Orgenesis (ORGS) 10-K 9 Mar 21 2020 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Dec. 31, 2020	Mar. 09, 2021	Jun. 30, 2020
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2020
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2020
Current Fiscal Year End Date	--12-31
Entity File Number	001-38416
Entity Registrant Name	ORGENESIS INC.
Entity Central Index Key	0001460602
Entity Tax Identification Number	98-0583166
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	20271 Goldenrod Lane
Entity Address, City or Town	Germantown
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	20876
City Area Code	(480)
Local Phone Number	659-6404
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	ORGS
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Public Float			$ 105,399,427
Entity Common Stock, Shares Outstanding		24,199,674

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
CURRENT ASSETS:
Cash and cash equivalents	$ 44,923	$ 107
Restricted cash	645	467
Accounts receivable, net	3,085	1,831
Prepaid expenses and other receivables	1,070	382
Grants receivable	169	204
Inventory	185	136
Current assets of discontinued operations (See Note 3)		75,221
Total current assets	50,077	78,348
NON CURRENT ASSETS:
Deposits	296	299
Loan to related party		2,623
Investments in associates, net	175
Property, plants and equipment, net	3,073	2,305
Intangible assets, net	13,023	3,348
Operating lease right-of-use assets	1,474	725
Goodwill	8,745	4,812
Other assets	821	35
Total non-current assets	27,607	14,147
TOTAL ASSETS	77,684	92,495
CURRENT LIABILITIES:
Accounts payable	8,649	5,549
Accrued expenses and other payables	792	1,615
Income tax payable	7
Employees and related payables	1,463	1,672
Advance payments on account of grant	692	523
Short-term loans and current maturities of long-term loans	145	391
Contract liabilities	59	325
Current maturities of finance leases	19
Current maturities of operating leases	485	357
Current maturities of convertible loans	3,974	416
Current liabilities of discontinued operations (See Note 3)		31,586
TOTAL CURRENT LIABILITIES	16,285	42,434
LONG-TERM LIABILITIES:
Non-current operating leases	1,020	455
Convertible loans	7,200	12,143
Retirement benefits obligation	74	41
Deferred taxes		58
Long-term debt and finance leases	64
Other long-term liabilities	313	331
TOTAL LONG-TERM LIABILITIES	8,671	13,028
TOTAL LIABILITIES	24,956	55,462
REDEEMABLE NON CONTROLLING INTEREST OF DISCONTINUED OPERATIONS (See Note 3)		30,955
EQUITY:
Common stock of $0.0001 par value, 145,833,334 shares authorized, 24,223,093 and 16,140,962 shares issued as of December 31, 2020 and December 31, 2019, respectively	3	2
Additional paid-in capital	140,397	94,691
Accumulated other comprehensive income	748	213
Treasury stock at December 31, 2020 55,309 shares	(250)
Accumulated deficit	(88,319)	(89,429)
Equity attributable to Orgenesis Inc.	52,579	5,477
Non-controlling interests	149	601
TOTAL EQUITY	52,728	6,078
TOTAL LIABILITIES AND EQUITY	$ 77,684	$ 92,495

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 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	24,223,093	16,140,962
Common stock, shares outstanding	24,223,093	16,140,962
Treasury stock, shares	55,309

Consolidated Statements of Comp

Consolidated Statements of Comprehensive Loss (Income) - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Income Statement [Abstract]
Revenues	$ 6,177	$ 2,629
Revenues from related party	1,475	1,270
Total revenues	7,652	3,899
Cost of research and development and research and development services, net	83,986	14,014
Amortization of intangible assets	478	430
Selling, general and administrative expenses	18,973	11,451
Other income, net	(4)	(21)
Operating loss	95,781	21,975
Financial expenses, net	1,061	843
Share in net income of associated companies	(106)
Loss from continuing operation before income taxes	96,736	22,818
Tax income	(1,609)	(229)
Net loss from continuing operation	95,127	22,589
Net loss (income) from discontinued operations, net of tax	(95,706)	3,452
Net loss (income)	(579)	26,041
Net loss attributable to non-controlling interests (including redeemable) from continuing operation	(39)	(99)
Net loss attributable to non-controlling interests (including redeemable) from discontinued operations	(492)	(1,821)
Net loss (income) attributable to Orgenesis Inc.	$ (1,110)	$ 24,121
Loss (income) per share:
Basic and diluted from continuing operations	$ 4.46	$ 1.41
Basic and diluted from discontinued operations	(4.75)	0.36
Basic and diluted	$ (0.29)	$ 1.77
Weighted average number of shares used in computation of Basic and Diluted loss per share:
Basic and diluted	21,320,314	15,907,995
Comprehensive loss (income):
Net loss from Continuing Operation	$ 95,127	$ 22,589
Net loss (income) from Discontinued Operations, Net of Tax	(95,706)	3,452
Other Comprehensive (income) loss – Translation adjustment	(341)	456
Release of translation adjustment due to sale of subsidiary	(194)
Comprehensive loss (income)	(1,114)	26,497
Comprehensive loss attributed to non-controlling interests (including redeemable)	(39)	(99)
Comprehensive loss attributed to non-controlling interests (including redeemable) from discontinued operations	(492)	(1,821)
Comprehensive loss (income) attributed to Orgenesis Inc.	$ (1,645)	$ 24,577

Consolidated Statements of Chan

Consolidated Statements of Changes in Equity - USD ($) $ in Thousands		Common Stock [Member]	Additional Paid-in Capital [Member]	AOCI Attributable to Parent [Member]	Retained Earnings [Member]	Equity Attributed To Orgenesis Inc [Member]	Noncontrolling Interest [Member]	Total	Treasury Stock [Member]
Beginning balance, value 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			2,106			2,106	58	2,164
Stock-based compensation to service providers			893			893		893
Stock-based compensation to service providers, shares		75,629
Stock-based compensation for Tamir purchase agreement (See Note 3), shares
Exercise of options, shares
Issuance of shares and warrants, shares
Issuance of shares related to acquisition of Koligo, shares
Repurchase of treasury stock, shares
Stock-based compensation to strategic collaborations			2,641			2,641		2,641
Stock-based compensation to strategic collaborations, shares		525,000
Issuance and modification of warrants and Beneficial conversion feature of convertible loans			515		(145)	370		370
Transaction with non-controlling interest GPP (See Note 1)			2,034			2,034		2,034
Adjustment to redemption value of redeemable non-controlling interest			(4,095)			(4,095)		(4,095)
Comprehensive income (loss) for the period				(456)	(24,121)	(24,577)	(102)	(24,679)
Ending balance, value at Dec. 31, 2019		$ 2	94,691	213	(89,429)	5,477	601	6,078
Ending balance, shares at Dec. 31, 2019		16,140,962
Stock-based compensation to employees and directors			1,470			1,470		1,470
Stock-based compensation to service providers		$ 1	1,376			1,377		1,377
Stock-based compensation to service providers, shares	[1]	270,174
Stock-based compensation for Tamir purchase agreement (See Note 4)			17,748			17,748		17,748
Stock-based compensation for Tamir purchase agreement (See Note 3), shares		3,400,000
Exercise of options			300			300		300
Exercise of options, shares		83,334
Beneficial conversion feature of convertible loans			42			42		42
Issuance of shares and warrants			8,438			8,438		8,438
Issuance of shares and warrants, shares		2,200,000
Issuance of shares related to acquisition of Koligo			11,172			11,172		11,172
Issuance of shares related to acquisition of Koligo, shares		2,128,623
Sale of subsidiaries							(413)	(413)
Repurchase of treasury stock						(250)		(250)	(250)
Repurchase of treasury stock, shares		(55,309)
Adjustment to redemption value of redeemable non-controlling interest			5,160			5,160		5,160
Comprehensive income (loss) for the period				535	1,110	1,645	(39)	1,606
Ending balance, value at Dec. 31, 2020		$ 3	$ 140,397	$ 748	$ (88,319)	$ 52,579	$ 149	$ 52,728	$ (250)
Ending balance, shares at Dec. 31, 2020		24,167,784
[1]	out of which 30,000 shares have additional restrictions on transfer until services have been provided.

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$ 579	$ (26,041)
Adjustments required to reconcile net income (loss) to net cash used in operating activities:
Stock-based compensation	2,847	3,057
Stock-based compensation for strategic collaborations		2,641
Stock-based compensation for Tamir Purchase Agreement (See Notes 4)	17,048
Capital loss (gain), net	22	(29)
Gain on disposal of subsidiaries	(96,918)
Share in income of associated company	(106)
Depreciation and amortization expenses	1,435	3,806
Effect of exchange differences on inter-company balances	(618)	214
Net changes in operating leases	14	(339)
Interest expense accrued on loans and convertible loans (including amortization of beneficial conversion feature)	927	387
Changes in operating assets and liabilities:
Increase in accounts receivable	(1,350)	(5,308)
Increase in inventory	(84)	(414)
Increase in other assets	(24)	(46)
Increase in prepaid expenses, other accounts receivable	(1,073)	(112)
Increase in accounts payable	1,985	4,626
Increase (decrease) in accrued expenses and other payable	(1,156)	271
Increase (decrease) in employee and related payables	(170)	474
Increase (decrease) in contract liabilities	(166)	3,536
Change in advance payments and receivables on account of grant, net	140	(247)
Increase (decrease) in deferred taxes	(1,378)	304
Net cash used in operating activities	(78,046)	(13,220)
CASH FLOWS FROM INVESTING ACTIVITIES:
Increase in loan to JV partner, a related party	(500)	(1,500)
Repayment in loan to JV partner, a related party	3,000
Sale of property, plants and equipment	7	79
Purchase of property, plants and equipment	(1,525)	(12,129)
Acquisition of Koligo, net of cash acquired (See Note 4)	(955)
Proceed from sale of subsidiaries, net	105,634
Investment in associated company	(69)
Repayment (investment) in short term deposits	18	(228)
Net cash provided by (used) in investing activities	105,610	(13,778)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repurchase of treasury stock	(250)
Increase in redeemable non-controlling interests received from GPP		13,200
Proceeds from issuance of shares, warrants and exercise of options (net of transaction costs)	8,738
Proceeds from issuance of convertible loans (net of transaction costs)	250	11,400
Repayment of convertible loans and convertible bonds	(2,400)
Repayment of short and long-term debt	(457)	(772)
Proceeds from issuance of loans payable		270
Net cash provided by financing activities	5,881	24,098
NET CHANGE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH	33,445	(2,900)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	82	(58)
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF YEAR	12,041	14,999
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF YEAR	45,568	12,041
SUPPLEMENTAL DISCLOSURE OF CASH FLOW TRANSACTIONS:
Interest paid in cash during the year		157
Income taxes, net of refunds paid in cash during the year		156
SUPPLEMENTAL NON-CASH FINANCING AND INVESTING ACTIVITIES
Finance Leases of property, plant and equipment	366	355
Right-of-use assets acquired in exchange for right-of-use liabilities	967	8,229
Purchase of property, plant and equipment included in accounts payable	241	1,584
Transaction costs of issuance of convertible loans		546
Acquisition of other asset in exchange for common stocks	700
Issuance of common stocks in connection with the acquisition of Koligo	$ 11,172

DESCRIPTION OF BUSINESS

DESCRIPTION OF BUSINESS	12 Months Ended
	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF BUSINESS	NOTE 1 – DESCRIPTION OF BUSINESS a. General Orgenesis Inc., a Nevada corporation, is a global biotech company working to unlock the potential of cell and gene therapies in an affordable and accessible format (“CGTs”). CGTs can be centered on autologous (using the patient’s own cells) or allogenic (using master banked donor cells) and are part of a class of medicines referred to as advanced therapy medicinal products (ATMP). The Company mostly focusses on autologous therapies, with processes and systems that are developed for each therapy using a closed and automated processing system approach that is validated for compliant production near the patient at their point of care for treatment of the patient. This approach has the potential to overcome the limitations of traditional commercial manufacturing methods that do not translate well to commercial production of advanced therapies due to their cost prohibitive nature and complex logistics to deliver the treatments to patients (ultimately limiting the number of patients that can have access to, or can afford, these therapies). To achieve these goals, the Company has developed a Point of Care Platform comprised of three enabling components: a pipeline of licensed POCare Therapies POCare Technology POCare Network The POCare Network brings together patients, doctors, industry partners, research institutes and hospitals worldwide with a goal of achieving harmonized, regulated clinical development and production of the therapies. Over time, the Company has worked to develop and validate POCare Technologies that can be combined within mobile production units for advanced therapies. In 2020, the Company made significant investments in the development of several types of Orgenesis Mobile Processing Units and Labs (OMPULs) with the expectation of use and/or distribution through our POCare Network of partners, collaborators, and joint ventures. As of the date of this report, the OMPULs are still in the development stage. OMPULs are designed for the purpose of validation, development, performance of clinical trials, manufacturing and/or processing of potential or approved cell and gene therapy products in a safe, reliable, and cost-effective manner at the point of care, as well as the manufacturing of such CGTs in a consistent and standardized manner in all locations. The design delivers a potential industrial solution for the Company to deliver CGTs to practically any clinical institution at the point of care. Until December 31, 2019, the Company operated the POCare Platform as one of two business separate business segments. Historically, the second separate business segment was operated as a Contract Development and Manufacturing Organization (“CDMO”) platform, providing contract manufacturing and development services for biopharmaceutical companies (the “CDMO Business”). The CDMO platform was historically operated mainly through majority owned Masthercell Global (which consisted of the following two subsidiaries: MaSTherCell S.A. in Belgium (“MaSTherCell”), and Masthercell U.S., LLC in the United States (“Masthercell U.S.”) (collectively, the “Masthercell Global Subsidiaries”)). In February 2020, the Company and GPP-II Masthercell LLC (“GPP”) sold 100% 315 126.7 5.6 The Company 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 the vast majority of the previous CDMO Business, including majority-owned Masthercell, including MaSTherCell, Masthercell U.S. and all of the Masthercell Global Subsidiaries. Since the Masthercell Sale, the Company has entered into new joint venture agreements with new partners in various jurisdictions. This has allowed the Company to grow its infrastructure and expand its processing sites into new markets and jurisdictions. In addition, the Company has engaged some of these joint venture partners to perform research and development services to further develop and adapt its systems and devices for specific purposes. The Company has been investing manpower and financial resources to focus on developing, manufacturing and rolling out several types of OMPULs to be used and/or distributed through our POCare Network of partners, collaborators, and joint ventures. The Chief Executive Officer (“CEO”) is the Company’s chief operating decision-maker who reviews financial information prepared on a consolidated basis. Effective from the first quarter of 2020, all of our continuing operations are in one segment, being the point-of-care business via our POCare 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 setting up of the POCare Network. ● Koligo Therapeutics Inc. (“Koligo”) is a Kentucky corporation that was acquired in 2020 and is currently focused on developing the POCare network and therapies (See Note 4 for the acquisition of Koligo). ● 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. ● Orgenesis Switzerland Sarl (the “Swiss subsidiary) incorporated in October 2020 is currently focused on providing management services to the Company. ● Israel: Orgenesis Ltd. (the “Israeli Subsidiary”) is a provider of regulatory, clinical and pre-clinical services, and Orgenesis Biotech Israel Ltd. (“OBI”) previously known as 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% These consolidated financial statements include the accounts of Orgenesis Inc. and its subsidiaries including the Discontinued Operation. On April 7, 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. As aggregate consideration for the acquisition, the Company paid $ 2.5 3,400,000 20.2 The Company’s common stock, par value $ 0.0001 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 December 31, 2020 ,the Company has accumulated losses of approximately $ 88 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 (See Note 3). 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. The Company invested significant resources in research and development and research and development services in 2020. The Company believes that these investments will enable it to substantially increase revenues in the next 12 months. 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 these 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	12 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). a. Use of Estimates in the Preparation of Financial Statements The preparation of our consolidated financial statements in conformity with U.S. GAAP 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, the amount of revenues and expenses and determining whether an acquisition is a business combination or a purchase of asset. Actual results could differ from those estimates. 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 examined the impact of COVID-19 on 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. b. Business Combination The Company allocates the purchase price of an acquired business to the tangible and intangible assets acquired and liabilities assumed based upon their estimated fair values on the acquisition date. Any excess of the purchase price over the fair value of the net assets acquired is recorded as goodwill. Acquired in-process backlog, customer relations, technology, IPR&D, brand name and know how are recognized at fair value. The purchase price allocation process requires management to make significant estimates and assumptions, especially at the acquisition date with respect to intangible assets. Direct transaction costs associated with the business combination are expensed as incurred. The allocation of the consideration transferred in certain cases may be subject to revision based on the final determination of fair values during the measurement period, which may be up to one year from the acquisition date. The Company includes the results of operations of the business that it has acquired in its consolidated results prospectively from the date of acquisition. If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously held equity interest in the acquire is re-measured to fair value at the acquisition date; any gains or losses arising from such re-measurement are recognized in profit or loss. c. Other Investments For other investments, the Company applies the measurement alternative upon the adoption of ASU 2016-01, and elected to record equity investments without readily determinable fair values at cost, less impairment, adjusted for subsequent observable price changes. In this measurement alternative method, changes in the carrying value of the equity investments are reflected in current earnings. Changes in the carrying value of the equity investment are required to be made whenever there are observable price changes in orderly transactions for the identical or similar investment of the same issuer. d. Discontinued operations Upon divestiture 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 divestiture qualifies as a discontinued operation and therefore has been presented as such. The results of businesses that have qualified as a discontinued operation 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 divestiture of a business that qualifies as discontinued operations is included within the results of the discontinued operations. The Company included information regarding cash flows from discontinued operations (See Note 3). e. 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. f. Cost of research and development and research and development services, net Cost of research and development and research and development services include costs directly attributable to the conduct of research and development activities, including the cost of salaries, stock-based compensation expenses, payroll taxes and other employees’ benefits, lab expenses, consumable equipment, courier fees, travel expenses, professional fees and consulting fees. All costs associated with research and developments are expensed as incurred. Participation from government departments and from research foundations for development of approved projects is recognized as a reduction of expense as the related costs are incurred. Research and development in-process acquired as part of an asset purchase, which has not reached technological feasibility and has no alternative future use, is expensed as incurred. g. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its Subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. h. Non-Marketable Equity Investments The Company’s investments in certain non-marketable equity securities in which it has the ability to exercise significant influence, but it does not control through variable interests or voting interests. These are accounted for under the equity method of accounting and presented as Investment in associates, net, in the Company’s consolidated balance sheets. Under the equity method, the Company recognizes its proportionate share of the comprehensive income or loss of the investee. The Company’s share of income and losses from equity method investments is included in share in losses of associated company. The Company reviews its investments accounted for under the equity method for possible impairment, which generally involves an analysis of the facts and changes in circumstances influencing the investments. i. Functional Currency The currency of the primary economic environment in which the operations of the Company and part of its Subsidiaries are conducted is the U.S. dollar (“$” or “dollar”). The functional currency of the Belgian Subsidiaries is the Euro (“€” or “Euro”). The functional currency of Orgenesis Korea is the Won (“KRW”). Most of the Company’s expenses are incurred in dollars, and the source of the Company’s financing has been provided in dollars. Thus, the functional currency of the Company and its other subsidiaries is the dollar. Transactions and balances originally denominated in dollars are presented at their original amounts. Balances in foreign currencies are translated into dollars using historical and current exchange rates for nonmonetary and monetary balances, respectively. For foreign transactions and other items reflected in the statements of operations, the following exchange rates are used: (1) for transactions – exchange rates at transaction dates or average rates and (2) for other items (derived from nonmonetary balance sheet items such as depreciation) – historical exchange rates. The resulting transaction gains or losses are recorded as financial income or expenses. The financial statements of the Belgian Subsidiaries and Orgenesis Korea are included in the consolidated financial statements, translated into U.S. dollars. Assets and liabilities are translated at year-end exchange rates, while revenues and expenses are translated at yearly average exchange rates during the year. Differences resulting from translation of assets and liabilities are presented as other comprehensive income. j. Inventory The Company’s inventory consists of raw material for use for the services provided. The Company periodically evaluates the quantities on hand. Cost of the raw materials is determined using the weighted average cost method. The inventory is recorded at the lower of cost or net realizable value. k. Property, plant and Equipment Property, plant and equipment are recorded at cost and depreciated by the straight-line method over the estimated useful lives of the related assets. Annual rates of depreciation are presented in the table below: SCHEDULE OF ANNUAL DEPRECIATION RATES, PROPERTY AND EQUIPMENT Weighted Average Useful Life (Years) Production facility 5 10 Laboratory equipment 2 7 Office equipment and computers 3 17 l. Intangible assets Intangible assets and their useful lives are as follows: SCHEDULE OF INTANGIBLE ASSETS AND THEIR USEFUL LIVE Useful Life (Years) Amortization Recorded at Comprehensive Loss Line Item Customer Relationships 10 Amortization of intangible assets Know-How 12 Amortization of intangible assets Technology 15 Amortization of intangible assets Intangible assets are recorded at acquisition less accumulated amortization and impairment. Definite lived intangible assets are amortized over their estimated useful life using the straight-line method, which is determined by identifying the period over which the cash flows from the asset are expected to be generated. m. Goodwill Goodwill represents the excess of consideration transferred over the value assigned to the net tangible and identifiable intangible assets of businesses acquired. Goodwill is allocated to reporting units expected to benefit from the business combination. Goodwill is not amortized but rather tested for impairment at least annually in the fourth quarter, or more frequently if events or changes in circumstances indicate that goodwill may be impaired. Following the sale of Masthercell the Company manages the business as one operating segment and one reporting unit. Goodwill impairment is recognized when the quantitative assessment results in the carrying value exceeding the fair value, in which case an impairment charge is recorded to the extent the carrying value exceeds the fair value. There were no impairment charges to goodwill during the periods presented. n. Impairment of Long-lived Assets The Company reviews its property, plants and equipment, intangible assets subject to amortization and other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset class may not be recoverable. Indicators of potential impairment include: an adverse change in legal factors or in the business climate that could affect the value of the asset; an adverse change in the extent or manner in which the asset is used or is expected to be used, or in its physical condition; and current or forecasted operating or cash flow losses that demonstrate continuing losses associated with the use of the asset. If indicators of impairment are present, the asset is tested for recoverability by comparing the carrying value of the asset to the related estimated undiscounted future cash flows expected to be derived from the asset. If the expected cash flows are less than the carrying value of the asset, then the asset is considered to be impaired and its carrying value is written down to fair value, based on the related estimated discounted cash flows. There were no o. Income Taxes 1) With respect to deferred taxes, income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is recognized to the extent that it is more likely than not that the deferred taxes will not be realized in the foreseeable future. 2) The Company follows a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the available evidence indicates that it is more likely than not that the position will be sustained on examination. If this threshold is met, the second step is to measure the tax position as the largest amount that is greater than 50 3) Taxes that would apply in the event of disposal of investment in Subsidiaries have not been taken into account in computing the deferred income taxes, as it is the Company’s intention to hold these investments and not realize them. p. Stock-based Compensation The Company recognizes stock-based compensation for the estimated fair value of share-based awards. The Company measures compensation expense for share-based awards based on estimated fair values on the date of grant using the Black-Scholes option-pricing model. This option pricing model requires estimates as to the option’s expected term and the price volatility of the underlying stock. The Company amortizes the value of share-based awards to expense over the vesting period on a straight-line basis. q. Redeemable Non-controlling Interest Non-controlling interests with embedded redemption features, whose settlement is not at the Company’s discretion, are considered redeemable non-controlling interest. Redeemable non-controlling interests are considered to be temporary equity and are therefore presented as a mezzanine section between liabilities and equity on the Company’s consolidated balance sheets. Subsequent adjustment of the amount presented in temporary equity is required only if the Company’s management estimates that it is probable that the instrument will become redeemable. Adjustments of redeemable non-controlling interest to its redemption value are recorded through additional paid-in capital. r. Loss (income) per Share of Common Stock Basic net loss (income) per share is computed by dividing the net loss (income) for the period by the weighted average number of shares of common stock outstanding for each period. Diluted net loss (income) per share is based upon the weighted average number of common shares and of common shares equivalents outstanding when dilutive. Common share equivalents include: (i) outstanding stock options and warrants which are included under the treasury share method when dilutive, and (ii) common shares to be issued under the assumed conversion of the Company’s outstanding convertible loans and debt, which are included under the if-converted method when dilutive (See Note 14). s. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of principally cash and cash equivalents, bank deposits and certain receivables. The Company held these instruments with highly rated financial institutions and the Company has not experienced any significant credit losses in these accounts and does not believe the Company is exposed to any significant credit risk on these instruments apart of accounts receivable. The Company performs ongoing credit evaluations of its customers for the purpose of determining the appropriate allowance for doubtful accounts. An appropriate allowance for doubtful accounts is included in the accounts and netted against accounts receivable. In the year ended December 31, 2020 the Company has not experienced any material credit losses in these accounts and does not believe it is exposed to significant credit risk on these instruments. Bad debt allowance is created when objective evidence exists of inability to collect all sums owed it under the original terms of the debit balances. Material customer difficulties, the probability of their going bankrupt or undergoing economic reorganization and insolvency or material delays in payments are all considered indicative of reduced debtor balance value. t. Treasury shares The Company repurchases its ordinary shares from time to time on the open market and holds such shares as treasury stock. The Company presents the cost to repurchase treasury stock as a reduction of shareholders’ equity. During the years ended December 31, 2020, the Company repurchased 55,309 shares. The Company did not reissue nor cancel treasury shares during the year ended December 31, 2020. u. Beneficial Conversion Feature (“BCF”) When the Company issues convertible debt, if the stock price is greater than the effective conversion price (after allocation of the total proceeds) on the measurement date, the conversion feature is considered “beneficial” to the holder. If there is no contingency, this 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 (See Note 7). v. Other Comprehensive Loss Other comprehensive loss represents adjustments of foreign currency translation. w. Revenue from Contracts with Customers The Company recognizes revenue from contracts with customers according to ASC 606, Revenue from Contracts with Customers The Company’s agreements are primarily service contracts that range in duration from a few months to one year. The Company recognizes revenue when control of these services is transferred to the customer for an amount, referred to as the transaction price, which reflects the consideration to which the Company is expected to be entitled in exchange for those goods or services. A contract with a customer exists only when: ● the parties to the contract have approved it and are committed to perform their respective obligations; ● the Company can identify each party’s rights regarding the distinct goods or services to be transferred (“performance obligations”); ● the Company can determine the transaction price for the goods or services to be transferred; and ● the contract has commercial substance and it is probable that the Company will collect the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the customer. The Company does not adjust the promised amount of consideration for the effects of a significant financing component since the Company expects, at contract inception, that the period between the time of transfer of the promised goods or services to the customer and the time the customer pays for these goods or services to be generally one year or less. The Company’s credit terms to customers are in average between thirty and one hundred and fifty days. Nature of Revenue Streams The Company’s main revenue streams from continuing operation are POC development services and Cell Process Development Services. POC Development Services Revenue recognized under contracts for POC development services may, in some contracts, represent multiple performance obligations (where promises to the customers are distinct) in circumstances in which the work packages are not interrelated or the customer is able to complete the services performed. For arrangements that include multiple performance obligations, the transaction price is allocated to the identified performance obligations based on their relative standalone selling prices. The Company recognizes revenue when, or as, it satisfies a performance obligation. At contract inception, the Company determines whether the services are transferred over time or at a point in time. Performance obligations that have no alternative use and that the Company has the right to payment for performance completed to date, at all times during the contract term, are recognized over time. All other Performance obligations are recognized as revenues by the company at point of time (upon completion). Included in POC development services is Hospital supplies revenue which is derived principally from the sale or lease of products and the performance of services to hospitals or other medical providers. Revenue is earned and recognized when product and services are received by the customer. Significant Judgement and Estimates Significant judgment is required to Practical Expedients As part of ASC 606, the Company has adopted several practical expedients including the Company’s determination that it need not adjust the promised amount of consideration for the effects of a significant financing component since the Company expects, at contract inception, that the period between when the Company transfers a promised service to the customer and when the customer pays for that service will be one year or less. Cell Process Development Services (mainly discontinued operations) Revenue recognized under contracts for cell process development services may, in some contracts, represent multiple performance obligations (where promises to the customers are distinct) in circumstances in which the work packages and milestones are not interrelated or the customer is able to complete the services performed independently or by using competitors of the Company. In other contracts when the above circumstances are not met, the promises are not considered distinct and the contract represents one performance obligation. All performance obligations are satisfied over time, as there is no alternative use to the services it performs, since, in nature, those services are unique to the customer, which retain the ownership of the intellectual property created through the process. Additionally, due to the non-refundable upfront payment the customer pays, together with the payment term and cancellation fine, it has a right to payment (which include a reasonable margin), at all times, for work completed to date, which is enforceable by law. For arrangements that include multiple performance obligations, the transaction price is allocated to the identified performance obligations based on their relative standalone selling prices. For these contracts, the standalone selling prices are based on the Company’s normal pricing practices when sold separately with consideration of market conditions and other factors, including customer demographics and geographic location. The Company measures the revenue to be recognized over time on a contract by contract basis, determining the use of either a cost-based input method or output method, depending on whichever best depicts the transfer of control over the life of the performance obligation. Tech Transfer Services (discontinued operations) Revenue recognized under contracts for tech transfer services are considered a single performance obligation, as all work packages (including data collection, GMP documentation, validation runs) and milestones are interrelated. Additionally, the customer is unable to complete services of work performed independently or by using competitors of the Company. Revenue is recognized over time using a cost-based based input method where progress on the performance obligation is measured by the proportion of actual costs incurred to the total costs expected to complete the contract. Cell Manufacturing Services (discontinued operations) Revenues from cell manufacturing services represent a single performance obligation which is recognized over time. The progress towards completion will continue to be measured on an output measure based on direct measurement of the value transferred to the customer (units produced). Reimbursed Expenses (discontinued operations) The Company includes reimbursed expenses in revenues and costs of revenue as the Company is primarily responsible for fulfilling the promise to provide the specified service, including the integration of the related services into a combined output to the customer, which are inseparable from the integrated service. These costs include such items as consumable, reagents, transportation and travel expenses, over which the Company has discretion in establishing prices. Change Orders Changes in the scope of work are common and can result in a change in transaction price, equipment used and payment terms. Change orders are evaluated on a contract-by-contract basis to determine if they should be accounted for as a new contract or as part of the existing contract. Generally, services from change orders are not distinct from the original performance obligation. As a result, the effect that the contract modification has on the contract revenue, and measure of progress, is recognized as an adjustment to revenue when they occur. Costs of Revenue (discontinued operations) Costs of revenue include (i) compensation and benefits for billable employees and personnel involved in production, data management and delivery, and the costs of acquiring and processing data for the Company’s information offerings; (ii) costs of staff directly involved with delivering services offerings and engagements; (iii) consumables used for the services; and (iv) other expenses directly related to service contracts such as courier fees, laboratory supplies, professional services and travel expenses. x. Leases The Company adopted the new lease standard ASC 842 and all the related amendments on January 1, 2019. The Company determines if an arrangement is a lease at inception. Lease classification is governed by five criteria in ASC 842-10-25-2. If any of these five criteria is met, The Company classifies the lease as a finance lease; otherwise, the Company classifies the lease as an operating lease. When determining lease classification, the Company’s approach in assessing two of the mentioned criteria is: (i) generally 75% or more of the remaining economic life of the underlying asset is a major part of the remaining economic life of that underlying asset; and (ii) generally 90% or more of the fair value of the underlying asset comprises substantially all of the fair value of the underlying asset. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in the consolidated balance sheet. ROU assets represent Orgenesis’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at the commencement date to determine the present value of the lease payments. The standard also provides practical expedients for an entity’s ongoing accounting. The Company elected the short-term lease recognition exemption for all leases with a term shorter than 12 months. This means that for those leases, the Company does not recognize ROU assets or lease liabilities, including not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition, but recognizes lease expenses over the lease term on a straight-line basis. Lease terms will include options to extend or terminate the lease when it is reasonably certain that Orgenesis will exercise or not exercise the option to renew or terminate the lease. y. Recently issued accounting pronouncements, not yet adopted In June 2016, the FASB issued ASU 2016-13 “Financial Instruments—Credit Losses—Measurement of Credit Losses on Financial Instruments.” This guidance replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The guidance will be effective for Smaller Reporting Companies (SRCs, as defined by the SEC) for the fiscal year beginning on January 1, 2023, including interim periods within that year. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements. In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40)-Accounting For Convertible Instruments and Contracts in an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for annual and interim periods beginning after December 15, 2021, and early adoption is permitted for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company is currently evaluating the impact that this new guidance will have on its consolidated financial statements. z. 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 $ 20 aa. Reclassifications Certain reclassifications have been made to the prior years’ financial statements to conform to the current year presentation. These reclassifications had no net effect on previously reported results of operations.

