Orgenesis (ORGS) 10-Q/A15 Apr 242023 Q3 Quarterly report (amended)Financial data

Company Profile

Cover

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2023	Nov. 13, 2023
Cover [Abstract]
Document Type	10-Q/A
Amendment Flag	true
Amendment Description	This Amendment No. 1 to the Quarterly Report on Form 10-Q/A (this “Form 10-Q/A”) amends and restates certain items noted below in the Quarterly Report on Form 10-Q of Orgenesis Inc. (the “Company”) for the quarter ended September 30, 2023, as originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 13, 2023 (the “Original Filing”).
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2023
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-38416
Entity Registrant Name	ORGENESIS INC.
Entity Central Index Key	0001460602
Entity Tax Identification Number	98-0583166
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	20271 Goldenrod Lane
Entity Address, City or Town	Germantown
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	20876
City Area Code	(480)
Local Phone Number	659-6404
Title of 12(b) Security	Common Stock
Trading Symbol	ORGS
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		31,877,063

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
CURRENT ASSETS:
Cash and cash equivalents	$ 55	$ 5,311
Restricted cash	734	1,058
Accounts receivable, net of credit losses of 0$ as of September 30, 2023 and December 31, 2022	71	36,183
Prepaid expenses and other receivables	4,031	958
Receivables from related parties
Convertible loan receivable		2,688
Inventory	34	120
Total current assets	5,977	46,318
NON-CURRENT ASSETS:
Deposits	40	331
Equity investees	31	39
Loans to associates	93	96
Property, plant and equipment, net	1,503	22,834
Intangible assets, net	7,528	9,694
Operating lease right-of-use assets	431	2,304
Goodwill	1,211	8,187
Deferred tax		103
Other assets	716	1,022
Total non-current assets	11,553	44,610
TOTAL ASSETS	17,530	90,928
CURRENT LIABILITIES:
Accrued expenses and other payables	2,015	2,648
Income tax payable	915	289
Employees and related payables	807	1,860
Advance payments on account of grant	1,376	1,578
Short-term loans	430
Current maturities of finance leases	17	60
Current maturities of operating leases	220	542
Current maturities of convertible loans	2,540	4,504
Total current liabilities	14,302	15,910
LONG-TERM LIABILITIES:
Non-current operating leases	140	1,728
Convertible loans	18,394	13,343
Retirement benefits obligation		163
Finance leases	8	95
Other long-term liabilities	58	415
Total long-term liabilities	18,600	15,744
TOTAL LIABILITIES	32,902	31,654
REDEEMABLE NON-CONTROLLING INTEREST		30,203
EQUITY:
Common stock of $0.0001 par value: Authorized at September 30, 2023 and December 31, 2022: 145,833,334 shares; Issued at September 30, 2023 and December 31, 2022: 30,753,374 and 25,832,322 shares, respectively; Outstanding at September 30, 2023 and December 31, 2022: 30,466,807 and 25,545,755 shares, respectively	3	3
Additional paid-in capital	155,819	150,355
Accumulated other comprehensive income (loss)	71	(270)
Treasury stock 286,567 shares as of September 30, 2023 and December 31, 2022	(1,266)	(1,266)
Accumulated deficit	(169,999)	(121,261)
Equity attributable to Orgenesis Inc.	(15,372)	27,561
Non-controlling interest		1,510
Total equity	(15,372)	29,071
TOTAL LIABILITIES REDEEMABLE NON-CONTROLLING INTEREST AND EQUITY	17,530	90,928
Related Party [Member]
CURRENT ASSETS:
Receivables from related parties	1,052
CURRENT LIABILITIES:
Accounts payable	132
Other payables related parties	999
Nonrelated Party [Member]
CURRENT LIABILITIES:
Accounts payable	$ 4,851	$ 4,429

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Accounts receivable, net of credit losses	$ 0	$ 0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	145,833,334	145,833,334
Common stock, shares issued	30,753,374	25,832,322
Common stock, shares outstanding	30,466,807	25,545,755
Treasury stock, shares	286,567	286,567

Condensed Consolidated Statemen

Condensed Consolidated Statements of Loss and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Defined Benefit Plan Disclosure [Line Items]
Total revenues	$ 110	$ 7,988	$ 365	$ 22,401
Cost of revenues	139	983	6,093	2,760
Gross (loss) profit	(29)	7,005	(5,728)	19,641
Cost of development services and research and development expenses	808	3,683	7,616	18,172
Amortization of intangible assets	153	225	568	686
Selling, general and administrative expenses including credit losses of $24,367 for the nine months ended September 30, 2023	1,245	3,104	32,989	8,758
Share in net loss of associated companies	553	274	552	1,189
Operating loss	2,788	281	47,453	9,164
Loss from deconsolidation of Octomera (see note 3)			5,343
Other (income), loss net	(2)	2	(4)	(6)
Credit loss on convertible loan receivable			2,688
Loss from extinguishment in connection with convertible loan			283
Financial expenses, net	545	1,100	1,918	1,702
Loss before income taxes	3,331	1,383	57,681	10,860
Tax expenses	394	25	614	37
Net loss	3,725	1,408	58,295	10,897
Net loss attributable to non-controlling interests (including redeemable)		(52)	(9,557)	(105)
Net loss attributable to Orgenesis Inc.	$ 3,725	$ 1,356	$ 48,738	$ 10,792
Loss per share:
Basic	$ 0.12	$ 0.05	$ 1.70	$ 0.43
Diluted	$ 0.12	$ 0.05	$ 1.70	$ 0.43
Weighted average number of shares used in computation of Basic and Diluted loss per share:
Basic	30,022,591	25,403,907	28,680,777	24,944,814
Diluted	30,022,591	25,403,907	28,680,777	24,944,814
Comprehensive loss:
Other comprehensive (income) loss - translation adjustments	$ (9)	$ 556	$ 43	$ 1,033
Release of translation adjustment due to deconsolidation of Octomera			(384)
Comprehensive loss	3,716	1,964	57,954	11,930
Comprehensive loss attributed to non-controlling interests		(52)	(9,557)	(105)
Comprehensive loss attributed to Orgenesis Inc.	3,716	1,912	48,397	11,825
Nonrelated Party [Member]
Defined Benefit Plan Disclosure [Line Items]
Total revenues	110	7,841	365	21,117
Related Party [Member]
Defined Benefit Plan Disclosure [Line Items]
Total revenues		$ 147		$ 1,284

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Loss and Comprehensive Loss (Unaudited) (Parenthetical) $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($)
Condensed Consolidated Statements Of Loss And Comprehensive Loss Unaudited
Selling, general and administrative expenses including credit losses	$ 24,367

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Changes in Equity (Unaudited) - USD ($) $ in Thousands	Common Stock [Member]		Common Stock Including Additional Paid in Capital [Member]	Receipts on Account of Shares to be Allotted [Member]	AOCI Attributable to Parent [Member]	Treasury Stock, Common [Member]	Retained Earnings [Member]	Parent [Member]	Noncontrolling Interest [Member]	Total
Balance at Dec. 31, 2021	$ 3		$ 145,916		$ 207	$ (1,266)	$ (106,372)	$ 38,488	$ 143	$ 38,631
Balance, shares at Dec. 31, 2021	24,280,799
Stock-based compensation to employees and directors			646					646		646
Stock-based compensation to service providers			48					48		48
Issuance of warrants with respect to convertible loans			574					574		574
Comprehensive income (loss) for the period					(1,033)		(10,792)	(11,825)	(105)	(11,930)
Exercise of options		[1]	6					6		6
Stock-based compensation to service providers , shares	510,017
Issuance of shares		[1]	2,175					2,175		2,175
Issuance of shares, shares	724,999
Issuance of shares related to acquisition of Mida		[1]	100					100		100
Issuance of shares related to acquisition of Mida, shares	29,940
Balance at Sep. 30, 2022	$ 3		149,465		(826)	(1,266)	(117,164)	30,212	38	30,250
Balance, shares at Sep. 30, 2022	25,545,755
Balance at Jun. 30, 2022	$ 3		146,919	2,175	(270)	(1,266)	(115,808)	31,753	90	31,843
Balance, shares at Jun. 30, 2022	24,820,756
Stock-based compensation to employees and directors			183					183		183
Stock-based compensation to service providers			11					11		11
Issuance of warrants with respect to convertible loans			177					177		177
Comprehensive income (loss) for the period					(556)		(1,356)	(1,912)	(52)	(1,964)
Issuance of shares		[2]	2,175	(2,175)
Issuance of shares, shares	724,999
Balance at Sep. 30, 2022	$ 3		149,465		(826)	(1,266)	(117,164)	30,212	38	30,250
Balance, shares at Sep. 30, 2022	25,545,755
Balance at Dec. 31, 2022	$ 3		150,355		(270)	(1,266)	(121,261)	27,561	1,510	29,071
Balance, shares at Dec. 31, 2022	25,545,755
Stock-based compensation to employees and directors			347					347		347
Stock-based compensation to service providers			40					40		40
Issuance of shares and warrants net of issuance costs		[3]	4,341					4,341		4,341
Stock Issued During Period, Shares, Other	3,947,368
Issuance of Shares due to exercise of warrants		[3]
Issuance of Shares due to exercise of warrants, shares	973,684
Issuance of warrants with respect to convertible loans			449					449		449
Extinguishment in connection with convertible loan restructuring			287					287		287
Deconsolidation of Octomera			9,406		384			9,790	(1,360)	8,430
Adjustment to redemption value of redeemable non-controlling interest			(9,406)					(9,406)		(9,406)
Comprehensive income (loss) for the period					(43)		(48,738)	(48,781)	(150)	(48,931)
Balance at Sep. 30, 2023	$ 3		155,819		71	(1,266)	(169,999)	(15,372)		(15,372)
Balance, shares at Sep. 30, 2023	30,466,807
Balance at Jun. 30, 2023	$ 3		154,743		62	(1,266)	(166,274)	(12,732)		(12,732)
Balance, shares at Jun. 30, 2023	28,466,807
Stock-based compensation to employees and directors			68					68		68
Stock-based compensation to service providers			8					8		8
Comprehensive income (loss) for the period					9		(3,725)	(3,716)		(3,716)
Issuance of shares		[4]	1,000					1,000		1,000
Issuance of shares, shares	2,000,000
Balance at Sep. 30, 2023	$ 3		$ 155,819		$ 71	$ (1,266)	$ (169,999)	$ (15,372)		$ (15,372)
Balance, shares at Sep. 30, 2023	30,466,807

[1]Represents an amount lower than $1.[2]Excluding Depreciation and amortization expenses[3]Represents an amount lower than $1.

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (58,295)	$ (10,897)
Adjustments required to reconcile net loss to net cash used in operating activities:
Stock-based compensation	387	694
Capital gain, net		(5)
Loss from deconsolidation of Octomera	5,343
Share in losses of associated companies, net	552	1,189
Depreciation and amortization expenses	1,366	1,463
Credit loss on convertible loan receivable	2,688
Effect of exchange differences on inter-company balances	106	353
Net changes in operating leases	(82)	(58)
Interest expenses accrued on loans and convertible loans	880	764
Loss from extinguishment in connection with convertible loan restructuring	283
Changes in operating assets and liabilities:
Accounts receivable	30,079	(8,838)
Prepaid expenses and other accounts receivable	(1,598)	308
Inventory	(389)	10
Other assets	10	17
Accounts payable	3,925	(1,574)
Accrued expenses and other payables	266	2,379
Employee and related payables	135	32
Deferred taxes liability	9
Net cash used in operating activities	(14,335)	(14,163)
CASH FLOWS FROM INVESTING ACTIVITIES:
Repayment of convertible loan to related party partners		538
Increase in loan to associates entities		(2,578)
Repayment of loan granted		782
Sale of property and equipment		71
Purchase of property, plant and equipment	(2,096)	(6,971)
Cash acquired from acquisition of Mida		702
Impact to cash resulting from deconsolidation (see note 3)	(973)
Investment in Octomera (see note 3)	(543)
Investment in long-term deposits	(33)	(2)
Net cash used in investing activities	(3,645)	(7,458)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of shares due to exercise of options and warrants (net of transaction costs)	4,341	2,181
Proceeds from issuance of convertible loans	5,660	19,150
Proceeds from transaction with redeemable non-controlling interest that do not acquire control of a subsidiary, see note 3	5,000
Repayment of convertible loans and convertible bonds	(3,000)	(2,300)
Repayment of short and long-term debt	(33)	(20)
Proceeds from issuance of loans payable	425
Grant received in respect of third party		1,413
Transfer of the grant received to third party		(329)
Net cash provided by financing activities	12,393	20,095
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(5,587)	(1,526)
EFFECT OF EXCHANGE RATE CHANGES ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH	7	19
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD	6,369	5,974
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD	789	4,467
SUPPLEMENTAL NON-CASH FINANCING AND INVESTING ACTIVITIES
Right-of-use assets obtained in exchange for new operation lease liabilities	752	432
Increase (decrease) in accounts payable related to purchase of property, plant and equipment	14	(368)
Issuance of common stocks for the acquisition of Mida		100
Extinguishment in connection with convertible loan restructuring	287
CASH PAID DURING THE YEAR FOR:
Interest	$ 785	$ 458

DESCRIPTION OF BUSINESS

DESCRIPTION OF BUSINESS	9 Months Ended
DESCRIPTION OF BUSINESS	Sep. 30, 2023
Accounting Policies [Abstract]
DESCRIPTION OF BUSINESS	NOTE 1 – DESCRIPTION OF BUSINESS a. General Orgenesis Inc. (the “Company”) is a global biotech company working to unlock the potential of Cell and Gene Therapies (“CGTs”) in an affordable and accessible format. CGTs can be centered on autologous (using the patient’s own cells) or allogenic (using master banked donor cells) and are part of a class of medicines referred to as advanced therapy medicinal products (“ATMPs”). The Company is mostly focused on the development of 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 (“POCare”). In connection with the investment by an affiliate of Metalmark Capital Partners (“Metalmark” or “MM”) in the Company’s subsidiary Octomera LLC (formerly Morgenesis LLC) (“Octomera” or “Morgenesis”) in November 2022 (“the Metalmark Investment”), the Company separated its operations into two operating segments: the operations of Octomera (the “Morgenesis” or “Octomera” segment) and therapies related activities (the “Therapies” segment). On June 30, 2023, in connection with an additional $ 1,000 The Company currently owns approximately 75 These consolidated financial statements include the accounts of Orgenesis Inc. and its subsidiaries. The Company’s common stock, par value $ 0.0001 1.00 1.00 As used in this report and unless otherwise indicated, the term “Company” refers to Orgenesis Inc. and its Subsidiaries. Unless otherwise specified, all amounts are expressed in United States Dollars. b. Liquidity Through September 30, 2023, the Company had an accumulated deficit of $ 169,999 14,335 If there are further reductions in revenues or 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 will need to raise additional funds. The Company expects its current and projected cash resources and commitments will not be sufficient to meet the Company’s obligations for the next 12 months, raising a substantial doubt about the Company’s ability to continue as a going concern. Management plans include raising additional capital to fund the Company’s operations and to repay the Company’s outstanding loans when they become due, as well as exploring additional avenues to increase revenue and reduce capital expenditures. See note 1 a. The Company’s ability to fund the completion of its ongoing and planned activities may be substantially dependent upon whether the Company can obtain sufficient funding at acceptable terms. If the Company is unable to raise sufficient additional capital or meet revenue targets, it may have to reduce or eliminate certain activities and reduce its headcount. 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.

