) Net earnings (loss) per share $ 4.23 $ (0.55 )

Revenues (Tables)

Revenues (Tables)	3 Months Ended
	Mar. 31, 2020
Revenue from Contract with Customer [Abstract]
Schedule of Disaggregation of Revenue	The following table disaggregates the Company’s revenues by major revenue streams. Three Months Ended Three Months Ended March 31, 2020 March 31, 2019 (in thousands) (in thousands) Revenue stream: Cell process development services $ 27 $ 419 Point-of-care services 1,851 - Total $ 1,878 $ 419
Schedule of Activity for Trade Receivables	The activity for trade receivables is comprised of: As of March 31, 2020 (in thousands) Balance as of beginning of period $ 1,831 Additions 1,378 Collections (344 ) Balance as of end of period $ 2,865
Schedule of Activity for Contract Liabilities	The activity for contract liabilities is comprised of: As of March 31, 2020 (in thousands) Balance as of beginning of period $ 325 Additions 567 Realizations (496 ) Balance as of end of period $ 396

Description of Business (Detail

Description of Business (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands		Feb. 10, 2020	Jan. 20, 2020	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Proceeds from equity	[1]			$ 8,438
Common stock par value				$ 0.0001		$ 0.0001
Accumulated losses				$ (13,874)		$ (89,429)
Securities Purchase Agreement [Member]
Proceeds from issuance of private placement			$ 9,240
Masthercell LLC [Member] | Securities Purchase Agreement [Member]
Percentage of outstanding equity interests		100.00%
Aggregate nominal purchase price of outstanding equity interests		$ 315,000
Proceeds from equity		126,700
Transaction cost incurred		5,600
Repayment of intercompany loans and payables		$ 7,200
CureCell Co. Ltd [Member]
Ownership percentage				94.12%
[1]	See Note 3 for information regarding the discontinued operation

Significant Accounting Polici_3

Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Tax benefit	$ (47)	$ (49)
Accounting Standards Update 2019-12 [Member]
Tax benefit	$ 5,000

Discontinued Operation (Details

Discontinued Operation (Details Narrative) - USD ($) $ in Thousands		Feb. 10, 2020	Mar. 31, 2020	Mar. 31, 2019
Proceeds from equity	[1]		$ 8,438
Masthercell LLC [Member]
Escrow deposit		$ 1,500
Masthercell SA [Member]
Repayment of intercompany loans and payables		$ 4,600
Securities Purchase Agreement [Member] | Masthercell LLC [Member]
Percentage of outstanding equity interests		100.00%
Aggregate nominal purchase price of outstanding equity interests		$ 315,000
Proceeds from equity		126,700
Repayment of intercompany loans and payables		$ 7,200
[1]	See Note 3 for information regarding the discontinued operation

Discontinued Operation - Schedu

Discontinued Operation - Schedule of Discontinued Operation (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended
	Feb. 10, 2020	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Discontinued Operations and Disposal Groups [Abstract]
REVENUES	$ 2,556		$ 6,882
COST OF REVENUES	1,480		4,039
COST OF RESEARCH AND DEVELOPMENT AND RESEARCH AND DEVELOPMENT SERVICES, net	7		(150)
AMORTIZATION OF INTANGIBLE ASSETS			408
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES	1,896		2,614
OTHER INCOME (EXPENSES), net	(305)		34
OPERATING LOSS (INCOME)	1,132		(5)
FINANCIAL (INCOME) EXPENSES, net	(29)		39
LOSS BEFORE INCOME TAXES	1,103		34
TAX EXPENSES			86
NET LOSS FROM DISCONTINUING OPERATION, NET OF TAX	1,103		120
GAIN ON DISPOSAL BEFORE INCOME TAXES	102,623
PROVISION FOR INCOME TAXES	(19,481)
GAIN ON DISPOSAL	83,142
NET PROFIT (LOSS) FROM DISCONTINUING OPERATION, NET OF TAX	(82,039)	$ (82,039)	120
Cash and cash equivalents				$ 11,281
Restricted cash				186
Accounts receivable, net				6,654
Prepaid expenses and other receivables				845
Grants receivable				1,979
Inventory				1,907
Deposits				326
Property and equipment, net				22,149
Intangible assets, net				10,858
Operating lease right-of-use assets				8,860
Goodwill				10,129
Other assets				47
TOTAL ASSETS OF DISCONTINUED OPERATION				75,221
Accounts payable				5,756
Accrued expenses and other payables				372
Employees and related payables				2,047
Advance payments on account of grant				2,227
Short-term loans and current maturities of long- term loans				372
Contract liabilities				8,301
Current maturities of long-term finance leases				291
Current maturities of operating leases				1,365
Non-current operating leases				7,069
Loans payable				1,230
Deferred taxes				1,868
Long-term finance leases				688
TOTAL LIABILITIES OF DISCONTINUED OPERATION				$ 31,586
Net cash flows (used in) operating activities	(2,409)		(4,687)
Net cash flows used in investing activities	(579)		(944)
Net cash flows (used in) provided by financing activities	$ (51)		$ 6,512

