Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 22, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
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 | $ 54,809,919 | ||
Entity Common Stock, Shares Outstanding | 27,493,123 | ||
Documents Incorporated By Reference | None. | ||
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, 2022 | Dec. 31, 2021 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 5,311 | $ 5,473 |
Restricted cash | 1,058 | 501 |
Accounts receivable, net * | 36,183 | 15,245 |
Prepaid expenses and other receivables | 958 | 1,188 |
Convertible loan to related parties | 2,688 | 3,064 |
Grants receivable | 169 | |
Inventory | 120 | 118 |
Total current assets | 46,318 | 25,758 |
NON CURRENT ASSETS: | ||
Deposits | 331 | 363 |
Investments and loans to associates | 135 | 584 |
Loans receivable | 821 | |
Property, plants and equipment, net | 22,834 | 10,271 |
Intangible assets, net | 9,694 | 11,821 |
Operating lease right-of-use assets | 2,304 | 1,015 |
Goodwill | 8,187 | 8,403 |
Deferred tax | 103 | |
Other assets | 1,022 | 805 |
Total non-current assets | 44,610 | 34,083 |
TOTAL ASSETS | 90,928 | 59,841 |
CURRENT LIABILITIES: | ||
Accounts payable | 4,429 | 5,238 |
Accrued expenses and other payables | 2,578 | 485 |
Income tax payable | 289 | 54 |
Employees and related payables | 1,860 | 1,907 |
Advance payments on account of grant | 1,578 | 1,238 |
Contract liabilities | 70 | 59 |
Current maturities of finance leases | 60 | 18 |
Current maturities of operating leases | 542 | 481 |
Short-term and current maturities of convertible loans | 4,504 | 5,885 |
TOTAL CURRENT LIABILITIES | 15,910 | 15,365 |
LONG-TERM LIABILITIES: | ||
Non-current operating leases | 1,728 | 561 |
Convertible loans | 13,343 | 4,854 |
Retirement benefits obligation | 163 | 101 |
Long-term debt and finance leases | 95 | 41 |
Advance payments on account of grant | 144 | |
Other long-term liabilities | 271 | 288 |
TOTAL LONG-TERM LIABILITIES | 15,744 | 5,845 |
TOTAL LIABILITIES | 31,654 | 21,210 |
REDEEMABLE NON-CONTROLLING INTEREST | 30,203 | |
EQUITY: | ||
Common stock of $0.0001 par value: Authorized at December 31, 2022 and December 31, 2021: 145,833,334 shares; Issued at December 31, 2022 and December 31, 2021: 25,832,322 and 24,567,366 shares, respectively; Outstanding at December 31, 2022 and December 31, 2021: 25,545,755 and 24,280,799 shares, respectively. | 3 | 3 |
Additional paid-in capital | 150,355 | 145,916 |
Accumulated other comprehensive income (loss) | (270) | 207 |
Treasury stock 286,567 shares as of December 31, 2022 and December 31, 2021 | (1,266) | (1,266) |
Accumulated deficit | (121,261) | (106,372) |
Equity attributable to Orgenesis Inc. | 27,561 | 38,488 |
Non-controlling interests | 1,510 | 143 |
TOTAL EQUITY | 29,071 | 38,631 |
TOTAL LIABILITIES, REDEEMABLE NON-CONTROLLING INTEREST AND EQUITY | $ 90,928 | $ 59,841 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Accounts receivable related parties net | $ 1,972 | |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 145,833,334 | 145,833,334 |
Common stock, shares issued | 25,832,322 | 24,567,366 |
Common stock, shares outstanding | 25,545,755 | 24,280,799 |
Treasury stock, shares | 286,567 | 286,567 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss (Income) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenues | $ 34,741 | $ 31,646 |
Revenues from related party | 1,284 | 3,856 |
Total revenues | 36,025 | 35,502 |
Cost of revenues, development services and research and development expenses | 27,066 | 36,644 |
Amortization of intangible assets | 911 | 948 |
Selling, general and administrative expenses | 15,589 | 14,710 |
Impairment expenses of intangible assets | 1,061 | |
Operating loss | 8,602 | 16,800 |
Other income, net | (173) | (2,278) |
Loss from extinguishment in connection with convertible loan | 52 | 1,865 |
Financial expenses, net | 1,971 | 1,292 |
Share in net loss of associated companies | 1,508 | 272 |
Loss before income taxes | 11,960 | 17,951 |
Tax expense | 209 | 108 |
Net loss | 12,169 | 18,059 |
Net income (loss) attributable to non-controlling interests | 2,720 | (6) |
Net loss attributable to Orgenesis Inc. | $ 14,889 | $ 18,053 |
Loss per share: | ||
Basic and diluted | $ 0.59 | $ 0.74 |
Weighted average number of shares used in computation of Basic and Diluted loss per share: | ||
Basic and diluted | 25,096,284 | 24,273,658 |
Comprehensive loss: | ||
Net loss | $ 12,169 | $ 18,059 |
Other Comprehensive loss – Translation adjustment | 477 | 541 |
Comprehensive loss | 12,646 | 18,600 |
Comprehensive income (loss) attributed to non-controlling interests | 2,720 | (6) |
Comprehensive loss attributed to Orgenesis Inc. | $ 15,366 | $ 18,594 |
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 Stock [Member] | Retained Earnings [Member] | Parent [Member] | Noncontrolling Interest [Member] | Total | |
Beginning balance, value at Dec. 31, 2020 | $ 3 | $ 140,397 | $ 748 | $ (250) | $ (88,319) | $ 52,579 | $ 149 | $ 52,728 | |
Beginning balance, shares at Dec. 31, 2020 | 24,167,784 | ||||||||
Stock-based compensation to employees and directors | 1,349 | 1,349 | 1,349 | ||||||
Stock-based compensation to service providers | [1] | 396 | 396 | 396 | |||||
Stock-based compensation to service providers, shares | 25,000 | ||||||||
Exercise of options | [1] | 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] | 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 | ||||||||
Stock-based compensation to employees and directors | 916 | 916 | 916 | ||||||
Stock-based compensation to service providers | 66 | 66 | 66 | ||||||
Exercise of options | [2] | 6 | 6 | 6 | |||||
Exercise of options, shares | 510,017 | ||||||||
Extinguishment in connection with convertible loan restructuring | 226 | 226 | 226 | ||||||
Comprehensive income (loss) for the period | (477) | (14,889) | (15,366) | 2,720 | (12,646) | ||||
Issuance and modification of warrants with respect to convertible loans | 950 | 950 | 950 | ||||||
Issuance of Shares | [2] | 2,175 | 2,175 | 2,175 | |||||
Issuance of Shares, shares | 724,999 | ||||||||
Issuance of shares related to acquisition of Mida | [2] | 100 | 100 | 100 | |||||
Issuance of shares related to acquisition of Mida, shares | 29,940 | ||||||||
Non- Controlling Interest arising from a business combination | (1,353) | (1,353) | |||||||
Ending balance, value at Dec. 31, 2022 | $ 3 | $ 150,355 | $ (270) | $ (1,266) | $ (121,261) | $ 27,561 | $ 1,510 | $ 29,071 | |
Ending balance, shares at Dec. 31, 2022 | 25,545,755 | ||||||||
[1]Represents an amount lower than $1 thousand[2]Represents an amount lower than $1 thousand |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (12,169) | $ (18,059) |
Adjustments required to reconcile net income (loss) to net cash used in operating activities: | ||
Stock-based compensation | 982 | 1,745 |
Capital loss (gain), net | (170) | 25 |
Share in loss of associated company | 1,508 | 272 |
Depreciation and amortization expenses | 1,978 | 1,864 |
Impairment expenses of intangible assets | 1,061 | |
Effect of exchange differences on inter-company balances | 502 | 341 |
Net changes in operating leases | (61) | (4) |
Interest expense accrued on loans and convertible loans | 1,372 | 482 |
Loss from extinguishment in connection with convertible loan restructuring | 52 | 1,865 |
Changes in operating assets and liabilities: | ||
Increase in accounts receivable | (21,051) | (12,178) |
Decrease (increase) in inventory | (7) | 55 |
Decrease (increase) in other assets | 26 | (18) |
Decrease (increase) in prepaid expenses, other accounts receivable | 391 | (173) |
Decrease in accounts payable | (1,321) | (3,755) |
Increase (decrease) in accrued expenses and other payable | 1,570 | (248) |
Increase (decrease) in employee and related payables | (216) | 487 |
Decrease in contract liabilities | 10 | |
Change in advance payments and receivables on account of grant, net | 722 | 433 |
Change in deferred taxes, net | (103) | |
Net cash used in operating activities | (24,924) | (26,866) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Investment in convertible loan to related party partners | (3,000) | |
Repayment of convertible loan to related party partners | 538 | |
Increase in loan to associate entities | (4,131) | (430) |
Loan granted | (818) | |
Repayment of loan granted | 782 | |
Sale of property, plants and equipment | 246 | |
Purchase of property, plants and equipment | (12,416) | (7,866) |
Investment in associated company | (242) | |
Cash acquired from acquisition of Mida (see note 4) | 702 | |
Increase in cash from business combinations of TLABS and Orgenesis Austria (see note 13a) | 160 | |
Investment in long-term deposits | (14) | (28) |
Net cash used in investing activities | (14,133) | (12,384) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repurchase of treasury stock | (1,016) | |
Proceeds from issuance of shares | 2,181 | 1,926 |
Proceeds from issuance of convertible loans | 19,150 | |
Proceeds from transaction with redeemable non-controlling interest that do not acquire control of a subsidiary | 20,000 | |
Repayment of convertible loans and convertible bonds | (2,300) | (1,000) |
Repayment of short and long-term debt | (46) | (16) |
Grant received in respect of third party | 1,396 | |
Transfer of the grant received to third party | (803) | |
Net cash provided (used in) by financing activities | 39,578 | (106) |
NET CHANGE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH | 521 | (39,356) |
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS | (126) | (238) |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF YEAR | 5,974 | 45,568 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF YEAR | 6,369 | 5,974 |
SUPPLEMENTAL NON-CASH FINANCING AND INVESTING ACTIVITIES | ||
Recognition of finance lease liability and right-of-use assets | 136 | |
Recognition of operating lease liability and right-of-use assets | 432 | |
Increase (decrease) in accounts payable related to purchase of property, plant and equipment | (383) | 331 |
Loan conversion for Redeemable non-controlling interest (See note 3) | 10,203 | |
Issuance of common stocks in connection with the acquisition of Mida (see note 4) | 100 | |
Extinguishment in connection with convertible loan restructuring | 226 | 1,848 |
CASH PAID DURING THE YEAR FOR: | ||
Interest | $ 458 | $ 443 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF BUSINESS | NOTE 1 – DESCRIPTION OF BUSINESS a. General Orgenesis Inc. is a global biotech company working to unlock the potential of 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, or ATMPs. The Company is mostly focused on autologous therapies that can be manufactured under processes and systems that are developed for each therapy using a closed and automated approach that is validated for compliant production near the patient for treatment of the patient at the point of care, or 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 collaborative worldwide network of research institutes and hospitals who are engaged in the POCare model, or the Company’s POCare Network, and a pipeline of licensed POCare advanced therapies that can be processed and produced under such closed and automated processes and systems, or POCare Therapies. The Company is developing its pipeline of advanced therapies and with the goal of entering into out-licensing agreements for them. The Company’s cellular therapies, though defined as drug products, conceptually differ from other drug modalities in that they are based on reprogramming of cells sourced from the patient or from a donor. In most cases, they are individually produced per patient in a highly sterile and controlled environment, and their efficacy is optimized when administered a short time following production as fresh product. To advance the execution of the Company’s goal of bringing such therapies to market, the Company has designed and built the Company’s POCare Platform - a scalable infrastructure of technology and services that ensures a central quality system, replicability and standardization of infrastructure and equipment, and centralized monitoring and data management. The platform is constructed on POCare Centers that serve as hubs that implement locally the Company’s POCare quality system, Good Manufacturing Practices, training procedures, quality control testing, incoming supply of materials and oversee the actual production in the Orgenesis Mobile Processing Units & Labs, or OMPULs. During the year ended December 31, 2022 the Company streamlined its POCare platform with the incorporation of a new subsidiary, Morgenesis, which became responsible for certain POC operations. This platform is utilized by other parties, such as biotech companies and hospitals for the supply of their products. Morgenesis services include adapting the process to the platform and supplying the products, or POCare Services. These are services for third party companies and for CGT’s that are not necessarily based on the Company’s POCare Therapies. POCare Services The POCare Services that the Company and its affiliated entities perform include: ● Process development of therapies, process adaptation, and optimization inside the OMPULs, or “OMPULization”; ● Adaptation of automation and closed systems to serviced therapies; ● Incorporation of the serviced therapies compliant with GMP in the OMPULs that the Company designs and built; ● Tech transfers and training of local teams for the serviced therapies at the POCare Centers; ● Processing and supply of the therapies and required supplies under GMP conditions within the Company’s POCare Network, including required quality control testing; and ● Contract Research Organization services for clinical trials. The POCare Services are performed in decentralized hubs that provide harmonized and standardized services to customers, or POCare Centers. The Company is working to expand the number and scope of the Company’s POCare Centers with the intention of providing an efficient and scalable pathway for CGT therapies to reach patients rapidly at lowered costs. Our POCare Services are designed to allow rapid capacity expansion while integrating new technologies to bring together patients, doctors and industry partners with a goal of achieving standardized, regulated clinical development and production of therapies. POCare Services Operations via Subsidiaries The Company currently conducts its core business operations itself and through Morgenesis and its subsidiaries which are all wholly owned except as otherwise stated below (collectively, the “Subsidiaries”). The following is a description of the Company’s Subsidiaries: Morgenesis LLC In August 2022, the Company formed Morgenesis LLC, a subsidiary to hold substantially all the assets of the Company’s POCare Services. The Company formed Morgenesis to streamline all existing POCare Service business units into one unified entity, bringing together a full-service range of solutions for therapeutic developers for point of care treatments. The newly formalized service offering provides solutions from initial process development, regulatory strategy and implementation, “OMPULization” which includes cGMP process development, closing/automating the process, and with the end goal of optimizing full cGMP processing and supply of therapeutic product to patients at the point of care. The Company currently owns 76.9% During November 2022, the Company and MM OS Holdings, L.P. (“MM”), an affiliate of Metalmark Capital Partners (“Metalmark”), entered into a series of definitive agreements intended to finance, strengthen and expand the Company’s POCare Services business (the “Metalmark Investment”). Pursuant to a unit purchase agreement (the “UPA”), MM purchased 3,019,651 Class A Preferred Units of Morgenesis (the “Class A Units”), which represents 22.31 of the outstanding equity interests of Morgenesis following the initial closing, for a purchase price of $ 30.2 20 million of cash consideration and (ii) the conversion of $ 10.2 20 10 The Company transferred the following subsidiaries to Morgenesis: ● Orgenesis Maryland LLC, which is the center of POCare Services activity in North America and is currently focused on setting up and providing POCare Services and cell-processing services to the POCare Network. ● Tissue Genesis International LLC, which was formed in Texas in 2022, is currently focused on development of the Company’s technologies and therapies. ● Orgenesis Services SRL, which was incorporated in 2022 and is currently focused on expanding the Company’s POCare Network in Belgium. ● Orgenesis Germany GmbH, which is currently focused on providing CRO services to the POCare Network. ● Orgenesis Korea Co. Ltd., which is a provider of cell-processing and pre-clinical services in Korea. The Company owns 94.12 ● Orgenesis Biotech Israel Ltd., which is a provider of process development and cell-processing services in Israel. POCare Therapies The Company’s POCare Network is an alternative to the traditional pathway of drug development. The Company collaborates with academic institutions and entities that have been spun out from such institutions. The Company is in close contact with researchers who are experts in the field of the drug and also partners with leading hospitals and research institutes. Based on such collaborations, the Company enters into in-licensing agreements with relevant institutions for promising therapies with the aim of adapting them to a point-of-care setting through regional or strategic biological partnerships. It then is able to out-license its own therapeutic developments, as well as those therapies developed from in-licensing agreements, to out-licensing partners at preferred geographical regions. This approach lowers overall development costs through minimizing pre-clinical development costs incurred by the Company, and through receiving of the additional funding from grants and/or payments by regional partners. The Company’s therapies development subsidiaries are: ● Koligo Therapeutics, Inc., a Kentucky corporation, which is a regenerative medicine company, specializing in developing personalized cell therapies. It is currently focused on commercializing its metabolic pipeline via the POCare Network throughout the United States and in international markets. ● Orgenesis CA, Inc. a Delaware corporation, which is currently focused on development of technologies and therapies in California. ● Orgenesis Belgium SRL which is currently focused on product development. Since its incorporation, the subsidiary been awarded grants in excess of 18 ● Orgenesis Switzerland Sarl, which is currently focused on providing group management services. ● MIDA Biotech BV, which was acquired in 2022 and is currently focused on research and development activities, was granted a 4 million Euro grant under the European Innovation Council Pathfinder Challenge Program which supports cutting-edge science and technology. The grant is for technologies enabling the production of autologous induced pluripotent stem cells (iPSCs) using microfluidic technologies and artificial intelligence (AI). ● Orgenesis Italy SRL which was incorporated in 2022 and is currently focused on R&D activities. ● Orgenesis Ltd., an Israeli subsidiary which is focused on R&D and a provider of R&D management services for out licenced products. Israel as a hub for biotech research and pioneers in this field ● Orgenesis Australia PTY LTD, which was incorporated in 2022 and is currently focused on the development of the Company’s technologies and therapies. b. Liquidity Through December 31, 2022, the Company had an accumulated deficit of $ 121 24.9 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 such 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. Current and projected cash resources and commitments, as well as other factors mentioned above, raise a substantial doubt about the Company’s ability to continue as a going concern to meet the Company’s current operations for the next 12 months. Management plans include raising additional capital to fund its operations, as well as exploring additional avenues to increase revenue and reduce capital expenditures. If the Company is unable to raise sufficient additional capital or meet revenue targets, it may have to curtail certain activities. The estimation and execution uncertainty regarding the Company’s future cash flows and management’s judgments and assumptions in estimating these cash flows 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, 2022 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). a. Use of Estimates in the Preparation of Financial Statements The preparation of the Company’s 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, the Company evaluates its estimates, judgments and methodologies. The Company bases its estimates on historical experience and on various other assumptions that it believes 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 the Company’s 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. The Company examined the impact of COVID-19 on the Company’s 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 fair value of consideration transferred in a business combination to the assets acquired, liabilities assumed, and non-controlling interests in the acquired business based on their fair values at the acquisition date. All assets and liabilities are recognized in 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 excess of the fair value of the consideration transferred plus the fair value of any non-controlling interest in the acquiree over the fair value of the assets acquired, liabilities assumed in the acquired business is recorded as goodwill. 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 cumulative impact of revisions during the measurement period is recognized in the reporting period in which the revisions are identified. 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. 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. d. Cost of revenues, development services and research and development expenses Cost of revenues, development services and research and development expenses 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. e. 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. f. 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. g. Fair value measurement The Company measures fair value and discloses fair value measurements for financial assets and liabilities. Fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The accounting standard establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. Level 2: Observable inputs that are based on inputs not quoted on active markets, but corroborated by market data. Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and considers counterparty credit risk in its assessment of fair value. 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, plants and Equipment Property, plants 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 3 10 Laboratory equipment 1 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 Metalmark Investment, the Company conducted an analysis of its operations, which led to changes in the Company’s identified reporting units, operating and reporting segments. As a result of the analysis, two operating units were identified: Morgenesis and Therapies. As a result, the Company reallocated its goodwill to the adjusted reporting units using a relative fair value allocation. 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. For indefinite life intangible assets, the Company performs an impairment test annually in the fourth quarter and whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. The Company determines the fair value of the asset based on discounted cash flows and records an impairment loss if its book value exceeds fair value. Impairment charges to customer relationships and IPR&D during the year ended December 31, 2022 were $ 1,061 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% likely of being realized upon ultimate settlement 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. Redeemable non-controlling interests are measured at the greater of the initial carrying amount adjusted for the non-controlling interest’s share of comprehensive income or loss or its redemption value. 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 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 does not have credit losses with respect to 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 common stock 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, 2022 and December 31, 2021. t. Other Comprehensive Loss Other comprehensive loss represents adjustments of foreign currency translation. u. Revenue from Contracts with Customers The Company’s agreements are primarily service and processing contracts, the performance obligations of which range in duration from a few months to one year. The Company recognizes revenue when control of the 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. 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 has three main revenue streams, which are POCare development services, cell process development services, including hospital supplies, and POCare cell processing. POCare Development Services Revenue recognized under contracts for POCare 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 a point of time (upon completion) . Revenues from support services provided to the Company’s customers are recognized as and when the services are provided, because the customer simultaneously receives and consumes the benefits provided. 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. Included in cell process 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. POCare Cell Processing Revenues from POCare Cell processing represent performance obligations which are recognized either over, or at a point of time. The progress towards completion is measured on an output measure based on direct measurement of the value transferred to the customer (units produced). 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. v. Leases 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. Finance leases are included in property, plants and equipment, net and finance 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 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. w. Segment reporting Since the Metalmark Investment, the Company’s business includes two reporting segments: Morgenesis and Therapies. See note 5. x. Recently adopted accounting pronouncements In the first quarter of 2022, the Company early adopted Accounting Standards Update (“ASU”) ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”). The update simplifies the accounting for convertible debt instruments and convertible preferred stock by reducing the number of accounting models and limiting the number of embedded conversion features separately recognized from the primary contract. The guidance also includes targeted improvements to the disclosures for convertible instruments and earnings per share. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The Company adopted ASU 2020-06 in the first quarter of 2022 using the modified retrospective method which resulted with no material effect. 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 from January 1, 2022. The Company adopted ASU 2021-24 in the first quarter of 2022 which resulted in no material effect. 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 Company applied the guidance prospectively to all in-scope transactions beginning fiscal year 2022. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements y. Recently issued accounting pronouncements, not yet adopted In June 2016, the FASB issued ASU 2016-13 “Financial Instruments—Credit Losses—Measurement of Credit Losses on Financial Instruments.” This guidance replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The guidance will be effective for Smaller Reporting Companies (SRCs, as defined by the SEC) for the fiscal year beginning on January 1, 2023, including interim periods within that year. The Company will apply the guidance prospectively to transactions occurring on or after January 2023. 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 plans to adopt the new accounting standard effective January 1, 2023 and will apply the guidance prospectively to all business combinations with an acquisition date occurring on or after January 2023. |
