Orgenesis (ORGS) 10-K 30 Mar 22 2021 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Dec. 31, 2021	Mar. 30, 2022	Jun. 30, 2021
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2021
Document Fiscal Period Focus	FY
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, 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			$ 109,567,091
Entity Common Stock, Shares Outstanding		24,820,756
ICFR Auditor Attestation Flag	false
Auditor Firm ID	1309
Auditor Name	Kesselman & Kesselman
Auditor Location	Tel-Aviv, Israel

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
CURRENT ASSETS:
Cash and cash equivalents	$ 5,473	$ 44,923
Restricted cash	501	645
Accounts receivable, net	15,245	3,085
Prepaid expenses and other receivables	1,188	1,070
Convertible Loan to related parties	3,064
Grants receivable	169	169
Inventory	118	185
Total current assets	25,758	50,077
NON CURRENT ASSETS:
Deposits	363	296
Investments in associates, net	152	175
Loan to associates	432
Loans receivable	821
Property, plants and equipment, net	10,271	3,073
Intangible assets, net	11,821	13,023
Operating lease right-of-use assets	1,015	1,474
Goodwill	8,403	8,745
Other assets	805	821
Total non-current assets	34,083	27,607
TOTAL ASSETS	59,841	77,684
CURRENT LIABILITIES:
Accounts payable	5,238	8,649
Accrued expenses and other payables	485	792
Income tax payable	54	7
Employees and related payables	1,907	1,463
Advance payments on account of grant	1,238	692
Short-term loans and current maturities of long-term loans		145
Contract liabilities	59	59
Current maturities of finance leases	18	19
Current maturities of operating leases	481	485
Current maturities of convertible loans	5,885	3,974
TOTAL CURRENT LIABILITIES	15,365	16,285
LONG-TERM LIABILITIES:
Non-current operating leases	561	1,020
Convertible loans	4,854	7,200
Retirement benefits obligation	101	74
Long-term debt and finance leases	41	64
Other long-term liabilities	288	313
TOTAL LONG-TERM LIABILITIES	5,845	8,671
TOTAL LIABILITIES	21,210	24,956
EQUITY:
Common stock of $0.0001 par value: Authorized at December 31, 2021 and December 31, 2020: 145,833,334 shares; Issued at December 31, 2021 and December 31, 2020: 24,567,366 and 24,223,093 shares, respectively; Outstanding at December 31, 2021 and December 31, 2020: 24,280,799 and 24,167,784 shares, respectively.	3	3
Additional paid-in capital	145,916	140,397
Accumulated other comprehensive income	207	748
Treasury stock 231,258 shares and 55,309 as of December 31, 2021 and December 31, 2020	(1,266)	(250)
Accumulated deficit	(106,372)	(88,319)
Equity attributable to Orgenesis Inc.	38,488	52,579
Non-controlling interests	143	149
TOTAL EQUITY	38,631	52,728
TOTAL LIABILITIES AND EQUITY	$ 59,841	$ 77,684

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 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	24,567,366	24,223,093
Common stock, shares outstanding	24,280,799	24,167,784
Treasury stock, shares	231,258	55,309

Consolidated Statements of Comp

Consolidated Statements of Comprehensive Loss (Income) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Statement [Abstract]
Revenues	$ 31,646	$ 6,177
Revenues from related party	3,856	1,475
Total revenues	35,502	7,652
Cost of services and other research and development expenses, net	36,644	83,986
Amortization of intangible assets	948	478
Selling, general and administrative expenses	14,710	18,973
Operating loss	16,800	95,785
Other income, net	(2,278)	(4)
Loss from extinguishment in connection with convertible loan	1,865
Financial expenses, net	1,292	1,061
Share in net loss (income) of associated companies	272	(106)
Loss from continuing operation before income taxes	17,951	96,736
Tax (income) expense	108	(1,609)
Net loss from continuing operation	18,059	95,127
Net income from discontinued operations, net of tax		(95,706)
Net loss (income)	18,059	(579)
Net loss attributable to non-controlling interests from continuing operation	(6)	(39)
Net loss attributable to non-controlling interests from discontinued operations		(492)
Net loss (income) attributable to Orgenesis Inc.	$ 18,053	$ (1,110)
Loss (income) per share:
Basic and diluted from continuing operation	$ 0.74	$ 4.46
Basic and diluted from discontinued operation		(4.75)
Basic and diluted	$ 0.74	$ (0.29)
Weighted average number of shares used in computation of Basic and Diluted loss per share:
Basic and diluted	24,273,658	21,320,314
Comprehensive loss (income):
Net loss from Continuing Operation	$ 18,059	$ 95,127
Net loss income from Discontinued Operation, Net of Tax		(95,706)
Other Comprehensive (income) loss – Translation adjustment	541	(341)
Release of translation adjustment due to sale of subsidiary		(194)
Comprehensive loss (income)	18,600	(1,114)
Comprehensive loss attributed to non-controlling interests	(6)	(39)
Comprehensive loss attributed to non-controlling interests from discontinued operations		(492)
Comprehensive loss (income) attributed to Orgenesis Inc.	$ 18,594	$ (1,645)

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]	Treasury Shares [Member]	Retained Earnings [Member]	Parent [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				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)			[2]	17,748				17,748		17,748
Stock-based compensation for Tamir purchase agreement, shares		3,400,000
Exercise of options			[2]	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			[2]	11,172				11,172		11,172
Issuance of shares related to acquisition of Koligo, shares		2,128,623
Sale of subsidiaries									(413)	(413)
Adjustment to redemption value of redeemable non-controlling interest				5,160				5,160		5,160
Repurchase of treasury stock						(250)		(250)		(250)
Repurchase of treasury stock, shares		(55,309)
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	(250)	(88,319)	52,579	149	52,728
Ending balance, shares at Dec. 31, 2020		24,167,784
Stock-based compensation to employees and directors				1,349				1,349		1,349
Stock-based compensation to service providers			[3]	396				396		396
Stock-based compensation to service providers, shares		25,000
Exercise of options			[3]	64				64		64
Exercise of options, shares		13,750
Extinguishment in connection with convertible loan restructuring				1,848				1,848		1,848
Issuance of Shares due to exercise of warrants				1,862				1,862		1,862
Issuance of Shares due to exercise of warrants, shares		305,523
Repurchase of treasury stock						(1,016)		(1,016)		(1,016)
Repurchase of treasury stock, shares		(231,258)
Comprehensive income (loss) for the period					(541)		(18,053)	(18,594)	(6)	(18,600)
Ending balance, value at Dec. 31, 2021		$ 3		$ 145,916	$ 207	$ (1,266)	$ (106,372)	$ 38,488	$ 143	$ 38,631
Ending balance, shares at Dec. 31, 2021		24,280,799
[1]	out of which 30,000 shares have additional restrictions on transfer until services have been provided.
[2]	Represents an amount lower than $1 thousand
[3]	Represents an amount lower than $1 thousand

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$ (18,059)	$ 579
Adjustments required to reconcile net income (loss) to net cash used in operating activities:
Stock-based compensation	1,745	2,847
Stock-based compensation for Tamir Purchase Agreement (See Notes 4)		17,048
Capital loss (gain), net	25	22
Gain on disposal of subsidiaries		(96,918)
Share in loss (income) of associated company	272	(106)
Depreciation and amortization expenses	1,864	1,435
Effect of exchange differences on inter-company balances	341	(618)
Net changes in operating leases	(4)	14
Interest expense accrued on loans and convertible loans (including amortization of beneficial conversion feature)	482	927
Loss from extinguishment in connection with convertible loan restructuring	1,865
Changes in operating assets and liabilities:
Increase in accounts receivable	(12,178)	(1,350)
Decrease (increase) in inventory	55	(84)
Increase in other assets	(18)	(24)
Increase in prepaid expenses, other accounts receivable	(173)	(1,073)
Increase (decrease) in accounts payable	(3,755)	1,985
Decrease in accrued expenses and other payable	(248)	(1,156)
Increase (decrease) in employee and related payables	487	(170)
Decrease in contract liabilities		(166)
Change in advance payments and receivables on account of grant, net	433	140
Decrease in deferred taxes		(1,378)
Net cash used in operating activities	(26,866)	(78,046)
CASH FLOWS FROM INVESTING ACTIVITIES:
Increase in loan to JV partner, a related party		(500)
Repayment in loan to JV partner, a related party		3,000
Investment in convertible loan to related party	(3,000)
Loan to associate	(430)
Loan granted	(818)
Sale of property, plants and equipment		7
Purchase of property, plants and equipment	(7,866)	(1,525)
Acquisition of Koligo, net of cash acquired (See Note 4)		(955)
Proceed from sale of subsidiaries, net		105,634
Investment in associated company	(242)	(69)
Investment in deposits	(28)
Repayment from deposits		18
Net cash provided by (used in) investing activities	(12,384)	105,610
CASH FLOWS FROM FINANCING ACTIVITIES:
Repurchase of treasury stock	(1,016)	(250)
Proceeds from issuance of shares, warrants and exercise of options (net of transaction costs)	1,926	8,738
Proceeds from issuance of convertible loans (net of transaction costs)		250
Repayment of convertible loans and convertible bonds	(1,000)	(2,400)
Repayment of short and long-term debt	(16)	(457)
Net cash provided by financing activities	(106)	5,881
NET CHANGE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH	(39,356)	33,445
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	(238)	82
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF YEAR	45,568	12,041
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF YEAR	5,974	45,568
SUPPLEMENTAL NON-CASH FINANCING AND INVESTING ACTIVITIES
Finance Leases of property, plant and equipment		366
Right-of-use assets acquired in exchange for right-of-use liabilities		967
Purchase of property, plant and equipment included in accounts payable	331	241
Acquisition of other asset in exchange for common stocks		700
Issuance of common stocks in connection with the acquisition of Koligo		11,172
Extinguishment in connection with convertible loan restructuring	$ 1,848

DESCRIPTION OF BUSINESS

DESCRIPTION OF BUSINESS	12 Months Ended
	Dec. 31, 2021
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 (“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 focused 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 for treatment of the patient at the point of care (“POCare”). 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 such 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 (“POCare Platform”) comprised of three enabling components: (i) a pipeline of licensed POCare advanced therapies that are designed to be processed and produced, (ii) automated closed POCare technology systems, and (iii) a collaborative worldwide network of POCare research institutes and hospitals (“POCare Network”). The POCare Platform relies in particular on the development of its own production capacity, known as “POCare Services”, whose goal is to ensure that therapies are accessible at the point of treatment (the “POCare Center”). POCare Services, which have been expanding worldwide, are based on a global approach and local adaptation that allows replication and expansion. Global harmonization of the POCare Services is ensured by a central quality system, replicability of infrastructure and equipment and centralized monitoring and data management. The POCare Services include: ● Process development of therapies that are intended for use of the POCare Network, ● Adaptation of automation and closed systems to such therapies, ● Incorporation of the processing systems and the Good Manufacturing Processes (“GMP”) in the OMPULs, ● Tech transfers to required POCare Centers and training of local teams, ● Processing and supply and of the therapies and required supplies under GMP conditions by the various POCare centers, including required quality control testing, ● CRO services for clinical trials. POCare Centers are the decentralised hubs that provide harmonized services to customers and partners. The Company is working to provide a more efficient and scalable pathway for advanced therapies to reach patients more rapidly at lowered costs. The workflow of a POCare Center is designed to allow rapid capacities expansion while integrating new technologies. 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 and industry partners with a goal of achieving harmonized, regulated clinical development and production of POCare advanced therapies. 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 the Company’s POCare Network and/or partners, collaborators, and regional distributors. As of the date of this report, the OMPULs have been adapted for processing of CAR-T (chimeric antigen receptor T-cell) therapy, TIL (tumor infiltrating lymphocyte) and MSC (mesenchymal stem cell) based products, and are in the qualification stage for clinical use in various locations. Additional 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 advanced 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 OMPUL design delivers a potential industrial solution for us to deliver CGTs to practically any clinical institution at the point of care. The Company has continued to grow its infrastructure and expand its processing sites into new markets and jurisdictions. In addition, the Company has continued investing manpower and financial resources to focus on developing, processing and rolling out several types of OMPULs to be used and/or distributed through its POCare Network and/or partners, collaborators, and regional distributors. The Chief Executive Officer is the Company’s chief operating decision-maker who reviews 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: ● Orgenesis Maryland Inc. (the “U.S. Subsidiary”) is the center of activity in North America and is currently focused on setting up and providing POCare Services to the POCare Network. ● Koligo Therapeutics, Inc. (“Koligo”) is a Kentucky corporation that we acquired in 2020. Koligo is a leading regenerative medicine company, specializing in developing personalized cell therapies. It is currently focused on commercialising its metabolic pipeline via the POCare network throughout the United States and in international markets. ● Orgenesis CA, Inc. (the “California subsidiary”) is a Californian subsidiary incorporated in 2021 and is currently focussed on development of the Company’s technologies and therapies in California. ● Orgenesis Belgium SRL (the “Belgian Subsidiary”) is currently focused on expanding our POCare network in Europe, process development and the preparation of European clinical trials. ● Orgenesis Switzerland Sarl (the “Swiss Subsidiary”), was incorporated in October 2020, and is currently focused on providing management services to us. ● Orgenesis Germany GmbH (incorporated in 2021) (the “German subsidiary”) is currently focused on providing CRO services to the POCare Network. ● Korea: Orgenesis Korea Co. Ltd. (the “Korean Subsidiary”), is a provider of processing and pre-clinical services in Korea. The Company owns 94.12 ● Orgenesis Ltd. in Israel (the “Israeli Subsidiary”) is a provider of regulatory, clinical and pre-clinical services in Israel. ● ● Orgenesis Biotech Israel Ltd. (“OBI”) is a provider of process development and cell-processing services in Israel. These consolidated financial statements include the accounts of Orgenesis Inc. and its subsidiaries including the Discontinued Operations. 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 Through December 31, 2021, the Company had an accumulated deficit of $ 106.4 26.9 14.8 Based on its current cash resources and commitments, including such investment agreement discussed in note 21, 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, although no assurance can be given that it will not need additional funds prior to such time. 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 will need to use mitigating actions as to seek additional financing or postpone expenses that are not based on firm commitments. In addition, in order to fund the Company’s operations until such time that the Company can generate sustainable positive cash flows, the Company may need to raise additional funds. The estimation and execution uncertainty regarding the Company’s future cash flows and management’s judgments and assumptions in estimating these cash flows to conclude that the Company would have sufficient liquidity to fund its operations for at least the next 12 months is a significant estimate. Those assumptions include reasonableness of the forecasted revenue, operating expenses, and uses and sources of cash.

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES The consolidated financial statements are prepared in accordance with accounting principles generally 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. Discontinued operations Upon divestiture of a business, the Company classifies such business as a discontinued operations, 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 operations until the period in which the business is actually abandoned. The Masthercell Business divestiture qualifies as a discontinued operations and therefore has been presented as such. The results of businesses that have qualified as a discontinued operations have been presented as such for all reporting periods. Results of discontinued operations include all revenues and expenses directly derived from such businesses; general corporate overhead is not allocated to discontinued operations. Any loss or gain that arose from the 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). d. 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. e. Cost of services and other research and development expenses, net Cost of services and other research and development expenses, net 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. f. 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. g. 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. 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. h. 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. i. 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. j. 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 10 Office equipment and computers 3 17 k. 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 In-process research and development Indefinite 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. The Company capitalizes IPR&D projects acquired as part of a business combination. On successful completion of each project, IPR&D assets are reclassified to developed technology and amortized over their estimated useful lives. l. 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 m. 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 n. 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 and associated companies 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. o. 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. p. 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. q. 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). r. 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 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, material delays in payments and other objective considerations by management that indicate expected risk of payment are all considered indicative of reduced debtor balance value. s. 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. The Company did not reissue nor cancel treasury shares during the year ended December 31, 2021 and December 31, 2020. t. 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). u. Other Comprehensive Loss Other comprehensive loss represents adjustments of foreign currency translation. v. 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 operations 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) . In addition, during 2021, the Company started providing support services to its customers. These revenues are recognized as and when the services are provided because the customer simultaneously receives and consumes the benefits provided. Also included in POC development services is Hospital supplies revenue which is derived principally from 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 identifying the distinct performance obligations and estimating the standalone selling price of each distinct performance obligation and identifying which performance obligations create assets with alternative use to the Company, which results in revenue recognized upon completion, and which performance obligations are transferred to the customer over time. Cell Process Development Services 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. 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. 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. w. Leases The Company recognizes lease expenses according to the lease standard ASC 842 and related amendments. 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’ 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. x. 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 expects to apply modified retrospective basis adoption of this guidance, which will not have a significant impact on the Company’s consolidated financial statements. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation— Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815- 40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”). The guidance is effective for the Company on January 1, 2022. The Company expects that this guidance, will not have a significant impact on the Company’s consolidated financial statements. In October 2021, the FASB issued ASU 2021-08 “Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers”, which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers. The guidance will result in the acquirer recognizing contract assets and contract liabilities at the same amounts recorded by the acquiree. The guidance should be applied prospectively to acquisitions occurring on or after the effective date. The guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted, including in interim periods, for any financial statements that have not yet been issued. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements. In November 2021, the FASB issued ASU 2021-10 “Government Assistance (Topic 832)”, which requires annual disclosures that increase the transparency of transactions involving government grants, including (1) the types of transactions, (2) the accounting for those transactions, and (3) the effect of those transactions on an entity’s financial statements. The amendments in this update are effective for financial statements issued for annual periods beginning after December 15, 2021. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements.

