Orgenesis (ORGS) 10-Q 6 May 21 2021 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2021	May 06, 2021
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2021
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2021
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
Trading Symbol	ORGS
Security Exchange Name	NASDAQ
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 Common Stock, Shares Outstanding		24,479,751

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
CURRENT ASSETS:
Cash and cash equivalents	$ 41,841	$ 44,923
Restricted cash	471	645
Accounts receivable, net	11,354	3,085
Prepaid expenses and other receivables	679	1,070
Grants receivable	168	169
Inventory	200	185
Total current assets	54,713	50,077
NON-CURRENT ASSETS:
Deposits	348	296
Investments in associates, net	160	175
Property, plant and equipment, net	3,469	3,073
Intangible assets, net	12,675	13,023
Operating lease right-of-use assets	1,341	1,474
Goodwill	8,602	8,745
Other assets	802	821
Total non-current assets	27,397	27,607
TOTAL ASSETS	82,110	77,684
CURRENT LIABILITIES:
Accounts payable	10,294	8,649
Accrued expenses and other payables	987	792
Income tax payable	7	7
Employees and related payables	1,638	1,463
Advance payments on account of grant	1,126	692
Short-term loans and current maturities of long- term loans		145
Contract liabilities, mainly related party	59	59
Current maturities of finance leases	18	19
Current maturities of operating leases	474	485
Current maturities of convertible loans	4,327	3,974
Total current liabilities	18,930	16,285
LONG-TERM LIABILITIES:
Non-current operating leases	895	1,020
Convertible loans	7,082	7,200
Retirement benefits obligation	91	74
Non-current finance leases	57	64
Other long-term liabilities	303	313
Total long-term liabilities	8,428	8,671
TOTAL LIABILITIES	27,358	24,956
EQUITY:
Common stock of $0.0001 par value, 145,833,334 shares authorized, 24,469,406 and 24,223,093 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively	3	3
Additional paid-in capital	142,449	140,397
Receipts on account of shares to be allotted	424
Accumulated other comprehensive income	471	748
Treasury stock, 57,615 and 55,309 shares as of March 31, 2021 and December 31, 2020, respectively	(260)	(250)
Accumulated deficit	(88,538)	(88,319)
Equity attributable to Orgenesis Inc.	54,549	52,579
Non-controlling interest	203	149
Total equity	54,752	52,728
TOTAL LIABILITIES AND EQUITY	$ 82,110	$ 77,684

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
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	24,469,406	24,223,093
Common stock, shares outstanding	24,469,406	24,223,093
Treasury stock, shares	57,615	55,309

Condensed Consolidated Statemen

Condensed Consolidated Statements of Comprehensive Loss (Income) (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Income Statement [Abstract]
Revenues	$ 8,232	$ 1,385
Revenues from related party	1,157	493
Total revenues	9,389	1,878
Cost of services and other research and development expenses	6,127	4,873
Amortization of intangible assets	238	223
Selling, general and administrative expenses	2,968	3,518
Other income, net	(25)	(3)
Operating loss (income)	(81)	6,733
Financial expenses, net	233	329
Share in net loss of associated companies	15
Loss from continuing operation before income taxes	167	7,062
Tax income	(2)	(47)
Net loss from continuing operation	165	7,015
Net income from discontinued operations, net of tax		(76,465)
Net loss (income)	165	(69,450)
Net loss (income) attributable to non-controlling interests from continuing operation	54	(39)
Net loss attributable to non-controlling interests from discontinued operations		(492)
Net loss (income) attributable to Orgenesis Inc.	$ 219	$ (69,981)
Loss (Earning) per share:
Basic and diluted from continuing operations	$ 0.01	$ 0.39
Basic and diluted from discontinued operations		(4.62)
Basic and diluted	$ 0.01	$ (4.23)
Weighted average number of shares used in computation of Basic and Diluted loss per share:
Basic and diluted	24,192,951	17,780,830
Comprehensive loss (income):
Net loss from Continuing Operation	$ 165	$ 7,015
Net income from Discontinued Operations, Net of Tax		(76,465)
Other Comprehensive loss – Translation adjustment	277	644
Release of translation adjustment due to sale of subsidiary		(194)
Comprehensive loss (income)	442	(69,000)
Comprehensive loss (income) attributed to non-controlling interests from continuing operation	54	(39)
Comprehensive income attributed to non-controlling interests from discontinued operation		(492)
Comprehensive loss (income) attributed to Orgenesis Inc.	$ 496	$ (69,531)