REDEEMABLE NON-CONTROLLING INTE
REDEEMABLE NON-CONTROLLING INTEREST | 12 Months Ended |
Dec. 31, 2022 | |
Noncontrolling Interest [Abstract] | |
REDEEMABLE NON-CONTROLLING INTEREST | NOTE 3 – REDEEMABLE NON-CONTROLLING INTEREST Metalmarket Investment in Morgenesis LLC On November 4, 2022, the Company and MM OS Holdings, L.P. (“MM”), an affiliate of Metalmark Capital Partners (“Metalmark”), POCare Services Pursuant to the Unit Purchase Agreement (the “UPA”), MM agreed to purchase 3,019,651 22.31 30,196 (i) $20,000 thousand of cash consideration and (ii) the conversion of $10,200 thousand of MM’s then-outstanding senior secured convertible loans previously entered into with MM pursuant to that certain Senior Secured Convertible Loan Agreement, dated as of August 15, 2022, between MM, Morgenesis and the Company. 125,000,000 77.69 If (a) Morgenesis and its subsidiaries generate Net Revenue (as defined in the UPA) equal to or greater than $ 30,000,000 50,000,000 10,000,000 1,000,000 10,000,000 1,000,000 13,000,000 10,000,000 1,000,000 10,000,000 10,000,000 At any time until the consummation of a Company IPO or Change of Control (in each case, as defined in the LLC Agreement), MM may, in its sole discretion, elect to invest up to an additional $ 60,000,000 10,000,000 125,000,000 25,000,000 156,250,000 25,000,000 250,000,000 The proceeds of the investment will generally be used to fund the activities of Morgenesis and its consolidated subsidiaries. In addition, if, during the twelve month period ending on December 31, 2023, Morgenesis and its subsidiaries generate (i) Net Revenue (as defined in the UPA) equal to or greater than $ 70,000,000 35,000,000 10,000,000 10,000,000 In connection with the entry into the UPA, each of the Company, Morgenesis and MM entered into the Second Amended and Restated Limited Liability Company Agreement (the “LLC Agreement”) providing for certain restrictions on the disposition of Morgenesis securities, the provisions of certain options and rights with respect to the management and operations of Morgenesis, a right for MM to exchange any units of Morgenesis for shares of the Company’s common stock and certain other rights and obligations. In connection with the entry into the UPA, each of the Company, Morgenesis and MM entered into a services agreement (the “Services Agreement”) under which the Company will provide certain operational services to Morgenesis for an initial term of three years. Also, in connection with the entry into the UPA, each of Morgenesis and Metalmark Management II LLC, an affiliate of Metalmark (“MM Management”), entered into an advisory services and monitoring agreement (the “Monitoring Agreement”) under which MM Management will provide certain analytical and financial and business monitoring services to Morgenesis. Under the Monitoring Agreement, MM Management will be paid a quarterly cash fee equal to 0.25 The Preferred Units have voting rights, may be converted into ordinary shares, and are prioritized over ordinary shares in case of dividend or redemption. The Company considers the provisions of Accounting Standards Codification Distinguishing Liabilities from Equity (“ASC 480”) in order to determine whether the Preferred Units should be classified as a liability. If the instrument is not within the scope of ASC 480, the Company further analyzes the instrument’s characteristics in order to determine whether it should be classified within temporary equity (mezzanine) or within permanent equity in accordance with the provisions of ASC 480-10-S99. The preferred units are not mandatorily or currently redeemable. However, they include a liquidation or deemed liquidation event that would constitute a redemption event that is outside of the Company’s control. As such, all redeemable preferred units have been presented outside of permanent equity as a redeemable non-controlling interest. The Company further analyzed and concluded that the future Preferred Units investments are considered embedded in the initial Preferred Units that were issued and are considered clearly and closely related to the host instrument and therefore should not be bifurcated. |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | NOTE 4 – ACQUISITIONS Purchase of Mida Biotech BV During February 2022, pursuant to the joint venture agreement between the Company and Mida Biotech BV, the Company purchased all the issued shares of Mida for a consideration of $ 100 29,940 Theracell Laboratories See note 13a. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | NOTE 5 – SEGMENT INFORMATION Following the Metalmark Investment, the Company separated its operations into two operating segments: Morgenesis operations and therapies. Prior to that, the Company conducted all its operations as one segment. The Morgenesis operations includes mainly POCare Services, while the therapies segment includes the Company’s therapeutic development operations. Because the Company conducted all its operations as one segment prior to the Metalmark Investment, the above changes were reflected through retroactive revision of prior period segment information based on the subsidiaries that were transferred to Morgenesis. Certain activities of these subsidiaries have changed after they were transferred to Morgenesis operations segment. The Company’s Chief Executive Officer (“CEO”), who is the chief operating decision maker (“CODM”), reviews financial information prepared on a consolidated basis, accompanied by disaggregated information about revenues and contributed profit by the two identified reportable segments, namely Morgenesis and Therapies, to make decisions about resources to be allocated to the segments and assess their performance. The Company does not review assets by segment. Therefore, the measure of assets has not been disclosed for each segment. Segment data for the year ended December 31, 2022 is as follows: SCHEDULE OF SEGMENT REPORTING Morgenesis Therapies Eliminations Consolidated (in thousands) Revenues $ 33,884 $ 6,432 $ (5,575 ) $ 34,741 Revenues from related party 1,284 - - 1,284 Total revenues 35,168 6,432 (5,575 ) 36,025 Cost of revenues, development services and research and development expenses* (17,373 ) (13,350 ) 4,675 (26,048 ) Operating expenses* (7,762 ) (8,678 ) 900 (15,540 ) Other income, net 168 5 - 173 Depreciation and amortization (1,006 ) (972 ) - (1,978 ) Impairment expenses (420 ) (641 ) - (1,061 ) Loss from extinguishment in connection with convertible loan - (52 ) - (52 ) Financial Expenses, net (1,748 ) (223 ) - (1,971 ) Share in net income of associated companies (1,352 ) (156 ) - (1,508 ) Income (loss) before income taxes $ 5,675 $ (17,635 ) $ - $ (11,960 ) * Excluding Depreciation, amortization and impairment expenses Reconciliation of segment performance to loss for the year ended December 31, 2021: Morgenesis Therapies Eliminations Consolidated (in thousands) Revenues $ 31,211 $ 11,925 $ (11,490 ) $ 31,646 Revenues from related party 3,856 - - 3,856 Total revenues 35,067 11,925 (11,490 ) 35,502 Cost of revenues, development services and research and development expenses* (21,096 ) (24,000 ) 9,327 (35,769 ) Operating expenses* (3,545 ) (13,287 ) 2,163 (14,669 ) Other income, net 24 2,254 - 2,278 Depreciation and amortization (1,020 ) (844 ) - (1,864 ) Loss from extinguishment in connection with convertible loan - (1,865 ) - (1,865 ) Financial Expenses, net (2,508 ) 1,216 - (1,292 ) Share in net income of associated companies (15 ) (257 ) - (272 ) Income (loss) before income taxes $ 6,907 $ (24,858 ) $ - $ (17,951 ) * Excluding Depreciation, amortization and impairment expenses |
EQUITY
EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
EQUITY | NOTE 6 – EQUITY a. Financings In March 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 The warrants are not exercisable until after six months and expire three years from the date of issuance 2.175 12.625 724,999 146,959 has agreed to register the resale of the Shares and Underlying Shares on a registration statement on Form S-3 (the “Registration Statement”) to be filed with the United States Securities and Exchange Commission (the “SEC”) by April 3, 2023. b. Purchase of Mida Biotech BV In connection with the acquisition of Mida, the Company issued 29,940 c. Warrants A summary of the Company’s warrants granted to investors and as finder’s fees as of December 31, 2022, and December 31, 2021 and changes for the periods then ended is presented below: SCHEDULE OF WARRANTS ACTIVITY December 31, 2022 2021 Number of Warrants Weighted Average Exercise Price $ Number of Warrants Weighted Average Exercise Price $ Warrants beginning of the period 3,042,521 6.09 7,070,241 6.20 Changes during the period: Issued 2,978,575 3.16 926,413 6.24 Exercised - - (319,811 ) 6.19 Expired (639,636 ) 6.58 (4,634,323 ) 6.29 Warrants outstanding and exercisable at end of the period* 5,381,460 4.41 3,042,521 6.09 Amendment, Consent and Waiver Agreement In October and November 2022, the Company and certain investors that were parties to the Securities Purchase Agreement of March 2022 (the “SPA”) and the Registration Rights Agreement of March, 2022 (the “RRA”) (see note 5(a)), entered into an Amendment, Consent and Waiver Agreement (the “RRA Amendment”). Pursuant to the RRA Amendment, the Company and the investors agreed to an extension of the date for filing the Registration Statement to register the Registrable Securities (as defined in the RRA) to April 3, 2023 and the effective date of such Registration Statement as provided for in the RRA Amendment; and (to) waive any potential damages or claims under the RRA with respect to the Company’s obligations under the RRA or SPA and release the Company therefrom. In consideration for such consent, agreement, waiver and release, the Company agreed to issue additional warrants to purchase an aggregate of 215,502 2.50 As of December 31, 2022 and December 31, 2021, there are no warrants that are subject to exercise price adjustments. d. 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. SCHEDULE OF STOCK REPURCHASE PLAN Total Number of Shares Average Price Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs January 2021 2,306 $ 4.45 $ 10,255 April 2021 8,850 4.49 39,730 May 2021 195,625 4.34 848,234 November 2021 24,477 4.32 105,806 231,258 $ 4.34 $ 1,004,025 e. Controlled Equity Offering Sales Agreement In December 2018, the Company entered into a Controlled Equity Offering Sales Agreement, or Sales Agreement, with Cantor Fitzgerald & Co., or Cantor, pursuant to which the Company may offer and sell, from time to time through Cantor, shares of its common stock having an aggregate offering price of up to $ 25.0 3.0 |
PROPERTY, PLANTS AND EQUIPMENT
PROPERTY, PLANTS AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANTS AND EQUIPMENT | NOTE 7 – PROPERTY, PLANTS AND EQUIPMENT The following table represents the components of property, plants and equipment: SCHEDULE OF COMPONENTS OF PROPERTY, PLANT AND EQUIPMENT 2022 2021 December 31, 2022 2021 (in thousands) Cost: Production facility $ 3,944 $ 4,040 Office furniture and computers 589 555 Lab equipment 4,811 2,435 Advance payment 17,442 6,181 Subtotal 26,786 13,211 Less – accumulated depreciation (3,952 ) (2,940 ) Total $ 22,834 $ 10,271 Depreciation expense for the years ended December 31, 2022 and December 31, 2021 were $ 1,067 916 Property, plants and equipment, net by geographical location were as follows: SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT BY GEOGRAPHICAL AXIS 2022 2021 December 31, 2022 2021 (in thousands) Belgium $ 1,095 $ 1,149 Greece 858 - Netherlands 380 - Korea 466 694 Israel 2,284 2,602 U.S. 17,751 5,826 Total $ 22,834 $ 10,271 Property, plants and equipment, net $ 22,834 $ 10,271 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS AND GOODWILL | NOTE 8 – INTANGIBLE ASSETS AND GOODWILL Changes in the carrying amount of the Company’s goodwill for the years ended December 31, 2022 and 2021 are as follows: SCHEDULE OF GOODWILL (in thousands) Goodwill as of December 31, 2020 $ 8,745 Translation differences (342 ) Goodwill as of December 31, 2021 $ 8,403 Translation differences (216 ) Goodwill as of December 31, 2022 $ 8,187 Goodwill impairment assessment for the year ended December 31, 2022 In the fourth quarter of 2022, following the separation of the Company’s business into two operating segments, the Company reallocated goodwill to its newly reorganized reporting units (Morgenesis and Therapies) using a relative fair value approach. As a result, the carrying amount of goodwill assigned to the Morgenesis segment reporting unit was $ 7 1 In evaluating the fair value of reporting units under the income approach, the Company used a discounted cash flow model. Key assumptions used to determine the estimated fair value included: (a) internal cash flows forecasts for 5 years following the assessment date, including expected revenue growth, costs to produce, operating profit margins and estimated capital needs; (b) an estimated terminal value using a terminal year long-term future growth determined based on the growth prospects of the reporting units; and (c) a discount rate which reflects the weighted average cost of capital adjusted for the relevant risk associated with the Company’s reporting unit operations and the uncertainty inherent in the Company’s internally developed forecasts. Actual results may differ from those assumed in the Company’s valuation method. It is reasonably possible that the Company’s assumptions described above could change in future periods. If any of these were to vary materially from the Company’s plans, it may record impairment of goodwill allocated to any of these reporting units in the future. Other Intangible Assets Other intangible assets consisted of the following: SCHEDULE OF OTHER INTANGIBLE ASSETS 2022 2021 December 31, 2022 2021 (in thousands) Gross Carrying Amount: Know How $ 2,735 $ 2,904 Customer relationships 345 811 Kyslecel Technology 9,340 9,340 IPR&D - 641 Subtotal 12,420 13,696 Less – Accumulated amortization (2,726 ) (1,875 ) Net carrying amount of other intangible assets $ 9,694 $ 11,821 Intangible assets amortization expenses were approximately $ 911 thousand and $ 948 thousand for the years ended December 31, 2022 and December 31, 2021, respectively. Following an annual impairment check, the Company determined that certain IPR&D and customer relationships intangible assets were no longer relevant. Therefore the Company wrote off IPR&D intangible assets in the amount of $641 thousand and customer relationship intangible assets in the amount of $420 thousand in the year ended December 31, 2022. Estimated aggregate amortization expenses for the five succeeding years ending on December 31 st SCHEDULE OF ESTIMATED AGGREGATE AMORTIZATION EXPENSES 2023 2024 to 2027 (in thousands) Amortization expenses $ 840 $ 3,362 |
CONVERTIBLE LOANS
CONVERTIBLE LOANS | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE LOANS | NOTE 9 – CONVERTIBLE LOANS SCHEDULE OF LONG TERM CONVERTIBLE NOTES a. Long-Term Convertible Loans Long-term convertible loans outstanding as of December 31, 2022 and December 31, 2021 are as follows: Convertible Loans Outstanding as of December 31, 2022 Principal Issuance Interest Maturity Exercise Amount Year Rate Period Price NOTE BCF (in thousands) (Years) $ 750 2018 2 % 5 7.00 (1)+(5) - 6,600 2019 6 8 % 3 5 7.00 (2)+(5) - 100 2020 8 % 3 7.00 (3) - 9,150 2022 6 10 % 1 2 2.5 4.5 (4,5+6) - $ 16,600 During January 2023 the Company and investors representing $ 12,250 January 31, 2026 10 2.50 Convertible Loans Outstanding as of December 31, 2021 $ 750 * 2018 2 % 5 7.00 (1)+(5) 39 8,750 * 2019 6 8 % 3 5 7.00 (2)+(5) - 250 * 2020 8 % 3 7.00 (3) - $ 9,750 * Extended Convertible Loans repaid during the year ended December 31, 2022 Principal Amount Issuance Year Interest Rate Maturity Period Exercise Price BCF 150 2019 8 % 2.5 $ 7 - 50 2019 6 % 3 7 - 150 2020 8 % 2.5 7 - 1,950 2019 6 8 % 3 4.5 7 - 2,300 Convertible Loans repaid during the year ended December 31, 2021 Principal Amount Issuance Year Interest Rate Maturity Period Exercise Price BCF 750 2019 8 % 3 $ 7 31 250 2018 2 % 2 7 - 1,000 Apart from the items mentioned below there were no repayments of convertible loans during the years ended December 31, 2022 and December 31, 2021. In addition, except for the Metalmark Morgenesis loan conversion mentioned below there were no other conversions during the years ended December 31, 2022 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 115,918 115,918 three 115,918 7 (2) The holders, at their option, may convert the outstanding principal amount and accrued interest under this note into a total of 1,069,602 1,011,781 three 1,011,781 7 1,600 (3) The holders, at their option, may convert the outstanding principal amount and accrued interest under this note into a total of 17,711 7 (4) The holders, at their option, may convert the outstanding principal amount and accrued interest under this note into a total of 3,678,575 2.5 4.5 (5) During the year ended December 31, 2021, the Company and certain convertible loan holders (including certain credit line investors, see note 9 (b)) agreed to extend the maturity date on loans due during the fourth quarter of 2021 to June 30, 2023. The loan repayment extension included the loan holders’ right to request that the Company repay them on November 21, 2022 (the “Early Redemption Option”). In consideration for the extension, including for the credit line investors, warrants to purchase 926,413 6.24 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 % - (6) During April and May 2022, the Company entered into three convertible loan agreements (the “Convertible Loan Agreements”) with three non-U.S. investors (the “Lenders”), pursuant to which the Lenders loaned the Company an aggregate of $ 9.15 million (the “Loan Amount”). Interest is calculated at 6 % per annum (based on a 365-day year) and is payable, along with the principal, during or before the third quarter of 2023. At any time prior to or on the maturity date, the Lenders may provide the Company with written notice to convert all or part of the loans into shares of Common Stock at a conversion price equal to $ 4.50 per share (subject to adjustment for certain capital events, such as stock splits) (the “Conversion Price”). In connection with such loans, we issued to the Lenders warrants representing the right to purchase an aggregate of 408,335 shares of Common Stock (which is 25 % of the shares of the Company’s Common Stock into which the loans are initially convertible at the Conversion Price), at an exercise price per share of $ 4.50 per share. Such warrants are exercisable at any time beginning six months and one day after the closing date and ending 36 months after such closing date. On October 23, 2022, the Company entered into a Convertible Loan Extension Agreement with one of the Lenders, which amended the respective Lender’s Convertible Loan Agreement for the $ 5,000,000 6 10 1,111,111 2.50 2.50 4.50 In addition, on October 23, 2022, the Company entered into a Convertible Loan Extension Agreement with one of the Lenders, which amended the respective Lender’s Convertible Loan Agreement for the $ 3,000,000 6 10 666,666 2.50 2.50 4.50 459 b. Private Placements During May 2019, the Company entered into a private placement subscription agreement with an investor for $ 5 7.00 7.00 In June 2019, the Company entered into private placement subscription agreements with lenders for an aggregate unsecured convertible note in the aggregate principal amount of $ 2 During 2019, the Company entered into a Private Placement Subscription Agreement and Convertible Credit Line Agreement (collectively, the “Credit Line Agreements”) with certain non-U.S. investors (the “Lenders”), pursuant to which the Lenders furnished to the Company access to an aggregate $ 5.0 8 0.0001 7.00 During the years ended December 2020, December 2021, and December 2022 the Company repaid principal amounts of $ 1,400 750 150 31 124 29 In 2019, the Company entered into private placement subscription agreements with investors for an aggregate amount of $ 250 7.00 183,481 7.00 124 During the year ended December 2022, the Company repaid a principal amount of $ 150 29 In 2020, the Company entered into private placement subscription agreements with certain investors for an aggregate amount of $ 250 7.00 151,428 7.00 150 29 c. Unsecured Convertible Notes 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 d. Senior Secured Convertible Loan Agreement In August 2022, Morgenesis entered into a senior secured convertible loan agreement (the “Agreement”) with MM (“Lender”) pursuant to which the Lender agreed to loan Morgenesis $ 10 8.0 March 29, 2023 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