DISCONTINUED OPERATION

DISCONTINUED OPERATION	12 Months Ended
	Dec. 31, 2021
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 FINANCIAL STATEMENTS Year Ended December 31, OPERATIONS 2020 Revenues $ 2,556 Cost of revenues 1,482 Cost of services and other research and development expenses, net 7 Amortization of intangible assets 137 Selling, general and administrative expenses 1,896 Operating loss 966 Other expenses, net 305 Financial income, net (29 ) Loss before income taxes 1,242 Tax income (30 ) Net loss from discontinuing operation, net of tax $ 1,212 DISPOSAL Gain on disposal before income taxes $ 96,918 Provision for income taxes - Gain on disposal $ 96,918 Net profit from discontinuing operation, net of tax $ 95,706 The following table represents the components of the cash flows from discontinued operations (in thousands): Year Ended December 31, 2020 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 Year Ended December 31, 2020 Revenue stream: Cell process development services $ 2,556 Total $ 2,556 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 SFPI 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, 2021
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 Ranprinase 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 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 Included in the purchased assets of Tamir was the assumption by us 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. We also received a less than 10 Koligo Therapeutics Acquisition 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 was 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 20 66,910 5.26 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 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. All of the shares required to be registered by the Company pursuant to the Registration Rights and Lock-Up Agreement were registered by the Company in November 2020. 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) Fair value of 8.8 % of shared issued * 11,172 Fair value of 8.8 % of shared issued * 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) 9,340 IPR&D (a) 641 Other intangible assets 641 Operating lease right-of-use assets 238 Goodwill (b) 3,704 Goodwill 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 Year ended December 31, 2020 Revenues $ 8,239 Net loss $ 318 Loss per share: Basic $ 0.05 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 Extracellular Vesicle (“EV”) Technology License During the third quarter of 2020, the Company purchased IP and related EV technology pursuant to an EV agreement (the “EV agreement”). According to the EV agreement, the Company received all of the rights in the EV technology purchased, in the amount of $ 500 500

PROPERTY, PLANTS AND EQUIPMENT

PROPERTY, PLANTS AND EQUIPMENT	12 Months Ended
	Dec. 31, 2021
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 2021 2020 December 31, 2021 2020 (in thousands) Cost: Production facility $ 4,040 $ 2,801 Office furniture and computers 555 697 Lab equipment 2,435 1,483 Advance payment 6,181 281 Subtotal 13,211 5,262 Less – accumulated depreciation (2,940 ) (2,189 ) Total $ 10,271 $ 3,073 Depreciation expense for the years ended December 31, 2021 and December 31, 2020 were $ 916 705 Property, plants and equipment, net by geographical location were as follows: SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT BY GEOGRAPHICAL LOCATION 2021 2020 December 31, 2021 2020 (in thousands) Belgium $ 1,149 $ 358 Korea 694 839 Israel 2,602 1,386 U.S. 5,826 490 Total $ 10,271 $ 3,073 Property, plants and equipment, net $ 10,271 $ 3,073

INTANGIBLE ASSETS AND GOODWILL

INTANGIBLE ASSETS AND GOODWILL	12 Months Ended
	Dec. 31, 2021
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, 2021 and 2020 are as follows: SCHEDULE OF GOODWILL (in thousands) 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 Translation differences (342 ) Goodwill as of December 31, 2021 $ 8,403 Goodwill Impairment See Note 2(l) for the Company’s goodwill impairment analysis. Other Intangible Assets Other intangible assets consisted of the following: SCHEDULE OF OTHER INTANGIBLE ASSETS 2021 2020 December 31, 2021 2020 (in thousands) Gross Carrying Amount: Know How $ 2,904 $ 3,170 Customer relationships 811 886 Kyslecel Technology 9,340 9,340 IPR&D 641 641 Subtotal 13,696 14,037 Less – Accumulated amortization (1,875 ) (1,014 ) Net carrying amount of other intangible assets $ 11,821 $ 13,023 Intangible assets amortization expenses were approximately $ 948 478 Estimated aggregate amortization expenses for the five succeeding years ending on December 31 st SCHEDULE OF ESTIMATED AGGREGATE AMORTIZATION EXPENSES 2022 2023 to 2026 (in thousands) Amortization expenses $ 323 $ 1,390

CONVERTIBLE LOANS

CONVERTIBLE LOANS	12 Months Ended
	Dec. 31, 2021
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, 2021 and December 31, 2020 are as follows: Principal Amount Issuance Year Interest Rate Maturity Period Exercise Price NOTE BCF (in thousands) (Years) Convertible Loans Outstanding as of December 31, 2021 $ 750 * 2018 2 % 5 7.00 (1)+(4) 39 8,750 * 2019 6 8 % 3 5 7.00 (2)+(4) - 250 * 2020 8 % 3 7.00 (3 ) - $ 9,750 * Extended during the year ended December 31, 2021 Convertible Loans Outstanding as of December 31, 2020 $ 1,000 2018 2 % 3 7.00 (1)+(4) 71 9,500 2019 6 8 % 2 5 7.00 (2)+(4) - 250 2020 8 % 2 7.00 (3 ) - $ 10,750 Convertible Loans repaid during the year ended December 31, 2021 Principal Amount Issuance Year Interest Rate Maturity Period Exercise Price BCF 750 2019 8 % 2 $ 7 31 250 2018 2 % 3 7 - 1,000 Convertible Loans repaid during the year ended December 31, 2020 Principal Amount Issuance Year Interest Rate Maturity Period Exercise Price BCF 500 2018 2 % 2 $ 7 53 500 2019 6 % 2 7 - 1,400 2019 8 % 3 7 - 2,400 Apart from the items mentioned below there were no repayments of convertible loans during the fiscal years ended December 31, 2020 and December 31, 2021. In addition, there were no conversions during the fiscal years ended December 31, 2020 and December 31, 2021. (1) The holders, at their option, may convert the outstanding principal amount and accrued interest under this note into a total of 113,775 113,775 three 113,775 7 (2) The holders, at their option, may convert the outstanding principal amount and accrued interest under this note into a total of 1,363,206 1,070,176 three 1,070,176 7 3,750 (3) The holders, at their option, may convert the outstanding principal amount and accrued interest under this note into a total of 41,416 7 (4) During the year ended December 31, 2021, the Company and certain convertible loan holders (including certain credit line investors, see note 7 (e)) agreed to extend the maturity date on loans due during the fourth quarter of 2021 to June 30, 2023. The principal amount extended was $ 2.25 926,413 6.24 June 30, 2023 The Company concluded that the change in the terms (including for the credit line investors extension) does not constitute a troubled debt restructuring. The Company therefore applied the guidance in ASC 470-50, Modifications and Extinguishments. The accounting treatment is determined by whether terms of the new debt and original debt are substantially different. The new debt and the old debt are considered “substantially different” pursuant to ASC 470-50 when the change in the fair value of the embedded conversion option is at least 10 10 1,865 The fair value of the conversion feature was estimated using the binomial model. The total fair value of the new instruments is $ 4.4 Following are the main estimates and assumptions that were used for the valuation of the new instruments as of the valuation date: SCHEDULE OF ESTIMATES AND ASSUMPTIONS OF NEW INSTRUMENTS OF VALUATION DATE Parameter 8% Note 2% Note Warrants Notional (USD) 1,500,000 750,000 926,413 Accrued Coupon (USD) 224,603 41,945 - Coupon Rate 8.00 % 2.00 % - Conversion Ratio (USD) 7.00 7.00 - Exercise Price (USD) - - 6.24 Stock Price (USD) 5.02 5.02 5.02 Expected Term (years) 1.79 1.79 1.79 Risk Free Rate 0.20 % 0.20 % 0.20 % Volatility 72.84 % 72.84 % 72.84 % Yield 7.87 % 7.84 % - b. 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 c. In June 2019, the Company entered into private placement subscription agreements with investors for an aggregate amount of $ 2 7.00 7.00 d. 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 $ 5.0 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, became 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 During the year ended December 2020, the Company repaid principal amount of $ 2,400 372 During the year ended December 2021, the company repaid principal amount of $ 1,000 140 See note 7 (a) (4) regarding the extension of certain of the Credit Line Agreements. e. 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 f. 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 h . 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, 2021
Loans
LOANS	NOTE 8 – LOANS Terms of Short-term Loans SCHEDULE OF LOANS Currency Interest Rate 2021 2020 December 31, Currency Interest Rate 2021 2020 (in thousands) Short term loans USD 1.00 % - 145 Total loans $ - $ 145

LEASES

LEASES	12 Months Ended
	Dec. 31, 2021
Leases
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 2021 2020 December 31, 2021 2020 Assets Operating Leases Operating lease right-of-use assets $ 1,015 $ 1,474 Finance Leases Property, plants and equipment, gross 91 99 Accumulated depreciation (33 ) (17 ) Property and equipment, net $ 58 $ 82 Liabilities Current liabilities Current maturities of operating leases $ 481 $ 485 Current maturities of long-term finance leases $ 18 $ 19 Long-term liabilities Non-current operating leases $ 561 $ 1,020 Long-term finance leases $ 41 $ 64 Weighted Average Remaining Lease Term Operating leases 2.3 3.4 Finance leases 3.2 4.2 Weighted Average Discount Rate Operating leases 6.9 % 6.7 % Finance leases 2.0 % 2.0 % Lease Costs The table below presents certain information related to lease costs and finance and operating leases: SCHEDULE OF LEASE COSTS 2021 2020 Years ended December 31, 2021 2020 Operating lease cost: $ 514 547 Finance lease cost: Amortization of leased assets 20 17 Interest on lease liabilities 1 3 Total finance lease cost $ 21 20 The table below presents supplemental cash flow information related to lease: SCHEDULE OF SUPPLEMENTAL CASHFLOW INFORMATION Years ended December 31, 2021 2020 (in Thousands) Cash paid for amounts included in the measurement of leases liabilities: Operating leases $ 526 $ 515 Finance leases $ 20 $ 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, 2022 $ 516 $ 19 2023 338 19 2024 181 19 2025 54 4 Total minimum lease payments 1,089 61 Less: amount of lease payments representing interest (47 ) (2 ) Present value of future minimum lease payments 1,042 59 Less: Current leases obligations (481 ) (18 ) Long-term leases obligations $ 561 $ 41 Right-of-use assets by geographical location were as follows: SCHEDULE OF RIGHT-OF-USE ASSETS BY GEOGRAPHICAL LOCATION December 31, 2021 2020 (in thousands) Korea $ 432 $ 683 Israel 365 496 U.S. 218 295 Total $ 1,015 $ 1,474

COMMITMENTS AND LICENSE AGREEME

COMMITMENTS AND LICENSE AGREEMENTS	12 Months Ended
	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND LICENSE AGREEMENTS	NOTE 10 – COMMITMENTS AND LICENSE AGREEMENTS See Note 11 for additional commitments for funding of the ventures of the company. a. 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, 2021, 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 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 1.2 145 264 (2) In April 2016, the Belgian Subsidiary received the formal approval from DGO6 for a Euro 1.3 1.5 55 717 800 438 537 358 406 74 (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 (4) In December 2020, the Belgian Subsidiary received the formal approval from DGO6 for a Euro 2.9 3.5 60 1.7 2.1 301 366 392 445 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 up to $ 400 299 5 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 make 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 2018, OBI entered into a Cooperation and Project Funding Agreement (CPFA) with the BIRD fund, which provided certain grant funding, and Secant. As of December 31, 2021, OBI had received a total amount of $ 425 5 f. 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 12 g. Immugenyx LLC. On October 16, 2018, the Company and Immugenyx LLC., a corporation with its registered office in the USA (“Immu”), which is engaged in the development of technology related to the production and use of humanized mice entered into a Collaboration Agreement (the “Immu Agreement”) pursuant to which the parties will collaborate in the funding, 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 1 h. BG Negev Technologies and Applications (“BGN”). On August 2, 2018, Company entered into a licensing agreement with BGN. According to the agreement, the Company 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 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 of December 31, 2021 no royalty incurring sales were made. In January 2022, the Company terminated both of the licensing agreements with BGN effective April 26, 2022. i. 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 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 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 annual maintenance fees and royalties of sales of up to 5 18 l. 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 m. University of Louisville research foundation (“ULRF”) Koligo had exclusively licensed patents and technology from the ULRF related to the revascularization and 3D printing of cell and tissue for transplant (“ULRF licensed products”). The Company is committed to utilizing commercial reasonable efforts to achieving certain milestones regarding the ULRF licensed products. Pursuant to the license, Company will pay ULRF royalties of 3.5 40 n. Neuro-Immunotherapy Exclusive License Agreement During the twelve months ended December 31, 2021, the Company entered into an exclusive license agreement in the field of neuro-immunotherapy. Pursuant to the agreement, the Company received an exclusive, worldwide, sublicensable, royalty-bearing license of certain technology and patents for the purpose of developing, manufacturing, using, and commercializing the licenced technology. Royalties of between 0.5 5 15 12 2.0 36 2 o. Savicell On June 14, 2021, the Company and Savicell Ltd (“Savicell”) entered into a collaboration agreement (the “Savicell Agreement”) to collaborate in the evaluation, continued development, validation, and use of Savicell’s platform designed for the early detection and diagnosis of diseases and conditions and for quality control and monitoring purposes, in conjunction with the Company’s systems. Pursuant to the Savicell Agreement, the Company will provide to Savicell funding for the performance of certain tasks agreed upon by the parties in a work plan. In consideration for such funding, Savicell will supply the Company with products developed under the Savicell Agreement at preferential rates and grant to the Company a worldwide exclusive licence to sell such products in the Company’s point-of-care network of hospitals, clinics and institutions for quality control and monitoring of manufacturing and processing of autologous immune cells manipulated by cell and gene therapies. The Company will be required to pay a 10 p. Stromatis Pharma On June 15, 2021, the Company and Stromatis Pharma Inc. (“Stromatis”) entered into a Collaboration and Sublicense Agreement (the “Stromatis Agreement”) to collaborate in refining methods for GMP manufacturing of CAR-T/CAR-NK CT109; and the development and validation of the Stromatis technology as it relates to the CAR-T/CAR-NK CT109 antibody up to and inclusive of filing of Investigational New Drug Application relating to Stromatis’ CAR-T/CAR-NK CT109 antibody (“Licensed Product”), in accordance with the agreed project plan (“Project”). The Company will fund the Project by providing Stromatis an amount of $ 1.2 Stromatis has the option to convert the exclusive Manufacturing Rights to non-exclusive rights subject to repayment by Stromatis of an amount equal to funding provided by the Company and an additional payment by Stromatis of an ongoing revenue share of five percent ( 5 12 500 q. Helmholtz Zentrum München Deutsches Forschungszentrum für Gesundheit und Umwelt (GmbH)) (“HMGU”) During September 2021, HMGU granted an exclusive licence under HGMU owned patent rights and non-exclusive license under HGMU know how and licensed materials, to the Company in the field of certain human stem cells. The Company incurred a one-time up-front payment of approximately $ 60 18 36 3 4 200,000 5 10 18

COLLABORATIONS

COLLABORATIONS	12 Months Ended
	Dec. 31, 2021
Collaborations
COLLABORATIONS	NOTE 11 – COLLABORATIONS a. Adva Biotechnology Ltd. On January 28, 2018, the Company and Adva Biotechnology Ltd. (“Adva”), entered into a Master Services Agreement (“MSA”), pursuant to which the Company and/or its affiliates provided certain services relating to development of products for Adva. In consideration for and subject to the fulfillment by the Company of certain funding commitments which were completed in 2019, 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. 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). Two liver samples have been processed and stored for potential clinical use. c. 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. d. Johns Hopkins University During the year ended December 31, 2021, the Company and Johns Hopkins University entered into a sublease and construction agreement for the establishment of a clinical therapeutic development and point of care center in Maryland of approximately 6,830 510 5 260 324 10 e. Joint venture agreements 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. During 2021, the Company and / or JV partner continued the POCare network expansion in each of the territories as relevant. 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 51 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 9. Unless otherwise stated, the relevant JVE had not been incorporated by December 31, 2021. Name of party (and country of origin) POC Territory Notes Theracell Advanced Biotechnology SA (Greece) Greece, Turkey, Cyprus, Israel and Balkans (1) Broaden Bioscience and Technology Corp (USA) Certain projects in China and the Middle East Mircod LLC (US) Russia (2) Image Securities FZC (UAE) (a related party) India (3) Cure Therapeutics (Korea) Korea and Japan Kidney Cure Ltd (Israel) N / A (4) Sescom Ltd (Israel) N / A (5) Educell D.O.O (Slovenia) Croatia, Serbia and Slovenia (6) 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 (7) First Choice International Company, Inc (USA) Panama and certain other Latin American countries (8) SBH Sciences Inc (USA) N / A (9) Celleska Pty Ltd (Australia) Australia (10) Revitas SA (Belgium) N / A (11) Deep Med IO Ltd. (UK) N / A (12) (1) The Theracell JVE was incorporated in Greece under the name of Theracell Laboratories Ltd. (See Note 12). In November 2021, the Company loaned approximately $ 800 8 20 287 3 8 (2) Under the Mircod JVA, provisos 7 and 8 do not apply. Subject to payment by the Company 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. In order for the Company to fulfil its obligations pursuant to proviso 6, the Parties concluded a convertible loan agreement pursuant to which Company shall lend to Mircod Biotech Inc up to $ 5 6 1,640 (3) On August 24, 2021, the Company entered into a convertible loan agreement with Image whereby, pursuant to the terms of the Image joint venture agreement, the Company agreed to loan Image up to $ 5 6 3 (4) The Kidney Cure JVE was incorporated in Switzerland under the name of Butterfly Biosciences Sarl (“BB”) (See Note 12). The Company recorded the expenses paid to BB as research and development expenses under ASC 730. (5) 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. The Company recorded the expenses paid to Sescom under the JVA as research and development expenses under ASC 730. (6) During 2021, the Company and Educell entered into a convertible loan agreement whereby the Company, pursuant to its obligations under the JVA, agreed to loan up to $ 1.2 970 4.5 5 (7) See note 21. (8) 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 (9) 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. 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. Provisos 7 and 8 do not apply to the SBH JVA. There was no material activity under the SBH JVA during 2021. (10) The Celleska JVA was signed in 2021. (11) The Revitas JVE was incorporated in Belgium under the name of RevaCel Srl during 2021 (See Note 12). The Company holds 51 49 (12) In November 2021, Deep Med IO Ltd (“Deep Med”) and Company entered into a JVA. The parties agreed to collaborate in the development and commercialization of an AI-powered system to be used in the manufacturing and/or quality control of CGTs, in accordance with an agreed upon work plan. Under the JVA, the Company committed to provide Deep Med with funding in the amount of up to $ 3 1 3 6

INVESTMENTS IN ASSOCIATES, NET

INVESTMENTS IN ASSOCIATES, NET	12 Months Ended
	Dec. 31, 2021
Investments in and Advances to Affiliates [Abstract]
INVESTMENTS IN ASSOCIATES, NET	NOTE 12 – INVESTMENTS IN ASSOCIATES, NET a. Theracell Laboratories Private Company During 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 2020, the Company and Kidney Cure (“KC”), 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. RevaCel During 2021, the Company and Revatis S.A (“Revatis”), pursuant to the Revatis JVA (See Note 11) incorporated the Revatis JV Entity known as RevaCel Srl (“RevaCel”) in Belgium. RevaCel will develop products in the field of muscle-derived mesenchymal stem/progenitor cells. The Company holds a 51 49 d. The table below sets forth a summary of the changes in the investments for the years ended December 31, 2021 and December 31, 2020: SCHEDULE OF CHANGES IN INVESTMENTS 2021 2020 December 31, 2021 2020 (in thousands) Opening balance $ 175 $ - Investments during the period 260 69 Share in net loss of associated companies (272 ) 106 Exchange rate differences (11 ) - Total $ 152 $ 175 Ending balance $ 152 $ 175