BASIS OF PRESENTATION

BASIS OF PRESENTATION	9 Months Ended
BASIS OF PRESENTATION	Sep. 30, 2023
Accounting Policies [Abstract]
BASIS OF PRESENTATION	NOTE 2 - BASIS OF PRESENTATION a. Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements. In the opinion of management, the financial statements reflect all normal and recurring adjustments necessary to fairly state the financial position and results of operations of the Company. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the Securities and Exchange Commission (“SEC”) on March 22, 2023. The year-end balance sheet data was derived from the audited consolidated financial statements as of December 31, 2022, but not all disclosures required by generally accepted accounting principles in the United States (“U.S. GAAP”) are included in this Quarterly Report on Form 10-Q. Restatement of Previously Issued Financial Statements Subsequent to the issuance of the condensed consolidated financial statements as of and for the quarter ended September 30, 2023 included in the Form 10-Q originally filed with the Securities and Exchange Commission (the “SEC”) on November 13, 2023 (the “Original Filing”), the Company identified a correction required to be made in its historical condensed consolidated financial statements and related disclosures as of and for the three and nine months ended September 30, 2023. The correction relates to the accounting treatment of i) revenues, equity investees, goodwill, share on loss of associated companies, and selling, general and administration expenses (ii) convertible loan receivable and credit loss related to such convertible loan recorded during the three and nine months ended September 30, 2023. In the Company’s Original Filing, the Company overstated revenues as a result of inappropriate accounting for revenue recognition where, due to insufficient evidence of the collectability, it was not probable that the Company will collect substantially all of the consideration to which it is entitled in exchange for the services that it transferred to the customer. Account receivable and convertible loan were also restated due to inappropriate accounting for estimated credit losses. The tables below set forth the condensed consolidated financial statements, including as reported, the impacts resulting from the restatement and the as restated amounts for the quarterly period ended September 30, 2023 (in thousands, except per share amounts): SCHEDULE OF RESTATEMENT ITEMS TO PRIOR PERIOD FINANCIAL STATEMENTS As Originally Reported Adjustments As Restated September 30, 2023 As Originally Reported Adjustments As Restated (In thousands) Convertible loan receivable $ 2,799 $ (2,799 ) $ - Total Current Assets 8,776 (2,799 ) 5,977 Equity investees 22,509 (22,478 ) 31 Goodwill 3,703 (2,492 ) 1,211 Total non-current assets 36,523 (24,970 ) 11,553 Total Assets 45,299 (27,769 ) 17,530 Accumulated deficit (142,230 ) (27,769 ) (169,999 ) Equity attributable to Orgenesis Inc. 12,397 (27,769 ) (15,372 ) Total Equity 12,397 (27,769 ) (15,372 ) Total Liabilities, redeemable Non-Controlling Interest and Equity 45,299 (27,769 ) 17,530 As Originally Reported Adjustments As Restated Nine months ended September 30, 2023 As Originally Reported Adjustments As Restated (In thousands) Revenue $ 14,129 $ (13,764 ) $ 365 Total revenues 14,129 (13,764 ) 365 Gross (loss) profit 8,036 (13,764 ) (5,728 ) Selling, general and administrative expenses 8,621 24,368 32,989 Share in net loss of associated companies 9,517 (8,965 ) 552 Operating loss 18,286 29,167 47,453 Loss (profit) from deconsolidation of Octomera (411 ) 5,754 5,343 Credit loss on convertible loan receivable - 2,688 2,688 Financial expenses, net 1,807 111 1,918 Loss before income taxes 19,961 37,720 57,681 Net loss 20,575 37,720 58,295 Net income (loss) attributable to non-controlling interests (including redeemable) 394 (9,951 ) (9,557 ) Net loss attributable to Orgenesis Inc. 20,969 27,769 48,738 Loss per share: Basic and diluted 0.75 0.95 1.70 Comprehensive loss: Net loss 20,575 37,720 58,295 Comprehensive loss 20,234 37,720 57,954 Comprehensive income (loss) attributed to non-controlling interests 394 (9,951 ) (9,557 ) Comprehensive loss attributed to Orgenesis Inc. 20,628 27,769 48,397 Nine months ended September 30, 2023 As Originally Reported Adjustments As Restated (In thousands) Cash Flow from Operating Activities: Net loss $ (20,575 ) $ (37,720 ) $ (58,295 ) Loss (profit) from deconsolidation of Octomera (411 ) 5,754 5,343 Share in net loss of associated companies 9,517 (8,965 ) 552 Credit loss on convertible loan receivable - 2,688 2,688 Effect of exchange differences on inter-company balances 129 (23 ) 106 Interest expenses accrued on loans and convertible loans 769 111 880 Decrease (increase) in accounts receivable (8,076 ) 38,155 30,079 b. Significant accounting policies The accounting policies adopted are consistent with those of the previous financial year except as described below: Use of Estimates in the Preparation of Financial Statements The preparation of 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, determination of loss on deconsolidation, valuation of investments, goodwill impairment, and assessment of credit losses. Actual results could differ from those estimates. Recently Adopted Accounting Pronouncements 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 is 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 adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. In October 2021, the FASB issued ASU 2021-08 “Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers”, which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers. The guidance results in the acquirer recognizing contract assets and contract liabilities at the same amounts recorded by the acquiree. The guidance is to be applied prospectively to acquisitions that occur on or after the effective date. The guidance is currently effective for fiscal years that began 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 adoption of this guidance not have a material impact on the Company’s consolidated financial statements. Recently issued accounting pronouncements, not yet adopted On August 23, the FASB issued guidance requiring a joint venture to initially measure all contributions received upon its formation at fair value. This accounting will largely be consistent with ASC 805, Business Combinations, although there are some specific exceptions. Before the ASU, there was no authoritative guidance in US GAAP that addressed how a joint venture should recognize contributions received. As a result, there has been diversity in practice, with some joint ventures accounting for contributions received at carry over basis and others at fair value. This new guidance is intended to reduce diversity in practice and provide users of the joint venture’s financial statements with more decision-useful information. It may also reduce the amount of basis differences that an investor in a joint venture needs to track. The new guidance should be applied prospectively and is effective for all newly-formed joint venture entities with a formation date on or after January 1, 2025, with early adoption permitted. The adoption of this guidance will not have a material impact on the Company’s consolidated financial statements. Reclassifications Certain reclassifications have been made to the prior year’s financial statements to conform to the current year presentation. These reclassifications had no net effect on previously reported results of operations.

REDEEMABLE NON-CONTROLLING INTE

REDEEMABLE NON-CONTROLLING INTEREST AND DECONSOLIDATION	9 Months Ended
REDEEMABLE NON-CONTROLLING INTEREST AND DECONSOLIDATION	Sep. 30, 2023
Noncontrolling Interest [Abstract]
REDEEMABLE NON-CONTROLLING INTEREST AND DECONSOLIDATION	NOTE 3 – REDEEMABLE NON-CONTROLLING INTEREST AND DECONSOLIDATION Additional Investments in Octomera LLC During 2023, the Company and MM entered into various amendments to the Unit Purchase Agreement, dated November 4, 2022 (the “UPA”). Pursuant to such amendments, MM or the Company as the case may be, agreed to pay certain amounts in exchange for Class A Preferred Units of Octomera to support the continued expansion of Orgenesis’ POCare Services (the “Subsequent Investment”), all as detailed in the table below. In the case of MM investments, the investment amount of the First Future Investment (as defined in the UPA) was reduced by the amount of the Subsequent Investment. SCHEDULE OF ADDITIONAL INVESTMENTS Date Investing party Amendment # Amount Class A Preferred units obtained May 5, 2023 MM 1 $ 5,000 500,000 June 30, 2023 MM 2 $ 1,000 100,000 August 22, 2023 MM 3 $ 100 10,000 August 29, 2023 Company 4 $ 543 54,310 September 6, 2023 MM 5 $ 100 10,000 September 13, 2023 MM 6 $ 150 15,000 September 28, 2023 MM 7 $ 150 15,000 October 12, 2023 Company 8 $ 117 11,700 During October 2023, MM loaned an Octomera subsidiary $ 700 10 As a result of the deconsolidation (see note 1a), the Company recorded a net loss of $ 5,343 SCHEDULE OF FAIR VALUE OF RETAINED EARNINGS (in thousands) (As Restated) Fair value of the retained interest in Octomera $ - Net assets deconsolidated 4,959 Release of translation adjustment 384 Net loss $ 5,343 The change in board composition does not constitute a strategic shift from the Company’s perspective and therefore the Company did not treat the deconsolidation as a discontinued operation. Following the Amendment No. 2, the Company accounted for its investment in Octomera according to the equity method in accordance with ASC Topic 323, as it has retained the ability to exercise significant influence but does not control the entity. The Company thus recognized an equity method investment in a total amount of $ 0 In evaluating the fair value of the Octomera Equity Investment under the income approach, the Company used a discounted cash flow model of the business, adjusted to the Company’s share in the investment. 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. The allocation of the purchase price to the net assets acquired and liabilities assumed resulted in the recognition of other intangible assets, net, which comprised of technology. The useful life of the technology for amortization purposes was determined by considering the period of expected cash flows generated by the assets used to measure the fair value of the intangible assets, adjusted as appropriate for the entity-specific factors including legal, regulatory, contractual, competitive, economic, or other factors that may limit the useful life of intangible assets. The following table represents the deconsolidated amounts from the Company’s Balance Sheet at the date of deconsolidation (As Restated): SCHEDULE OF NET ASSETS DECONSOLIDATED (in thousands) ASSETS: Cash and cash equivalents 973 Other current assets 9,087 Non-current assets 31,935 TOTAL ASSETS 41,995 LIABILITIES: Current liabilities 6,566 Long-term liabilities 2,313 TOTAL LIABILITIES 8,879 REDEEMABLE NON-CONTROLLING INTEREST 26,797 NON-CONTROLLING INTEREST 1,360 NET ASSETS DECONSOLIDATED 4,959

EQUITY-METHOD INVESTMENTS

EQUITY-METHOD INVESTMENTS	9 Months Ended
EQUITY-METHOD INVESTMENTS	Sep. 30, 2023
Equity Method Investments and Joint Ventures [Abstract]
EQUITY-METHOD INVESTMENTS	NOTE 4 – EQUITY-METHOD INVESTMENTS As of September 30, 2023, and December 31, 2022, the balances of our equity-method investments were $ 31 39 Octomera LLC The Company currently owns approximately 75 As of September 30, 2023, the balance of our equity-method investment related to Octomera was approximately $ 0 543 Our equity-method investment in Octomera is considered a significant investee. The following table presents summarized results of operations for the three months since the date of deconsolidation: SUMMARY OF RESULTS OF OPERATIONS Three-Months Ended (As Restated) (in thousands) Total revenue $ 29 Gross loss $ 2,198 Net loss $ 8,721