LEASES | NOTE 10 – 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 under operating lease agreements. The leasing contracts are for a period of 3 10 Research and Development facilities The Company leases space for its research and development facilities under operating lease agreements. The leasing contracts are for a period of 2 5 Offices The Company leases space for offices 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 2022 2021 December 31, 2022 2021 Assets Operating Leases Operating lease right-of-use assets $ 2,304 $ 1,015 Finance Leases Property, plants and equipment, gross 222 91 Accumulated depreciation (68 ) (33 ) Property and equipment, net $ 154 $ 58 Liabilities Current liabilities Current maturities of operating leases $ 542 $ 481 Current maturities of long-term finance leases $ 60 $ 18 Long-term liabilities Non-current operating leases $ 1,728 $ 561 Long-term finance leases $ 95 $ 41 Weighted Average Remaining Lease Term Operating leases 4.7 2.3 Finance leases 2.4 3.2 Weighted Average Discount Rate Operating leases 8.0 % 6.9 % Finance leases 6.4 % 2.0 % Lease Costs The table below presents certain information related to lease costs and finance and operating leases: SCHEDULE OF LEASE COSTS 2022 2021 Years ended December 31, 2022 2021 Operating lease cost: $ 546 514 Finance lease cost: Amortization of leased assets 43 20 Interest on lease liabilities 7 1 Total finance lease cost $ 50 21 The table below presents supplemental cash flow information related to lease: SCHEDULE OF SUPPLEMENTAL CASHFLOW INFORMATION Years ended December 31, 2022 2021 (in Thousands) Cash paid for amounts included in the measurement of leases liabilities: Operating leases $ 559 $ 526 Finance leases $ 43 $ 20 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 432 $ - Finance leases 136 - 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, 2023 $ 681 $ 69 2024 539 69 2025 367 30 2026 213 - 2027 213 - Thereafter 960 - Total minimum lease payments 2,973 168 Less: amount of lease payments representing interest (703 ) (13 ) Present value of future minimum lease payments 2,270 155 Less: Current leases obligations (542 ) (60 ) Long-term leases obligations $ 1,728 $ 95 Operating lease right-of-use assets by geographical location were as follows: SCHEDULE OF RIGHT-OF-USE ASSETS BY GEOGRAPHICAL LOCATION December 31, 2022 2021 (in thousands) Greece $ 1,368 $ - Korea 218 432 Israel 580 365 U.S. 138 218 Total $ 2,304 $ 1,015 |
COMMITMENTS AND LICENSE AGREEME
COMMITMENTS AND LICENSE AGREEMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND LICENSE AGREEMENTS | NOTE 11 – COMMITMENTS AND LICENSE AGREEMENTS See Note 12 for additional commitments related to Collaborations. 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, 2022, 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 1.2 167 243 (2) In April 2016, the Belgian Subsidiary received the formal approval from DGO6 for a Euro 1.3 1.5 55 717 800 438 537 438 537 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 In December 2020, the Belgian Subsidiary received the formal approval from DGO6 for a Euro 2.9 3.5 60 1.7 2.1 301 366 392 445 247 262 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 2.5 597 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, 2022, OBI had received a total amount of $ 425 5 f. 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, 2022 no royalty incurring sales were made. In January 2022, the Company terminated both of the licensing agreements with BGN effective April 26, 2022. g. Sponsored Research and Exclusive License Agreement with Columbia University Effective April 2, 2019, the Company and The Trustees of Columbia University in the City of New York, a New York corporation, (“Columbia”) entered into a Sponsored Research Agreement (the “SRA”) whereby the Company will provide financial support for studying the utility of serological tumor marker for tumor dynamics monitoring. Effective April 2, 2019, the Company and Columbia entered into an Exclusive License Agreement (the “Columbia License Agreement”) whereby Columbia granted to the Company an exclusive license to discover, develop, manufacture, sell, and otherwise distribute certain product in the field of cancer therapy. In consideration of the licenses granted under the Columbia License Agreement, the Company shall pay to Columbia (i) a royalty of 5 2.5 100 h. 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 i. 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 j. Tissue Genesis LLC Included in the Koligo acquisition of 2020 were the assets of Tissue Genesis LLC. The Company is committed to paying the previous owners of Tissue Genesis LLC or their assignees up to $ 500 4 k. 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 l. Neuro-Immunotherapy Exclusive License Agreement During the year ended 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 m. Savicell During 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 n. Stromatis Pharma During 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 o. Helmholtz Zentrum München Deutsches Forschungszentrum für Gesundheit und Umwelt (GmbH)) (“HMGU”)- During 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. In addition, payments will be due by the Company upon certain milestones. The agreement also includes payment of royalties of between 3 4 200,000 5 10 18 p. License and research agreement with Yeda Research and Development Company Limited On January 25, 2022, the Company and Yeda Research and Development Company Limited (“Yeda”), an Israeli company, entered into a license and research agreement. Pursuant to the agreement, Yeda granted to the Company an exclusive, worldwide royalty bearing license to certain licensed information and the licensed patents, for the development, manufacture, use, offer for sale, sale and import of products in the field of tumor-infiltrating lymphocytes (TIL) and Chimeric antigen receptor (CAR) T cell immunotherapy platforms (excluding CAR-Cytokine Induced Killer cell immunotherapy). The Company undertook 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: 1. A non-refundable annual license fee of $ 10 2. Royalties of up to 2 3. 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 achievement of the dosing of a first patient in a Phase I Clinical Trial 4. Milestone Events payments: a. $ 50 b. $ 500 c. $ 350 d. $ 250 5. Patent fees already incurred by Yeda in connection with the Licensed Patents and all future costs and fees relating to the filing, prosecution, and maintenance of the Licensed Patents; and 6. Research related expenses based on a budget to be agreed upon. As of December 31, 2022, the Company recognized $ 120 q. European Innovation Council and SMEs Executive Agency (“EISMEA”) During the year ended December 31, 2022, the Dutch Subsidiary, together with a consortium of other entities (“Consortium”) and EISMEA entered into a grant funding agreement for the funding of the development of an artificial intelligence guided microfluidic device that standardizes the GMP production of autologous induced pluripotent stem cells (iSPSCs) at greatly reduced costs (“iPSC project”). The total grant amount is Euro 3.999 1.179 1.1920 1.338 582 609 73 |
COLLABORATIONS
COLLABORATIONS | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COLLABORATIONS | NOTE 12 – 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. 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 1,976 5 260 324 10 c. 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. During 2022, 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 joint venture 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 or an assignee will hold between 49 51 2. The JV 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 or assignee is entitled to appoint 1 member, the partner is entitled to appoint 1 member, and Company or assignee and partner will jointly appoint the third member. 4. The Company has the right to exercise a call option to acquire the JV 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 or its assignee’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 or its assignee’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 or assignee has engaged the partner or the JVE to provide the Company or assignee with, in support of Company’s or its assignee’s activity. All results of these procured services shall be owned by Company or its assignee, as relevant. 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 defined territory. Each party shall receive royalties in an amount of ten percent ( 10 8. Once the JVE is profitable, under certain circumstances, 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, 2022. Name of party (and country of origin) Territory Notes Theracell Advanced Biotechnology SA (Greece) and / or its related parties European Union, Israel, Australia (1) (5) & (11) Broaden Bioscience and Technology Corp (USA) Certain projects in China and the Middle East (5) & (11) Mircod LLC (US) Russia (No POCare activities have taken place to date) (2) Image Securities FZC (UAE) India and European Union (3) (5) & (11) Cure Therapeutics (Korea) South Korea, Australia and Japan (5) & (11) Kidney Cure Ltd (Israel) N / A (4) Educell D.O.O (Slovenia) Croatia, Serbia and Slovenia (6) Med Centre for Gene and Cell Therapy FZ-LLC (UAE) European Union and United Arab Emirates (5) & (11) First Choice International Company, Inc (USA) Panama and certain other Latin American countries (7) SBH Sciences Inc (USA) N / A (8) Revitas SA (Belgium) N / A (9) Deep Med IO Ltd. (UK) N / A (10) (1) The Theracell JVE was incorporated in Greece under the name of Theracell Laboratories Private Company (“Theracell Laboratories”). (See Note 13). In November 2021, the Company loaned approximately $ 800 4,132 3 8 (2) Under the Mircod JVA, provisos 7 and 8 do not apply. According to the Mircod JVA, 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 1,640 435 (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 2.7 (4) The Kidney Cure JVE was incorporated in Switzerland under the name of Butterfly Biosciences Sarl (“BB”) (See Note 13). The Company recorded the expenses paid to BB as research and development expenses under ASC 730. During the year ended December 31, 2022, development activities continued. (5) During December 2022 the Company and the relevant joint venture partners agreed to replace the relevant JVAs to reflect updated partners’ responsibilities and amend certain terms relating to future licence agreements and conversion mechanisms. In addition, it was agreed that Proviso 8 will be removed from these JVAs. (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) 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 such party’s products in the defined territory, subject to minimum sales obligations. In consideration of such license, the Panama JV shall pay the relevant party royalties at the rate of 15 (8) Pursuant to the SBH JVA the parties will collaborate in the field of gene and cell therapy development, process and services of bio-exosome therapy products and services in the areas of diabetes, liver cells and skin applications, including wound healing. 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 2022. (9) The Revitas JVE was incorporated in Belgium under the name of RevaCel Srl during 2021 (See Note 13). The Company holds 51 49 2 8 (10) 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. The Company has the right to finance its activities under the Deep Med JVA by procuring services, advancing funds under a convertible loan agreement, or by an equity investment. The Deep Med convertible loan bears interest at the annual rate of 6 5 1.9 (11) In January 2023, the Company assigned certain rights and obligations under the JVAs to Texas Advanced Therapies LLC, a Delaware Limited Liability company (“Texas AT”) not related to the Company. Texas AT will receive the Company’s option to require the incorporation of the JV Entity, Company’s share in the JV Entity if and when the latter are incorporated, an option to invest additional funding in the JV Entity, and board and veto rights on certain critical decisions in the JV Entity. The Company has retained the call option to acquire the JV partner’s share in the JVE, to receive a royalty and a right to conclude the Manufacturing and Service Agreement with the JV entity. Proviso 8 has been removed from these JVAs. The Company has no obligation to provide any additional funding to the JV entities. |
INVESTMENTS AND LOANS TO ASSOCI
INVESTMENTS AND LOANS TO ASSOCIATES, NET | 12 Months Ended |
Dec. 31, 2022 | |
Investments in and Advances to Affiliates [Abstract] | |
INVESTMENTS AND LOANS TO ASSOCIATES, NET | NOTE 13 – INVESTMENTS AND LOANS TO ASSOCIATES, NET a. Theracell Laboratories Private Company (“Theracell Laboratories” or “TLABS”) During 2020, the Company and Theracell, pursuant to the Greek JVA (See Note 12) incorporated the Greek JVA entity known as TLABS. The Theracell Project activities are run through TLABS. The Company and Theracell each hold a 50 Business combination 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: SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED (in thousands) Total assets: Cash and cash equivalents $ 147 Prepaid expenses and other receivables 133 Orgenesis Accounts Receivable 241 Other long-term assets 281 Property, plants and equipment, net 858 Investments in associates, net 19 Operating lease right-of-use assets 1,368 Advanced payment for Accounts payable 366 Total assets 3,413 Total liabilities: Operating leases 1,368 Orgenesis loan 4,567 Other payable 184 Total liabilities 6,119 Total Net Liabilities $ 2,706 Non-controlling interests (50%) 1 ,353 Total Net Liabilities (50%) 1,353 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 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 2 8 The table below sets forth a summary of the changes in the investments and loans for the years ended December 31, 2022 and December 31, 2021: SCHEDULE OF CHANGES IN INVESTMENTS AND LOAN December 31, 2022 2021 (in thousands) Opening balance $ 584 $ 175 Investments during the period - 260 Loan to granted associates 4,131 441 Business Combinations (3,156 ) - Interest from loans to associates 161 2 Share in net loss of associated companies (1,508 ) (272 ) Exchange rate differences (77 ) (22 ) Total $ 135 $ 584 |
INCOME (LOSS) PER SHARE
INCOME (LOSS) PER SHARE | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
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 Years ended December 31, 2022 2021 (in thousands, except per share data) Basic and diluted: Net loss attributable to Orgenesis Inc. $ 14,889 $ 18,053 Weighted average number of common shares outstanding 25,096,284 24,273,658 Net loss per share $ 0.59 $ 0.74 For the year ended December 31, 2022, and December 31, 2021, 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 6,753,539 3,097,691 5,919,739 1,518,397 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2022 | |
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 3,023,518 450,164 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 1,415,008 161,974 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, 2022, and December 31, 2021: 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, 2022 440,250 $ 2 2.01 Quarterly over a period of two years $ 559 10 Directors December 31, 2022 84,650 1.86 On the one-year anniversary $ 100 10 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 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, 2022 2021 Value of one common share $ 1.86 2.01 $ 2.89 5.12 Dividend yield 0 % 0 % Expected stock price volatility 70 71 % 71 77 % Risk free interest rate 3.61 3.85 % 0.96 1.34 % Expected term (years) 5.5 5.56 5.5 5.56 A summary of the Company’s stock options granted to employees and directors as of December 31, 2022 and December 31, 2021 is presented below: SCHEDULE OF STOCK OPTIONS ACTIVITY Years Ended December 31 2022 2021 Number of Options Weighted Average Exercise Price $ Number of Options Weighted Average Exercise Price $ Options outstanding at the beginning of the period 3,210,005 4.05 2,917,667 4.05 Changes during the period: Granted 524,900 1.98 361,650 4.19 Exercised* (510,017 ) 0.01 (13,750 ) 4.63 Expired (125,426 ) 8.8 (20,813 ) 5.67 Forfeited (63,997 ) 4.13 (34,749 ) 4.67 Cancelled - - - - Options outstanding at end of the period 3,035,465 4.17 3,210,005 4.05 Options exercisable at end of the period 2,565,919 4.51 2,777,563 4.00 * During the year ended December 31, 2022, the Company received $ 6 510,017 0.012 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, 2022 (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 1.64 449 230,189 - 1.86 84,650 9.99 7 - - 2.89 84,650 8.96 - 84,650 245 2 357,252 9.42 - 90,440 181 2.01 72,500 9.96 - - - 2.96 53,125 8.62 - 53,125 157 2.99 429,950 7.17 - 429,950 1,286 3.14 2,500 6.91 - 2,500 8 4.42 50,000 4.93 - 50,000 221 4.5 32,500 6.47 - 32,500 146 4.6 157,488 7.20 - 157,488 724 4.7 6,250 7.03 - 4,167 20 4.8 483,337 3.94 - 483,337 2,320 5.02 58,563 7.40 - 40,188 202 5.07 51,000 6.03 - 51,000 259 5.1 57,375 6.04 - 57,375 293 5.12 109,250 7.81 - 84,125 431 5.99 317,050 5.81 - 317,049 1,898 6 16,667 1.59 - 16,667 100 6.84 12,000 7.38 - 12,000 82 7.2 83,334 4.43 - 83,334 600 8.36 250,001 5.50 - 250,001 2,090 8.91 15,000 5.46 - 15,000 134 9 20,834 0.54 - 20,834 187 3,035,465 6.23 456 2,565,919 11,584 Costs incurred with respect to stock-based compensation for employees and directors for the years ended December 31, 2022 and December 31, 2021 were $ 917 1,349 670 2 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, 2022 and December 31, 2021: SCHEDULE OF STOCK OPTIONS GRANTED TO CONSULTANTS Year of grant No. of options Exercise price Vesting period Fair value at grant (in thousands) Expiration Non-employees 2022 28,335 $ 2 Quarterly over a period of two $ 48 10 Non-employees 2021 7,500 $ 2.96 Quarterly over a period of two $ 22 10 The fair value of options granted during 2022 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, 2022 2021 Value of one common share $ 2 $ 2.96 Dividend yield 0 % 0 % Expected stock price volatility 84 % 145 % Risk free interest rate 3.6 3.61 % 1.47 % Expected term (years) 10 10 A summary of the Company’s stock options granted to consultants and service providers as of December 31, 2022, and December 31, 2021 is presented below: SCHEDULE OF STOCK OPTIONS ACTIVITY Years Ended December 31, 2022 2021 Number of Options Weighted Average Exercise Price $ Number of Options Weighted Average Exercise Price $ Options outstanding at the 547,691 5.89 549,141 5.89 Changes during the year: Granted 28,335 2.00 7,500 2.96 Expired (58,851 ) 12.85 - - Forfeited - - (8,950 ) 3.88 Cancelled - - - - Options outstanding at end of the year 517,175 4.88 547,691 5.89 Options exercisable at end of the year 453,005 5.11 467,689 6.20 The following table presents summary information concerning the options granted and exercisable to consultants and service providers outstanding as of December 31, 2022 (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 28,335 9.46 - - - 2.96 7,500 8.96 - - - 2.99 35,000 7.22 - 35,000 105 3.36 136,775 3.32 - 136,775 459 4.09 25,000 6.76 - 25,000 102 4.42 5,125 4.93 - 5,125 23 4.5 13,335 6.53 - 5,000 23 4.6 20,000 7.96 - 4,000 18 4.8 16,668 3.94 - 16,668 80 5.07 5,000 6.19 - 1,000 5 5.3 15,000 5.70 - 15,000 80 5.99 16,670 5.81 - 16,670 100 6 90,000 1.59 - 90,000 540 6.84 7,500 7.38 - 7,500 51 7 70,000 6.83 - 70,000 490 8.34 8,600 5.52 - 8,600 72 8.43 8,333 5.05 - 8,333 70 11.52 8,334 0.26 - 8,334 96 517,175 4.89 - 453,005 2,314 Costs incurred with respect to options granted to consultants and service providers for the years ended December 31, 2022 and December 31, 2021 were $ 64 122 115 3.03 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. During the twelve months ended December 31, 2021, the Company issued 25,000 |
TAXES
TAXES | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022, the Company has an accumulated tax loss carryforward of approximately $ 22 29 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, NOLs arising in tax years ending after December 31, 2017 can be carried forward indefinitely, but carryback is generally prohibited. NOLs generated in tax years beginning before January 1, 2018 will not be subject to the taxable income limitation, and NOLs generated in tax years ending before January 1, 2018 will continue to have a two-year carryback and twenty-year carryforward period. Deferred tax assets for NOLs will need to be measured at the applicable tax rate in effect when the NOL is expected to be utilized. The changes in the carryforward/carryback periods as well as the new limitation on use of NOLs may significantly impact the Company’s valuation allowance assessments for NOLs generated after December 31, 2017. 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. b. Corporate taxation in Israel The Israeli Subsidiaries are taxed in accordance with Israeli tax laws. The corporate tax rate applicable to 2022 and 2021 are 23% As of December 31, 2022, the Israeli Subsidiaries has an accumulated tax loss carryforward of approximately $ 10 11 c. Corporate taxation in Belgium The Belgian Subsidiaries are taxed according to Belgian tax laws. The corporate tax rates applicable to 2022, 2021 are 25% As of December 31, 2022, the Belgian Subsidiary has an accumulated tax loss carryforward of approximately $ 7 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, 2022, the Korean subsidiary has an accumulated tax loss carryforward of approximately $ 3 4,404 3 15 years e. Deferred Taxes The following table presents summary of information concerning the Company’s deferred taxes as of the years ending December 31, 2021 and December 31, 2021: SCHEDULE OF DEFERRED TAX ASSETS 2022 2021 December 31, 2022 2021 (U.S. dollars in thousands) Deferred tax assets (liabilities), net: Net operating loss carry forwards $ 10,387 $ 11,451 Research and development expenses 1,893 1,273 Equity compensation 1,616 2,631 Employee benefits 191 197 Property, plants and equipment (55 ) (206 ) Leases asset 191 186 Lease liability (132 ) (134 ) Loans 50 26 Partnership Investment 2,582 - Intangible assets (2,252 ) (2,738 ) Other 385 119 Deferred tax assets gross 14,856 12,805 Valuation allowance (14,753 ) (12,805 ) Net deferred tax liabilities $ 103 $ - 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 OBI Subsidiary have recorded full valuation allowance. The changes in valuation allowance are comprised as follows: SCHEDULE OF VALUATION ALLOWANCE ACTIVITY December 31, 2022 2021 (U.S dollars in thousands) Balance at the beginning of year $ (12,805 ) $ (11,932 ) Change during the year (1,948 ) (873 ) Balance at end of year $ (14,753 ) $ (12,805 ) 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, 2022, the Company has not accrued a provision for uncertain tax positions. |
REVENUES
REVENUES | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 2021 (in thousands) Revenue stream: POCare development services $ 14,894 $ 32,192 Cell process development services and hospital services 11,212 3,310 POCare cell processing 9,919 - Total $ 36,025 $ 35,502 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, 2022 2021 (in thousands) Revenue earned: Customer A (Greece) 8,936 4,693 Customer B (United States) 8,316 6,491 Customer C (United Arab Emirates) 5,271 6,969 Customer D (Korea) 3,873 7,703 Contract Assets and Liabilities Contract assets are mainly comprised of accounts receivable net of allowance for doubtful debts, which includes amounts billed and currently due from customers. The activity for accounts receivable is comprised of: SCHEDULE OF ACTIVITY FOR TRADE RECEIVABLES Years Ended December 31, 2022 2021 (in thousands) Balance as of beginning of period $ 15,245 $ 3,085 Business combination TLABS (1,339 ) - Additions 35,103 34,570 Collections (12,728 ) (22,333 ) Exchange rate differences (98 ) (77 ) Ceased to be a related party (2,186 ) - Balance as of end of period $ 36,183 $ 15,245 The activity of the related party included in the accounts receivable activity above is comprised of: Years Ended December 31, 2022 2021 (in thousands) Balance as of beginning of period $ 1,972 $ 744 Additions 1,284 3,856 Collections (1,070 ) (2,628 ) Ceased to be a related party (2,186 ) - Balance as of end of period $ - $ 1,972 The activity for contract liabilities is comprised of: SCHEDULE OF ACTIVITY FOR CONTRACT LIABILITIES Years Ended December 31, 2022 2021 (in thousands) Balance as of beginning of period $ 59 $ 59 Additions 11 - Balance as of end of period $ 70 $ 59 |
COST OF REVENUES, DEVELOPMENT S
COST OF REVENUES, DEVELOPMENT SERVICES AND RESEARCH AND DEVELOPMENT EXPENSES | 12 Months Ended |
Dec. 31, 2022 | |
Research and Development [Abstract] | |
COST OF REVENUES, DEVELOPMENT SERVICES AND RESEARCH AND DEVELOPMENT EXPENSES | NOTE 18 – COST OF REVENUES, DEVELOPMENT SERVICES AND RESEARCH AND DEVELOPMENT EXPENSES SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSES 2022 2021 Years Ended December 31, 2022 2021 (in thousands) Salaries and related expenses $ 11,206 $ 10,977 Stock-based compensation 616 729 Subcontracting, professional and consulting services 5,655 12,796 Lab expenses 2,685 3,513 Depreciation expenses, net 1,017 874 Other research and development expenses 6,010 7,755 Less grant (123 ) - Total $ 27,066 $ 36,644 |
FINANCIAL EXPENSES, NET
FINANCIAL EXPENSES, NET | 12 Months Ended |
Dec. 31, 2022 | |