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Changes in Equity (Unaudited) - USD ($) $ in Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	Receipts On Account Of Shares To Be Allotted [Member]	AOCI Attributable to Parent [Member]	Treasury Shares [Member]	Retained Earnings [Member]	Equity Attributed To Orgenesis Inc [Member]	Noncontrolling Interest [Member]	Total
Beginning balance, value at Dec. 31, 2019	$ 2	$ 94,691		$ 213		$ (89,429)	$ 5,477	$ 601	$ 6,078
Beginning balance, shares at Dec. 31, 2019	16,140,962
Stock-based compensation to employees and directors		626					626		626
Stock-based compensation to service providers		240					240		240
Stock-based compensation to service providers, shares	20,088
Beneficial conversion feature of convertible loans		42					42		42
Issuance of shares and warrants		8,438					8,438		8,438
Issuance of shares and warrants, shares	2,200,000
Sale of subsidiaries								(413)	(413)
Adjustment to redemption value of redeemable non-controlling interest		5,160					5,160		5,160
Comprehensive income (loss) for the period				(450)		69,981	69,531	(39)	69,492
Ending balance, value at Mar. 31, 2020	$ 2	109,197		(237)		(19,448)	89,514	149	89,663
Ending balance, shares at Mar. 31, 2020	18,361,050
Beginning balance, value at Dec. 31, 2020	$ 3	140,397		748	$ (250)	(88,319)	52,579	149	52,728
Beginning balance, shares at Dec. 31, 2020	24,167,784
Stock-based compensation to employees and directors		320					320		320
Stock-based compensation to service providers		244					244		244
Stock-based compensation to service providers, shares
Exercise of options		50					50		$ 50
Exercise of options, shares	8,750								8,750
Issuance of Shares due to exercise of warrants		1,438	424				1,862		$ 1,862
Issuance of Shares due to exercise of warrants, shares	237,563
Repurchase of treasury stock					(10)		(10)		(10)
Repurchase of treasury stock, shares	(2,306)
Issuance of shares and warrants, shares
Comprehensive income (loss) for the period				(277)		(219)	(496)	54	(442)
Ending balance, value at Mar. 31, 2021	$ 3	$ 142,449	$ 424	$ 471	$ (260)	$ (88,538)	$ 54,549	$ 203	$ 54,752
Ending balance, shares at Mar. 31, 2021	24,411,791

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$ (165)	$ 69,450
Adjustments required to reconcile net loss to net cash used in operating activities:
Stock-based compensation	564	866
Capital loss, net	19	11
Gain on disposal of subsidiaries		(97,049)
Share in loss of associated companies, net	15
Depreciation and amortization expenses	453	494
Effect of exchange differences on inter-company balances	45	138
Net changes in operating leases	3	(8)
Interest expenses accrued on loans and convertible loans (including amortization of beneficial conversion feature)	234	257
Changes in operating assets and liabilities:
Increase in accounts receivable	(8,275)	(1,370)
Increase in inventory	(20)	(76)
Increase in other assets	(5)	(20)
Decrease (Increase) in prepaid expenses and other accounts receivable	(351)	697
Increase (decrease) in accounts payable	1,510	(5,206)
Increase in accrued expenses and other payables	202	19,595
Increase (decrease) in employee and related payables	201	(113)
Increase in contract liabilities		170
Increase (decrease) in advance payments and receivables on account of grant, net	327	(104)
Decrease in deferred taxes		47
Net cash used in operating activities	(4,547)	(13,693)
CASH FLOWS FROM INVESTING ACTIVITIES:
Increase in loan to JV with a related party		(500)
Purchase of property and equipment	(530)	(699)
Proceed from sale of subsidiaries		104,222
Investment in long-term deposits	(9)
Repayment of long-term deposits		22
Net cash provided by (used in) investing activities	(539)	103,045
CASH FLOWS FROM FINANCING ACTIVITIES:
Repurchase of treasury stock	(10)
Proceeds from issuance of shares and warrants (net of transaction costs)	1,488	8,438
Proceeds from issuance of convertible loans (net of transaction costs)		250
Proceeds from receipts on account of shares to be allotted	424
Repayment of convertible loans and convertible bonds		(1,900)
Repayment of short and long-term debt	(4)	(431)
Net cash provided by financing activities	1,898	6,357
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(3,188)	95,709
EFFECT OF EXCHANGE RATE CHANGES ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(68)	(84)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD	45,568	12,041
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD	42,312	107,666
SUPPLEMENTAL NON-CASH FINANCING AND INVESTING ACTIVITIES
Finance Leases of property, plant and equipment		363
Right-of-use assets obtained in exchange for new operation lease liabilities, net		231
Purchase of property, plant and equipment included in accounts payable	$ 155	$ 756