DISCONTINUED OPERATION

DISCONTINUED OPERATION	12 Months Ended
	Dec. 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% 315 On February 10, 2020, the Masthercell 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, distributions to Masthercell option holders and transaction costs, the Company received approximately $ 126.7 7.2 4.6 Due to the sale of the controlling interest in Masthercell, 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 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 operations 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): SCHEDULE OF DISCONTINUED OPERATION AND BALANCE SHEETS Year Ended December 31, 2020 2019 OPERATIONS Revenues $ 2,556 $ 31,053 Cost of revenues 1,482 18,318 Cost of research and development and research and development services, net 7 54 Amortization of intangible assets 137 1,631 Selling, general and administrative expenses 1,896 13,886 Other (income) expenses, net 305 (207 ) Operating loss 1,271 2,629 Financial expenses (income), net (29 ) 31 Loss before income taxes 1,242 2,660 Tax expenses (income) (30 ) 792 Net loss from discontinuing operation, net of tax $ 1,212 $ 3,452 DISPOSAL Gain on disposal before income taxes $ 96,918 $ - Provision for income taxes - - Gain on disposal $ 96,918 $ - Net profit (loss) from discontinuing operation, net of tax $ 95,706 $ (3,452 ) The following table is a summary of the assets and liabilities of discontinued operations (in thousands): December 31, 2019 Assets CURRENT 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 (mainly Know How) 10,858 Operating lease right-of-use assets 8,860 Goodwill 10,129 Other assets 47 TOTAL CURRENT ASSETS OF DISCONTINUED OPERATIONS $ 75,221 December 31, 2019 CURRENT 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 CURRENT LIABILITIES OF DISCONTINUED OPERATIONS $ 31,586 Property, plants and equipment, net and right-of-use assets by geographical location were as follows: December 31, 2019 United States $ 16,707 Belgium 14,302 Total $ 31,009 The following table represents the components of the cash flows from discontinued operations (in thousands): Year Ended December 31, 2020 2019 Net cash flows used in operating activities $ (2,409 ) $ (1,248 ) Net cash flows used in investing activities $ (579 ) $ (11,621 ) Net cash flows (used in) provided by financing activities $ (51 ) $ 12,570 Disaggregation of Revenue The following table disaggregates the Company’s revenues by major revenue streams related to discontinued operations (in thousands): SCHEDULE OF DISAGGREGATION OF REVENUE RELATED TO DISCONTINUED OPERATIONS Year Ended December 31, 2020 2019 Revenue stream: Cell process development services $ 2,556 $ 20,834 Tech transfer services - 5,396 Cell manufacturing services - 4,823 Total $ 2,556 $ 31,053 Redeemable Non-Controlling Interest of Discontinued Operations a. Subscription and Shareholders Agreement with Belgian Sovereign Funds Société Fédérale de Participations et d’Investissement (“SFPI”). On November 15, 2017, the Company, MaSTherCell and SFPI entered into a Subscription and Shareholders Agreement (“SFPI Agreement”) pursuant to which SFPI made an equity investment in MaSTherCell. Due to the embedded redemption feature of the SPFI agreement whose settlement was not at the Company discretion, the Company had accounted for the investment made by GPP as a redeemable non-controlling interest. b. Stock Purchase Agreement and Stockholders’ Agreement with Great Point Partners, LLC (“GPP”) On June 28, 2018, the Company, Masthercell Global GPP, and certain of GPP’s affiliates, entered into a series of definitive strategic agreements intended to finance, strengthen and expand Orgenesis’ CDMO business. Due to the embedded redemption feature of the GPP agreement whose settlement was not at the Company discretion, the Company had accounted for the investment made by GPP as a redeemable non-controlling interest.

ACQUISITION AND REORGANIZATION

ACQUISITION AND REORGANIZATION	12 Months Ended
	Dec. 31, 2020
Acquisition And Reorganization
ACQUISITION AND REORGANIZATION	NOTE 4 – ACQUISITION AND REORGANIZATION Tamir Biotechnology, Inc. On April 7, 2020, the Company entered into the Tamir Purchase Agreement with Tamir, 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. The Tamir Transaction closed on April 23, 2020. As aggregate consideration for the acquisition, the Company paid $ 2.5 3,400,000 20.2 59 340,000 4.5 The Company’s acquired right to Tamir’s intellectual property represents a single identifiable asset sourced from the agreement. Because substantially all (more than 90%) of the fair value of the gross assets acquired are concentrated in a single asset being the right to Tamir’s intellectual property and related assets (“IPR&D”), the Company determined that the acquisition is not considered a business in accordance with ASC 805-10-55-5A. Therefore, the Company accounted the transaction as an asset acquisition. The fair value associated with Tamir’s IPR&D in the amount of $ 19.5 Description of Koligo Acquisition during 2020 On September 26, 2020, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) by and among the Company, Orgenesis Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), Koligo Therapeutics Inc., a Kentucky corporation (“Koligo”), the shareholders of Koligo (collectively, the “Shareholders”), and Long Hill Capital V, LLC (“Long Hill”), solely in its capacity as the representative, agent and attorney-in-fact of the Shareholders. The Merger Agreement provides for the acquisition of Koligo by the Company through the merger of Merger Sub with and into Koligo, with Koligo surviving as a wholly-owned subsidiary of the Company (the “Merger”). The acquisition was completed on October 15, 2020 (the “Effective Time”). Koligo is a privately-held US regenerative medicine company. Koligo’s first commercial product is KYSLECEL® (autologous pancreatic islets) for chronic and acute recurrent pancreatitis. Koligo’s 3D-V technology platform incorporates the use of advanced 3D bioprinting techniques and vascular endothelial cells to support development of transformational cell and tissue products for serious diseases. Pursuant to the terms of the Merger Agreement, at the Effective Time, the shares of capital stock of Koligo that were issued and outstanding immediately prior to the Effective Time were automatically cancelled and converted into the right to receive, subject to customary adjustments, an aggregate of 2,061,713 shares of Company common stock which have been issued to Koligo’s accredited investors (with certain non-accredited investors being paid solely in cash in the amount of approximately $ 20 thousand). In addition, we issued 66,910 in connection with the Merger. The share price was $ 5.26 at the day of the closing. The Merger Agreement contains customary indemnification provisions whereby the Shareholders of Koligo will indemnify the Company and certain affiliated parties for any losses arising out of breaches of the representations, warranties and covenants of Koligo and the Shareholders under the Merger Agreement. As partial security for the indemnification and purchase price adjustment obligations of Koligo shareholders under the Merger Agreement, $ 7 328,587 In addition, according to the agreement between the parties, the Company has also funded an additional cash consideration of $ 500 100 In connection with the Merger Agreement, the Company, Long Hill and Maxim Group LLC (“Maxim”) entered into a Registration Rights and Lock-Up Agreement pursuant to which Long Hill will have one demand registration right to require the registration of the shares of Company common stock received by Long Hill in the Merger and Long Hill and Maxim will have certain piggyback registration rights. In addition, Long Hill agreed with the Company that, during the applicable Restriction Period (as defined below), it shall not sell or transfer, subject to certain limited exceptions, the portion of the shares received in the Merger during the applicable Restriction Period, subject to a limitation on the number of shares sold per any trading day not to exceed 10 (a) in relation to 70% of all of the shares received in the Merger that Long Hill is entitled to receive under or in connection with the Merger Agreement, the period beginning on the date of the closing and ending on the date that is the four month anniversary thereof, and (b) in relation to the remaining 30% of all of the shares received in the Merger that Long Hill is entitled to receive under or in connection with the Merger Agreement, the period beginning on the date of the closing and ending on the date that is the twelve month anniversary thereof In addition, pursuant to separate Lock-Up Agreements entered into by the Shareholders other than Long Hill with the Company (the “Shareholders Lock-Up Agreement”), such Shareholders agreed that they will not transfer any of their shares received in the Merger except in accordance with the following lock-up release schedule whereby one fifth of such holder’s respective shares will be released from such restriction every six months, starting six months from the closing of the Merger. Each holder’s sales of such shares are subject to a resale limit of its pro rata portion of 10% of the average daily trading volume, allocated to the Shareholders other than Long Hill pro-rata. The acquisition was accounted in accordance with Accounting Standards Codification Topic 805, “Business Combinations”. The allocation of the consideration transferred in certain cases may be subject to revision based on the final determination of fair values during the measurement period, which may be up to one year from the acquisition date. The Company includes the results of operations of the business that it has acquired in its consolidated results prospectively from the date of acquisition. Fair Value of Consideration Transferred The following table summarizes the allocation of purchase price to the fair values of the assets acquired and liabilities assumed as of the transaction date: SUMMARY OF ASSETS ACQUIRED AND LIABILITIES ASSUMED (in thousands) (in thousands) Fair value of 8.8 * 11,172 Cash payment 1,115 Total consideration transferred $ 12,287 * Fair value of the consideration is based on the company’s market share price. Total assets acquired: Cash and cash equivalents $ 8 Restricted Cash 152 Accounts Receivable 228 Inventory 34 Other assets 25 Property, plants and equipment, net 482 Kyslecel Technology (a) (a) 9,340 IPR&D (a) 641 Operating lease right-of-use assets 238 Goodwill (b) 3,704 Total assets 14,852 Total liabilities assumed: Operating leases 238 Accounts Payable 216 Accrued Expenses 4 Orgenesis Inc loan 651 Deferred taxes 1,293 Notes Payable 162 Other liabilities 1 Total liabilities 2,565 Total consideration transferred $ 12,287 a. The allocation of the purchase price to the net assets acquired and liabilities assumed resulted in the recognition of other intangible assets which comprised of: Kyslecel Technology of $ 9,340 641 15 These intangible assets were estimated using a discounted cash flow method with the application of the multi-period excess earnings method. Under this method, an intangible asset’s fair value is equal to the present value of the incremental after-tax cash flows attributable only to the subject intangible asset after deducting contributory asset charges. An income and expenses forecast were built based upon revenue and expense estimates. b. The primary items that generate goodwill include the value of the synergies between the acquired company and the Company and the acquired assembled workforce, neither of which qualifies for recognition as an intangible asset. The Goodwill is not deductible for tax purposes. Pro forma Impact of Business Combination The unaudited pro forma financial results have been prepared using the acquisition method of accounting and are based on the historical financial information of the Company and Koligo. The unaudited pro forma condensed financial results have been prepared for illustrative purposes only and do not purport to be indicative of the results of operations that actually would have resulted had the acquisition of Koligo occurred at the beginning of the fiscal year, or of future results of the combined entities. The unaudited pro forma condensed financial information does not reflect any operating efficiencies and expected realization of cost savings or synergies associated with the acquisition. Unaudited supplemental pro forma combined results of operations (in thousands): SCHEDULE OF UNAUDITED SUPPLEMENTAL PRO FORMA 2020 2019 Year ended December 31, 2020 2019 Revenues $ 8,239 $ 4,398 Net loss $ 318 $ 27,263 Loss per share: Basic $ 0.05 $ 1.91 Koligo’s related actual results from the date of acquisition to December 31, 2020 resulted in a loss of $ 513 Koligo’s Acquisition-related Costs Acquisition-related expenses consist of transaction costs which represent external costs directly related to the acquisition of Koligo and primarily include expenditures for professional fees such as legal, accounting and other directly related incremental costs incurred to close the acquisition by both the Company and Koligo. Acquisition-related expenses for the year ended December 31, 2020 were $ 682 Cooperate reorganization, description of the Transactions Korea and OBI during 2019 On August 7, 2019, the Company, Masthercell Global and GPP-II Masthercell, LLC, a Delaware limited liability company (“GPP-II”), (the “Parties”) entered into a Transfer Agreement (the “Transfer Agreement”). As a result of the Transfer Agreement, Masthercell Global transferred all of its equity interests of OBI and the Korean Subsidiary to Orgenesis Inc in exchange for one dollar ($ 1.00

PROPERTY, PLANTS AND EQUIPMENT

PROPERTY, PLANTS AND EQUIPMENT	12 Months Ended
	Dec. 31, 2020
Property, Plant and Equipment [Abstract]
PROPERTY, PLANTS AND EQUIPMENT	NOTE 5 – PROPERTY, PLANTS AND EQUIPMENT The following table represents the components of property, plants and equipment: SCHEDULE OF COMPONENTS OF PROPERTY, PLANTS AND EQUIPMENT December 31, 2020 2019 (in thousands) Cost: Production facility $ 2,801 $ 2,481 Office furniture and computers 697 606 Lab equipment 1,483 656 Advance payment 281 - Subtotal 5,262 3,743 Less – accumulated depreciation (2,189 ) (1,438 ) Total $ 3,073 $ 2,305 Depreciation expense for the years ended December 31, 2020 and December 31, 2019 were $ 705 634 Property, plants and equipment, net by geographical location were as follows: SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT BY GEOGRAPHICAL LOCATION December 31, 2020 2019 (in thousands) Belgium $ 358 $ - Korea 839 983 Israel 1,386 1,322 U.S. 490 - Total $ 3,073 $ 2,305

INTANGIBLE ASSETS AND GOODWILL

INTANGIBLE ASSETS AND GOODWILL	12 Months Ended
	Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSETS AND GOODWILL	NOTE 6 – INTANGIBLE ASSETS AND GOODWILL Changes in the carrying amount of the Company’s goodwill for the years ended December 31, 2020 and 2019 are as follows: SCHEDULE OF GOODWILL (in thousands) Goodwill as of December 31, 2018 $ 4,942 Goodwill as acquired, (Koligo) see note 4 - Translation differences (130 ) Goodwill as of December 31, 2019 $ 4,812 Goodwill as of December 31, 2019 $ 4,812 Goodwill as acquired, (Koligo) see note 4 3,704 Translation differences 229 Goodwill as of December 31, 2020 $ 8,745 Goodwill Impairment See Note 2(m) for the Company’s goodwill impairment analysis. Other Intangible Assets Other intangible assets consisted of the following: SCHEDULE OF OTHER INTANGIBLE ASSETS December 31, 2020 2019 (in thousands) Gross Carrying Amount: Know How $ 3,170 $ 2,991 Customer relationships 886 895 Kyslecel Technology 9,340 - IPR&D 641 - Subtotal 14,037 3,886 Less – Accumulated amortization (1,014 ) (538 ) Net carrying amount of other intangible assets $ 13,023 $ 3,348 Intangible assets amortization expenses were approximately $ 478 thousand and $ 430 Estimated aggregate amortization expenses for the five succeeding years ending on December 31 st SCHEDULE OF ESTIMATED AGGREGATE AMORTIZATION EXPENSES 2021 2022 to 2025 (in thousands) Amortization expenses $ 965 $ 3,910

CONVERTIBLE LOANS

CONVERTIBLE LOANS	12 Months Ended
	Dec. 31, 2020
Debt Disclosure [Abstract]
CONVERTIBLE LOANS	NOTE 7 – CONVERTIBLE LOANS SCHEDULE OF LONG TERM CONVERTIBLE LOANS a. Long term convertible loans outstanding as of December 31, 2020 and December 31, 2019 are as follows: Principal Amount Issuance Year Interest Rate Maturity Period Exercise Price BCF (in thousands) (Years) Convertible Loans Outstanding as of December 31, 2020 $ 1,000 2018 2 % 3 7.00 (1) 71 9,500 2019 6 8 % 2 5 7.00 (2) - 250 2020 8 % 2 7.00 (3) - $ 10,750 Convertible Loans Outstanding as of December 31, 2019 $ 1,500 2018 2 % 3 7.00 (1) 124 11,400 2019 6 8 % 2 5 7.00 (2) - $ 12,900 Convertible Loans repaid during the year ended December 31, 2020 Principal Amount Issuance Year Interest Rate Maturity Period Exercise Price BCF 500 2018 2 % 0.87 $ 7 53 500 2019 6 % 0.28 7 - 1,400 2019 8 % 0.76 7 - 2,400 Apart from the items mentioned below there were no repayments of convertible loans during the fiscal years ended December 31, 2019 and December 31, 2020. In addition, there were no conversions during the fiscal years ended December 31, 2019 and December 31, 2020. (1) The holders, at their option, may convert the outstanding principal amount and accrued interest under this note into a total of 148,838 148,838 three-year 148,838 7 In the initial two years, the holders have the right to convert the outstanding principal amount and accrued interest into shares of capital stock of Hemogenyx-Cell or Immugenyx, LLC according under the relevant note agreement, subsidiaries of Hemogenyx Pharmaceuticals Plc, at a price per share based on a pre-money valuation of Hemogenyx-Cell or Immugenyx, LLC of $ 12 8 (2) The holders, at their option, may convert the outstanding principal amount and accrued interest under this note into a total of 1,443,734 1,053,503 three-year 1,053,503 7 2,500 (3) The holders, at their option, may convert the outstanding principal amount and accrued interest under this note into a total of 38,559 7 b. During April 2019, the Company entered into a convertible loan agreement with an offshore investor for an aggregate amount of $ 500 three-year 7.00 50 c. During May 2019, the Company entered into a private placement subscription agreement with an investor for $ 5 7.00 7.00 The transaction costs were approximately $ 497 97 d. In May 2019, the Company had agreed to enter into a 6 5 7.00 7.00 e. In June 2019, the Company entered into private placement subscription agreements with investors for an aggregate amount of $ 2 7.00 7.00 f. During October 2019, the Company entered into a Private Placement Subscription Agreement and Convertible Credit Line Agreement (collectively, the “Credit Line Agreements”) with four non-U.S. investors (the “Lenders”), pursuant to which the Lenders furnished to the Company access to an aggregate $ 5 1.25 1 250 1 250 5 1.25 Pursuant to the terms of the Credit Line Agreements and the Notes, the total loan amount, and all accrued but unpaid interest thereon, shall become due and payable on the second anniversary of the Effective Date (the “Maturity Date”). The Maturity Date may be extended by each Lender in its sole discretion and shall be in writing signed by the Company and the Lender. Interest on any amount that has been drawn down under the Credit Line accrues at a per annum rate of eight percent ( 8 0.0001 7.00 Furthermore, upon the drawdown of $ 500 2 50,000 7.00 3 145 370 The lender shall be entitled, at any time prior to or no later than the maturity date, to convert the outstanding amount, into units of shares of common stock of the Company at a conversion price per share equal to $ 7.00 As at December 31, 2019, the Company had received $ 3.65 million from the Convertible Credit Line investment comprised of $ 1.15 million from one investor, $ 1 million from a second investor, and $ 750 thousand from two of the other lenders. The transaction costs were approximately $ 145 thousand. During the year ended December 2020 the company repaid principal amount of $ 2,400 372 g. In December 2019, the Company entered into private placement subscription agreements with investors for an aggregate amount of $ 250 7.00 183,481 7.00 124 h. On January 2, 2020, the Company entered into private placement subscription agreements with investors for an aggregate amount of $ 250 7.00 151,428 7.00 i. In December 2018, the Company entered into a Controlled Equity Offering Sales Agreement, or Sales Agreement, with Cantor Fitzgerald & Co., or Cantor, pursuant to which the Company may offer and sell, from time to time through Cantor, shares of its common stock having an aggregate offering price of up to $ 25.0 3.0 j. On November 2, 2016, the Company entered into unsecured convertible note agreements with accredited or offshore investors for an aggregate amount of NIS 1 280 2 May 1, 2017 In March 2018, the investor submitted a notice of its intention to convert into shares of the Company’s common stock the principal amount and accrued interest of approximately $ 383 0.52 107,985

LOANS

LOANS	12 Months Ended
	Dec. 31, 2020
Loans
LOANS	NOTE 8 – LOANS Terms of Short-term Loans SCHEDULE OF LOANS December 31, Currency Interest Rate 2020 2019 (in thousands) Short term loans KRW 3.61 % $ - $ 260 Short term loans KRW 6.00 % - 131 Short term loans USD 1.00 % 145 - $ 145 $ 391

LEASES

LEASES	12 Months Ended
	Dec. 31, 2020
Leases [Abstract]
LEASES	NOTE 9 – LEASES The Company leases research and development facilities, equipment and offices under finance and operating leases. For leases with terms greater than 12 months, the Company record the related asset and obligation at the present value of lease payments over the term. Many of the leases include rental escalation clauses, renewal options and/or termination options that are factored into the determination of lease payments when appropriate. The Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company estimated the incremental borrowing rate to discount the lease payments based on information available at lease commencement. Manufacturing facilities The Company leases space for its manufacturing facilities in Israel under operating lease agreements. The leasing contracts are for a period of 3 5 Research and Development facilities The Company leases space for its research and development facilities in South Korea under an operating lease agreement. The leasing contracts are for a period of 2 5 Offices The Company leases space for offices in Israel under operating leases. The leasing contracts are valid for terms of 5 Lease Position The table below presents the lease-related assets and liabilities recorded on the balance sheet. SCHEDULE OF LEASE-RELATED ASSETS AND LIABILITIES December 31, 2020 Assets Operating Leases Operating lease right-of-use assets $ 1,474 Finance Leases Property, plants and equipment, gross 99 Accumulated depreciation (17 ) Property and equipment, net $ 82 Liabilities Current liabilities Current maturities of operating leases $ 485 Current maturities of long-term finance leases $ 19 Long-term liabilities Non-current operating leases $ 1,020 Long-term finance leases $ 64 Weighted Average Remaining Lease Term Operating leases 3.4 Finance leases 4.2 Weighted Average Discount Rate Operating leases 6.7 % Finance leases 2.0 % Lease Costs The table below presents certain information related to lease costs and finance and operating leases during the year ended December 31, 2020. SCHEDULE OF LEASE COSTS Year ended December 31, 2020 Operating lease cost: $ 547 Finance lease cost: Amortization of leased assets 17 Interest on lease liabilities 3 Total finance lease cost $ 20 The table below presents supplemental cash flow information related to leases during the year ended December 31, 2020: SCHEDULE OF SUPPLEMENTAL CASHFLOW INFORMATION Year ended December 30, 2020 (in Thousands) Cash paid for amounts included in the measurement of leases liabilities: Operating leases $ 515 Finance leases $ 42 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 967 Finance leases 366 Undiscounted Cash Flows The table below reconciles the undiscounted cash flows for each of the first five years and total of the remaining years to the finance lease liabilities and operating lease liabilities recorded on the balance sheet. SCHEDULE OF FINANCE LEASE LIABILITIES AND OPERATING LEASE LIABILITIES Operating Leases Finance Year ended December 31, 2021 $ 526 $ 20 2022 528 20 2023 342 20 2024 188 20 2025 59 4 Total minimum lease payments 1,643 84 Less: amount of lease payments representing interest (138 ) (1 ) Present value of future minimum lease payments 1,505 83 Less: Current leases obligations (485 ) (19 ) Long-term leases obligations $ 1,020 $ 64 Right-of-use assets by geographical location were as follows: SCHEDULE OF RIGHT-OF-USE ASSETS BY GEOGRAPHICAL LOCATION December 31, 2020 2019 (in thousands) Korea $ 683 $ 145 Israel 496 580 U.S. 295 - Total $ 1,474 $ 725