FINANCIAL EXPENSES, NET | NOTE 19 – FINANCIAL EXPENSES, NET SCHEDULE OF FINANCIAL EXPENSES 2022 2021 Years Ended December 31, 2022 2021 (in thousands) Interest expense on convertible loans $ 1,824 $ 943 Foreign exchange loss, net 145 574 Other expense (income) 2 (225 ) Total $ 1,971 $ 1,292 |
RELATED PARTIES TRANSACTIONS
RELATED PARTIES TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 2021 (in thousands) Stock-based compensation expenses to executive officers $ 111 $ 247 Stock-based compensation expenses to Board Members $ 152 $ 265 Compensation of executive officers $ 669 $ 4,422 Management and consulting fees to Board Members $ 380 $ 380 Revenues from customer $ 1,284 $ 3,856 Financial income $ 126 $ 64 b. Related Parties presented in the consolidated balance sheets SCHEDULE OF RELATED PARTIES PRESENTED IN CONSOLIDATED BALANCE SHEETS December 31, 2022 2021 (in thousands) Executive officers’ payables $ 80 $ 51 Non-executive directors’ payable $ 558 $ 178 Loan to Related Party $ - $ 3,064 Accounts receivable, net $ - $ 1,972 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 21 – SUBSEQUENT EVENTS a) Convertible loan agreements On January 10, 2023 (the “Effective Date”), the “Company” entered into the following agreements: (i) a convertible loan agreement (the “NewTech Convertible Loan Agreement”) with NewTech Investment Holdings, LLC (the “NewTech Lender”), pursuant to which the NewTech Lender loaned the Company $ 4,000,000 1,000,000 The terms of the NewTech Convertible Loan Agreement and the Malik Loan Agreement are identical. Interest is calculated at 8% the Outstanding Amount (as defined herein) will be calculated at 15.0% per annum. The Loan Amount and all accrued but unpaid interest thereon (collectively, the “Outstanding Amount”) shall either (i) be repaid in cash or (ii) convert to shares of common stock, par value $ 0.0001 At any time prior to or on the Maturity Date, any Lender may provide the Company with written notice to convert all or part of the Outstanding Amount into shares of the Company’s Common Stock equal to the quotient obtained by dividing (x) the Outstanding Amount by (y) a price equal to $ 2.464 Under the terms of the Convertible Loan Agreements, the Company will use the proceeds from the Loan Amount to (i) redeem the loan amount referred to in note 9 (a) between the Company and the lender, and (ii) for general corporate purposes. The entire loan amount and accrued interest was repaid in January 2023. The Company also agreed to issue the NewTech Lender warrants representing the right to purchase 405,844 2.50 101,461 2.50 b) Securities Purchase Agreement and Warrants On February 23, 2023, the Company entered into a securities purchase agreement with certain institutional and accredited investors relating to the issuance and sale of 1,947,368 0.0001 973,684 1.90 3.7 7% |
LEGAL PROCEEDINGS
LEGAL PROCEEDINGS | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
LEGAL PROCEEDINGS | NOTE 22 – LEGAL PROCEEDINGS On January 18, 2022, a complaint (the “Complaint”) was filed in the Tel Aviv District Court (the “Court”) against the Company, the Israeli Subsidiary, Orgenesis Ltd., Prof. Sarah Ferber, Vered Caplan and Dr. Efrat Assa 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 product, service or process that contains 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. Except as described above, the Company is not involved in any pending material legal proceedings. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
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 the Company’s 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, the Company evaluates its estimates, judgments and methodologies. The Company bases its estimates on historical experience and on various other assumptions that it believes 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 the Company’s 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. The Company examined the impact of COVID-19 on the Company’s 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 fair value of consideration transferred in a business combination to the assets acquired, liabilities assumed, and non-controlling interests in the acquired business based on their fair values at the acquisition date. All assets and liabilities are recognized in 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 excess of the fair value of the consideration transferred plus the fair value of any non-controlling interest in the acquiree over the fair value of the assets acquired, liabilities assumed in the acquired business is recorded as goodwill. 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 cumulative impact of revisions during the measurement period is recognized in the reporting period in which the revisions are identified. 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. |
Cash Equivalents | c. 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 revenues, development services and research and development expenses | d. Cost of revenues, development services and research and development expenses Cost of revenues, development services and research and development expenses 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 | e. 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 | f. 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. |
Fair value measurement | g. Fair value measurement The Company measures fair value and discloses fair value measurements for financial assets and liabilities. Fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The accounting standard establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. Level 2: Observable inputs that are based on inputs not quoted on active markets, but corroborated by market data. Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and considers counterparty credit risk in its assessment of fair value. |
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, plants and Equipment | j. Property, plants and Equipment Property, plants 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 3 10 Laboratory equipment 1 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 Metalmark Investment, the Company conducted an analysis of its operations, which led to changes in the Company’s identified reporting units, operating and reporting segments. As a result of the analysis, two operating units were identified: Morgenesis and Therapies. As a result, the Company reallocated its goodwill to the adjusted reporting units using a relative fair value allocation. 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. For indefinite life intangible assets, the Company performs an impairment test annually in the fourth quarter and whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. The Company determines the fair value of the asset based on discounted cash flows and records an impairment loss if its book value exceeds fair value. Impairment charges to customer relationships and IPR&D during the year ended December 31, 2022 were $ 1,061 |
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% likely of being realized upon ultimate settlement 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. Redeemable non-controlling interests are measured at the greater of the initial carrying amount adjusted for the non-controlling interest’s share of comprehensive income or loss or its redemption value. 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 per Share of Common Stock | q. Loss 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 does not have credit losses with respect to 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 common stock 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, 2022 and December 31, 2021. |
Other Comprehensive Loss | t. Other Comprehensive Loss Other comprehensive loss represents adjustments of foreign currency translation. |
Revenue from Contracts with Customers | u. Revenue from Contracts with Customers The Company’s agreements are primarily service and processing contracts, the performance obligations of which range in duration from a few months to one year. The Company recognizes revenue when control of the 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. 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 has three main revenue streams, which are POCare development services, cell process development services, including hospital supplies, and POCare cell processing. POCare Development Services Revenue recognized under contracts for POCare 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 a point of time (upon completion) . Revenues from support services provided to the Company’s customers are recognized as and when the services are provided, because the customer simultaneously receives and consumes the benefits provided. 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. Included in cell process 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. POCare Cell Processing Revenues from POCare Cell processing represent performance obligations which are recognized either over, or at a point of time. The progress towards completion is measured on an output measure based on direct measurement of the value transferred to the customer (units produced). 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 | v. Leases 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. Finance leases are included in property, plants and equipment, net and finance 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 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. |
Segment reporting | w. Segment reporting Since the Metalmark Investment, the Company’s business includes two reporting segments: Morgenesis and Therapies. See note 5. |
Recently adopted accounting pronouncements | x. Recently adopted accounting pronouncements In the first quarter of 2022, the Company early adopted Accounting Standards Update (“ASU”) ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”). The update simplifies the accounting for convertible debt instruments and convertible preferred stock by reducing the number of accounting models and limiting the number of embedded conversion features separately recognized from the primary contract. The guidance also includes targeted improvements to the disclosures for convertible instruments and earnings per share. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The Company adopted ASU 2020-06 in the first quarter of 2022 using the modified retrospective method which resulted with no material effect. 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 from January 1, 2022. The Company adopted ASU 2021-24 in the first quarter of 2022 which resulted in no material effect. 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 Company applied the guidance prospectively to all in-scope transactions beginning fiscal year 2022. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements |
Recently issued accounting pronouncements, not yet adopted | y. Recently issued accounting pronouncements, not yet adopted In June 2016, the FASB issued ASU 2016-13 “Financial Instruments—Credit Losses—Measurement of Credit Losses on Financial Instruments.” This guidance replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The guidance will be effective for Smaller Reporting Companies (SRCs, as defined by the SEC) for the fiscal year beginning on January 1, 2023, including interim periods within that year. The Company will apply the guidance prospectively to transactions occurring on or after January 2023. 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 plans to adopt the new accounting standard effective January 1, 2023 and will apply the guidance prospectively to all business combinations with an acquisition date occurring on or after January 2023. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 3 10 Laboratory equipment 1 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 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
SCHEDULE OF SEGMENT REPORTING | Segment data for the year ended December 31, 2022 is as follows: SCHEDULE OF SEGMENT REPORTING Morgenesis Therapies Eliminations Consolidated (in thousands) Revenues $ 33,884 $ 6,432 $ (5,575 ) $ 34,741 Revenues from related party 1,284 - - 1,284 Total revenues 35,168 6,432 (5,575 ) 36,025 Cost of revenues, development services and research and development expenses* (17,373 ) (13,350 ) 4,675 (26,048 ) Operating expenses* (7,762 ) (8,678 ) 900 (15,540 ) Other income, net 168 5 - 173 Depreciation and amortization (1,006 ) (972 ) - (1,978 ) Impairment expenses (420 ) (641 ) - (1,061 ) Loss from extinguishment in connection with convertible loan - (52 ) - (52 ) Financial Expenses, net (1,748 ) (223 ) - (1,971 ) Share in net income of associated companies (1,352 ) (156 ) - (1,508 ) Income (loss) before income taxes $ 5,675 $ (17,635 ) $ - $ (11,960 ) * Excluding Depreciation, amortization and impairment expenses Reconciliation of segment performance to loss for the year ended December 31, 2021: Morgenesis Therapies Eliminations Consolidated (in thousands) Revenues $ 31,211 $ 11,925 $ (11,490 ) $ 31,646 Revenues from related party 3,856 - - 3,856 Total revenues 35,067 11,925 (11,490 ) 35,502 Cost of revenues, development services and research and development expenses* (21,096 ) (24,000 ) 9,327 (35,769 ) Operating expenses* (3,545 ) (13,287 ) 2,163 (14,669 ) Other income, net 24 2,254 - 2,278 Depreciation and amortization (1,020 ) (844 ) - (1,864 ) Loss from extinguishment in connection with convertible loan - (1,865 ) - (1,865 ) Financial Expenses, net (2,508 ) 1,216 - (1,292 ) Share in net income of associated companies (15 ) (257 ) - (272 ) Income (loss) before income taxes $ 6,907 $ (24,858 ) $ - $ (17,951 ) |
EQUITY (Tables)
EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
SCHEDULE OF WARRANTS ACTIVITY | A summary of the Company’s warrants granted to investors and as finder’s fees as of December 31, 2022, and December 31, 2021 and changes for the periods then ended is presented below: SCHEDULE OF WARRANTS ACTIVITY December 31, 2022 2021 Number of Warrants Weighted Average Exercise Price $ Number of Warrants Weighted Average Exercise Price $ Warrants beginning of the period 3,042,521 6.09 7,070,241 6.20 Changes during the period: Issued 2,978,575 3.16 926,413 6.24 Exercised - - (319,811 ) 6.19 Expired (639,636 ) 6.58 (4,634,323 ) 6.29 Warrants outstanding and exercisable at end of the period* 5,381,460 4.41 3,042,521 6.09 |
SCHEDULE OF STOCK REPURCHASE PLAN | SCHEDULE OF STOCK REPURCHASE PLAN Total Number of Shares Average Price Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs January 2021 2,306 $ 4.45 $ 10,255 April 2021 8,850 4.49 39,730 May 2021 195,625 4.34 848,234 November 2021 24,477 4.32 105,806 231,258 $ 4.34 $ 1,004,025 |
PROPERTY, PLANTS AND EQUIPMENT
PROPERTY, PLANTS AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF COMPONENTS OF PROPERTY, PLANT AND EQUIPMENT | The following table represents the components of property, plants and equipment: SCHEDULE OF COMPONENTS OF PROPERTY, PLANT AND EQUIPMENT 2022 2021 December 31, 2022 2021 (in thousands) Cost: Production facility $ 3,944 $ 4,040 Office furniture and computers 589 555 Lab equipment 4,811 2,435 Advance payment 17,442 6,181 Subtotal 26,786 13,211 Less – accumulated depreciation (3,952 ) (2,940 ) Total $ 22,834 $ 10,271 |
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT BY GEOGRAPHICAL AXIS | Property, plants and equipment, net by geographical location were as follows: SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT BY GEOGRAPHICAL AXIS 2022 2021 December 31, 2022 2021 (in thousands) Belgium $ 1,095 $ 1,149 Greece 858 - Netherlands 380 - Korea 466 694 Israel 2,284 2,602 U.S. 17,751 5,826 Total $ 22,834 $ 10,271 Property, plants and equipment, net $ 22,834 $ 10,271 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 and 2021 are as follows: SCHEDULE OF GOODWILL (in thousands) Goodwill as of December 31, 2020 $ 8,745 Translation differences (342 ) Goodwill as of December 31, 2021 $ 8,403 Translation differences (216 ) Goodwill as of December 31, 2022 $ 8,187 |
SCHEDULE OF OTHER INTANGIBLE ASSETS | Other intangible assets consisted of the following: SCHEDULE OF OTHER INTANGIBLE ASSETS 2022 2021 December 31, 2022 2021 (in thousands) Gross Carrying Amount: Know How $ 2,735 $ 2,904 Customer relationships 345 811 Kyslecel Technology 9,340 9,340 IPR&D - 641 Subtotal 12,420 13,696 Less – Accumulated amortization (2,726 ) (1,875 ) Net carrying amount of other intangible assets $ 9,694 $ 11,821 |
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 2023 2024 to 2027 (in thousands) Amortization expenses $ 840 $ 3,362 |
CONVERTIBLE LOANS (Tables)
CONVERTIBLE LOANS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF LONG TERM CONVERTIBLE NOTES | SCHEDULE OF LONG TERM CONVERTIBLE NOTES a. Long-Term Convertible Loans Long-term convertible loans outstanding as of December 31, 2022 and December 31, 2021 are as follows: Convertible Loans Outstanding as of December 31, 2022 Principal Issuance Interest Maturity Exercise Amount Year Rate Period Price NOTE BCF (in thousands) (Years) $ 750 2018 2 % 5 7.00 (1)+(5) - 6,600 2019 6 8 % 3 5 7.00 (2)+(5) - 100 2020 8 % 3 7.00 (3) - 9,150 2022 6 10 % 1 2 2.5 4.5 (4,5+6) - $ 16,600 Convertible Loans Outstanding as of December 31, 2021 $ 750 * 2018 2 % 5 7.00 (1)+(5) 39 8,750 * 2019 6 8 % 3 5 7.00 (2)+(5) - 250 * 2020 8 % 3 7.00 (3) - $ 9,750 * Extended Convertible Loans repaid during the year ended December 31, 2022 Principal Amount Issuance Year Interest Rate Maturity Period Exercise Price BCF 150 2019 8 % 2.5 $ 7 - 50 2019 6 % 3 7 - 150 2020 8 % 2.5 7 - 1,950 2019 6 8 % 3 4.5 7 - 2,300 Convertible Loans repaid during the year ended December 31, 2021 Principal Amount Issuance Year Interest Rate Maturity Period Exercise Price BCF 750 2019 8 % 3 $ 7 31 250 2018 2 % 2 7 - 1,000 Apart from the items mentioned below there were no repayments of convertible loans during the years ended December 31, 2022 and December 31, 2021. In addition, except for the Metalmark Morgenesis loan conversion mentioned below there were no other conversions during the years ended December 31, 2022 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 115,918 115,918 three 115,918 7 (2) The holders, at their option, may convert the outstanding principal amount and accrued interest under this note into a total of 1,069,602 1,011,781 three 1,011,781 7 1,600 (3) The holders, at their option, may convert the outstanding principal amount and accrued interest under this note into a total of 17,711 7 (4) The holders, at their option, may convert the outstanding principal amount and accrued interest under this note into a total of 3,678,575 2.5 4.5 (5) During the year ended December 31, 2021, the Company and certain convertible loan holders (including certain credit line investors, see note 9 (b)) agreed to extend the maturity date on loans due during the fourth quarter of 2021 to June 30, 2023. The loan repayment extension included the loan holders’ right to request that the Company repay them on November 21, 2022 (the “Early Redemption Option”). In consideration for the extension, including for the credit line investors, warrants to purchase 926,413 6.24 |
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 % - (6) During April and May 2022, the Company entered into three convertible loan agreements (the “Convertible Loan Agreements”) with three non-U.S. investors (the “Lenders”), pursuant to which the Lenders loaned the Company an aggregate of $ 9.15 million (the “Loan Amount”). Interest is calculated at 6 % per annum (based on a 365-day year) and is payable, along with the principal, during or before the third quarter of 2023. At any time prior to or on the maturity date, the Lenders may provide the Company with written notice to convert all or part of the loans into shares of Common Stock at a conversion price equal to $ 4.50 per share (subject to adjustment for certain capital events, such as stock splits) (the “Conversion Price”). In connection with such loans, we issued to the Lenders warrants representing the right to purchase an aggregate of 408,335 shares of Common Stock (which is 25 % of the shares of the Company’s Common Stock into which the loans are initially convertible at the Conversion Price), at an exercise price per share of $ 4.50 per share. Such warrants are exercisable at any time beginning six months and one day after the closing date and ending 36 months after such closing date. |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 2022 2021 December 31, 2022 2021 Assets Operating Leases Operating lease right-of-use assets $ 2,304 $ 1,015 Finance Leases Property, plants and equipment, gross 222 91 Accumulated depreciation (68 ) (33 ) Property and equipment, net $ 154 $ 58 Liabilities Current liabilities Current maturities of operating leases $ 542 $ 481 Current maturities of long-term finance leases $ 60 $ 18 Long-term liabilities Non-current operating leases $ 1,728 $ 561 Long-term finance leases $ 95 $ 41 Weighted Average Remaining Lease Term Operating leases 4.7 2.3 Finance leases 2.4 3.2 Weighted Average Discount Rate Operating leases 8.0 % 6.9 % Finance leases 6.4 % 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 2022 2021 Years ended December 31, 2022 2021 Operating lease cost: $ 546 514 Finance lease cost: Amortization of leased assets 43 20 Interest on lease liabilities 7 1 Total finance lease cost $ 50 21 |
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, 2022 2021 (in Thousands) Cash paid for amounts included in the measurement of leases liabilities: Operating leases $ 559 $ 526 Finance leases $ 43 $ 20 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 432 $ - Finance leases 136 - |
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, 2023 $ 681 $ 69 2024 539 69 2025 367 30 2026 213 - 2027 213 - Thereafter 960 - Total minimum lease payments 2,973 168 Less: amount of lease payments representing interest (703 ) (13 ) Present value of future minimum lease payments 2,270 155 Less: Current leases obligations (542 ) (60 ) Long-term leases obligations $ 1,728 $ 95 |
SCHEDULE OF RIGHT-OF-USE ASSETS BY GEOGRAPHICAL LOCATION | Operating lease right-of-use assets by geographical location were as follows: SCHEDULE OF RIGHT-OF-USE ASSETS BY GEOGRAPHICAL LOCATION December 31, 2022 2021 (in thousands) Greece $ 1,368 $ - Korea 218 432 Israel 580 365 U.S. 138 218 Total $ 2,304 $ 1,015 |
INVESTMENTS AND LOANS TO ASSO_2
INVESTMENTS AND LOANS TO ASSOCIATES, NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Investments in and Advances to Affiliates [Abstract] | |
SCHEDULE 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: SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED (in thousands) Total assets: Cash and cash equivalents $ 147 Prepaid expenses and other receivables 133 Orgenesis Accounts Receivable 241 Other long-term assets 281 Property, plants and equipment, net 858 Investments in associates, net 19 Operating lease right-of-use assets 1,368 Advanced payment for Accounts payable 366 Total assets 3,413 Total liabilities: Operating leases 1,368 Orgenesis loan 4,567 Other payable 184 Total liabilities 6,119 Total Net Liabilities $ 2,706 Non-controlling interests (50%) 1 ,353 Total Net Liabilities (50%) 1,353 |
SCHEDULE OF CHANGES IN INVESTMENTS AND LOAN | SCHEDULE OF CHANGES IN INVESTMENTS AND LOAN December 31, 2022 2021 (in thousands) Opening balance $ 584 $ 175 Investments during the period - 260 Loan to granted associates 4,131 441 Business Combinations (3,156 ) - Interest from loans to associates 161 2 Share in net loss of associated companies (1,508 ) (272 ) Exchange rate differences (77 ) (22 ) Total $ 135 $ 584 |
INCOME (LOSS) PER SHARE (Tables
INCOME (LOSS) PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
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 Years ended December 31, 2022 2021 (in thousands, except per share data) Basic and diluted: Net loss attributable to Orgenesis Inc. $ 14,889 $ 18,053 Weighted average number of common shares outstanding 25,096,284 24,273,658 Net loss per share $ 0.59 $ 0.74 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |
SCHEDULE OF STOCK OPTIONS, VALUATION ASSUMPTIONS | SCHEDULE OF STOCK OPTIONS, VALUATION ASSUMPTIONS Years Ended December 31, 2022 2021 Value of one common share $ 2 $ 2.96 Dividend yield 0 % 0 % Expected stock price volatility 84 % 145 % Risk free interest rate 3.6 3.61 % 1.47 % 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, 2022, and December 31, 2021: 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, 2022 440,250 $ 2 2.01 Quarterly over a period of two years $ 559 10 Directors December 31, 2022 84,650 1.86 On the one-year anniversary $ 100 10 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 |
SCHEDULE OF STOCK OPTIONS, VALUATION ASSUMPTIONS | SCHEDULE OF STOCK OPTIONS, VALUATION ASSUMPTIONS Years Ended December 31, 2022 2021 Value of one common share $ 1.86 2.01 $ 2.89 5.12 Dividend yield 0 % 0 % Expected stock price volatility 70 71 % 71 77 % Risk free interest rate 3.61 3.85 % 0.96 1.34 % Expected term (years) 5.5 5.56 5.5 5.56 |