EQUITY

EQUITY	12 Months Ended
	Dec. 31, 2021
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 1.911 b. Tamir Biotechnology, Inc. For the acquisition of Tamir, see Note 4. As aggregate consideration for the acquisition, the Company issued an aggregate of 3,400,000 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 20 66,910 d. Warrants A summary of the Company’s warrants granted to investors and as finder’s fees as of December 31, 2021, and December 31, 2020 and changes for the periods then ended is presented below: SCHEDULE OF WARRANTS ACTIVITY December 31, 2021 2020 Number of Warrants Weighted Average Exercise Price $ Number of Warrants Weighted Average Exercise Price $ Warrants beginning of the period 7,070,241 6.20 6,010,087 6.35 Changes during the period: Issued 926,413 6.24 1,344,606 5.64 Exercised (319,811 ) 6.19 - - Expired (4,634,323 ) 6.29 (284,452 ) 6.53 Warrants outstanding and exercisable at end of the period* 3,042,521 6.09 7,070,241 6.20 During the year ended December 31, 2021, the Company received approximately $ 1.9 6.24 305,523 As of December 31, 2021 and December 31, 2020, there are no warrants that are subject to exercise price adjustments. e. Treasury shares During the year ended December 31, 2021, the Company repurchased its shares under a stock repurchase plan (the “Stock Repurchase Plan”). The following table summarizes the share repurchase activity pursuant to the Stock Repurchase Plan during the year ended December 31, 2021. S CHEDULE OF STOCK REPURCHASE PLAN Total Number of Shares Average Price Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Value that May Yet Be Purchased Under the Plans or Programs (in thousands) January 2021 2,306 $ 4.45 $ 10,255 $ 9,740 April 2021 8,850 4.49 39,730 9,699 May 2021 195,625 4.34 848,234 8,841 November 2021 24,477 4.32 105,806 8,734 231,258 $ 4.34 $ 1,004,025 $ 8,734 The following table summarizes the share repurchase activity from the inception of the Stock Repurchase Plan through December 31, 2020. Total Number of Shares Average Price Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Value that May Yet Be Purchased Under the Plans or Programs (in thousands) October 2020 $ 8,807 $ 4.47 $ 8,807 $ 9,960 November 2020 101 4.50 101 9,960 December 2020 46,401 4.47 46,401 9,750 55,309 $ $ 4.47 $ 55,309 $ 9,750 g. Controlled Equity Offering Sales Agreement 25.0 3.0

INCOME (LOSS) PER SHARE

INCOME (LOSS) PER SHARE	12 Months Ended
	Dec. 31, 2021
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 2021 2020 Years ended December 31, 2021 2020 (in thousands, except per share data) Basic and diluted: Net loss from continuing operations attributable to Orgenesis Inc. $ 18,053 $ 95,088 Net income from discontinued operations attributable to Orgenesis Inc. for loss per share - (96,198 ) Adjustment of redeemable non-controlling interest to redemption amount - (5,160 ) Basic: Net income (loss) available to common stockholders - (101,358 ) Net (income) loss attributable to Orgenesis Inc. for loss per share 18,053 (6,270 ) Weighted average number of common shares outstanding 24,273,658 21,320,314 Loss per common share from continuing operations $ 0.74 $ 4.46 Net income common share from discontinued operations $ - $ (4.75 ) Net (income) loss per share $ 0.74 $ (0.29 ) For the year ended December 31, 2021, and December 31, 2020, 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 5,919,739 1,518,397 10,212,789 1,630,857

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION	12 Months Ended
	Dec. 31, 2021
Share-based Payment Arrangement [Abstract]
STOCK-BASED COMPENSATION	NOTE 15 – STOCK-BASED COMPENSATION a. Global Share Incentive Plan The Company’s stockholders have approved the 2017 Equity Incentive Plan (the “2017 Plan”) under which, the Company had reserved a pool of 3,000,000 10 2,470,283 900,901 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 1,415,008 16,198 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, 2021, and December 31, 2020: 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, 2021 277,000 $ 2.96 5.12 Quarterly over a period of two years $ 812 10 Directors December 31, 2021 84,650 $ 2.89 On the one-year anniversary $ 149 10 Employees December 31, 2020 531,450 2.99 6.84 Quarterly over a period of t wo years $ 1,312 10 Directors December 31,2020 145,050 $ 2.99 4.7 96 4 $ 377 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 , SCHEDULE OF STOCK OPTIONS, VALUATION ASSUMPTIONS Years Ended December 31, 2021 2020 Value of one common share $ 2.89 5.12 $ 2.99 6.84 Dividend yield 0 % 0 % Expected stock price volatility 71 77 % 80 86 % Risk free interest rate 0.96 1.34 % 0.36 1.71 % Expected term (years) 5.5 5.56 5.50 6.00 A summary of the Company’s stock options granted to employees and directors as of December 31, 2021 and December 31, 2020 is presented below: SCHEDULE OF STOCK OPTIONS ACTIVITY Years Ended December 31 2021 2020 Number of Options Weighted Average Exercise Price $ Number of Options Weighted Average Exercise Price $ Options outstanding at the 2,917,667 4.05 2,465,522 4.44 Changes during the period: Granted 361,650 4.19 676,500 3.74 Exercised *(13,750 ) 4.63 - - Expired (20,813 ) 5.67 (11,876 ) 7.88 Forfeited (34,749 ) 4.67 (57,042 ) 4.52 Cancelled - - (155,437 ) 8.38 Options outstanding at 3,210,005 4.05 2,917,667 4.05 Options exercisable at 2,777,563 4.00 2,299,937 4.03 * During the year ended December 31, 2021, the Company received $ 64 13,750 4.63 The following table presents summary information concerning the options granted and exercisable to employees and directors outstanding as of December 31, 2021 (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 2.64 663 230,189 - 0.012 510,017 0.09 1,463 510,017 6 2.89 84,650 9.96 - - - 2.96 63,500 9.96 - - - 2.99 432,200 8.15 - 431,638 1,291 3.14 2,500 7.91 - 2,500 8 4.42 50,000 5.93 - 50,000 221 4.5 34,000 7.17 - 34,000 153 4.6 174,800 8.68 - 112,488 517 4.7 6,250 8.03 - 2,083 10 4.8 483,337 4.94 - 483,337 2,320 5.02 78,500 9.71 - - - 5.07 52,500 7.00 - 52,500 266 5.1 60,500 8.34 - 44,750 228 5.99 327,050 6.61 - 297,425 1,782 6 16,667 2.59 - 16,667 100 6.84 15,125 6.79 - 12,453 85 7.2 83,334 5.43 - 83,334 600 8.36 250,001 6.50 - 250,001 2,090 8.91 15,000 6.46 - 15,000 134 9 20,834 1.54 - 20,834 187 9.48 58,908 0.52 - 58,908 558 10.2 39,267 0.42 - 39,267 401 3,210,005 5.45 2,126 2,777,563 11,111 Costs incurred with respect to stock-based compensation for employees and directors for the years ended December 31, 2021 and December 31, 2020 were $ 1,349 1,470 450 1,093 1.75 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, 2021 and December 31, 2020: SCHEDULE OF STOCK OPTIONS GRANTED TO CONSULTANTS Vesting period Fair value at grant (in thousands) Non-employees 2021 7,500 $ 2.96 Quarterly over a period of two $ 22 10 Non-employees 2020 62,500 $ 2.99 6.84 Quarterly over a period of two $ 209 10 The fair value of options granted during 2021 and to consultants and service providers, was computed using the Black-Scholes model. The underlying data used for computing the fair value of the options are as follows: SCHEDULE OF STOCK OPTIONS, VALUATION ASSUMPTIONS Years Ended December 31, 2021 2020 Value of one common share $ 2.96 $ 2.99 6.84 Dividend yield 0 % 0 % Expected stock price volatility 145 % 86 89 Risk free interest rate 1.47 % 0.73 1.12 Expected term (years) 10 10 A summary of the Company’s stock options granted to consultants and service providers as of December 31, 2021, and December 31, 2020 is presented below: SCHEDULE OF STOCK OPTIONS ACTIVITY Years Ended December 31, 2021 2020 Number of Options Weighted Average Exercise Price $ Number of Options Weighted Average Exercise Price $ Options outstanding at the 549,141 5.89 598,310 5.76 Changes during the year: Granted 7,500 2.96 62,500 3.97 Exercised - - (83,334 ) 3.60 Forfeited (8,950 ) 3.88 (8,335 ) 5.99 Cancelled - - (20,000 ) 5.30 Options outstanding at end of the year 547,691 5.89 549,141 5.89 Options exercisable at end of the year 467,689 6.20 450,972 6.28 The following table presents summary information concerning the options granted and exercisable to consultants and service providers outstanding as of December 31, 2021 (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) 2.96 7,500 9.96 - - - 2.99 35,000 8.22 - - - 3.14 11,250 7.91 - 11,250 35 3.36 136,775 4.32 - 136,775 459 4.09 25,000 7.76 - 25,000 102 4.42 5,125 5.93 - 5,125 23 4.5 13,335 7.53 - 5,000 23 4.6 20,000 8.96 - 4,000 18 4.8 16,668 4.94 - 16,668 80 5.07 5,000 7.19 - 1,000 5 5.3 15,000 6.70 - 15,000 80 5.99 16,670 6.81 - 16,670 100 6 90,000 2.59 - 90,000 540 6.84 7,500 8.38 - - - 7 70,000 7.83 - 70,000 490 7.32 8,334 0.89 - 8,334 61 8.34 8,600 6.52 - 8,600 72 8.43 8,333 6.05 - 6,666 56 11.52 8,334 1.26 - 8,334 96 16.8 39,267 0.28 - 39,267 660 547,691 5.22 - 467,689 2,900 Costs incurred with respect to options granted to consultants and service providers for the years ended December 31, 2021 and December 31, 2020 were $ 122 113 109 3.58 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 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 2) 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 3) During the twelve months ended December 31, 2021, the Company issued 25,000 25,000

TAXES

TAXES	12 Months Ended
	Dec. 31, 2021
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, 2021, the Company has an accumulated tax loss carryforward of approximately $ 29 18 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 NOL 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 and before January1, 2021. The Company has assessed 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 2021 and 2020 are 23 As of December 31, 2021, the Israeli Subsidiaries has an accumulated tax loss carryforward of approximately $ 11 11 c. Corporate taxation in Belgium The Belgian Subsidiary are taxed according to Belgian tax laws. The corporate tax rates applicable to 2021, 2020 are 25%. As of December 31, 2021, the Belgian Subsidiary has an accumulated tax loss carryforward of approximately $ 8 7 8 1 d. Corporate taxation in Korea The basic Korean corporate tax rates are currently: 10 200 20 20 22 300 25 300 1 200 2 200 20 2.2 20 300 2.5 300 As of December 31, 2021, the Korean subsidiary has an accumulated tax loss carryforward of approximately $ 3 3,023 4 15 e. Deferred Taxes The following table presents summary of information concerning the Company’s deferred taxes as of the years ending December 31, 2020 and December 31, 2020 (in thousands): SCHEDULE OF DEFERRED TAX ASSETS 2021 2020 December 31, 2021 2020 (U.S. dollars in thousands) Deferred tax assets (liabilities), net: Net operating loss carry forwards $ 11,451 $ 9,606 Research and development expenses 1,273 1,684 Equity compensation 2,631 2,747 Employee benefits 197 252 Property, plant and equipment (206 ) - Leases asset 186 533 Lease liability (134 ) (324 ) Loans 26 - Intangible assets (2,738 ) (2,863 ) Other 119 297 Total 12,805 11,932 Valuation allowance (12,805 ) (11,932 ) Net deferred tax liabilities $ - $ - 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 have recorded full valuation allowance. The changes in valuation allowance are comprised as follows: SCHEDULE OF VALUATION ALLOWANCE, ACTIVITY December 31, 2021 2020 (U.S dollars in thousands) Balance at the beginning of year $ (11,932 ) $ (14,939 ) Change during the year (873 ) 3,007 Balance at end of year $ (12,805 ) $ (11,932 ) 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, 2021, the Company has not accrued a provision for uncertain tax positions.

REVENUES

REVENUES	12 Months Ended
	Dec. 31, 2021
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 Years Ended December 31, 2021 2020 (in thousands) Revenue stream: POC and hospital services (Mainly POC) $ 32,819 $ 6,068 Cell process development services 2,683 1,584 Total $ 35,502 $ 7,652 POC development services are the result of agreements between Company and its partners (See Note 11). A breakdown of the revenues per customer what constituted at least 10% of revenues is as follows: SCHEDULE OF BREAKDOWN OF REVENUES PER CUSTOMER Years Ended December 31, 2021 2020 (in thousands) Revenue earned: Customer A (Korea) $ 7,703 $ 2,857 Customer B (United Arab Emirates) 6,969 - Customer C (China) 6,491 1,577 Customer D (India) – related party 3,856 1,475 Customer E (Greece) 4,693 1,412 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 Years Ended December 31, 2021 2020 (in thousands) Balance as of beginning of period $ 3,085 $ 1,831 Acquisition of Koligo - 228 Additions 34,570 6,997 Collections (22,333 ) (5,982 ) Exchange rate differences (77 ) 11 Balance as of end of period $ 15,245 $ 3,085 The activity of the related party included in the trade receivables activity above is comprised of: Years Ended December 31, 2021 2020 (in thousands) Balance as of beginning of period $ 744 $ - Additions 3,856 1,244 Collections (2,628 ) (500 ) Balance as of end of period $ 1,972 $ 744 The activity for contract liabilities is comprised of: SCHEDULE OF ACTIVITY FOR CONTRACT LIABILITIES Years Ended December 31, 2021 2020 (in thousands) Balance as of beginning of period $ 59 $ 325 Additions - 597 Realizations - (862 ) Exchange rate differences - (1 ) Balance as of end of period $ 59 $ 59 The activity of the related party included in the contract liabilities activity above is comprised of: Year Ended December 31, 2020 (in thousands) Balance as of beginning of period $ - Additions 231 Collections (231 ) Balance as of end of period $ -

COST OF SERVICES AND OTHER RESE

COST OF SERVICES AND OTHER RESEARCH AND DEVELOPMENT EXPENSES, NET	12 Months Ended
	Dec. 31, 2021
Research and Development [Abstract]
COST OF SERVICES AND OTHER RESEARCH AND DEVELOPMENT EXPENSES, NET	NOTE 18 – COST OF SERVICES AND OTHER RESEARCH AND DEVELOPMENT EXPENSES, NET SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSES Years Ended December 31, 2021 2020 (in thousands) Total expenses $ 36,644 $ 84,182 Less grants - (196 ) Total $ 36,644 $ 83,986

FINANCIAL EXPENSES, NET

FINANCIAL EXPENSES, NET	12 Months Ended
	Dec. 31, 2021
Financial Expenses Net
FINANCIAL EXPENSES, NET	NOTE 19 – FINANCIAL EXPENSES, NET SCHEDULE OF FINANCIAL EXPENSES 2021 2020 Years Ended December 31, 2021 2020 (in thousands) Interest expense on convertible loans $ 943 $ 1,254 Foreign exchange loss, net 574 160 Other income (225 ) (353 ) Total $ 1,292 $ 1,061

RELATED PARTIES TRANSACTIONS

RELATED PARTIES TRANSACTIONS	12 Months Ended
	Dec. 31, 2021
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 Years ended December 31, 2021 2020 (in thousands) Continuing operations: Stock-based compensation expenses to executive officers $ 247 $ 221 Stock-based compensation expenses to Board Members $ 265 $ 209 Compensation of executive officers $ 4,422 $ 1,321 Management and consulting fees to Board Members $ 380 $ 264 Revenues from customer $ 3,856 $ 1,475 Cost of services and other research and development expenses, net $ - $ 4,772 Financial income $ 64 $ 169 b. Related Parties presented in the consolidated balance sheets SCHEDULE OF RELATED PARTIES PRESENTED IN CONSOLIDATED BALANCE SHEETS December 31, 2021 2020 (in thousands) Executive officers’ payables $ 51 $ 170 Non-executive directors’ payable $ 178 $ 13 Loan to Related Party $ 3,064 $ - Accounts receivable, net $ 1,972 $ 744