COMMITMENTS

COMMITMENTS	12 Months Ended
	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS	NOTE 10 – COMMITMENTS See Note 11 for additional commitments for funding of the ventures of the company. a. Maryland Technology Development Corporation On June 30, 2014, the Company’s U.S. Subsidiary entered into a grant agreement with Maryland Technology Development Corporation (“TEDCO”). TEDCO was created by the Maryland State Legislature in 1998 to facilitate the transfer and commercialization of technology from Maryland’s research universities and federal labs into the marketplace and to assist in the creation and growth of technology-based businesses in all regions of the State. Under the agreement, TEDCO paid to the U.S Subsidiary an amount of $ 406 b. Department De La Gestion Financiere Direction De L’analyse Financiere (“DGO6”) (1) On November 17, 2014, the Belgian Subsidiary, received the formal approval from the DGO6 for a Euro 2 2.4 1,085 70 930 60 1,209 1.8 1.2 118 96 106 (2) In April 2016, the Belgian Subsidiary received the formal approval from DGO6 for a Euro 1.3 million ($ 1.5 million) support program for the development of a potential cure for Type 1 Diabetes. The financial support was awarded to the Belgium Subsidiary as a recoverable advance payment at 55 % of budgeted costs, or for a total of Euro 717 thousand ($ 800 thousand). The grant will be paid over the project period. The Belgian Subsidiary received advance payment of Euro 438 thousand ($ 537 thousand). Up through December 31, 2020, an amount of Euro 358 thousand ($ 437 thousand) was recorded as deduction of research and development expenses and an amount of Euro 80 thousand was recorded as advance payments on account of grant. (3) On October 8, 2016, the Belgian Subsidiary received the formal approval from the DGO6 for a Euro 12.3 12.8 55 6.8 7 1.7 2 1.7 53 (4) In December 2020, the Belgian Subsidiary received the formal approval from DGO6 for a Euro 2.9 3.5 60 1.7 2.1 301 366 c. Israel-U.S. Binational Industrial Research and Development Foundation (“BIRD”) On September 9, 2015, the Israeli Subsidiary entered into a pharma Cooperation and Project Funding Agreement (CPFA) with BIRD and Pall Corporation, a U.S. company. BIRD awarded a conditional grant of $ 400 5 299 d. Korea-Israel Industrial Research and Development Foundation (“KORIL”) On May 26, 2016, the Israeli Subsidiary and the Korean Subsidiary entered into a pharma Cooperation and Project Funding Agreement (CPFA) with KORIL. KORIL will give a conditional grant of up to $ 400 2.5 440 e. BIRD Secant On July 30, 2018, Orgenesis Inc and OBI entered into a collaboration agreement with Secant Group LLC (“Secant”). Under the agreement, Secant will engineer and prototype 3D scaffolds based on novel biomaterials and technologies involving bioresorbable polymer microparticles, while OBI will provide expertise in cell coatings, cell production, process development and support services. Under the agreement, Orgenesis is authorized to utilize the jointly developed technology for its autologous cell therapy platform, including its Autologous Insulin Producing (“AIP”) cell technology for patients with Type 1 Diabetes, acute pancreatitis and other insulin deficient diseases. In the beginning of 2018, OBI entered into a Cooperation and Project Funding Agreement (CPFA) with BIRD and Secant. BIRD will give a conditional grant up to $ 450 As of December 31, 2020, OBI received a total amount of $ 425 28

COLLABORATION AND LICENSE AGREE

COLLABORATION AND LICENSE AGREEMENTS	12 Months Ended
	Dec. 31, 2020
Collaboration And License Agreements
COLLABORATION AND LICENSE AGREEMENTS	NOTE 11 – COLLABORATION AND LICENSE AGREEMENTS a. Adva Biotechnology Ltd. On January 28, 2018, the Company and Adva Biotechnology Ltd. (“Adva”), entered into a Master Services Agreement (“MSA”), under which the Company and/or its affiliates are to provide certain services relating to development of products to Adva, as may be agreed between the parties from time to time. Under the MSA, the Company undertook to provide Adva with in kind funding in the form of materials and services having an aggregate value of approximately $ 760 In consideration for and subject to the fulfillment by the Company of such in-kind funding commitment, Adva agreed that upon completion of the development of the products, the Company and/or its affiliates and Adva shall enter into a supply agreement pursuant to which for a period of eight (8) years following execution of such supply agreement, the Company and/or its affiliates (as applicable) is entitled (on a non-exclusive basis) to purchase the products from Adva at a specified discount pricing from their then standard pricing. The Company and/or its affiliates were also granted a non-exclusive worldwide right to distribute such products, directly or indirectly. The MSA shall remain in effect for 10 years unless earlier terminated in accordance with its terms. b. Tel Hashomer Medical Research, Infrastructure and Services Ltd (“THM”). On February 2, 2012, the Company’s Israeli Subsidiary entered into a licensing agreement with THM. According to the agreement, the Israeli Subsidiary was granted a worldwide, royalty bearing, exclusive license to trans-differentiation of cells to insulin producing cells, including the population of insulin producing cells, methods of making this population, and methods of using this population of cells for cell therapy or diabetes treatment developed by Dr. Sarah Ferber of THM. As consideration for the license, the Israeli Subsidiary will pay the following to THM: 1) A royalty of 3.5 2) 16 3) An annual license fee of $ 15 4) Milestone payments as follows: a. $ 50 b. $ 50 c. $ 150 d. $ 750 e. $ 2 150 As of December 31, 2020, the Israeli Subsidiary had not reached any of these milestones. In the event of closing of an acquisition of all of the issued and outstanding share capital of the Israeli Subsidiary and/or consolidation of the Israeli Subsidiary or the Company into or with another corporation (“Exit”), the THM shall be entitled to choose whether to receive from the Israeli Subsidiary a one-time payment based, as applicable, on the value of either 463,651 1,000 c. Hemogenyx Pharmaceuticals PLC. On October 18, 2018, the Company and Hemogenyx Pharmaceuticals PLC., a corporation with its registered office in the United Kingdom and Hemogenyx-Cell (“H-Cell”), a corporation with its registered office in Belgium (together “Hemo”), who are engaged in the development of cell replacement bone marrow therapy technology, entered into a Collaboration Agreement (the “Hemo Agreement”) pursuant to which the parties will collaborate in the funding, continued development, and commercialization of the Hemo technology via Hemo. Pursuant to the Hemo agreement the Company and Hemogenyx LLC (“Hemo-LLC”) (a wholly owned US subsidiary of Hemo) entered into a loan agreement on November 7, 2018 according to which the Company agreed to loan Hemo-LLC not less than $ 1 million by way of a convertible loan. On November 25, 2018 the Company and Hemo entered into a License and Distribution agreement according to which Company received the worldwide rights to market the products under the agreement in consideration for the payment of a 12 % royalty all subject to the terms of the agreement. On November 25, 2018, the Company and H-Cell signed an Exclusive Manufacturing agreement according to which the Company will receive the exclusive right to manufacture certain of H-Cell products. During 2018 and 2020 the Company advanced $ 0.75 million and $ 0.25 million, respectively, to Hemo as a convertible loan and the entire loan was charged to expenses under ASC 730-10-50 and 20-50 and presented as research and development costs. See Note 7. d. Immugenyx LLC. On October 16, 2018, the Company and Immugenyx LLC., a corporation with its registered office in the USA (“Immu”), who 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, continued development, and commercialization of the Immu technology. Pursuant to the agreement, the Company received the worldwide rights to market the products under the agreement in consideration for the payment of a 12 % royalty all subject to the terms of the agreement. Pursuant to the Immu agreement the Company and Immu entered into a loan agreement on November 7, 2018 according to which the Company agreed to loan Immu not less than US$ 1 Million by way of a convertible loan. During 2018 and 2020 the Company advanced $ 0.75 million and $ 0.25 million, respectively, to Immu as a convertible loan and the entire loan was charged to expenses under ASC 730-10-50 and 20-50 and presented as research and development e. BG Negev Technologies and Applications (“BGN”). On August 2, 2018, the Company’s U.S. Subsidiary entered into a licensing agreement with BGN. According to the agreement, the U.S. Subsidiary was granted a worldwide, royalty bearing, exclusive license to develop and commercialize a novel alginate scaffold technology for cell transplantation focused on autoimmune diseases. On November 25, 2018, the Company’s U.S. Subsidiary entered into a further licensing agreement with BGN. According to the agreement, the U.S. Subsidiary was granted a worldwide, royalty bearing, exclusive license to develop and commercialize technology directed to RAFT modification of polysaccharides and use of a bioreactor for supporting cell constructs. As consideration for the licenses, the U.S. Subsidiary will pay royalties of between 4 7 5 4 20 10,000 f. Collaboration Agreement with Tarus Therapeutics, Inc. On February 27, 2019, the Company and Tarus Therapeutics Inc., a Delaware corporation, (“Tarus”) entered into a Collaboration Agreement (the “Tarus Agreement”) for the collaboration in the funding, development and commercialization of certain technologies, products and patents of Tarus in the areas of therapeutics for cancer and other diseases in the field of cell therapies and their combination with checkpoint inhibitors comprised of Adenosine Receptor Antagonists. Under the terms of the Tarus Agreement and subject to final due diligence and approved financing of the Company, the Company and/or one or more qualified investors (the “Investors”) shall advance to Tarus a convertible loan in an amount of not less than $ 1,750 3,000 12,500 500 1,250 500 4 Apart from the above, there was no activity in the Tarus collaboration. g. Sponsored Research and Exclusive License Agreement with Columbia University Effective April 2, 2019, the Company and The Trustees of Columbia University in the City of New York, a New York corporation, (“Columbia”) entered into a Sponsored Research Agreement (the “SRA”) whereby the Company will provide financial support for studying the utility of serological tumor marker for tumor dynamics monitoring. Under the terms of the SRA, the Company shall pay $ 300 900 150 Effective April 2, 2019, the Company and Columbia entered into an Exclusive License Agreement (the “Columbia License Agreement”) whereby Columbia granted to the Company an exclusive license to discover, develop, manufacture, sell, and otherwise distribute certain product in the field of cancer therapy. In consideration of the licenses granted under the Columbia License Agreement, the Company shall pay to Columbia (i) a royalty of 5 2.5 100 h. IRB Approval for Liver Cell Collection On April 29, 2019, the Company received Institutional Review Board (“IRB”) approval to collect liver biopsies from patients at Rambam Medical Center located in Haifa, Israel for a planned study to confirm the suitability of liver cells for personalized cell replacement therapy for patients with insulin-dependent diabetes resulting from total or partial pancreatectomy. The liver cells are intended to be bio-banked for potential future clinical use. The goal of the proposed study, entitled “Collection of Human Liver Biopsy and Whole Blood Samples from Type 1 Diabetes Mellitus (T1DM), Total or Partial Pancreatectomy Patients for Potential use as an Autologous Source for Insulin Producing Cells in Future Clinical Studies,” is to confirm the suitability of the liver cells for personalized cell replacement therapy, as well as eligibility of patients to participate in a future clinical study, as defined by successful AIP cell production from their own liver biopsy. The secondary objective of the study is to evaluate patients’ immune response to AIPs based on the patient’s blood samples and followed by subcutaneous implantation into the patients’ arm which would represent the first human trial. The Company has developed a novel technology based on technology licensed from Tel Hashomer Medical Research Infrastructure and Services Ltd., utilizing liver cells as a source for AIP cells as replacement therapy for islet transplantation. During the study, liver samples will be collected and then processed and stored in specialized, clinical grade, tissue banks for potential clinical use. The propagated cells will be maintained in a tissue bank and are intended to be utilized in a future clinical study, in which the cells will be transdifferentiated and administered back to the patients as a potential treatment. This personalized autologous process will be performed under our POC platform in which the patient liver samples are processed, cryopreserved and potentially re-injected, all in the medical center under clinical grade/GMP level conditions. In June 2019, the Company received additional Institutional Review Board (“IRB”) approval to collect liver biopsies from patients at a leading medical center in USA for a planned study to confirm the suitability of liver cells for personalized cell replacement therapy for patients with insulin-dependent diabetes resulting from total pancreatectomy (the granted Orphan Drug Designation indication). The liver cells are intended to be bio-banked at the New York Blood Center, NYC for potential future clinical use. In October 2019, a liver sample from the first recruited patient was collected and processed and stored at the New York Blood Center, NYC in specialized, clinical grade, tissue banks for potential clinical use. i. FDA Approval for Orphan Drug Designation for AIP Cells On June 11, 2019, the FDA granted Orphan Drug Designation for the Company’s AIP cells as a cell replacement therapy for the treatment of severe hypoglycemia-prone diabetes resulting from total pancreatectomy (“TP”) due to chronic pancreatitis. The incidence of diabetes following TP is 100 j. Regents of the University of California In December 2019, the Company and the Regents of the University of California (“University”) entered into a joint research agreement in the field of therapies and processing technologies according to an agreed upon work plan. According to the agreement, the Company will pay the University royalties of up to 5 20 k. Caerus Therapeutics Inc (a related party) In October 2019, the Company and Caerus Therapeutics (“Caerus”), a Virginia company, concluded a license agreement whereby Caerus granted the Company an exclusive license to all Caerus IP relating to Advance Chemeric Antigen Vectors for Targeting Tumors for the development and/or commercialization of certain licensed products. In consideration for the License granted to the Company under this Agreement, the Company shall pay Caerus feasibility fees (including the grant to purchase 70,000 5 18 200 51 l. Extracellular Vesicle (“EV”) Technology License During the third quarter of 2020, the Company purchased the IP and related EV technology from a service provider (the “Service Provider”) pursuant to an EV agreement (the “EV agreement”). According to the EV agreement, the Service Provider sold to the Company all of its rights in the EV technology that it had produced, in the amount of $500 thousand, to be paid in installments over the next 12 months from September 2020. The $ 500 m. Tamir Biotechnology acquisition Included in the purchased assets of the Tamir Biotechnology Inc acquisition (See Note 4) was the assumption by the Company of a worldwide license to a private company of certain Tamir technologies in the field of treatment, amelioration, mitigation or prevention of diseases or conditions of the eye and its adnexa in return for certain development and sales milestone payments to be paid to Tamir. This license fee and the right to receive future milestone payments (of up to $ 11 35 10 n. Tissue Genesis, LLC (“Tissue Genesis”) Included in the Koligo acquisition (See Note 4) were the assets of Tissue Genesis. The Company is committed to paying the previous owners of Tissue Genesis up to $ 500 4 o. Joint venture agreements Additionally, the Company has entered into joint venture agreements (“JVAs”) with its joint venture partners (Company and partner are referred to as “parties”) to facilitate the collaboration in the field of CGT development and development of the Company’s worldwide POCare network. The provisos and the table below summarize the major agreements. CGT and POCare activities covered by the JVAs include the development, marketing, clinical development, and commercialization of the Company’s and / or partner’s products within defined territories. The extent of the collaboration is set out in each agreement. Unless otherwise stated in the table below the JVAs include the following provisos (“Provisos”): 1. The incorporation of a joint venture entity (“JVE”) in which the Company will hold between 49 50 2. The partner will manage the joint venture activities until the JVE is incorporated. 3. The JVE will be managed by a steering committee consisting of 3 members which will act as the entity’s board of directors. The Company is entitled to appoint 1 member, the partner is entitled to appoint 1 member, and Company and partner will jointly appoint the third member. 4. The Company has the right to exercise a call option to acquire the partner’s share in the JVE based on the occurrence of certain events and according to an agreed upon mechanism. 5. The funding of the parties’ investment in the joint venture share may be made in the form of cash investment and / or in-kind services. The Company’s cash investment may be in the form of additional shares, a convertible loan, and/or procured services. 6. Each of the parties may agree to provide additional funding to the JVE to cover the operation costs and such additional funding may be in the form of in-kind contributions. The Company’s investments may be made in the form of a cash investment for additional shares, a convertible loan, and/or procured services. Procured services refer to certain services that the Company has engaged the partner or the JVE to provide the Company with, in support of Company’s activity. All results of these procured services shall be owned by Company. 7. As appropriate, the parties will grant to the JVE an exclusive or nonexclusive, sublicensable, royalty-bearing, right and license to the relevant party’s background IP as required solely to manufacture, distribute and market and sell the party’s products within the territory. Each party shall receive royalties in an amount of ten percent ( 10 8. Once the JVE is profitable, the Company will be entitled (in addition to any of its rights as the holder of the JVE) to an additional share of fifteen percent ( 15 Name of party (and country of origin) Territory Notes Theracell Advanced Biotechnology Greece, Turkey, Cyprus, Israel and Balkans (1) Broaden Bioscience and Technology Corp Certain projects in China and the Middle East Mircod LLC (US) Russia (2) Image Securities FZC (UAE) (a related party) India Cure Therapeutics Korea and Japan Kidney Cure Ltd Worldwide (3) Sescom Ltd Worldwide (4) Educell D.O.O (Slovenia) Croatia, Serbia and Slovenia Med Centre for Gene and Cell Therapy FZ-LLC (UAE) UAE Mida Biotech B.V. (Netherlands) Netherlands, Lithuania, Spain, Switzerland, Germany, Belgium or any other countries within West Europe (5) First Choice International Company, Inc Panama and certain other Latin American countries (6) KinerjaPay Corp Singapore (7) SBH Sciences Inc Worldwide (8) HekaBio KK Japan (9) (1) The Theracell JVE was incorporated in Greece under the name of Theracell Laboratories Ltd. (See Note 12). (2) Under the Mircod JVA, provisos 7 and 8 do not apply. Subject to payment by the Company ORGS of the contribution amount, the JVA will grant Company an exclusive, perpetual, irrevocable, royalty free and fully paid up and sublicensable license to use the Project IP for research and development and for the manufacturing, processing, supplying, and use of products based on point of care manufacturing and/or processing of treatments for patients and for use in hospitals, medical centers and academic institution settings solely outside the territory. The parties also, following proviso 6, concluded a convertible loan agreement pursuant to which Company shall lend Mircod up to $ 5 6 (3) Pursuant to the Kidney Cure JVA, the parties will collaborate in the (i) implementation of a point-of-care strategy; (ii) assessment of the options for development and manufacture of various cell-based types (including kidney derived cells, MSC cells, exosomes, gene therapies) development; and (iii) development of protocols and tests for kidney therapies (the “Project”). Provisos 7 and 8 do not apply to the Kidney Cure JVA. The Kidney Cure JVE was incorporated in Switzerland under the name of Butterfly Biosciences Sarl (See Note 12). (4) Under the Sescom JVA, the parties will collaborate in the field of the assessment of relevant tools and technologies to be used in the Company’s information security system (the “ISS”); (ii) the implementation of the ISS within the Company and in the Company’s point-of-care network; and (iii) the operation and maintenance of the ISS. Provisos 7 and 8 do not apply to this JVA. Company has agreed to provide the Sescom JVE with: (a) a non-exclusive, not transferable and non-sublicensable worldwide royalty-free license to use its background IP to the extent required for carrying out certain activities by the Sescom JVE; and (b) access to its point-of-care network and relevant data to be used for the certain activities. (5) Under the Mida JVA, commencing January 1, 2022 and thereafter Mida shall have the right to sell to Company its then issued and outstanding shares in the JVA, and if the JVA was not yet set up, its assets, contracts and liabilities relating to the project, for a consideration to be agreed between the parties in good faith, provided that such consideration is not lower than $ 500 (6) Under the First Choice JVA, each party shall, subject to fulfilment of the party’s JVA, grant the Panama JV Entity an exclusive license to certain intellectual property of the part to develop and commercialize the party’s products in the territory, subject to minimum sales obligations. In consideration of such license, the Panama JV shall pay the relevant part royalties at the rate of 15% of the Panama JVE net sales of party’s products sold in the territory. (7) No activities have taken place since the JVA was signed. According to the JVA, Company was eligible to receive 51 10 (8) Pursuant to the SBH JVA the parties will collaborate in the field of gene and cell therapy development, process and services of bio-exosome therapy products and services in the areas of diabetes, liver cells and skin applications, including wound healing. The SBH JVE has not yet been incorporated. According to the JVA, the board of directors of the SBH JVE shall be comprised of three directors with one appointed by SBH and two appointed by the Company. All intellectual property conceived or developed resulting from the business of the SBH JV Entity, that is not SBH’s or the Company’s background intellectual property, shall be owned exclusively by the SBH JV Entity, although the Company shall be granted the right to exclusively license any intellectual property arriving from the development activities of the SBH JV Entity, or exclusively distribute products based thereon. Provisos 7 and 8 do not apply to the SBH JVA. During the third quarter of 2019, the Company transferred $ 50 (9) During the third quarter of 2020, the Company and HB agreed to terminate the license agreement. As of December 31, 2020, no activity had begun in the said JV and no investments were made therein.

INVESTMENTS IN ASSOCIATES, NET

INVESTMENTS IN ASSOCIATES, NET	12 Months Ended
	Dec. 31, 2020
Investments in and Advances to Affiliates [Abstract]
INVESTMENTS IN ASSOCIATES, NET	NOTE 12 – INVESTMENTS IN ASSOCIATES, NET a. Theracell Laboratories Private Company During October 2020, the Company and Theracell, pursuant to the Greek JVA (See Note 11) incorporated the Greek JVA entity known as Theracell Laboratories Private Company (“TLABS”). The Theracell Project activities will be run through TLABS. The Company and Theracell each hold a 50 b. Butterfly Biosciences Sarl During October 2020, the Company and Kidney Cure, pursuant to the Kidney Cure JVA (See Note 11) incorporated the KC JV Entity known as Butterfly Biosciences Sarl (“BB”) in Switzerland. BB will be involved in the (i) implementation of a point-of-care strategy; (ii) assessment of the options for development and manufacture of various cell-based types (including kidney derived cells, MSC cells, exosomes, gene therapies) development; and (iii) development of protocols and tests for kidney therapies (the “BB Project”). The Company holds a 49 51 c. The table below sets forth a summary of the changes in the investments for the year ended December 31, 2020: SCHEDULE OF CHANGES IN INVESTMENTS December 30, 2020 (In thousands) Opening balance $ - Investments during the period 69 Share in net income of associated companies 106 Ending balance $ 175

EQUITY

EQUITY	12 Months Ended
	Dec. 31, 2020
Equity [Abstract]
EQUITY	NOTE 13 – EQUITY a. Financings 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 4.20 1,000,000 5.50 exercisable between June 2021 and January 2023. 9.24 0.8 b. Tamir Biotechnology, Inc. For the acquisition of Tamir, see Note 4. As aggregate consideration for the acquisition, the Company paid $ 2.5 3,400,000 20.2 59 340,000 5.26 c. Koligo Therapeutics Inc. For the acquisition of Koligo, see Note 4. Pursuant to the terms of the Merger Agreement, at the Effective Time, the shares of capital stock of Koligo that were issued and outstanding immediately prior to the Effective Time were automatically cancelled and converted into the right to receive, subject to customary adjustments, an aggregate of 2,063,713 shares of Company common stock which have been issued to Koligo’s accredited investors (with certain non-accredited investors being paid solely in cash in the amount of approximately $ 20 thousand). In addition, we issued 66,910 in connection with the Merger. d. Warrants A summary of the Company’s warrants granted to investors and as finder’s fees as of December 31, 2020, and December 31, 2019 and changes for the periods then ended is presented below: SCHEDULE OF WARRANTS ACTIVITY December 31, 2020 2019 Number of Warrants Weighted Average Exercise Price $ Number of Warrants Weighted Average Exercise Price $ Warrants beginning of the period 6,010,087 6.35 6,286,351 6.29 Changes during the period: Issued 1,344,606 5.64 471,980 6.95 Expired (284,452 ) 6.53 (748,244 ) 6.24 Warrants * 7,070,241 6.20 6,010,087 6.35 * As of December 31, 2020 and December 31, 2019, there are no warrants that are subject to exercise price adjustments. e. Treasury shares A summary of the Company’s treasury shares purchased as of December 31, 2020 and changes for the period then ended is presented below: S CHEDULE OF TREASURY SHARES December 31, 2020 Number of Treasury Shares Weighted Average Price Paid $ Treasury Shares at the beginning of the period - - Changes during the period: Purchased 55,309 4.47 Shares at end of the period 53,309 4.47

INCOME (LOSS) PER SHARE

INCOME (LOSS) PER SHARE	12 Months Ended
	Dec. 31, 2020
Loss (income) per share:
INCOME (LOSS) PER SHARE	NOTE 14 – INCOME (LOSS) PER SHARE The following table sets forth the calculation of basic and diluted loss per share for the periods indicated: SCHEDULE OF BASIC AND DILUTED LOSS PER SHARE 2020 2019 Year ended December 31, 2020 2019 (in thousands, except per share data) Basic and diluted: Net loss from continuing operations attributable to Orgenesis Inc. $ 95,088 $ 22,490 Net (income) loss from discontinued operations attributable to Orgenesis Inc. for loss per share (96,198 ) 1,631 Adjustment of redeemable non-controlling interest to redemption amount (5,160 ) 4,095 Basic: Net income (loss) available to common stockholders (101,358 ) 5,726 Net (income) loss attributable to Orgenesis Inc. for loss per share (6,270 ) 28,216 Weighted average number of common shares outstanding 21,320,314 15,907,995 Loss per common share from continuing operations $ 4.46 $ 1.41 Net (income) loss common share from discontinued operations $ (4.75 ) $ 0.36 Net (income) loss per share $ (0.29 ) $ 1.77 For the year ended December 31, 2020, and December 31, 2019, all outstanding convertible notes, options and warrants have been excluded from the calculation of the diluted net loss per share since their effect was anti-dilutive. Diluted loss per share does not include 10,212,789 1,630,857