SCHEDULE OF STOCK OPTIONS ACTIVITY | A summary of the Company’s stock options granted to employees and directors as of December 31, 2022 and December 31, 2021 is presented below: SCHEDULE OF STOCK OPTIONS ACTIVITY Years Ended December 31 2022 2021 Number of Options Weighted Average Exercise Price $ Number of Options Weighted Average Exercise Price $ Options outstanding at the beginning of the period 3,210,005 4.05 2,917,667 4.05 Changes during the period: Granted 524,900 1.98 361,650 4.19 Exercised* (510,017 ) 0.01 (13,750 ) 4.63 Expired (125,426 ) 8.8 (20,813 ) 5.67 Forfeited (63,997 ) 4.13 (34,749 ) 4.67 Cancelled - - - - Options outstanding at end of the period 3,035,465 4.17 3,210,005 4.05 Options exercisable at end of the period 2,565,919 4.51 2,777,563 4.00 * During the year ended December 31, 2022, the Company received $ 6 510,017 0.012 64 13,750 4.63 |
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, 2022 (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 1.64 449 230,189 - 1.86 84,650 9.99 7 - - 2.89 84,650 8.96 - 84,650 245 2 357,252 9.42 - 90,440 181 2.01 72,500 9.96 - - - 2.96 53,125 8.62 - 53,125 157 2.99 429,950 7.17 - 429,950 1,286 3.14 2,500 6.91 - 2,500 8 4.42 50,000 4.93 - 50,000 221 4.5 32,500 6.47 - 32,500 146 4.6 157,488 7.20 - 157,488 724 4.7 6,250 7.03 - 4,167 20 4.8 483,337 3.94 - 483,337 2,320 5.02 58,563 7.40 - 40,188 202 5.07 51,000 6.03 - 51,000 259 5.1 57,375 6.04 - 57,375 293 5.12 109,250 7.81 - 84,125 431 5.99 317,050 5.81 - 317,049 1,898 6 16,667 1.59 - 16,667 100 6.84 12,000 7.38 - 12,000 82 7.2 83,334 4.43 - 83,334 600 8.36 250,001 5.50 - 250,001 2,090 8.91 15,000 5.46 - 15,000 134 9 20,834 0.54 - 20,834 187 3,035,465 6.23 456 2,565,919 11,584 |
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, 2022, and December 31, 2021 is presented below: SCHEDULE OF STOCK OPTIONS ACTIVITY Years Ended December 31, 2022 2021 Number of Options Weighted Average Exercise Price $ Number of Options Weighted Average Exercise Price $ Options outstanding at the 547,691 5.89 549,141 5.89 Changes during the year: Granted 28,335 2.00 7,500 2.96 Expired (58,851 ) 12.85 - - Forfeited - - (8,950 ) 3.88 Cancelled - - - - Options outstanding at end of the year 517,175 4.88 547,691 5.89 Options exercisable at end of the year 453,005 5.11 467,689 6.20 |
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, 2022 (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 28,335 9.46 - - - 2.96 7,500 8.96 - - - 2.99 35,000 7.22 - 35,000 105 3.36 136,775 3.32 - 136,775 459 4.09 25,000 6.76 - 25,000 102 4.42 5,125 4.93 - 5,125 23 4.5 13,335 6.53 - 5,000 23 4.6 20,000 7.96 - 4,000 18 4.8 16,668 3.94 - 16,668 80 5.07 5,000 6.19 - 1,000 5 5.3 15,000 5.70 - 15,000 80 5.99 16,670 5.81 - 16,670 100 6 90,000 1.59 - 90,000 540 6.84 7,500 7.38 - 7,500 51 7 70,000 6.83 - 70,000 490 8.34 8,600 5.52 - 8,600 72 8.43 8,333 5.05 - 8,333 70 11.52 8,334 0.26 - 8,334 96 517,175 4.89 - 453,005 2,314 |
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, 2022 and December 31, 2021: SCHEDULE OF STOCK OPTIONS GRANTED TO CONSULTANTS Year of grant No. of options Exercise price Vesting period Fair value at grant (in thousands) Expiration Non-employees 2022 28,335 $ 2 Quarterly over a period of two $ 48 10 Non-employees 2021 7,500 $ 2.96 Quarterly over a period of two $ 22 10 |
TAXES (Tables)
TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2021 and December 31, 2021: SCHEDULE OF DEFERRED TAX ASSETS 2022 2021 December 31, 2022 2021 (U.S. dollars in thousands) Deferred tax assets (liabilities), net: Net operating loss carry forwards $ 10,387 $ 11,451 Research and development expenses 1,893 1,273 Equity compensation 1,616 2,631 Employee benefits 191 197 Property, plants and equipment (55 ) (206 ) Leases asset 191 186 Lease liability (132 ) (134 ) Loans 50 26 Partnership Investment 2,582 - Intangible assets (2,252 ) (2,738 ) Other 385 119 Deferred tax assets gross 14,856 12,805 Valuation allowance (14,753 ) (12,805 ) Net deferred tax liabilities $ 103 $ - |
SCHEDULE OF VALUATION ALLOWANCE ACTIVITY | The changes in valuation allowance are comprised as follows: SCHEDULE OF VALUATION ALLOWANCE ACTIVITY December 31, 2022 2021 (U.S dollars in thousands) Balance at the beginning of year $ (12,805 ) $ (11,932 ) Change during the year (1,948 ) (873 ) Balance at end of year $ (14,753 ) $ (12,805 ) |
REVENUES (Tables)
REVENUES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 2021 (in thousands) Revenue stream: POCare development services $ 14,894 $ 32,192 Cell process development services and hospital services 11,212 3,310 POCare cell processing 9,919 - Total $ 36,025 $ 35,502 |
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, 2022 2021 (in thousands) Revenue earned: Customer A (Greece) 8,936 4,693 Customer B (United States) 8,316 6,491 Customer C (United Arab Emirates) 5,271 6,969 Customer D (Korea) 3,873 7,703 |
SCHEDULE OF ACTIVITY FOR TRADE RECEIVABLES | The activity for accounts receivable is comprised of: SCHEDULE OF ACTIVITY FOR TRADE RECEIVABLES Years Ended December 31, 2022 2021 (in thousands) Balance as of beginning of period $ 15,245 $ 3,085 Business combination TLABS (1,339 ) - Additions 35,103 34,570 Collections (12,728 ) (22,333 ) Exchange rate differences (98 ) (77 ) Ceased to be a related party (2,186 ) - Balance as of end of period $ 36,183 $ 15,245 The activity of the related party included in the accounts receivable activity above is comprised of: Years Ended December 31, 2022 2021 (in thousands) Balance as of beginning of period $ 1,972 $ 744 Additions 1,284 3,856 Collections (1,070 ) (2,628 ) Ceased to be a related party (2,186 ) - Balance as of end of period $ - $ 1,972 |
SCHEDULE OF ACTIVITY FOR CONTRACT LIABILITIES | The activity for contract liabilities is comprised of: SCHEDULE OF ACTIVITY FOR CONTRACT LIABILITIES Years Ended December 31, 2022 2021 (in thousands) Balance as of beginning of period $ 59 $ 59 Additions 11 - Balance as of end of period $ 70 $ 59 |
COST OF REVENUES, DEVELOPMENT_2
COST OF REVENUES, DEVELOPMENT SERVICES AND RESEARCH AND DEVELOPMENT EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Research and Development [Abstract] | |
SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSES | SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSES 2022 2021 Years Ended December 31, 2022 2021 (in thousands) Salaries and related expenses $ 11,206 $ 10,977 Stock-based compensation 616 729 Subcontracting, professional and consulting services 5,655 12,796 Lab expenses 2,685 3,513 Depreciation expenses, net 1,017 874 Other research and development expenses 6,010 7,755 Less grant (123 ) - Total $ 27,066 $ 36,644 |
FINANCIAL EXPENSES, NET (Tables
FINANCIAL EXPENSES, NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
SCHEDULE OF FINANCIAL EXPENSES | SCHEDULE OF FINANCIAL EXPENSES 2022 2021 Years Ended December 31, 2022 2021 (in thousands) Interest expense on convertible loans $ 1,824 $ 943 Foreign exchange loss, net 145 574 Other expense (income) 2 (225 ) Total $ 1,971 $ 1,292 |
RELATED PARTIES TRANSACTIONS (T
RELATED PARTIES TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
SCHEDULE OF RELATED PARTY TRANSACTIONS | SCHEDULE OF RELATED PARTY TRANSACTIONS Years ended December 31, 2022 2021 (in thousands) Stock-based compensation expenses to executive officers $ 111 $ 247 Stock-based compensation expenses to Board Members $ 152 $ 265 Compensation of executive officers $ 669 $ 4,422 Management and consulting fees to Board Members $ 380 $ 380 Revenues from customer $ 1,284 $ 3,856 Financial income $ 126 $ 64 |
SCHEDULE OF RELATED PARTIES PRESENTED IN CONSOLIDATED BALANCE SHEETS | SCHEDULE OF RELATED PARTIES PRESENTED IN CONSOLIDATED BALANCE SHEETS December 31, 2022 2021 (in thousands) Executive officers’ payables $ 80 $ 51 Non-executive directors’ payable $ 558 $ 178 Loan to Related Party $ - $ 3,064 Accounts receivable, net $ - $ 1,972 |
SCHEDULE OF ANNUAL DEPRECIATION
SCHEDULE OF ANNUAL DEPRECIATION RATES, PROPERTY AND EQUIPMENT (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Production Facility [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Weighted average useful life | 3 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 | 1 year |
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, 2022 | |
Customer Relationships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets and useful lives (Years) | 10 years |
Knowhow [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 |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Details Narrative) € in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||
Nov. 30, 2022 USD ($) | Nov. 04, 2022 shares | Nov. 30, 2022 USD ($) shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2022 EUR (€) | Nov. 14, 2022 | Aug. 31, 2022 | |
Awarded grants | € | € 18 | |||||||
Accumulated deficit | $ 121,261 | $ 106,372 | ||||||
Net cash used in operating activities | $ 24,924 | $ 26,866 | ||||||
MM OS Holdings LP [Member] | ||||||||
Business combination equity purchase amount | $ 10,000 | |||||||
Class A Preferred Unit [Member] | Morgenesis LLC [Member] | ||||||||
Purchase price | $ 20,000 | 30,200 | ||||||
Class A Preferred Unit [Member] | MM OS Holdings LP [Member] | ||||||||
Debt conversion amount | 10,200 | |||||||
Business combination equity purchase amount | $ 20,000 | |||||||
Purchase Agreement [Member] | Class A Preferred Stock [Member] | ||||||||
Purchase of shares | shares | 3,019,651 | 3,019,651 | ||||||
Morgenesis LLC [Member] | ||||||||
Equity method investment, ownership percentage | 77.69% | 76.90% | ||||||
Morgenesis [Member] | Purchase Agreement [Member] | Class A Preferred Stock [Member] | ||||||||
Equity method investment, ownership percentage | 22.31% | 22.31% | 22.31% | |||||
Orgensis Korea Co Ltd [Member] | Cure Cell Co Ltd [Member] | ||||||||
Equity method investment, ownership percentage | 94.12% | 94.12% |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Goodwill, impairment loss | $ 0 |
Likelihood settlement | greater than 50% likely of being realized upon ultimate settlement |
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 |
Customer Relationships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Impairment charges | $ 1,061,000 |
REDEEMABLE NON-CONTROLLING IN_2
REDEEMABLE NON-CONTROLLING INTEREST (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Nov. 04, 2022 | Nov. 30, 2022 | Apr. 30, 2018 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 14, 2022 | Aug. 31, 2022 | Aug. 01, 2022 | |
Redeemable Noncontrolling Interest [Line Items] | ||||||||||
Revenue | $ 34,741,000 | $ 31,646,000 | ||||||||
Number of stock issued, value | 2,175,000 | |||||||||
Number of shares issued, shres | 107,985 | |||||||||
Earnings before income tax | (11,960,000) | $ (17,951,000) | ||||||||
Subsequent Event [Member] | Morgenesis LLC [Member] | ||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||
Sale of stock, description of transaction | (i) Net Revenue (as defined in the UPA) equal to or greater than $70,000,000, (ii) Gross Profit (as defined in the UPA) equal to or greater than $35,000,000 and (iii) EBITDA (as defined in the UPA) equal to or greater than $10,000,000, then MM shall make (or cause to be made) a one-time cash payment of $10,000,000 to the Company upon such payment becoming final and binding pursuant to the UPA | |||||||||
Cash payment | $ 10,000,000 | |||||||||
Subsequent Event [Member] | Investment One [Member] | ||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||
Investment | $ 10,000,000 | |||||||||
Subsequent Event [Member] | Investment Two [Member] | ||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||
Investment | 10,000,000 | |||||||||
Minimum [Member] | Subsequent Event [Member] | ||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||
Revenue | 13,000,000 | 70,000,000 | ||||||||
Gross profit | 35,000,000 | |||||||||
Minimum [Member] | Subsequent Event [Member] | Morgenesis LLC [Member] | ||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||
Earnings before income tax | 10,000,000 | |||||||||
Morgenesis LLC [Member] | ||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||
Equity interest percentage | 77.69% | 76.90% | ||||||||
Class A Preferred Stock [Member] | Subsequent Event [Member] | ||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||
Number of stock issued other, value | $ 10,000,000 | |||||||||
Number of stock issued other, shares | 1,000,000 | |||||||||
Class A Preferred Stock [Member] | First Milestone [Member] | ||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||
Number of stock issued, value | $ 10,000,000 | |||||||||
Number of shares issued, shres | 1,000,000 | |||||||||
Class B Preferred Stock [Member] | Second Milestone [Member] | ||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||
Number of stock issued, value | $ 10,000,000 | |||||||||
Number of shares issued, shres | 1,000,000 | |||||||||
Class C Preferred Stock [Member] | ||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||
Optional investment | $ 60,000,000 | |||||||||
Class C-1 Preferred Stock [Member] | ||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||
Number of stock issued, value | 125,000,000 | |||||||||
Optional investment | 10,000,000 | |||||||||
Class C-2 Preferred Stock [Member] | ||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||
Number of stock issued, value | 156,250,000 | |||||||||
Optional investment | 25,000,000 | |||||||||
Class C-3 Preferred Stock [Member] | ||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||
Number of stock issued, value | 250,000,000 | |||||||||
Optional investment | 25,000,000 | |||||||||
Purchase Agreement [Member] | Class A Preferred Stock [Member] | ||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||
Purchase of shares | 3,019,651 | 3,019,651 | ||||||||
Sale of stock | $ 30,196,000 | |||||||||
Sale of stock, description of transaction | (i) $20,000 thousand of cash consideration and (ii) the conversion of $10,200 thousand of MM’s then-outstanding senior secured convertible loans previously entered into with MM pursuant to that certain Senior Secured Convertible Loan Agreement, dated as of August 15, 2022, between MM, Morgenesis and the Company. | |||||||||
Purchase Agreement [Member] | Class A Preferred Stock [Member] | Morgenesis [Member] | ||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||
Equity interest percentage | 22.31% | 22.31% | ||||||||
Senior Secured Convertible Loan Agreement [Member] | Lender [Member] | ||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||
Principal amount | $ 125,000,000 | $ 10,000,000 | ||||||||
Unit Purchase Agreement [Member] | First Milestone [Member] | Minimum [Member] | ||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||
Revenue | $ 30,000,000 | |||||||||
Unit Purchase Agreement [Member] | Second Milestone [Member] | Minimum [Member] | Forecast [Member] | ||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||
Revenue | $ 50,000,000 |
ACQUISITIONS (Details Narrative
ACQUISITIONS (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Feb. 22, 2022 | Dec. 31, 2022 | |
Issuance of shares related to acquisition of Mida | $ 100 | |
Mida Biotech BV [Member] | Joint Venture Agreement [Member] | ||
Issuance of shares related to acquisition of Mida | $ 100 | |
Issuance of shares related to acquisition of Mida, shares | 29,940 | 29,940 |
SCHEDULE OF SEGMENT REPORTING (
SCHEDULE OF SEGMENT REPORTING (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 34,741 | $ 31,646 |
Revenues from related party | 1,284 | 3,856 |
Total revenues | 36,025 | 35,502 |
Cost of revenues, development services and research and development expenses* | (27,066) | (36,644) |
Impairment expenses | (1,061) | |
Loss from extinguishment in connection with convertible loan | (52) | (1,865) |
Financial Expenses, net | (1,971) | (1,292) |
Share in loss of associated company | 1,508 | 272 |
Income (loss) before income taxes | (11,960) | (17,951) |
Share in net income of associated companies | (1,508) | (272) |
Morgenesis [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 33,884 | 31,211 |
Revenues from related party | 1,284 | 3,856 |
Total revenues | 35,168 | 35,067 |
Cost of revenues, development services and research and development expenses* | (17,373) | (21,096) |
Operating expenses* | (7,762) | (3,545) |
Other income, net | 168 | 24 |
Depreciation and amortization | (1,006) | (1,020) |
Impairment expenses | (420) | |
Loss from extinguishment in connection with convertible loan | ||
Financial Expenses, net | (1,748) | (2,508) |
Share in loss of associated company | 1,352 | 15 |
Income (loss) before income taxes | 5,675 | 6,907 |
Share in net income of associated companies | (1,352) | (15) |
Therapies [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 6,432 | 11,925 |
Revenues from related party | ||
Total revenues | 6,432 | 11,925 |
Cost of revenues, development services and research and development expenses* | (13,350) | (24,000) |
Operating expenses* | (8,678) | (13,287) |
Other income, net | 5 | 2,254 |
Depreciation and amortization | (972) | (844) |
Impairment expenses | (641) | |
Loss from extinguishment in connection with convertible loan | (52) | (1,865) |
Financial Expenses, net | (223) | 1,216 |
Share in loss of associated company | 156 | 257 |
Income (loss) before income taxes | (17,635) | (24,858) |
Share in net income of associated companies | (156) | (257) |
Eliminations [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | (5,575) | (11,490) |
Revenues from related party | ||
Total revenues | (5,575) | (11,490) |
Cost of revenues, development services and research and development expenses* | 4,675 | 9,327 |
Operating expenses* | 900 | 2,163 |
Other income, net | ||
Depreciation and amortization | ||
Impairment expenses | ||
Loss from extinguishment in connection with convertible loan | ||
Financial Expenses, net | ||
Share in loss of associated company | ||
Income (loss) before income taxes | ||
Share in net income of associated companies | ||
Consolidated [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 34,741 | 31,646 |
Revenues from related party | 1,284 | 3,856 |
Total revenues | 36,025 | 35,502 |
Cost of revenues, development services and research and development expenses* | (26,048) | (35,769) |
Operating expenses* | (15,540) | (14,669) |
Other income, net | 173 | 2,278 |
Depreciation and amortization | (1,978) | (1,864) |
Impairment expenses | (1,061) | |
Loss from extinguishment in connection with convertible loan | (52) | (1,865) |
Financial Expenses, net | (1,971) | (1,292) |
Share in loss of associated company | 1,508 | 272 |
Income (loss) before income taxes | (11,960) | (17,951) |
Share in net income of associated companies | $ (1,508) | $ (272) |
SCHEDULE OF WARRANTS ACTIVITY (
SCHEDULE OF WARRANTS ACTIVITY (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Number of warrants - warrants outstanding at the beginning of the period | 3,042,521 | 7,070,241 |
Weighted average exercise price - warrants outstanding at the beginning of the period | $ 6.09 | $ 6.20 |
Number of warrants - issued | 2,978,575 | 926,413 |
Weighted average exercise price - issued | $ 3.16 | $ 6.24 |
Number of warrants - exercised | (319,811) | |
Weighted average exercise price - exercised | $ 6.19 | |
Number of warrants - expired | (639,636) | (4,634,323) |
Weighted average exercise price - expired | $ 6.58 | $ 6.29 |
Number of warrants - warrants outstanding and exercisable at the end of the period | 5,381,460 | 3,042,521 |
Weighted average exercise price - warrants outstanding and exercisable at the end of the period | $ 4.41 | $ 6.09 |
SCHEDULE OF STOCK REPURCHASE PL
SCHEDULE OF STOCK REPURCHASE PLAN (Details) $ / shares in Units, $ in Thousands | Dec. 31, 2021 USD ($) $ / shares shares |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Total number of shares purchased | shares | 231,258 |
Average price paid per share | $ / shares | $ 4.34 |
Total number of shares purchased as part of publicly announced plans | $ | $ 1,004,025 |
January 2021 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Total number of shares purchased | shares | 2,306 |
Average price paid per share | $ / shares | $ 4.45 |
Total number of shares purchased as part of publicly announced plans | $ | $ 10,255 |
April 2021 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Total number of shares purchased | shares | 8,850 |
Average price paid per share | $ / shares | $ 4.49 |
Total number of shares purchased as part of publicly announced plans | $ | $ 39,730 |
May 2021 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Total number of shares purchased | shares | 195,625 |
Average price paid per share | $ / shares | $ 4.34 |
Total number of shares purchased as part of publicly announced plans | $ | $ 848,234 |
November 2021 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Total number of shares purchased | shares | 24,477 |
Average price paid per share | $ / shares | $ 4.32 |
Total number of shares purchased as part of publicly announced plans | $ | $ 105,806 |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Feb. 22, 2022 | Nov. 30, 2022 | Oct. 31, 2022 | Mar. 31, 2022 | Apr. 30, 2018 | Dec. 31, 2022 | Dec. 31, 2018 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Shares issued during period | 107,985 | ||||||
Proceeds from Issuance of Common Stock | $ 25,000 | ||||||
Commission rate | 3% | ||||||
Common Stock [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Shares issued during period | 724,999 | ||||||
Stock issued shares acquistions | 29,940 | ||||||
Securities Purchase Agreement [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Sale of stock, shares | 4,933,333 | ||||||
Sale of stock, price per share | $ 3 | ||||||
Purchase of warrants | 1,000,000 | ||||||
Exercise price of warrants | $ 4.50 | ||||||
Warrant exercisable description | The warrants are not exercisable until after six months and expire three years from the date of issuance | ||||||
Proceeds from private placemenrt | $ 2,175 | ||||||
Securities Purchase Agreement [Member] | Common Stock [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Shares issued during period | 724,999 | ||||||
Securities Purchase Agreement [Member] | Warrant [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Purchase of warrants | 146,959 | ||||||
Securities Purchase Agreement [Member] | Investor [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Proceeds from private placemenrt | $ 12,625 | ||||||
Joint Venture Agreement [Member] | Mida Biotech BV [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stock issued shares acquistions | 29,940 | 29,940 | |||||
Amendment Consent And Waiver Agreement [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Sale of stock, shares | 215,502 | 215,502 | |||||
Exercise price of warrants | $ 2.50 | $ 2.50 |
SCHEDULE OF COMPONENTS OF PROPE
SCHEDULE OF COMPONENTS OF PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Subtotal | $ 26,786 | $ 13,211 |
Less – accumulated depreciation | (3,952) | (2,940) |
Total | 22,834 | 10,271 |
Production Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | 3,944 | 4,040 |
Office Furniture And Computers [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | 589 | 555 |
Lab Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | 4,811 | 2,435 |
Advance Payment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | $ 17,442 | $ 6,181 |
SCHEDULE OF PROPERTY, PLANT AND
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT BY GEOGRAPHICAL AXIS (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, plants and equipment, net | $ 22,834 | $ 10,271 |
BELGIUM | ||
Property, plants and equipment, net | 1,095 | 1,149 |
GREECE | ||
Property, plants and equipment, net | 858 | |
NETHERLANDS | ||
Property, plants and equipment, net | 380 | |
KOREA, REPUBLIC OF | ||
Property, plants and equipment, net | 466 | 694 |
ISRAEL | ||
Property, plants and equipment, net | 2,284 | 2,602 |
UNITED STATES | ||
Property, plants and equipment, net | $ 17,751 | $ 5,826 |
PROPERTY, PLANTS AND EQUIPMEN_2
PROPERTY, PLANTS AND EQUIPMENT (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 1,067 | $ 916 |
SCHEDULE OF GOODWILL (Details)
SCHEDULE OF GOODWILL (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill, beginning balance | $ 8,403 | $ 8,745 |
Translation differences | (216) | (342) |
Goodwill, ending balance | $ 8,187 | $ 8,403 |
SCHEDULE OF OTHER INTANGIBLE AS
SCHEDULE OF OTHER INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Subtotal | $ 12,420 | $ 13,696 |
Less – Accumulated amortization | (2,726) | (1,875) |
Net carrying amount of other intangible assets | 9,694 | 11,821 |
Knowhow [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Subtotal | 2,735 | 2,904 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Subtotal | 345 | 811 |
Kyslecel Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Subtotal | 9,340 | 9,340 |