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 21 – SUBSEQUENT EVENTS a) On January 18, 2022, a complaint (the “Complaint”) was filed in the Tel Aviv District Court (the “Court”) against us and the Israeli subsidiary, Prof. Sarah Ferber, Vered Caplan and Dr. Efrat Asa Kunik (collectively, the “defendants”) by plaintiffs the State of Israel, as the owner of Chaim Sheba Medical Center at Tel HaShomer (“Sheba”), and Tel Hashomer Medical Research, Infrastructure and Services Ltd. (collectively, the “plaintiffs”). In the Complaint, the plaintiffs are seeking that the Court issue a declaratory remedy whereby the defendants are required to pay royalties to the plaintiffs at the rate of 7% of the sales and 24% of any and all revenues in consideration for sublicenses related to any produc t, service or process that contain know-how and technology of Sheba and any and all know-how and technology either developed or supervised by Prof. Ferber in the field of cell therapy, including in the category of the point-of-care platform and any and all services and products in relation to the defendants’ CDMO activity. In addition, the plaintiffs seek that the defendants provide financial statements and pay NIS 10 million to the plaintiffs due to the royalty provisions of the license agreement, dated February 2, 2012, between the Israeli subsidiary and Tel Hashomer Medical Research, Infrastructure and Services Ltd. (the “License Agreement”). The Complaint alleges that the Company and the Israeli subsidiary used know-how and technology of Sheba and know-how and technology either developed or supervised by Prof. Ferber while employed by Sheba in the field of cell therapy, including in the category of the point-of-care platform and the services and products in relation to the defendants’ CDMO activity and are entitled to the payment of certain royalties pursuant to the terms of the License Agreement. The defendants were required to file their statement of defense responding to this Complaint by March 20, 2022. The Company believes that the allegations in this Complaint are without merit and intend to vigorously defend itself against the claims. Since a loss is not considered probable, no provision was made in the financial statements. b) License and research agreement Yeda Research and Development Company Limited On January 25, 2022, the Company and Yeda Research and Development Company Limited (“Yeda”), an Israeli corporation, entered into a license and research agreement. Pursuant to the agreement, Yeda granted to the Company an exclusive, worldwide license to its licensed information and the licensed patents, for the development, manufacture, use, offer for sale, sale and import of products in the Field a field of tumor-infiltrating lymphocytes (TIL) and Chimeric antigen receptor (CAR) T cell immunotherapy platforms (excluding CAR-Cytokine Induced Killer cell immunotherapy). The Company undertakes to make commercially reasonable efforts to develop and commercialize products in the field, and to achieve certain milestones. In consideration for the grant of the License, the Company shall pay Yeda: A non-refundable annual license fee of $ 10 Royalties of up to 2 25% of all Other Receipts received in respect of a Sublicense first granted or an assignment of rights made prior to the achievement of the dosing of a first patient in a Phase I Clinical Trial; and (ii) 12.5% of all Other Receipts received in respect of a Sublicense first granted or an assignment of rights made on or after the date described in subclause (i) Milestone Events payments: $ 50 $ 500 350 $ 250 Patent fees already incurred by Yeda in connection with the Licensed Patents in the amount of $ 27 c) Joint venture agreement with Proterna Inc On January 26, 2022, the Company and Proterna, Inc. a Delaware corporation, (“Proterna”) (together, the “Parties”), entered into a joint venture agreement (“JVA”). Pursuant to the JVA, the Parties agreed to collaborate with each other and expand their activities in the development and commercialization of mRNA based vaccines and cellular immunotherapies for respiratory diseases, including, without limitation, COVID-19. The JVA provides that Proterna will grant to the JV Entity (“JVE”), under a separate license agreement, an exclusive, sublicensable right and license to its background IP as required to carry out the terms of the JVA including to develop, manufacture, distribute and market and sell mRNA vaccines and cellular immunotherapies for respiratory diseases, including COVID-19. In consideration for such license, the JVE will pay Proterna a 5 5 2.5 2,000,000 d) On February 22, 2022, the Company, pursuant to the joint venture agreement between itself and Mida Biotech BV, purchased all the issued shares in the latter for a consideration of $ 100 e) On March 30, 2022, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain investors (collectively, the “Investors”), pursuant to which the Company agreed to issue and sell to the Investors, in a private placement (the “Offering”), an aggregate of 4,933,333 3.00 1,000,000 4.50 14.8

SIGNIFICANT ACCOUNTING POLICI_2

SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2021
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.
Discontinued operations	c. Discontinued operations Upon divestiture of a business, the Company classifies such business as a discontinued operations, 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 operations until the period in which the business is actually abandoned. The Masthercell Business divestiture qualifies as a discontinued operations and therefore has been presented as such. The results of businesses that have qualified as a discontinued operations have been presented as such for all reporting periods. Results of discontinued operations include all revenues and expenses directly derived from such businesses; general corporate overhead is not allocated to discontinued operations. Any loss or gain that arose from the 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	d. 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 services and other research and development expenses, net	e. Cost of services and other research and development expenses, net Cost of services and other research and development expenses, net 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	f. 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	g. 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. 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.
Functional Currency	h. 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	i. 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	j. 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 10 Office equipment and computers 3 17
Intangible assets	k. 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 In-process research and development Indefinite 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. The Company capitalizes IPR&D projects acquired as part of a business combination. On successful completion of each project, IPR&D assets are reclassified to developed technology and amortized over their estimated useful lives.
Goodwill	l. 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 of Long-lived Assets	m. 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	n. 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 and associated companies 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	o. 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	p. 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	q. 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	r. 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 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, material delays in payments and other objective considerations by management that indicate expected risk of payment are all considered indicative of reduced debtor balance value.
Treasury shares	s. 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. The Company did not reissue nor cancel treasury shares during the year ended December 31, 2021 and December 31, 2020.
Beneficial Conversion Feature (“BCF”)	t. 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	u. Other Comprehensive Loss Other comprehensive loss represents adjustments of foreign currency translation.
Revenue from Contracts with Customers	v. 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 operations 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) . In addition, during 2021, the Company started providing support services to its customers. These revenues are recognized as and when the services are provided because the customer simultaneously receives and consumes the benefits provided. Also included in POC development services is Hospital supplies revenue which is derived principally from 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 identifying the distinct performance obligations and estimating the standalone selling price of each distinct performance obligation and identifying which performance obligations create assets with alternative use to the Company, which results in revenue recognized upon completion, and which performance obligations are transferred to the customer over time. Cell Process Development Services 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. 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. 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.
Leases	w. Leases The Company recognizes lease expenses according to the lease standard ASC 842 and related amendments. 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’ 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	x. 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 expects to apply modified retrospective basis adoption of this guidance, which will not have a significant impact on the Company’s consolidated financial statements. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation— Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815- 40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”). The guidance is effective for the Company on January 1, 2022. The Company expects that this guidance, will not have a significant impact on the Company’s consolidated financial statements. In October 2021, the FASB issued ASU 2021-08 “Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers”, which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers. The guidance will result in the acquirer recognizing contract assets and contract liabilities at the same amounts recorded by the acquiree. The guidance should be applied prospectively to acquisitions occurring on or after the effective date. The guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted, including in interim periods, for any financial statements that have not yet been issued. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements. In November 2021, the FASB issued ASU 2021-10 “Government Assistance (Topic 832)”, which requires annual disclosures that increase the transparency of transactions involving government grants, including (1) the types of transactions, (2) the accounting for those transactions, and (3) the effect of those transactions on an entity’s financial statements. The amendments in this update are effective for financial statements issued for annual periods beginning after December 15, 2021. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements.

SIGNIFICANT ACCOUNTING POLICI_3

SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2021
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 10 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 In-process research and development Indefinite

DISCONTINUED OPERATION (Tables)

DISCONTINUED OPERATION (Tables)	12 Months Ended
	Dec. 31, 2021
Discontinued Operations and Disposal Groups [Abstract]
SCHEDULE OF DISCONTINUED FINANCIAL STATEMENTS	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 FINANCIAL STATEMENTS Year Ended December 31, OPERATIONS 2020 Revenues $ 2,556 Cost of revenues 1,482 Cost of services and other research and development expenses, net 7 Amortization of intangible assets 137 Selling, general and administrative expenses 1,896 Operating loss 966 Other expenses, net 305 Financial income, net (29 ) Loss before income taxes 1,242 Tax income (30 ) Net loss from discontinuing operation, net of tax $ 1,212 DISPOSAL Gain on disposal before income taxes $ 96,918 Provision for income taxes - Gain on disposal $ 96,918 Net profit from discontinuing operation, net of tax $ 95,706 The following table represents the components of the cash flows from discontinued operations (in thousands): Year Ended December 31, 2020 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 Year Ended December 31, 2020 Revenue stream: Cell process development services $ 2,556 Total $ 2,556

ACQUISITION AND REORGANIZATION

ACQUISITION AND REORGANIZATION (Tables)	12 Months Ended
	Dec. 31, 2021
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) Fair value of 8.8 % of shared issued * 11,172 Fair value of 8.8 % of shared issued * 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) 9,340 IPR&D (a) 641 Other intangible assets 641 Operating lease right-of-use assets 238 Goodwill (b) 3,704 Goodwill 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 Year ended December 31, 2020 Revenues $ 8,239 Net loss $ 318 Loss per share: Basic $ 0.05

PROPERTY, PLANTS AND EQUIPMENT

PROPERTY, PLANTS AND EQUIPMENT (Tables)	12 Months Ended
	Dec. 31, 2021
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 2021 2020 December 31, 2021 2020 (in thousands) Cost: Production facility $ 4,040 $ 2,801 Office furniture and computers 555 697 Lab equipment 2,435 1,483 Advance payment 6,181 281 Subtotal 13,211 5,262 Less – accumulated depreciation (2,940 ) (2,189 ) Total $ 10,271 $ 3,073
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 2021 2020 December 31, 2021 2020 (in thousands) Belgium $ 1,149 $ 358 Korea 694 839 Israel 2,602 1,386 U.S. 5,826 490 Total $ 10,271 $ 3,073 Property, plants and equipment, net $ 10,271 $ 3,073

INTANGIBLE ASSETS AND GOODWILL

INTANGIBLE ASSETS AND GOODWILL (Tables)	12 Months Ended
	Dec. 31, 2021
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, 2021 and 2020 are as follows: SCHEDULE OF GOODWILL (in thousands) 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 Translation differences (342 ) Goodwill as of December 31, 2021 $ 8,403
SCHEDULE OF OTHER INTANGIBLE ASSETS	Other intangible assets consisted of the following: SCHEDULE OF OTHER INTANGIBLE ASSETS 2021 2020 December 31, 2021 2020 (in thousands) Gross Carrying Amount: Know How $ 2,904 $ 3,170 Customer relationships 811 886 Kyslecel Technology 9,340 9,340 IPR&D 641 641 Subtotal 13,696 14,037 Less – Accumulated amortization (1,875 ) (1,014 ) Net carrying amount of other intangible assets $ 11,821 $ 13,023
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 2022 2023 to 2026 (in thousands) Amortization expenses $ 323 $ 1,390

CONVERTIBLE LOANS (Tables)

CONVERTIBLE LOANS (Tables)	12 Months Ended
	Dec. 31, 2021
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, 2021 and December 31, 2020 are as follows: Principal Amount Issuance Year Interest Rate Maturity Period Exercise Price NOTE BCF (in thousands) (Years) Convertible Loans Outstanding as of December 31, 2021 $ 750 * 2018 2 % 5 7.00 (1)+(4) 39 8,750 * 2019 6 8 % 3 5 7.00 (2)+(4) - 250 * 2020 8 % 3 7.00 (3 ) - $ 9,750 * Extended during the year ended December 31, 2021 Convertible Loans Outstanding as of December 31, 2020 $ 1,000 2018 2 % 3 7.00 (1)+(4) 71 9,500 2019 6 8 % 2 5 7.00 (2)+(4) - 250 2020 8 % 2 7.00 (3 ) - $ 10,750 Convertible Loans repaid during the year ended December 31, 2021 Principal Amount Issuance Year Interest Rate Maturity Period Exercise Price BCF 750 2019 8 % 2 $ 7 31 250 2018 2 % 3 7 - 1,000 Convertible Loans repaid during the year ended December 31, 2020 Principal Amount Issuance Year Interest Rate Maturity Period Exercise Price BCF 500 2018 2 % 2 $ 7 53 500 2019 6 % 2 7 - 1,400 2019 8 % 3 7 - 2,400 Apart from the items mentioned below there were no repayments of convertible loans during the fiscal years ended December 31, 2020 and December 31, 2021. In addition, there were no conversions during the fiscal years ended December 31, 2020 and December 31, 2021. (1) The holders, at their option, may convert the outstanding principal amount and accrued interest under this note into a total of 113,775 113,775 three 113,775 7 (2) The holders, at their option, may convert the outstanding principal amount and accrued interest under this note into a total of 1,363,206 1,070,176 three 1,070,176 7 3,750 (3) The holders, at their option, may convert the outstanding principal amount and accrued interest under this note into a total of 41,416 7 (4) During the year ended December 31, 2021, the Company and certain convertible loan holders (including certain credit line investors, see note 7 (e)) agreed to extend the maturity date on loans due during the fourth quarter of 2021 to June 30, 2023. The principal amount extended was $ 2.25 926,413 6.24 June 30, 2023
SCHEDULE OF ESTIMATES AND ASSUMPTIONS OF NEW INSTRUMENTS OF VALUATION DATE	Following are the main estimates and assumptions that were used for the valuation of the new instruments as of the valuation date: SCHEDULE OF ESTIMATES AND ASSUMPTIONS OF NEW INSTRUMENTS OF VALUATION DATE Parameter 8% Note 2% Note Warrants Notional (USD) 1,500,000 750,000 926,413 Accrued Coupon (USD) 224,603 41,945 - Coupon Rate 8.00 % 2.00 % - Conversion Ratio (USD) 7.00 7.00 - Exercise Price (USD) - - 6.24 Stock Price (USD) 5.02 5.02 5.02 Expected Term (years) 1.79 1.79 1.79 Risk Free Rate 0.20 % 0.20 % 0.20 % Volatility 72.84 % 72.84 % 72.84 % Yield 7.87 % 7.84 % -

LOANS (Tables)

LOANS (Tables)	12 Months Ended
	Dec. 31, 2021
Loans
SCHEDULE OF LOANS	Terms of Short-term Loans SCHEDULE OF LOANS Currency Interest Rate 2021 2020 December 31, Currency Interest Rate 2021 2020 (in thousands) Short term loans USD 1.00 % - 145 Total loans $ - $ 145

LEASES (Tables)

LEASES (Tables)	12 Months Ended
	Dec. 31, 2021
Leases
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 2021 2020 December 31, 2021 2020 Assets Operating Leases Operating lease right-of-use assets $ 1,015 $ 1,474 Finance Leases Property, plants and equipment, gross 91 99 Accumulated depreciation (33 ) (17 ) Property and equipment, net $ 58 $ 82 Liabilities Current liabilities Current maturities of operating leases $ 481 $ 485 Current maturities of long-term finance leases $ 18 $ 19 Long-term liabilities Non-current operating leases $ 561 $ 1,020 Long-term finance leases $ 41 $ 64 Weighted Average Remaining Lease Term Operating leases 2.3 3.4 Finance leases 3.2 4.2 Weighted Average Discount Rate Operating leases 6.9 % 6.7 % Finance leases 2.0 % 2.0 %
SCHEDULE OF LEASE COSTS	The table below presents certain information related to lease costs and finance and operating leases: SCHEDULE OF LEASE COSTS 2021 2020 Years ended December 31, 2021 2020 Operating lease cost: $ 514 547 Finance lease cost: Amortization of leased assets 20 17 Interest on lease liabilities 1 3 Total finance lease cost $ 21 20
SCHEDULE OF SUPPLEMENTAL CASHFLOW INFORMATION	The table below presents supplemental cash flow information related to lease: SCHEDULE OF SUPPLEMENTAL CASHFLOW INFORMATION Years ended December 31, 2021 2020 (in Thousands) Cash paid for amounts included in the measurement of leases liabilities: Operating leases $ 526 $ 515 Finance leases $ 20 $ 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, 2022 $ 516 $ 19 2023 338 19 2024 181 19 2025 54 4 Total minimum lease payments 1,089 61 Less: amount of lease payments representing interest (47 ) (2 ) Present value of future minimum lease payments 1,042 59 Less: Current leases obligations (481 ) (18 ) Long-term leases obligations $ 561 $ 41
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, 2021 2020 (in thousands) Korea $ 432 $ 683 Israel 365 496 U.S. 218 295 Total $ 1,015 $ 1,474

INVESTMENTS IN ASSOCIATES, NET

INVESTMENTS IN ASSOCIATES, NET (Tables)	12 Months Ended
	Dec. 31, 2021
Investments in and Advances to Affiliates [Abstract]
SCHEDULE OF CHANGES IN INVESTMENTS	SCHEDULE OF CHANGES IN INVESTMENTS 2021 2020 December 31, 2021 2020 (in thousands) Opening balance $ 175 $ - Investments during the period 260 69 Share in net loss of associated companies (272 ) 106 Exchange rate differences (11 ) - Total $ 152 $ 175 Ending balance $ 152 $ 175

EQUITY (Tables)

EQUITY (Tables)	12 Months Ended
	Dec. 31, 2021
Equity [Abstract]
SCHEDULE OF STOCK REPURCHASE PLAN	A summary of the Company’s warrants granted to investors and as finder’s fees as of December 31, 2021, and December 31, 2020 and changes for the periods then ended is presented below: SCHEDULE OF WARRANTS ACTIVITY December 31, 2021 2020 Number of Warrants Weighted Average Exercise Price $ Number of Warrants Weighted Average Exercise Price $ Warrants beginning of the period 7,070,241 6.20 6,010,087 6.35 Changes during the period: Issued 926,413 6.24 1,344,606 5.64 Exercised (319,811 ) 6.19 - - Expired (4,634,323 ) 6.29 (284,452 ) 6.53 Warrants outstanding and exercisable at end of the period* 3,042,521 6.09 7,070,241 6.20 During the year ended December 31, 2021, the Company received approximately $ 1.9 6.24 305,523 As of December 31, 2021 and December 31, 2020, there are no warrants that are subject to exercise price adjustments. e. Treasury shares During the year ended December 31, 2021, the Company repurchased its shares under a stock repurchase plan (the “Stock Repurchase Plan”). The following table summarizes the share repurchase activity pursuant to the Stock Repurchase Plan during the year ended December 31, 2021. S CHEDULE OF STOCK REPURCHASE PLAN Total Number of Shares Average Price Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Value that May Yet Be Purchased Under the Plans or Programs (in thousands) January 2021 2,306 $ 4.45 $ 10,255 $ 9,740 April 2021 8,850 4.49 39,730 9,699 May 2021 195,625 4.34 848,234 8,841 November 2021 24,477 4.32 105,806 8,734 231,258 $ 4.34 $ 1,004,025 $ 8,734 The following table summarizes the share repurchase activity from the inception of the Stock Repurchase Plan through December 31, 2020. Total Number of Shares Average Price Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Value that May Yet Be Purchased Under the Plans or Programs (in thousands) October 2020 $ 8,807 $ 4.47 $ 8,807 $ 9,960 November 2020 101 4.50 101 9,960 December 2020 46,401 4.47 46,401 9,750 55,309 $ $ 4.47 $ 55,309 $ 9,750
SCHEDULE OF STOCK REPURCHASE PLAN	S CHEDULE OF STOCK REPURCHASE PLAN Total Number of Shares Average Price Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Value that May Yet Be Purchased Under the Plans or Programs (in thousands) January 2021 2,306 $ 4.45 $ 10,255 $ 9,740 April 2021 8,850 4.49 39,730 9,699 May 2021 195,625 4.34 848,234 8,841 November 2021 24,477 4.32 105,806 8,734 231,258 $ 4.34 $ 1,004,025 $ 8,734 The following table summarizes the share repurchase activity from the inception of the Stock Repurchase Plan through December 31, 2020. Total Number of Shares Average Price Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Value that May Yet Be Purchased Under the Plans or Programs (in thousands) October 2020 $ 8,807 $ 4.47 $ 8,807 $ 9,960 November 2020 101 4.50 101 9,960 December 2020 46,401 4.47 46,401 9,750 55,309 $ $ 4.47 $ 55,309 $ 9,750