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION	12 Months Ended
	Dec. 31, 2020
Share-based Payment Arrangement [Abstract]
STOCK-BASED COMPENSATION	NOTE 15 – STOCK-BASED COMPENSATION a. Global Share Incentive Plan On May 11, 2017, the annual meeting of the Company’s stockholders approved the 2017 Equity Incentive Plan (the “2017 Plan”) under which, the Company had reserved a pool of 1,750,000 10 1,750,000 3,000,000 1,362,133 1,724,966 On May 23, 2012, the Company’s board of directors adopted the Global Share Incentive Plan 2012 (the “2012 Plan”) under which, the Company had reserved a pool of 1,000,000 10 1,183,182 248,024 b. Options Granted to Employees and Directors Below is a table summarizing all of the options grants to employees and Directors made during the years ended December 31, 2020, and December 31, 2019: SCHEDULE OF EMPLOYEE STOCK OWNERSHIP PLAN DISCLOSURES Year Ended No. of options Exercise price Vesting period Fair value at grant (in thousands) Expiration Employees December 31, 2020 531,450 $ 2.99 6.84 Quarterly over a period of two years $ 1,312 10 Directors December 31, 2020 145,050 $ 2.99 4.7 96 and the remaining 4 % in three equal instalments on the first, second and third year anniversaries $ 377 10 Employees December 31, 2019 94,500 $ 3.14 5.07 Quarterly over a period of two years $ 322 10 Directors December 31, 2019 50,000 $ 2.99 One-year $ 103 10 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 past periods based on expected term. The expected option term is calculated using the simplified method , The fair value of each option grant is based on the following assumptions: SCHEDULE OF STOCK OPTIONS, VALUATION ASSUMPTIONS Year Ended December 31, 2020 2019 Value of one common share $ 2.99 6.84 $ 2.99 5.07 Dividend yield 0 % 0 % Expected stock price volatility 80 86 % 83 88 % Risk free interest rate 0.36 1.71 % 1.45 2.47 % Expected term (years) 5.50 6.00 5.38 5.56 A summary of the Company’s stock options granted to employees and directors as of December 31, 2020 and December 31, 2019 is presented below: SCHEDULE OF STOCK OPTIONS ACTIVITY Year Ended December 31 2020 2019 Number of Options Weighted Average Exercise Price $ Number of Options Weighted Average Exercise Price $ Options outstanding at the beginning of the period 2,465,522 4.44 2,376,427 4.51 Changes during the period: Granted 676,500 3.74 144,500 4.15 Exercised - - - - Expired (11,876 ) 7.88 (16,750 ) 6.01 Forfeited (57,042 ) 4.52 (38,655 ) 7.11 Cancelled (155,437 ) 8.38 - - Options outstanding at end of the period 2,917,667 4.05 2,465,522 4.44 Options exercisable at end of the period 2,299,937 4.03 2,112,567 4.21 The following table presents summary information concerning the options granted and exercisable to employees and directors outstanding as of December 31, 2020 (in thousands, except per share data): SCHEDULE OF STOCK OPTIONS EXERCISABLE Exercise Price $ Number of Outstanding Options Weighted Average Remaining Contractual Life Aggregate Intrinsic Value $ Number of Exercisable Options Aggregate Exercisable Options Value $ (in thousands) (in thousands) 0.0012 230,189 3.64 1,036 230,189 - 0.012 510,017 1.09 2,289 510,017 6 2.99 445,013 9.15 672 174,208 521 3.14 3,750 6.27 5 1,875 6 4.42 50,000 6.93 4 50,000 221 4.5 34,000 8.47 - 23,938 108 4.6 185,300 9.96 - - - 4.7 6,250 9.03 - - - 4.8 483,337 5.94 - 483,337 2,320 5.07 53,250 8.08 - 39,750 202 5.1 63,000 9.68 - 7,875 40 5.99 352,550 7.26 - 290,488 1,740 6 16,667 3.59 - 16,667 100 6.84 17,000 9.38 - 4,250 29 7.2 83,334 6.43 - 83,334 600 8.36 250,001 7.50 - 250,001 2,090 8.91 15,000 7.46 - 15,000 134 9 20,834 2.54 - 20,834 187 9.48 58,908 1.52 - 58,908 558 10.2 39,267 1.42 - 39,267 401 2,917,667 5.98 4,006 2,299,937 9,263 Costs incurred with respect to stock-based compensation for employees and directors for the years ended December 31, 2020 and December 31, 2019 were $ 1,470 thousand and $ 2,107 thousand, respectively, out of which $450 thousand and $360 thousand related to options granted to employees of Masthercell Global, respectively, and presented as part of net loss from discontinued operations in the consolidated statements of comprehensive loss. As of December 31, 2020, there was $ 1,594 thousands of unrecognized compensation costs related to non-vested employees and directors stock options, to be recorded over the next 2.02 years. c. Options Granted to Consultants and service providers Below is a table summarizing all the compensation granted to consultants and service providers during the years ended December 31, 2020 and December 31, 2019 and for the one-month period ended December 31, 2019: SCHEDULE OF STOCK OPTIONS GRANTED TO CONSULTANTS Vesting period Fair value at grant (in thousands) Non-employees 2020 62,500 $ 2.99 6.84 Quarterly over a period of two $ 209 10 Non-employees 2019 128,336 $ 3.14 7 Vest immediately- 5 $ 394 10 The fair value of options granted during 2020 and 2019 to consultants and service providers, was computed using the Black-Scholes model. 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 past periods based on the expected term period, the expected term is the contractual term of each grant. The underlying data used for computing the fair value of the options are as follows: SCHEDULE OF STOCK OPTIONS, VALUATION ASSUMPTIONS Year Ended December 31, 2020 2019 Value of one common share $ 2.99 6.84 $ 3.14 5.07 Dividend yield 0 % 0 % Expected stock price volatility 86 89 % 89 92 % Risk free interest rate 0.73 1.12 % 1.52 2.62 % Expected term (years) 10 10 A summary of the Company’s stock options granted to consultants and service providers as of December 31, 2020, and December 31, 2019 is presented below: SCHEDULE OF STOCK OPTIONS ACTIVITY Year Ended December 31, 2020 2019 Number of Options Weighted Average Exercise Price $ Number of Options Weighted Average Exercise Price $ Options outstanding at the 598,310 5.76 469,974 5.75 Changes during the year: Granted 62,500 3.97 128,336 5.65 Exercised (83,334 ) 3.60 - - Forfeited (8,335 ) 5.99 - - Cancelled (20,000 ) 5.30 - - Options outstanding at end of the year 549,141 5.89 598,310 5.76 Options exercisable at end of the year 450,972 6.28 539,515 5.88 The following table presents summary information concerning the options granted and exercisable to consultants and service providers outstanding as of December 31, 2020 (in thousands, except per share data): SCHEDULE OF STOCK OPTIONS EXERCISABLE Exercise Price $ Number of Outstanding Options Weighted Average Remaining Contractual Life Aggregate Intrinsic Value* $ Number of Exercisable Options Aggregate Exercisable Options Value $ (in thousands) (in thousands) 2.99 35,000 9.22 53 - - 3.14 15,000 8.91 20 - - 3.36 136,775 5.32 156 136,775 460 4.09 25,000 8.76 10 25,000 102 4.42 10,325 6.93 1 10,325 46 4.5 13,335 8.53 - - - 4.6 20,000 9.96 - - - 4.8 16,668 5.94 - 16,668 80 5.07 5,000 8.19 - 1,000 5 5.3 15,000 7.70 - 15,000 80 5.99 16,670 7.81 - 16,670 100 6 90,000 3.59 - 90,000 540 6.84 7,500 9.38 - - - 7 70,000 8.83 - 70,000 490 7.32 8,334 1.89 - 8,334 61 8.34 8,600 7.52 - 8,600 72 8.43 8,333 7.05 - 4,999 42 11.52 8,334 2.26 - 8,334 96 16.8 39,267 1.28 - 39,267 660 549,141 6.18 240 450,972 2,834 Costs incurred with respect to options granted to consultants and service providers for the years ended December 31, 2020 and December 31, 2019 were $ 113 330 231 4.58 d. 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. 1) 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 4.20 1,000,000 5.50 exercisable between June 2021 and January 2023. 9.2 0.8 1,911 2) On January 2, 2020, the Company entered into private placement subscription agreements with investors for an aggregate amount of $ 250 7.00 151,428 7.00 210 3) During the year ended December 31, 2020, the Company granted to several consultants 193,178 3.14 5.34 three years 378 350 179,428 4) During the year ended December 31, 2019, the Company granted to several consultants 88,499 4.3 7.00 155 97 57,142 5) In September 2019, the Company entered into an investor relation services, marketing and related services agreement. Under the terms of the agreement, the Company agreed to issue the consultant 40,174 shares of restricted common stock, of which the first 20,087 shares will be held in escrow by the Company until the six months anniversary of the agreement and 20,087 shares will be issued on the six months anniversary of the agreement to be held in escrow by the company until the one-year anniversary of the agreement. The fair value of the shares was $ 178 thousand using the fair value of the shares on the grant date. $ 96 and 82 thousand was recognized during the year ended December 31, 2020 and December 31, 2019, respectively. 6) In March 2019, the Company issued First Choice 525,000 2.6 7) In December 2018, the Company entered into an investor relation services, marketing and related services agreement. Under the terms of the agreement, the Company agreed to issue the consultant 10,000 2,500 7,500 10,000 51 37 8) In December 2018, the Company entered into a separate investor relations services, marketing and related services agreement. Under the terms of the agreement, the Company agreed to issue the consultant 40,000 6,667 33,333 40,000 200 163 9) During the year ended November 30, 2018, the Company granted to several consultants 78,782 6.24 15.41 three 350 10) In January 2018, the Company entered into a consulting agreement with a financial advisor for a period of one year. Under the terms of the agreement, the consultant was entitled to receive $ 60 19,000 three 6.24 171 62 6,629 three 6,629 6.24 88 11) In December 2017, the Company entered into investor relations services, marketing and related services agreements. Under the terms of the agreement, the Company agreed to grant the consultants a total of 195,000 50,000 145,000 1,439 12) During the twelve months ended December 31, 2020, the Company issued 270,174 30,000

TAXES

TAXES	12 Months Ended
	Dec. 31, 2020
Income Tax Disclosure [Abstract]
TAXES	NOTE 16 – TAXES a. Corporate taxation in the U.S. The corporate U.S. Federal Income tax rate applicable to the Company and its US subsidiaries is 21% As of December 31, 2020, the Company has an accumulated tax loss carryforward of approximately $ 18 million (as of December 31, 2019, approximately $ 34 million). For U.S. federal income tax purposes, net operating losses (“NOLs”) arising in tax years beginning after December 31, 2017, the Internal Revenue Code of 1986, as amended (the “Code”) limits the ability to utilize NOL carryforwards to 80% of taxable income in tax years beginning after December 31, 2020. In addition, utilization of the NOLs may be subject to substantial annual limitation under Section 382 of the Code due to an “ownership change” within the meaning of Section 382(g) of the Code. An ownership change, subjects pre-ownership change NOLs carryforwards to an annual limitation, which significantly restricts the ability to use them to offset taxable income in periods following the ownership change. In general, the annual use limitation equals the aggregate value of the Company’s stock at the time of the ownership change multiplied by a specified tax-exempt interest rate. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) was enacted into law. The CARES Act is aimed at providing emergency relief and health care for individuals and businesses affected by the COVID-19 pandemic. The CARES Act, among other things, includes provisions related to refundable payroll tax credits, deferral of the employer portion of social security payments, expanded net operating loss application, modifications to the net interest deduction limitations, and technical corrections to tax depreciation methods for qualified improvement property. The CARES act allowed the Company to utilize 100% of NOLs arising in tax years after December 31, 2017. The Company assess all other provisions of the CARES Act and notes no other material impact to the Company. b. Corporate taxation in Israel The Israeli Subsidiaries are taxed in accordance with Israeli tax laws. The corporate tax rate applicable to 2020 and 2019 are 23% As of December 31, 2020, the Israeli Subsidiaries has an accumulated tax loss carryforward of approximately $ 11 10 c. Corporate taxation in Belgium The Belgian Subsidiary are taxed according to Belgian tax laws. The corporate tax rates applicable to 2020, 2019 are 25% and 29.58%, respectively. As of December 31, 2020, the Belgian Subsidiary has an accumulated tax loss carryforward of approximately $ 8 million (€ 6 million), (as of December 31, 2019 $ 6 million). Under the Belgian tax laws there are limitation on accumulated tax loss carryforward deductions of Euro 1 million per year. d. Corporate taxation in Korea The basic Korean corporate tax rates are currently: 10% 20% 22% 25% 1% 2% 2.2% 2.5% As of December 31, 2020, the Korean subsidiary has an accumulated tax loss carryforward of approximately $ 4 million (KRW 3,813 million), (as of December 31, 2019, approximately $ 3 million). Under the Korean tax laws accumulated tax loss can be carry forwarded for 15 years. e. Deferred Taxes The following table presents summary of information concerning the Company’s deferred taxes as of the years ending December 31, 2019 and December 31, 2019 (in thousands): SCHEDULE OF DEFERRED TAX ASSETS 2020 2019 December 31, 2020 2019 (U.S. dollars in thousands) Net operating loss carry forwards $ 9,606 $ 14,033 Research and development expenses 1,684 1,358 Equity compensation 2,747 - Employee benefits 252 228 Leases asset 533 - Lease liability (324 ) - Intangible assets (2,863 ) (737 ) Other 297 (1 ) Less: Valuation allowance (11,932 ) (14,939 ) Net deferred tax liabilities $ - $ (58 ) Realization of deferred tax assets is contingent upon sufficient future taxable income during the period that deductible temporary differences and carry forwards losses are expected to be available to reduce taxable income. As the achievement of required future taxable income is not considered more likely than not achievable, the Company and all its subsidiaries except the Korean Subsidiary (previously CureCell) have recorded full valuation allowance. The changes in valuation allowance are comprised as follows: SCHEDULE OF VALUATION ALLOWANCE, ACTIVITY December 31, 2020 2019 (U.S dollars in thousands) Balance at the beginning of year $ (14,939 ) $ (10,254 ) Change during the year 3,007 (4,685 ) Balance at end of year $ (11,932 ) $ (14,939 ) f. Reconciliation of the Theoretical Tax Expense to Actual Tax Expense The main reconciling item between the statutory tax rate of the Company and the effective rate is the provision for valuation allowance with respect to tax benefits from carry forward tax losses. g. Uncertain Tax Provisions ASC Topic 740, “Income Taxes” requires significant judgment in determining what constitutes an individual tax position as well as assessing the outcome of each tax position. Changes in judgment as to recognition or measurement of tax positions can materially affect the estimate of the effective tax rate and consequently, affect the operating results of the Company. As of December 31, 2020, the Company has not accrued a provision for uncertain tax positions.

REVENUES

REVENUES	12 Months Ended
	Dec. 31, 2020
Revenue from Contract with Customer [Abstract]
REVENUES	NOTE 17 – REVENUES Disaggregation of Revenue The following table disaggregates the Company’s revenues by major revenue streams. SCHEDULE OF DISAGGREGATION OF REVENUE Year Ended December 31, 2020 2019 (in thousands) Revenue stream: POC and hospital services $ 6,068 $ 3,109 Cell process development services 1,584 790 Total $ 7,652 $ 3,899 POC development services are the result of agreements between Company and its partners (See Note 11). The Company provides certain services in support of the partners’ clinical activity. The Company has signed Master Services Agreements with joint venture partners in the aggregate amount of over $ 38 A breakdown of the revenues per customer what constituted at least 10% of revenues is as follows: SCHEDULE OF BREAKDOWN OF REVENUES PER CUSTOMER Year Ended December 31, 2020 2019 (in thousands) Revenue earned: Customer A $ 2,857 $ 1,420 Customer B 1,577 - Customer C – related party 1,475 1,270 Customer D 1,412 857 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: SCHEDULE OF ACTIVITY FOR TRADE RECEIVABLES Year Ended December 31, 2020 2019 (in thousands) Balance as of beginning of period $ 1,831 $ 129 Acquisition of Koligo 228 - Additions 6,997 2,079 Collections (5,982 ) (364 ) Exchange rate differences 11 (13 ) Balance as of end of period $ 3,085 $ 1,831 The activity for contract liabilities is comprised of: SCHEDULE OF ACTIVITY FOR CONTRACT LIABILITIES Year Ended December 31, 2020 2019 (in thousands) Balance as of beginning of period $ 325 $ 56 Additions 597 1,126 Realizations* (862 ) (854 ) Exchange rate differences (1 ) (3 ) Balance as of end of period $ 59 $ 325 * Out of which $ 325

COST OF RESEARCH AND DEVELOPMEN

COST OF RESEARCH AND DEVELOPMENT AND RESEARCH AND DEVELOPMENT SERVICES, NET	12 Months Ended
	Dec. 31, 2020
Research and Development [Abstract]
COST OF RESEARCH AND DEVELOPMENT AND RESEARCH AND DEVELOPMENT SERVICES, NET	NOTE 18 – COST OF RESEARCH AND DEVELOPMENT AND RESEARCH AND DEVELOPMENT SERVICES, NET SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSES Year Ended December 31, 2020 2019 (in thousands) Total expenses $ 84,182 $ 14,826 Less grants (196 ) (812 ) Total $ 83,986 $ 14,014

FINANCIAL EXPENSES, NET

FINANCIAL EXPENSES, NET	12 Months Ended
	Dec. 31, 2020
Financial Expenses Net
FINANCIAL EXPENSES, NET	NOTE 19 – FINANCIAL EXPENSES, NET SCHEDULE OF FINANCIAL EXPENSES 2020 2019 Year Ended December 31, 2020 2019 (in thousands) Increase in fair value of warrants and financial liabilities measured at fair value $ - $ 63 Interest expense on convertible loans 1,254 498 Foreign exchange loss, net 160 395 Other income (353 ) (113 ) Total $ 1,061 $ 843

RELATED PARTIES TRANSACTIONS

RELATED PARTIES TRANSACTIONS	12 Months Ended
	Dec. 31, 2020
Related Party Transactions [Abstract]
RELATED PARTIES TRANSACTIONS	NOTE 20 – RELATED PARTIES TRANSACTIONS a. Related Parties presented in the consolidated statements of comprehensive loss SCHEDULE OF RELATED PARTY TRANSACTIONS Year ended December 31, 2020 2019 (in thousands) Continuing operations: Stock-based compensation expenses to executive officers $ 221 $ 898 Stock-based compensation expenses to Board Members* $ 209 $ 414 Compensation of executive officers $ 1,321 $ 812 Management and consulting fees to Board Members $ 264 $ 233 Revenues from customer $ 1,475 $ 1,270 Cost of research and development and research and development services, net $ 4,772 $ - Financial income $ 169 $ 112 * Does not include $ 192 7.00 70,000 Year ended December 31, 2019 (in thousands) Discontinued operations: Stock-based compensation expenses to executive officers $ 76 Compensation of executive officers $ 685 b. Related Parties presented in the consolidated balance sheets SCHEDULE OF RELATED PARTIES PRESENTED IN CONSOLIDATED BALANCE SHEETS December 31, 2020 2019 (in thousands) Continuing operations: Executive officers’ payables $ 170 $ 1,251 Non-executive directors’ payable $ 13 $ 202 Loan to Related Party $ - $ 2,623 Accounts receivable, net $ 744 $ - Contract liabilities $ - $ 230

SIGNIFICANT ACCOUNTING POLICI_2

SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Use of Estimates in the Preparation of Financial Statements	a. Use of Estimates in the Preparation of Financial Statements The preparation of our consolidated financial statements in conformity with U.S. GAAP 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, the amount of revenues and expenses and determining whether an acquisition is a business combination or a purchase of asset. Actual results could differ from those estimates. 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 examined the impact of COVID-19 on 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.
Business Combination	b. Business Combination The Company allocates the purchase price of an acquired business to the tangible and intangible assets acquired and liabilities assumed based upon their estimated fair values on the acquisition date. Any excess of the purchase price over the fair value of the net assets acquired is recorded as goodwill. Acquired in-process backlog, customer relations, technology, IPR&D, brand name and know how are recognized at fair value. The purchase price allocation process requires management to make significant estimates and assumptions, especially at the acquisition date with respect to intangible assets. Direct transaction costs associated with the business combination are expensed as incurred. The allocation of the consideration transferred in certain cases may be subject to revision based on the final determination of fair values during the measurement period, which may be up to one year from the acquisition date. The Company includes the results of operations of the business that it has acquired in its consolidated results prospectively from the date of acquisition. If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously held equity interest in the acquire is re-measured to fair value at the acquisition date; any gains or losses arising from such re-measurement are recognized in profit or loss.
Other Investments	c. Other Investments For other investments, the Company applies the measurement alternative upon the adoption of ASU 2016-01, and elected to record equity investments without readily determinable fair values at cost, less impairment, adjusted for subsequent observable price changes. In this measurement alternative method, changes in the carrying value of the equity investments are reflected in current earnings. Changes in the carrying value of the equity investment are required to be made whenever there are observable price changes in orderly transactions for the identical or similar investment of the same issuer.
Discontinued operations	d. Discontinued operations Upon divestiture 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 divestiture qualifies as a discontinued operation and therefore has been presented as such. The results of businesses that have qualified as a discontinued operation 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 divestiture of a business that qualifies as discontinued operations is included within the results of the discontinued operations. The Company included information regarding cash flows from discontinued operations (See Note 3).
Cash Equivalents	e. 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.
Cost of research and development and research and development services, net	f. Cost of research and development and research and development services, net Cost of research and development and research and development services include costs directly attributable to the conduct of research and development activities, including the cost of salaries, stock-based compensation expenses, payroll taxes and other employees’ benefits, lab expenses, consumable equipment, courier fees, travel expenses, professional fees and consulting fees. All costs associated with research and developments are expensed as incurred. Participation from government departments and from research foundations for development of approved projects is recognized as a reduction of expense as the related costs are incurred. Research and development in-process acquired as part of an asset purchase, which has not reached technological feasibility and has no alternative future use, is expensed as incurred.
Principles of Consolidation	g. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its Subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.
Non-Marketable Equity Investments	h. Non-Marketable Equity Investments The Company’s investments in certain non-marketable equity securities in which it has the ability to exercise significant influence, but it does not control through variable interests or voting interests. These are accounted for under the equity method of accounting and presented as Investment in associates, net, in the Company’s consolidated balance sheets. Under the equity method, the Company recognizes its proportionate share of the comprehensive income or loss of the investee. The Company’s share of income and losses from equity method investments is included in share in losses of associated company. The Company reviews its investments accounted for under the equity method for possible impairment, which generally involves an analysis of the facts and changes in circumstances influencing the investments.
Functional Currency	i. Functional Currency The currency of the primary economic environment in which the operations of the Company and part of its Subsidiaries are conducted is the U.S. dollar (“$” or “dollar”). The functional currency of the Belgian Subsidiaries is the Euro (“€” or “Euro”). The functional currency of Orgenesis Korea is the Won (“KRW”). Most of the Company’s expenses are incurred in dollars, and the source of the Company’s financing has been provided in dollars. Thus, the functional currency of the Company and its other subsidiaries is the dollar. Transactions and balances originally denominated in dollars are presented at their original amounts. Balances in foreign currencies are translated into dollars using historical and current exchange rates for nonmonetary and monetary balances, respectively. For foreign transactions and other items reflected in the statements of operations, the following exchange rates are used: (1) for transactions – exchange rates at transaction dates or average rates and (2) for other items (derived from nonmonetary balance sheet items such as depreciation) – historical exchange rates. The resulting transaction gains or losses are recorded as financial income or expenses. The financial statements of the Belgian Subsidiaries and Orgenesis Korea are included in the consolidated financial statements, translated into U.S. dollars. Assets and liabilities are translated at year-end exchange rates, while revenues and expenses are translated at yearly average exchange rates during the year. Differences resulting from translation of assets and liabilities are presented as other comprehensive income.
Inventory	j. Inventory The Company’s inventory consists of raw material for use for the services provided. The Company periodically evaluates the quantities on hand. Cost of the raw materials is determined using the weighted average cost method. The inventory is recorded at the lower of cost or net realizable value.
Property, plant and Equipment	k. Property, plant and Equipment Property, plant and equipment are recorded at cost and depreciated by the straight-line method over the estimated useful lives of the related assets. Annual rates of depreciation are presented in the table below: SCHEDULE OF ANNUAL DEPRECIATION RATES, PROPERTY AND EQUIPMENT Weighted Average Useful Life (Years) Production facility 5 10 Laboratory equipment 2 7 Office equipment and computers 3 17
Intangible assets	l. Intangible assets Intangible assets and their useful lives are as follows: SCHEDULE OF INTANGIBLE ASSETS AND THEIR USEFUL LIVE Useful Life (Years) Amortization Recorded at Comprehensive Loss Line Item Customer Relationships 10 Amortization of intangible assets Know-How 12 Amortization of intangible assets Technology 15 Amortization of intangible assets Intangible assets are recorded at acquisition less accumulated amortization and impairment. Definite lived intangible assets are amortized over their estimated useful life using the straight-line method, which is determined by identifying the period over which the cash flows from the asset are expected to be generated.
Goodwill	m. Goodwill Goodwill represents the excess of consideration transferred over the value assigned to the net tangible and identifiable intangible assets of businesses acquired. Goodwill is allocated to reporting units expected to benefit from the business combination. Goodwill is not amortized but rather tested for impairment at least annually in the fourth quarter, or more frequently if events or changes in circumstances indicate that goodwill may be impaired. Following the sale of Masthercell the Company manages the business as one operating segment and one reporting unit. Goodwill impairment is recognized when the quantitative assessment results in the carrying value exceeding the fair value, in which case an impairment charge is recorded to the extent the carrying value exceeds the fair value. There were no impairment charges to goodwill during the periods presented.
Impairment of Long-lived Assets	n. Impairment of Long-lived Assets The Company reviews its property, plants and equipment, intangible assets subject to amortization and other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset class may not be recoverable. Indicators of potential impairment include: an adverse change in legal factors or in the business climate that could affect the value of the asset; an adverse change in the extent or manner in which the asset is used or is expected to be used, or in its physical condition; and current or forecasted operating or cash flow losses that demonstrate continuing losses associated with the use of the asset. If indicators of impairment are present, the asset is tested for recoverability by comparing the carrying value of the asset to the related estimated undiscounted future cash flows expected to be derived from the asset. If the expected cash flows are less than the carrying value of the asset, then the asset is considered to be impaired and its carrying value is written down to fair value, based on the related estimated discounted cash flows. There were no
Income Taxes	o. Income Taxes 1) With respect to deferred taxes, income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is recognized to the extent that it is more likely than not that the deferred taxes will not be realized in the foreseeable future. 2) The Company follows a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the available evidence indicates that it is more likely than not that the position will be sustained on examination. If this threshold is met, the second step is to measure the tax position as the largest amount that is greater than 50 3) Taxes that would apply in the event of disposal of investment in Subsidiaries have not been taken into account in computing the deferred income taxes, as it is the Company’s intention to hold these investments and not realize them.
Stock-based Compensation	p. Stock-based Compensation The Company recognizes stock-based compensation for the estimated fair value of share-based awards. The Company measures compensation expense for share-based awards based on estimated fair values on the date of grant using the Black-Scholes option-pricing model. This option pricing model requires estimates as to the option’s expected term and the price volatility of the underlying stock. The Company amortizes the value of share-based awards to expense over the vesting period on a straight-line basis.
Redeemable Non-controlling Interest	q. Redeemable Non-controlling Interest Non-controlling interests with embedded redemption features, whose settlement is not at the Company’s discretion, are considered redeemable non-controlling interest. Redeemable non-controlling interests are considered to be temporary equity and are therefore presented as a mezzanine section between liabilities and equity on the Company’s consolidated balance sheets. Subsequent adjustment of the amount presented in temporary equity is required only if the Company’s management estimates that it is probable that the instrument will become redeemable. Adjustments of redeemable non-controlling interest to its redemption value are recorded through additional paid-in capital.
Loss (income) per Share of Common Stock	r. Loss (income) per Share of Common Stock Basic net loss (income) per share is computed by dividing the net loss (income) for the period by the weighted average number of shares of common stock outstanding for each period. Diluted net loss (income) per share is based upon the weighted average number of common shares and of common shares equivalents outstanding when dilutive. Common share equivalents include: (i) outstanding stock options and warrants which are included under the treasury share method when dilutive, and (ii) common shares to be issued under the assumed conversion of the Company’s outstanding convertible loans and debt, which are included under the if-converted method when dilutive (See Note 14).
Concentration of Credit Risk	s. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of principally cash and cash equivalents, bank deposits and certain receivables. The Company held these instruments with highly rated financial institutions and the Company has not experienced any significant credit losses in these accounts and does not believe the Company is exposed to any significant credit risk on these instruments apart of accounts receivable. The Company performs ongoing credit evaluations of its customers for the purpose of determining the appropriate allowance for doubtful accounts. An appropriate allowance for doubtful accounts is included in the accounts and netted against accounts receivable. In the year ended December 31, 2020 the Company has not experienced any material credit losses in these accounts and does not believe it is exposed to significant credit risk on these instruments. Bad debt allowance is created when objective evidence exists of inability to collect all sums owed it under the original terms of the debit balances. Material customer difficulties, the probability of their going bankrupt or undergoing economic reorganization and insolvency or material delays in payments are all considered indicative of reduced debtor balance value.
Treasury shares	t. Treasury shares The Company repurchases its ordinary shares from time to time on the open market and holds such shares as treasury stock. The Company presents the cost to repurchase treasury stock as a reduction of shareholders’ equity. During the years ended December 31, 2020, the Company repurchased 55,309 shares. The Company did not reissue nor cancel treasury shares during the year ended December 31, 2020.
Beneficial Conversion Feature (“BCF”)	u. Beneficial Conversion Feature (“BCF”) When the Company issues convertible debt, if the stock price is greater than the effective conversion price (after allocation of the total proceeds) on the measurement date, the conversion feature is considered “beneficial” to the holder. If there is no contingency, this 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 (See Note 7).
Other Comprehensive Loss	v. Other Comprehensive Loss Other comprehensive loss represents adjustments of foreign currency translation.
Revenue from Contracts with Customers	w. Revenue from Contracts with Customers The Company recognizes revenue from contracts with customers according to ASC 606, Revenue from Contracts with Customers The Company’s agreements are primarily service contracts that range in duration from a few months to one year. The Company recognizes revenue when control of these services is transferred to the customer for an amount, referred to as the transaction price, which reflects the consideration to which the Company is expected to be entitled in exchange for those goods or services. A contract with a customer exists only when: ● the parties to the contract have approved it and are committed to perform their respective obligations; ● the Company can identify each party’s rights regarding the distinct goods or services to be transferred (“performance obligations”); ● the Company can determine the transaction price for the goods or services to be transferred; and ● the contract has commercial substance and it is probable that the Company will collect the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the customer. The Company does not adjust the promised amount of consideration for the effects of a significant financing component since the Company expects, at contract inception, that the period between the time of transfer of the promised goods or services to the customer and the time the customer pays for these goods or services to be generally one year or less. The Company’s credit terms to customers are in average between thirty and one hundred and fifty days. Nature of Revenue Streams The Company’s main revenue streams from continuing operation are POC development services and Cell Process Development Services. POC Development Services Revenue recognized under contracts for POC development services may, in some contracts, represent multiple performance obligations (where promises to the customers are distinct) in circumstances in which the work packages are not interrelated or the customer is able to complete the services performed. For arrangements that include multiple performance obligations, the transaction price is allocated to the identified performance obligations based on their relative standalone selling prices. The Company recognizes revenue when, or as, it satisfies a performance obligation. At contract inception, the Company determines whether the services are transferred over time or at a point in time. Performance obligations that have no alternative use and that the Company has the right to payment for performance completed to date, at all times during the contract term, are recognized over time. All other Performance obligations are recognized as revenues by the company at point of time (upon completion). Included in POC development services is Hospital supplies revenue which is derived principally from the sale or lease of products and the performance of services to hospitals or other medical providers. Revenue is earned and recognized when product and services are received by the customer. Significant Judgement and Estimates Significant judgment is required to Practical Expedients As part of ASC 606, the Company has adopted several practical expedients including the Company’s determination that it need not adjust the promised amount of consideration for the effects of a significant financing component since the Company expects, at contract inception, that the period between when the Company transfers a promised service to the customer and when the customer pays for that service will be one year or less. Cell Process Development Services (mainly discontinued operations) Revenue recognized under contracts for cell process development services may, in some contracts, represent multiple performance obligations (where promises to the customers are distinct) in circumstances in which the work packages and milestones are not interrelated or the customer is able to complete the services performed independently or by using competitors of the Company. In other contracts when the above circumstances are not met, the promises are not considered distinct and the contract represents one performance obligation. All performance obligations are satisfied over time, as there is no alternative use to the services it performs, since, in nature, those services are unique to the customer, which retain the ownership of the intellectual property created through the process. Additionally, due to the non-refundable upfront payment the customer pays, together with the payment term and cancellation fine, it has a right to payment (which include a reasonable margin), at all times, for work completed to date, which is enforceable by law. For arrangements that include multiple performance obligations, the transaction price is allocated to the identified performance obligations based on their relative standalone selling prices. For these contracts, the standalone selling prices are based on the Company’s normal pricing practices when sold separately with consideration of market conditions and other factors, including customer demographics and geographic location. The Company measures the revenue to be recognized over time on a contract by contract basis, determining the use of either a cost-based input method or output method, depending on whichever best depicts the transfer of control over the life of the performance obligation. Tech Transfer Services (discontinued operations) Revenue recognized under contracts for tech transfer services are considered a single performance obligation, as all work packages (including data collection, GMP documentation, validation runs) and milestones are interrelated. Additionally, the customer is unable to complete services of work performed independently or by using competitors of the Company. Revenue is recognized over time using a cost-based based input method where progress on the performance obligation is measured by the proportion of actual costs incurred to the total costs expected to complete the contract. Cell Manufacturing Services (discontinued operations) Revenues from cell manufacturing services represent a single performance obligation which is recognized over time. The progress towards completion will continue to be measured on an output measure based on direct measurement of the value transferred to the customer (units produced). Reimbursed Expenses (discontinued operations) The Company includes reimbursed expenses in revenues and costs of revenue as the Company is primarily responsible for fulfilling the promise to provide the specified service, including the integration of the related services into a combined output to the customer, which are inseparable from the integrated service. These costs include such items as consumable, reagents, transportation and travel expenses, over which the Company has discretion in establishing prices. Change Orders Changes in the scope of work are common and can result in a change in transaction price, equipment used and payment terms. Change orders are evaluated on a contract-by-contract basis to determine if they should be accounted for as a new contract or as part of the existing contract. Generally, services from change orders are not distinct from the original performance obligation. As a result, the effect that the contract modification has on the contract revenue, and measure of progress, is recognized as an adjustment to revenue when they occur. Costs of Revenue (discontinued operations) Costs of revenue include (i) compensation and benefits for billable employees and personnel involved in production, data management and delivery, and the costs of acquiring and processing data for the Company’s information offerings; (ii) costs of staff directly involved with delivering services offerings and engagements; (iii) consumables used for the services; and (iv) other expenses directly related to service contracts such as courier fees, laboratory supplies, professional services and travel expenses.
Leases	x. Leases The Company adopted the new lease standard ASC 842 and all the related amendments on January 1, 2019. The Company determines if an arrangement is a lease at inception. Lease classification is governed by five criteria in ASC 842-10-25-2. If any of these five criteria is met, The Company classifies the lease as a finance lease; otherwise, the Company classifies the lease as an operating lease. When determining lease classification, the Company’s approach in assessing two of the mentioned criteria is: (i) generally 75% or more of the remaining economic life of the underlying asset is a major part of the remaining economic life of that underlying asset; and (ii) generally 90% or more of the fair value of the underlying asset comprises substantially all of the fair value of the underlying asset. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in the consolidated balance sheet. ROU assets represent Orgenesis’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at the commencement date to determine the present value of the lease payments. The standard also provides practical expedients for an entity’s ongoing accounting. The Company elected the short-term lease recognition exemption for all leases with a term shorter than 12 months. This means that for those leases, the Company does not recognize ROU assets or lease liabilities, including not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition, but recognizes lease expenses over the lease term on a straight-line basis. Lease terms will include options to extend or terminate the lease when it is reasonably certain that Orgenesis will exercise or not exercise the option to renew or terminate the lease.
Recently issued accounting pronouncements, not yet adopted	y. Recently issued accounting pronouncements, not yet adopted In June 2016, the FASB issued ASU 2016-13 “Financial Instruments—Credit Losses—Measurement of Credit Losses on Financial Instruments.” This guidance replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The guidance will be effective for Smaller Reporting Companies (SRCs, as defined by the SEC) for the fiscal year beginning on January 1, 2023, including interim periods within that year. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements. In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40)-Accounting For Convertible Instruments and Contracts in an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for annual and interim periods beginning after December 15, 2021, and early adoption is permitted for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company is currently evaluating the impact that this new guidance will have on its consolidated financial statements.
Newly issued and recently adopted accounting pronouncements	z. 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 $ 20
Reclassifications	aa. Reclassifications Certain reclassifications have been made to the prior years’ financial statements to conform to the current year presentation. These reclassifications had no net effect on previously reported results of operations.