DESCRIPTION OF BUSINESS

DESCRIPTION OF BUSINESS	3 Months Ended
	Mar. 31, 2021
Accounting Policies [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 (“CGTs”) in an affordable and accessible format. 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 that are designed to be processed and produced in closed, automated POCare Technology systems and a collaborative POCare Network. Via a combination of science, technology, engineering, and networking, the Company is working to provide a more efficient and scalable pathway for advanced therapies to reach patients more rapidly at lowered costs. The Company also draws on extensive medical expertise to identify promising new autologous therapies to leverage within the POCare Platform either via ownership or licensing. 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. The Company has 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 sold its entire equity interests in Masthercell Global Inc. (the “Masthercell Business”), which comprised the majority of the Company’s Contract Development and Manufacturing Organization (“CDMO”) business, to Catalent Pharma Solutions, Inc. (the “Masthercell Sale”). The Company determined that the Masthercell Business (“Discontinued Operation”) met 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 (See Note 3). The Company has continued to grow its infrastructure and expand its processing sites into new markets and jurisdictions. In addition, 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 the Company’s 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. ● 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”) is a provider of cell-processing services in Israel. ● Korea: Orgenesis Korea Co. Ltd. (the “Korean Subsidiary”), is a provider of processing and pre-clinical services in Korea. The Company owns 94.12 These condensed consolidated financial statements include the accounts of Orgenesis Inc. and its subsidiaries (2020 including the Discontinued Operation). 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 March 31, 2021, the Company has accumulated losses of approximately $ 89 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.

BASIS OF PRESENTATION

BASIS OF PRESENTATION	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
BASIS OF PRESENTATION	NOTE 2 - BASIS OF PRESENTATION a. Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements. In the opinion of management, the financial statements reflect all normal and recurring adjustments necessary to fairly state the financial position and results of operations of the Company. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the Securities and Exchange Commission (“SEC”). The year-end balance sheet data was derived from the audited consolidated financial statements as of December 31, 2020, but not all disclosures required by generally accepted accounting principles in the United States (“U.S. GAAP”) are included. b. Significant accounting policies The accounting policies adopted are consistent with those of the previous financial year except as described below: 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. Reclassifications Certain reclassifications have been made to the prior year’s financial statements to conform to the current year presentation. These reclassifications had no net effect on previously reported results of operations. Revision of Previously Reported Consolidated Financial Statements In connection with the preparation of the company’s consolidated financial statements for the fiscal year ended December 31, 2020, the Company identified an immaterial error originating in the first quarter of 2020 related to the gain calculation on the sale of MastherCell, which was consummated in February 2020. The Company did not adjust the gain calculation for the reversal of previously-recorded accretion adjustments to the carrying amount of the Redeemable Non-Controlling Interest (NCI) in the amount of $ 5,574 The following table summarizes the impact of the revision on additional paid-in capital and net income from discontinued operations, net of tax for the three months ended March 31, 2020: SCHEDULE OF REVISION OF PREVIOUSLY REPORTED CONSOLIDATED FINANCIAL STATEMENTS As reported Adjustment As revised (in thousands) Net income from discontinued operations, net of tax $ 82,039 $ (5,574 ) $ 76,465 Additional paid-in capital 103,623 5,574 109,197