SEGMENT INFORMATION

SEGMENT INFORMATION	9 Months Ended
SEGMENT INFORMATION	Sep. 30, 2023
Segment Reporting [Abstract]
SEGMENT INFORMATION	NOTE 5 – SEGMENT INFORMATION The Octomera operations segment includes mainly POCare Services, while the Therapies segment includes the Company’s therapeutic development operations. The segment information includes all the results of the Octomera segment up to the effective date of deconsolidation. 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 Octomera. Certain activities of these subsidiaries have changed after they were transferred to the Octomera 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 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 nine months ended September 30, 2023 (As Restated) is as follows: SCHEDULE OF SEGMENT REPORTING Octomera Therapies Eliminations Consolidated Revenues $ 44 350 $ (29 ) $ 365 Revenues from related party - - - - Total revenues 365 Cost of revenues * (6,959 ) (531 ) 1,874 (5,616 ) Gross profit (6,915 ) (181 ) 1,845 (5,251 ) Cost of development services and research and development expenses * (6,828 ) (2,830 ) 2,327 (7,331 ) Operating expenses * (31,921 ) (4,962 ) 3,930 (32,953 ) Share in net loss of associated companies - (10 ) (542 ) (552 ) Loss from deconsolidation of Octomera - - (5,343 ) (5,343 ) Other income, net 2 2 - 4 Depreciation and amortization (1,294 ) (589 ) 517 (1,366 ) Credit loss on convertible loan receivable - (2,688 ) - (2,688 ) Loss from extinguishment in connection with convertible loan - (283 ) - (283 ) Financial Expenses, net (587 ) (1,425 ) 94 (1,918 ) Income (loss) before income taxes $ (47,543 ) $ (12,966 ) $ 2,828 $ (57,681 ) * Excluding Depreciation and amortization expenses Segment data for the nine months ended September 30, 2022 is as follows: Octomera Therapies Eliminations Consolidated Revenues $ 20,705 5,908 $ (5,496 ) $ 21,117 Revenues from related party 1,284 - - 1,284 Total revenues 21,989 5,908 (5,496 ) 22,401 Cost of revenues * (1,988 ) (857 ) 356 (2,489 ) Gross profit 20,001 5,051 (5,140 ) 19,912 Cost of development services and research and development expenses * (10,791 ) (11,209 ) 4,297 (17,703 ) Operating expenses * (2,822 ) (6,742 ) 843 (8,721 ) Share in net income of associated companies (222 ) (967 ) - (1,189 ) Other income, net 2 4 - 6 Depreciation and amortization (685 ) (778 ) - (1,463 ) Financial Expenses, net (2,087 ) 385 - (1,702 ) Income (loss) before income taxes $ 3,396 $ (14,256 ) $ - $ (10,860 ) * Excluding Depreciation and amortization expenses Segment data for the three months ended September 30, 2023 (As Restated) is as follows: Octomera Therapies Eliminations Consolidated Revenues $ 29 $ 110 $ (29 ) $ 110 Revenues from related party - - - - Total revenues 110 Cost of revenues * (1,875 ) (133 ) 1,874 (134 ) Gross profit (1,846 ) (23 ) 1,845 (24 ) Cost of development services and research and development expenses * (2,327 ) (779 ) 2,327 (779 ) Operating expenses * (3,931 ) (1,240 ) 3,930 (1,241 ) Share in net loss of associated companies - (11 ) (542 ) (553 ) Other income - 2 - 2 Depreciation and amortization (515 ) (193 ) 517 (191 ) Financial Expenses, net (92 ) (546 ) 93 (545 ) Income (loss) before income taxes $ (8,711 ) $ (2,790 ) $ 8,170 $ (3,331 ) * Excluding Depreciation, amortization expenses Segment data for the three months ended September 30, 2022 is as follows: Octomera Therapies Eliminations Consolidated Revenues $ 7,756 2,046 $ (1,961 ) $ 7,841 Revenues from related party 147 - - 147 Total revenues 7,903 2,046 (1,961 ) 7,988 Cost of revenues * (664 ) (217 ) - (881 ) Gross profit 7,239 1,829 (1,961 ) 7,107 Cost of development services and research and development expenses * (4,019 ) (1,181 ) 1,662 (3,538 ) Operating expenses * (1,385 ) (2,002 ) 299 (3,088 ) Share in net income of associated companies (222 ) (52 ) - (274 ) Other income (loss), net (1 ) (1 ) - (2 ) Depreciation and amortization (288 ) (200 ) - (488 ) Financial Expenses, net (836 ) (264 ) - (1,100 ) Income (loss) before income taxes $ 488 $ (1,871 ) $ - $ (1,383 ) * Excluding Depreciation, amortization expenses

EQUITY

EQUITY	9 Months Ended
EQUITY	Sep. 30, 2023
Equity [Abstract]
EQUITY	NOTE 6 – EQUITY On February 23, 2023, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional and accredited investors (the “Purchaser”) relating to the issuance and sale of 1,947,368 0.0001 973,684 1.90 The Warrants have an exercise price of $ 1.90 The Warrants have an alternate cashless exercise option (beginning on or after the earlier of (a) the thirty-day anniversary of the date of the Purchase Agreement and (b) the date on which the aggregate composite trading volume of Common Stock following the public announcement of the pricing terms exceeds 13,600,000 shares), to receive an aggregate number of shares equal to the product of (x) the aggregate number of shares of Common Stock that would be issuable upon a cash exercise and (y) 1.0. The aggregate gross proceeds to the Company from the Offering were $ 3,700 As of September 30, 2023, all of the warrants were exercised using the alternate cashless exercise option described above. On August 31, 2023, the Company entered into a Securities Purchase Agreement with a certain accredited investor, pursuant to which the Company agreed to issue and sell, in a private placement (the “Offering”), 2,000,000 0.0001 0.50 1,000

LOANS

LOANS	9 Months Ended
LOANS	Sep. 30, 2023
Loans
LOANS	NOTE 7 – LOANS On July 25, 2023, one of the Company’s subsidiaries received a loan from an offshore investor in the amount of $ 175 8 January 1, 2024 On August 15, 2023, the Company received a loan from an investor in the amount of $ 250 8 January 1, 2024 During October 2023, the Company’s subsidiaries received loans in the amount of $ 140 0 10

CONVERTIBLE LOANS

CONVERTIBLE LOANS	9 Months Ended
CONVERTIBLE LOANS	Sep. 30, 2023
Debt Disclosure [Abstract]
CONVERTIBLE LOANS	NOTE 8 – CONVERTIBLE LOANS Convertible loans outstanding as of September 30, 2023 and December 31, 2022 are as follows: SCHEDULE OF LONG TERM CONVERTIBLE NOTES Principal Amount Issuance Date (Year) Current Interest Rate % Current (Year) Current Conversion Price $ Convertible Loans Outstanding as of September 30, 2023 750 2018 10 % 2026 2.50 1,500 2019 10 % 2026 7.00 100 2019 8 % 2023 2.50 5,000 2019 10 % 2026 2.50 100 2020 8 % 2023 7.00 5,000 2022 10 % 2026 2.50 1,150 ** 2022 6 % 2023 4.50 5,000 2023 8 % 2026 2.46 660 2023 8 % 2024 - * $ 19,260 * See Koligo convertible loan agreement below. ** See note 13. Convertible Loans Outstanding as of December 31, 2022 750 2018 2 % 2023 7.00 1,600 2019 8 % 2024 7.00 5,000 2019 6 % 2023 7.00 100 2020 8 % 2023 7.00 8,000 2022 10 % 2024 2.50 1,150 2022 6 % 2023 4.50 $ 16,600 Convertible Loans Entered into in 2023 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 1,000 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 our 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 used the proceeds from the Loan Amount to (i) redeem the loan amount from the previously disclosed Convertible Loan Agreement, dated as of May 19, 2022 between Orgenesis and Ricky Steven Neumann, as amended by the previously disclosed certain Convertible Loan Extension Agreement, dated as of October 23, 2022, by and between Orgenesis and Ricky Steven Neumann, and (ii) for general corporate purposes. Pursuant to the terms, the Company repaid said loan upon receipt of the Loan Amount. In connection with such loan, the Company agreed to issue the NewTech Lender warrants representing the right to purchase 405,844 2.50 101,461 2.50 Koligo Convertible Loan On March 27, 2023, the Company’s subsidiary Koligo Therapeutics Inc. (“Borrower”), entered into a convertible loan agreement (the “Convertible Loan Agreement”) with Yehuda Nir (the “Lender,” and together with the Borrower, the “Parties”), pursuant to which the Lender agreed to loan the Borrower up to $ 5,000 8 January 1, 2024 If prior to December 31, 2023, the Borrower issues equity securities (“Equity Securities”) in a transaction or series of related transactions resulting in aggregate gross proceeds to the Borrower of at least $5,000 (excluding conversion of the Loan Amount) (a “Qualified Financing”), then the outstanding principal amount of the Loan Amount, and any and all accrued but unpaid interest thereon (collectively, the “Outstanding Amount”), will automatically convert into such Equity Securities issued pursuant to the Qualified Financing at a price per share equal to fifty percent (50%) of the price per share paid for each share of the Equity Securities purchased for cash by the investors in the Qualified Financing (the “Mandatory Conversion”). The per share price for the Mandatory Conversion shall be calculated on a fully diluted basis (including equity underlying all outstanding options, warrants, and other convertible securities, but excluding the Equity Securities issuable upon the Mandatory Conversion). The Parties agreed that the Lender shall have the option to assign $ 1,500 January 31, 2026 10 Under the terms of the Koligo Convertible Loan Agreement, the Borrower agreed to use the Loan Amount to fund working capital and ongoing operations and for no other purposes unless the Lender agrees in writing. As of September 30, 2023, Koligo received $ 660 On September 29, 2023, Borrower entered into another convertible loan agreement (the “Sai Convertible Loan Agreement”) with Sai Traders (the “Lender,” and together with the Borrower, the “Parties”), pursuant to which the Lender agreed to loan the Borrower up to $ 25,000 1,500 23,500 8 10 December 1, 2027 Under the terms of the Sai Convertible Loan Agreement, at the option of the Lender at the Maturity Date or any time prior, the Outstanding Amount may be convertible, in whole or in part, into the number of shares of Common Stock of the Company equal to the quotient obtained by dividing (x) the Outstanding Amount by (y) the Conversion Price. The “Initial Installment Conversion Price” for the Outstanding Amount relating to the Initial Installment shall be a price per share of Common Stock equal to $ 2.50 3.50 5,000 75 As of September 30, 2023, and as of the date of this report, the Initial Installment was not received, and was therefore not reflected in the Consolidated Balance sheet of September 30, 2023. Extension of Existing Loan Agreements On January 12, 2023, the Company entered into (i) a Convertible Credit Line and Unsecured Convertible Note Extension #2 Agreement with Yosef Dotan (the “Dotan Extension Agreement”), (ii) a Convertible Credit Line Extension Agreement with Aharon Lukach (the “Lukach Extension Agreement”) and (iii) a Convertible Loans and Unsecured Convertible Notes Extension #2 Agreement with Yehuda Nir (the “Nir Extension Agreement”), each which extended the maturity date of the convertible loans under their respective loan agreements (as described below) to January 31, 2026. The aggregate principal amount of loans extended was $ 12,000 2 10 (i) the interest rate on such principal amount of such loans was increased to 10% per annum commencing on February 1, 2023 (except for the Nir Convertible Loan Agreement dated as of April 12, 2022, which already had a 10% per annum interest rate), (ii) the conversion price of the loans was reduced from $7.00 to $2.50 (except for the Nir Convertible Loan Agreement dated as of April 12, 2022, which already had a $2.50 conversion price), (iii) the exercise price of the warrants issuable upon conversion of the 2% Notes and the Nir Convertible Loan Agreement dated as of May 17, 2019 was reduced to $2.50 per share and the term of such warrants was extended to January 31, 2026. The Dotan Extension Agreement related to a Convertible Credit Line Agreement dated as of October 3, 2019, as amended, of which $ 750 2 250 2 The Lukach Extension Agreement related to a Convertible Credit Line Agreement dated as of October 3, 2019, as amended, of which $ 750 The Nir Extension Agreement related to 2 500 5,000 5,000 2

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION	9 Months Ended
STOCK-BASED COMPENSATION	Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]
STOCK-BASED COMPENSATION	NOTE 9 – STOCK-BASED COMPENSATION a. Options Granted to Employees The table below summarizes the terms of options for the purchase of shares in the Company granted to employees during the period from January 1, 2023 to September 30, 2023: SCHEDULE OF STOCK OPTIONS GRANTED No. of Options Granted Exercise Price Vesting Period Fair Value at Grant Expiration Period Employees 253,500 $ 0.74 Quarterly over a period of two years $ 128 10 The fair valuation of these option grants is based on the following assumptions: SCHEDULE OF STOCK OPTIONS, VALUATION ASSUMPTIONS During the Period from January 1, 2023 to September 30, 2023 Value of one common share $ 0.58 1.36 Dividend yield 0 % Expected stock price volatility 70 78 % Risk free interest rate 3.91 4.28 % Expected term (years) 5.56 6.06 b. Options Granted to Non-Employees The table below summarizes all the options for the purchase of shares in the Company granted to consultants and service providers during the period from January 1, 2023 to September 30, 2023: SCHEDULE OF STOCK OPTIONS GRANTED No. of Options Granted Exercise Price Vesting Period Fair Value at Grant Expiration Period Non-employees 8,335 $ 1.36 Annually over a period of five years $ 9 10 The fair valuation of these option grants is based on the following assumptions: SCHEDULE OF STOCK OPTIONS, VALUATION ASSUMPTIONS During the Period from January 1, 2023 to September 30, 2023 Value of one common share $ 1.36 Dividend yield 0 % Expected stock price volatility 80 % Risk free interest rate 4.07 % Expected term (years) 10

LOSS PER SHARE

LOSS PER SHARE	9 Months Ended
LOSS PER SHARE	Sep. 30, 2023
Earnings Per Share [Abstract]
LOSS PER SHARE	NOTE 10 – LOSS PER SHARE The following table sets forth the calculation of basic and diluted loss per share for the period indicated: SCHEDULE OF BASIC AND DILUTED LOSS PER SHARE September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Basic and diluted: Net loss attributable to Orgenesis Inc. $ 3,725 $ 1,356 $ 48,738 $ 10,792 Weighted average number of common shares outstanding 30,022,591 25,403,907 28,680,777 24,944,814 Net loss per share $ 0.12 $ 0.05 $ 1.70 $ 0.43 For the nine months ended September 30, 2023 and September 30, 2022, 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 7,680,038 7,139,018 7,963,476 7,213,348 Diluted loss per share does not include 6,481,221 2,327,590 7,040,592 3,118,868