SIGNIFICANT ACCOUNTING POLICI_3

SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
SCHEDULE OF ANNUAL DEPRECIATION RATES, PROPERTY AND EQUIPMENT	Annual rates of depreciation are presented in the table below: SCHEDULE OF ANNUAL DEPRECIATION RATES, PROPERTY AND EQUIPMENT Weighted Average Useful Life (Years) Production facility 5 10 Laboratory equipment 2 7 Office equipment and computers 3 17
SCHEDULE OF INTANGIBLE ASSETS AND THEIR USEFUL LIVE	Intangible assets and their useful lives are as follows: SCHEDULE OF INTANGIBLE ASSETS AND THEIR USEFUL LIVE Useful Life (Years) Amortization Recorded at Comprehensive Loss Line Item Customer Relationships 10 Amortization of intangible assets Know-How 12 Amortization of intangible assets Technology 15 Amortization of intangible assets

DISCONTINUED OPERATION (Tables)

DISCONTINUED OPERATION (Tables)	12 Months Ended
	Dec. 31, 2020
Discontinued Operations and Disposal Groups [Abstract]
SCHEDULE OF DISCONTINUED OPERATION AND BALANCE SHEETS	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): SCHEDULE OF DISCONTINUED OPERATION AND BALANCE SHEETS Year Ended December 31, 2020 2019 OPERATIONS Revenues $ 2,556 $ 31,053 Cost of revenues 1,482 18,318 Cost of research and development and research and development services, net 7 54 Amortization of intangible assets 137 1,631 Selling, general and administrative expenses 1,896 13,886 Other (income) expenses, net 305 (207 ) Operating loss 1,271 2,629 Financial expenses (income), net (29 ) 31 Loss before income taxes 1,242 2,660 Tax expenses (income) (30 ) 792 Net loss from discontinuing operation, net of tax $ 1,212 $ 3,452 DISPOSAL Gain on disposal before income taxes $ 96,918 $ - Provision for income taxes - - Gain on disposal $ 96,918 $ - Net profit (loss) from discontinuing operation, net of tax $ 95,706 $ (3,452 ) The following table is a summary of the assets and liabilities of discontinued operations (in thousands): December 31, 2019 Assets CURRENT 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 (mainly Know How) 10,858 Operating lease right-of-use assets 8,860 Goodwill 10,129 Other assets 47 TOTAL CURRENT ASSETS OF DISCONTINUED OPERATIONS $ 75,221 December 31, 2019 CURRENT 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 CURRENT LIABILITIES OF DISCONTINUED OPERATIONS $ 31,586 Property, plants and equipment, net and right-of-use assets by geographical location were as follows: December 31, 2019 United States $ 16,707 Belgium 14,302 Total $ 31,009 The following table represents the components of the cash flows from discontinued operations (in thousands): Year Ended December 31, 2020 2019 Net cash flows used in operating activities $ (2,409 ) $ (1,248 ) Net cash flows used in investing activities $ (579 ) $ (11,621 ) Net cash flows (used in) provided by financing activities $ (51 ) $ 12,570
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): SCHEDULE OF DISAGGREGATION OF REVENUE RELATED TO DISCONTINUED OPERATIONS Year Ended December 31, 2020 2019 Revenue stream: Cell process development services $ 2,556 $ 20,834 Tech transfer services - 5,396 Cell manufacturing services - 4,823 Total $ 2,556 $ 31,053

ACQUISITION AND REORGANIZATION

ACQUISITION AND REORGANIZATION (Tables)	12 Months Ended
	Dec. 31, 2020
Acquisition And Reorganization
SUMMARY OF ASSETS ACQUIRED AND LIABILITIES ASSUMED	The following table summarizes the allocation of purchase price to the fair values of the assets acquired and liabilities assumed as of the transaction date: SUMMARY OF ASSETS ACQUIRED AND LIABILITIES ASSUMED (in thousands) (in thousands) Fair value of 8.8 * 11,172 Cash payment 1,115 Total consideration transferred $ 12,287 * Fair value of the consideration is based on the company’s market share price. Total assets acquired: Cash and cash equivalents $ 8 Restricted Cash 152 Accounts Receivable 228 Inventory 34 Other assets 25 Property, plants and equipment, net 482 Kyslecel Technology (a) (a) 9,340 IPR&D (a) 641 Operating lease right-of-use assets 238 Goodwill (b) 3,704 Total assets 14,852 Total liabilities assumed: Operating leases 238 Accounts Payable 216 Accrued Expenses 4 Orgenesis Inc loan 651 Deferred taxes 1,293 Notes Payable 162 Other liabilities 1 Total liabilities 2,565 Total consideration transferred $ 12,287 a. The allocation of the purchase price to the net assets acquired and liabilities assumed resulted in the recognition of other intangible assets which comprised of: Kyslecel Technology of $ 9,340 641 15 These intangible assets were estimated using a discounted cash flow method with the application of the multi-period excess earnings method. Under this method, an intangible asset’s fair value is equal to the present value of the incremental after-tax cash flows attributable only to the subject intangible asset after deducting contributory asset charges. An income and expenses forecast were built based upon revenue and expense estimates. b. The primary items that generate goodwill include the value of the synergies between the acquired company and the Company and the acquired assembled workforce, neither of which qualifies for recognition as an intangible asset. The Goodwill is not deductible for tax purposes.
SCHEDULE OF UNAUDITED SUPPLEMENTAL PRO FORMA	Unaudited supplemental pro forma combined results of operations (in thousands): SCHEDULE OF UNAUDITED SUPPLEMENTAL PRO FORMA 2020 2019 Year ended December 31, 2020 2019 Revenues $ 8,239 $ 4,398 Net loss $ 318 $ 27,263 Loss per share: Basic $ 0.05 $ 1.91

PROPERTY, PLANTS AND EQUIPMENT

PROPERTY, PLANTS AND EQUIPMENT (Tables)	12 Months Ended
	Dec. 31, 2020
Property, Plant and Equipment [Abstract]
SCHEDULE OF COMPONENTS OF PROPERTY, PLANTS AND EQUIPMENT	The following table represents the components of property, plants and equipment: SCHEDULE OF COMPONENTS OF PROPERTY, PLANTS AND EQUIPMENT December 31, 2020 2019 (in thousands) Cost: Production facility $ 2,801 $ 2,481 Office furniture and computers 697 606 Lab equipment 1,483 656 Advance payment 281 - Subtotal 5,262 3,743 Less – accumulated depreciation (2,189 ) (1,438 ) Total $ 3,073 $ 2,305
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT BY GEOGRAPHICAL LOCATION	Property, plants and equipment, net by geographical location were as follows: SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT BY GEOGRAPHICAL LOCATION December 31, 2020 2019 (in thousands) Belgium $ 358 $ - Korea 839 983 Israel 1,386 1,322 U.S. 490 - Total $ 3,073 $ 2,305

INTANGIBLE ASSETS AND GOODWILL

INTANGIBLE ASSETS AND GOODWILL (Tables)	12 Months Ended
	Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
SCHEDULE OF GOODWILL	Changes in the carrying amount of the Company’s goodwill for the years ended December 31, 2020 and 2019 are as follows: SCHEDULE OF GOODWILL (in thousands) Goodwill as of December 31, 2018 $ 4,942 Goodwill as acquired, (Koligo) see note 4 - Translation differences (130 ) Goodwill as of December 31, 2019 $ 4,812 Goodwill as of December 31, 2019 $ 4,812 Goodwill as acquired, (Koligo) see note 4 3,704 Translation differences 229 Goodwill as of December 31, 2020 $ 8,745
SCHEDULE OF OTHER INTANGIBLE ASSETS	Other intangible assets consisted of the following: SCHEDULE OF OTHER INTANGIBLE ASSETS December 31, 2020 2019 (in thousands) Gross Carrying Amount: Know How $ 3,170 $ 2,991 Customer relationships 886 895 Kyslecel Technology 9,340 - IPR&D 641 - Subtotal 14,037 3,886 Less – Accumulated amortization (1,014 ) (538 ) Net carrying amount of other intangible assets $ 13,023 $ 3,348
SCHEDULE OF ESTIMATED AGGREGATE AMORTIZATION EXPENSES	Estimated aggregate amortization expenses for the five succeeding years ending on December 31 st SCHEDULE OF ESTIMATED AGGREGATE AMORTIZATION EXPENSES 2021 2022 to 2025 (in thousands) Amortization expenses $ 965 $ 3,910

CONVERTIBLE LOANS (Tables)

CONVERTIBLE LOANS (Tables)	12 Months Ended
	Dec. 31, 2020
Debt Disclosure [Abstract]
SCHEDULE OF LONG TERM CONVERTIBLE LOANS	SCHEDULE OF LONG TERM CONVERTIBLE LOANS a. Long term convertible loans outstanding as of December 31, 2020 and December 31, 2019 are as follows: Principal Amount Issuance Year Interest Rate Maturity Period Exercise Price BCF (in thousands) (Years) Convertible Loans Outstanding as of December 31, 2020 $ 1,000 2018 2 % 3 7.00 (1) 71 9,500 2019 6 8 % 2 5 7.00 (2) - 250 2020 8 % 2 7.00 (3) - $ 10,750 Convertible Loans Outstanding as of December 31, 2019 $ 1,500 2018 2 % 3 7.00 (1) 124 11,400 2019 6 8 % 2 5 7.00 (2) - $ 12,900 Convertible Loans repaid during the year ended December 31, 2020 Principal Amount Issuance Year Interest Rate Maturity Period Exercise Price BCF 500 2018 2 % 0.87 $ 7 53 500 2019 6 % 0.28 7 - 1,400 2019 8 % 0.76 7 - 2,400 Apart from the items mentioned below there were no repayments of convertible loans during the fiscal years ended December 31, 2019 and December 31, 2020. In addition, there were no conversions during the fiscal years ended December 31, 2019 and December 31, 2020. (1) The holders, at their option, may convert the outstanding principal amount and accrued interest under this note into a total of 148,838 148,838 three-year 148,838 7 In the initial two years, the holders have the right to convert the outstanding principal amount and accrued interest into shares of capital stock of Hemogenyx-Cell or Immugenyx, LLC according under the relevant note agreement, subsidiaries of Hemogenyx Pharmaceuticals Plc, at a price per share based on a pre-money valuation of Hemogenyx-Cell or Immugenyx, LLC of $ 12 8 (2) The holders, at their option, may convert the outstanding principal amount and accrued interest under this note into a total of 1,443,734 1,053,503 three-year 1,053,503 7 2,500 (3) The holders, at their option, may convert the outstanding principal amount and accrued interest under this note into a total of 38,559 7

LOANS (Tables)

LOANS (Tables)	12 Months Ended
	Dec. 31, 2020
Loans
SCHEDULE OF LOANS	Terms of Short-term Loans SCHEDULE OF LOANS December 31, Currency Interest Rate 2020 2019 (in thousands) Short term loans KRW 3.61 % $ - $ 260 Short term loans KRW 6.00 % - 131 Short term loans USD 1.00 % 145 - $ 145 $ 391

LEASES (Tables)

LEASES (Tables)	12 Months Ended
	Dec. 31, 2020
Leases [Abstract]
SCHEDULE OF LEASE-RELATED ASSETS AND LIABILITIES	The table below presents the lease-related assets and liabilities recorded on the balance sheet. SCHEDULE OF LEASE-RELATED ASSETS AND LIABILITIES December 31, 2020 Assets Operating Leases Operating lease right-of-use assets $ 1,474 Finance Leases Property, plants and equipment, gross 99 Accumulated depreciation (17 ) Property and equipment, net $ 82 Liabilities Current liabilities Current maturities of operating leases $ 485 Current maturities of long-term finance leases $ 19 Long-term liabilities Non-current operating leases $ 1,020 Long-term finance leases $ 64 Weighted Average Remaining Lease Term Operating leases 3.4 Finance leases 4.2 Weighted Average Discount Rate Operating leases 6.7 % Finance leases 2.0 %
SCHEDULE OF LEASE COSTS	The table below presents certain information related to lease costs and finance and operating leases during the year ended December 31, 2020. SCHEDULE OF LEASE COSTS Year ended December 31, 2020 Operating lease cost: $ 547 Finance lease cost: Amortization of leased assets 17 Interest on lease liabilities 3 Total finance lease cost $ 20
SCHEDULE OF SUPPLEMENTAL CASHFLOW INFORMATION	The table below presents supplemental cash flow information related to leases during the year ended December 31, 2020: SCHEDULE OF SUPPLEMENTAL CASHFLOW INFORMATION Year ended December 30, 2020 (in Thousands) Cash paid for amounts included in the measurement of leases liabilities: Operating leases $ 515 Finance leases $ 42 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 967 Finance leases 366
SCHEDULE OF FINANCE LEASE LIABILITIES AND OPERATING LEASE LIABILITIES	The table below reconciles the undiscounted cash flows for each of the first five years and total of the remaining years to the finance lease liabilities and operating lease liabilities recorded on the balance sheet. SCHEDULE OF FINANCE LEASE LIABILITIES AND OPERATING LEASE LIABILITIES Operating Leases Finance Year ended December 31, 2021 $ 526 $ 20 2022 528 20 2023 342 20 2024 188 20 2025 59 4 Total minimum lease payments 1,643 84 Less: amount of lease payments representing interest (138 ) (1 ) Present value of future minimum lease payments 1,505 83 Less: Current leases obligations (485 ) (19 ) Long-term leases obligations $ 1,020 $ 64
SCHEDULE OF RIGHT-OF-USE ASSETS BY GEOGRAPHICAL LOCATION	Right-of-use assets by geographical location were as follows: SCHEDULE OF RIGHT-OF-USE ASSETS BY GEOGRAPHICAL LOCATION December 31, 2020 2019 (in thousands) Korea $ 683 $ 145 Israel 496 580 U.S. 295 - Total $ 1,474 $ 725

INVESTMENTS IN ASSOCIATES, NET

INVESTMENTS IN ASSOCIATES, NET (Tables)	12 Months Ended
	Dec. 31, 2020
Investments in and Advances to Affiliates [Abstract]
SCHEDULE OF CHANGES IN INVESTMENTS	c. The table below sets forth a summary of the changes in the investments for the year ended December 31, 2020: SCHEDULE OF CHANGES IN INVESTMENTS December 30, 2020 (In thousands) Opening balance $ - Investments during the period 69 Share in net income of associated companies 106 Ending balance $ 175

EQUITY (Tables)

EQUITY (Tables)	12 Months Ended
	Dec. 31, 2020
Equity [Abstract]
SCHEDULE OF WARRANTS ACTIVITY	A summary of the Company’s warrants granted to investors and as finder’s fees as of December 31, 2020, and December 31, 2019 and changes for the periods then ended is presented below: SCHEDULE OF WARRANTS ACTIVITY December 31, 2020 2019 Number of Warrants Weighted Average Exercise Price $ Number of Warrants Weighted Average Exercise Price $ Warrants beginning of the period 6,010,087 6.35 6,286,351 6.29 Changes during the period: Issued 1,344,606 5.64 471,980 6.95 Expired (284,452 ) 6.53 (748,244 ) 6.24 Warrants * 7,070,241 6.20 6,010,087 6.35 * As of December 31, 2020 and December 31, 2019, there are no warrants that are subject to exercise price adjustments.
SCHEDULE OF TREASURY SHARES	A summary of the Company’s treasury shares purchased as of December 31, 2020 and changes for the period then ended is presented below: S CHEDULE OF TREASURY SHARES December 31, 2020 Number of Treasury Shares Weighted Average Price Paid $ Treasury Shares at the beginning of the period - - Changes during the period: Purchased 55,309 4.47 Shares at end of the period 53,309 4.47

INCOME (LOSS) PER SHARE (Tables

INCOME (LOSS) PER SHARE (Tables)	12 Months Ended
	Dec. 31, 2020
Loss (income) 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 periods indicated: SCHEDULE OF BASIC AND DILUTED LOSS PER SHARE 2020 2019 Year ended December 31, 2020 2019 (in thousands, except per share data) Basic and diluted: Net loss from continuing operations attributable to Orgenesis Inc. $ 95,088 $ 22,490 Net (income) loss from discontinued operations attributable to Orgenesis Inc. for loss per share (96,198 ) 1,631 Adjustment of redeemable non-controlling interest to redemption amount (5,160 ) 4,095 Basic: Net income (loss) available to common stockholders (101,358 ) 5,726 Net (income) loss attributable to Orgenesis Inc. for loss per share (6,270 ) 28,216 Weighted average number of common shares outstanding 21,320,314 15,907,995 Loss per common share from continuing operations $ 4.46 $ 1.41 Net (income) loss common share from discontinued operations $ (4.75 ) $ 0.36 Net (income) loss per share $ (0.29 ) $ 1.77

STOCK-BASED COMPENSATION (Table

STOCK-BASED COMPENSATION (Tables)	12 Months Ended
	Dec. 31, 2020
Options Granted To Employees [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
SCHEDULE OF EMPLOYEE STOCK OWNERSHIP PLAN DISCLOSURES	Below is a table summarizing all of the options grants to employees and Directors made during the years ended December 31, 2020, and December 31, 2019: SCHEDULE OF EMPLOYEE STOCK OWNERSHIP PLAN DISCLOSURES Year Ended No. of options Exercise price Vesting period Fair value at grant (in thousands) Expiration Employees December 31, 2020 531,450 $ 2.99 6.84 Quarterly over a period of two years $ 1,312 10 Directors December 31, 2020 145,050 $ 2.99 4.7 96 and the remaining 4 % in three equal instalments on the first, second and third year anniversaries $ 377 10 Employees December 31, 2019 94,500 $ 3.14 5.07 Quarterly over a period of two years $ 322 10 Directors December 31, 2019 50,000 $ 2.99 One-year $ 103 10
SCHEDULE OF STOCK OPTIONS, VALUATION ASSUMPTIONS	The fair value of each option grant is based on the following assumptions: SCHEDULE OF STOCK OPTIONS, VALUATION ASSUMPTIONS Year Ended December 31, 2020 2019 Value of one common share $ 2.99 6.84 $ 2.99 5.07 Dividend yield 0 % 0 % Expected stock price volatility 80 86 % 83 88 % Risk free interest rate 0.36 1.71 % 1.45 2.47 % Expected term (years) 5.50 6.00 5.38 5.56
SCHEDULE OF STOCK OPTIONS ACTIVITY	A summary of the Company’s stock options granted to employees and directors as of December 31, 2020 and December 31, 2019 is presented below: SCHEDULE OF STOCK OPTIONS ACTIVITY Year Ended December 31 2020 2019 Number of Options Weighted Average Exercise Price $ Number of Options Weighted Average Exercise Price $ Options outstanding at the beginning of the period 2,465,522 4.44 2,376,427 4.51 Changes during the period: Granted 676,500 3.74 144,500 4.15 Exercised - - - - Expired (11,876 ) 7.88 (16,750 ) 6.01 Forfeited (57,042 ) 4.52 (38,655 ) 7.11 Cancelled (155,437 ) 8.38 - - Options outstanding at end of the period 2,917,667 4.05 2,465,522 4.44 Options exercisable at end of the period 2,299,937 4.03 2,112,567 4.21
SCHEDULE OF STOCK OPTIONS EXERCISABLE	The following table presents summary information concerning the options granted and exercisable to employees and directors outstanding as of December 31, 2020 (in thousands, except per share data): SCHEDULE OF STOCK OPTIONS EXERCISABLE Exercise Price $ Number of Outstanding Options Weighted Average Remaining Contractual Life Aggregate Intrinsic Value $ Number of Exercisable Options Aggregate Exercisable Options Value $ (in thousands) (in thousands) 0.0012 230,189 3.64 1,036 230,189 - 0.012 510,017 1.09 2,289 510,017 6 2.99 445,013 9.15 672 174,208 521 3.14 3,750 6.27 5 1,875 6 4.42 50,000 6.93 4 50,000 221 4.5 34,000 8.47 - 23,938 108 4.6 185,300 9.96 - - - 4.7 6,250 9.03 - - - 4.8 483,337 5.94 - 483,337 2,320 5.07 53,250 8.08 - 39,750 202 5.1 63,000 9.68 - 7,875 40 5.99 352,550 7.26 - 290,488 1,740 6 16,667 3.59 - 16,667 100 6.84 17,000 9.38 - 4,250 29 7.2 83,334 6.43 - 83,334 600 8.36 250,001 7.50 - 250,001 2,090 8.91 15,000 7.46 - 15,000 134 9 20,834 2.54 - 20,834 187 9.48 58,908 1.52 - 58,908 558 10.2 39,267 1.42 - 39,267 401 2,917,667 5.98 4,006 2,299,937 9,263
Options Granted To Non Employees [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
SCHEDULE OF STOCK OPTIONS, VALUATION ASSUMPTIONS	The underlying data used for computing the fair value of the options are as follows: SCHEDULE OF STOCK OPTIONS, VALUATION ASSUMPTIONS Year Ended December 31, 2020 2019 Value of one common share $ 2.99 6.84 $ 3.14 5.07 Dividend yield 0 % 0 % Expected stock price volatility 86 89 % 89 92 % Risk free interest rate 0.73 1.12 % 1.52 2.62 % Expected term (years) 10 10
SCHEDULE OF STOCK OPTIONS ACTIVITY	A summary of the Company’s stock options granted to consultants and service providers as of December 31, 2020, and December 31, 2019 is presented below: SCHEDULE OF STOCK OPTIONS ACTIVITY Year Ended December 31, 2020 2019 Number of Options Weighted Average Exercise Price $ Number of Options Weighted Average Exercise Price $ Options outstanding at the 598,310 5.76 469,974 5.75 Changes during the year: Granted 62,500 3.97 128,336 5.65 Exercised (83,334 ) 3.60 - - Forfeited (8,335 ) 5.99 - - Cancelled (20,000 ) 5.30 - - Options outstanding at end of the year 549,141 5.89 598,310 5.76 Options exercisable at end of the year 450,972 6.28 539,515 5.88
SCHEDULE OF STOCK OPTIONS EXERCISABLE	The following table presents summary information concerning the options granted and exercisable to consultants and service providers outstanding as of December 31, 2020 (in thousands, except per share data): SCHEDULE OF STOCK OPTIONS EXERCISABLE Exercise Price $ Number of Outstanding Options Weighted Average Remaining Contractual Life Aggregate Intrinsic Value* $ Number of Exercisable Options Aggregate Exercisable Options Value $ (in thousands) (in thousands) 2.99 35,000 9.22 53 - - 3.14 15,000 8.91 20 - - 3.36 136,775 5.32 156 136,775 460 4.09 25,000 8.76 10 25,000 102 4.42 10,325 6.93 1 10,325 46 4.5 13,335 8.53 - - - 4.6 20,000 9.96 - - - 4.8 16,668 5.94 - 16,668 80 5.07 5,000 8.19 - 1,000 5 5.3 15,000 7.70 - 15,000 80 5.99 16,670 7.81 - 16,670 100 6 90,000 3.59 - 90,000 540 6.84 7,500 9.38 - - - 7 70,000 8.83 - 70,000 490 7.32 8,334 1.89 - 8,334 61 8.34 8,600 7.52 - 8,600 72 8.43 8,333 7.05 - 4,999 42 11.52 8,334 2.26 - 8,334 96 16.8 39,267 1.28 - 39,267 660 549,141 6.18 240 450,972 2,834
SCHEDULE OF STOCK OPTIONS GRANTED TO CONSULTANTS	Below is a table summarizing all the compensation granted to consultants and service providers during the years ended December 31, 2020 and December 31, 2019 and for the one-month period ended December 31, 2019: SCHEDULE OF STOCK OPTIONS GRANTED TO CONSULTANTS Vesting period Fair value at grant (in thousands) Non-employees 2020 62,500 $ 2.99 6.84 Quarterly over a period of two $ 209 10 Non-employees 2019 128,336 $ 3.14 7 Vest immediately- 5 $ 394 10