INCOME (LOSS) PER SHARE (Tables

INCOME (LOSS) PER SHARE (Tables)	12 Months Ended
	Dec. 31, 2021
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 2021 2020 Years ended December 31, 2021 2020 (in thousands, except per share data) Basic and diluted: Net loss from continuing operations attributable to Orgenesis Inc. $ 18,053 $ 95,088 Net income from discontinued operations attributable to Orgenesis Inc. for loss per share - (96,198 ) Adjustment of redeemable non-controlling interest to redemption amount - (5,160 ) Basic: Net income (loss) available to common stockholders - (101,358 ) Net (income) loss attributable to Orgenesis Inc. for loss per share 18,053 (6,270 ) Weighted average number of common shares outstanding 24,273,658 21,320,314 Loss per common share from continuing operations $ 0.74 $ 4.46 Net income common share from discontinued operations $ - $ (4.75 ) Net (income) loss per share $ 0.74 $ (0.29 )

STOCK-BASED COMPENSATION (Table

STOCK-BASED COMPENSATION (Tables)	12 Months Ended
	Dec. 31, 2021
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
SCHEDULE OF STOCK OPTIONS, VALUATION ASSUMPTIONS	SCHEDULE OF STOCK OPTIONS, VALUATION ASSUMPTIONS Years Ended December 31, 2021 2020 Value of one common share $ 2.96 $ 2.99 6.84 Dividend yield 0 % 0 % Expected stock price volatility 145 % 86 89 Risk free interest rate 1.47 % 0.73 1.12 Expected term (years) 10 10
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, 2021, and December 31, 2020: 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, 2021 277,000 $ 2.96 5.12 Quarterly over a period of two years $ 812 10 Directors December 31, 2021 84,650 $ 2.89 On the one-year anniversary $ 149 10 Employees December 31, 2020 531,450 2.99 6.84 Quarterly over a period of t wo years $ 1,312 10 Directors December 31,2020 145,050 $ 2.99 4.7 96 4 $ 377 10
SCHEDULE OF STOCK OPTIONS, VALUATION ASSUMPTIONS	SCHEDULE OF STOCK OPTIONS, VALUATION ASSUMPTIONS Years Ended December 31, 2021 2020 Value of one common share $ 2.89 5.12 $ 2.99 6.84 Dividend yield 0 % 0 % Expected stock price volatility 71 77 % 80 86 % Risk free interest rate 0.96 1.34 % 0.36 1.71 % Expected term (years) 5.5 5.56 5.50 6.00
SCHEDULE OF STOCK OPTIONS ACTIVITY	A summary of the Company’s stock options granted to employees and directors as of December 31, 2021 and December 31, 2020 is presented below: SCHEDULE OF STOCK OPTIONS ACTIVITY Years Ended December 31 2021 2020 Number of Options Weighted Average Exercise Price $ Number of Options Weighted Average Exercise Price $ Options outstanding at the 2,917,667 4.05 2,465,522 4.44 Changes during the period: Granted 361,650 4.19 676,500 3.74 Exercised *(13,750 ) 4.63 - - Expired (20,813 ) 5.67 (11,876 ) 7.88 Forfeited (34,749 ) 4.67 (57,042 ) 4.52 Cancelled - - (155,437 ) 8.38 Options outstanding at 3,210,005 4.05 2,917,667 4.05 Options exercisable at 2,777,563 4.00 2,299,937 4.03
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, 2021 (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 2.64 663 230,189 - 0.012 510,017 0.09 1,463 510,017 6 2.89 84,650 9.96 - - - 2.96 63,500 9.96 - - - 2.99 432,200 8.15 - 431,638 1,291 3.14 2,500 7.91 - 2,500 8 4.42 50,000 5.93 - 50,000 221 4.5 34,000 7.17 - 34,000 153 4.6 174,800 8.68 - 112,488 517 4.7 6,250 8.03 - 2,083 10 4.8 483,337 4.94 - 483,337 2,320 5.02 78,500 9.71 - - - 5.07 52,500 7.00 - 52,500 266 5.1 60,500 8.34 - 44,750 228 5.99 327,050 6.61 - 297,425 1,782 6 16,667 2.59 - 16,667 100 6.84 15,125 6.79 - 12,453 85 7.2 83,334 5.43 - 83,334 600 8.36 250,001 6.50 - 250,001 2,090 8.91 15,000 6.46 - 15,000 134 9 20,834 1.54 - 20,834 187 9.48 58,908 0.52 - 58,908 558 10.2 39,267 0.42 - 39,267 401 3,210,005 5.45 2,126 2,777,563 11,111
Options granted to non employees [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
SCHEDULE OF STOCK OPTIONS ACTIVITY	A summary of the Company’s stock options granted to consultants and service providers as of December 31, 2021, and December 31, 2020 is presented below: SCHEDULE OF STOCK OPTIONS ACTIVITY Years Ended December 31, 2021 2020 Number of Options Weighted Average Exercise Price $ Number of Options Weighted Average Exercise Price $ Options outstanding at the 549,141 5.89 598,310 5.76 Changes during the year: Granted 7,500 2.96 62,500 3.97 Exercised - - (83,334 ) 3.60 Forfeited (8,950 ) 3.88 (8,335 ) 5.99 Cancelled - - (20,000 ) 5.30 Options outstanding at end of the year 547,691 5.89 549,141 5.89 Options exercisable at end of the year 467,689 6.20 450,972 6.28
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, 2021 (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) 2.96 7,500 9.96 - - - 2.99 35,000 8.22 - - - 3.14 11,250 7.91 - 11,250 35 3.36 136,775 4.32 - 136,775 459 4.09 25,000 7.76 - 25,000 102 4.42 5,125 5.93 - 5,125 23 4.5 13,335 7.53 - 5,000 23 4.6 20,000 8.96 - 4,000 18 4.8 16,668 4.94 - 16,668 80 5.07 5,000 7.19 - 1,000 5 5.3 15,000 6.70 - 15,000 80 5.99 16,670 6.81 - 16,670 100 6 90,000 2.59 - 90,000 540 6.84 7,500 8.38 - - - 7 70,000 7.83 - 70,000 490 7.32 8,334 0.89 - 8,334 61 8.34 8,600 6.52 - 8,600 72 8.43 8,333 6.05 - 6,666 56 11.52 8,334 1.26 - 8,334 96 16.8 39,267 0.28 - 39,267 660 547,691 5.22 - 467,689 2,900
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, 2021 and December 31, 2020: SCHEDULE OF STOCK OPTIONS GRANTED TO CONSULTANTS Vesting period Fair value at grant (in thousands) Non-employees 2021 7,500 $ 2.96 Quarterly over a period of two $ 22 10 Non-employees 2020 62,500 $ 2.99 6.84 Quarterly over a period of two $ 209 10

TAXES (Tables)

TAXES (Tables)	12 Months Ended
	Dec. 31, 2021
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, 2020 and December 31, 2020 (in thousands): SCHEDULE OF DEFERRED TAX ASSETS 2021 2020 December 31, 2021 2020 (U.S. dollars in thousands) Deferred tax assets (liabilities), net: Net operating loss carry forwards $ 11,451 $ 9,606 Research and development expenses 1,273 1,684 Equity compensation 2,631 2,747 Employee benefits 197 252 Property, plant and equipment (206 ) - Leases asset 186 533 Lease liability (134 ) (324 ) Loans 26 - Intangible assets (2,738 ) (2,863 ) Other 119 297 Total 12,805 11,932 Valuation allowance (12,805 ) (11,932 ) Net deferred tax liabilities $ - $ -
SCHEDULE OF VALUATION ALLOWANCE, ACTIVITY	The changes in valuation allowance are comprised as follows: SCHEDULE OF VALUATION ALLOWANCE, ACTIVITY December 31, 2021 2020 (U.S dollars in thousands) Balance at the beginning of year $ (11,932 ) $ (14,939 ) Change during the year (873 ) 3,007 Balance at end of year $ (12,805 ) $ (11,932 )

REVENUES (Tables)

REVENUES (Tables)	12 Months Ended
	Dec. 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 Years Ended December 31, 2021 2020 (in thousands) Revenue stream: POC and hospital services (Mainly POC) $ 32,819 $ 6,068 Cell process development services 2,683 1,584 Total $ 35,502 $ 7,652
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 Years Ended December 31, 2021 2020 (in thousands) Revenue earned: Customer A (Korea) $ 7,703 $ 2,857 Customer B (United Arab Emirates) 6,969 - Customer C (China) 6,491 1,577 Customer D (India) – related party 3,856 1,475 Customer E (Greece) 4,693 1,412
SCHEDULE OF ACTIVITY FOR TRADE RECEIVABLES	The activity for trade receivables is comprised of: SCHEDULE OF ACTIVITY FOR TRADE RECEIVABLES Years Ended December 31, 2021 2020 (in thousands) Balance as of beginning of period $ 3,085 $ 1,831 Acquisition of Koligo - 228 Additions 34,570 6,997 Collections (22,333 ) (5,982 ) Exchange rate differences (77 ) 11 Balance as of end of period $ 15,245 $ 3,085 The activity of the related party included in the trade receivables activity above is comprised of: Years Ended December 31, 2021 2020 (in thousands) Balance as of beginning of period $ 744 $ - Additions 3,856 1,244 Collections (2,628 ) (500 ) Balance as of end of period $ 1,972 $ 744
SCHEDULE OF ACTIVITY FOR CONTRACT LIABILITIES	The activity for contract liabilities is comprised of: SCHEDULE OF ACTIVITY FOR CONTRACT LIABILITIES Years Ended December 31, 2021 2020 (in thousands) Balance as of beginning of period $ 59 $ 325 Additions - 597 Realizations - (862 ) Exchange rate differences - (1 ) Balance as of end of period $ 59 $ 59 The activity of the related party included in the contract liabilities activity above is comprised of: Year Ended December 31, 2020 (in thousands) Balance as of beginning of period $ - Additions 231 Collections (231 ) Balance as of end of period $ -

COST OF SERVICES AND OTHER RE_2

COST OF SERVICES AND OTHER RESEARCH AND DEVELOPMENT EXPENSES, NET (Tables)	12 Months Ended
	Dec. 31, 2021
Research and Development [Abstract]
SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSES	SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSES Years Ended December 31, 2021 2020 (in thousands) Total expenses $ 36,644 $ 84,182 Less grants - (196 ) Total $ 36,644 $ 83,986

FINANCIAL EXPENSES, NET (Tables

FINANCIAL EXPENSES, NET (Tables)	12 Months Ended
	Dec. 31, 2021
Financial Expenses Net
SCHEDULE OF FINANCIAL EXPENSES	SCHEDULE OF FINANCIAL EXPENSES 2021 2020 Years Ended December 31, 2021 2020 (in thousands) Interest expense on convertible loans $ 943 $ 1,254 Foreign exchange loss, net 574 160 Other income (225 ) (353 ) Total $ 1,292 $ 1,061

RELATED PARTIES TRANSACTIONS (T

RELATED PARTIES TRANSACTIONS (Tables)	12 Months Ended
	Dec. 31, 2021
Related Party Transactions [Abstract]
SCHEDULE OF RELATED PARTY TRANSACTIONS	SCHEDULE OF RELATED PARTY TRANSACTIONS Years ended December 31, 2021 2020 (in thousands) Continuing operations: Stock-based compensation expenses to executive officers $ 247 $ 221 Stock-based compensation expenses to Board Members $ 265 $ 209 Compensation of executive officers $ 4,422 $ 1,321 Management and consulting fees to Board Members $ 380 $ 264 Revenues from customer $ 3,856 $ 1,475 Cost of services and other research and development expenses, net $ - $ 4,772 Financial income $ 64 $ 169
SCHEDULE OF RELATED PARTIES PRESENTED IN CONSOLIDATED BALANCE SHEETS	SCHEDULE OF RELATED PARTIES PRESENTED IN CONSOLIDATED BALANCE SHEETS December 31, 2021 2020 (in thousands) Executive officers’ payables $ 51 $ 170 Non-executive directors’ payable $ 178 $ 13 Loan to Related Party $ 3,064 $ - Accounts receivable, net $ 1,972 $ 744

DESCRIPTION OF BUSINESS (Detail

DESCRIPTION OF BUSINESS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Defined Benefit Plan Disclosure [Line Items]
Common stock, par value	$ 0.0001	$ 0.0001
Accumulated deficit	$ 106,372	$ 88,319
Net cash used in operating activities	26,866	$ 78,046
Investment Agreement [Member]
Defined Benefit Plan Disclosure [Line Items]
Proceeds from issuance of private placement	$ 14,800
CureCell Co. Ltd [Member]
Defined Benefit Plan Disclosure [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, 2021
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	10 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, 2021
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets and useful lives (Years)	10 years
Know-How [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets and useful lives (Years)	12 years
Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets and useful lives (Years)	15 years
In Process Research and Development [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets and useful lives (Years), description	Indefinite

SIGNIFICANT ACCOUNTING POLICI_4

SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Goodwill, impairment loss	$ 0
Impairment of long-lived asset	$ 0	$ 0
Income tax examination, likelihood of unfavorable settlement percent	50.00%
Lease classification description	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.

SCHEDULE OF DISCONTINUED FINANC

SCHEDULE OF DISCONTINUED FINANCIAL STATEMENTS (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2020USD ($)
Discontinued Operations and Disposal Groups [Abstract]
Revenues	$ 2,556
Cost of revenues	1,482
Cost of services and other research and development expenses, net	7
Amortization of intangible assets	137
Selling, general and administrative expenses	1,896
Operating loss	966
Other expenses, net	305
Financial income, net	(29)
Loss before income taxes	1,242
Tax income	(30)
Net loss from discontinuing operation, net of tax	1,212
Gain on disposal before income taxes	96,918
Provision for income taxes
Gain on disposal	96,918
Net profit from discontinuing operation, net of tax	95,706
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 R

SCHEDULE OF DISAGGREGATION OF REVENUE RELATED TO DISCONTINUED OPERATIONS (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2020USD ($)
Total revenue stream	$ 2,556
Cell Process Development Services [Member]
Total revenue stream	$ 2,556

DISCONTINUED OPERATION (Details

DISCONTINUED OPERATION (Details Narrative) - USD ($) $ in Thousands	Feb. 10, 2020	Feb. 02, 2020	Dec. 31, 2021	Dec. 31, 2020
Defined Benefit Plan Disclosure [Line Items]
Proceeds from Issuance or Sale of Equity			$ 1,926	$ 8,738
Masthercell [Member] | Securities Purchase Agreement [Member]
Defined Benefit Plan Disclosure [Line Items]
Percentage of outstanding equity interests		100.00%
Aggregate nominal purchase price of outstanding equity interests		$ 315,000
Proceeds from Issuance or Sale of Equity	$ 126,700
Repayment of intercompany loans and payables	7,200
Masthercell SA [Member]
Defined Benefit Plan Disclosure [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, 2021USD ($)
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]
Finite-Lived Intangible Assets [Line Items]
Other intangible assets	9,340	[3]
In Process Research and Development [Member]
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, 2021USD ($)
Finite-Lived Intangible Assets [Line Items]
Fair value percentage of shares issued	8.80%
Kyslecel Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Other intangible assets	$ 9,340	[1]
Useful life	15 years
In Process Research and Development [Member]
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, 2021	Dec. 31, 2020
Restructuring Cost and Reserve [Line Items]
Revenues	$ 31,646	$ 6,177
Net loss	$ (18,059)	$ 579
Basic	$ 0.74	$ (0.29)
Koligo Therapeutics Inc [Member]
Restructuring Cost and Reserve [Line Items]
Revenues		$ 8,239
Net loss		$ 318
Basic		$ 0.05

ACQUISITION AND REORGANIZATIO_2

ACQUISITION AND REORGANIZATION (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Oct. 15, 2020	Apr. 07, 2020	Jan. 20, 2020	Dec. 31, 2021	Dec. 31, 2020
Restructuring Cost and Reserve [Line Items]
Stock issued during period value acquisitions					$ 11,172
Cost of research and development and research and development services, net				$ 36,644	83,986
Net Loss				(18,053)	1,110
Patents [Member] | EV Technology [Member]
Restructuring Cost and Reserve [Line Items]
Purchase of rights				500	500
Extracellular Vesicle [Member] | EV Technology [Member]
Restructuring Cost and Reserve [Line Items]
Cost of research and development and research and development services, net				$ 500
Maxima Group LLC [Member]
Restructuring Cost and Reserve [Line Items]
Shares issued, acquisition	66,910		66,910
Tamir Biotechnology, Inc. [Member] | Tamir Purchase Agreement [Member]
Restructuring Cost and Reserve [Line Items]
Stock issued during period value acquisitions		$ 2,500
Shares issued, acquisition		3,400,000	3,400,000
Business combination, consideration transferred		$ 20,200
Total consideration		4,500
Cost of research and development and research and development services, net		$ 19,500
Royalty percentage		10.00%
Koligo Therapeutics Inc [Member]
Restructuring Cost and Reserve [Line Items]
Net Loss					513
Acquisition-related expenses					$ 682
Koligo Therapeutics Inc [Member] | Material Definitive Agreement [Member]
Restructuring Cost and Reserve [Line Items]
Shares issued, acquisition	2,061,713
Cash paid to accredited investors	$ 20
Shares Issued, Price Per Share	$ 5.26
Cash held in escrow account	$ 7
Shares held in escrow	328,587
Additional cash consideration	$ 500
Reduction in consideration payable	$ 100

SCHEDULE OF COMPONENTS OF PROPE

SCHEDULE OF COMPONENTS OF PROPERTY, PLANTS AND EQUIPMENT (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Subtotal	$ 13,211	$ 5,262
Less – accumulated depreciation	(2,940)	(2,189)
Total	10,271	3,073
Production Facility [Member]
Property, Plant and Equipment [Line Items]
Subtotal	4,040	2,801
Office Furniture and Computers [Member]
Property, Plant and Equipment [Line Items]
Subtotal	555	697
Lab Equipment [Member]
Property, Plant and Equipment [Line Items]
Subtotal	2,435	1,483
Advance Payment [Member]
Property, Plant and Equipment [Line Items]
Subtotal	$ 6,181	$ 281

SCHEDULE OF PROPERTY, PLANT AND

SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT BY GEOGRAPHICAL LOCATION (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Property, plants and equipment, net	$ 10,271	$ 3,073
BELGIUM
Property, plants and equipment, net	1,149	358
KOREA, REPUBLIC OF
Property, plants and equipment, net	694	839
ISRAEL
Property, plants and equipment, net	2,602	1,386
UNITED STATES
Property, plants and equipment, net	$ 5,826	$ 490

PROPERTY, PLANTS AND EQUIPMEN_2

PROPERTY, PLANTS AND EQUIPMENT (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Abstract]
Depreciation	$ 916	$ 705

SCHEDULE OF GOODWILL (Details)