REVENUES

REVENUES	9 Months Ended
REVENUES	Sep. 30, 2023
Revenue from Contract with Customer [Abstract]
REVENUES	NOTE 11 – REVENUES Disaggregation of Revenue The following table disaggregates the Company’s revenues by major revenue streams: SCHEDULE OF DISAGGREGATION OF REVENUE September 30, 2023 (As Restated) September 30, 2022 September 30, 2023 (As Restated) September 30, 2022 Three Months Ended Nine Months Ended September 30, 2023 (As Restated) September 30, 2022 September 30, 2023 (As Restated) September 30, 2022 Revenue stream: POC development services $ - $ 1,118 $ - $ 13,716 Cell process development services and hospital services 110 4,438 365 5,837 POC cell processing - 2,432 - 2,848 Total $ 110 $ 7,988 $ 365 $ 22,401 A breakdown of the revenues per customer constituted at least 10% of revenues is as follows: SCHEDULE OF BREAKDOWN OF REVENUES PER CUSTOMER September 30, 2023 (As Restated) September 30, 2022 September 30, 2023 (As Restated) September 30, 2022 Three Months Ended Nine Months Ended September 30, 2023 (As Restated) September 30, 2022 September 30, 2023 (As Restated) September 30, 2022 Revenue earned: Customer A (United States) $ - $ - $ 130 $ - Customer B (United States) $ 45 $ - $ 90 $ - Customer C (United States) $ 65 $ - $ 130 $ - Customer D (Greece) $ - $ 3,401 $ - $ 6,058 Customer E (United States) $ - $ 669 $ - $ 4,398 Customer F (Korea) $ - $ 283 $ - $ 3,708 Customer G (United Arab Emirates) $ - $ 1,254 $ - $ 3,508 Revenue earned $ - $ 1,254 $ - $ 3,508 Contract Assets and Liabilities Contract assets are mainly comprised of trade receivables net of allowance for credit losses, which includes amounts billed and currently due from customers. The activity for trade receivables is comprised of: SCHEDULE OF ACTIVITY FOR TRADE RECEIVABLES September 30, 2023 (As Restated) September 30, 2022 Nine Months Ended September 30, 2023 (As Restated) September 30, 2022 Balance as of beginning of period $ 36,183 $ 15,245 Elimination of acquisition receivables - (1,337 ) Additions 403 21,367 Collections (6,090 ) (11,187 ) Allowances for credit losses (24,388 ) - Exchange rate differences (52 ) (344 ) Deconsolidation of Octomera (5,985 ) - Balance as of end of period $ 71 $ 23,744 * The activity of the related party included in the trade receivables activity above is comprised of: September 30, 2022 Nine Months Ended September 30, 2022 Balance as of beginning of period $ 1,972 Additions 1,284 Collections (1,070 ) Balance as of end of period $ 2,186 The activity for contract liabilities is comprised of: SCHEDULE OF ACTIVITY FOR CONTRACT LIABILITIES September 30, 2023 (As Restated) September 30, 2022 Nine Months Ended September 30, 2023 (As Restated) September 30, 2022 Balance as of beginning of period $ 70 $ 59 Additions 156 11 Deconsolidation of Octomera (106 ) - Balance as of end of period $ 120 $ 70

OTHER SIGNIFICANT TRANSACTIONS

OTHER SIGNIFICANT TRANSACTIONS AND AGREEMENTS DURING THE NINE MONTHS ENDED SEPTEMBER 30, 2023	9 Months Ended
	Sep. 30, 2023
Other Significant Transactions And Agreements During Nine Months Ended September 30 2023
OTHER SIGNIFICANT TRANSACTIONS AND AGREEMENTS DURING THE NINE MONTHS ENDED SEPTEMBER 30, 2023	NOTE 12 – OTHER SIGNIFICANT TRANSACTIONS AND AGREEMENTS DURING THE NINE MONTHS ENDED SEPTEMBER 30, 2023 In January 2023, the Company entered into updated joint venture (JV) agreements (JVAs) with Theracell Advanced Biotechnology SA, Broaden Bioscience and Technology Corp, Image Securities FZC, Cure Therapeutics, and Med Centre for Gene and Cell Therapy FZ-LLC and assigned certain rights and obligations under its 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. Pursuant to the JVAs, the Company will no longer be entitled to the additional share of fifteen percent of the JVE’s GAAP profit after tax granted as per the previous version of the JVAs. The Company also has no further obligation to provide any additional funding to the JV entities. As of September 30, 2023, no JV entities were incorporated pursuant to the JVAs. On July 25, 2023, the Company and Mircod LLC (“Mircod”) entered into a settlement and release agreement pursuant to which they agreed to terminate the joint venture and loan agreement between themselves. Also, pursuant to the agreement, Mircod agreed to deliver all the related deliverables to the Company, and the Company agreed to pay Mircod consideration in the amount of $ 1,000 300 On July 25, 2023, the Company, a Sub-licensee, and the equity interest owner of that Sub-licensee (“Sub-licensee Owner”), entered into agreements whereby: 1) the Company sub-licensed certain of its therapies to Sub-licensee in return for royalties on future sales and payments upon the successful completion of certain milestones; 2) subject to the fulfilment certain conditions and milestones, none of which have been fulfilled to date, the Sub-licensee Owner granted the Company a call option to purchase his interests in Sub-licensee at a valuation to be determined by a third-party valuation firm of not less than $ 8,000 3) subject to the fulfilment of certain conditions and milestones, none of which have been fulfilled to date, the Sub-licensee Owner was granted a put option to cause the Company to purchase his equity interest in Sub-licensee at a valuation to be determined by a third-party valuation firm of not less than $ 8,000 The Company has received $ 120 On September 14, 2023, the Company informed Yeda Research and Development Company Limited of its intention to terminate the license and research agreement entered into during 2022. The termination will take effect on November 13, 2023.

LEGAL PROCEEDINGS

LEGAL PROCEEDINGS	9 Months Ended
LEGAL PROCEEDINGS	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
LEGAL PROCEEDINGS	NOTE 13 – LEGAL PROCEEDINGS On January 18, 2022, a complaint (the “Complaint”) was filed in the Tel Aviv District Court (the “Court”) against the Company, Orgenesis LTD (“the Israeli Subsidiary”), Prof. Sarah Ferber, Vered Caplan and Dr. Efrat Asa Kunik (collectively, the “defendants”) by plaintiffs the State of Israel, as the owner of Chaim Sheba Medical Center at Tel Hashomer (“Sheba”), and Tel Hashomer Medical Research, Infrastructure and Services Ltd. (collectively, the “plaintiffs”). In the Complaint, the plaintiffs are seeking that the Court issue a declaratory remedy whereby the defendants are required to pay royalties to the plaintiffs at the rate of 7% of the sales and 24% of any and all revenues in consideration for sublicenses related to any product, service or process that contain know-how and technology of Sheba and any and all know-how and technology either developed or supervised by Prof. Ferber in the field of cell therapy, including in the category of the point-of-care platform and any and all services and products in relation to the defendants’ CDMO activity. 10,000 It has been brought to the Company’s attention, that, on September 6, 2023, a claim (the “Claim”) was filed in the Tel Aviv District Court (the “Court”) against the Company, the Israeli Subsidiary, Octomera LLC, Orgenesis Biotech Israel LTD, Theracell Laboratories Private Company, and Vered Caplan (collectively, the “defendants”) by Ehud Almon (Plaintiff) for certain finders’ fees and / or royalties related to sales made by an Octomera subsidiary to a Greek entity in the amount of $ 896 On October 26, 2023, a complaint was filed in the Supreme Court of the State of New York by plaintiffs Southern Israel Bridging Fund Two LP and Mr. Amir Hasidim, against the Company, seeking the payment of $ 1,150 6 5,000 1,150

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
SUBSEQUENT EVENTS	Sep. 30, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 14 – SUBSEQUENT EVENTS Recent developments The Company conducts certain of its operations in the State of Israel and some of our business and operations may be affected by economic, political, geopolitical and military conditions in Israel. In October 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Hamas also launched extensive rocket attacks on Israeli population and industrial centers located along Israel’s border with the Gaza Strip and in other areas within the State of Israel. Following the attack, Israel’s security cabinet declared war against Hamas and a military campaign against these terrorist organizations commenced in parallel to their continued rocket and terror attacks. Moreover, the clash between Israel and Hezbollah in Lebanon, may escalate in the future into a greater regional conflict. The current war military operations may affect certain of the Company’s activities, business and operations although it is currently not possible to predict such effect. Registered Direct Offering On November 8, 2023, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an institutional investor named therein (the “Investor”), pursuant to which the Company agreed to issue and sell, in a registered direct offering by the Company directly to the Investor (the “Offering”), (i) 1,410,256 0.0001 1,410,256 0.78 0.78 The Offering closed on November 9, 2023, and the Company received net proceeds of approximately $ 943 Equity Line of Credit On November 8, 2023, the Company also agreed to enter into an Equity Line of Credit Agreement (the “ELOC Agreement”) with the Investor pursuant to which the Company may sell and issue to the Investor, and the Investor is obligated to purchase from the Company, up to $ 25,000 750,000 0.01

BASIS OF PRESENTATION (Policies

BASIS OF PRESENTATION (Policies)	9 Months Ended
BASIS OF PRESENTATION (Policies)	Sep. 30, 2023
Accounting Policies [Abstract]
Basis of presentation	a. Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements. In the opinion of management, the financial statements reflect all normal and recurring adjustments necessary to fairly state the financial position and results of operations of the Company. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the Securities and Exchange Commission (“SEC”) on March 22, 2023. The year-end balance sheet data was derived from the audited consolidated financial statements as of December 31, 2022, but not all disclosures required by generally accepted accounting principles in the United States (“U.S. GAAP”) are included in this Quarterly Report on Form 10-Q. Restatement of Previously Issued Financial Statements Subsequent to the issuance of the condensed consolidated financial statements as of and for the quarter ended September 30, 2023 included in the Form 10-Q originally filed with the Securities and Exchange Commission (the “SEC”) on November 13, 2023 (the “Original Filing”), the Company identified a correction required to be made in its historical condensed consolidated financial statements and related disclosures as of and for the three and nine months ended September 30, 2023. The correction relates to the accounting treatment of i) revenues, equity investees, goodwill, share on loss of associated companies, and selling, general and administration expenses (ii) convertible loan receivable and credit loss related to such convertible loan recorded during the three and nine months ended September 30, 2023. In the Company’s Original Filing, the Company overstated revenues as a result of inappropriate accounting for revenue recognition where, due to insufficient evidence of the collectability, it was not probable that the Company will collect substantially all of the consideration to which it is entitled in exchange for the services that it transferred to the customer. Account receivable and convertible loan were also restated due to inappropriate accounting for estimated credit losses. The tables below set forth the condensed consolidated financial statements, including as reported, the impacts resulting from the restatement and the as restated amounts for the quarterly period ended September 30, 2023 (in thousands, except per share amounts): SCHEDULE OF RESTATEMENT ITEMS TO PRIOR PERIOD FINANCIAL STATEMENTS As Originally Reported Adjustments As Restated September 30, 2023 As Originally Reported Adjustments As Restated (In thousands) Convertible loan receivable $ 2,799 $ (2,799 ) $ - Total Current Assets 8,776 (2,799 ) 5,977 Equity investees 22,509 (22,478 ) 31 Goodwill 3,703 (2,492 ) 1,211 Total non-current assets 36,523 (24,970 ) 11,553 Total Assets 45,299 (27,769 ) 17,530 Accumulated deficit (142,230 ) (27,769 ) (169,999 ) Equity attributable to Orgenesis Inc. 12,397 (27,769 ) (15,372 ) Total Equity 12,397 (27,769 ) (15,372 ) Total Liabilities, redeemable Non-Controlling Interest and Equity 45,299 (27,769 ) 17,530 As Originally Reported Adjustments As Restated Nine months ended September 30, 2023 As Originally Reported Adjustments As Restated (In thousands) Revenue $ 14,129 $ (13,764 ) $ 365 Total revenues 14,129 (13,764 ) 365 Gross (loss) profit 8,036 (13,764 ) (5,728 ) Selling, general and administrative expenses 8,621 24,368 32,989 Share in net loss of associated companies 9,517 (8,965 ) 552 Operating loss 18,286 29,167 47,453 Loss (profit) from deconsolidation of Octomera (411 ) 5,754 5,343 Credit loss on convertible loan receivable - 2,688 2,688 Financial expenses, net 1,807 111 1,918 Loss before income taxes 19,961 37,720 57,681 Net loss 20,575 37,720 58,295 Net income (loss) attributable to non-controlling interests (including redeemable) 394 (9,951 ) (9,557 ) Net loss attributable to Orgenesis Inc. 20,969 27,769 48,738 Loss per share: Basic and diluted 0.75 0.95 1.70 Comprehensive loss: Net loss 20,575 37,720 58,295 Comprehensive loss 20,234 37,720 57,954 Comprehensive income (loss) attributed to non-controlling interests 394 (9,951 ) (9,557 ) Comprehensive loss attributed to Orgenesis Inc. 20,628 27,769 48,397 Nine months ended September 30, 2023 As Originally Reported Adjustments As Restated (In thousands) Cash Flow from Operating Activities: Net loss $ (20,575 ) $ (37,720 ) $ (58,295 ) Loss (profit) from deconsolidation of Octomera (411 ) 5,754 5,343 Share in net loss of associated companies 9,517 (8,965 ) 552 Credit loss on convertible loan receivable - 2,688 2,688 Effect of exchange differences on inter-company balances 129 (23 ) 106 Interest expenses accrued on loans and convertible loans 769 111 880 Decrease (increase) in accounts receivable (8,076 ) 38,155 30,079
Significant accounting policies	b. Significant accounting policies The accounting policies adopted are consistent with those of the previous financial year except as described below:
Use of Estimates in the Preparation of Financial Statements	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, determination of loss on deconsolidation, valuation of investments, goodwill impairment, and assessment of credit losses. Actual results could differ from those estimates.
Recently Adopted Accounting Pronouncements	Recently Adopted Accounting Pronouncements 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 is 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 adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. In October 2021, the FASB issued ASU 2021-08 “Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers”, which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers. The guidance results in the acquirer recognizing contract assets and contract liabilities at the same amounts recorded by the acquiree. The guidance is to be applied prospectively to acquisitions that occur on or after the effective date. The guidance is currently effective for fiscal years that began 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 adoption of this guidance not have a material impact on the Company’s consolidated financial statements.
Recently issued accounting pronouncements, not yet adopted	Recently issued accounting pronouncements, not yet adopted On August 23, the FASB issued guidance requiring a joint venture to initially measure all contributions received upon its formation at fair value. This accounting will largely be consistent with ASC 805, Business Combinations, although there are some specific exceptions. Before the ASU, there was no authoritative guidance in US GAAP that addressed how a joint venture should recognize contributions received. As a result, there has been diversity in practice, with some joint ventures accounting for contributions received at carry over basis and others at fair value. This new guidance is intended to reduce diversity in practice and provide users of the joint venture’s financial statements with more decision-useful information. It may also reduce the amount of basis differences that an investor in a joint venture needs to track. The new guidance should be applied prospectively and is effective for all newly-formed joint venture entities with a formation date on or after January 1, 2025, with early adoption permitted. The adoption of this guidance will not have a material impact on the Company’s consolidated financial statements.
Reclassifications	Reclassifications Certain reclassifications have been made to the prior year’s financial statements to conform to the current year presentation. These reclassifications had no net effect on previously reported results of operations.