TAXES (Tables)

TAXES (Tables)	12 Months Ended
	Dec. 31, 2020
Income Tax Disclosure [Abstract]
SCHEDULE OF DEFERRED TAX ASSETS	The following table presents summary of information concerning the Company’s deferred taxes as of the years ending December 31, 2019 and December 31, 2019 (in thousands): SCHEDULE OF DEFERRED TAX ASSETS 2020 2019 December 31, 2020 2019 (U.S. dollars in thousands) Net operating loss carry forwards $ 9,606 $ 14,033 Research and development expenses 1,684 1,358 Equity compensation 2,747 - Employee benefits 252 228 Leases asset 533 - Lease liability (324 ) - Intangible assets (2,863 ) (737 ) Other 297 (1 ) Less: Valuation allowance (11,932 ) (14,939 ) Net deferred tax liabilities $ - $ (58 )
SCHEDULE OF VALUATION ALLOWANCE, ACTIVITY	The changes in valuation allowance are comprised as follows: SCHEDULE OF VALUATION ALLOWANCE, ACTIVITY December 31, 2020 2019 (U.S dollars in thousands) Balance at the beginning of year $ (14,939 ) $ (10,254 ) Change during the year 3,007 (4,685 ) Balance at end of year $ (11,932 ) $ (14,939 )

REVENUES (Tables)

REVENUES (Tables)	12 Months Ended
	Dec. 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. SCHEDULE OF DISAGGREGATION OF REVENUE Year Ended December 31, 2020 2019 (in thousands) Revenue stream: POC and hospital services $ 6,068 $ 3,109 Cell process development services 1,584 790 Total $ 7,652 $ 3,899
SCHEDULE OF BREAKDOWN OF REVENUES PER CUSTOMER	A breakdown of the revenues per customer what constituted at least 10% of revenues is as follows: SCHEDULE OF BREAKDOWN OF REVENUES PER CUSTOMER Year Ended December 31, 2020 2019 (in thousands) Revenue earned: Customer A $ 2,857 $ 1,420 Customer B 1,577 - Customer C – related party 1,475 1,270 Customer D 1,412 857
SCHEDULE OF ACTIVITY FOR TRADE RECEIVABLES	The activity for trade receivables is comprised of: SCHEDULE OF ACTIVITY FOR TRADE RECEIVABLES Year Ended December 31, 2020 2019 (in thousands) Balance as of beginning of period $ 1,831 $ 129 Acquisition of Koligo 228 - Additions 6,997 2,079 Collections (5,982 ) (364 ) Exchange rate differences 11 (13 ) Balance as of end of period $ 3,085 $ 1,831
SCHEDULE OF ACTIVITY FOR CONTRACT LIABILITIES	The activity for contract liabilities is comprised of: SCHEDULE OF ACTIVITY FOR CONTRACT LIABILITIES Year Ended December 31, 2020 2019 (in thousands) Balance as of beginning of period $ 325 $ 56 Additions 597 1,126 Realizations* (862 ) (854 ) Exchange rate differences (1 ) (3 ) Balance as of end of period $ 59 $ 325 * Out of which $ 325

COST OF RESEARCH AND DEVELOPM_2

COST OF RESEARCH AND DEVELOPMENT AND RESEARCH AND DEVELOPMENT SERVICES, NET (Tables)	12 Months Ended
	Dec. 31, 2020
Research and Development [Abstract]
SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSES	SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSES Year Ended December 31, 2020 2019 (in thousands) Total expenses $ 84,182 $ 14,826 Less grants (196 ) (812 ) Total $ 83,986 $ 14,014

FINANCIAL EXPENSES, NET (Tables

FINANCIAL EXPENSES, NET (Tables)	12 Months Ended
	Dec. 31, 2020
Financial Expenses Net
SCHEDULE OF FINANCIAL EXPENSES	SCHEDULE OF FINANCIAL EXPENSES 2020 2019 Year Ended December 31, 2020 2019 (in thousands) Increase in fair value of warrants and financial liabilities measured at fair value $ - $ 63 Interest expense on convertible loans 1,254 498 Foreign exchange loss, net 160 395 Other income (353 ) (113 ) Total $ 1,061 $ 843

RELATED PARTIES TRANSACTIONS (T

RELATED PARTIES TRANSACTIONS (Tables)	12 Months Ended
	Dec. 31, 2020
Related Party Transactions [Abstract]
SCHEDULE OF RELATED PARTY TRANSACTIONS	SCHEDULE OF RELATED PARTY TRANSACTIONS Year ended December 31, 2020 2019 (in thousands) Continuing operations: Stock-based compensation expenses to executive officers $ 221 $ 898 Stock-based compensation expenses to Board Members* $ 209 $ 414 Compensation of executive officers $ 1,321 $ 812 Management and consulting fees to Board Members $ 264 $ 233 Revenues from customer $ 1,475 $ 1,270 Cost of research and development and research and development services, net $ 4,772 $ - Financial income $ 169 $ 112 * Does not include $ 192 7.00 70,000 Year ended December 31, 2019 (in thousands) Discontinued operations: Stock-based compensation expenses to executive officers $ 76 Compensation of executive officers $ 685
SCHEDULE OF RELATED PARTIES PRESENTED IN CONSOLIDATED BALANCE SHEETS	SCHEDULE OF RELATED PARTIES PRESENTED IN CONSOLIDATED BALANCE SHEETS December 31, 2020 2019 (in thousands) Continuing operations: Executive officers’ payables $ 170 $ 1,251 Non-executive directors’ payable $ 13 $ 202 Loan to Related Party $ - $ 2,623 Accounts receivable, net $ 744 $ - Contract liabilities $ - $ 230

DESCRIPTION OF BUSINESS (Detail

DESCRIPTION OF BUSINESS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Apr. 07, 2020	Feb. 10, 2020	Feb. 02, 2020	Jan. 20, 2020	Feb. 29, 2020	Dec. 31, 2020	Dec. 31, 2019
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items]
Proceeds from Issuance or Sale of Equity						$ 8,738
Stock issued during period value acquisitions						$ 11,172
Common Stock, Par or Stated Value Per Share						$ 0.0001	$ 0.0001
Accumulated losses						$ 88,000
Securities Purchase Agreement [Member]
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items]
Proceeds from Issuance of Private Placement				$ 9,240
Tamir Purchase Agreement [Member] | Tamir Biotechnology Inc [Member]
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items]
Stock issued during period value acquisitions	$ 2,500
Shares issued, acquisition	3,400,000
Business Combination, Consideration Transferred	$ 20,200
Masthercell [Member] | Securities Purchase Agreement [Member]
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items]
Percentage of outstanding equity interests			100.00%		100.00%
Aggregate nominal purchase price of outstanding equity interests			$ 315,000		$ 315,000
Proceeds from Issuance or Sale of Equity		$ 126,700			126,700
Transaction cost incurred					$ 5,600
Repayment of intercompany loans and payables		$ 7,200
CureCell Co. Ltd [Member]
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items]
Equity Method Investment, Ownership Percentage						94.12%

SCHEDULE OF ANNUAL DEPRECIATION

SCHEDULE OF ANNUAL DEPRECIATION RATES, PROPERTY AND EQUIPMENT (Details)	12 Months Ended
	Dec. 31, 2020
Production Facility [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Weighted Average Useful Life	5 years
Production Facility [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Weighted Average Useful Life	10 years
Equipment [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Weighted Average Useful Life	2 years
Equipment [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Weighted Average Useful Life	7 years
Office Equipment [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Weighted Average Useful Life	3 years
Office Equipment [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Weighted Average Useful Life	17 years

SCHEDULE OF INTANGIBLE ASSETS A

SCHEDULE OF INTANGIBLE ASSETS AND THEIR USEFUL LIVE (Details)	12 Months Ended
	Dec. 31, 2020
Customer Relationships [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible assets and useful lives (Years)	10 years
Know-How [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible assets and useful lives (Years)	12 years
Technology [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible assets and useful lives (Years)	15 years

SIGNIFICANT ACCOUNTING POLICI_4

SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Goodwill, Impairment Loss	$ 0
Impairment of long-lived asset	$ 0	$ 0
Income tax examination, likelihood of unfavorable settlement percent	50.00%
Treasury Stock, Shares	55,309
Lease classification discription	When determining lease classification, the Company’s approach in assessing two of the mentioned criteria is: (i) generally 75% or more of the remaining economic life of the underlying asset is a major part of the remaining economic life of that underlying asset; and (ii) generally 90% or more of the fair value of the underlying asset comprises substantially all of the fair value of the underlying asset.
Income Tax Expense (Benefit)	$ 1,609	$ 229
Accounting Standards Update 2019-12 [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Income Tax Expense (Benefit)	$ 20,000

SCHEDULE OF DISCONTINUED OPERAT

SCHEDULE OF DISCONTINUED OPERATION AND BALANCE SHEETS (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items]
Revenues	$ 2,556	$ 31,053
Cost of revenues	1,482	18,318
Cost of research and development and research and development services, net	7	54
Amortization of intangible assets	137	1,631
Selling, general and administrative expenses	1,896	13,886
Other (income) expenses, net	305	(207)
Operating loss	1,271	2,629
Financial expenses (income), net	(29)	31
Loss before income taxes	1,242	2,660
Tax expenses (income)	(30)	792
Net loss from discontinuing operation, net of tax	1,212	3,452
Gain on disposal before income taxes	96,918
Provision for income taxes
Gain on disposal	96,918
Net profit (loss) from discontinuing operation, net of tax	95,706	(3,452)
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 (mainly Know How)		10,858
Operating lease right-of-use assets		8,860
Goodwill		10,129
Other assets		47
TOTAL CURRENT ASSETS OF DISCONTINUED OPERATIONS		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 CURRENT LIABILITIES OF DISCONTINUED OPERATIONS		31,586
Property, plants and equipment, net and right-of-use assets		31,009
Net cash flows provided by (used in) operating activities	(2,409)	(1,248)
Net cash flows used in investing activities	(579)	(11,621)
Net cash flows (used in) provided by financing activities	$ (51)	12,570
UNITED STATES
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items]
Property, plants and equipment, net and right-of-use assets		16,707
BELGIUM
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items]
Property, plants and equipment, net and right-of-use assets		$ 14,302

SCHEDULE OF DISAGGREGATION OF R

SCHEDULE OF DISAGGREGATION OF REVENUE RELATED TO DISCONTINUED OPERATIONS (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items]
Disposal Group, Including Discontinued Operation, Revenue	$ 2,556	$ 31,053
Cell Process Development Services [Member]
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items]
Disposal Group, Including Discontinued Operation, Revenue	2,556	20,834
Tech Transfer Services [Member]
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items]
Disposal Group, Including Discontinued Operation, Revenue		5,396
Cell Manufacturing Services [Member]
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items]
Disposal Group, Including Discontinued Operation, Revenue		$ 4,823

DISCONTINUED OPERATION (Details

DISCONTINUED OPERATION (Details Narrative) - USD ($) $ in Thousands	Feb. 10, 2020	Feb. 02, 2020	Feb. 29, 2020	Dec. 31, 2020	Dec. 31, 2019
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items]
Proceeds from Issuance or Sale of Equity				$ 8,738
Masthercell [Member] | Securities Purchase Agreement [Member]
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items]
Percentage of outstanding equity interests		100.00%	100.00%
Aggregate nominal purchase price of outstanding equity interests		$ 315,000	$ 315,000
Proceeds from Issuance or Sale of Equity	$ 126,700		$ 126,700
Repayment of intercompany loans and payables	7,200
Masthercell S A [Member]
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items]
Repayment of intercompany loans and payables	$ 4,600

SUMMARY OF ASSETS ACQUIRED AND

SUMMARY OF ASSETS ACQUIRED AND LIABILITIES ASSUMED (Details) $ in Thousands	Dec. 31, 2020USD ($)
Acquired Finite-Lived Intangible Assets [Line Items]
Fair value of 8.8% of shared issued *	$ 11,172	[1]
Cash payment	1,115
Total consideration transferred	12,287
Cash and cash equivalents	8
Restricted Cash	152
Accounts Receivable	228
Inventory	34
Other assets	25
Property, plants and equipment, net	482
Operating lease right-of-use assets	238
Goodwill	3,704	[2]
Total assets	14,852
Operating leases	238
Accounts Payable	216
Accrued Expenses	4
Orgenesis Inc loan	651
Deferred taxes	1,293
Notes Payable	162
Other liabilities	1
Total liabilities	2,565
Total consideration transferred	12,287
Kyslecel Technology [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Other intangible assets	9,340	[3]
IPR&D [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Other intangible assets	$ 641	[3]
[1]	Fair value of the consideration is based on the company’s market share price.
[2]	The primary items that generate goodwill include the value of the synergies between the acquired company and the Company and the acquired assembled workforce, neither of which qualifies for recognition as an intangible asset. The Goodwill is not deductible for tax purposes.
[3]	The allocation of the purchase price to the net assets acquired and liabilities assumed resulted in the recognition of other intangible assets which comprised of: Kyslecel Technology of $ 9,340 641 15

SUMMARY OF ASSETS ACQUIRED AN_2

SUMMARY OF ASSETS ACQUIRED AND LIABILITIES ASSUMED (Details) (Parenthetical) $ in Thousands	12 Months Ended
	Dec. 31, 2020USD ($)
Acquired Finite-Lived Intangible Assets [Line Items]
Fair value percentage of shares issued	8.80%
Kyslecel Technology [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Other intangible assets	$ 9,340	[1]
Useful life	15 years
IPR&D [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Other intangible assets	$ 641	[1]
[1]	The allocation of the purchase price to the net assets acquired and liabilities assumed resulted in the recognition of other intangible assets which comprised of: Kyslecel Technology of $ 9,340 641 15

SCHEDULE OF UNAUDITED SUPPLEMEN

SCHEDULE OF UNAUDITED SUPPLEMENTAL PRO FORMA (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Acquired Indefinite-lived Intangible Assets [Line Items]
Revenues	$ 6,177	$ 2,629
Net loss	$ (579)	$ 26,041
Basic	$ (0.29)	$ 1.77
Koligo Therapeutics Inc [Member]
Acquired Indefinite-lived Intangible Assets [Line Items]
Revenues	$ 8,239	$ 4,398
Net loss	$ 318	$ 27,263
Basic	$ 0.05	$ 1.91

ACQUISITION AND REORGANIZATIO_2

ACQUISITION AND REORGANIZATION (Details Narrative) - USD ($)	Oct. 15, 2020	Apr. 07, 2020	Aug. 07, 2019	Dec. 31, 2020	Dec. 31, 2019
Acquired Indefinite-lived Intangible Assets [Line Items]
Stock issued during period value acquisitions				$ 11,172,000
Research and Development Expense				83,986,000	$ 14,014,000
Net Loss				(1,110,000)	$ 24,121,000
Maxima Group L L C [Member]
Acquired Indefinite-lived Intangible Assets [Line Items]
Shares issued, acquisition	66,910
Registration Rightsand Lock Up Agreement [Member] | Long Hill And Maxim Group L L C [Member]
Acquired Indefinite-lived Intangible Assets [Line Items]
Restriction on sale of shares percentage	10.00%
Restriction period, description	(a) in relation to 70% of all of the shares received in the Merger that Long Hill is entitled to receive under or in connection with the Merger Agreement, the period beginning on the date of the closing and ending on the date that is the four month anniversary thereof, and (b) in relation to the remaining 30% of all of the shares received in the Merger that Long Hill is entitled to receive under or in connection with the Merger Agreement, the period beginning on the date of the closing and ending on the date that is the twelve month anniversary thereof
Transfer Agreement [Member]
Acquired Indefinite-lived Intangible Assets [Line Items]
Transfer of equity interests			$ 1
Tamir Biotechnology Inc [Member] | Tamir Purchase Agreement [Member]
Acquired Indefinite-lived Intangible Assets [Line Items]
Stock issued during period value acquisitions		$ 2,500,000
Shares issued, acquisition		3,400,000
Business Combination, Consideration Transferred		$ 20,200,000
Cash held in escrow account		$ 59,000
Number of shares deposit in escrow account		340,000
Total consideration		$ 4,500,000
Research and Development Expense		$ 19,500,000
Shares Issued, Price Per Share		$ 5.26
Koligo Therapeutics Inc [Member]
Acquired Indefinite-lived Intangible Assets [Line Items]
Net Loss				513,000
Acquisition-related expenses				$ 682,000
Koligo Therapeutics Inc [Member] | Material Definitive Agreement [Member]
Acquired Indefinite-lived Intangible Assets [Line Items]
Shares issued, acquisition	2,061,713
Cash held in escrow account	$ 7,000
Cash paid to accredited investors	$ 20,000
Shares Issued, Price Per Share	$ 5.26
Shares held in escrow	328,587
Additional cash consideration	$ 500,000
Reduction in consideration payable	$ 100,000

SCHEDULE OF COMPONENTS OF PROPE

SCHEDULE OF COMPONENTS OF PROPERTY, PLANTS AND EQUIPMENT (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Line Items]
Cost	$ 5,262	$ 3,743
Less accumulated depreciation	(2,189)	(1,438)
Total	3,073	2,305
Production Facility [Member]
Property, Plant and Equipment [Line Items]
Cost	2,801	2,481
Office Furniture and Computers [Member]
Property, Plant and Equipment [Line Items]
Cost	697	606
Lab Equipment [Member]
Property, Plant and Equipment [Line Items]
Cost	1,483	656
Advance Payment [Member]
Property, Plant and Equipment [Line Items]
Cost	$ 281

SCHEDULE OF PROPERTY, PLANT AND

SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT BY GEOGRAPHICAL LOCATION (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items]
Property, plants and equipment, net	$ 3,073	$ 2,305
BELGIUM
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items]
Property, plants and equipment, net	358
KOREA, REPUBLIC OF
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items]
Property, plants and equipment, net	839	983
ISRAEL
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items]
Property, plants and equipment, net	1,386	1,322
UNITED STATES
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items]
Property, plants and equipment, net	$ 490

PROPERTY, PLANTS AND EQUIPMEN_2

PROPERTY, PLANTS AND EQUIPMENT (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Abstract]
Depreciation	$ 705	$ 634

SCHEDULE OF GOODWILL (Details)

SCHEDULE OF GOODWILL (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill, Beginning Balance	$ 4,812	$ 4,942
Goodwill as acquired	3,704
Translation differences	229	(130)
Goodwill, Ending Balance	$ 8,745	$ 4,812

SCHEDULE OF OTHER INTANGIBLE AS

SCHEDULE OF OTHER INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 14,037	$ 3,886
Accumulated amortization	(1,014)	(538)
Net carrying amount of other intangible assets	13,023	3,348
Know-How [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	3,170	2,991
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	886	895
Kyslecel Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	9,340
IPR&D [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 641

SCHEDULE OF ESTIMATED AGGREGATE

SCHEDULE OF ESTIMATED AGGREGATE AMORTIZATION EXPENSES (Details) $ in Thousands	Dec. 31, 2020USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expenses, 2021	$ 965
Amortization expenses, 2022 to 2025	$ 3,910

INTANGIBLE ASSETS AND GOODWIL_2

INTANGIBLE ASSETS AND GOODWILL (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of Intangible Assets	$ 478	$ 430

SCHEDULE OF LONG TERM CONVERTIB

SCHEDULE OF LONG TERM CONVERTIBLE LOANS (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
		Dec. 31, 2020	Dec. 31, 2019
Debt Instrument [Line Items]
Repaid, Principal Amount		$ 2,400
Convertible Loans One [Member]
Debt Instrument [Line Items]
Principal Amount		$ 1,000	$ 1,500
Issuance Year		2018	2018
Interest Rate		2.00%	2.00%
Maturity Period		3 years	3 years
Exercise Price	[1]	$ 7	$ 7
BCF		$ 71	$ 124
Warrants exercise price		$ 7
Convertible Loans Two [Member]
Debt Instrument [Line Items]
Principal Amount		$ 9,500	$ 11,400
Issuance Year		2019	2019
Exercise Price	[2]	$ 7	$ 7
BCF
Warrants exercise price		$ 7
Convertible Loans Two [Member] | Minimum [Member]
Debt Instrument [Line Items]
Interest Rate		6.00%	6.00%
Maturity Period		2 years	2 years
Convertible Loans Two [Member] | Maximum [Member]
Debt Instrument [Line Items]
Interest Rate		8.00%	8.00%
Maturity Period		5 years	5 years
Convertible Loans Three [Member]
Debt Instrument [Line Items]
Principal Amount		$ 250
Issuance Year		2020
Interest Rate		8.00%
Maturity Period		2 years
Exercise Price	[3]	$ 7
BCF
Warrants exercise price		$ 7
Convertible Loans [Member]
Debt Instrument [Line Items]
Principal Amount		$ 10,750	$ 12,900
Repaid, Principal Amount		$ 2,400
Two Percentage Convertible Loans Two [Member]
Debt Instrument [Line Items]
Issuance Year		2018
Interest Rate		2.00%
Exercise Price		$ 7
Repaid, Principal Amount		$ 500
Repaid, Maturity Period		26 days
Repaid, BCF		$ 53
Six Percentage Convertible Loans Two [Member]
Debt Instrument [Line Items]
Issuance Year		2019
Interest Rate		6.00%
Exercise Price		$ 7
Repaid, Principal Amount		$ 500
Repaid, Maturity Period		8 days
Repaid, BCF
Eight Percetage Convertible Loans Two [Member]
Debt Instrument [Line Items]
Issuance Year		2019
Interest Rate		8.00%
Exercise Price		$ 7
Repaid, Principal Amount		$ 1,400
Repaid, Maturity Period		23 days
Repaid, BCF
[1]	The holders, at their option, may convert the outstanding principal amount and accrued interest under this note into a total of 148,838 148,838 three-year 148,838 7 In the initial two years, the holders have the right to convert the outstanding principal amount and accrued interest into shares of capital stock of Hemogenyx-Cell or Immugenyx, LLC according under the relevant note agreement, subsidiaries of Hemogenyx Pharmaceuticals Plc, at a price per share based on a pre-money valuation of Hemogenyx-Cell or Immugenyx, LLC of $ 12 8
[2]	The holders, at their option, may convert the outstanding principal amount and accrued interest under this note into a total of 1,443,734 1,053,503 three-year 1,053,503 7 2,500
[3]	The holders, at their option, may convert the outstanding principal amount and accrued interest under this note into a total of 38,559 7

SCHEDULE OF LONG TERM CONVERT_2

SCHEDULE OF LONG TERM CONVERTIBLE LOANS (Details) (Parenthetical) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Debt Instrument [Line Items]
Current maturities of convertible loans	$ 3,974	$ 416
Hemogenyx Cel [Member]
Debt Instrument [Line Items]
Pre-money valuation	12,000
Immugenyx, Llc [Member]
Debt Instrument [Line Items]
Pre-money valuation	$ 8,000
Convertible Loans One [Member]
Debt Instrument [Line Items]
Stock issued during period, conversion of convertible securities	148,838
Number of warrant may be converted	148,838
Warrants exercise, term	3 years
Warrants exercise price	$ 7
Convertible Loans One [Member] | Common Stock [Member]
Debt Instrument [Line Items]
Number of warrant may be converted	148,838
Convertible Loans Two [Member]
Debt Instrument [Line Items]
Stock issued during period, conversion of convertible securities	1,443,734
Number of warrant may be converted	1,053,503
Warrants exercise, term	3 years
Warrants exercise price	$ 7
Current maturities of convertible loans	$ 2,500
Convertible Loans Two [Member] | Common Stock [Member]
Debt Instrument [Line Items]
Number of warrant may be converted	1,053,503
Convertible Loans Three [Member]
Debt Instrument [Line Items]
Stock issued during period, conversion of convertible securities	38,559
Warrants exercise price	$ 7

CONVERTIBLE LOANS (Details Narr

CONVERTIBLE LOANS (Details Narrative) $ / shares in Units, $ in Thousands, ₪ in Millions		Jan. 03, 2020USD ($)	Nov. 02, 2016USD ($)	Nov. 02, 2016ILS (₪)	Dec. 31, 2020USD ($)$ / sharesshares	Feb. 29, 2020USD ($)	Jan. 31, 2020USD ($)	Dec. 31, 2019USD ($)$ / sharesshares	Nov. 30, 2019USD ($)	Oct. 31, 2019USD ($)	Jun. 30, 2019USD ($)$ / shares	May 31, 2019USD ($)$ / shares	Apr. 30, 2019USD ($)$ / shares	Dec. 31, 2018USD ($)	Apr. 30, 2018shares	Dec. 31, 2020USD ($)$ / sharesshares	Dec. 31, 2019USD ($)$ / sharesshares	Jan. 02, 2020$ / sharesshares	Mar. 31, 2018USD ($)$ / shares
Debt Instrument [Line Items]
Proceeds from Convertible Debt																$ 250	$ 11,400
Common stock, par value | $ / shares					$ 0.0001			$ 0.0001								$ 0.0001	$ 0.0001
Convertible Loans One [Member]
Debt Instrument [Line Items]
Warrants exercise, term					3 years											3 years
Warrants exercise price | $ / shares					$ 7											$ 7
Conversion price per share | $ / shares	[1]				$ 7			$ 7								$ 7	$ 7
Interest rate					2.00%			2.00%								2.00%	2.00%
Number of warrant to purchase | shares					148,838											148,838
Convertible Loan Agreement [Member] | Investor [Member] | Convertible Loans One [Member]
Debt Instrument [Line Items]
Proceeds from Convertible Debt													$ 500
Warrants exercise, term													3 years
Warrants exercise price | $ / shares													$ 7
Valuation of shares													$ 50,000
Private Placement Subscription Agreement [Member] | Investor [Member]
Debt Instrument [Line Items]
Warrants exercise price | $ / shares								$ 7			$ 7	$ 7					$ 7	$ 7
Aggregate amount of debt		$ 250						$ 250			$ 2,000	$ 5,000
Conversion price per share | $ / shares											$ 7	$ 7
Transaction costs												$ 497
Allocated share-based compensation expense												$ 97
Number of warrant to purchase | shares								183,481									183,481	151,428
Warrants amount								$ 124									$ 124
Six Percentage Convertible Loan Agreement [Member] | Investor [Member]
Debt Instrument [Line Items]
Warrants exercise price | $ / shares												$ 7
Aggregate amount of debt												$ 5,000
Conversion price per share | $ / shares												$ 7
Interest rate												6.00%
Credit Line Agreements [Member]
Debt Instrument [Line Items]
Conversion price per share | $ / shares					$ 7											$ 7
Interest rate					8.00%											8.00%
Proceeds from lines of credit																	3,650
Common stock, par value | $ / shares					$ 0.0001											$ 0.0001
Modification of the existing warrants					$ 145											$ 145
Warrants amount					370											370
Repayments of lines o credit																2,400
Interest expense																$ 372
Credit Line Agreements [Member] | Non U S Investor [Member]
Debt Instrument [Line Items]
Aggregate credit line amount										$ 5,000
Proceeds from lines of credit					$ 2,000	$ 1,000	$ 1,000	1,000	$ 1,000	1,000
Credit Line Agreements [Member] | Non U S Investor Three [Member]
Debt Instrument [Line Items]
Warrants exercise, term					3 years											3 years
Warrants exercise price | $ / shares					$ 7											$ 7
Aggregate credit line amount										1,250
Proceeds from lines of credit					$ 500	250	250	250	250	250
Number of warrant to purchase | shares					50,000											50,000
Credit Line Agreements [Member] | Non U S Investor One [Member]
Debt Instrument [Line Items]
Warrants exercise, term					3 years											3 years
Warrants exercise price | $ / shares					$ 7											$ 7
Aggregate credit line amount										1,250
Proceeds from lines of credit					$ 500	250	250	250	250	250
Number of warrant to purchase | shares					50,000											50,000
Credit Line Agreements [Member] | Non U S Investor Two [Member]
Debt Instrument [Line Items]
Warrants exercise, term					3 years											3 years
Warrants exercise price | $ / shares					$ 7											$ 7
Aggregate credit line amount										1,250
Proceeds from lines of credit					$ 500	250	250	250	250	250
Number of warrant to purchase | shares					50,000											50,000
Credit Line Agreements [Member] | Non U S Investor Four [Member]
Debt Instrument [Line Items]
Warrants exercise, term					3 years											3 years
Warrants exercise price | $ / shares					$ 7											$ 7
Aggregate credit line amount										1,250
Proceeds from lines of credit					$ 500	$ 250	$ 250	$ 250	$ 250	$ 250
Number of warrant to purchase | shares					50,000											50,000
Credit Line Agreements [Member] | Investor One [Member]
Debt Instrument [Line Items]
Proceeds from lines of credit																	1,150
Credit Line Agreements [Member] | Investor Two [Member]
Debt Instrument [Line Items]
Proceeds from lines of credit																	1,000
Credit Line Agreements [Member] | Two Other Investor Two [Member]
Debt Instrument [Line Items]
Proceeds from lines of credit																	$ 750
Controlled Equity Offering Sales Agreement [Member]
Debt Instrument [Line Items]
Aggregate amount of debt			$ 280
Interest rate			2.00%	2.00%
Debt instrument, maturity date			May 1, 2017	May 1, 2017
Convertible debt																			$ 383
Convertible warrant exercise price | $ / shares																			$ 0.52
Number of shares issued | shares															107,985
Controlled Equity Offering Sales Agreement [Member] | Israel, New Shekels
Debt Instrument [Line Items]
Aggregate amount of debt | ₪				₪ 1
Controlled Equity Offering Sales Agreement [Member] | Cantor Fitzgerald & Co. [Member]
Debt Instrument [Line Items]
Proceeds from issuance of common stock														$ 25,000
Percentage of commission														3.00%
[1]	The holders, at their option, may convert the outstanding principal amount and accrued interest under this note into a total of 148,838 148,838 three-year 148,838 7 In the initial two years, the holders have the right to convert the outstanding principal amount and accrued interest into shares of capital stock of Hemogenyx-Cell or Immugenyx, LLC according under the relevant note agreement, subsidiaries of Hemogenyx Pharmaceuticals Plc, at a price per share based on a pre-money valuation of Hemogenyx-Cell or Immugenyx, LLC of $ 12 8