SCHEDULE OF GOODWILL (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill, Beginning Balance	$ 8,745,000	$ 4,812,000
Goodwill as acquired		3,704,000
Translation differences	(342,000)	229,000
Goodwill, Ending Balance	$ 8,403,000	$ 8,745,000

SCHEDULE OF OTHER INTANGIBLE AS

SCHEDULE OF OTHER INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Subtotal	$ 13,696	$ 14,037
Less – Accumulated amortization	(1,875)	(1,014)
Net carrying amount of other intangible assets	11,821	13,023
Know-How [Member]
Finite-Lived Intangible Assets [Line Items]
Subtotal	2,904	3,170
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Subtotal	811	886
Kyslecel Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Subtotal	9,340	9,340
IPR&D [Member]
Finite-Lived Intangible Assets [Line Items]
Subtotal	$ 641	$ 641

SCHEDULE OF ESTIMATED AGGREGATE

SCHEDULE OF ESTIMATED AGGREGATE AMORTIZATION EXPENSES (Details) $ in Thousands	Dec. 31, 2021USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expenses, 2022	$ 323
Amortization expenses, 2023 to 2026	$ 1,390

INTANGIBLE ASSETS AND GOODWIL_2

INTANGIBLE ASSETS AND GOODWILL (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of Intangible Assets	$ 948	$ 478

SCHEDULE OF LONG TERM CONVERTIB

SCHEDULE OF LONG TERM CONVERTIBLE LOANS (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
		Dec. 31, 2021		Dec. 31, 2020
Debt Instrument [Line Items]
BCF		$ 4,400
Repaid, Principal Amount		1,000		$ 2,400
Convertible Loans One [Member]
Debt Instrument [Line Items]
Principal Amount		$ 750		$ 1,000	[1],[2]
Issuance Year		2018	[3]	2018	[1],[2]
Interest Rate		2.00%		2.00%	[1],[2]
Maturity Period		5 years		3 years	[1],[2]
Exercise price		$ 7		$ 7	[1],[2]
BCF		$ 39		$ 71	[1],[2]
Convertible Loans Two [Member]
Debt Instrument [Line Items]
Principal Amount		$ 8,750		$ 9,500	[1],[4]
Issuance Year		2019	[3]	2019	[1],[4]
Exercise price		$ 7		$ 7	[1],[4]
BCF					[1],[4]
Convertible Loans Two [Member] | Minimum [Member]
Debt Instrument [Line Items]
Interest Rate		6.00%		6.00%	[1],[4]
Maturity Period		3 years		2 years	[1],[4]
Convertible Loans Two [Member] | Maximum [Member]
Debt Instrument [Line Items]
Interest Rate		8.00%		8.00%	[1],[4]
Maturity Period		5 years		5 years	[1],[4]
Convertible Loans Three [Member]
Debt Instrument [Line Items]
Principal Amount	[5]	$ 250
Issuance Year		2020	[3]	2020	[5]
Interest Rate		8.00%		8.00%	[5]
Maturity Period		3 years		2 years	[5]
Exercise price		$ 7		$ 7	[5]
BCF					[5]
Convertible Loans [Member]
Debt Instrument [Line Items]
Principal Amount		$ 9,750		$ 10,750
8% Convertible Loans [Member]
Debt Instrument [Line Items]
Issuance Year		2019		2019
Interest Rate		8.00%
Exercise price		$ 7		$ 7
BCF		$ 31
Repaid, Principal Amount		$ 750		$ 1,400
Maturity period		2 years		3 years
Repaid, BCF
2% Convertible Loans [Member]
Debt Instrument [Line Items]
Issuance Year		2018		2018
Interest Rate		2.00%		2.00%
Exercise price		$ 7		$ 7
BCF				$ 53
Repaid, Principal Amount		$ 250		$ 500
Maturity period		3 years		2 years
Repaid, BCF
6% Convertible Loans [Member]
Debt Instrument [Line Items]
Issuance Year				2019
Interest Rate				6.00%
Exercise price				$ 7
Repaid, Principal Amount				$ 500
Maturity period				2 years
Repaid, BCF
[1]	During the year ended December 31, 2021, the Company and certain convertible loan holders (including certain credit line investors, see note 7 (e)) agreed to extend the maturity date on loans due during the fourth quarter of 2021 to June 30, 2023. The principal amount extended was $ 2.25 926,413 6.24 June 30, 2023
[2]	The holders, at their option, may convert the outstanding principal amount and accrued interest under this note into a total of 113,775 113,775 three 113,775 7
[3]	Extended during the year ended December 31, 2021
[4]	The holders, at their option, may convert the outstanding principal amount and accrued interest under this note into a total of 1,363,206 1,070,176 three 1,070,176 7 3,750
[5]	The holders, at their option, may convert the outstanding principal amount and accrued interest under this note into a total of 41,416 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, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Current maturities of convertible loans	$ 5,885	$ 3,974
Convertible Loan Holders [Member]
Debt Instrument [Line Items]
Number of warrant may be converted	926,413
Warrants exercise price	$ 6.24
[custom:DebtPrincipalAmountExcludingCreditLineInvestors-0]	$ 2,250
Warrants and Rights Outstanding, Maturity Date	Jun. 30, 2023
Convertible Loans One [Member]
Debt Instrument [Line Items]
Stock issued during period, conversion of convertible securities	113,775
Number of warrant may be converted	113,775
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	113,775
Convertible Loans Two [Member]
Debt Instrument [Line Items]
Stock issued during period, conversion of convertible securities	1,363,206
Number of warrant may be converted	1,070,176
Warrants exercise, term	3 years
Warrants exercise price	$ 7
Current maturities of convertible loans	$ 3,750
Convertible Loans Two [Member] | Common Stock [Member]
Debt Instrument [Line Items]
Number of warrant may be converted	1,070,176
Convertible Loans Three [Member]
Debt Instrument [Line Items]
Stock issued during period, conversion of convertible securities	41,416
Warrants exercise price	$ 7

SCHEDULE OF ESTIMATES AND ASSUM

SCHEDULE OF ESTIMATES AND ASSUMPTIONS OF NEW INSTRUMENTS OF VALUATION DATE (Details)	12 Months Ended
	Dec. 31, 2021USD ($)$ / shares
Warrant [Member]
Short-term Debt [Line Items]
Warrants, Notional | $	$ 926,413
Warrants, Accrued Coupon | $
Warrants, Yield
Warrant [Member] | Measurement Input, Conversion Price [Member]
Short-term Debt [Line Items]
Warrants, Yield
Warrant [Member] | Measurement Input, Exercise Price [Member]
Short-term Debt [Line Items]
Warrants, Yield	6.24
Warrant [Member] | Measurement Input, Share Price [Member]
Short-term Debt [Line Items]
Warrants, Yield	5.02
Warrant [Member] | Measurement Input, Expected Term [Member]
Short-term Debt [Line Items]
Warrants, Expected Term	1 year 9 months 14 days
Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member]
Short-term Debt [Line Items]
Warrants, Yield	0.0020
Warrant [Member] | Measurement Input, Price Volatility [Member]
Short-term Debt [Line Items]
Warrants, Yield	0.7284
Warrant [Member] | Measurement Input, Expected Dividend Rate [Member]
Short-term Debt [Line Items]
Warrants, Yield
8% Notes [Member]
Short-term Debt [Line Items]
Debt, Notional | $	$ 1,500,000
Debt, Accrued Coupon | $	$ 224,603
Debt, Yield	0.0800
8% Notes [Member] | Measurement Input, Exercise Price [Member]
Short-term Debt [Line Items]
Debt, Yield
8% Notes [Member] | Measurement Input, Share Price [Member]
Short-term Debt [Line Items]
Debt, Yield	5.02
8% Notes [Member] | Measurement Input, Expected Term [Member]
Short-term Debt [Line Items]
Debt, Expected Term	1 year 9 months 14 days
8% Notes [Member] | Measurement Input, Risk Free Interest Rate [Member]
Short-term Debt [Line Items]
Debt, Yield	0.0020
8% Notes [Member] | Measurement Input, Price Volatility [Member]
Short-term Debt [Line Items]
Debt, Yield	0.7284
8% Notes [Member] | Measurement Input, Expected Dividend Rate [Member]
Short-term Debt [Line Items]
Debt, Yield	0.0787
2% Notes [Member]
Short-term Debt [Line Items]
Debt, Notional | $	$ 750,000
Debt, Accrued Coupon | $	$ 41,945
Debt, Yield	0.0200
2% Notes [Member] | Measurement Input, Conversion Price [Member]
Short-term Debt [Line Items]
Debt, Yield	7
2% Notes [Member] | Measurement Input, Exercise Price [Member]
Short-term Debt [Line Items]
Debt, Yield
2% Notes [Member] | Measurement Input, Share Price [Member]
Short-term Debt [Line Items]
Debt, Yield	5.02
2% Notes [Member] | Measurement Input, Expected Term [Member]
Short-term Debt [Line Items]
Debt, Expected Term	1 year 9 months 14 days
2% Notes [Member] | Measurement Input, Risk Free Interest Rate [Member]
Short-term Debt [Line Items]
Debt, Yield	0.0020
2% Notes [Member] | Measurement Input, Price Volatility [Member]
Short-term Debt [Line Items]
Debt, Yield	0.7284
2% Notes [Member] | Measurement Input Yield [Member]
Short-term Debt [Line Items]
Debt, Yield	0.0784
8% Convertible Notes Payable [Member] | Measurement Input, Conversion Price [Member]
Short-term Debt [Line Items]
Debt, Yield	7

CONVERTIBLE LOANS (Details Narr

CONVERTIBLE LOANS (Details Narrative) $ / shares in Units, $ in Thousands, ₪ in Millions	Jan. 02, 2020USD ($)$ / sharesshares	Nov. 02, 2016USD ($)	Nov. 02, 2016ILS (₪)	Dec. 31, 2019USD ($)$ / sharesshares	Nov. 30, 2019USD ($)	Jun. 30, 2019USD ($)$ / shares	May 31, 2019USD ($)$ / shares	Apr. 30, 2018shares	Dec. 31, 2021USD ($)$ / sharesshares	Dec. 31, 2020USD ($)$ / shares	May 31, 2020$ / shares	Oct. 31, 2019USD ($)	Mar. 31, 2018USD ($)$ / shares
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Debt instrument conversion percentage									0.10
Extinguishment of debt, gain (loss), net of tax									$ 1,865
Fair value of the conversion feature									$ 4,400
Common stock, par value | $ / shares									$ 0.0001	$ 0.0001
Private Placement Subscription Agreement [Member] | Investor [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Aggregate amount of debt	$ 250			$ 250		$ 2,000	$ 5,000
Conversion price per share | $ / shares						$ 7	$ 7
Warrants exercise price | $ / shares	$ 7			$ 7		$ 7					$ 7
Transaction costs							$ 497
Allocated share-based compensation expense							$ 97
Number of warrant to purchase | shares	151,428			183,481
Warrants amount				$ 124
Credit Line Agreements [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Conversion price per share | $ / shares									$ 7
Interest rate									8.00%
Common stock, par value | $ / shares									$ 0.0001
Repayments of lines o credit									$ 1,000	$ 2,400
Interest expense									140	$ 372
Credit Line Agreements [Member] | Non US Investor [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Aggregate credit line amount					$ 5,000							$ 5,000
Proceeds from Lines of Credit					1,000				$ 2,000
Credit Line Agreements [Member] | Non US Investor Four [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrants exercise price | $ / shares									$ 7
Aggregate credit line amount					1,250							$ 1,250
Proceeds from Lines of Credit					$ 250				$ 500
Number of warrant to purchase | shares									50,000
Warrants and Rights Outstanding, Term									3 years
Controlled Equity Offering Sales Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Aggregate amount of debt		$ 280	₪ 1
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

SCHEDULE OF LOANS (Details)

SCHEDULE OF LOANS (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Extinguishment of Debt [Line Items]
Total loans		$ 145
Short Term Loan [Member]
Extinguishment of Debt [Line Items]
Total loans		$ 145
Interest Rate	1.00%

SCHEDULE OF LEASE-RELATED ASSET

SCHEDULE OF LEASE-RELATED ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Leases
Operating lease right-of-use assets	$ 1,015	$ 1,474
Property, plants and equipment, gross	91	99
Accumulated depreciation	(33)	(17)
Property and equipment, net	58	82
Current maturities of operating leases	481	485
Current maturities of long-term finance leases	18	19
Non-current operating leases	561	1,020
Long-term finance leases	$ 41	$ 64
Weighted Average Remaining Lease Term, Operating leases	2 years 3 months 18 days	3 years 4 months 24 days
Weighted Average Remaining Lease Term, Finance leases	3 years 2 months 12 days	4 years 2 months 12 days
Weighted Average Discount Rate, Operating leases	6.90%	6.70%
Weighted Average Discount Rate, Finance leases	2.00%	2.00%

SCHEDULE OF LEASE COSTS (Detail

SCHEDULE OF LEASE COSTS (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Leases
Operating lease cost:	$ 514	$ 547
Amortization of leased assets	20	17
Interest on lease liabilities	1	3
Total finance lease cost	$ 21	$ 20

SCHEDULE OF SUPPLEMENTAL CASHFL

SCHEDULE OF SUPPLEMENTAL CASHFLOW INFORMATION (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Leases
Cash paid for amounts included in the measurement of leases liabilities: Operating leases	$ 526	$ 515
Cash paid for amounts included in the measurement of leases liabilities: Finance leases	20	42
Right-of-use assets obtained in exchange for lease obligations: Operating leases		967
Right-of-use assets obtained in exchange for lease obligations: Finance leases		$ 366

SCHEDULE OF FINANCE LEASE LIABI

SCHEDULE OF FINANCE LEASE LIABILITIES AND OPERATING LEASE LIABILITIES (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Leases
Operating Leases, 2022	$ 516
Finance Lease, 2022	19
Operating Leases, 2023	338
Finance Lease, 2023	19
Operating Leases, 2024	181
Finance Lease, 2024	19
Operating Leases, 2025	54
Finance Lease, 2025	4
Operating Leases, Total minimum lease payments	1,089
Finance Leases, Total minimum lease payments	61
Operating Leases, Less: amount of lease payments representing interest	(47)
Finance Lease, Less: amount of lease payments representing interest	(2)
Operating Leases, Present value of future minimum lease payments	1,042
Finance Lease, Present value of future minimum lease payments	59
Operating Leases, Less: Current leases obligations	(481)	$ (485)
Finance Lease, Less: Current leases obligations	(18)	(19)
Operating Leases, Long-term leases obligations	561	1,020
Finance Lease, Long-term leases obligations	$ 41	$ 64

SCHEDULE OF RIGHT-OF-USE ASSETS

SCHEDULE OF RIGHT-OF-USE ASSETS BY GEOGRAPHICAL LOCATION (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Operating lease right-of-use assets	$ 1,015	$ 1,474
KOREA, REPUBLIC OF
Operating lease right-of-use assets	432	683
ISRAEL
Operating lease right-of-use assets	365	496
UNITED STATES
Operating lease right-of-use assets	$ 218	$ 295

LEASES (Details Narrative)

LEASES (Details Narrative)	Dec. 31, 2021
ISRAEL | Offices [Member]
Leasing contracts period	5 years
Minimum [Member] | ISRAEL | Manufacturing Facility [Member]
Leasing contracts period	3 years
Minimum [Member] | KOREA, REPUBLIC OF | Research and Development Facilities [Member]
Leasing contracts period	2 years
Maximum [Member] | ISRAEL | Manufacturing Facility [Member]
Leasing contracts period	5 years
Maximum [Member] | KOREA, REPUBLIC OF | Research and Development Facilities [Member]
Leasing contracts period	5 years