BASIS OF PRESENTATION (Tables)

BASIS OF PRESENTATION (Tables)	9 Months Ended
BASIS OF PRESENTATION (Tables)	Sep. 30, 2023
Accounting Policies [Abstract]
SCHEDULE OF RESTATEMENT ITEMS TO PRIOR PERIOD FINANCIAL STATEMENTS	The tables below set forth the condensed consolidated financial statements, including as reported, the impacts resulting from the restatement and the as restated amounts for the quarterly period ended September 30, 2023 (in thousands, except per share amounts): SCHEDULE OF RESTATEMENT ITEMS TO PRIOR PERIOD FINANCIAL STATEMENTS As Originally Reported Adjustments As Restated September 30, 2023 As Originally Reported Adjustments As Restated (In thousands) Convertible loan receivable $ 2,799 $ (2,799 ) $ - Total Current Assets 8,776 (2,799 ) 5,977 Equity investees 22,509 (22,478 ) 31 Goodwill 3,703 (2,492 ) 1,211 Total non-current assets 36,523 (24,970 ) 11,553 Total Assets 45,299 (27,769 ) 17,530 Accumulated deficit (142,230 ) (27,769 ) (169,999 ) Equity attributable to Orgenesis Inc. 12,397 (27,769 ) (15,372 ) Total Equity 12,397 (27,769 ) (15,372 ) Total Liabilities, redeemable Non-Controlling Interest and Equity 45,299 (27,769 ) 17,530 As Originally Reported Adjustments As Restated Nine months ended September 30, 2023 As Originally Reported Adjustments As Restated (In thousands) Revenue $ 14,129 $ (13,764 ) $ 365 Total revenues 14,129 (13,764 ) 365 Gross (loss) profit 8,036 (13,764 ) (5,728 ) Selling, general and administrative expenses 8,621 24,368 32,989 Share in net loss of associated companies 9,517 (8,965 ) 552 Operating loss 18,286 29,167 47,453 Loss (profit) from deconsolidation of Octomera (411 ) 5,754 5,343 Credit loss on convertible loan receivable - 2,688 2,688 Financial expenses, net 1,807 111 1,918 Loss before income taxes 19,961 37,720 57,681 Net loss 20,575 37,720 58,295 Net income (loss) attributable to non-controlling interests (including redeemable) 394 (9,951 ) (9,557 ) Net loss attributable to Orgenesis Inc. 20,969 27,769 48,738 Loss per share: Basic and diluted 0.75 0.95 1.70 Comprehensive loss: Net loss 20,575 37,720 58,295 Comprehensive loss 20,234 37,720 57,954 Comprehensive income (loss) attributed to non-controlling interests 394 (9,951 ) (9,557 ) Comprehensive loss attributed to Orgenesis Inc. 20,628 27,769 48,397 Nine months ended September 30, 2023 As Originally Reported Adjustments As Restated (In thousands) Cash Flow from Operating Activities: Net loss $ (20,575 ) $ (37,720 ) $ (58,295 ) Loss (profit) from deconsolidation of Octomera (411 ) 5,754 5,343 Share in net loss of associated companies 9,517 (8,965 ) 552 Credit loss on convertible loan receivable - 2,688 2,688 Effect of exchange differences on inter-company balances 129 (23 ) 106 Interest expenses accrued on loans and convertible loans 769 111 880 Decrease (increase) in accounts receivable (8,076 ) 38,155 30,079

REDEEMABLE NON-CONTROLLING IN_2

REDEEMABLE NON-CONTROLLING INTEREST AND DECONSOLIDATION (Tables)	9 Months Ended
	Sep. 30, 2023
Noncontrolling Interest [Abstract]
SCHEDULE OF ADDITIONAL INVESTMENTS	SCHEDULE OF ADDITIONAL INVESTMENTS Date Investing party Amendment # Amount Class A Preferred units obtained May 5, 2023 MM 1 $ 5,000 500,000 June 30, 2023 MM 2 $ 1,000 100,000 August 22, 2023 MM 3 $ 100 10,000 August 29, 2023 Company 4 $ 543 54,310 September 6, 2023 MM 5 $ 100 10,000 September 13, 2023 MM 6 $ 150 15,000 September 28, 2023 MM 7 $ 150 15,000 October 12, 2023 Company 8 $ 117 11,700
SCHEDULE OF FAIR VALUE OF RETAINED EARNINGS	As a result of the deconsolidation (see note 1a), the Company recorded a net loss of $ 5,343 SCHEDULE OF FAIR VALUE OF RETAINED EARNINGS (in thousands) (As Restated) Fair value of the retained interest in Octomera $ - Net assets deconsolidated 4,959 Release of translation adjustment 384 Net loss $ 5,343
SCHEDULE OF NET ASSETS DECONSOLIDATED	The following table represents the deconsolidated amounts from the Company’s Balance Sheet at the date of deconsolidation (As Restated): SCHEDULE OF NET ASSETS DECONSOLIDATED (in thousands) ASSETS: Cash and cash equivalents 973 Other current assets 9,087 Non-current assets 31,935 TOTAL ASSETS 41,995 LIABILITIES: Current liabilities 6,566 Long-term liabilities 2,313 TOTAL LIABILITIES 8,879 REDEEMABLE NON-CONTROLLING INTEREST 26,797 NON-CONTROLLING INTEREST 1,360 NET ASSETS DECONSOLIDATED 4,959

EQUITY-METHOD INVESTMENTS (Tabl

EQUITY-METHOD INVESTMENTS (Tables)	9 Months Ended
EQUITY-METHOD INVESTMENTS (Tables)	Sep. 30, 2023
Equity Method Investments and Joint Ventures [Abstract]
SUMMARY OF RESULTS OF OPERATIONS	SUMMARY OF RESULTS OF OPERATIONS Three-Months Ended (As Restated) (in thousands) Total revenue $ 29 Gross loss $ 2,198 Net loss $ 8,721

SEGMENT INFORMATION (Tables)

SEGMENT INFORMATION (Tables)	9 Months Ended
SEGMENT INFORMATION (Tables)	Sep. 30, 2023
Segment Reporting [Abstract]
SCHEDULE OF SEGMENT REPORTING	Segment data for the nine months ended September 30, 2023 (As Restated) is as follows: SCHEDULE OF SEGMENT REPORTING Octomera Therapies Eliminations Consolidated Revenues $ 44 350 $ (29 ) $ 365 Revenues from related party - - - - Total revenues 365 Cost of revenues * (6,959 ) (531 ) 1,874 (5,616 ) Gross profit (6,915 ) (181 ) 1,845 (5,251 ) Cost of development services and research and development expenses * (6,828 ) (2,830 ) 2,327 (7,331 ) Operating expenses * (31,921 ) (4,962 ) 3,930 (32,953 ) Share in net loss of associated companies - (10 ) (542 ) (552 ) Loss from deconsolidation of Octomera - - (5,343 ) (5,343 ) Other income, net 2 2 - 4 Depreciation and amortization (1,294 ) (589 ) 517 (1,366 ) Credit loss on convertible loan receivable - (2,688 ) - (2,688 ) Loss from extinguishment in connection with convertible loan - (283 ) - (283 ) Financial Expenses, net (587 ) (1,425 ) 94 (1,918 ) Income (loss) before income taxes $ (47,543 ) $ (12,966 ) $ 2,828 $ (57,681 ) * Excluding Depreciation and amortization expenses Segment data for the nine months ended September 30, 2022 is as follows: Octomera Therapies Eliminations Consolidated Revenues $ 20,705 5,908 $ (5,496 ) $ 21,117 Revenues from related party 1,284 - - 1,284 Total revenues 21,989 5,908 (5,496 ) 22,401 Cost of revenues * (1,988 ) (857 ) 356 (2,489 ) Gross profit 20,001 5,051 (5,140 ) 19,912 Cost of development services and research and development expenses * (10,791 ) (11,209 ) 4,297 (17,703 ) Operating expenses * (2,822 ) (6,742 ) 843 (8,721 ) Share in net income of associated companies (222 ) (967 ) - (1,189 ) Other income, net 2 4 - 6 Depreciation and amortization (685 ) (778 ) - (1,463 ) Financial Expenses, net (2,087 ) 385 - (1,702 ) Income (loss) before income taxes $ 3,396 $ (14,256 ) $ - $ (10,860 ) * Excluding Depreciation and amortization expenses Segment data for the three months ended September 30, 2023 (As Restated) is as follows: Octomera Therapies Eliminations Consolidated Revenues $ 29 $ 110 $ (29 ) $ 110 Revenues from related party - - - - Total revenues 110 Cost of revenues * (1,875 ) (133 ) 1,874 (134 ) Gross profit (1,846 ) (23 ) 1,845 (24 ) Cost of development services and research and development expenses * (2,327 ) (779 ) 2,327 (779 ) Operating expenses * (3,931 ) (1,240 ) 3,930 (1,241 ) Share in net loss of associated companies - (11 ) (542 ) (553 ) Other income - 2 - 2 Depreciation and amortization (515 ) (193 ) 517 (191 ) Financial Expenses, net (92 ) (546 ) 93 (545 ) Income (loss) before income taxes $ (8,711 ) $ (2,790 ) $ 8,170 $ (3,331 ) * Excluding Depreciation, amortization expenses Segment data for the three months ended September 30, 2022 is as follows: Octomera Therapies Eliminations Consolidated Revenues $ 7,756 2,046 $ (1,961 ) $ 7,841 Revenues from related party 147 - - 147 Total revenues 7,903 2,046 (1,961 ) 7,988 Cost of revenues * (664 ) (217 ) - (881 ) Gross profit 7,239 1,829 (1,961 ) 7,107 Cost of development services and research and development expenses * (4,019 ) (1,181 ) 1,662 (3,538 ) Operating expenses * (1,385 ) (2,002 ) 299 (3,088 ) Share in net income of associated companies (222 ) (52 ) - (274 ) Other income (loss), net (1 ) (1 ) - (2 ) Depreciation and amortization (288 ) (200 ) - (488 ) Financial Expenses, net (836 ) (264 ) - (1,100 ) Income (loss) before income taxes $ 488 $ (1,871 ) $ - $ (1,383 ) * Excluding Depreciation, amortization expenses

CONVERTIBLE LOANS (Tables)

CONVERTIBLE LOANS (Tables)	9 Months Ended
CONVERTIBLE LOANS (Tables)	Sep. 30, 2023
Debt Disclosure [Abstract]
SCHEDULE OF LONG TERM CONVERTIBLE NOTES	Convertible loans outstanding as of September 30, 2023 and December 31, 2022 are as follows: SCHEDULE OF LONG TERM CONVERTIBLE NOTES Principal Amount Issuance Date (Year) Current Interest Rate % Current (Year) Current Conversion Price $ Convertible Loans Outstanding as of September 30, 2023 750 2018 10 % 2026 2.50 1,500 2019 10 % 2026 7.00 100 2019 8 % 2023 2.50 5,000 2019 10 % 2026 2.50 100 2020 8 % 2023 7.00 5,000 2022 10 % 2026 2.50 1,150 ** 2022 6 % 2023 4.50 5,000 2023 8 % 2026 2.46 660 2023 8 % 2024 - * $ 19,260 * See Koligo convertible loan agreement below. ** See note 13. Convertible Loans Outstanding as of December 31, 2022 750 2018 2 % 2023 7.00 1,600 2019 8 % 2024 7.00 5,000 2019 6 % 2023 7.00 100 2020 8 % 2023 7.00 8,000 2022 10 % 2024 2.50 1,150 2022 6 % 2023 4.50 $ 16,600