IP Research and Development [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Subtotal | $ 641 |
SCHEDULE OF ESTIMATED AGGREGATE
SCHEDULE OF ESTIMATED AGGREGATE AMORTIZATION EXPENSES (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Amortization expenses, 2023 | $ 840 |
Amortization expenses, 2024 to 2027 | $ 3,362 |
INTANGIBLE ASSETS AND GOODWIL_2
INTANGIBLE ASSETS AND GOODWILL (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Indefinite-Lived Intangible Assets [Line Items] | |||
Goodwill | $ 8,187 | $ 8,403 | $ 8,745 |
Amortization of Intangible Assets | 911 | $ 948 | |
Morgenesis Segment [Member] | |||
Indefinite-Lived Intangible Assets [Line Items] | |||
Goodwill | 7,000 | ||
Therapies Segment [Member] | |||
Indefinite-Lived Intangible Assets [Line Items] | |||
Goodwill | $ 1,000 |
SCHEDULE OF LONG TERM CONVERTIB
SCHEDULE OF LONG TERM CONVERTIBLE NOTES (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2018 | ||
Debt Instrument [Line Items] | ||||
Interest Rate | 8% | |||
Exercise Price | $ 0.52 | |||
BCF | $ 4,400 | |||
Convertible Loans One [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal amount | $ 750 | $ 750 | ||
Debt instrument issuance year | 2018 | 2018 | [1] | |
Interest Rate | 2% | 2% | ||
Maturity Period | 5 years | 5 years | ||
Exercise Price | $ 7 | $ 7 | ||
BCF | $ 39 | |||
Convertible Loans Two [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal amount | $ 6,600 | $ 8,750 | ||
Debt instrument issuance year | 2019 | 2019 | [1] | |
Exercise Price | $ 7 | $ 7 | ||
BCF | ||||
Convertible Loans Two [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest Rate | 6% | 6% | ||
Maturity Period | 3 years | 3 years | ||
Convertible Loans Two [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest Rate | 8% | 8% | ||
Maturity Period | 5 years | 5 years | ||
Convertible Loans Three [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal amount | $ 100 | $ 250 | ||
Debt instrument issuance year | 2020 | 2020 | [1] | |
Interest Rate | 8% | 8% | ||
Maturity Period | 3 years | 3 years | ||
Exercise Price | $ 7 | $ 7 | ||
BCF | ||||
Convertible Loans Four [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal amount | $ 9,150 | |||
Debt instrument issuance year | 2022 | |||
BCF | ||||
Convertible Loans Four [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest Rate | 6% | |||
Maturity Period | 1 year | |||
Exercise Price | $ 2.5 | |||
Convertible Loans Four [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest Rate | 10% | |||
Maturity Period | 2 years | |||
Exercise Price | $ 4.5 | |||
Convertible Loans [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal amount | $ 16,600 | $ 9,750 | ||
[1]Extended |
SCHEDULE OF LONG TERM CONVERT_2
SCHEDULE OF LONG TERM CONVERTIBLE NOTES (Details) (Parenthetical) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Convertible Loan Holders [Member] | |
Debt Instrument [Line Items] | |
Number of warrant may be converted | 926,413 |
Warrants exercise price | $ / shares | $ 6.24 |
Convertible Loans One [Member] | |
Debt Instrument [Line Items] | |
Stock issued during period, conversion of convertible securities | 115,918 |
Number of warrant may be converted | 115,918 |
Warrants exercise, term | 3 years |
Warrants exercise price | $ / shares | $ 7 |
Convertible Loans One [Member] | Common Stock [Member] | |
Debt Instrument [Line Items] | |
Stock issued during period, conversion of convertible securities | 115,918 |
Convertible Loans Two [Member] | |
Debt Instrument [Line Items] | |
Stock issued during period, conversion of convertible securities | 1,069,602 |
Number of warrant may be converted | 1,011,781 |
Warrants exercise, term | 3 years |
Warrants exercise price | $ / shares | $ 7 |
Current maturities of convertible loans | $ | $ 1,600 |
Convertible Loans Two [Member] | Common Stock [Member] | |
Debt Instrument [Line Items] | |
Stock issued during period, conversion of convertible securities | 1,011,781 |
Convertible Loans Three [Member] | |
Debt Instrument [Line Items] | |
Stock issued during period, conversion of convertible securities | 17,711 |
Warrants exercise price | $ / shares | $ 7 |
Convertible Loans Four [Member] | |
Debt Instrument [Line Items] | |
Stock issued during period, conversion of convertible securities | 3,678,575 |
Convertible Loans Four [Member] | Minimum [Member] | |
Debt Instrument [Line Items] | |
Warrants exercise price | $ / shares | $ 2.5 |
Convertible Loans Four [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Warrants exercise price | $ / shares | $ 4.5 |
SCHEDULE OF ESTIMATES AND ASSUM
SCHEDULE OF ESTIMATES AND ASSUMPTIONS OF NEW INSTRUMENTS OF VALUATION DATE (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares | |
Measurement Input, Conversion Price [Member] | |
Short-Term Debt [Line Items] | |
Debt, Yield | 7 |
Warrant [Member] | |
Short-Term Debt [Line Items] | |
Warrants, Notional | $ | $ 926,413,000 |
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 | |
Eight Percent Notes [Member] | |
Short-Term Debt [Line Items] | |
Debt, Notional | $ | $ 1,500,000 |
Debt, Accrued Coupon | 224,603 |
Debt, Yield | 0.0800 |
Eight Percent Notes [Member] | Measurement Input, Exercise Price [Member] | |
Short-Term Debt [Line Items] | |
Debt, Yield | |
Eight Percent Notes [Member] | Measurement Input, Share Price [Member] | |
Short-Term Debt [Line Items] | |
Debt, Yield | 5.02 |
Eight Percent Notes [Member] | Measurement Input, Expected Term [Member] | |
Short-Term Debt [Line Items] | |
Debt, Expected Term | 1 year 9 months 14 days |
Eight Percent Notes [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Short-Term Debt [Line Items] | |
Debt, Yield | 0.0020 |
Eight Percent Notes [Member] | Measurement Input, Price Volatility [Member] | |
Short-Term Debt [Line Items] | |
Debt, Yield | 0.7284 |
Eight Percent Notes [Member] | Measurement Input, Expected Dividend Rate [Member] | |
Short-Term Debt [Line Items] | |
Debt, Yield | 0.0787 |
Two Percent Notes [Member] | |
Short-Term Debt [Line Items] | |
Debt, Notional | $ | $ 750,000 |
Debt, Accrued Coupon | 41,945 |
Debt, Yield | 0.0200 |
Two Percent Notes [Member] | Measurement Input, Exercise Price [Member] | |
Short-Term Debt [Line Items] | |
Debt, Yield | |
Two Percent Notes [Member] | Measurement Input, Share Price [Member] | |
Short-Term Debt [Line Items] | |
Debt, Yield | 5.02 |
Two Percent Notes [Member] | Measurement Input, Expected Term [Member] | |
Short-Term Debt [Line Items] | |
Debt, Expected Term | 1 year 9 months 14 days |
Two Percent Notes [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Short-Term Debt [Line Items] | |
Debt, Yield | 0.0020 |
Two Percent Notes [Member] | Measurement Input, Price Volatility [Member] | |
Short-Term Debt [Line Items] | |
Debt, Yield | 0.7284 |
Two Percent Notes [Member] | Measurement Input, Expected Dividend Rate [Member] | |
Short-Term Debt [Line Items] | |
Debt, Yield | 0.0784 |
SCHEDULE OF ESTIMATES AND ASS_2
SCHEDULE OF ESTIMATES AND ASSUMPTIONS OF NEW INSTRUMENTS OF VALUATION DATE (Details) (Parenthetical) - USD ($) | Dec. 31, 2022 | Oct. 23, 2022 | May 31, 2022 | Apr. 30, 2022 | Mar. 31, 2018 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 8% | ||||
Debt Instrument, Convertible, Conversion Price | $ 0.52 | ||||
Three Convertible Loan Agreements [Member] | Lender [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Debt Instrument, Face Amount | $ 5,000,000 | $ 9,150,000 | $ 9,150,000 | ||
Debt Instrument, Interest Rate, Stated Percentage | 6% | 6% | |||
Debt Instrument, Convertible, Conversion Price | $ 4.50 | $ 4.50 | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 408,335 | 408,335 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4.50 | $ 4.50 |
CONVERTIBLE LOANS (Details Narr
CONVERTIBLE LOANS (Details Narrative) $ / shares in Units, ₪ in Millions | 1 Months Ended | 8 Months Ended | 12 Months Ended | ||||||||||||||||||||||
Jan. 31, 2023 USD ($) $ / shares | Oct. 23, 2022 USD ($) $ / shares shares | Jan. 01, 2022 | Jan. 01, 2021 | Nov. 02, 2016 USD ($) | Nov. 02, 2016 ILS (₪) | Dec. 31, 2019 USD ($) $ / shares shares | Jun. 30, 2019 USD ($) | May 31, 2019 USD ($) $ / shares | Apr. 30, 2018 shares | Aug. 31, 2022 | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2020 USD ($) $ / shares shares | Feb. 23, 2023 $ / shares shares | Jan. 10, 2023 $ / shares | Nov. 04, 2022 USD ($) | Aug. 01, 2022 USD ($) | May 31, 2022 USD ($) $ / shares shares | May 19, 2022 | Apr. 30, 2022 USD ($) $ / shares shares | Apr. 21, 2022 | Oct. 31, 2019 USD ($) | Mar. 31, 2018 USD ($) $ / shares | ||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Convertible debt | $ | $ 383,000 | ||||||||||||||||||||||||
Paid-in-kind interest per annum | 8% | ||||||||||||||||||||||||
Convertible warrant exercise price | $ / shares | $ 0.52 | ||||||||||||||||||||||||
Fair value of the conversion feature | $ | $ 4,400,000 | ||||||||||||||||||||||||
Repaid, principal amount | $ | $ 2,300,000 | $ 1,000,000 | |||||||||||||||||||||||
Debt instrument conversion percentage | 0.10 | ||||||||||||||||||||||||
Extinguishment of debt, gain (loss), net of tax | $ | $ 1,865,000 | ||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||
Issuance of Shares, shares | shares | 107,985 | ||||||||||||||||||||||||
Investor [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Purchase of warrants | shares | 183,481 | ||||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 7 | ||||||||||||||||||||||||
Aggregate amount of debt | $ | $ 2,000,000 | ||||||||||||||||||||||||
Three Convertible Loan Agreements [Member] | Lender [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Paid-in-kind interest per annum | 6% | 6% | |||||||||||||||||||||||
Loan amount | $ | $ 5,000,000 | $ 9,150,000 | $ 9,150,000 | ||||||||||||||||||||||
Convertible warrant exercise price | $ / shares | $ 4.50 | $ 4.50 | |||||||||||||||||||||||
Purchase of warrants | shares | 408,335 | 408,335 | |||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 4.50 | $ 4.50 | |||||||||||||||||||||||
Second Amendment Convertible Loan Agreement [Member] | Yehuda Nir [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Purchase of warrants | shares | 1,111,111 | ||||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 2.50 | ||||||||||||||||||||||||
Nir Convertible Loan Agreements [Member] | Yehuda Nir [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Price per share | $ / shares | 2.50 | ||||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 4.50 | ||||||||||||||||||||||||
Four Convertible Loan Agreements [Member] | Lender [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Loan amount | $ | $ 3,000,000 | ||||||||||||||||||||||||
Amendment Convertible Loan Agreement [Member] | Ricky Neumann [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Purchase of warrants | shares | 666,666 | ||||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 2.50 | ||||||||||||||||||||||||
Neumann Convertible Loan Agreement [Member] | Ricky Neumann [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Price per share | $ / shares | 2.50 | ||||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 4.50 | ||||||||||||||||||||||||
Convertible Four Loan [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Loss on extinguishment of convertible loan | $ | $ 459,000 | ||||||||||||||||||||||||
Private Placement Subscription Agreement [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Convertible warrant exercise price | $ / shares | $ 7 | ||||||||||||||||||||||||
Private Placement Subscription Agreement [Member] | Investor [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Purchase of warrants | shares | 151,428 | ||||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 7 | $ 7 | |||||||||||||||||||||||
Aggregate amount of debt | $ | $ 250,000 | $ 5,000,000 | $ 250,000 | ||||||||||||||||||||||
Warrants amount | $ | $ 124,000 | ||||||||||||||||||||||||
Credit Line Agreements [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Paid-in-kind interest per annum | 8% | ||||||||||||||||||||||||
Convertible warrant exercise price | $ / shares | $ 7 | ||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | ||||||||||||||||||||||||
Repayments of lines of credit | $ | $ 150,000 | $ 750,000 | 1,400,000 | ||||||||||||||||||||||
Interest expense | $ | $ 29,000 | $ 124,000 | $ 31,000 | ||||||||||||||||||||||
Credit Line Agreements [Member] | Non US Investor [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Aggregate credit line amount | $ | $ 5,000,000 | ||||||||||||||||||||||||
Unsecured Convertible Note Agreements [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Maturity date | May 01, 2017 | May 01, 2017 | |||||||||||||||||||||||
Paid-in-kind interest per annum | 2% | 2% | |||||||||||||||||||||||
Aggregate amount of debt | $ 280,000 | ₪ 1 | |||||||||||||||||||||||
Senior Secured Convertible Loan Agreement [Member] | Lender [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Maturity date | Mar. 29, 2023 | ||||||||||||||||||||||||
Paid-in-kind interest per annum | 8% | ||||||||||||||||||||||||
Loan amount | $ | $ 125,000,000 | $ 10,000,000 | |||||||||||||||||||||||
Minimum [Member] | Second Amendment Convertible Loan Agreement [Member] | Yehuda Nir [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Paid-in-kind interest per annum | 6% | ||||||||||||||||||||||||
Minimum [Member] | Amendment Convertible Loan Agreement [Member] | Ricky Neumann [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Paid-in-kind interest per annum | 6% | ||||||||||||||||||||||||
Maximum [Member] | Second Amendment Convertible Loan Agreement [Member] | Yehuda Nir [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Paid-in-kind interest per annum | 10% | ||||||||||||||||||||||||
Maximum [Member] | Amendment Convertible Loan Agreement [Member] | Ricky Neumann [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Paid-in-kind interest per annum | 10% | ||||||||||||||||||||||||
Convertible Loans One [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Paid-in-kind interest per annum | 2% | 2% | |||||||||||||||||||||||
Loan amount | $ | $ 750,000 | $ 750,000 | |||||||||||||||||||||||
Issuance Year | 2018 | 2018 | [1] | ||||||||||||||||||||||
Maturity period | 5 years | 5 years | |||||||||||||||||||||||
Convertible warrant exercise price | $ / shares | $ 7 | $ 7 | |||||||||||||||||||||||
Fair value of the conversion feature | $ | $ 39,000 | ||||||||||||||||||||||||
Purchase of warrants | shares | 115,918 | ||||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 7 | ||||||||||||||||||||||||
Convertible Loans Two [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Loan amount | $ | $ 6,600,000 | $ 8,750,000 | |||||||||||||||||||||||
Issuance Year | 2019 | 2019 | [1] | ||||||||||||||||||||||
Convertible warrant exercise price | $ / shares | $ 7 | $ 7 | |||||||||||||||||||||||
Fair value of the conversion feature | $ | |||||||||||||||||||||||||
Purchase of warrants | shares | 1,011,781 | ||||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 7 | ||||||||||||||||||||||||
Convertible Loans Two [Member] | Minimum [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Paid-in-kind interest per annum | 6% | 6% | |||||||||||||||||||||||
Maturity period | 3 years | 3 years | |||||||||||||||||||||||
Convertible Loans Two [Member] | Maximum [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Paid-in-kind interest per annum | 8% | 8% | |||||||||||||||||||||||
Maturity period | 5 years | 5 years | |||||||||||||||||||||||
Convertible Loans Three [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Paid-in-kind interest per annum | 8% | 8% | |||||||||||||||||||||||
Loan amount | $ | $ 100,000 | $ 250,000 | |||||||||||||||||||||||
Issuance Year | 2020 | 2020 | [1] | ||||||||||||||||||||||
Maturity period | 3 years | 3 years | |||||||||||||||||||||||
Convertible warrant exercise price | $ / shares | $ 7 | $ 7 | |||||||||||||||||||||||
Fair value of the conversion feature | $ | |||||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 7 | ||||||||||||||||||||||||
Convertible Loans [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Loan amount | $ | $ 16,600,000 | $ 9,750,000 | |||||||||||||||||||||||
Convertible Loans Repaid One [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Paid-in-kind interest per annum | 8% | 8% | |||||||||||||||||||||||
Issuance Year | 2019 | 2019 | |||||||||||||||||||||||
Maturity period | 2 years 6 months | 3 years | |||||||||||||||||||||||
Convertible warrant exercise price | $ / shares | $ 7 | $ 7 | |||||||||||||||||||||||
Fair value of the conversion feature | $ | $ 31,000 | ||||||||||||||||||||||||
Repaid, principal amount | $ | $ 150,000 | $ 750,000 | |||||||||||||||||||||||
Convertible Loans Repaid Two [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Paid-in-kind interest per annum | 6% | 2% | |||||||||||||||||||||||
Issuance Year | 2019 | 2018 | |||||||||||||||||||||||
Maturity period | 3 years | 2 years | |||||||||||||||||||||||
Convertible warrant exercise price | $ / shares | $ 7 | $ 7 | |||||||||||||||||||||||
Fair value of the conversion feature | $ | |||||||||||||||||||||||||
Repaid, principal amount | $ | $ 50,000 | $ 250,000 | |||||||||||||||||||||||
Convertible Loans Repaid Three [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Paid-in-kind interest per annum | 8% | ||||||||||||||||||||||||
Issuance Year | 2020 | ||||||||||||||||||||||||
Maturity period | 2 years 6 months | ||||||||||||||||||||||||
Convertible warrant exercise price | $ / shares | $ 7 | ||||||||||||||||||||||||
Fair value of the conversion feature | $ | |||||||||||||||||||||||||
Repaid, principal amount | $ | $ 150,000 | ||||||||||||||||||||||||
Convertible Loans Repaid Four [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Issuance Year | 2019 | ||||||||||||||||||||||||
Maturity period | 3 years | ||||||||||||||||||||||||
Fair value of the conversion feature | $ | |||||||||||||||||||||||||
Repaid, principal amount | $ | $ 1,950,000 | ||||||||||||||||||||||||
Convertible Loans Repaid Four [Member] | Minimum [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Paid-in-kind interest per annum | 6% | ||||||||||||||||||||||||
Convertible warrant exercise price | $ / shares | $ 4.5 | ||||||||||||||||||||||||
Convertible Loans Repaid Four [Member] | Maximum [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Paid-in-kind interest per annum | 8% | ||||||||||||||||||||||||
Convertible warrant exercise price | $ / shares | $ 7 | ||||||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Maturity date | Jan. 31, 2026 | ||||||||||||||||||||||||
Paid-in-kind interest per annum | 10% | ||||||||||||||||||||||||
Price per share | $ / shares | $ 2.50 | ||||||||||||||||||||||||
Convertible warrant exercise price | $ / shares | $ 2.464 | ||||||||||||||||||||||||
Purchase of warrants | shares | 973,684 | ||||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 1.90 | ||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||
Subsequent Event [Member] | Convertibe Loan [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Convertible debt | $ | $ 12,250,000 | ||||||||||||||||||||||||
[1]Extended |
SCHEDULE OF LEASE-RELATED ASSET
SCHEDULE OF LEASE-RELATED ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Leases | ||
Operating lease right-of-use assets | $ 2,304 | $ 1,015 |
Property, plants and equipment, gross | 222 | 91 |
Accumulated depreciation | (68) | (33) |
Property and equipment, net | 154 | 58 |
Current maturities of operating leases | 542 | 481 |
Current maturities of long-term finance leases | 60 | 18 |
Non-current operating leases | 1,728 | 561 |
Long-term finance leases | $ 95 | $ 41 |
Weighted Average Remaining Lease Term, Operating leases | 4 years 8 months 12 days | 2 years 3 months 18 days |
Weighted Average Remaining Lease Term, Finance leases | 2 years 4 months 24 days | 3 years 2 months 12 days |
Weighted Average Discount Rate, Operating leases | 8% | 6.90% |
Weighted Average Discount Rate, Finance leases | 6.40% | 2% |
SCHEDULE OF LEASE COSTS (Detail
SCHEDULE OF LEASE COSTS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases | ||
Operating lease cost: | $ 546 | $ 514 |
Amortization of leased assets | 43 | 20 |
Interest on lease liabilities | 7 | 1 |
Total finance lease cost | $ 50 | $ 21 |
SCHEDULE OF SUPPLEMENTAL CASHFL
SCHEDULE OF SUPPLEMENTAL CASHFLOW INFORMATION (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases | ||
Cash paid for amounts included in the measurement of leases liabilities: Operating leases | $ 559 | $ 526 |
Cash paid for amounts included in the measurement of leases liabilities: Finance leases | 43 | 20 |
Right-of-use assets obtained in exchange for lease obligations: Operating leases | 432 | |
Right-of-use assets obtained in exchange for lease obligations: Finance leases | $ 136 |
SCHEDULE OF FINANCE LEASE LIABI
SCHEDULE OF FINANCE LEASE LIABILITIES AND OPERATING LEASE LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Leases | ||
Operating Leases, 2023 | $ 681 | |
Finance Lease, 2023 | 69 | |
Operating Leases, 2024 | 539 | |
Finance Lease, 2024 | 69 | |
Operating Leases, 2025 | 367 | |
Finance Lease, 2025 | 30 | |
Operating Leases, 2026 | 213 | |
Finance Lease, 2026 | ||
Operating Leases, 2027 | 213 | |
Thereafter | ||
Thereafter | 960 | |
Operating Leases, Total minimum lease payments | 2,973 | |
Finance Leases, Total minimum lease payments | 168 | |
Operating Leases, Less: amount of lease payments representing interest | (703) | |
Finance Lease, Less: amount of lease payments representing interest | (13) | |
Operating Leases, Present value of future minimum lease payments | 2,270 | |
Finance Lease, Present value of future minimum lease payments | 155 | |
Operating Leases, Less: Current leases obligations | (542) | $ (481) |
Finance Lease, Less: Current leases obligations | (60) | (18) |
Operating Leases, Long-term leases obligations | 1,728 | 561 |
Finance Lease, Long-term leases obligations | $ 95 | $ 41 |
SCHEDULE OF RIGHT-OF-USE ASSETS
SCHEDULE OF RIGHT-OF-USE ASSETS BY GEOGRAPHICAL LOCATION (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Operating lease right-of-use assets | $ 2,304 | $ 1,015 |
GREECE | ||
Operating lease right-of-use assets | 1,368 | |
KOREA, REPUBLIC OF | ||
Operating lease right-of-use assets | 218 | 432 |
ISRAEL | ||
Operating lease right-of-use assets | 580 | 365 |
UNITED STATES | ||
Operating lease right-of-use assets | $ 138 | $ 218 |
LEASES (Details Narrative)
LEASES (Details Narrative) | Dec. 31, 2022 |
Offices [Member] | |
Leasing contracts period | 5 years |
Minimum [Member] | Manufacturing Facility [Member] | |
Leasing contracts period | 3 years |
Minimum [Member] | Research andDevelopment Facilities [Member] | |
Leasing contracts period | 2 years |
Maximum [Member] | Manufacturing Facility [Member] | |
Leasing contracts period | 10 years |
Maximum [Member] | Research andDevelopment Facilities [Member] | |
Leasing contracts period | 5 years |
COMMITMENTS AND LICENSE AGREE_2
COMMITMENTS AND LICENSE AGREEMENTS (Details Narrative) $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||
Jan. 25, 2022 USD ($) | Apr. 02, 2019 USD ($) | Oct. 08, 2016 USD ($) | Oct. 08, 2016 EUR (€) | Sep. 09, 2015 USD ($) | Feb. 02, 2012 USD ($) shares | Dec. 31, 2020 USD ($) | Dec. 31, 2020 EUR (€) | Dec. 31, 2019 | Oct. 31, 2019 | Dec. 19, 2016 USD ($) | Dec. 19, 2016 EUR (€) | May 26, 2016 USD ($) | Apr. 30, 2016 USD ($) | Apr. 30, 2016 EUR (€) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 EUR (€) | Dec. 31, 2021 USD ($) | Dec. 31, 2021 EUR (€) | Dec. 31, 2020 USD ($) | Dec. 31, 2020 EUR (€) | Dec. 31, 2017 EUR (€) | Dec. 31, 2022 EUR (€) | Dec. 31, 2020 EUR (€) | Oct. 08, 2016 EUR (€) | Apr. 30, 2016 EUR (€) | Dec. 31, 2014 EUR (€) | Nov. 17, 2014 USD ($) | Nov. 17, 2014 EUR (€) | |
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Royalty of net sales percentage | 3.50% | 3.50% | |||||||||||||||||||||||||||
Grants receivable | € | € 18,000 | ||||||||||||||||||||||||||||
Advance payments on account of grant | $ 1,578 | $ 1,238 | |||||||||||||||||||||||||||
Recognized grant income | $ 36,025 | 35,502 | |||||||||||||||||||||||||||
Repayments of grant, percentage of gross sales | 5% | 5% | |||||||||||||||||||||||||||
Contract with customer liabilities | $ 120 | ||||||||||||||||||||||||||||
Restricted Cash | 609 | ||||||||||||||||||||||||||||
Research and Development Expense [Member] | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Recognized grant income | 73 | ||||||||||||||||||||||||||||
Research and development expenses | 27,066 | $ 36,644 | |||||||||||||||||||||||||||
HMGU [Member] | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Royalty of net sales percentage | 4% | 4% | |||||||||||||||||||||||||||
Royalty percentage on service revenue | 5% | 5% | |||||||||||||||||||||||||||
License and Research Agreement Yeda Research and Development Company Limited [Member] | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Annual license fee | $ 10 | ||||||||||||||||||||||||||||