DISCONTINUED OPERATIONS

DISCONTINUED OPERATIONS	3 Months Ended
	Mar. 31, 2021
Discontinued Operations and Disposal Groups [Abstract]
DISCONTINUED OPERATIONS	NOTE 3 – DISCONTINUED OPERATIONS On February 2, 2020, the Company completed the Masthercell sale and determined that the Masthercell Business met the criteria to be classified as a discontinued operation. The financial results of the Masthercell Business are presented as income from discontinued operations, net of tax on the Company’s condensed Consolidated Statement of Comprehensive Loss (Income). The following table presents the financial results associated with the Masthercell Business operation as reflected in the Company’s condensed Consolidated Comprehensive loss (Income) (in thousands): SCHEDULE OF DISCONTINUED FINANCIAL STATEMENTS The period from January 1, 2020 until the disposal date OPERATIONS Revenues $ 2,556 Cost of revenues 1,480 Cost of research and development and research and development services, net 7 Selling, general and administrative expenses 1,896 Other expenses, net 305 Operating loss 1,132 Financial income, net (29 ) Loss before income taxes 1,103 Tax expenses - Net loss from discontinuing operation, net of tax $ 1,103 DISPOSAL Gain on disposal before income taxes $ 97,049 Provision for income taxes (19,481 ) Gain on disposal $ 77,568 Net profit from discontinuing operation, net of tax $ 76,465 The following table represents the components of the cash flows from discontinued operations (in thousands): The period from January 1, 2020 until the disposal date Net cash flows used in operating activities $ (2,409 ) Net cash flows used in investing activities $ (579 ) Net cash flows used in financing activities $ (51 ) 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 The period from January 1, 2020 until the disposal date Revenue stream: Cell process development services $ 2,556 Total $ 2,556

EQUITY

EQUITY	3 Months Ended
	Mar. 31, 2021
Equity [Abstract]
EQUITY	NOTE 4 – EQUITY During the three months ended March 31, 2021, the Company received approximately $ 1.9 6.24 237,563 67,960 During the three months ended March 31, 2021, the Company received $ 50 thousand from the exercise of options for the purchase of 8,750 shares of the Company’s Common Stock at a weighted average price of $ 5.56 .

LOSS (EARNINGS) PER SHARE

LOSS (EARNINGS) PER SHARE	3 Months Ended
	Mar. 31, 2021
Loss (Earning) per share:
LOSS (EARNINGS) PER SHARE	NOTE 5 – LOSS (EARNINGS) PER SHARE The following table sets forth the calculation of basic and diluted loss per share for the period indicated: SCHEDULE OF BASIC AND DILUTED LOSS PER SHARE March 31, 2021 March 31, 2020 Three Months Ended March 31, 2021 March 31, 2020 (in thousands, except per share data) Basic and diluted: Net loss from continuing operations attributable to Orgenesis Inc. $ 219 $ 6,976 Net income from discontinued operations attributable to Orgenesis Inc. for earning per share - (76,957 ) Adjustment of redeemable non-controlling interest to redemption amount - (5,160 ) Basic: Net income (loss) available to common stockholders - (82,117 ) Net (income) loss attributable to Orgenesis Inc. for loss (earning) per share 219 (75,141 ) Weighted average number of common shares outstanding 24,192,951 17,780,830 Loss per common share from continuing operations $ 0.01 $ 0.39 Earnings per common share from discontinued operations $ - $ (4.62 ) Net loss (earnings) per share $ 0.01 $ (4.23 )

REVENUES

REVENUES	3 Months Ended
	Mar. 31, 2021
Revenue from Contract with Customer [Abstract]
REVENUES	NOTE 6 – REVENUES Disaggregation of Revenue The following table disaggregates the Company’s revenues by major revenue streams. SCHEDULE OF DISAGGREGATION OF REVENUE Three Months Ended March 31, 2021 March 31, 2020 (in thousands) Revenue stream: POC and hospital services $ 9,254 $ 1,851 Cell process development services 135 27 Total $ 9,389 $ 1,878 A breakdown of the revenues per customer constituted at least 10% of revenues is as follows: SCHEDULE OF BREAKDOWN OF REVENUES PER CUSTOMER Three Months Ended March 31, 2021 March 31, 2020 (in thousands) Revenue earned: Customer A $ 2,391 $ - Customer B 1,646 - Customer C 1,157 487 Customer D – related party 1,157 493 Customer E 956 374 Customer F - 496 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 Three Months Ended March 31, 2021 March 31, 2020 (in thousands) Balance as of beginning of period $ 3,085 $ 1,831 Additions 9,478 1,378 Collections (1,204 ) (344 ) Exchange rate differences (5 ) - Balance as of end of period $ 11,354 $ 2,865 The activity for contract liabilities is comprised of: SCHEDULE OF ACTIVITY FOR CONTRACT LIABILITIES Three Months Ended March 31, 2021 March 31, 2020 (in thousands) Balance as of beginning of period $ 59 $ 325 Additions - 567 Realizations - (496 ) Balance as of end of period $ 59 $ 396