Discontinued Operation - Sche_2

Discontinued Operation - Schedule of Disaggregation of Revenue Related to Discontinued Operations (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended
	Feb. 10, 2020	Mar. 31, 2019
Disaggregation of revenue	$ 2,556	$ 6,882
Cell Process Development Services [Member]
Disaggregation of revenue	2,556	4,756
Tech Transfer Services [Member]
Disaggregation of revenue		1,830
Cell Manufacturing Services [Member]
Disaggregation of revenue		$ 296

Equity (Details Narrative)

Equity (Details Narrative) - Securities Purchase Agreement [Member] $ / shares in Units, $ in Thousands	Jan. 20, 2020USD ($)$ / sharesshares
Number of shares issued | shares	2,200,000
Share issued price per share | $ / shares	$ 4.20
Number of warrants granted to purchase an equal number of additional shares of common stock | shares	1,000,000
Warrants exercise price per share | $ / shares	$ 5.50
Warrant exercisable description	Exercisable between June 2021 and January 2023
Proceeds from issuance of private placement | $	$ 9,240

Convertible Loans (Details Narr

Convertible Loans (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands		Jan. 02, 2020	Mar. 31, 2020	Mar. 31, 2019
Repayments of convertible debt	[1]		$ 1,900
Convertible Loans [Member]
Repayments of convertible debt			$ 1,931
Private Placement Subscription Agreements [Member]
Aggregate amount of subscription agreement		$ 250
Number of common shares in conversion of outstanding amount		1
Conversion price per share		$ 7
Number of warrants granted to purchase an equal number of additional shares of common stock		151,428
Warrant exercise price		$ 7
[1]	See Note 3 for information regarding the discontinued operation

Collaborations, License Agree_2

Collaborations, License Agreements and Commitments (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Jan. 31, 2020
Service income	$ 1,878	$ 419
Revenues	1,385	419
Research and development expenses	4,703	$ 5,300
Image Securities Ltd [Member]
Related party transferred	500
Advance from related party	3,000
Image Securities Ltd [Member] | Master Services Agreement [Member]
Service income	493
Hemogenyx Pharmaceuticals PLC. [Member] | Loan Agreement [Member]
Loans receivable net	250
Immugenyx LLC [Member] | Loan Agreement [Member]
Loans receivable net	$ 250
Theracell Advanced Biotechnology [Member]
Interest in joint venture	50.00%
Noncontrolling interest in joint venture	50.00%
Theracell Advanced Biotechnology [Member] | Master Services Agreement [Member]
Research and development expenses	$ 559
Theracell Advanced Biotechnology [Member] | Master Services Agreement [Member] | Development Service Revenue [Member]
Revenues	496
Broaden Bioscience and Technology Corp [Member]
Research and development expenses	830
Broaden Bioscience and Technology Corp [Member] | Master Services Agreement [Member] | Development Service Revenue [Member]
Revenues	488
Broaden Bioscience and Technology Corp [Member] | Convertible Loan Agreement [Member]
Loans receivable net			$ 5,000
Cure Therapeutics [Member] | Master Service Agreement [Member] | Development Service Revenue [Member]
Revenues	$ 374
Mircod Limited [Member]
Interest in joint venture	50.00%

Stock-Based Compensation (Detai

Stock-Based Compensation (Details Narrative) - Non-Employees [Member] $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2020USD ($)$ / sharesshares
Warrants to be issued for granted shares | shares	35,000
Several Consultants [Member]
Warrants to be issued for granted shares | shares	193,178
Warrants exercise price, decrease | $ / shares	$ 3.14
Warrants exercise price, increase | $ / shares	$ 5.34
Warrants term	3 years
Fair value of options | $	$ 377

Stock-Based Compensation - Sche

Stock-Based Compensation - Schedule of Stock Options Granted (Details) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2020USD ($)$ / sharesshares
Employees [Member]
No. of Options Granted | shares	342,450
Exercise price	$ 2.99
Vesting Period	Quarterly over a period of two years
Fair Value at Grant | $	$ 690
Expiration Period	10 years
Directors [Member]
No. of Options Granted | shares	68,750
Vesting Period	90% on the one-year anniversary and the remaining 10% in three equal instalments on the first, second and third year anniversaries
Fair Value at Grant | $	$ 147
Expiration Period	10 years
Directors [Member] | Minimum [Member]
Exercise price	$ 2.99
Directors [Member] | Maximum [Member]
Exercise price	$ 4.70
Non-Employees [Member]
No. of Options Granted | shares	35,000
Exercise price	$ 2.99
Vesting Period	Quarterly over a period of two years
Fair Value at Grant | $	$ 89
Expiration Period	10 years