COMMITMENTS AND LICENSE AGREE_2

COMMITMENTS AND LICENSE AGREEMENTS (Details Narrative) € in Thousands	Jun. 15, 2021USD ($)	Apr. 02, 2019USD ($)	Nov. 25, 2018	Oct. 16, 2018USD ($)	Oct. 08, 2016USD ($)	Oct. 08, 2016EUR (€)	Sep. 09, 2015USD ($)	Feb. 02, 2012USD ($)shares	Sep. 30, 2021USD ($)	Dec. 31, 2020USD ($)	Dec. 31, 2020EUR (€)	Oct. 31, 2019	Dec. 19, 2016USD ($)	Dec. 19, 2016EUR (€)	May 26, 2016USD ($)	Apr. 30, 2016USD ($)	Apr. 30, 2016EUR (€)	Dec. 31, 2021USD ($)	Dec. 31, 2021EUR (€)	Dec. 31, 2020USD ($)	Dec. 31, 2020EUR (€)	Dec. 31, 2019	Dec. 31, 2017EUR (€)	Dec. 31, 2021EUR (€)	Dec. 31, 2020EUR (€)	Oct. 18, 2018USD ($)	Oct. 08, 2016EUR (€)	Apr. 30, 2016EUR (€)	Dec. 31, 2014EUR (€)	Nov. 17, 2014USD ($)	Nov. 17, 2014EUR (€)
Royalty of net sales percentage																		3.50%	3.50%
Advance payments on account of grant										$ 692,000								$ 1,238,000		$ 692,000
Revenues, total																		$ 35,502,000		7,652,000
Repayments of grant, percentage of gross sales																		500.00%	500.00%
License Agreement [Member]
Sublicensing fees, percentage																		12.00%	12.00%
Investment term																		36 months	36 months
Savicell Agreement [Member]
Royalty of net sales percentage																		10.00%	10.00%
Stromatis Agreement [Member]
Revenue share percentage	5.00%
Cost of services, other research and development expenses	$ 500,000
Royalty of net sales									$ 200,000
Tissue Genesis, LLC [Member]
Royalty Expense																		$ 40,000
Hemogenyx Pharmaceuticals PLC [Member]
Convertible debt																										$ 1,000,000
Reduction rate of royalty percentage			12.00%
Immu Agreement [Member]
Convertible debt				$ 1,000,000
HMGU [Member]
Royalty of net sales percentage									4.00%
Up-front payment									$ 60,000
Licence fees									$ 18,000
Royalty percentage on service revenue									5.00%
Royalty percentage on sublease revenue									10.00%
Maximum [Member] | License Agreement [Member]
Royalty of net sales percentage																		5.00%	5.00%
Royalty term																		15 years	15 years
Sublicense lease net sale percentage																		2.00%	2.00%
Maximum [Member] | Stromatis Agreement [Member]
Royalty of net sales percentage	12.00%
Invested amount for development	$ 1,200,000
Maximum [Member] | Tissue Genesis, LLC [Member]
Future milestone payments																		$ 500,000
Royalty Expense																		$ 4,000,000
Maximum [Member] | Caerus Therapeutics Inc [Member]
Royalty of net sales percentage												5.00%
Sublicensing fees, percentage												18.00%
Maximum [Member] | HMGU [Member]
Licence fees									$ 36,000
Royalty percentage on sublease revenue									18.00%
Minimum [Member] | License Agreement [Member]
Royalty of net sales percentage																		0.50%	0.50%
Invested amount for development																		$ 2,000,000
Minimum [Member] | HMGU [Member]
Royalty of net sales percentage									3.00%
Department De La Gestion Financiere Direction De Lanalyse Financiere [Member]
Other payables																		264,000
Advance payments on account of grant | €																								€ 74
Other expenses																		145,000
Department De La Gestion Financiere Direction De Lanalyse Financiere [Member] | Europe [Member]
Advance payments on account of grant | €																													€ 1,209
Department De La Gestion Financiere Direction De Lanalyse Financiere [Member] | Research and Development of Potential Cure for Type One Diabetes [Member]
Grants receivable, noncurrent																														$ 2,400,000	€ 2,000
Department De La Gestion Financiere Direction De Lanalyse Financiere [Member] | Research and Development of Potential Cure for Type One Diabetes [Member] | Revenue from Grants [Member]
Revenues, total | €																							€ 1,200
Department De La Gestion Financiere Direction De Lanalyse Financiere [Member] | Research and Development of Potential Cure for Type One Diabetes [Member] | Europe [Member]
Grants receivable, noncurrent | €																							€ 1,800
Department De La Gestion Financiere Direction De Lanalyse Financiere [Member] | Industrial Research Part of Research Program [Member]
Grants receivable, noncurrent | €																															€ 1,085
Grants receivable, percentage of budgeted costs																														70.00%	70.00%
Department De La Gestion Financiere Direction De Lanalyse Financiere [Member] | Experimental Development Part of Research Program [Member]
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]
Grants receivable, noncurrent | €																															€ 93,000
Department De La Gestion Financiere Direction De Lanalyse Financiere [Member] | Development of Potential Cure for Type 1 Diabetes [Member]
Grants receivable, noncurrent																$ 1,500,000												€ 1,300
Grants receivable, percentage of budgeted costs																55.00%												55.00%
Grants receivable, noncurrent | €																			€ 358
Department De La Gestion Financiere Direction De Lanalyse Financiere [Member] | Development of Potential Cure for Type 1 Diabetes [Member] | Revenue from Grants [Member]
Revenues, total																$ 800,000	€ 717
Department De La Gestion Financiere Direction De Lanalyse Financiere [Member] | Development of Potential Cure for Type 1 Diabetes [Member] | Revenue from Grants [Member] | Belgian Subsidiary [Member]
Revenues, total																$ 537,000	€ 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]
Grants receivable, noncurrent					$ 12,800,000																						€ 12,300
Grants receivable, percentage of budgeted costs					55.00%																						55.00%
Revenues, total					$ 7,000,000	€ 6,800							$ 2,000,000	€ 1,700
Department De La Gestion Financiere Direction De Lanalyse Financiere [Member] | Research on Dermatitis Treatments and Wound Healing [Member]
Grants receivable, noncurrent										$ 3,500,000										$ 3,500,000
Grants receivable, percentage of budgeted costs										60.00%										60.00%					60.00%
Revenues, total										$ 2,100,000								445,000		$ 366,000
Department De La Gestion Financiere Direction De Lanalyse Financiere [Member] | Research on Dermatitis Treatments and Wound Healing [Member] | Europe [Member]
Grants receivable, noncurrent | €																									€ 2,900
Revenues, total | €											€ 1,700								€ 392		€ 30,100
Maryland Technology Development Corporation [Member] | Maximum [Member]
Grants receivable, noncurrent																		406,000
Israel-U.S Binational Industrial Research and Development Foundation [Member]
Grants receivable, noncurrent							$ 400,000
Revenues, total							$ 299,000
Repayments of grant, percentage of gross sales							500.00%
Korea Irael Industrial Research and Development Foundation [Member]
Grants receivable, noncurrent															$ 400,000
Revenues, total																		440,000
Repayments of grant, percentage of gross sales															2.50%
OBI [Member]
Grants receivable, noncurrent																		$ 425,000
Tel Hashomer Medical Research, Infrastructure and Services Ltd (THM). [Member]
Royalty of net sales percentage								3.50%
Sublicensing fees, percentage								16.00%
Other payables								$ 15,000
Commitment, shares of common stock | shares								463,651
Commitment, shares of common stock of Israeli subsidiary | shares								1,000
Tel Hashomer Medical Research, Infrastructure and Services Ltd (THM). [Member] | Phase I Clinical Trials [Member]
Milestone payments								$ 50,000
Tel Hashomer Medical Research, Infrastructure and Services Ltd (THM). [Member] | Phase II Clinical Trials [Member]
Milestone payments								50,000
Tel Hashomer Medical Research, Infrastructure and Services Ltd (THM). [Member] | Phase III Clinical Trials [Member]
Milestone payments								150,000
Tel Hashomer Medical Research, Infrastructure and Services Ltd (THM). [Member] | First Product by the FDA [Member]
Milestone payments								750,000
Tel Hashomer Medical Research, Infrastructure and Services Ltd (THM). [Member] | Worldwide Net Sales of Products [Member]
Milestone payments								2,000
Tel Hashomer Medical Research, Infrastructure and Services Ltd (THM). [Member] | Sales Milestone [Member]
Milestone payments								$ 150,000
Immugenyx LLC. [Member] | Immu Agreement [Member]
Reduction rate of royalty percentage				12.00%
Sponsored Research Agreement [Member]
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]
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
California University Joint Research Agreement [Member] | Maximum [Member]
Royalty of net sales percentage																						5.00%
Sublicensing fees, percentage																						20.00%

COLLABORATIONS (Details Narrati

COLLABORATIONS (Details Narrative) $ in Thousands	1 Months Ended	12 Months Ended
	Nov. 30, 2021USD ($)	Dec. 31, 2021USD ($)ft²	Aug. 24, 2021USD ($)
Leasehold improvements		$ 5,000
Payments for rent		$ 260
Lease period		10 years
Royalty of net sales, percentage		3.50%
Royalties rate		15.00%
Theracell Laboratories Ltd [Member]
Lease period	20 years
LIne of credit	$ 800
Annual interest	8.00%
Mircod Biotech Inc [Member]
LIne of credit	$ 5,000
Annual interest	6.00%
Line of Credit Facility, Current Borrowing Capacity	$ 1,640
Image Securities FZC [Member]
LIne of credit			$ 5,000
Annual interest			6.00%
Line of Credit Facility, Current Borrowing Capacity		$ 3,000
Educell [Member]
LIne of credit		$ 1,200
Annual interest		4.50%
Repayment terms		5 years
Line of Credit Facility, Current Borrowing Capacity		$ 970
Revacel Srl [Member]
Equity method investment ownership percentage		51.00%
Revatis SA [Member]
Equity method investment ownership percentage		49.00%
Deep med IO ltd [Member]
LIne of credit	3,000
Investment company committed capital	1,000
Pre money valuation amount	6,000
Broaden Joint Venture Agreement [Member] | Maryland Subsidiary [Member]
Royalty of net sales, percentage		10.00%
Maximum [Member]
Payments for rent		$ 324
Maximum [Member] | Deep med IO ltd [Member]
Investment company committed capital	3,000
Maximum [Member] | Broaden Joint Venture Agreement [Member] | Maryland Subsidiary [Member]
Interest in joint venture		51.00%
Minimum [Member] | Broaden Joint Venture Agreement [Member] | Maryland Subsidiary [Member]
Interest in joint venture		49.00%
Royalty of net sales, percentage		15.00%
Johns Hopkins University [Member]
Rentable square feet under sublease | ft²		6,830
Payments for initial leasehold improvements		$ 510
Joint Venture Agreement [Member]
LIne of credit	$ 287
Annual interest	8.00%
Repayment terms	3 years

SCHEDULE OF CHANGES IN INVESTME

SCHEDULE OF CHANGES IN INVESTMENTS (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Investments in and Advances to Affiliates [Abstract]
Opening balance	$ 175
Investments during the period	260	69
Share in net loss of associated companies	(272)	106
Exchange rate differences	(11)
Ending balance	$ 152	$ 175

INVESTMENTS IN ASSOCIATES, NE_2

INVESTMENTS IN ASSOCIATES, NET (Details Narrative)	Dec. 31, 2021	Dec. 31, 2020	Oct. 31, 2020
TLABS [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 JVA [Member]
Schedule of Investments [Line Items]
Investments in associate percentage of ownership		51.00%
Revacel Srl [Member]
Schedule of Investments [Line Items]
Investments in associate percentage of ownership	51.00%
Revatis [Member]
Schedule of Investments [Line Items]
Investments in associate percentage of ownership	49.00%

SCHEDULE OF STOCK REPURCHASE PL

SCHEDULE OF STOCK REPURCHASE PLAN (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average exercise price - warrants outstanding at the beginning of the period	7,070,241	6,010,087
Weighted average exercise price - warrants outstanding at the beginning of the period	$ 6.20	$ 6.35
Number of warrants - issued	926,413	1,344,606
Weighted average exercise price - issued	$ 6.24	$ 5.64
Number of warrants - exercised	(319,811)
Weighted average exercise price - exercised	$ 6.19
Number of warrants - exercised	319,811
Number of warrants - expired	(4,634,323)	(284,452)
Weighted average exercise price - expired	$ 6.29	$ 6.53
Number of warrants - warrants outstanding and exercisable at the end of the period	3,042,521	7,070,241
Weighted average exercise price - warrants outstanding and exercisable at the end of the period	$ 6.09	$ 6.20
Total number of shares purchased	231,258	55,309
Average price paid per share	$ 4.34	$ 4.47
Total number of shares purchased as part of publicly announced plans	$ 1,004,025	$ 55,309
Maximum value yet be purchased under the plans	$ 8,734	$ 9,750
January 2021 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total number of shares purchased	2,306
Average price paid per share	$ 4.45
Total number of shares purchased as part of publicly announced plans	$ 10,255
Maximum value yet be purchased under the plans	$ 9,740
April 2021 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total number of shares purchased	8,850
Average price paid per share	$ 4.49
Total number of shares purchased as part of publicly announced plans	$ 39,730
Maximum value yet be purchased under the plans	$ 9,699
May 2021 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total number of shares purchased	195,625
Average price paid per share	$ 4.34
Total number of shares purchased as part of publicly announced plans	$ 848,234
Maximum value yet be purchased under the plans	$ 8,841
November 2021 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total number of shares purchased	24,477
Average price paid per share	$ 4.32
Total number of shares purchased as part of publicly announced plans	$ 105,806
Maximum value yet be purchased under the plans	8,734
October 2020 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total number of shares purchased		8,807
Average price paid per share		$ 4.47
Total number of shares purchased as part of publicly announced plans		$ 8,807
Maximum value yet be purchased under the plans		$ 9,960
November 2020 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total number of shares purchased		101
Average price paid per share		$ 4.50
Total number of shares purchased as part of publicly announced plans		$ 101
Maximum value yet be purchased under the plans	$ 9,960
December 2020 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total number of shares purchased		46,401
Average price paid per share		$ 4.47
Total number of shares purchased as part of publicly announced plans		$ 46,401
Maximum value yet be purchased under the plans		$ 9,750

EQUITY (Details Narrative)

EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Oct. 15, 2020	Apr. 07, 2020	Jan. 20, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2018
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Offering expenses			$ 800
Fair value warrants			$ 1,911
Proceeds from Warrant Exercises				$ 1,900
Weighted average per price per share				$ 6.24	$ 5.64
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period				305,523
Proceeds from Issuance of Common Stock						$ 25,000
Commission rate						3.00%
Maxima Group LLC [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock issued during period shares acquisitions	66,910		66,910
Securities Purchase Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares issued			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]
Stock issued during period shares acquisitions		3,400,000	3,400,000
Merger Agreement [Member] | Koligo Therapeutics Inc [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares issued			2,063,713
Cash			$ 20

SCHEDULE OF BASIC AND DILUTED L

SCHEDULE OF BASIC AND DILUTED LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Loss (income) per share:
Net loss from continuing operations attributable to Orgenesis Inc.	$ 18,053	$ 95,088
Net income from discontinued operations attributable to Orgenesis Inc. for loss per share		(96,198)
Adjustment of redeemable non-controlling interest to redemption amount		(5,160)
Basic: Net income (loss) available to common stockholders		(101,358)
Net (income) loss attributable to Orgenesis Inc. for loss per share	$ 18,053	$ (6,270)
Weighted average number of common shares outstanding	24,273,658	21,320,314
Loss per common share from continuing operations	$ 0.74	$ 4.46
Net income common share from discontinued operations		(4.75)
Net (income) loss per share	$ 0.74	$ (0.29)

INCOME (LOSS) PER SHARE (Detail

INCOME (LOSS) PER SHARE (Details Narrative) - shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
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	5,919,739	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	1,518,397	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, 2021	Dec. 31, 2020
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
No. of options granted	361,650	676,500
Exercise price	$ 4.19	$ 3.74
Employees [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
No. of options granted	277,000	531,450
Stock options vesting period description	two years	wo years
Fair value at grant	$ 812	$ 1,312
Expiration period	10 years	10 years
Employees [Member] | Minimum [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise price	$ 2.96	$ 2.99
Employees [Member] | Maximum [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise price	$ 5.12	$ 6.84
Director [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
No. of options granted	84,650	145,050
Exercise price	$ 2.89
Stock options vesting period description	On the one-year anniversary
Fair value at grant	$ 149	$ 377
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		24 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2020
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]
Value of one common share	$ 2.96
Dividend yield	0.00%	0.00%
Expected stock price volatility	145.00%
Risk free interest rate	1.47%
Expected term	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	$ 2.89	$ 2.99	$ 2.99
Expected stock price volatility	71.00%	80.00%
Risk free interest rate	0.96%	0.36%
Expected term	5 years 6 months	5 years 6 months
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	2.99
Expected stock price volatility		86.00%
Risk free interest rate		0.73%
Maximum [Member] | Options Granted to Employees [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected stock price volatility	77.00%	86.00%
Risk free interest rate	1.34%	1.71%
Expected term	5 years 6 months 21 days	6 years
Maximum [Member] | Options granted to non employees [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Value of one common share	$ 5.12	$ 6.84	$ 6.84
Expected stock price volatility		89.00%
Risk free interest rate		1.12%

SCHEDULE OF STOCK OPTIONS ACTIV

SCHEDULE OF STOCK OPTIONS ACTIVITY (Details) - $ / shares	12 Months Ended
	Dec. 31, 2021		Dec. 31, 2020
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Weighted Average Exercise Price - Options exercisable at the end of the year	$ 4.63
Options Granted to Employees [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Number of Options - Options outstanding at the beginning of the year	2,917,667		2,465,522
Weighted Average Exercise Price - Options outstanding at the beginning of the year	$ 4.05		$ 4.44
Number of Options - Granted	361,650		676,500
Weighted Average Exercise Price - Granted	$ 4.19		$ 3.74
Number of Options - Exercised	(13,750)	[1]
Weighted Average Exercise Price - Exercised	$ 4.63
Number of Options - Expired	(20,813)		(11,876)
Weighted Average Exercise Price - Expired	$ 5.67		$ 7.88
Number of Options - Forfeited	(34,749)		(57,042)
Weighted Average Exercise Price - Forfeited	$ 4.67		$ 4.52
Number of Options - cancelled			(155,437)
Weighted Average Exercise Price - cancelled			$ 8.38
Number of Options - Options outstanding at the end of the year	3,210,005		2,917,667
Weighted Average Exercise Price - Options outstanding at the end of the year	$ 4.05		$ 4.05
Number of Options - Options exercisable at the end of the year	2,777,563		2,299,937
Weighted Average Exercise Price - Options exercisable at the end of the year	$ 4		$ 4.03
Options granted to non employees [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Number of Options - Options outstanding at the beginning of the year	549,141		549,141
Weighted Average Exercise Price - Options outstanding at the beginning of the year	$ 5.89		$ 5.89
Number of Options - Granted	7,500		62,500
Weighted Average Exercise Price - Granted	$ 2.96		$ 3.97
Number of Options - Exercised			(83,334)
Weighted Average Exercise Price - Exercised			$ 3.60
Number of Options - Forfeited	(8,950)		(8,335)
Weighted Average Exercise Price - Forfeited	$ 3.88		$ 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	547,691		549,141
Weighted Average Exercise Price - Options outstanding at the end of the year			$ 5.89
Number of Options - Options exercisable at the end of the year	467,689		450,972
Weighted Average Exercise Price - Options exercisable at the end of the year	$ 6.20		$ 6.28
[1]	During the year ended December 31, 2021, the Company received $ 64 13,750 4.63

SCHEDULE OF STOCK OPTIONS ACT_2

SCHEDULE OF STOCK OPTIONS ACTIVITY (Details) (Parenthetical) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Share-based Payment Arrangement [Abstract]
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | $	$ 64
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | shares	13,750
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ / shares	$ 4.63