BASIS OF PRESENTATION (Policies

BASIS OF PRESENTATION (Policies)	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
Use of Estimates in the Preparation of Financial Statements	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.
Reclassifications	Reclassifications Certain reclassifications have been made to the prior year’s financial statements to conform to the current year presentation. These reclassifications had no net effect on previously reported results of operations.
Revision of Previously Reported Consolidated Financial Statements	Revision of Previously Reported Consolidated Financial Statements In connection with the preparation of the company’s consolidated financial statements for the fiscal year ended December 31, 2020, the Company identified an immaterial error originating in the first quarter of 2020 related to the gain calculation on the sale of MastherCell, which was consummated in February 2020. The Company did not adjust the gain calculation for the reversal of previously-recorded accretion adjustments to the carrying amount of the Redeemable Non-Controlling Interest (NCI) in the amount of $ 5,574 The following table summarizes the impact of the revision on additional paid-in capital and net income from discontinued operations, net of tax for the three months ended March 31, 2020: SCHEDULE OF REVISION OF PREVIOUSLY REPORTED CONSOLIDATED FINANCIAL STATEMENTS As reported Adjustment As revised (in thousands) Net income from discontinued operations, net of tax $ 82,039 $ (5,574 ) $ 76,465 Additional paid-in capital 103,623 5,574 109,197

BASIS OF PRESENTATION (Tables)

BASIS OF PRESENTATION (Tables)	3 Months Ended
	Mar. 31, 2021
Accounting Policies [Abstract]
SCHEDULE OF REVISION OF PREVIOUSLY REPORTED CONSOLIDATED FINANCIAL STATEMENTS	The following table summarizes the impact of the revision on additional paid-in capital and net income from discontinued operations, net of tax for the three months ended March 31, 2020: SCHEDULE OF REVISION OF PREVIOUSLY REPORTED CONSOLIDATED FINANCIAL STATEMENTS As reported Adjustment As revised (in thousands) Net income from discontinued operations, net of tax $ 82,039 $ (5,574 ) $ 76,465 Additional paid-in capital 103,623 5,574 109,197

DISCONTINUED OPERATIONS (Tables

DISCONTINUED OPERATIONS (Tables)	3 Months Ended
	Mar. 31, 2021
Discontinued Operations and Disposal Groups [Abstract]
SCHEDULE OF DISCONTINUED FINANCIAL STATEMENTS	The financial results of the Masthercell Business are presented as income from discontinued operations, net of tax on the Company’s condensed Consolidated Statement of Comprehensive Loss (Income). The following table presents the financial results associated with the Masthercell Business operation as reflected in the Company’s condensed Consolidated Comprehensive loss (Income) (in thousands): SCHEDULE OF DISCONTINUED FINANCIAL STATEMENTS The period from January 1, 2020 until the disposal date OPERATIONS Revenues $ 2,556 Cost of revenues 1,480 Cost of research and development and research and development services, net 7 Selling, general and administrative expenses 1,896 Other expenses, net 305 Operating loss 1,132 Financial income, net (29 ) Loss before income taxes 1,103 Tax expenses - Net loss from discontinuing operation, net of tax $ 1,103 DISPOSAL Gain on disposal before income taxes $ 97,049 Provision for income taxes (19,481 ) Gain on disposal $ 77,568 Net profit from discontinuing operation, net of tax $ 76,465 The following table represents the components of the cash flows from discontinued operations (in thousands): The period from January 1, 2020 until the disposal date Net cash flows used in operating activities $ (2,409 ) Net cash flows used in investing activities $ (579 ) Net cash flows used in financing activities $ (51 )
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 The period from January 1, 2020 until the disposal date Revenue stream: Cell process development services $ 2,556 Total $ 2,556