License and research agreement description | 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 achievement of the dosing of a first patient in a Phase I Clinical Trial | ||||||||||||||||||||||||||||
Payment for milestone events | $ 50 | ||||||||||||||||||||||||||||
License and Research Agreement Yeda Research and Development Company Limited [Member] | FDA Marketing [Member] | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Payment for milestone events | 500 | ||||||||||||||||||||||||||||
License and Research Agreement Yeda Research and Development Company Limited [Member] | Non FDA Marketing [Member] | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Payment for milestone events | 350 | ||||||||||||||||||||||||||||
License and Research Agreement Yeda Research and Development Company Limited [Member] | Additional Non FDA Marketing [Member] | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Payment for milestone events | $ 250 | ||||||||||||||||||||||||||||
License Agreement [Member] | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Sublicensing fees percentage | 12% | 12% | |||||||||||||||||||||||||||
Investment term | 36 months | 36 months | |||||||||||||||||||||||||||
Savicell Agreement [Member] | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Royalty of net sales percentage | 10% | 10% | |||||||||||||||||||||||||||
Stromatis Agreement [Member] | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Revenue share percentage | 5% | 5% | |||||||||||||||||||||||||||
Cost of services, other research and development expenses | $ 500 | ||||||||||||||||||||||||||||
Royalty of net sales | € | € 200,000 | ||||||||||||||||||||||||||||
Tissue Genesis, LLC [Member] | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Royalty expense | $ 40 | ||||||||||||||||||||||||||||
Maximum [Member] | HMGU [Member] | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Royalty percentage on sublease revenue | 18% | 18% | |||||||||||||||||||||||||||
Maximum [Member] | License and Research Agreement Yeda Research and Development Company Limited [Member] | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Royalty of net sales percentage | 2% | ||||||||||||||||||||||||||||
Maximum [Member] | License Agreement [Member] | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Royalty of net sales percentage | 5% | 5% | |||||||||||||||||||||||||||
Royalty term | 15 years | 15 years | |||||||||||||||||||||||||||
Sublicense lease net sale percentage | 2% | 2% | |||||||||||||||||||||||||||
Maximum [Member] | Stromatis Agreement [Member] | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Royalty of net sales percentage | 12% | 12% | |||||||||||||||||||||||||||
Invested amount for development | $ 1,200 | ||||||||||||||||||||||||||||
Maximum [Member] | Tissue Genesis, LLC [Member] | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Future milestone payments | 500 | ||||||||||||||||||||||||||||
Royalty expense | 4,000 | ||||||||||||||||||||||||||||
Maximum [Member] | Caerus Therapeutics Inc [Member] | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Royalty of net sales percentage | 5% | ||||||||||||||||||||||||||||
Sublicensing fees percentage | 18% | ||||||||||||||||||||||||||||
Minimum [Member] | HMGU [Member] | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Royalty of net sales percentage | 3% | 3% | |||||||||||||||||||||||||||
Royalty percentage on sublease revenue | 10% | 10% | |||||||||||||||||||||||||||
Minimum [Member] | License Agreement [Member] | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Royalty of net sales percentage | 0.50% | 0.50% | |||||||||||||||||||||||||||
Invested amount for development | $ 2,000 | ||||||||||||||||||||||||||||
Europe [Member] | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Grants receivable | € | € 1,800,000 | ||||||||||||||||||||||||||||
Industrial Research Part of Research Program [Member] | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Grants receivable, percentage of budgeted costs | 70% | 70% | |||||||||||||||||||||||||||
Experimental Development Part of Research Program [Member] | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Grants receivable, percentage of budgeted costs | 60% | 60% | |||||||||||||||||||||||||||
Development of Potential Cure for Type One Diabetes [Member] | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Grants receivable | $ 1,500 | € 1,300,000 | |||||||||||||||||||||||||||
Research On Dermatitis Treatments And Wound Healing [Member] | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Research and development expenses | 262 | € 247,000 | |||||||||||||||||||||||||||
Department DeLaGestion Financiere Direction DeLanalyse Financiere [Member] | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Advance payments on account of grant | € | 74,000 | ||||||||||||||||||||||||||||
Other expenses | 167 | ||||||||||||||||||||||||||||
Other payables | 243 | ||||||||||||||||||||||||||||
Department DeLaGestion Financiere Direction DeLanalyse Financiere [Member] | Europe [Member] | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Advance payments on account of grant | € | € 1,209,000 | ||||||||||||||||||||||||||||
Department DeLaGestion Financiere Direction DeLanalyse Financiere [Member] | Research and Development of Potential Cure for Type One Diabetes [Member] | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Grants receivable | $ 2,400 | € 2,000,000 | |||||||||||||||||||||||||||
Department DeLaGestion Financiere Direction DeLanalyse Financiere [Member] | Research and Development of Potential Cure for Type One Diabetes [Member] | Revenue from Grants [Member] | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Recognized grant income | € | € 1,200,000 | ||||||||||||||||||||||||||||
Department DeLaGestion Financiere Direction DeLanalyse Financiere [Member] | Industrial Research Part of Research Program [Member] | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Grants receivable, noncurrent | € | 1,085,000 | ||||||||||||||||||||||||||||
Department DeLaGestion Financiere Direction DeLanalyse Financiere [Member] | Experimental Development Part of Research Program [Member] | Europe [Member] | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Grants receivable | € | € 930,000 | ||||||||||||||||||||||||||||
Department DeLaGestion Financiere Direction DeLanalyse Financiere [Member] | Development of Potential Cure for Type One Diabetes [Member] | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Grants receivable, percentage of budgeted costs | 55% | 55% | 55% | 55% | |||||||||||||||||||||||||
Recognized grant income | $ 7,000 | € 6,800,000 | |||||||||||||||||||||||||||
Deduction of research and development expenses | 537 | 438,000 | |||||||||||||||||||||||||||
Department DeLaGestion Financiere Direction DeLanalyse Financiere [Member] | Development of Potential Cure for Type One Diabetes [Member] | Revenue from Grants [Member] | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Recognized grant income | $ 800 | € 717,000 | |||||||||||||||||||||||||||
Department DeLaGestion Financiere Direction DeLanalyse Financiere [Member] | Development of Potential Cure for Type One Diabetes [Member] | Revenue from Grants [Member] | Belgian Subsidiary [Member] | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Recognized grant income | $ 537 | € 438,000 | |||||||||||||||||||||||||||
Department DeLaGestion Financiere Direction DeLanalyse Financiere [Member] | Gmp Production of Aip Cells for Two Clinical Trials Performed in Germany And Belgium [Member] | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Grants receivable | $ 12,800 | € 12,300,000 | |||||||||||||||||||||||||||
Recognized grant income | $ 2,000 | € 1,700,000 | |||||||||||||||||||||||||||
Department DeLaGestion Financiere Direction DeLanalyse Financiere [Member] | Research On Dermatitis Treatments And Wound Healing [Member] | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Grants receivable | $ 3,500 | $ 3,500 | |||||||||||||||||||||||||||
Grants receivable, percentage of budgeted costs | 60% | 60% | 60% | ||||||||||||||||||||||||||
Recognized grant income | $ 2,100 | $ 445 | $ 366 | ||||||||||||||||||||||||||
Department DeLaGestion Financiere Direction DeLanalyse Financiere [Member] | Research On Dermatitis Treatments And Wound Healing [Member] | Europe [Member] | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Grants receivable | € | € 2,900,000 | ||||||||||||||||||||||||||||
Recognized grant income | € | € 1,700,000 | € 392,000 | € 30,100,000 | ||||||||||||||||||||||||||
Israelus Binational Industrial Research And Development Foundation [Member] | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Grants receivable, noncurrent | $ 400 | ||||||||||||||||||||||||||||
Recognized grant income | $ 299 | ||||||||||||||||||||||||||||
Repayments of grant, percentage of gross sales | 5% | ||||||||||||||||||||||||||||
Korea israel Industrial Research And Development Foundation [Member] | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Grants receivable, noncurrent | $ 400 | ||||||||||||||||||||||||||||
Recognized grant income | 597 | ||||||||||||||||||||||||||||
Repayments of grant, percentage of gross sales | 2.50% | ||||||||||||||||||||||||||||
OBI [Member] | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Grants receivable, noncurrent | $ 425 | ||||||||||||||||||||||||||||
European Innovation Council And SMEs Executive Agency [Member] | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Grants receivable | € | 3,999,000 | ||||||||||||||||||||||||||||
European Innovation Council And SMEs Executive Agency [Member] | Grant Funding Agreement [Member] | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Working capital | € | 1,192,000 | ||||||||||||||||||||||||||||
Working capital | € | 582,000 | ||||||||||||||||||||||||||||
European Innovation Council And SMEs Executive Agency [Member] | Maximum [Member] | Grant Funding Agreement [Member] | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Recognized grant income | € | € 1,179,000 | ||||||||||||||||||||||||||||
European Innovation Council And SMEs Executive Agency [Member] | Grants From Other [Member] | Grant Funding Agreement [Member] | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Working capital | € | € 1,338,000 | ||||||||||||||||||||||||||||
TelHashomer Medical Research Infrastructure and Services Ltd Thm [Member] | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Royalty of net sales percentage | 3.50% | ||||||||||||||||||||||||||||
Sublicensing fees percentage | 16% | ||||||||||||||||||||||||||||
Annual license fee | $ 15 | ||||||||||||||||||||||||||||
Commitment, shares of common stock | shares | 463,651 | ||||||||||||||||||||||||||||
Commitment, shares of common stock of Israeli subsidiary | shares | 1,000 | ||||||||||||||||||||||||||||
TelHashomer Medical Research Infrastructure and Services Ltd Thm [Member] | Phase I Clinical Trials [Member] | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Milestone payments | $ 50 | ||||||||||||||||||||||||||||
TelHashomer Medical Research Infrastructure and Services Ltd Thm [Member] | Phase II Clinical Trials [Member] | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Milestone payments | 50 | ||||||||||||||||||||||||||||
TelHashomer Medical Research Infrastructure and Services Ltd Thm [Member] | Phase III Clinical Trials [Member] | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Milestone payments | 150 | ||||||||||||||||||||||||||||
TelHashomer Medical Research Infrastructure and Services Ltd Thm [Member] | First Product by the FDA [Member] | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Milestone payments | 750 | ||||||||||||||||||||||||||||
TelHashomer Medical Research Infrastructure and Services Ltd Thm [Member] | Worldwide Net Sales of Products [Member] | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Milestone payments | 2,000 | ||||||||||||||||||||||||||||
TelHashomer Medical Research Infrastructure and Services Ltd Thm [Member] | Sales Milestone [Member] | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Milestone payments | $ 150,000 | ||||||||||||||||||||||||||||
Columbia License Agreement [Member] | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Royalty of net sales percentage | 5% | ||||||||||||||||||||||||||||
Royalty of net sales of other product percentage | 2.50% | ||||||||||||||||||||||||||||
Payment of fee upon the achievement of each regulatory milestone | $ 100 | ||||||||||||||||||||||||||||
California University Joint Research Agreement [Member] | Maximum [Member] | |||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||
Royalty of net sales percentage | 5% | ||||||||||||||||||||||||||||
Sublicensing fees percentage | 20% |
COLLABORATIONS (Details Narrati
COLLABORATIONS (Details Narrative) $ in Thousands, € in Millions | 1 Months Ended | 12 Months Ended | ||||
Nov. 30, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) ft² | Dec. 31, 2022 EUR (€) | Dec. 31, 2021 EUR (€) ft² | Aug. 24, 2021 USD ($) | |
Loss Contingencies [Line Items] | ||||||
Leasehold improvements | $ 5,000 | |||||
Payments for rent | $ 260 | |||||
Lease term | 10 years | 10 years | ||||
Royalty of net sales, percentage | 3.50% | |||||
Interest Rate | 8% | 8% | ||||
Royalties rate | 15% | |||||
Loan payable | € | € 2 | € 2 | ||||
Revacel Srl [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Equity method investment ownership percentage | 51% | 51% | ||||
Revatis SA [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Equity method investment ownership percentage | 49% | 49% | ||||
Theracell Laboratories Ltd [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Line of credit | $ 800 | |||||
Mircod Biotech Inc [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Line of credit | $ 5,000 | |||||
Interest Rate | 6% | |||||
Line of credit facility current borrowing capacity | $ 435 | $ 1,640 | ||||
Image Securities FZC [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Line of credit | $ 5,000 | |||||
Interest Rate | 6% | |||||
Line of credit facility current borrowing capacity | $ 2,700 | |||||
Educell [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Line of credit | 1,200 | |||||
Maturity Period | 5 years | |||||
Interest Rate | 4.50% | 4.50% | ||||
Line of credit facility current borrowing capacity | $ 970 | |||||
Broaden Joint Venture Agreement [Member] | Maryl and Subsidiary [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Royalty of net sales, percentage | 10% | |||||
Maximum [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Payments for rent | $ 324 | |||||
Maximum [Member] | Broaden Joint Venture Agreement [Member] | Maryl and Subsidiary [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Interest in joint venture | 51% | 51% | ||||
Minimum [Member] | Broaden Joint Venture Agreement [Member] | Maryl and Subsidiary [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Interest in joint venture | 49% | 49% | ||||
Royalty of net sales, percentage | 15% | |||||
Johns Hopkins University [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Rentable area | ft² | 6,830 | 6,830 | ||||
Payments for initial leasehold improvements | $ 1,976 | |||||
Joint Venture Agreement [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Line of credit | $ 4,132 | |||||
Maturity Period | 3 years | |||||
Interest Rate | 8% | |||||
Joint Venture Agreement [Member] | Revatis SA [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Interest Rate | 8% | 8% | ||||
Joint Venture Agreement [Member] | Deep Med IO Ltd [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Interest Rate | 6% | |||||
Loan repayable term | 5 years | |||||
Joint venture transferred amount | $ 1,900 |
SCHEDULE OF ASSETS ACQUIRED AND
SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Restructuring Cost and Reserve [Line Items] | |
Total net liabilities | $ 2,706 |
Non controlling interests | 1 |
TLABS [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Cash and cash equivalents | 147 |
Prepaid expenses and other receivables | 133 |
Orgenesis accounts receivable | 241 |
Other long-term assets | 281 |
Property, plant and equipment, net | 858 |
Investments in associates, net | 19 |
Operating lease right of use assets | 1,368 |
Advanced payment for accounts payable | 366 |
Total assets | 3,413 |
Operating leases | 1,368 |
Orgenesis loan | 4,567 |
Other payable | 184 |
Total liabilities | 6,119 |
Total net liabilities | $ 1,353 |
SCHEDULE OF CHANGES IN INVESTME
SCHEDULE OF CHANGES IN INVESTMENTS AND LOAN (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Investments in and Advances to Affiliates [Abstract] | ||
Opening balance | $ 584 | $ 175 |
Investments during the period | 260 | |
Loan to granted associates | 4,131 | 441 |
Business Combinations | (3,156) | |
Interest from loans to associates | 161 | 2 |
Share in net loss of associated companies | (1,508) | (272) |
Exchange rate differences | (77) | (22) |
Total | $ 135 | $ 584 |
INVESTMENTS AND LOANS TO ASSO_3
INVESTMENTS AND LOANS TO ASSOCIATES, NET (Details Narrative) - EUR (€) € in Millions | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of Investments [Line Items] | |||
Loan payable | € 2 | € 2 | |
Interest Rate | 8% | ||
TLABS [Member] | |||
Schedule of Investments [Line Items] | |||
Equity method investment, ownership percentage | 50% | ||
TLABS [Member] | Theracell Laboratries [Member] | |||
Schedule of Investments [Line Items] | |||
Equity method investment, ownership percentage | 50% | ||
Butterfly Biosciences Sarl [Member] | |||
Schedule of Investments [Line Items] | |||
Equity method investment, ownership percentage | 49% | ||
Butterfly Biosciences Sarl [Member] | Kidney Cure [Member] | |||
Schedule of Investments [Line Items] | |||
Equity method investment, ownership percentage | 51% | ||
Revacel Srl [Member] | |||
Schedule of Investments [Line Items] | |||
Equity method investment, ownership percentage | 51% | ||
Revacel Srl [Member] | Revatis [Member] | |||
Schedule of Investments [Line Items] | |||
Equity method investment, ownership percentage | 49% |
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, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Net loss attributable to Orgenesis Inc. | $ 14,889 | $ 18,053 |
Weighted average number of common shares outstanding | 25,096,284 | 24,273,658 |
Net loss per share | $ 0.59 | $ 0.74 |
INCOME (LOSS) PER SHARE (Detail
INCOME (LOSS) PER SHARE (Details Narrative) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
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 | 6,753,539 | 5,919,739 |
Shares upon Conversion of Convertible Loans [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 3,097,691 | 1,518,397 |
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, 2022 | Dec. 31, 2021 | |
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | ||
No. of options granted | 524,900 | 361,650 |
Exercise price | $ 1.98 | $ 4.19 |
Employees [Member] | ||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | ||
No. of options granted | 440,250 | 277,000 |
Stock options vesting period description | two years | two years |
Fair value at grant | $ 559 | $ 812 |
Expiration period | 10 years | 10 years |
Employees [Member] | Minimum [Member] | ||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | ||
Exercise price | $ 2 | $ 2.96 |
Employees [Member] | Maximum [Member] | ||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | ||
Exercise price | $ 2.01 | $ 5.12 |
Director [Member] | ||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | ||
No. of options granted | 84,650 | 84,650 |
Exercise price | $ 1.86 | $ 2.89 |
Stock options vesting period description | On the one-year anniversary | On the one-year anniversary |
Fair value at grant | $ 100 | $ 149 |
Expiration period | 10 years | 10 years |
SCHEDULE OF STOCK OPTIONS, VALU
SCHEDULE OF STOCK OPTIONS, VALUATION ASSUMPTIONS (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Options Granted To Employees [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Dividend yield | 0% | 0% |
Options Granted To Non Employees [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Value of one common share | $ 2 | $ 2.96 |
Dividend yield | 0% | 0% |
Expected stock price volatility | 84% | 145% |
Risk free interest rate | 1.47% | |
Expected term (years) | 10 years | 10 years |
Minimum [Member] | Options Granted To Employees [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Value of one common share | $ 1.86 | $ 2.89 |
Expected stock price volatility | 70% | 71% |
Risk free interest rate | 3.61% | 0.96% |
Expected term (years) | 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] | ||
Risk free interest rate | 3.60% | |
Maximum [Member] | Options Granted To Employees [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Value of one common share | $ 2.01 | $ 5.12 |
Expected stock price volatility | 71% | 77% |
Risk free interest rate | 3.85% | 1.34% |
Expected term (years) | 5 years 6 months 21 days | 5 years 6 months 21 days |
Maximum [Member] | Options Granted To Non Employees [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Risk free interest rate | 3.61% |
SCHEDULE OF STOCK OPTIONS ACTIV
SCHEDULE OF STOCK OPTIONS ACTIVITY (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | ||
Weighted Average Exercise Price - Options exercisable at end of the year | $ 0.012 | $ 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 | 3,210,005 | 2,917,667 |
Weighted Average Exercise Price - Options outstanding at the beginning of the year | $ 4.05 | $ 4.05 |
Number of Options - Granted | 524,900 | 361,650 |
Weighted Average Exercise Price - Granted | $ 1.98 | $ 4.19 |
Number of Options - Exercised | (510,017) | (13,750) |
Weighted Average Exercise Price - Exercised | $ 0.01 | $ 4.63 |
Number of Options - Expired | (125,426) | (20,813) |
Weighted Average Exercise Price - Expired | $ 8.8 | $ 5.67 |
Number of Options - Forfeited | (63,997) | (34,749) |
Weighted Average Exercise Price - Forfeited | $ 4.13 | $ 4.67 |
Number of Options - Cancelled | ||
Weighted Average Exercise Price - Cancelled | ||
Number of Options - Options outstanding at the end of the year | 3,035,465 | 3,210,005 |
Weighted Average Exercise Price - Options outstanding at the end of the yea | $ 4.17 | $ 4.05 |
Number of Options - Options exercisable at end of the year | 2,565,919 | 2,777,563 |
Weighted Average Exercise Price - Options exercisable at end of the year | $ 4.51 | $ 4 |
Number of Options - Expired | 125,426 | 20,813 |
Number of Options - Forfeited | 63,997 | 34,749 |
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 | 547,691 | 549,141 |
Weighted Average Exercise Price - Options outstanding at the beginning of the year | $ 5.89 | $ 5.89 |
Number of Options - Granted | 28,335 | 7,500 |
Weighted Average Exercise Price - Granted | $ 2 | $ 2.96 |
Number of Options - Expired | (58,851) | |
Weighted Average Exercise Price - Expired | $ 12.85 | |
Number of Options - Forfeited | (8,950) | |
Weighted Average Exercise Price - Forfeited | $ 3.88 | |
Number of Options - Cancelled | ||
Weighted Average Exercise Price - Cancelled | ||
Number of Options - Options outstanding at the end of the year | 517,175 | 547,691 |
Weighted Average Exercise Price - Options outstanding at the end of the yea | $ 4.88 | $ 5.89 |
Number of Options - Options exercisable at end of the year | 453,005 | 467,689 |
Weighted Average Exercise Price - Options exercisable at end of the year | $ 5.11 | $ 6.20 |
Number of Options - Expired | 58,851 | |
Number of Options - Forfeited | 8,950 |
SCHEDULE OF STOCK OPTIONS ACT_2
SCHEDULE OF STOCK OPTIONS ACTIVITY (Details) (Parenthetical) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Share-based payment arrangement, after forfeiture | $ 6 | $ 64 |
Grants in period | 510,017 | 13,750 |
Weighted average exercise price | $ 0.012 | $ 4.63 |
SCHEDULE OF STOCK OPTIONS EXERC
SCHEDULE OF STOCK OPTIONS EXERCISABLE (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Options Granted To Employees [Member] | |||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||
Exercise Price | $ 4.17 | $ 4.05 | $ 4.05 |
Number of Outstanding Options | 3,035,465 | 3,210,005 | 2,917,667 |
Weighted Average Remaining Contractual Life | 6 years 2 months 23 days | ||
Aggregate Intrinsic Value | $ 456 | ||
Number of Exercisable Options | 2,565,919 | 2,777,563 | |
Aggregate Exercisable Options Value | $ 11,584 | ||
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 | 230,189,000 | ||
Weighted Average Remaining Contractual Life | 1 year 7 months 20 days | ||
Aggregate Intrinsic Value | $ 449 | ||
Number of Exercisable Options | 230,189,000 | ||
Aggregate Exercisable Options Value | |||
Options Granted To Employees [Member] | Exercise Price Two [Member] | |||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||
Exercise Price | $ 1.86 | ||
Number of Outstanding Options | 84,650,000 | ||