STOCK-BASED COMPENSATION (Table

STOCK-BASED COMPENSATION (Tables)	9 Months Ended
STOCK-BASED COMPENSATION (Tables)	Sep. 30, 2023
Employees [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
SCHEDULE OF STOCK OPTIONS GRANTED	The table below summarizes the terms of options for the purchase of shares in the Company granted to employees during the period from January 1, 2023 to September 30, 2023: SCHEDULE OF STOCK OPTIONS GRANTED No. of Options Granted Exercise Price Vesting Period Fair Value at Grant Expiration Period Employees 253,500 $ 0.74 Quarterly over a period of two years $ 128 10
SCHEDULE OF STOCK OPTIONS, VALUATION ASSUMPTIONS	The fair valuation of these option grants is based on the following assumptions: SCHEDULE OF STOCK OPTIONS, VALUATION ASSUMPTIONS During the Period from January 1, 2023 to September 30, 2023 Value of one common share $ 0.58 1.36 Dividend yield 0 % Expected stock price volatility 70 78 % Risk free interest rate 3.91 4.28 % Expected term (years) 5.56 6.06
Non-Employees [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
SCHEDULE OF STOCK OPTIONS GRANTED	The table below summarizes all the options for the purchase of shares in the Company granted to consultants and service providers during the period from January 1, 2023 to September 30, 2023: SCHEDULE OF STOCK OPTIONS GRANTED No. of Options Granted Exercise Price Vesting Period Fair Value at Grant Expiration Period Non-employees 8,335 $ 1.36 Annually over a period of five years $ 9 10
SCHEDULE OF STOCK OPTIONS, VALUATION ASSUMPTIONS	The fair valuation of these option grants is based on the following assumptions: SCHEDULE OF STOCK OPTIONS, VALUATION ASSUMPTIONS During the Period from January 1, 2023 to September 30, 2023 Value of one common share $ 1.36 Dividend yield 0 % Expected stock price volatility 80 % Risk free interest rate 4.07 % Expected term (years) 10

LOSS PER SHARE (Tables)

LOSS PER SHARE (Tables)	9 Months Ended
LOSS PER SHARE (Tables)	Sep. 30, 2023
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 period indicated: SCHEDULE OF BASIC AND DILUTED LOSS PER SHARE September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Three Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Basic and diluted: Net loss attributable to Orgenesis Inc. $ 3,725 $ 1,356 $ 48,738 $ 10,792 Weighted average number of common shares outstanding 30,022,591 25,403,907 28,680,777 24,944,814 Net loss per share $ 0.12 $ 0.05 $ 1.70 $ 0.43

REVENUES (Tables)

REVENUES (Tables)	9 Months Ended
REVENUES (Tables)	Sep. 30, 2023
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 September 30, 2023 (As Restated) September 30, 2022 September 30, 2023 (As Restated) September 30, 2022 Three Months Ended Nine Months Ended September 30, 2023 (As Restated) September 30, 2022 September 30, 2023 (As Restated) September 30, 2022 Revenue stream: POC development services $ - $ 1,118 $ - $ 13,716 Cell process development services and hospital services 110 4,438 365 5,837 POC cell processing - 2,432 - 2,848 Total $ 110 $ 7,988 $ 365 $ 22,401
SCHEDULE OF BREAKDOWN OF REVENUES PER CUSTOMER	A breakdown of the revenues per customer constituted at least 10% of revenues is as follows: SCHEDULE OF BREAKDOWN OF REVENUES PER CUSTOMER September 30, 2023 (As Restated) September 30, 2022 September 30, 2023 (As Restated) September 30, 2022 Three Months Ended Nine Months Ended September 30, 2023 (As Restated) September 30, 2022 September 30, 2023 (As Restated) September 30, 2022 Revenue earned: Customer A (United States) $ - $ - $ 130 $ - Customer B (United States) $ 45 $ - $ 90 $ - Customer C (United States) $ 65 $ - $ 130 $ - Customer D (Greece) $ - $ 3,401 $ - $ 6,058 Customer E (United States) $ - $ 669 $ - $ 4,398 Customer F (Korea) $ - $ 283 $ - $ 3,708 Customer G (United Arab Emirates) $ - $ 1,254 $ - $ 3,508 Revenue earned $ - $ 1,254 $ - $ 3,508
SCHEDULE OF ACTIVITY FOR TRADE RECEIVABLES	The activity for trade receivables is comprised of: SCHEDULE OF ACTIVITY FOR TRADE RECEIVABLES September 30, 2023 (As Restated) September 30, 2022 Nine Months Ended September 30, 2023 (As Restated) September 30, 2022 Balance as of beginning of period $ 36,183 $ 15,245 Elimination of acquisition receivables - (1,337 ) Additions 403 21,367 Collections (6,090 ) (11,187 ) Allowances for credit losses (24,388 ) - Exchange rate differences (52 ) (344 ) Deconsolidation of Octomera (5,985 ) - Balance as of end of period $ 71 $ 23,744 * The activity of the related party included in the trade receivables activity above is comprised of: September 30, 2022 Nine Months Ended September 30, 2022 Balance as of beginning of period $ 1,972 Additions 1,284 Collections (1,070 ) Balance as of end of period $ 2,186
SCHEDULE OF ACTIVITY FOR CONTRACT LIABILITIES	The activity for contract liabilities is comprised of: SCHEDULE OF ACTIVITY FOR CONTRACT LIABILITIES September 30, 2023 (As Restated) September 30, 2022 Nine Months Ended September 30, 2023 (As Restated) September 30, 2022 Balance as of beginning of period $ 70 $ 59 Additions 156 11 Deconsolidation of Octomera (106 ) - Balance as of end of period $ 120 $ 70

SCHEDULE OF RESTATEMENT ITEMS T

SCHEDULE OF RESTATEMENT ITEMS TO PRIOR PERIOD FINANCIAL STATEMENTS (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2023	Dec. 31, 2022	Jun. 30, 2022	Dec. 31, 2021
Convertible loan receivable
Total Current Assets	5,977		5,977			$ 46,318
Equity investees	31		31			39
Goodwill	1,211		1,211			8,187
Total non-current assets	11,553		11,553			44,610
Total Assets	17,530		17,530			90,928
Accumulated deficit	(169,999)		(169,999)			(121,261)
Equity attributable to Orgenesis Inc.	(15,372)		(15,372)			27,561
Total Equity	(15,372)	$ 30,250	(15,372)	$ 30,250	$ (12,732)	29,071	$ 31,843	$ 38,631
Total Liabilities, redeemable Non-Controlling Interest and Equity	17,530		17,530			$ 90,928
Total revenues	110	7,988	365	22,401
Gross (loss) profit	(29)	7,005	(5,728)	19,641
Selling, general and administrative expenses			32,989
Share in net loss of associated companies	553	274	552	1,189
Operating loss	2,788	281	47,453	9,164
Loss from deconsolidation of Octomera			5,343
Credit loss on convertible loan receivable			2,688
Financial expenses, net	545	1,100	1,918	1,702
Loss before income taxes	3,331	1,383	57,681	10,860
Net loss	3,725	1,408	58,295	10,897
Net income (loss) attributable to non-controlling interests (including redeemable)		(52)	(9,557)	(105)
Net loss attributable to Orgenesis Inc.	$ 3,725	$ 1,356	$ 48,738	$ 10,792
Loss per share:
Net income per common share - basic	$ 0.12	$ 0.05	$ 1.70	$ 0.43
Net income per common share - diluted	$ 0.12	$ 0.05	$ 1.70	$ 0.43
Comprehensive loss:
Comprehensive loss	$ 3,716	$ 1,964	$ 57,954	$ 11,930
Comprehensive income (loss) attributed to non-controlling interests		(52)	(9,557)	(105)
Comprehensive loss attributed to Orgenesis Inc.	3,716	1,912	48,397	11,825
Cash Flow from Operating Activities:
Net loss	(3,725)	$ (1,408)	(58,295)	(10,897)
Effect of exchange differences on inter-company balances			106	353
Interest expenses accrued on loans and convertible loans			880	764
Decrease (increase) in accounts receivable			30,079	$ (8,838)
Previously Reported [Member]
Convertible loan receivable	2,799		2,799
Total Current Assets	8,776		8,776
Equity investees	22,509		22,509
Goodwill	3,703		3,703
Total non-current assets	36,523		36,523
Total Assets	45,299		45,299
Accumulated deficit	(142,230)		(142,230)
Equity attributable to Orgenesis Inc.	12,397		12,397
Total Equity	12,397		12,397
Total Liabilities, redeemable Non-Controlling Interest and Equity	45,299		45,299
Total revenues			14,129
Gross (loss) profit			8,036
Selling, general and administrative expenses			8,621
Share in net loss of associated companies			9,517
Operating loss			18,286
Loss from deconsolidation of Octomera			(411)
Credit loss on convertible loan receivable
Financial expenses, net			1,807
Loss before income taxes			19,961
Net loss			20,575
Net income (loss) attributable to non-controlling interests (including redeemable)			394
Net loss attributable to Orgenesis Inc.			$ 20,969
Loss per share:
Net income per common share - basic			$ 0.75
Net income per common share - diluted			$ 0.75
Comprehensive loss:
Comprehensive loss			$ 20,234
Comprehensive income (loss) attributed to non-controlling interests			394
Comprehensive loss attributed to Orgenesis Inc.			20,628
Cash Flow from Operating Activities:
Net loss			(20,575)
Effect of exchange differences on inter-company balances			129
Interest expenses accrued on loans and convertible loans			769
Decrease (increase) in accounts receivable			(8,076)
Revision of Prior Period, Reclassification, Adjustment [Member]
Convertible loan receivable	(2,799)		(2,799)
Total Current Assets	(2,799)		(2,799)
Equity investees	(22,478)		(22,478)
Goodwill	(2,492)		(2,492)
Total non-current assets	(24,970)		(24,970)
Total Assets	(27,769)		(27,769)
Accumulated deficit	(27,769)		(27,769)
Equity attributable to Orgenesis Inc.	(27,769)		(27,769)
Total Equity	(27,769)		(27,769)
Total Liabilities, redeemable Non-Controlling Interest and Equity	$ (27,769)		(27,769)
Total revenues			(13,764)
Gross (loss) profit			(13,764)
Selling, general and administrative expenses			24,368
Share in net loss of associated companies			(8,965)
Operating loss			29,167
Loss from deconsolidation of Octomera			5,754
Credit loss on convertible loan receivable			2,688
Financial expenses, net			111
Loss before income taxes			37,720
Net loss			37,720
Net income (loss) attributable to non-controlling interests (including redeemable)			(9,951)
Net loss attributable to Orgenesis Inc.			$ 27,769
Loss per share:
Net income per common share - basic			$ 0.95
Net income per common share - diluted			$ 0.95
Comprehensive loss:
Comprehensive loss			$ 37,720
Comprehensive income (loss) attributed to non-controlling interests			(9,951)
Comprehensive loss attributed to Orgenesis Inc.			27,769
Cash Flow from Operating Activities:
Net loss			(37,720)
Effect of exchange differences on inter-company balances			(23)
Interest expenses accrued on loans and convertible loans			111
Decrease (increase) in accounts receivable			$ 38,155

DESCRIPTION OF BUSINESS (Detail

DESCRIPTION OF BUSINESS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2023	Dec. 31, 2022
Equity method investments	$ 31			$ 39
Commons stock, par value	$ 0.0001			$ 0.0001
Accumulated deficit	$ 169,999			$ 121,261
Net cash used in operating activities	14,335	$ 14,163
Octomera LLC [Member]
Equity method investments	$ 0		$ 1,000
Equity method investment, ownership percentage	75%
ORGS [Member]
Commons stock, par value	$ 0.000001
Minimum closing bid price	$ 1

SCHEDULE OF ADDITIONAL INVESTME

SCHEDULE OF ADDITIONAL INVESTMENTS (Details) - Unit Purchase Agreement [Member] - Class A Preferred Units [Member] - USD ($) shares in Thousands, $ in Thousands	Oct. 12, 2023	Sep. 28, 2023	Sep. 13, 2023	Sep. 06, 2023	Aug. 29, 2023	Aug. 22, 2023	Jun. 30, 2023	May 05, 2023
MM Amendment One [Member]
Noncontrolling Interest [Line Items]
Investment amount								$ 5,000
Number of units obtained								500,000
MM Amendment Two [Member]
Noncontrolling Interest [Line Items]
Investment amount							$ 1,000
Number of units obtained							100,000
MM Amendment Three [Member]
Noncontrolling Interest [Line Items]
Investment amount						$ 100
Number of units obtained						10,000
Orgenesis Inc Amendment Four [Member]
Noncontrolling Interest [Line Items]
Investment amount					$ 543
Number of units obtained					54,310
MM Amendment Five [Member]
Noncontrolling Interest [Line Items]
Investment amount				$ 100
Number of units obtained				10,000
MM Amendment Six [Member]
Noncontrolling Interest [Line Items]
Investment amount			$ 150
Number of units obtained			15,000
MM Amendment Seven [Member]
Noncontrolling Interest [Line Items]
Investment amount		$ 150
Number of units obtained		15,000
Orgenesis Inc Amendment Eight [Member] \| Subsequent Event [Member]
Noncontrolling Interest [Line Items]
Investment amount	$ 117
Number of units obtained	11,700