SCHEDULE OF STOCK OPTIONS EXERC

SCHEDULE OF STOCK OPTIONS EXERCISABLE (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	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	$ 4.05	$ 4.44
Number of Outstanding Options	3,210,005	2,917,667	2,465,522
Weighted Average Remaining Contractual Life	5 years 5 months 12 days
Aggregate Intrinsic Value	$ 2,126
Number of Exercisable Options	2,777,563	2,299,937
Aggregate Exercisable Options Value	$ 11,111
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	2 years 7 months 20 days
Aggregate Intrinsic Value	$ 663
Number of Exercisable Options	230,189
Aggregate Exercisable Options Value
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 month 2 days
Aggregate Intrinsic Value	$ 1,463
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	$ 2.89
Number of Outstanding Options	84,650
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 Four [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 2.96
Number of Outstanding Options	63,500
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 Five [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 2.99
Number of Outstanding Options	432,200
Weighted Average Remaining Contractual Life	8 years 1 month 24 days
Aggregate Intrinsic Value
Number of Exercisable Options	431,638
Aggregate Exercisable Options Value	$ 1,291
Options Granted to Employees [Member] | Exercise Price Six [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 3.14
Number of Outstanding Options	2,500
Weighted Average Remaining Contractual Life	7 years 10 months 28 days
Aggregate Intrinsic Value
Number of Exercisable Options	2,500
Aggregate Exercisable Options Value	$ 8
Options Granted to Employees [Member] | Exercise Price Seven [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 4.42
Number of Outstanding Options	50,000
Weighted Average Remaining Contractual Life	5 years 11 months 4 days
Aggregate Intrinsic Value
Number of Exercisable Options	50,000
Aggregate Exercisable Options Value	$ 221
Options Granted to Employees [Member] | Exercise Price Eighteen [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 4.5
Number of Outstanding Options	34,000
Weighted Average Remaining Contractual Life	7 years 2 months 1 day
Aggregate Intrinsic Value
Number of Exercisable Options	34,000
Aggregate Exercisable Options Value	$ 153
Options Granted to Employees [Member] | Exercise Price Nine [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 4.6
Number of Outstanding Options	174,800
Weighted Average Remaining Contractual Life	8 years 8 months 4 days
Aggregate Intrinsic Value
Number of Exercisable Options	112,488
Aggregate Exercisable Options Value	$ 517
Options Granted to Employees [Member] | Exercise Price Ten [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 4.7
Number of Outstanding Options	6,250
Weighted Average Remaining Contractual Life	8 years 10 days
Aggregate Intrinsic Value
Number of Exercisable Options	2,083
Aggregate Exercisable Options Value	$ 10
Options Granted to Employees [Member] | Exercise Price Eleven [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 4.8
Number of Outstanding Options	483,337
Weighted Average Remaining Contractual Life	4 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 Twelve [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price		$ 5.02
Number of Outstanding Options	78,500
Weighted Average Remaining Contractual Life	9 years 8 months 15 days
Aggregate Intrinsic Value
Number of Exercisable Options
Aggregate Exercisable Options Value
Options Granted to Employees [Member] | Exercise Price Thirteen [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price		5.07
Number of Outstanding Options	52,500
Weighted Average Remaining Contractual Life	7 years
Aggregate Intrinsic Value
Number of Exercisable Options	52,500
Aggregate Exercisable Options Value	$ 266
Options Granted to Employees [Member] | Exercise Price Fourteen [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price		5.1
Number of Outstanding Options	60,500
Weighted Average Remaining Contractual Life	8 years 4 months 2 days
Aggregate Intrinsic Value
Number of Exercisable Options	44,750
Aggregate Exercisable Options Value	$ 228
Options Granted to Employees [Member] | Exercise Price Fifteen [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 5.99
Number of Outstanding Options	327,050
Weighted Average Remaining Contractual Life	6 years 7 months 9 days
Aggregate Intrinsic Value
Number of Exercisable Options	297,425
Aggregate Exercisable Options Value	$ 1,782
Options Granted to Employees [Member] | Exercise Price Sixteen [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 6
Number of Outstanding Options	16,667
Weighted Average Remaining Contractual Life	2 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 Seventeen [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 6.84
Number of Outstanding Options	15,125
Weighted Average Remaining Contractual Life	6 years 9 months 14 days
Aggregate Intrinsic Value
Number of Exercisable Options	12,453
Aggregate Exercisable Options Value	$ 85
Options Granted to Employees [Member] | Exercise Price Eighteen [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 7.2
Number of Outstanding Options	83,334
Weighted Average Remaining Contractual Life	5 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 Nineteen [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 8.36
Number of Outstanding Options	250,001
Weighted Average Remaining Contractual Life	6 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 Twenty [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 8.91
Number of Outstanding Options	15,000
Weighted Average Remaining Contractual Life	6 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 Twenty One [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 9,000
Number of Outstanding Options	20,834
Weighted Average Remaining Contractual Life	1 year 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 Twenty Two [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 9.48
Number of Outstanding Options	58,908
Weighted Average Remaining Contractual Life	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 Three [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 10.2
Number of Outstanding Options	39,267
Weighted Average Remaining Contractual Life	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	$ 5.89	$ 5.76
Number of Outstanding Options	547,691	549,141	549,141	598,310
Weighted Average Remaining Contractual Life	5 years 2 months 19 days
Aggregate Intrinsic Value
Number of Exercisable Options	467,689	450,972
Aggregate Exercisable Options Value	$ 2,900
Options granted to non employees [Member] | Exercise Price One [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 2.96
Number of Outstanding Options	7,500
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 Two [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 2.99
Number of Outstanding Options	35,000
Weighted Average Remaining Contractual Life	8 years 2 months 19 days
Aggregate Intrinsic Value
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	$ 3.14
Number of Outstanding Options	11,250
Weighted Average Remaining Contractual Life	7 years 10 months 28 days
Aggregate Intrinsic Value
Number of Exercisable Options	11,250
Aggregate Exercisable Options Value	$ 35
Options granted to non employees [Member] | Exercise Price Four [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 3.36
Number of Outstanding Options	136,775
Weighted Average Remaining Contractual Life	4 years 3 months 25 days
Aggregate Intrinsic Value
Number of Exercisable Options	136,775
Aggregate Exercisable Options Value	$ 459
Options granted to non employees [Member] | Exercise Price Five [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 4.09
Number of Outstanding Options	25,000
Weighted Average Remaining Contractual Life	7 years 9 months 3 days
Aggregate Intrinsic Value
Number of Exercisable Options	25,000
Aggregate Exercisable Options Value	$ 102
Options granted to non employees [Member] | Exercise Price Six [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 4.42
Number of Outstanding Options	5,125
Weighted Average Remaining Contractual Life	5 years 11 months 4 days
Aggregate Intrinsic Value
Number of Exercisable Options	5,125
Aggregate Exercisable Options Value	$ 23
Options granted to non employees [Member] | Exercise Price Seven [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 4.5
Number of Outstanding Options	13,335
Weighted Average Remaining Contractual Life	7 years 6 months 10 days
Aggregate Intrinsic Value
Number of Exercisable Options	5,000
Aggregate Exercisable Options Value	$ 23
Options granted to non employees [Member] | Exercise Price Eighteen [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 4.6
Number of Outstanding Options	20,000
Weighted Average Remaining Contractual Life	8 years 11 months 15 days
Aggregate Intrinsic Value
Number of Exercisable Options	4,000
Aggregate Exercisable Options Value	$ 18
Options granted to non employees [Member] | Exercise Price Nine [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 4.8
Number of Outstanding Options	16,668
Weighted Average Remaining Contractual Life	4 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 Ten [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 5.07
Number of Outstanding Options	5,000
Weighted Average Remaining Contractual Life	7 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 Eleven [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 5.3
Number of Outstanding Options	15,000
Weighted Average Remaining Contractual Life	6 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 Twelve [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 5.99
Number of Outstanding Options	16,670
Weighted Average Remaining Contractual Life	6 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 Thirteen [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 6
Number of Outstanding Options	90,000
Weighted Average Remaining Contractual Life	2 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 Fourteen [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 6.84
Number of Outstanding Options	7,500
Weighted Average Remaining Contractual Life	8 years 4 months 17 days
Aggregate Intrinsic Value
Number of Exercisable Options
Aggregate Exercisable Options Value
Options granted to non employees [Member] | Exercise Price Fifteen [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 7
Number of Outstanding Options	70,000
Weighted Average Remaining Contractual Life	7 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 Sixteen [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 7.32
Number of Outstanding Options	8,334
Weighted Average Remaining Contractual Life	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 Seventeen [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 8.34
Number of Outstanding Options	8,600
Weighted Average Remaining Contractual Life	6 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 Eighteen [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 8.43
Number of Outstanding Options	8,333
Weighted Average Remaining Contractual Life	6 years 18 days
Aggregate Intrinsic Value
Number of Exercisable Options	6,666
Aggregate Exercisable Options Value	$ 56
Options granted to non employees [Member] | Exercise Price Nineteen [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 11.52
Number of Outstanding Options	8,334
Weighted Average Remaining Contractual Life	1 year 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 Twenty [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 16.8
Number of Outstanding Options	39,267
Weighted Average Remaining Contractual Life	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 ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Number of options granted	7,500	62,500
Exercise price	$ 2.96	$ 3.97
Vesting peirod description	two	two
Fair value at grant	$ 22	$ 209
Expiration period	10 years	10 years
Minimum [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise price		$ 2.99
Maximum [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise price		$ 6.84

STOCK-BASED COMPENSATION (Detai

STOCK-BASED COMPENSATION (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Jan. 20, 2020	Jan. 02, 2020	May 23, 2012	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants granted				13,750
Stock-based compensation				$ 1,745	$ 2,847
Fair value of warrants	$ 1,911
Number of additional shares restrictions on transfer				25,000
Common Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of common stock for services				25,000	270,174	[1]
Non-Employees [Member] | Convertible Notes and Private Investment [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants granted					179,428
Granted valuation of vested fair value					$ 350
Non-Employees [Member] | Several Consultants [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants granted					193,178
Warrant, Exercise Price, Decrease					$ 3.14
Warrant, Exercise Price, Increase					$ 5.34
Warrants term					three years
Granted valuation of vested fair value					$ 378
Private Placement Subscription Agreements [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Aggregate amount of subscription agreement		$ 250
Conversion price per share		$ 7
Number of warrant may be converted		151,428
Warrant exercise price		$ 7
Fair value of warrants		$ 210
Masthercell Global [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants granted					450,000
Unrecognized compensation costs				$ 1,093
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period				1 year 9 months
Options Granted to Employees and Directors [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation				$ 1,349	$ 1,470
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				5 years 2 months 19 days
Stock-based compensation				$ 122	$ 113
Unrecognized compensation costs				$ 109
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period					3 years 6 months 29 days
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				3,000,000
Warrants granted				2,470,283
Share-based compensation arrangement by share-based payment award, options, available for grants				900,901
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
Warrants granted				1,415,008
Share-based compensation arrangement by share-based payment award, options, available for grants				16,198
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
[1]	out of which 30,000 shares have additional restrictions on transfer until services have been provided.

SCHEDULE OF DEFERRED TAX ASSETS

SCHEDULE OF DEFERRED TAX ASSETS (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Net operating loss carry forwards	$ 11,451	$ 9,606
Research and development expenses	1,273	1,684
Equity compensation	2,631	2,747
Employee benefits	197	252
Property, plant and equipment	(206)
Leases asset	186	533
Lease liability	(134)	(324)
Loans	26
Intangible assets	(2,738)	(2,863)
Other	119	297
Total	12,805	11,932
Valuation allowance	(12,805)	(11,932)	$ (14,939)
Net deferred tax liabilities

SCHEDULE OF VALUATION ALLOWANCE

SCHEDULE OF VALUATION ALLOWANCE, ACTIVITY (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Balance at the beginning of year	$ (11,932)	$ (14,939)
Change during the year	(873)	3,007
Balance at end of year	$ (12,805)	$ (11,932)

TAXES (Details Narrative)

TAXES (Details Narrative) ₩ in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2021KRW (₩)	Dec. 31, 2020USD ($)	Dec. 31, 2021USD ($)	Dec. 31, 2021EUR (€)	Dec. 31, 2021KRW (₩)
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards | $		$ 18	$ 29
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	11
BELGIUM
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards | $		8	8
BELGIUM | Europe [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards | €				€ 7,000,000
Accumulated tax loss carryforward deductions | €				€ 1,000,000
KOREA, REPUBLIC OF
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards | $		$ 4	$ 3
Accumulated tax loss carry forwarded period	15 years
KOREA, REPUBLIC OF | First KRW 200 Million of Tax Base [Member]
Operating Loss Carryforwards [Line Items]
Effective income tax rate reconciliation, at income tax rate	10.00%
Tax base	₩ 200
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%
Tax base	₩ 20,000
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%
Tax base	₩ 300,000
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%
Tax base	₩ 300,000
Effective income tax rate reconciliation, at local income tax rate	2.50%
KOREA, REPUBLIC OF | Over KRW 20 Billion [Member]
Operating Loss Carryforwards [Line Items]
Tax base	₩ 200
Effective income tax rate reconciliation, at local income tax rate	2.00%
KOREA, REPUBLIC OF | Over krw three zero zero billion [Member]
Operating Loss Carryforwards [Line Items]
Tax base	₩ 20,000
KOREA, REPUBLIC OF | South Korean Won [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards					₩ 3,023

SCHEDULE OF DISAGGREGATION OF_2

SCHEDULE OF DISAGGREGATION OF REVENUE (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Total	$ 35,502	$ 7,652
POC and Hospital Services [Member]
Disaggregation of Revenue [Line Items]
Total	32,819	6,068
Cell Process Development Services [Member]
Disaggregation of Revenue [Line Items]
Total	$ 2,683	$ 1,584

SCHEDULE OF BREAKDOWN OF REVENU

SCHEDULE OF BREAKDOWN OF REVENUES PER CUSTOMER (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Customer E (Greece)	$ 31,646	$ 6,177
Customers A [Member]
Disaggregation of Revenue [Line Items]
Customer E (Greece)	7,703	2,857
Customers B [Member]
Disaggregation of Revenue [Line Items]
Customer E (Greece)	6,969
Customers C - Related Party [Member]
Disaggregation of Revenue [Line Items]
Customer E (Greece)	6,491	1,577
Customers D [Member]
Disaggregation of Revenue [Line Items]
Customer E (Greece)	3,856	1,475
Customer E [Member]
Disaggregation of Revenue [Line Items]
Customer E (Greece)	$ 4,693	$ 1,412

SCHEDULE OF ACTIVITY FOR TRADE

SCHEDULE OF ACTIVITY FOR TRADE RECEIVABLES (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Defined Benefit Plan Disclosure [Line Items]
Balance as of beginning of period	$ 3,085	$ 1,831
Acquisition of Koligo		228
Additions	34,570	6,997
Collections	(22,333)	(5,982)
Exchange rate differences	(77)	11
Balance as of end of period	15,245	3,085
Related Party [Member]
Defined Benefit Plan Disclosure [Line Items]
Balance as of beginning of period	744
Additions	3,856	1,244
Collections	(2,628)	(500)
Balance as of end of period	$ 1,972	$ 744

SCHEDULE OF ACTIVITY FOR CONTRA

SCHEDULE OF ACTIVITY FOR CONTRACT LIABILITIES (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Defined Benefit Plan Disclosure [Line Items]
Balance as of beginning of period	$ 59	$ 325
Additions		597
Realizations		(862)
Exchange rate differences		(1)
Balance as of end of period	59	59
Related Party [Member]
Defined Benefit Plan Disclosure [Line Items]
Balance as of beginning of period
Additions		231
Balance as of end of period
Collections		$ (231)

SCHEDULE OF RESEARCH AND DEVELO

SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSES (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Research and Development [Abstract]
Total expenses	$ 36,644	$ 84,182
Less grants		(196)
Total	$ 36,644	$ 83,986

SCHEDULE OF FINANCIAL EXPENSES

SCHEDULE OF FINANCIAL EXPENSES (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Financial Expenses Net
Interest expense on convertible loans	$ 943	$ 1,254
Foreign exchange loss, net	574	160
Other income	(225)	(353)
Total	$ 1,292	$ 1,061

SCHEDULE OF RELATED PARTY TRANS

SCHEDULE OF RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Related Party Transaction [Line Items]
Stock Based Compensation	$ 1,745	$ 2,847
Revenues from customer	3,856	1,475
Continuing Operations [Member]
Related Party Transaction [Line Items]
Revenues from customer	3,856	1,475
Cost of research and development and research and development services, net		4,772
Financial income	64	169
Continuing Operations [Member] | Executive Officer [Member]
Related Party Transaction [Line Items]
Stock Based Compensation	247	221
Compensation	4,422	1,321
Continuing Operations [Member] | Board Members [Member]
Related Party Transaction [Line Items]
Stock Based Compensation	265	209
Management and consulting fees	$ 380	$ 264

SCHEDULE OF RELATED PARTIES PRE

SCHEDULE OF RELATED PARTIES PRESENTED IN CONSOLIDATED BALANCE SHEETS (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Related Party Transaction [Line Items]
Loan to related party	$ 3,064
Accounts receivable, net	1,972	744
Executive Officer [Member]
Related Party Transaction [Line Items]
Due to Related Parties	51	170
Nonexecutive Directors [Member]
Related Party Transaction [Line Items]
Due to Related Parties	$ 178	$ 13

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)	Mar. 30, 2022	Feb. 22, 2022	Jan. 26, 2022	Jan. 25, 2022	Jan. 18, 2022	Dec. 31, 2021	Dec. 31, 2020
Subsequent Event [Line Items]
Royalty of net sales, percentage						3.50%
Revenue						$ 35,502,000	$ 7,652,000
Subsequent Event [Member]
Subsequent Event [Line Items]
Loss Contingency, Actions Taken by Plaintiff					the plaintiffs are seeking that the Court issue a declaratory remedy whereby the defendants are required to pay royalties to the plaintiffs at the rate of 7% of the sales and 24% of any and all revenues in consideration for sublicenses related to any produc
Proceeds from issuance of private placement	$ 14,800,000
Subsequent Event [Member] | Private Placement [Member]
Subsequent Event [Line Items]
Stock Issued During Period, Shares, New Issues	4,933,333
Shares Issued, Price Per Share	$ 3
Number of warrant may be converted	1,000,000
Warrants exercise price	$ 4.50
Subsequent Event [Member] | Joint Venture Agreement [Member]
Subsequent Event [Line Items]
Royalty percentage			5.00%
Subsequent Event [Member] | License and research agreement yeda research and development company limited [Member]
Subsequent Event [Line Items]
Annual license fee				$ 10,000
Payment for milestone events				50,000
Patent fees				27,000
Subsequent Event [Member] | License and research agreement yeda research and development company limited [Member] | FDA marketing [Member]
Subsequent Event [Line Items]
Payment for milestone events				500,000
Subsequent Event [Member] | License and research agreement yeda research and development company limited [Member] | Non FDA marketing [Member]
Subsequent Event [Line Items]
Payment for milestone events				350,000
Subsequent Event [Member] | License and research agreement yeda research and development company limited [Member] | Additional non FDA marketing [Member]
Subsequent Event [Line Items]
Payment for milestone events				$ 250,000
Subsequent Event [Member] | License and research agreement yeda research and development company limited [Member] | Maximum [Member]
Subsequent Event [Line Items]
Royalty of net sales, percentage				2.00%
Subsequent Event [Member] | Proterna [Member]
Subsequent Event [Line Items]
Joint venture			$ 5,000,000
Services joint venture			2,500,000
Subsequent Event [Member] | JV Entity [Member]
Subsequent Event [Line Items]
Revenue			$ 2,000,000
Subsequent Event [Member] | Mida biotech BV [Member] | Joint Venture Agreement [Member]
Subsequent Event [Line Items]
Joint venture agreement		$ 100,000