Stock-Based Compensation - Sc_2

Stock-Based Compensation - Schedule of Stock Options Granted (Details) (Parenthetical)	3 Months Ended
	Mar. 31, 2020
Employees [Member]
Vesting Period	2 years
Directors [Member] | One-Year Anniversary [Member]
Percentage for vesting period	90.00%
Directors [Member] | First, Second and Third Year Anniversaries [Member]
Percentage for vesting period	10.00%
Non-Employees [Member]
Vesting Period	2 years

Stock-Based Compensation - Sc_3

Stock-Based Compensation - Schedule of Valuation Assumptions of Stock Options (Details)	3 Months Ended
	Mar. 31, 2020$ / shares
Employees and Directors [Member]
Dividend yield	0.00%
Expected stock price volatility, minimum	82.00%
Expected stock price volatility, maximum	86.00%
Risk free interest rate, minimum	0.83%
Risk free interest rate, maximum	1.71%
Employees and Directors [Member] | Minimum [Member]
Value of one common share	$ 2.99
Expected term (years)	5 years 6 months
Employees and Directors [Member] | Maximum [Member]
Value of one common share	$ 4.70
Expected term (years)	6 years
Non-employees [Member]
Value of one common share	$ 2.99
Dividend yield	0.00%
Expected stock price volatility	89.00%
Risk free interest rate	1.12%
Expected term (years)	10 years

Loss Per Share - Schedule of Ba

Loss Per Share - Schedule of Basic and Diluted Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
EARNINGS (LOSS) PER SHARE:
Basic: Net loss from continuing operations attributable to Orgenesis Inc.	$ 6,976	$ 8,309
Basic: Net (income) loss from discontinued operations attributable to Orgenesis Inc. for loss per share	(82,531)	2
Basic: Adjustment of redeemable non-controlling interest to redemption amount	414	242
Basic: Net income (loss) available to common stockholders	$ (82,117)	$ 244
Basic: Weighted average number of common shares outstanding	17,780,830	15,571,568
Basic: Loss per common share from continuing operations	$ (0.39)	$ (0.53)
Basic: Earnings (loss) per common share from discontinued operations	4.62	(0.02)
Basic: Net earnings (loss) per share	$ 4.23	$ (0.55)
Diluted: Net loss from continuing operations attributable to Orgenesis Inc. for loss per share	$ 6,976	$ 8,309
Diluted: Net (income) loss from discontinued operations attributable to Orgenesis Inc. for loss per share	(82,117)	244
Diluted: Net loss attributable to Orgenesis Inc. for loss per share	$ (75,141)	$ 8,553
Diluted: Weighted average number of shares used in the computation of basic and diluted loss per share	17,780,830	15,571,568
Diluted: Loss per common share from continuing operations	$ (0.39)	$ (0.53)
Diluted: Earnings (loss) per common share from discontinued operations	4.62	(0.02)
Diluted: Net earnings (loss) per share	$ 4.23	$ (0.55)

Revenues - Schedule of Disaggre

Revenues - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Total	$ 1,878	$ 419
Cell Process Development Services [Member]
Total	27	419
Point-of-care Services [Member]
Total	$ 1,851

Revenues - Schedule of Activity

Revenues - Schedule of Activity for Trade Receivables (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2020USD ($)
Revenue from Contract with Customer [Abstract]
Balance as of beginning of period	$ 1,831
Additions	1,378
Collections	(344)
Balance as of end of period	$ 2,865

Revenues - Schedule of Activi_2

Revenues - Schedule of Activity for Contract Liabilities (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2020USD ($)
Revenue from Contract with Customer [Abstract]
Balance as of beginning of period	$ 325
Additions	567
Realizations	(496)
Balance as of end of period	$ 396

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)	1 Months Ended
	Apr. 30, 2020	Mar. 31, 2020	Dec. 31, 2019
Common stock, par value		$ 0.0001	$ 0.0001
Subsequent Events [Member]
Invested amount for development plan	$ 5,000,000
Number of ordinary shares issued to service providers	215,000
Subsequent Events [Member] | Maximum [Member]
Amount invest for development plan	$ 5,000,000
Subsequent Events [Member] | Joint Venture Agreement [Member]
Participating interest rate	49.00%
Amount invest for development plan	$ 1,000,000
Invested amount for development plan	$ 500,000
Subsequent Events [Member] | Joint Venture Agreement [Member] | Parent Company [Member]
Participating interest rate	50.00%
Subsequent Events [Member] | Joint Venture Agreement [Member] | Kidney Cure Ltd [Member]
Participating interest rate	51.00%
Subsequent Events [Member] | Joint Venture Agreement [Member] | Sescom Ltd [Member]
Participating interest rate	50.00%
Invested amount for development plan	$ 1,000,000
Subsequent Events [Member] | Tamir Purchase Agreement [Member]
Payments to acquire assets and liabilities	$ 2,462,043
Number of common stock issued	3,400,000
Common stock, par value	$ 0.0001
Escrow deposit amount	$ 58,939
Number of shares deposit in escrow account	340,000