SCHEDULE OF LOANS (Details)

SCHEDULE OF LOANS (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Extinguishment of Debt [Line Items]
Total loans	$ 145	$ 391
Short Term Loan One [Member] | Korea (South), Won
Extinguishment of Debt [Line Items]
Interest Rate	3.61%
Total loans		260
Short Term Loans Two [Member] | Korea (South), Won
Extinguishment of Debt [Line Items]
Interest Rate	6.00%
Total loans		131
Short Term Loans Three [Member]
Extinguishment of Debt [Line Items]
Interest Rate	1.00%
Total loans	$ 145

SCHEDULE OF LEASE-RELATED ASSET

SCHEDULE OF LEASE-RELATED ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Leases [Abstract]
Operating lease right-of-use assets	$ 1,474	$ 725
Property, plants and equipment, gross	99
Accumulated depreciation	(17)
Property and equipment, net	82
Current maturities of operating leases	485	357
Current maturities of long-term finance leases	19
Non-current operating leases	1,020	455
Long-term finance leases	$ 64
Weighted Average Remaining Lease Term, Operating leases	3 years 4 months 24 days
Weighted Average Remaining Lease Term, Finance leases	4 years 2 months 12 days
Weighted Average Discount Rate, Operating leases	6.70%
Weighted Average Discount Rate, Finance leases	2.00%

SCHEDULE OF LEASE COSTS (Detail

SCHEDULE OF LEASE COSTS (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2020USD ($)
Leases [Abstract]
Operating lease cost:	$ 547
Amortization of leased assets	17
Interest on lease liabilities	3
Total finance lease cost	$ 20

SCHEDULE OF SUPPLEMENTAL CASHFL

SCHEDULE OF SUPPLEMENTAL CASHFLOW INFORMATION (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2020USD ($)
Leases [Abstract]
Operating leases	$ 515
Finance leases	42
Operating leases	967
Finance leases	$ 366

SCHEDULE OF FINANCE LEASE LIABI

SCHEDULE OF FINANCE LEASE LIABILITIES AND OPERATING LEASE LIABILITIES (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Leases [Abstract]
Operating Leases, 2021	$ 526
Finance Lease, 2021	20
Operating Leases, 2022	528
Finance Lease, 2022	20
Operating Leases, 2023	342
Finance Lease, 2023	20
Operating Leases, 2024	188
Finance Lease, 2024	20
Operating Leases, 2025	59
Finance Lease, 2025	4
Operating Leases, Total minimum lease payments	1,643
Finance Leases, Total minimum lease payments	84
Operating Leases, Less: amount of lease payments representing interest	(138)
Finance Lease, Less: amount of lease payments representing interest	(1)
Operating Leases, Present value of future minimum lease payments	1,505
Finance Lease, Present value of future minimum lease payments	83
Operating Leases, Less: Current leases obligations	(485)	$ (357)
Finance Lease, Less: Current leases obligations	(19)
Operating Leases, Long-term leases obligations	1,020	455
Finance Lease, Long-term leases obligations	$ 64

SCHEDULE OF RIGHT-OF-USE ASSETS

SCHEDULE OF RIGHT-OF-USE ASSETS BY GEOGRAPHICAL LOCATION (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items]
Operating lease right-of-use assets	$ 1,474	$ 725
KOREA, REPUBLIC OF
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items]
Operating lease right-of-use assets	683	145
ISRAEL
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items]
Operating lease right-of-use assets	496	580
UNITED STATES
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items]
Operating lease right-of-use assets	$ 295

LEASES (Details Narrative)

LEASES (Details Narrative)	Dec. 31, 2020
Manufacturing Facility [Member] | ISRAEL | Minimum [Member]
Lessee, Lease, Description [Line Items]
Leasing contracts period	3 years
Manufacturing Facility [Member] | ISRAEL | Maximum [Member]
Lessee, Lease, Description [Line Items]
Leasing contracts period	5 years
Research And Development Facilities [Member] | KOREA, REPUBLIC OF | Minimum [Member]
Lessee, Lease, Description [Line Items]
Leasing contracts period	2 years
Research And Development Facilities [Member] | KOREA, REPUBLIC OF | Maximum [Member]
Lessee, Lease, Description [Line Items]
Leasing contracts period	5 years
Offices [Member] | ISRAEL
Lessee, Lease, Description [Line Items]
Leasing contracts period	5 years

COMMITMENTS (Details Narrative)

COMMITMENTS (Details Narrative) € in Thousands, $ in Thousands

Oct. 08, 2016USD ($)

Oct. 08, 2016EUR (€)

Sep. 09, 2015USD ($)

Dec. 31, 2020USD ($)

Dec. 31, 2020EUR (€)

Dec. 19, 2016USD ($)

Dec. 19, 2016EUR (€)

May 26, 2016USD ($)

Apr. 30, 2016USD ($)

Apr. 30, 2016EUR (€)

Dec. 31, 2020USD ($)

Dec. 31, 2020EUR (€)

Dec. 31, 2019USD ($)

Dec. 31, 2017USD ($)

Dec. 31, 2020EUR (€)

Jul. 30, 2018USD ($)

Dec. 31, 2017EUR (€)

Oct. 08, 2016EUR (€)

Apr. 30, 2016EUR (€)

Dec. 31, 2014EUR (€)

Nov. 17, 2014USD ($)

Nov. 17, 2014EUR (€)

Jun. 30, 2014USD ($)

Loss Contingencies [Line Items]

Advance payments on account of grant

$ 692

$ 692

$ 523

Revenues, total

7,652

$ 3,899

Deduction Of Research And Development Expenses [Member]

Loss Contingencies [Line Items]

Deduction of research and development expenses

28

Maryland Technology Development Corporation [Member] | Maximum [Member]

Loss Contingencies [Line Items]

Grants receivable, noncurrent

$ 406

Department De La Gestion Financiere Direction De Lanalyse Financiere [Member]

Loss Contingencies [Line Items]

Other expenses

118

Other payables

106

106

Department De La Gestion Financiere Direction De Lanalyse Financiere [Member] | Europe [Member]

Loss Contingencies [Line Items]

Advance payments on account of grant | €

€ 80

€ 1,209

Other expenses | €

€ 96

Department De La Gestion Financiere Direction De Lanalyse Financiere [Member] | Research And Development Of Potential Cure For Type One Diabetes [Member]

Loss Contingencies [Line Items]

Grants receivable, noncurrent

$ 2,400

Department De La Gestion Financiere Direction De Lanalyse Financiere [Member] | Research And Development Of Potential Cure For Type One Diabetes [Member] | Europe [Member]

Loss Contingencies [Line Items]

Grants receivable, noncurrent | €

€ 1,800

€ 2,000

Department De La Gestion Financiere Direction De Lanalyse Financiere [Member] | Research And Development Of Potential Cure For Type One Diabetes [Member] | Europe [Member] | Revenue from grants [Member]

Loss Contingencies [Line Items]

Revenues, total

$ 1,200

Department De La Gestion Financiere Direction De Lanalyse Financiere [Member] | Industrial research part of research program [Member]

Loss Contingencies [Line Items]

Grants receivable, percentage of budgeted costs

70.00%

70.00%

Department De La Gestion Financiere Direction De Lanalyse Financiere [Member] | Industrial research part of research program [Member] | Europe [Member]

Loss Contingencies [Line Items]

Grants receivable, noncurrent | €

€ 1,085

Department De La Gestion Financiere Direction De Lanalyse Financiere [Member] | Experimental development part of research program [Member]

Loss Contingencies [Line Items]

Grants receivable, percentage of budgeted costs

60.00%

60.00%

Department De La Gestion Financiere Direction De Lanalyse Financiere [Member] | Experimental development part of research program [Member] | Europe [Member]

Loss Contingencies [Line Items]

Grants receivable, noncurrent | €

€ 930

Department De La Gestion Financiere Direction De Lanalyse Financiere [Member] | Development Of Potential Cure For Type One Diabetes [Member]

Loss Contingencies [Line Items]

Grants receivable, noncurrent

$ 1,500

Grants receivable, percentage of budgeted costs

55.00%

55.00%

Deduction of research and development expenses

437

Department De La Gestion Financiere Direction De Lanalyse Financiere [Member] | Development Of Potential Cure For Type One Diabetes [Member] | Revenue from grants [Member]

Loss Contingencies [Line Items]

Revenues, total

$ 800

537

Department De La Gestion Financiere Direction De Lanalyse Financiere [Member] | Development Of Potential Cure For Type One Diabetes [Member] | Europe [Member]

Loss Contingencies [Line Items]

Grants receivable, noncurrent | €

€ 1,300

Deduction of research and development expenses | €

358

Department De La Gestion Financiere Direction De Lanalyse Financiere [Member] | Development Of Potential Cure For Type One Diabetes [Member] | Europe [Member] | Revenue from grants [Member]

Loss Contingencies [Line Items]

Revenues, total | €

€ 717

438

Department De La Gestion Financiere Direction De Lanalyse Financiere [Member] | GMP production of AIP cells for two clinical trials that will be performed in Germany and Belgium [Member]

Loss Contingencies [Line Items]

Grants receivable, noncurrent

$ 12,800

Grants receivable, percentage of budgeted costs

55.00%

55.00%

Revenues, total

$ 7,000

$ 2,000

Department De La Gestion Financiere Direction De Lanalyse Financiere [Member] | GMP production of AIP cells for two clinical trials that will be performed in Germany and Belgium [Member] | Europe [Member]

Loss Contingencies [Line Items]

Grants receivable, noncurrent | €

€ 12,300

Revenues, total | €

€ 6,800

€ 1,700

Department De La Gestion Financiere Direction De Lanalyse Financiere [Member] | Deduction Of Research And Development Expenses [Member] | Europe [Member]

Loss Contingencies [Line Items]

Deduction of research and development expenses

1,700

53

Department De La Gestion Financiere Direction De Lanalyse Financiere [Member] | Research On Dermatitis Treatments And Wound Healing [Member]

Loss Contingencies [Line Items]

Grants receivable, noncurrent

$ 3,500

$ 3,500

Grants receivable, percentage of budgeted costs

60.00%

60.00%

60.00%

Revenues, total

$ 2,100

$ 366

Department De La Gestion Financiere Direction De Lanalyse Financiere [Member] | Research On Dermatitis Treatments And Wound Healing [Member] | Europe [Member]

Loss Contingencies [Line Items]

Grants receivable, noncurrent | €

€ 2,900

Revenues, total | €

€ 1,700

€ 301

Israelus Binational Industrial Research And Development Foundation [Member]

Loss Contingencies [Line Items]

Grants receivable, noncurrent

$ 400

Revenues, total

299

Repayments of grant, percentage of gross sales

5.00%

Koreaisrael Industrial Research And Development Foundation [Member]

Loss Contingencies [Line Items]

Grants receivable, noncurrent

$ 400

Revenues, total

440

Repayments of grant, percentage of gross sales

2.50%

BIRD Secant [Member]

Loss Contingencies [Line Items]

Grants receivable, noncurrent

$ 450

O B I [Member]

Loss Contingencies [Line Items]

Grants receivable, noncurrent

$ 425

$ 425

COLLABORATION AND LICENSE AGR_2

COLLABORATION AND LICENSE AGREEMENTS (Details Narrative) - USD ($)

Jan. 01, 2022

Dec. 31, 2020

Apr. 07, 2020

Nov. 25, 2018

Nov. 25, 2018

Oct. 16, 2018

Jan. 28, 2018

Feb. 02, 2012

Dec. 31, 2020

Dec. 31, 2019

Dec. 31, 2020

Dec. 31, 2019

Dec. 31, 2018

Oct. 18, 2018

Entity Listings [Line Items]

Research and development expense

$ 83,986,000

$ 14,014,000

Caerus Therapeutics Inc [Member]

Entity Listings [Line Items]

Percentage of ownership

51.00%

51.00%

51.00%

Number of options issued

70,000

Research and development expense

$ 200,000

Maximum [Member] | Tissue Genesis L L C [Member]

Entity Listings [Line Items]

Future milestone payments

$ 500,000

$ 500,000

$ 500,000

Royalty Expense

4,000,000

Maximum [Member] | Caerus Therapeutics Inc [Member]

Entity Listings [Line Items]

Royalty of net sales, percentage

5.00%

Sublicensing fees, percentage

18.00%

Tamir Purchase Agreement [Member] | Tamir Biotechnology Inc [Member]

Entity Listings [Line Items]

Research and development expense

$ 19,500,000

Royalty percentage

10.00%

Tamir Purchase Agreement [Member] | Maximum [Member] | Tamir Biotechnology Inc [Member]

Entity Listings [Line Items]

Future milestone payments

$ 11,000,000

Royalty Expense

$ 35,000,000

Hemogenyx Pharmaceuticals PLC. [Member]

Entity Listings [Line Items]

Convertible loan

$ 1,000,000

Reduction rate of royalty percentage

12.00%

Hemogenyx Pharmaceuticals PLC. [Member] | Sales Milestone [Member]

Entity Listings [Line Items]

Convertible loan

$ 150,000,000

Immugenyx, Llc [Member]

Entity Listings [Line Items]

Convertible loan

$ 1,000,000

Pre-money valuation

8,000,000

8,000,000

$ 8,000,000

SBH Sciences, Inc [member]

Entity Listings [Line Items]

Transfer for prior establishment

$ 50,000

Research And Development Costs [Member] | Hemogenyx Pharmaceuticals PLC. [Member]

Entity Listings [Line Items]

Convertible loan

250,000

250,000

250,000

$ 750,000

Research And Development Costs [Member] | Immugenyx, Llc [Member]

Entity Listings [Line Items]

Convertible loan

250,000

250,000

250,000

$ 750,000

Adva Biotechnology Ltd. [Member]

Entity Listings [Line Items]

Commitment

$ 760,000

Termination description

The MSA shall remain in effect for 10 years unless earlier terminated in accordance with its terms.

Tel Hashomer Medical Research, Infrastructure and Services Ltd (THM). [Member]

Entity Listings [Line Items]

Commitment

$ 15,000

Royalty of net sales, percentage

3.50%

Sublicensing fees, percentage

16.00%

Commitment, shares of common stock

463,651

Commitment, shares of common stock of Israeli subsidiary

1,000

Tel Hashomer Medical Research, Infrastructure and Services Ltd (THM). [Member] | On the date of initiation of phase I clinical trials in human subjects [Member]

Entity Listings [Line Items]

Commitment

$ 50,000

Tel Hashomer Medical Research, Infrastructure and Services Ltd (THM). [Member] | On the date of initiation of phase II clinical trials in human subject [Member]

Entity Listings [Line Items]

Commitment

50,000

Tel Hashomer Medical Research, Infrastructure and Services Ltd (THM). [Member] | On the date of initiation of phase III clinical trials in human subjects [Member]

Entity Listings [Line Items]

Commitment

150,000

Tel Hashomer Medical Research, Infrastructure and Services Ltd (THM). [Member] | On the date of initiation of issuance of an approval for marketing of the first product by the FDA [Member]

Entity Listings [Line Items]

Commitment

750,000

Tel Hashomer Medical Research, Infrastructure and Services Ltd (THM). [Member] | When Worldwide Net Sales Of Products Have Reached The Amount Of One Five Zero Million For The First Time [Member]

Entity Listings [Line Items]

Commitment

$ 2,000,000

Immu Agreement [Member] | Immugenyx, Llc [Member]

Entity Listings [Line Items]

Reduction rate of royalty percentage

12.00%

BG Negev Technologies and Applications (BGN) [Member]

Entity Listings [Line Items]

Commitment

$ 10,000

$ 10,000

Sublicensing fees, percentage

20.00%

BG Negev Technologies and Applications (BGN) [Member] | Minimum [Member]

Entity Listings [Line Items]

Royalty of net sales, percentage

4.00%

Reduction rate of royalty percentage

4.00%

BG Negev Technologies and Applications (BGN) [Member] | Maximum [Member]

Entity Listings [Line Items]

Royalty of net sales, percentage

7.00%

Reduction rate of royalty percentage

5.00%

Collaboration agreement [Member]

Entity Listings [Line Items]

Pre-money valuation

12,500,000

12,500,000

12,500,000

Proceeds from advance payment of grant

$ 500,000

Percentage of gross revenues

4.00%

Collaboration agreement [Member] | Minimum [Member]

Entity Listings [Line Items]

Loans receivable net

1,750,000

1,750,000

$ 1,750,000

Additional Funds Invest

500,000

500,000

500,000

Collaboration agreement [Member] | Maximum [Member]

Entity Listings [Line Items]

Loans receivable net

3,000,000

3,000,000

3,000,000

Additional Funds Invest

$ 1,250,000

$ 1,250,000

1,250,000

Sponsored Research Agreement [Member]

Entity Listings [Line Items]

Payment for financial support to trust for study

300,000

Payment for financial support cumulative amount to trust for study

900,000

Payment for financial support to trust for study due every six months

$ 150,000

Columbia License Agreement [Member]

Entity Listings [Line Items]

Royalty of net sales, percentage

5.00%

Royalty of net sales of other product percentage

2.50%

Payment of fee upon the achievement of each regulatory milestone

$ 100,000

A I P Cells [Member] | Maryland Subsidiary [Member]

Entity Listings [Line Items]

Percentage of ownership

100.00%

100.00%

100.00%

California University Joint Research Agreement [member] | Maximum [Member]

Entity Listings [Line Items]

Royalty of net sales, percentage

5.00%

Sublicensing fees, percentage

20.00%

E V Ament [Member] | Extracellular Vesicle [Member]

Entity Listings [Line Items]

Research and development expense

$ 500,000

Broaden Joint Venture Agreement [Member] | Maryland Subsidiary [Member]

Entity Listings [Line Items]

Royalty of net sales, percentage

10.00%

Broaden Joint Venture Agreement [Member] | Maryland Subsidiary [Member] | Minimum [Member]

Entity Listings [Line Items]

Royalty of net sales, percentage

15.00%

Interest in joint venture

49.00%

49.00%

49.00%

Broaden Joint Venture Agreement [Member] | Maryland Subsidiary [Member] | Maximum [Member]

Entity Listings [Line Items]

Interest in joint venture

50.00%

50.00%

50.00%

Joint Venture Agreement [Member]

Entity Listings [Line Items]

Convertible loan advanced to joint venture, interest rate

6.00%

Joint Venture Agreement [Member] | Minimum [Member]

Entity Listings [Line Items]

Convertible loan advanced to joint venture

$ 5,000,000

Joint Venture Agreement [Member] | Maximum [Member]

Entity Listings [Line Items]

Payment for consideration

$ 500,000

Joint Venture Agreement [Member] | Kinerjapay Corp [Member]

Entity Listings [Line Items]

Royalty of net sales, percentage

51.00%

Royalty of net sales of other product percentage

10.00%

SCHEDULE OF CHANGES IN INVESTME

SCHEDULE OF CHANGES IN INVESTMENTS (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2020USD ($)
Investments in and Advances to Affiliates [Abstract]
Opening balance
Investments during the period	69
Share in net income of associated companies	106
Ending balance	$ 175

INVESTMENTS IN ASSOCIATES, NE_2

INVESTMENTS IN ASSOCIATES, NET (Details Narrative)	Oct. 31, 2020
T L A B S [Member]
Schedule of Investments [Line Items]
Investments in associate percentage of ownership	50.00%
Butterfly Biosciences Sarl [Member]
Schedule of Investments [Line Items]
Investments in associate percentage of ownership	49.00%
Kidney Cure J V A [Member]
Schedule of Investments [Line Items]
Investments in associate percentage of ownership	51.00%

SCHEDULE OF WARRANTS ACTIVITY (

SCHEDULE OF WARRANTS ACTIVITY (Details) - $ / shares		12 Months Ended
		Dec. 31, 2020	Dec. 31, 2019
Equity [Abstract]
Number of Warrants - Warrants outstanding at the beginning of the period		6,010,087	6,286,351
Weighted Average Exercise Price - Warrants outstanding at the beginning of the period		$ 6.35	$ 6.29
Number of Warrants - Issued		1,344,606	471,980
Weighted Average Exercise Price - Issued		$ 5.64	$ 6.95
Number of Warrants - Expired		(284,452)	(748,244)
Weighted Average Exercise Price - Expired		$ 6.53	$ 6.24
Number of Warrants - Warrants outstanding and exercisable at the end of the period	[1]	7,070,241	6,010,087
Weighted Average Exercise Price - Warrants outstanding and exercisable at the end of the period	[1]	$ 6.20	$ 6.35
[1]	As of December 31, 2020 and December 31, 2019, there are no warrants that are subject to exercise price adjustments.

SCHEDULE OF TREASURY SHARES (De

SCHEDULE OF TREASURY SHARES (Details)	12 Months Ended
	Dec. 31, 2020$ / sharesshares
Equity [Abstract]
Number of Treasury Shares at the beginning of the period | shares
Weighted Average Price Paid Treasury Shares at the beginning of the period | $ / shares
Number of Treasury Shares Purchased | shares	55,309
Weighted Average Price Paid Treasury Shares Purchased | $ / shares	$ 4.47
Number of Treasury Shares at end of the period | shares	53,309
Weighted Average Price Paid Treasury Shares at end of the period | $ / shares	$ 4.47

EQUITY (Details Narrative)

EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Oct. 15, 2020	Sep. 26, 2020	Apr. 07, 2020	Jan. 20, 2020
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Offering expenses				$ 800
Maxima Group L L C [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock Issued During Period, Shares, Acquisitions	66,910
Securities Purchase Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Sale of Stock, Number of Shares Issued in Transaction				2,200,000
Sale of Stock, Price Per Share				$ 4.20
Warrant to purchase of common stock				1,000,000
Class of Warrant or Right, Exercise Price of Warrants or Rights				$ 5.50
Warrant exercisable, description				exercisable between June 2021 and January 2023.
Proceeds from Issuance of Private Placement				$ 9,240
Tamir Purchase Agreement [Member] | Tamir Biotechnology Inc [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Cash			$ 2,500
Stock Issued During Period, Shares, Acquisitions			3,400,000
Business Combination, Consideration Transferred			$ 20,200
Escrow Deposit			$ 59
Number of shares deposit in escrow account			340,000
Shares Issued, Price Per Share			$ 5.26
Merger Agreement [Member] | Koligo Therapeutics Inc [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Sale of Stock, Number of Shares Issued in Transaction		2,063,713
Cash		$ 20

SCHEDULE OF BASIC AND DILUTED L

SCHEDULE OF BASIC AND DILUTED LOSS PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Loss (income) per share:
Net loss from continuing operations attributable to Orgenesis Inc.	$ 95,088	$ 22,490
Net (income) loss from discontinued operations attributable to Orgenesis Inc. for loss per share	(96,198)	1,631
Adjustment of redeemable non-controlling interest to redemption amount	(5,160)	4,095
Basic: Net income (loss) available to common stockholders	(101,358)	5,726
Net (income) loss attributable to Orgenesis Inc. for loss per share	$ (6,270)	$ 28,216
Weighted average number of common shares outstanding	21,320,314	15,907,995
Loss per common share from continuing operations	$ 4.46	$ 1.41
Net (income) loss common share from discontinued operations	(4.75)	0.36
Net (income) loss per share	$ (0.29)	$ 1.77

INCOME (LOSS) PER SHARE (Detail

INCOME (LOSS) PER SHARE (Details Narrative)	12 Months Ended
	Dec. 31, 2020shares
Options and Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share amount	10,212,789
Shares Upon Conversion of Convertible Notes [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share amount	1,630,857

SCHEDULE OF EMPLOYEE STOCK OWNE

SCHEDULE OF EMPLOYEE STOCK OWNERSHIP PLAN DISCLOSURES (Details) - Options Granted To Employees [Member] - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
No. of options granted	676,500	144,500
Exercise price	$ 3.74	$ 4.15
Employees [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
No. of options granted	531,450	94,500
Stock options vesting period description	two years	two years
Fair value at grant	$ 1,312	$ 322
Expiration period	10 years	10 years
Employees [Member] | Minimum [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise price	$ 2.99	$ 3.14
Employees [Member] | Maximum [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise price	$ 6.84	$ 5.07
Director [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
No. of options granted	145,050	50,000
Exercise price		$ 2.99
Stock options vesting period description		One-year
Fair value at grant	$ 377	$ 103
Expiration period	10 years	10 years
Director [Member] | One Year Anniversary [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Stock options grant vesting period percentage	96.00%
Director [Member] | Three Equal Installments [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Stock options grant vesting period percentage	4.00%
Director [Member] | Minimum [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise price	$ 2.99
Director [Member] | Maximum [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise price	$ 4.7

SCHEDULE OF STOCK OPTIONS, VALU

SCHEDULE OF STOCK OPTIONS, VALUATION ASSUMPTIONS (Details) - $ / shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Options Granted To Employees [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Dividend yield	0.00%	0.00%
Options Granted To Non Employees [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Dividend yield	0.00%	0.00%
Expected term (years)	10 years	10 years
Minimum [Member] | Options Granted To Employees [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Value of one common share	$ 2.99	$ 2.99
Expected stock price volatility	80.00%	83.00%
Risk free interest rate	0.36%	1.45%
Expected term (years)	5 years 6 months	5 years 4 months 17 days
Minimum [Member] | Options Granted To Non Employees [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Value of one common share	$ 2.99	$ 3.14
Expected stock price volatility	86.00%	89.00%
Risk free interest rate	0.73%	1.52%
Maximum [Member] | Options Granted To Employees [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected stock price volatility	86.00%	88.00%
Risk free interest rate	1.71%	2.47%
Expected term (years)	6 years	5 years 6 months 21 days
Maximum [Member] | Options Granted To Non Employees [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Value of one common share	$ 6.84	$ 5.07
Expected stock price volatility	89.00%	92.00%
Risk free interest rate	1.12%	2.62%