SCHEDULE OF FAIR VALUE OF RETAI

SCHEDULE OF FAIR VALUE OF RETAINED EARNINGS (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Noncontrolling Interest [Line Items]
Net assets deconsolidated	$ 4,959		$ 4,959
Net loss	(3,725)	$ (1,408)	(58,295)	$ (10,897)
Octomera [Member]
Noncontrolling Interest [Line Items]
Fair value of the retained interest in Octomera
Net assets deconsolidated	4,959		4,959
Release of translation adjustment	$ 384		384
Net loss			$ 5,343

SCHEDULE OF NET ASSETS DECONSOL

SCHEDULE OF NET ASSETS DECONSOLIDATED (Details) $ in Thousands	Sep. 30, 2023 USD ($)
Noncontrolling Interest [Abstract]
Cash and cash equivalents	$ 973
Other current assets	9,087
Non-current assets	31,935
TOTAL ASSETS	41,995
Current liabilities	6,566
Long-term liabilities	2,313
TOTAL LIABILITIES	8,879
REDEEMABLE NON-CONTROLLING INTEREST	26,797
NON-CONTROLLING INTEREST	1,360
NET ASSETS DECONSOLIDATED	$ 4,959

REDEEMABLE NON-CONTROLLING IN_3

REDEEMABLE NON-CONTROLLING INTEREST AND DECONSOLIDATION (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Oct. 31, 2023
Noncontrolling Interest [Line Items]
Net loss	$ (3,725)	$ (1,408)	$ (58,295)	$ (10,897)
Equity method investment	$ 0		0
Subsequent Event [Member]
Noncontrolling Interest [Line Items]
Loan amount					$ 140
Octomera Subsidiary [Member] \| Subsequent Event [Member]
Noncontrolling Interest [Line Items]
Loan amount					$ 700
Interest rate					10%
Octomera [Member]
Noncontrolling Interest [Line Items]
Net loss			$ 5,343

SUMMARY OF RESULTS OF OPERATION

SUMMARY OF RESULTS OF OPERATIONS (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Schedule of Equity Method Investments [Line Items]
Total revenue	$ 110	$ 7,988	$ 365	$ 22,401
Gross loss	(29)	7,005	(5,728)	19,641
Net loss	(3,725)	$ (1,356)	$ (48,738)	$ (10,792)
Octomera LLC [Member]
Schedule of Equity Method Investments [Line Items]
Net loss	8,721
Octomera LLC [Member]
Schedule of Equity Method Investments [Line Items]
Total revenue	29
Gross loss	$ 2,198

EQUITY-METHOD INVESTMENTS (Deta

EQUITY-METHOD INVESTMENTS (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2023	Dec. 31, 2022
Schedule of Equity Method Investments [Line Items]
Equity method investments	$ 31		$ 31			$ 39
Net loss equity method investments	(553)	$ (274)	(552)	$ (1,189)
Octomera LLC [Member]
Schedule of Equity Method Investments [Line Items]
Equity method investments	$ 0		$ 0		$ 1,000
Equity method investment, ownership percentage	75%		75%
Net loss equity method investments			$ 543

SCHEDULE OF SEGMENT REPORTING (

SCHEDULE OF SEGMENT REPORTING (Details) - USD ($) $ in Thousands	3 Months Ended				9 Months Ended
	Sep. 30, 2023		Sep. 30, 2022		Sep. 30, 2023		Sep. 30, 2022
Segment Reporting Information [Line Items]
Total revenues	$ 110		$ 7,988		$ 365		$ 22,401
Cost of revenues	(134)	[1]	(881)	[2]	(5,616)	[3]	(2,489)	[4]
Gross profit	(24)		7,107		(5,251)		19,912
Cost of development services and research and development expenses	(779)	[1]	(3,538)	[2]	(7,331)	[3]	(17,703)	[4]
Operating expenses	(1,241)	[1]	(3,088)	[2]	(32,953)	[3]	(8,721)	[4]
Share in net income of associated companies	(553)		(274)		(552)		(1,189)
Loss from deconsolidation of Octomera					(5,343)
Other income (loss), net	2		(2)		4		6
Depreciation and amortization	(191)		(488)		(1,366)		(1,463)
Credit loss on convertible loan receivable					(2,688)
Loss from extinguishment in connection with convertible loan					(283)
Financial Expenses, net	(545)		(1,100)		(1,918)		(1,702)
Income (loss) before income taxes	(3,331)		(1,383)		(57,681)		(10,860)
Nonrelated Party [Member]
Segment Reporting Information [Line Items]
Total revenues	110		7,841		365		21,117
Related Party [Member]
Segment Reporting Information [Line Items]
Total revenues			147				1,284
Octomera [Member]
Segment Reporting Information [Line Items]
Total revenues			7,903				21,989
Cost of revenues	(1,875)	[1]	(664)	[2]	(6,959)	[3]	(1,988)	[4]
Gross profit	(1,846)		7,239		(6,915)		20,001
Cost of development services and research and development expenses	(2,327)	[1]	(4,019)	[2]	(6,828)	[3]	(10,791)	[4]
Operating expenses	(3,931)	[1]	(1,385)	[2]	(31,921)	[3]	(2,822)	[4]
Share in net income of associated companies			(222)				(222)
Loss from deconsolidation of Octomera
Other income (loss), net			(1)		2		2
Depreciation and amortization	(515)		(288)		(1,294)		(685)
Credit loss on convertible loan receivable
Loss from extinguishment in connection with convertible loan
Financial Expenses, net	(92)		(836)		(587)		(2,087)
Income (loss) before income taxes	(8,711)		488		(47,543)		3,396
Octomera [Member] \| Nonrelated Party [Member]
Segment Reporting Information [Line Items]
Total revenues	29		7,756		44		20,705
Octomera [Member] \| Related Party [Member]
Segment Reporting Information [Line Items]
Total revenues			147				1,284
Therapies [Member]
Segment Reporting Information [Line Items]
Total revenues			2,046				5,908
Cost of revenues	(133)	[1]	(217)	[2]	(531)	[3]	(857)	[4]
Gross profit	(23)		1,829		(181)		5,051
Cost of development services and research and development expenses	(779)	[1]	(1,181)	[2]	(2,830)	[3]	(11,209)	[4]
Operating expenses	(1,240)	[1]	(2,002)	[2]	(4,962)	[3]	(6,742)	[4]
Share in net income of associated companies	(11)		(52)		(10)		(967)
Loss from deconsolidation of Octomera
Other income (loss), net	2		(1)		2		4
Depreciation and amortization	(193)		(200)		(589)		(778)
Credit loss on convertible loan receivable					(2,688)
Loss from extinguishment in connection with convertible loan					(283)
Financial Expenses, net	(546)		(264)		(1,425)		385
Income (loss) before income taxes	(2,790)		(1,871)		(12,966)		(14,256)
Therapies [Member] \| Nonrelated Party [Member]
Segment Reporting Information [Line Items]
Total revenues	110		2,046		350		5,908
Therapies [Member] \| Related Party [Member]
Segment Reporting Information [Line Items]
Total revenues
Eliminations [Member]
Segment Reporting Information [Line Items]
Total revenues			(1,961)				(5,496)
Cost of revenues	1,874	[1]		[2]	1,874	[3]	356	[4]
Gross profit	1,845		(1,961)		1,845		(5,140)
Cost of development services and research and development expenses	2,327	[1]	1,662	[2]	2,327	[3]	4,297	[4]
Operating expenses	3,930	[1]	299	[2]	3,930	[3]	843	[4]
Share in net income of associated companies	(542)				(542)
Loss from deconsolidation of Octomera					(5,343)
Other income (loss), net
Depreciation and amortization	517				517
Credit loss on convertible loan receivable
Loss from extinguishment in connection with convertible loan
Financial Expenses, net	93				94
Income (loss) before income taxes	8,170				2,828
Eliminations [Member] \| Nonrelated Party [Member]
Segment Reporting Information [Line Items]
Total revenues	(29)		(1,961)		(29)		(5,496)
Eliminations [Member] \| Related Party [Member]
Segment Reporting Information [Line Items]
Total revenues

[1]Excluding Depreciation, amortization expenses[2]Excluding Depreciation, amortization expenses[3]Excluding Depreciation and amortization expenses[4]Excluding Depreciation and amortization expenses

EQUITY (Details Narrative)

EQUITY (Details Narrative) - USD ($)	Aug. 31, 2023	Feb. 23, 2023	Sep. 30, 2023	Dec. 31, 2022
Subsidiary, Sale of Stock [Line Items]
Common stock, par value			$ 0.0001	$ 0.0001
Securities Purchase Agreement [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock, shares		1,947,368
Common stock, par value		$ 0.0001
Purchase of warrants		973,684
Exercise price of warrants		$ 1.90
Warrant exercisable description		The Warrants have an exercise price of $1.90 per share, are exercisable immediately and will expire five years following the date of issuance.
Warrant alternated cashless exercise description		The Warrants have an alternate cashless exercise option (beginning on or after the earlier of (a) the thirty-day anniversary of the date of the Purchase Agreement and (b) the date on which the aggregate composite trading volume of Common Stock following the public announcement of the pricing terms exceeds 13,600,000 shares), to receive an aggregate number of shares equal to the product of (x) the aggregate number of shares of Common Stock that would be issuable upon a cash exercise and (y) 1.0. The aggregate gross proceeds to the Company from the Offering were $3,700, before deducting placement agent cash fees equal to 7.0% of the gross proceeds received and other expenses from the Offering payable by the Company. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes, including the Company’s therapy related activities.
Proceeds from private placement		$ 3,700,000
Securities Purchase Agreement [Member] \| Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Common stock, par value	$ 0.0001
Stock issued during period, shares, new issues	2,000,000
Shares issued, price per share	$ 0.50
Proceeds from issuance of common stock	$ 1,000

LOANS (Details Narrative)

LOANS (Details Narrative) - USD ($) $ in Thousands	Aug. 15, 2023	Jul. 25, 2023	Oct. 31, 2023
Subsequent Event [Member]
Defined Benefit Plan Disclosure [Line Items]
Loan amount			$ 140
Subsequent Event [Member] \| Minimum [Member]
Defined Benefit Plan Disclosure [Line Items]
Interest rate			0%
Subsequent Event [Member] \| Maximum [Member]
Defined Benefit Plan Disclosure [Line Items]
Interest rate			10%
Offshore Investor [Member]
Defined Benefit Plan Disclosure [Line Items]
Loan amount		$ 175
Repayment date		Jan. 01, 2024
Investor [Member]
Defined Benefit Plan Disclosure [Line Items]
Loan amount	$ 250
Interest rate	8%	8%
Repayment date	Jan. 01, 2024

SCHEDULE OF LONG TERM CONVERTIB

SCHEDULE OF LONG TERM CONVERTIBLE NOTES (Details) - USD ($) $ / shares in Units, $ in Thousands		9 Months Ended	12 Months Ended
		Sep. 30, 2023	Dec. 31, 2022
Convertible Loans One [Member]
Debt Instrument [Line Items]
Principal amount		$ 750	$ 750
Debt instrument issuance year		2018	2018
Interest Rate		10%	2%
Maturity Period		2026	2023
Current Conversion Price		$ 2.50	$ 7
Convertible Loans Two [Member]
Debt Instrument [Line Items]
Principal amount		$ 1,500	$ 1,600
Debt instrument issuance year		2019	2019
Interest Rate		10%	8%
Maturity Period		2026	2024
Current Conversion Price		$ 7	$ 7
Convertible Loans Three [Member]
Debt Instrument [Line Items]
Principal amount		$ 100	$ 5,000
Debt instrument issuance year		2019	2019
Interest Rate		8%	6%
Maturity Period		2023	2023
Current Conversion Price		$ 2.50	$ 7
Convertible Loans Four [Member]
Debt Instrument [Line Items]
Principal amount		$ 5,000	$ 100
Debt instrument issuance year		2019	2020
Interest Rate		10%	8%
Maturity Period		2026	2023
Current Conversion Price		$ 2.50	$ 7
Convertible Loans Five [Member]
Debt Instrument [Line Items]
Principal amount		$ 100	$ 8,000
Debt instrument issuance year		2020	2022
Interest Rate		8%	10%
Maturity Period		2023	2024
Current Conversion Price		$ 7	$ 2.50
Convertible Loans Six [Member]
Debt Instrument [Line Items]
Principal amount		$ 5,000	$ 1,150
Debt instrument issuance year		2022	2022
Interest Rate		10%	6%
Maturity Period		2026	2023
Current Conversion Price		$ 2.50	$ 4.50
Convertible Loans Seven [Member]
Debt Instrument [Line Items]
Principal amount	[1]	$ 1,150
Debt instrument issuance year		2022
Interest Rate		6%
Maturity Period		2023
Current Conversion Price		$ 4.50
Convertible Loans Eight [Member]
Debt Instrument [Line Items]
Principal amount		$ 5,000
Debt instrument issuance year		2023
Interest Rate		8%
Maturity Period		2026
Current Conversion Price		$ 2.46
Convertible Loans Nine [Member]
Debt Instrument [Line Items]
Principal amount		$ 660
Debt instrument issuance year		2023
Interest Rate		8%
Maturity Period		2024
Current Conversion Price	[2]
Convertible Loans [Member]
Debt Instrument [Line Items]
Principal amount		$ 19,260	$ 16,600

[1]See note 13.[2]See Koligo convertible loan agreement below.