LOSS (EARNINGS) PER SHARE (Tabl

LOSS (EARNINGS) PER SHARE (Tables)	3 Months Ended
	Mar. 31, 2021
Loss (Earning) per share:
SCHEDULE OF BASIC AND DILUTED LOSS PER SHARE	SCHEDULE OF BASIC AND DILUTED LOSS PER SHARE March 31, 2021 March 31, 2020 Three Months Ended March 31, 2021 March 31, 2020 (in thousands, except per share data) Basic and diluted: Net loss from continuing operations attributable to Orgenesis Inc. $ 219 $ 6,976 Net income from discontinued operations attributable to Orgenesis Inc. for earning per share - (76,957 ) Adjustment of redeemable non-controlling interest to redemption amount - (5,160 ) Basic: Net income (loss) available to common stockholders - (82,117 ) Net (income) loss attributable to Orgenesis Inc. for loss (earning) per share 219 (75,141 ) Weighted average number of common shares outstanding 24,192,951 17,780,830 Loss per common share from continuing operations $ 0.01 $ 0.39 Earnings per common share from discontinued operations $ - $ (4.62 ) Net loss (earnings) per share $ 0.01 $ (4.23 )

REVENUES (Tables)

REVENUES (Tables)	3 Months Ended
	Mar. 31, 2021
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 Three Months Ended March 31, 2021 March 31, 2020 (in thousands) Revenue stream: POC and hospital services $ 9,254 $ 1,851 Cell process development services 135 27 Total $ 9,389 $ 1,878
SCHEDULE OF BREAKDOWN OF REVENUES PER CUSTOMER	A breakdown of the revenues per customer constituted at least 10% of revenues is as follows: SCHEDULE OF BREAKDOWN OF REVENUES PER CUSTOMER Three Months Ended March 31, 2021 March 31, 2020 (in thousands) Revenue earned: Customer A $ 2,391 $ - Customer B 1,646 - Customer C 1,157 487 Customer D – related party 1,157 493 Customer E 956 374 Customer F - 496
SCHEDULE OF ACTIVITY FOR TRADE RECEIVABLES	The activity for trade receivables is comprised of: SCHEDULE OF ACTIVITY FOR TRADE RECEIVABLES Three Months Ended March 31, 2021 March 31, 2020 (in thousands) Balance as of beginning of period $ 3,085 $ 1,831 Additions 9,478 1,378 Collections (1,204 ) (344 ) Exchange rate differences (5 ) - Balance as of end of period $ 11,354 $ 2,865
SCHEDULE OF ACTIVITY FOR CONTRACT LIABILITIES	The activity for contract liabilities is comprised of: SCHEDULE OF ACTIVITY FOR CONTRACT LIABILITIES Three Months Ended March 31, 2021 March 31, 2020 (in thousands) Balance as of beginning of period $ 59 $ 325 Additions - 567 Realizations - (496 ) Balance as of end of period $ 59 $ 396

DESCRIPTION OF BUSINESS (Detail

DESCRIPTION OF BUSINESS (Details Narrative) - USD ($) $ / shares in Units, $ in Millions	Mar. 31, 2021	Dec. 31, 2020
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items]
Common Stock, Par Value	$ 0.0001	$ 0.0001
Accumulated losses	$ 89
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 REVISION OF PREVIOU

SCHEDULE OF REVISION OF PREVIOUSLY REPORTED CONSOLIDATED FINANCIAL STATEMENTS (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Net income from discontinued operations, net of tax		$ 76,465
Additional paid-in capital	$ 142,449	109,197	$ 140,397
Previously Reported [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Net income from discontinued operations, net of tax		82,039
Additional paid-in capital		103,623
Revision of Prior Period, Adjustment [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Net income from discontinued operations, net of tax		(5,574)
Additional paid-in capital		$ 5,574

BASIS OF PRESENTATION (Details

BASIS OF PRESENTATION (Details Narrative)	3 Months Ended
	Mar. 31, 2021USD ($)
Accounting Policies [Abstract]
Adjustment redeemable non-controlling interest	$ 5,574