Weighted Average Remaining Contractual Life | 9 years 11 months 26 days | ||
Aggregate Intrinsic Value | $ 7 | ||
Number of Exercisable Options | |||
Aggregate Exercisable Options Value | |||
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 | 84,650,000 | ||
Weighted Average Remaining Contractual Life | 8 years 11 months 15 days | ||
Aggregate Intrinsic Value | |||
Number of Exercisable Options | 84,650,000 | ||
Aggregate Exercisable Options Value | $ 245 | ||
Options Granted To Employees [Member] | Exercise Price Four [Member] | |||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||
Exercise Price | $ 2 | ||
Number of Outstanding Options | 357,252,000 | ||
Weighted Average Remaining Contractual Life | 9 years 5 months 1 day | ||
Aggregate Intrinsic Value | |||
Number of Exercisable Options | 90,440,000 | ||
Aggregate Exercisable Options Value | $ 181 | ||
Options Granted To Employees [Member] | Exercise Price Five [Member] | |||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||
Exercise Price | $ 2.01 | ||
Number of Outstanding Options | 72,500,000 | ||
Weighted Average Remaining Contractual Life | 9 years 11 months 15 days | ||
Aggregate Intrinsic Value | |||
Number of Exercisable Options | |||
Aggregate Exercisable Options Value | |||
Options Granted To Employees [Member] | Exercise Price Six [Member] | |||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||
Exercise Price | $ 2.96 | ||
Number of Outstanding Options | 53,125,000 | ||
Weighted Average Remaining Contractual Life | 8 years 7 months 13 days | ||
Aggregate Intrinsic Value | |||
Number of Exercisable Options | 53,125,000 | ||
Aggregate Exercisable Options Value | $ 157 | ||
Options Granted To Employees [Member] | Exercise Price Seven [Member] | |||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||
Exercise Price | $ 2.99 | ||
Number of Outstanding Options | 429,950,000 | ||
Weighted Average Remaining Contractual Life | 7 years 2 months 1 day | ||
Aggregate Intrinsic Value | |||
Number of Exercisable Options | 429,950,000 | ||
Aggregate Exercisable Options Value | $ 1,286 | ||
Options Granted To Employees [Member] | Exercise Price Nine [Member] | |||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||
Exercise Price | $ 3.14 | ||
Number of Outstanding Options | 2,500,000 | ||
Weighted Average Remaining Contractual Life | 6 years 10 months 28 days | ||
Aggregate Intrinsic Value | |||
Number of Exercisable Options | 2,500,000 | ||
Aggregate Exercisable Options Value | $ 8 | ||
Options Granted To Employees [Member] | Exercise Price Ten [Member] | |||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||
Exercise Price | $ 4.42 | ||
Number of Outstanding Options | 50,000,000 | ||
Weighted Average Remaining Contractual Life | 4 years 11 months 4 days | ||
Aggregate Intrinsic Value | |||
Number of Exercisable Options | 50,000,000 | ||
Aggregate Exercisable Options Value | $ 221 | ||
Options Granted To Employees [Member] | Exercise Price Eleven [Member] | |||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||
Exercise Price | $ 4.5 | ||
Number of Outstanding Options | 32,500,000 | ||
Weighted Average Remaining Contractual Life | 6 years 5 months 19 days | ||
Aggregate Intrinsic Value | |||
Number of Exercisable Options | 32,500,000 | ||
Aggregate Exercisable Options Value | $ 146 | ||
Options Granted To Employees [Member] | Exercise Price Twelve [Member] | |||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||
Exercise Price | $ 4.6 | ||
Number of Outstanding Options | 157,488,000 | ||
Weighted Average Remaining Contractual Life | 7 years 2 months 12 days | ||
Aggregate Intrinsic Value | |||
Number of Exercisable Options | 157,488,000 | ||
Aggregate Exercisable Options Value | $ 724 | ||
Options Granted To Employees [Member] | Exercise Price Thirteen [Member] | |||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||
Exercise Price | $ 4.7 | ||
Number of Outstanding Options | 6,250,000 | ||
Weighted Average Remaining Contractual Life | 7 years 10 days | ||
Aggregate Intrinsic Value | |||
Number of Exercisable Options | 4,167,000 | ||
Aggregate Exercisable Options Value | $ 20 | ||
Options Granted To Employees [Member] | Exercise Price Fourteen [Member] | |||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||
Exercise Price | $ 4.8 | ||
Number of Outstanding Options | 483,337,000 | ||
Weighted Average Remaining Contractual Life | 3 years 11 months 8 days | ||
Aggregate Intrinsic Value | |||
Number of Exercisable Options | 483,337,000 | ||
Aggregate Exercisable Options Value | $ 2,320 | ||
Options Granted To Employees [Member] | Exercise Price Fifteen [Member] | |||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||
Exercise Price | $ 5.02 | ||
Number of Outstanding Options | 58,563,000 | ||
Weighted Average Remaining Contractual Life | 7 years 4 months 24 days | ||
Aggregate Intrinsic Value | |||
Number of Exercisable Options | 40,188,000 | ||
Aggregate Exercisable Options Value | $ 202 | ||
Options Granted To Employees [Member] | Exercise Price Sixteen [Member] | |||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||
Exercise Price | $ 5.07 | ||
Number of Outstanding Options | 51,000,000 | ||
Weighted Average Remaining Contractual Life | 6 years 10 days | ||
Aggregate Intrinsic Value | |||
Number of Exercisable Options | 51,000,000 | ||
Aggregate Exercisable Options Value | $ 259 | ||
Options Granted To Employees [Member] | Exercise Price Seventeen [Member] | |||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||
Exercise Price | $ 5.1 | ||
Number of Outstanding Options | 57,375,000 | ||
Weighted Average Remaining Contractual Life | 6 years 14 days | ||
Aggregate Intrinsic Value | |||
Number of Exercisable Options | 57,375,000 | ||
Aggregate Exercisable Options Value | $ 293 | ||
Options Granted To Employees [Member] | Exercise Price Eighteen [Member] | |||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||
Exercise Price | $ 5.12 | ||
Number of Outstanding Options | 109,250,000 | ||
Weighted Average Remaining Contractual Life | 7 years 9 months 21 days | ||
Aggregate Intrinsic Value | |||
Number of Exercisable Options | 84,125,000 | ||
Aggregate Exercisable Options Value | $ 431 | ||
Options Granted To Employees [Member] | Exercise Price Nineteen [Member] | |||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||
Exercise Price | $ 5.99 | ||
Number of Outstanding Options | 317,050,000 | ||
Weighted Average Remaining Contractual Life | 5 years 9 months 21 days | ||
Aggregate Intrinsic Value | |||
Number of Exercisable Options | 317,049,000 | ||
Aggregate Exercisable Options Value | $ 1,898 | ||
Options Granted To Employees [Member] | Exercise Price Twenty [Member] | |||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||
Exercise Price | $ 6 | ||
Number of Outstanding Options | 16,667,000 | ||
Weighted Average Remaining Contractual Life | 1 year 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 Twenty One [Member] | |||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||
Exercise Price | $ 6.84 | ||
Number of Outstanding Options | 12,000,000 | ||
Weighted Average Remaining Contractual Life | 7 years 4 months 17 days | ||
Aggregate Intrinsic Value | |||
Number of Exercisable Options | 12,000,000 | ||
Aggregate Exercisable Options Value | $ 82 | ||
Options Granted To Employees [Member] | Exercise Price Twenty Two [Member] | |||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||
Exercise Price | $ 7.2 | ||
Number of Outstanding Options | 83,334,000 | ||
Weighted Average Remaining Contractual Life | 4 years 5 months 4 days | ||
Aggregate Intrinsic Value | |||
Number of Exercisable Options | 83,334,000 | ||
Aggregate Exercisable Options Value | $ 600 | ||
Options Granted To Employees [Member] | Exercise Price Twenty Three [Member] | |||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||
Exercise Price | $ 8.36 | ||
Number of Outstanding Options | 250,001,000 | ||
Weighted Average Remaining Contractual Life | 5 years 6 months | ||
Aggregate Intrinsic Value | |||
Number of Exercisable Options | 250,001,000 | ||
Aggregate Exercisable Options Value | $ 2,090 | ||
Options Granted To Employees [Member] | Exercise Price Twenty Four [Member] | |||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||
Exercise Price | $ 8.91 | ||
Number of Outstanding Options | 15,000,000 | ||
Weighted Average Remaining Contractual Life | 5 years 5 months 15 days | ||
Aggregate Intrinsic Value | |||
Number of Exercisable Options | 15,000,000 | ||
Aggregate Exercisable Options Value | $ 134 | ||
Options Granted To Employees [Member] | Exercise Price Twenty Five [Member] | |||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||
Exercise Price | $ 9 | ||
Number of Outstanding Options | 20,834,000 | ||
Weighted Average Remaining Contractual Life | 6 months 14 days | ||
Aggregate Intrinsic Value | |||
Number of Exercisable Options | 20,834,000 | ||
Aggregate Exercisable Options Value | $ 187 | ||
Options Granted To Non Employees [Member] | |||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||
Exercise Price | $ 4.88 | $ 5.89 | $ 5.89 |
Number of Outstanding Options | 517,175 | 547,691 | 549,141 |
Weighted Average Remaining Contractual Life | 4 years 10 months 20 days | ||
Aggregate Intrinsic Value | |||
Number of Exercisable Options | 453,005 | 467,689 | |
Aggregate Exercisable Options Value | $ 2,314 | ||
Options Granted To Non Employees [Member] | Exercise Price One [Member] | |||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||
Exercise Price | $ 2 | ||
Number of Outstanding Options | 28,335 | ||
Weighted Average Remaining Contractual Life | 9 years 5 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 | $ 2.96 | ||
Number of Outstanding Options | 7,500 | ||
Weighted Average Remaining Contractual Life | 8 years 11 months 15 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 | $ 2.99 | ||
Number of Outstanding Options | 35,000 | ||
Weighted Average Remaining Contractual Life | 7 years 2 months 19 days | ||
Aggregate Intrinsic Value | |||
Number of Exercisable Options | 35,000 | ||
Aggregate Exercisable Options Value | $ 105 | ||
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 | 3 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 | 6 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 | 4 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 | 6 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 Nine [Member] | |||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||
Exercise Price | $ 4.6 | ||
Number of Outstanding Options | 20,000 | ||
Weighted Average Remaining Contractual Life | 7 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 Ten [Member] | |||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||
Exercise Price | $ 4.8 | ||
Number of Outstanding Options | 16,668 | ||
Weighted Average Remaining Contractual Life | 3 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 Eleven [Member] | |||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||
Exercise Price | $ 5.07 | ||
Number of Outstanding Options | 5,000 | ||
Weighted Average Remaining Contractual Life | 6 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 Twelve [Member] | |||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||
Exercise Price | $ 5.3 | ||
Number of Outstanding Options | 15,000 | ||
Weighted Average Remaining Contractual Life | 5 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 Thirteen [Member] | |||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||
Exercise Price | $ 5.99 | ||
Number of Outstanding Options | 16,670 | ||
Weighted Average Remaining Contractual Life | 5 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 Fourteen [Member] | |||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||
Exercise Price | $ 6 | ||
Number of Outstanding Options | 90,000 | ||
Weighted Average Remaining Contractual Life | 1 year 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 Fifteen [Member] | |||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||
Exercise Price | $ 6.84 | ||
Number of Outstanding Options | 7,500 | ||
Weighted Average Remaining Contractual Life | 7 years 4 months 17 days | ||
Aggregate Intrinsic Value | |||
Number of Exercisable Options | 7,500 | ||
Aggregate Exercisable Options Value | $ 51 | ||
Options Granted To Non Employees [Member] | Exercise Price Sixteen [Member] | |||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||
Exercise Price | $ 7 | ||
Number of Outstanding Options | 70,000 | ||
Weighted Average Remaining Contractual Life | 6 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 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 | 5 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 | 5 years 18 days | ||
Aggregate Intrinsic Value | |||
Number of Exercisable Options | 8,333 | ||
Aggregate Exercisable Options Value | $ 70 | ||
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 | 3 months 3 days | ||
Aggregate Intrinsic Value | |||
Number of Exercisable Options | 8,334 | ||
Aggregate Exercisable Options Value | $ 96 |
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, 2022 | Dec. 31, 2021 | |
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | ||
Number of options granted | 28,335 | 7,500 |
Exercise price | $ 2 | $ 2.96 |
Vesting peirod description | P2Y | P2Y |
Fair value at grant | $ 48 | $ 22 |
Expiration period | 10 years | 10 years |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
May 23, 2012 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based compensation arrangement by share-based payment award, options, outstanding, number | 510,017 | 13,750 | |
Stock-based compensation | $ 982 | $ 1,745 | |
Common Stock [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of common stock for services | 25,000 | ||
Masthercell Global [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Unrecognized compensation costs | $ 670 | ||
Expiration period | 2 years | ||
Options Granted to Employees and Directors [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock-based compensation | $ 917 | $ 1,349 | |
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 | 4 years 10 months 20 days | ||
Stock-based compensation | $ 64 | $ 122 | |
Unrecognized compensation costs | $ 115 | ||
Expiration period | 3 years 10 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 | ||
Share-based compensation arrangement by share-based payment award, options, outstanding, number | 3,023,518 | ||
Options available for grants | 450,164 | ||
2017 Equity Incentive Plan [Member] | Maximum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based compensation, shares authorized under stock option plans, exercise price range, outstanding options, weighted average remaining contractual term | 10 years | ||
Global Share Incentive Plan 2012 [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based compensation arrangement by share-based payment award, number of shares authorized | 1,000,000 | ||
Share-based compensation arrangement by share-based payment award, options, outstanding, number | 1,415,008 | ||
Options available for grants | 161,974 | ||
Global Share Incentive Plan 2012 [Member] | Maximum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based compensation, shares authorized under stock option plans, exercise price range, outstanding options, weighted average remaining contractual term | 10 years |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | |||
Net operating loss carry forwards | $ 10,387 | $ 11,451 | |
Research and development expenses | 1,893 | 1,273 | |
Equity compensation | 1,616 | 2,631 | |
Employee benefits | 191 | 197 | |
Property, plants and equipment | (55) | (206) | |
Leases asset | 191 | 186 | |
Lease liability | (132) | (134) | |
Loans | 50 | 26 | |
Partnership Investment | 2,582 | ||
Intangible assets | (2,252) | (2,738) | |
Other | 385 | 119 | |
Deferred tax assets gross | 14,856 | 12,805 | |
Valuation allowance | (14,753) | (12,805) | $ (11,932) |
Net deferred tax liabilities | $ 103 |
SCHEDULE OF VALUATION ALLOWANCE
SCHEDULE OF VALUATION ALLOWANCE ACTIVITY (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Balance at the beginning of year | $ (12,805) | $ (11,932) |
Change during the year | (1,948) | (873) |
Balance at end of year | $ (14,753) | $ (12,805) |
TAXES (Details Narrative)
TAXES (Details Narrative) € in Millions, ₩ in Millions, $ in Millions | 12 Months Ended | ||||
Dec. 31, 2022 KRW (₩) | Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 EUR (€) | Dec. 31, 2022 KRW (₩) | |
Operating Loss Carryforwards [Line Items] | |||||
Operating loss carryforwards | $ | $ 29 | $ 22 | |||
UNITED STATES | |||||
Operating Loss Carryforwards [Line Items] | |||||
Effective income tax rate reconciliation, at income tax rate | 21% | ||||
ISRAEL | |||||
Operating Loss Carryforwards [Line Items] | |||||
Effective income tax rate reconciliation, at income tax rate | 23% | 23% | |||
Operating loss carryforwards | $ | $ 11 | 10 | |||
BELGIUM | |||||
Operating Loss Carryforwards [Line Items] | |||||
Effective income tax rate reconciliation, at income tax rate | 25% | 25% | |||
Operating loss carryforwards | $ | $ 8 | 7 | |||
BELGIUM | Europe [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Operating loss carryforwards | € | € 7 | ||||
Accumulated tax loss carryforward deductions | € | € 1 | ||||
KOREA, REPUBLIC OF | |||||
Operating Loss Carryforwards [Line Items] | |||||
Operating loss carryforwards | $ | $ 3 | $ 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% | ||||
Taxable income | ₩ 200 | ||||
Effective income tax rate reconciliation, at local income tax rate | 1% | ||||
KOREA, REPUBLIC OF | Up to KRW 20 Billion [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Effective income tax rate reconciliation, at income tax rate | 20% | ||||
Taxable income | ₩ 20,000 | ||||
KOREA, REPUBLIC OF | UpTo Krw Three Zero Billion [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Effective income tax rate reconciliation, at income tax rate | 22% | ||||
KOREA, REPUBLIC OF | Up to KRW 300 Billion [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Taxable income | ₩ 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% | ||||
Taxable income | ₩ 300,000 | ||||
Effective income tax rate reconciliation, at local income tax rate | 2.50% | ||||
KOREA, REPUBLIC OF | Upto Two Zero Billion [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Taxable income | ₩ 200 | ||||
Effective income tax rate reconciliation, at local income tax rate | 2% | ||||
KOREA, REPUBLIC OF | Over krw three zero zero billion [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Taxable income | ₩ 20,000 | ||||
KOREA, REPUBLIC OF | KRW [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Operating loss carryforwards | ₩ 4,404 |
SCHEDULE OF DISAGGREGATION OF R
SCHEDULE OF DISAGGREGATION OF REVENUE (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Revenue total | $ 36,025 | $ 35,502 |
POC and Hospital Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue total | 14,894 | 32,192 |
Cell Process Development Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue total | 11,212 | 3,310 |
POCare Cell Processing [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue total | $ 9,919 |
SCHEDULE OF BREAKDOWN OF REVENU
SCHEDULE OF BREAKDOWN OF REVENUES PER CUSTOMER (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Revenue earned | $ 34,741 | $ 31,646 |
Customer A [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue earned | 8,936 | 4,693 |
Customers B [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue earned | 8,316 | 6,491 |
Customer C [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue earned | 5,271 | 6,969 |
Customer D [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue earned | $ 3,873 | $ 7,703 |
SCHEDULE OF ACTIVITY FOR TRADE
SCHEDULE OF ACTIVITY FOR TRADE RECEIVABLES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Balance as of beginning of period | $ 15,245 | $ 3,085 |
Business combination TLABS | (1,339) | |
Additions | 35,103 | 34,570 |
Collections | (12,728) | (22,333) |
Exchange rate differences | (98) | (77) |
Balance as of end of period | 36,183 | 15,245 |
Related Party [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Balance as of beginning of period | 1,972 | 744 |
Additions | 1,284 | 3,856 |
Collections | (1,070) | (2,628) |
Ceased to be a related party | (2,186) | |
Balance as of end of period | $ 1,972 |
SCHEDULE OF ACTIVITY FOR CONTRA
SCHEDULE OF ACTIVITY FOR CONTRACT LIABILITIES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
Balance as of beginning of period | $ 59 | $ 59 |
Additions | 11 | |
Balance as of end of period | $ 70 | $ 59 |
SCHEDULE OF RESEARCH AND DEVELO
SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Depreciation expenses, net | $ 1,067 | $ 916 |
Research and Development Expense [Member] | ||
Salaries and related expenses | 11,206 | 10,977 |
Stock-based compensation | 616 | 729 |
Subcontracting, professional and consulting services | 5,655 | 12,796 |
Lab expenses | 2,685 | 3,513 |
Depreciation expenses, net | 1,017 | 874 |
Other research and development expenses | 6,010 | 7,755 |
Less grant | (123) | |
Total | $ 27,066 | $ 36,644 |
SCHEDULE OF FINANCIAL EXPENSES
SCHEDULE OF FINANCIAL EXPENSES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Interest expense on convertible loans | $ 1,824 | $ 943 |
Foreign exchange loss, net | 145 | 574 |
Other expense (income) | 2 | (225) |
Total | $ 1,971 | $ 1,292 |
SCHEDULE OF RELATED PARTY TRANS
SCHEDULE OF RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||
Stock Based Compensation | $ 982 | $ 1,745 |
Revenues from customer | 1,284 | 3,856 |
Continuing Operations [Member] | ||
Related Party Transaction [Line Items] | ||
Revenues from customer | 1,284 | 3,856 |
Financial income | 126 | 64 |
Continuing Operations [Member] | Executive Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Stock Based Compensation | 111 | 247 |
Compensation | 669 | 4,422 |
Continuing Operations [Member] | Board Members [Member] | ||
Related Party Transaction [Line Items] | ||
Stock Based Compensation | 152 | 265 |
Management and consulting fees | $ 380 | $ 380 |
SCHEDULE OF RELATED PARTIES PRE
SCHEDULE OF RELATED PARTIES PRESENTED IN CONSOLIDATED BALANCE SHEETS (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Related Party Transaction [Line Items] | ||
Loan to related party | $ 3,064 | |
Accounts receivable, net | 1,972 | |
Executive Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Due to Related Parties | 80 | 51 |
Nonexecutive Directors [Member] | ||
Related Party Transaction [Line Items] | ||
Due to Related Parties | $ 558 | $ 178 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | |||||
Jan. 10, 2023 | Feb. 23, 2023 | Jan. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2018 | |
Subsequent Event [Line Items] | ||||||
Interest Rate | 8% | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||
Exercise Price | $ 0.52 | |||||
Common stock, shares issued | 25,832,322 | 24,567,366 | ||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Interest Rate | 10% | |||||
Debt description | the Outstanding Amount (as defined herein) will be calculated at 15.0% per annum. The Loan Amount and all accrued but unpaid interest thereon (collectively, the “Outstanding Amount”) shall either (i) be repaid in cash or (ii) convert to shares of common stock, par value $0.0001 per share (“Common Stock”), of the Company on the third anniversary of the Effective Date (the “Maturity Date”). The Maturity Date may be extended by the Lender upon the written consent of the Lender. The Outstanding Amount may be prepaid by the Company in whole or in part at any time with the prior approval of the Lender. | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||
Exercise Price | $ 2.464 | |||||
Purchase of warrants | 973,684 | |||||
Exercise price of warrants | $ 1.90 | |||||
Common stock, shares issued | 1,947,368 | |||||
Received from placement | $ 3,700,000 | |||||
Placement agents cash fee percentage | 7% | |||||
Subsequent Event [Member] | New Tech Loan Amount [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Principal amount | $ 4,000,000 | |||||
Interest Rate | 8% | |||||
Subsequent Event [Member] | Malik Loan Amount [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Principal amount | $ 1,000,000 | |||||
Interest Rate | 8% | |||||
Subsequent Event [Member] | New Tech [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Purchase of warrants | 405,844 | |||||
Exercise price of warrants | $ 2.50 | |||||
Subsequent Event [Member] | Malik [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Purchase of warrants | 101,461 | |||||
Exercise price of warrants | $ 2.50 |
LEGAL PROCEEDINGS (Details Narr
LEGAL PROCEEDINGS (Details Narrative) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Prceedings actions taken by plaintiff description | 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 product, service or process that contains 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. |