CONVERTIBLE LOANS (Details Narr

CONVERTIBLE LOANS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Sep. 29, 2023	Mar. 27, 2023	Jan. 12, 2023	Jan. 10, 2023	Sep. 30, 2023	Dec. 31, 2022	Apr. 12, 2022	Oct. 03, 2019	May 17, 2019	Nov. 03, 2018
Debt Instrument [Line Items]
Common stock, par value					$ 0.0001	$ 0.0001
Lender [Member] \| Koligo Therapeutics Inc [Member]
Debt Instrument [Line Items]
Principal amount extended		$ 5,000
Interest rate		8%
Debt instrument maturity date		Jan. 01, 2024
Borrower [Member] \| Koligo Therapeutics Inc [Member]
Debt Instrument [Line Items]
Debt instrument conversion		If prior to December 31, 2023, the Borrower issues equity securities (“Equity Securities”) in a transaction or series of related transactions resulting in aggregate gross proceeds to the Borrower of at least $5,000 (excluding conversion of the Loan Amount) (a “Qualified Financing”), then the outstanding principal amount of the Loan Amount, and any and all accrued but unpaid interest thereon (collectively, the “Outstanding Amount”), will automatically convert into such Equity Securities issued pursuant to the Qualified Financing at a price per share equal to fifty percent (50%) of the price per share paid for each share of the Equity Securities purchased for cash by the investors in the Qualified Financing (the “Mandatory Conversion”). The per share price for the Mandatory Conversion shall be calculated on a fully diluted basis (including equity underlying all outstanding options, warrants, and other convertible securities, but excluding the Equity Securities issuable upon the Mandatory Conversion).
NewTech Convertible Loan Agreement [Member]
Debt Instrument [Line Items]
Principal amount extended				$ 4,000
Malik Loan Agreement [Member]
Debt Instrument [Line Items]
Principal amount extended				$ 1,000
NewTech Convertible Loan Agreement and Malik Loan Agreement [Member]
Debt Instrument [Line Items]
Interest rate				8%
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.
Intial installment conversion price				$ 2.464
NewTech Convertible Loan Agreement and Malik Loan Agreement [Member]
Debt Instrument [Line Items]
Common stock, par value				$ 0.0001
Convertible Loan Agreements [Member]
Debt Instrument [Line Items]
Convertible subordinated debt					$ 660
Convertible Loan Agreements [Member] \| NewTech Lender [Member]
Debt Instrument [Line Items]
Warrants to purchase common stock				405,844
Warrant excercise price				$ 2.50
Convertible Loan Agreements [Member] \| Malik Lender [Member]
Debt Instrument [Line Items]
Warrants to purchase common stock				101,461
Warrant excercise price				$ 2.50
Convertible Loan Agreements [Member] \| Lender [Member]
Debt Instrument [Line Items]
Principal amount extended		$ 1,500
Interest rate		10%
Debt instrument maturity date		Jan. 31, 2026
Sai Convertible Loan Agreement [Member] \| Lender [Member]
Debt Instrument [Line Items]
Principal amount extended	$ 25,000
Interest rate	10%
Intial installment conversion price	$ 2.50
Debt instrument maturity date	Dec. 01, 2027
Debt instrument conversion	the Outstanding Amount by (y) the Conversion Price. The “Initial Installment Conversion Price” for the Outstanding Amount relating to the Initial Installment shall be a price per share of Common Stock equal to $2.50. The “Subsequent Installment Conversion Price” for the Outstanding Amount relating to the Subsequent Installment(s) shall be a price per share of Common Stock equal to $3.50. Lender agrees that it shall not deliver a notice of conversion that upon effect results in the holder to beneficially own more than 19.99% of the then outstanding shares of Company’s Common Stock. Lender may elect to, instead of the conversion of the Outstanding Amount into Common shares of Company, convert the entire Outstanding Amount into the securities of Borrower pursuant to a the first issuance of equity of the Borrower under which the Borrower raises at least $5,000 in gross proceeds (“Qualified Financing”) at a price per share equal to 75% of the price per share paid for each share of the equity securities purchased for cash by the investors in such a Qualified Financing.
loan initial installment amount	$ 1,500
Subsequent installments amount	$ 23,500
Percentage of transaction costs	8%
Subsequent installment conversion price	$ 3.50
Qualified financing amount	$ 5,000
Debt instrument conversion rate	75%
Extension of Existing Loan Agreements [Member]
Debt Instrument [Line Items]
Principal amount extended			$ 12,000
Debt instrument conversion			(i) the interest rate on such principal amount of such loans was increased to 10% per annum commencing on February 1, 2023 (except for the Nir Convertible Loan Agreement dated as of April 12, 2022, which already had a 10% per annum interest rate), (ii) the conversion price of the loans was reduced from $7.00 to $2.50 (except for the Nir Convertible Loan Agreement dated as of April 12, 2022, which already had a $2.50 conversion price), (iii) the exercise price of the warrants issuable upon conversion of the 2% Notes and the Nir Convertible Loan Agreement dated as of May 17, 2019 was reduced to $2.50 per share and the term of such warrants was extended to January 31, 2026.
Extension of Existing Loan Agreements [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Interest rate			2%
Extension of Existing Loan Agreements [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Interest rate			10%
Dotan Extension Agreement [Member]
Debt Instrument [Line Items]
Principal amount extended								$ 750		$ 250
Interest rate								2%		2%
Lukach Extension Agreement [Member]
Debt Instrument [Line Items]
Principal amount extended								$ 750
Nir Extension Agreement [Member]
Debt Instrument [Line Items]
Principal amount extended							$ 5,000		$ 5,000	$ 500
Interest rate										2%
Convertible Loan Agreement [Member]
Debt Instrument [Line Items]
Interest rate							2%

SCHEDULE OF STOCK OPTIONS GRANT

SCHEDULE OF STOCK OPTIONS GRANTED (Details) $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($) $ / shares shares
Employees [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Number of options granted \| shares	253,500
Exercise price \| $ / shares	$ 0.74
Vesting peirod description	Quarterly over a period of two years
Fair value at grant \| $	$ 128
Expiration period	10 years
Non-Employees [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Number of options granted \| shares	8,335
Exercise price \| $ / shares	$ 1.36
Vesting peirod description	Annually over a period of five years
Fair value at grant \| $	$ 9
Expiration period	10 years

SCHEDULE OF STOCK OPTIONS, VALU

SCHEDULE OF STOCK OPTIONS, VALUATION ASSUMPTIONS (Details)	9 Months Ended
SCHEDULE OF STOCK OPTIONS, VALUATION ASSUMPTIONS (Details)	Sep. 30, 2023 $ / shares
Employees [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Dividend yield	0%
Expected stock price volatility, Minimum	70%
Expected stock price volatility,Maximum	78%
Risk free interest rate,Minimum	3.91%
Risk free interest rate, Maximum	4.28%
Employees [Member] \| Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Value of one common share	$ 0.58
Expected term (years)	5 years 6 months 21 days
Employees [Member] \| Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Value of one common share	$ 1.36
Expected term (years)	6 years 21 days
Non-Employees [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Value of one common share	$ 1.36
Dividend yield	0%
Expected term (years)	10 years
Expected stock price volatility	80%
Risk free interest rate	4.07%

SCHEDULE OF BASIC AND DILUTED L

SCHEDULE OF BASIC AND DILUTED LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Earnings Per Share [Abstract]
Net loss attributable to Orgenesis Inc.	$ 3,725	$ 1,356	$ 48,738	$ 10,792
Weighted average number of common shares outstanding,Basic	30,022,591	25,403,907	28,680,777	24,944,814
Weighted average number of common shares outstanding,Diluted	30,022,591	25,403,907	28,680,777	24,944,814
Net loss per share,Basic	$ 0.12	$ 0.05	$ 1.70	$ 0.43
Net loss per share,Diluted	$ 0.12	$ 0.05	$ 1.70	$ 0.43

LOSS PER SHARE (Details Narrati

LOSS PER SHARE (Details Narrative) - shares	3 Months Ended		9 Months Ended
LOSS PER SHARE (Details Narrative) - shares	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
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	7,963,476	7,040,592	7,680,038	6,481,221
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	7,213,348	3,118,868	7,139,018	2,327,590

SCHEDULE OF DISAGGREGATION OF R

SCHEDULE OF DISAGGREGATION OF REVENUE (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Disaggregation of Revenue [Line Items]
Total	$ 110	$ 7,988	$ 365	$ 22,401
POC Development Services [Member]
Disaggregation of Revenue [Line Items]
Total		1,118		13,716
Cell Process Development Services And Hospital Services [Member]
Disaggregation of Revenue [Line Items]
Total	110	4,438	365	5,837
POC Cell Processing [Member]
Disaggregation of Revenue [Line Items]
Total		$ 2,432		$ 2,848

SCHEDULE OF BREAKDOWN OF REVENU

SCHEDULE OF BREAKDOWN OF REVENUES PER CUSTOMER (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Disaggregation of Revenue [Line Items]
Revenue earned	$ 110	$ 7,988	$ 365	$ 22,401
Customer A [Member] \| UNITED STATES
Disaggregation of Revenue [Line Items]
Revenue earned			130
Customer B [Member] \| UNITED STATES
Disaggregation of Revenue [Line Items]
Revenue earned	45		90
Customer C [Member] \| UNITED STATES
Disaggregation of Revenue [Line Items]
Revenue earned	65		130
Customer D [Member] \| GREECE
Disaggregation of Revenue [Line Items]
Revenue earned		3,401		6,058
Customer E [Member] \| UNITED STATES
Disaggregation of Revenue [Line Items]
Revenue earned		669		4,398
Customer F [Member] \| KOREA, REPUBLIC OF
Disaggregation of Revenue [Line Items]
Revenue earned		283		3,708
Customer G [Member] \| UNITED ARAB EMIRATES
Disaggregation of Revenue [Line Items]
Revenue earned		$ 1,254		$ 3,508

SCHEDULE OF ACTIVITY FOR TRADE

SCHEDULE OF ACTIVITY FOR TRADE RECEIVABLES (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Defined Benefit Plan Disclosure [Line Items]
Balance as of beginning of period	$ 36,183	$ 15,245
Elimination of acquisition receivables		(1,337)
Additions	403	21,367
Collections	(6,090)	(11,187)
Allowances for credit losses	(24,388)
Exchange rate differences	(52)	(344)
Deconsolidation of Octomera	(5,985)
Balance as of end of period	$ 71	23,744
Related Party [Member]
Defined Benefit Plan Disclosure [Line Items]
Balance as of beginning of period		1,972
Additions		1,284
Collections		(1,070)
Balance as of end of period		$ 2,186

SCHEDULE OF ACTIVITY FOR CONTRA

SCHEDULE OF ACTIVITY FOR CONTRACT LIABILITIES (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Revenue from Contract with Customer [Abstract]
Balance as of beginning of period	$ 70	$ 59
Additions	156	11
Deconsolidation of Octomera	(106)
Balance as of end of period	$ 120	$ 70

OTHER SIGNIFICANT TRANSACTION_2

OTHER SIGNIFICANT TRANSACTIONS AND AGREEMENTS DURING THE NINE MONTHS ENDED SEPTEMBER 30, 2023 (Details Narrative) - USD ($) $ in Thousands		9 Months Ended
	Jul. 25, 2023	Sep. 30, 2023	Dec. 31, 2022	Sep. 30, 2022	Dec. 31, 2021
Equity interest valuation		$ 0
Sub - license fee		120	$ 70	$ 70	$ 59
SubLicense Agreements [Member]
Equity interest valuation	$ 8,000
Mircod LLC [Member]
Payments for termination of joint venture	$ 1,000	$ 300

LEGAL PROCEEDINGS (Details Narr

LEGAL PROCEEDINGS (Details Narrative) ₪ in Thousands, $ in Thousands				9 Months Ended
	Oct. 26, 2023 USD ($)	Sep. 06, 2023 USD ($)	Jan. 18, 2022 ILS (₪)	Sep. 30, 2023
Prceedings actions taken by plaintiff description				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 contain know-how and technology of Sheba and any and all know-how and technology either developed or supervised by Prof. Ferber in the field of cell therapy, including in the category of the point-of-care platform and any and all services and products in relation to the defendants’ CDMO activity.
Loss contingency, damages paid, value \| ₪			₪ 10,000
Greek Entity [Member]
Payments for royalty		$ 896
Mr Amir Hasidim [Member] \| Subsequent Event [Member]
Gain (loss) related to litigation settlement	$ 1,150
Litigation settlement interest percentage	6%
Convertible Debt	$ 5,000
Litigation Settlement Interest	$ 1,150

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended		9 Months Ended
	Nov. 09, 2023	Nov. 08, 2023	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2022	Feb. 23, 2023	Dec. 31, 2022
Subsequent Event [Line Items]
Common stock, par value			$ 0.0001				$ 0.0001
Number of shares obligated to purchase			$ 1,000		$ 2,175
Subsequent Event [Member]
Subsequent Event [Line Items]
Gross proceeds from offering	$ 943
Securities Purchase Agreement [Member]
Subsequent Event [Line Items]
Common stock, par value						$ 0.0001
Warrants exercisable shares of stock						973,684
Exercise price						$ 1.90
Securities Purchase Agreement [Member] \| Subsequent Event [Member]
Subsequent Event [Line Items]
Offering shares		1,410,256
Common stock, par value		$ 0.0001
Warrants exercisable shares of stock		1,410,256
Exercise price		$ 0.78
Equity Line Of Credit Agreement [Member] \| Subsequent Event [Member] \| Investor [Member]
Subsequent Event [Line Items]
Warrants exercisable shares of stock		750,000
Exercise price		$ 0.01
Number of shares obligated to purchase		$ 25,000