SCHEDULE OF DISCONTINUED FINANC

SCHEDULE OF DISCONTINUED FINANCIAL STATEMENTS (Details) $ in Thousands	1 Months Ended
	Feb. 02, 2021USD ($)
Discontinued Operations and Disposal Groups [Abstract]
Disposal Group, Including Discontinued Operation, Revenue	$ 2,556
Cost of revenues	1,480
Cost of research and development and research and development services, net	7
Selling, general and administrative expenses	1,896
Other (income) expenses, net	305
Operating loss	1,132
Financial expenses (income), net	(29)
Loss before income taxes	1,103
Tax expenses (income)
Net loss from discontinuing operation, net of tax	1,103
Gain on disposal before income taxes	97,049
Provision for income taxes	(19,481)
Gain on disposal	77,568
Net profit (loss) from discontinuing operation, net of tax	76,465
Net cash flows provided by (used in) operating activities	(2,409)
Net cash flows used in investing activities	(579)
Net cash flows (used in) provided by financing activities	$ (51)

SCHEDULE OF DISAGGREGATION OF R

SCHEDULE OF DISAGGREGATION OF REVENUE RELATED TO DISCONTINUED OPERATIONS (Details) $ in Thousands	1 Months Ended
	Feb. 02, 2021USD ($)
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items]
Disposal Group, Including Discontinued Operation, Revenue	$ 2,556
Cell Process Development Services [Member]
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items]
Disposal Group, Including Discontinued Operation, Revenue	$ 2,556

EQUITY (Details Narrative)

EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Jun. 30, 2021	Mar. 31, 2021
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued for common stock		237,563
Stock Issued During Period, Value, Stock Options Exercised		$ 50
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period		8,750
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Period Increase (Decrease), Weighted Average Exercise Price		$ 5.56
Forecast [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued for common stock	67,960
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrant to purchase of common stock		$ 1,900
Warrant exercise price		$ 6.24
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period		8,750

SCHEDULE OF BASIC AND DILUTED L

SCHEDULE OF BASIC AND DILUTED LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Loss (Earning) per share:
Net loss from continuing operations attributable to Orgenesis Inc.	$ 219	$ 6,976
Net income from discontinued operations attributable to Orgenesis Inc. for earning per share		(76,957)
Adjustment of redeemable non-controlling interest to redemption amount		(5,160)
Basic: Net income (loss) available to common stockholders		(82,117)
Net (income) loss attributable to Orgenesis Inc. for loss (earning) per share	$ 219	$ (75,141)
Weighted average number of common shares outstanding	24,192,951	17,780,830
Loss per common share from continuing operations	$ 0.01	$ 0.39
Earnings per common share from discontinued operations		(4.62)
Net loss (earnings) per share	$ 0.01	$ (4.23)

SCHEDULE OF DISAGGREGATION OF_2

SCHEDULE OF DISAGGREGATION OF REVENUE (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Disaggregation of Revenue [Line Items]
Total	$ 9,389	$ 1,878
POC and Hospital Services [Member]
Disaggregation of Revenue [Line Items]
Total	9,254	1,851
Cell Process Development Services [Member]
Disaggregation of Revenue [Line Items]
Total	$ 135	$ 27

SCHEDULE OF BREAKDOWN OF REVENU

SCHEDULE OF BREAKDOWN OF REVENUES PER CUSTOMER (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Disaggregation of Revenue [Line Items]
Revenues	$ 8,232	$ 1,385
Customer A [Member]
Disaggregation of Revenue [Line Items]
Revenues	2,391	0
Customer B [Member]
Disaggregation of Revenue [Line Items]
Revenues	1,646	0
Customer C [Member]
Disaggregation of Revenue [Line Items]
Revenues	1,157	487
Customer D [Member] | Related Party [Member]
Disaggregation of Revenue [Line Items]
Revenues	1,157	493
Customer E [Member]
Disaggregation of Revenue [Line Items]
Revenues	956	374
Customer F [Member]
Disaggregation of Revenue [Line Items]
Revenues	$ 0	$ 496

SCHEDULE OF ACTIVITY FOR TRADE

SCHEDULE OF ACTIVITY FOR TRADE RECEIVABLES (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Revenue from Contract with Customer [Abstract]
Balance as of beginning of period	$ 3,085	$ 1,831
Additions	9,478	1,378
Collections	(1,204)	(344)
Exchange rate differences	(5)
Balance as of end of period	$ 11,354	$ 2,865

SCHEDULE OF ACTIVITY FOR CONTRA

SCHEDULE OF ACTIVITY FOR CONTRACT LIABILITIES (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Revenue from Contract with Customer [Abstract]
Balance as of beginning of period	$ 59	$ 325
Additions	0	567
Realizations	0	(496)
Balance as of end of period	$ 59	$ 396