SCHEDULE OF STOCK OPTIONS ACTIV

SCHEDULE OF STOCK OPTIONS ACTIVITY (Details) - $ / shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Options Granted To Employees [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Number of Options - Options outstanding at the end of the year	2,465,522	2,376,427
Weighted Average Exercise Price - Options outstanding at the end of the year	$ 4.44	$ 4.51
Number of Options - Granted	676,500	144,500
Weighted Average Exercise Price - Granted	$ 3.74	$ 4.15
Number of Options - Exercised
Weighted Average Exercise Price - Exercised
Number of Options - Expired	(11,876)	(16,750)
Weighted Average Exercise Price - Expired	$ 7.88	$ 6.01
Number of Options - Forfeited	(57,042)	(38,655)
Weighted Average Exercise Price - Forfeited	$ 4.52	$ 7.11
Number of Options - Cancelled	(155,437)
Weighted Average Exercise Price - Cancelled	$ 8.38
Number of Options - Options outstanding at the end of the year	2,917,667	2,465,522
Weighted Average Exercise Price - Options outstanding at the end of the year	$ 4.05	$ 4.44
Number of Options - Options exercisable at end of the year	2,299,937	2,112,567
Weighted Average Exercise Price - Options exercisable at end of the year	$ 4.03	$ 4.21
Options Granted To Non Employees [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Number of Options - Options outstanding at the end of the year	598,310	469,974
Weighted Average Exercise Price - Options outstanding at the end of the year	$ 5.76	$ 5.75
Number of Options - Granted	62,500	128,336
Weighted Average Exercise Price - Granted	$ 3.97	$ 5.65
Number of Options - Exercised	(83,334)
Weighted Average Exercise Price - Exercised	$ 3.60
Number of Options - Forfeited	(8,335)
Weighted Average Exercise Price - Forfeited	$ 5.99
Number of Options - Cancelled	(20,000)
Weighted Average Exercise Price - Cancelled	$ 5.30
Number of Options - Options outstanding at the end of the year	549,141	598,310
Weighted Average Exercise Price - Options outstanding at the end of the year	$ 5.89	$ 5.76
Number of Options - Options exercisable at end of the year	450,972	539,515
Weighted Average Exercise Price - Options exercisable at end of the year	$ 6.28	$ 5.88

SCHEDULE OF STOCK OPTIONS EXERC

SCHEDULE OF STOCK OPTIONS EXERCISABLE (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Options Granted To Employees [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 4.05	$ 4.44	$ 4.51
Number of Outstanding Options	2,917,667	2,465,522	2,376,427
Weighted Average Remaining Contractual Life	5 years 11 months 23 days
Aggregate Intrinsic Value	$ 4,006
Number of Exercisable Options	2,299,937	2,112,567
Aggregate Exercisable Options Value	$ 9,263
Options Granted To Employees [Member] | Exercise Price One [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 0.0012
Number of Outstanding Options	230,189
Weighted Average Remaining Contractual Life	3 years 7 months 20 days
Aggregate Intrinsic Value	$ 1,036
Number of Exercisable Options	230,189
Aggregate Exercisable Options Value	$ 0
Options Granted To Employees [Member] | Exercise Price Two [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 0.012
Number of Outstanding Options	510,017
Weighted Average Remaining Contractual Life	1 year 1 month 2 days
Aggregate Intrinsic Value	$ 2,289
Number of Exercisable Options	510,017
Aggregate Exercisable Options Value	$ 6
Options Granted To Employees [Member] | Exercise Price Three [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 2.99
Number of Outstanding Options	445,013
Weighted Average Remaining Contractual Life	9 years 1 month 24 days
Aggregate Intrinsic Value	$ 672
Number of Exercisable Options	174,208
Aggregate Exercisable Options Value	$ 521
Options Granted To Employees [Member] | Exercise Price Four [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 3.14
Number of Outstanding Options	3,750
Weighted Average Remaining Contractual Life	6 years 3 months 7 days
Aggregate Intrinsic Value	$ 5
Number of Exercisable Options	1,875
Aggregate Exercisable Options Value	$ 6
Options Granted To Employees [Member] | Exercise Price Five [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 4.42
Number of Outstanding Options	50,000
Weighted Average Remaining Contractual Life	6 years 11 months 4 days
Aggregate Intrinsic Value	$ 4
Number of Exercisable Options	50,000
Aggregate Exercisable Options Value	$ 221
Options Granted To Employees [Member] | Exercise Price Six [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 4.5
Number of Outstanding Options	34,000
Weighted Average Remaining Contractual Life	8 years 5 months 19 days
Aggregate Intrinsic Value
Number of Exercisable Options	23,938
Aggregate Exercisable Options Value	$ 108
Options Granted To Employees [Member] | Exercise Price Seven [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 4.6
Number of Outstanding Options	185,300
Weighted Average Remaining Contractual Life	9 years 11 months 15 days
Aggregate Intrinsic Value
Number of Exercisable Options
Aggregate Exercisable Options Value
Options Granted To Employees [Member] | Exercise Price Eighteen [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 4.7
Number of Outstanding Options	6,250
Weighted Average Remaining Contractual Life	9 years 10 days
Aggregate Intrinsic Value
Number of Exercisable Options
Aggregate Exercisable Options Value
Options Granted To Employees [Member] | Exercise Price Nine [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 4.8
Number of Outstanding Options	483,337
Weighted Average Remaining Contractual Life	5 years 11 months 8 days
Aggregate Intrinsic Value
Number of Exercisable Options	483,337
Aggregate Exercisable Options Value	$ 2,320
Options Granted To Employees [Member] | Exercise Price Ten [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 5.07
Number of Outstanding Options	53,250
Weighted Average Remaining Contractual Life	8 years 29 days
Aggregate Intrinsic Value
Number of Exercisable Options	39,750
Aggregate Exercisable Options Value	$ 202
Options Granted To Employees [Member] | Exercise Price Eleven [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 5.1
Number of Outstanding Options	63,000
Weighted Average Remaining Contractual Life	9 years 8 months 4 days
Aggregate Intrinsic Value
Number of Exercisable Options	7,875
Aggregate Exercisable Options Value	$ 40
Options Granted To Employees [Member] | Exercise Price Twelve [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 5.99
Number of Outstanding Options	352,550
Weighted Average Remaining Contractual Life	7 years 3 months 3 days
Aggregate Intrinsic Value
Number of Exercisable Options	290,488
Aggregate Exercisable Options Value	$ 1,740
Options Granted To Employees [Member] | Exercise Price Thirteen [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 6
Number of Outstanding Options	16,667
Weighted Average Remaining Contractual Life	3 years 7 months 2 days
Aggregate Intrinsic Value
Number of Exercisable Options	16,667
Aggregate Exercisable Options Value	$ 100
Options Granted To Employees [Member] | Exercise Price Fourteen [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 6.84
Number of Outstanding Options	17,000
Weighted Average Remaining Contractual Life	9 years 4 months 17 days
Aggregate Intrinsic Value
Number of Exercisable Options	4,250
Aggregate Exercisable Options Value	$ 29
Options Granted To Employees [Member] | Exercise Price Fifteen [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 7.2
Number of Outstanding Options	83,334
Weighted Average Remaining Contractual Life	6 years 5 months 4 days
Aggregate Intrinsic Value
Number of Exercisable Options	83,334
Aggregate Exercisable Options Value	$ 600
Options Granted To Employees [Member] | Exercise Price Sixteen [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 8.36
Number of Outstanding Options	250,001
Weighted Average Remaining Contractual Life	7 years 6 months
Aggregate Intrinsic Value
Number of Exercisable Options	250,001
Aggregate Exercisable Options Value	$ 2,090
Options Granted To Employees [Member] | Exercise Price Seventeen [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 8.91
Number of Outstanding Options	15,000
Weighted Average Remaining Contractual Life	7 years 5 months 15 days
Aggregate Intrinsic Value
Number of Exercisable Options	15,000
Aggregate Exercisable Options Value	$ 134
Options Granted To Employees [Member] | Exercise Price Eighteen [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 9
Number of Outstanding Options	20,834
Weighted Average Remaining Contractual Life	2 years 6 months 14 days
Aggregate Intrinsic Value
Number of Exercisable Options	20,834
Aggregate Exercisable Options Value	$ 187
Options Granted To Employees [Member] | Exercise Price Nineteen [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 9.48
Number of Outstanding Options	58,908
Weighted Average Remaining Contractual Life	1 year 6 months 7 days
Aggregate Intrinsic Value
Number of Exercisable Options	58,908
Aggregate Exercisable Options Value	$ 558
Options Granted To Employees [Member] | Exercise Price Twenty [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 10.2
Number of Outstanding Options	39,267
Weighted Average Remaining Contractual Life	1 year 5 months 1 day
Aggregate Intrinsic Value
Number of Exercisable Options	39,267
Aggregate Exercisable Options Value	$ 401
Options Granted To Non Employees [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 5.89	$ 5.76	$ 5.75
Number of Outstanding Options	549,141	598,310	469,974
Weighted Average Remaining Contractual Life	6 years 2 months 4 days
Aggregate Intrinsic Value	$ 240
Number of Exercisable Options	450,972	539,515
Aggregate Exercisable Options Value	$ 2,834
Options Granted To Non Employees [Member] | Exercise Price One [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 2.99
Number of Outstanding Options	35,000
Weighted Average Remaining Contractual Life	9 years 2 months 19 days
Aggregate Intrinsic Value	$ 53
Number of Exercisable Options
Aggregate Exercisable Options Value
Options Granted To Non Employees [Member] | Exercise Price Two [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 3.14
Number of Outstanding Options	15,000
Weighted Average Remaining Contractual Life	8 years 10 months 28 days
Aggregate Intrinsic Value	$ 20
Number of Exercisable Options
Aggregate Exercisable Options Value
Options Granted To Non Employees [Member] | Exercise Price Three [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 3.36
Number of Outstanding Options	136,775
Weighted Average Remaining Contractual Life	5 years 3 months 25 days
Aggregate Intrinsic Value	$ 156
Number of Exercisable Options	136,775
Aggregate Exercisable Options Value	$ 460
Options Granted To Non Employees [Member] | Exercise Price Four [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 4.09
Number of Outstanding Options	25,000
Weighted Average Remaining Contractual Life	8 years 9 months 3 days
Aggregate Intrinsic Value	$ 10
Number of Exercisable Options	25,000
Aggregate Exercisable Options Value	$ 102
Options Granted To Non Employees [Member] | Exercise Price Five [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 4.42
Number of Outstanding Options	10,325
Weighted Average Remaining Contractual Life	6 years 11 months 4 days
Aggregate Intrinsic Value	$ 1
Number of Exercisable Options	10,325
Aggregate Exercisable Options Value	$ 46
Options Granted To Non Employees [Member] | Exercise Price Six [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 4.5
Number of Outstanding Options	13,335
Weighted Average Remaining Contractual Life	8 years 6 months 10 days
Aggregate Intrinsic Value
Number of Exercisable Options
Aggregate Exercisable Options Value
Options Granted To Non Employees [Member] | Exercise Price Seven [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 4.6
Number of Outstanding Options	20,000
Weighted Average Remaining Contractual Life	9 years 11 months 15 days
Aggregate Intrinsic Value
Number of Exercisable Options
Aggregate Exercisable Options Value
Options Granted To Non Employees [Member] | Exercise Price Eighteen [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 4.8
Number of Outstanding Options	16,668
Weighted Average Remaining Contractual Life	5 years 11 months 8 days
Aggregate Intrinsic Value
Number of Exercisable Options	16,668
Aggregate Exercisable Options Value	$ 80
Options Granted To Non Employees [Member] | Exercise Price Nine [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 5.07
Number of Outstanding Options	5,000
Weighted Average Remaining Contractual Life	8 years 2 months 8 days
Aggregate Intrinsic Value
Number of Exercisable Options	1,000
Aggregate Exercisable Options Value	$ 5
Options Granted To Non Employees [Member] | Exercise Price Ten [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 5.3
Number of Outstanding Options	15,000
Weighted Average Remaining Contractual Life	7 years 8 months 12 days
Aggregate Intrinsic Value
Number of Exercisable Options	15,000
Aggregate Exercisable Options Value	$ 80
Options Granted To Non Employees [Member] | Exercise Price Eleven [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 5.99
Number of Outstanding Options	16,670
Weighted Average Remaining Contractual Life	7 years 9 months 21 days
Aggregate Intrinsic Value
Number of Exercisable Options	16,670
Aggregate Exercisable Options Value	$ 100
Options Granted To Non Employees [Member] | Exercise Price Twelve [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 6
Number of Outstanding Options	90,000
Weighted Average Remaining Contractual Life	3 years 7 months 2 days
Aggregate Intrinsic Value
Number of Exercisable Options	90,000
Aggregate Exercisable Options Value	$ 540
Options Granted To Non Employees [Member] | Exercise Price Thirteen [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 6.84
Number of Outstanding Options	7,500
Weighted Average Remaining Contractual Life	9 years 4 months 17 days
Aggregate Intrinsic Value
Number of Exercisable Options
Aggregate Exercisable Options Value
Options Granted To Non Employees [Member] | Exercise Price Fourteen [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 7
Number of Outstanding Options	70,000
Weighted Average Remaining Contractual Life	8 years 9 months 29 days
Aggregate Intrinsic Value
Number of Exercisable Options	70,000
Aggregate Exercisable Options Value	$ 490
Options Granted To Non Employees [Member] | Exercise Price Fifteen [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 7.32
Number of Outstanding Options	8,334
Weighted Average Remaining Contractual Life	1 year 10 months 20 days
Aggregate Intrinsic Value
Number of Exercisable Options	8,334
Aggregate Exercisable Options Value	$ 61
Options Granted To Non Employees [Member] | Exercise Price Sixteen [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 8.34
Number of Outstanding Options	8,600
Weighted Average Remaining Contractual Life	7 years 6 months 7 days
Aggregate Intrinsic Value
Number of Exercisable Options	8,600
Aggregate Exercisable Options Value	$ 72
Options Granted To Non Employees [Member] | Exercise Price Seventeen [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 8.43
Number of Outstanding Options	8,333
Weighted Average Remaining Contractual Life	7 years 18 days
Aggregate Intrinsic Value
Number of Exercisable Options	4,999
Aggregate Exercisable Options Value	$ 42
Options Granted To Non Employees [Member] | Exercise Price Eighteen [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 11.52
Number of Outstanding Options	8,334
Weighted Average Remaining Contractual Life	2 years 3 months 3 days
Aggregate Intrinsic Value
Number of Exercisable Options	8,334
Aggregate Exercisable Options Value	$ 96
Options Granted To Non Employees [Member] | Exercise Price Nineteen [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 16.8
Number of Outstanding Options	39,267
Weighted Average Remaining Contractual Life	1 year 3 months 10 days
Aggregate Intrinsic Value
Number of Exercisable Options	39,267
Aggregate Exercisable Options Value	$ 660

SCHEDULE OF STOCK OPTIONS GRANT

SCHEDULE OF STOCK OPTIONS GRANTED TO CONSULTANTS (Details) - Options Granted To Non Employees [Member] - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
No. of options granted	62,500	128,336
Exercise price	$ 3.97	$ 5.65
Vesting peirod description	two
Fair value at grant	$ 209	$ 394
Expiration period	10 years	10 years
Vesting period		5 years
Minimum [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise price	$ 2.99	$ 3.14
Maximum [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise price	$ 6.84	$ 7

STOCK-BASED COMPENSATION (Detai

STOCK-BASED COMPENSATION (Details Narrative) - USD ($)

Jan. 20, 2020

Jan. 02, 2020

Nov. 30, 2018

May 11, 2017

May 23, 2012

Dec. 31, 2019

Sep. 30, 2019

Sep. 30, 2019

Mar. 31, 2019

Dec. 31, 2018

Jul. 31, 2018

Jan. 31, 2018

Dec. 31, 2017

Dec. 31, 2020

Dec. 31, 2019

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Stock-based compensation

$ 2,847,000

$ 3,057,000

Number of common stock for services, value

1,377,000

893,000

[custom:FairValueOfSharesRecognizedOnGrantDate-0]

$ 82,000

96,000

82,000

Research and development expense

$ 83,986,000

$ 14,014,000

Number of additional shares restrictions on transfer

30,000

Success fee [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Number of warrants - issued

57,142

Class of warrant or right, grants in period, fair value

$ 97,000

Several Consultants [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Fair value of warrants

$ 350,000

Warrant, exercise price, decrease

$ 6.24

Warrant, exercise price, increase

$ 15.41

Number of warrants shares

78,782

Warrant term

3 years

Investor Relation Contact [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Number of common stock for services

40,174

Number of common stock for services, value

$ 178,000

Investor Relation Contact [Member] | Held Until Six Months Anniversary [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Number of common stock for services

20,087

Investor Relation Contact [Member] | Held Until One Year Anniversary [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Number of common stock for services

20,087

Non-Employees [Member] | Convertible Notes And Private Investment [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross

179,428

Fair value of granted

$ 350,000

Non-Employees [Member] | Several Consultants [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross

193,178

Warrant, exercise price, decrease

$ 3.14

Warrant, exercise price, increase

$ 5.34

Warrants term

three years

Fair value of granted

$ 378,000

Several Consultants [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Number of warrants - issued

88,499

Class of warrant or right, grants in period, fair value

$ 155,000

Consultant [Member] | Investor Relation Contact [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Number of common stock for services, value

$ 51,000

Stock issued during period, shares, restricted stock

10,000

195,000

Number of vested shares

10,000

10,000

Fair value of shares on vesting dates recognized during year

$ 37,000

Stock issued during period, value, restricted stock

$ 1,439,000

Consultant [Member] | Investor Relation Contact [Member] | vested on signing date[Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Number of vested shares

2,500

Consultant [Member] | Investor Relation Contact [Member] | Vest Monthly Over 3 Months [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Number of vested shares

7,500

Consultant [Member] | Separate Investor Relations Contact [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Stock issued during period, shares, restricted stock

40,000

Consultant [Member] | Separate Investor Relation Contact [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Number of common stock for services, value

$ 200,000

Number of vested shares

40,000

40,000

Fair value of shares on vesting dates recognized during year

$ 163,000

Consultant [Member] | Separate Investor Relation Contact [Member] | vested on signing date[Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Number of vested shares

6,667

50,000

Consultant [Member] | Separate Investor Relation Contact [Member] | Vest Monthly Over 3 Months [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Number of vested shares

33,333

145,000

Securities Purchase Agreement [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Number of shares issued

2,200,000

Share issued price per share

$ 4.20

Number of warrant may be converted

1,000,000

Warrant exercise price

$ 5.50

[custom:WarrantExercisableDescription]

exercisable between June 2021 and January 2023.

Proceeds from issuance of private placement

$ 9,240,000

Offering expenses

800,000

Fair value of warrants

$ 1,911,000

Private Placement Subscription Agreements [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Number of warrant may be converted

151,428

Warrant exercise price

$ 7

Fair value of warrants

$ 210,000

Aggregate amount of subscription agreement

$ 250,000

Conversion price per share

$ 7

Consulting Agreement [Member] | Consultant [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Warrant exercise price

$ 6.24

$ 6.24

Fair value of warrants

$ 88

$ 62,000

Fair value of granted

$ 171,000

Number of common stock for services

19,000

Number of common stock for services, value

$ 60

Number of warrants shares

6,629

Warrant term

3 years

3 years

Number of common stock issued

6,629

Masthercell Global [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross

450

360

Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount

$ 1,594,000

Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period

2 years 7 days

First Choice International Company, Inc. [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Joint venture agreement, shares issued for compensation of work already completed

525,000

Research and development expense

$ 2,600,000

Options Granted to Employees and Directors [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Stock-based compensation

$ 1,470,000

2,107,000

Options Granted To Non Employees [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Share-based compensation, shares authorized under stock option plans, exercise price range, outstanding options, weighted average remaining contractual term

6 years 2 months 4 days

Stock-based compensation

$ 113,000

$ 330,000

Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount

$ 231,000

Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period

4 years 6 months 29 days

Maximum [Member] | Several Consultants [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Weighted Average Exercise Price - Issued

$ 7

Minimum [Member] | Several Consultants [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Weighted Average Exercise Price - Issued

$ 4.3

2017 Equity Incentive Plan [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Share-based compensation arrangement by share-based payment award, number of shares authorized

1,750,000

Share-based compensation arrangement by share-based payment award, number of additional shares authorized

3,000,000

Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross

1,362,133

Share-based compensation arrangement by share-based payment award, options, available for grants

1,724,966

2017 Equity Incentive Plan [Member] | Maximum [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Share-based compensation, shares authorized under stock option plans, exercise price range, outstanding options, weighted average remaining contractual term

10 years

Global Share Incentive Plan 2012 [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Share-based compensation arrangement by share-based payment award, number of shares authorized

1,000,000

Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross

1,183,182

Share-based compensation arrangement by share-based payment award, options, available for grants

248,024

Global Share Incentive Plan 2012 [Member] | Maximum [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Share-based compensation, shares authorized under stock option plans, exercise price range, outstanding options, weighted average remaining contractual term

10 years

SCHEDULE OF DEFERRED TAX ASSETS

SCHEDULE OF DEFERRED TAX ASSETS (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Net operating loss carry forwards	$ 9,606	$ 14,033
Research and development expenses	1,684	1,358
Equity compensation	2,747
Employee benefits	252	228
Leases asset	533
Lease liability	(324)
Intangible assets	(2,863)	(737)
Other	297	(1)
Less: Valuation allowance	(11,932)	(14,939)	$ (10,254)
Net deferred tax liabilities		$ (58)

SCHEDULE OF VALUATION ALLOWANCE

SCHEDULE OF VALUATION ALLOWANCE, ACTIVITY (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Balance at the beginning of year	$ (14,939)	$ (10,254)
Change during the year	3,007	(4,685)
Balance at end of year	$ (11,932)	$ (14,939)

TAXES (Details Narrative)

TAXES (Details Narrative)	12 Months Ended
	Dec. 31, 2020USD ($)	Dec. 31, 2019USD ($)	Dec. 31, 2020EUR (€)	Dec. 31, 2020KRW (₩)
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 18,000,000	$ 34,000,000
UNITED STATES
Operating Loss Carryforwards [Line Items]
Effective income tax rate reconciliation, at income tax rate	21.00%
Operating loss carryforwards, limitations on use	For U.S. federal income tax purposes, net operating losses (“NOLs”) arising in tax years beginning after December 31, 2017, the Internal Revenue Code of 1986, as amended (the “Code”) limits the ability to utilize NOL carryforwards to 80% of taxable income in tax years beginning after December 31, 2020.
ISRAEL
Operating Loss Carryforwards [Line Items]
Effective income tax rate reconciliation, at income tax rate	23.00%	23.00%
Operating loss carryforwards	$ 11,000,000	$ 10,000,000
BELGIUM
Operating Loss Carryforwards [Line Items]
Effective income tax rate reconciliation, at income tax rate		29.58%
Operating loss carryforwards	$ 8,000,000	$ 6,000,000
BELGIUM | 2021-2020 [Member]
Operating Loss Carryforwards [Line Items]
Effective income tax rate reconciliation, at income tax rate	25.00%
BELGIUM | Europe [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards | €			€ 6,000,000
[custom:AccumulatedTaxLossCarryforwardDeductions-0] | €			€ 1,000,000
KOREA, REPUBLIC OF
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 4,000,000	$ 3,000,000
[custom:AccumulatedTaxLossCarryForwardedPeriod]	15 years
KOREA, REPUBLIC OF | The First KRW 200 Million Of The Tax Base [Member]
Operating Loss Carryforwards [Line Items]
Effective income tax rate reconciliation, at income tax rate	10.00%
Effective income tax rate reconciliation, at local income tax rate	1.00%
KOREA, REPUBLIC OF | Up To KRW 20 Billion [Member]
Operating Loss Carryforwards [Line Items]
Effective income tax rate reconciliation, at income tax rate	20.00%
Effective income tax rate reconciliation, at local income tax rate	2.00%
KOREA, REPUBLIC OF | Up To KRW 300 Billion [Member]
Operating Loss Carryforwards [Line Items]
Effective income tax rate reconciliation, at income tax rate	22.00%
Effective income tax rate reconciliation, at local income tax rate	2.20%
KOREA, REPUBLIC OF | Tax Base Above KRW 300 Billion [Member]
Operating Loss Carryforwards [Line Items]
Effective income tax rate reconciliation, at income tax rate	25.00%
Effective income tax rate reconciliation, at local income tax rate	2.50%
KOREA, REPUBLIC OF | South Korean Won [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards | ₩				₩ 3,813,000,000

SCHEDULE OF DISAGGREGATION OF_2

SCHEDULE OF DISAGGREGATION OF REVENUE (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Disaggregation of Revenue [Line Items]
Total	$ 7,652	$ 3,899
POC and Hospital Services [Member]
Disaggregation of Revenue [Line Items]
Total	6,068	3,109
Cell Process Development Services [Member]
Disaggregation of Revenue [Line Items]
Total	$ 1,584	$ 790

SCHEDULE OF BREAKDOWN OF REVENU

SCHEDULE OF BREAKDOWN OF REVENUES PER CUSTOMER (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Disaggregation of Revenue [Line Items]
Revenues	$ 6,177	$ 2,629
Customer A [Member]
Disaggregation of Revenue [Line Items]
Revenues	2,857	1,420
Customer B [Member]
Disaggregation of Revenue [Line Items]
Revenues	1,577
Customer C Related Party [Member]
Disaggregation of Revenue [Line Items]
Revenues	1,475	1,270
Customer D [Member]
Disaggregation of Revenue [Line Items]
Revenues	$ 1,412	$ 857

SCHEDULE OF ACTIVITY FOR TRADE

SCHEDULE OF ACTIVITY FOR TRADE RECEIVABLES (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Revenue from Contract with Customer [Abstract]
Balance as of beginning of period	$ 1,831	$ 129
Acquisition of Koligo	228
Additions	6,997	2,079
Collections	(5,982)	(364)
Exchange rate differences	11	(13)
Balance as of end of period	$ 3,085	$ 1,831

SCHEDULE OF ACTIVITY FOR CONTRA

SCHEDULE OF ACTIVITY FOR CONTRACT LIABILITIES (Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2020	Dec. 31, 2019
Revenue from Contract with Customer [Abstract]
Balance as of beginning of period		$ 325	$ 56
Additions		597	1,126
Realizations	[1]	(862)	(854)
Exchange rate differences		(1)	(3)
Balance as of end of period		$ 59	$ 325
[1]	Out of which $ 325

SCHEDULE OF ACTIVITY FOR CONT_2

SCHEDULE OF ACTIVITY FOR CONTRACT LIABILITIES (Details) (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Revenue from Contract with Customer [Abstract]
Contract with customer liability	$ 59	$ 325	$ 56

REVENUES (Details Narrative)

REVENUES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Revenue	$ 7,652,000	$ 3,899,000
Master Services Agreements [Member] | Joint Venture Partners [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Revenue	$ 38,000,000

SCHEDULE OF RESEARCH AND DEVELO

SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSES (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Research and Development [Abstract]
Total expenses	$ 84,182	$ 14,826
Less grants	(196)	(812)
Cost of research and development and research and development services, net	$ 83,986	$ 14,014

SCHEDULE OF FINANCIAL EXPENSES

SCHEDULE OF FINANCIAL EXPENSES (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Financial Expenses Net
Increase in fair value of warrants and financial liabilities measured at fair value		$ 63
Interest expense on convertible loans	1,254	498
Foreign exchange loss, net	160	395
Other income	(353)	(113)
Total	$ 1,061	$ 843

SCHEDULE OF RELATED PARTY TRANS

SCHEDULE OF RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2020	Dec. 31, 2019
Related Party Transaction [Line Items]
Stock Based Compensation		$ 2,847	$ 3,057
Revenues from customer		1,475	1,270
Continuing Operations [Member]
Related Party Transaction [Line Items]
Revenues from customer		1,475	1,270
Cost of research and development and research and development services, net		4,772
Financial income		169	112
Continuing Operations [Member] | Executive Officer [Member]
Related Party Transaction [Line Items]
Stock Based Compensation		221	898
Compensation		1,321	812
Continuing Operations [Member] | Board Members [Member]
Related Party Transaction [Line Items]
Stock Based Compensation	[1]	209	414
Management and consulting fees		$ 264	233
Discontinued Operations [Member] | Executive Officer [Member]
Related Party Transaction [Line Items]
Stock Based Compensation			76
Compensation			$ 685
[1]	Does not include $ 192 7.00 70,000

SCHEDULE OF RELATED PARTY TRA_2

SCHEDULE OF RELATED PARTY TRANSACTIONS (Details) (Parenthetical) - Caerus Therapeutics LLC [Member] $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2019USD ($)$ / sharesshares
Related Party Transaction [Line Items]
Stock Based Compensation expenses for options exercisable | $	$ 192
Exercise price per share of options exercisable | $ / shares	$ 7
Number of ordinary shares held | shares	70,000

SCHEDULE OF RELATED PARTIES PRE

SCHEDULE OF RELATED PARTIES PRESENTED IN CONSOLIDATED BALANCE SHEETS (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Related Party Transaction [Line Items]
Loan to related party		$ 2,623
Accounts receivable, net	744
Contract liabilities		230
Executive Officer [Member]
Related Party Transaction [Line Items]
Due to Related Parties	170	1,251
Nonexecutive Directors [Member]
Related Party Transaction [Line Items]
Due to Related Parties	$ 13	$ 202