Orgenesis (ORGS) 10-K 15 Apr 24 2023 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Dec. 31, 2023	Apr. 15, 2024	Jun. 30, 2023
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Period Focus	FY
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, par value $0.0001 per share
Trading Symbol	ORGS
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Public Float			$ 35,033,921
Entity Common Stock, Shares Outstanding		34,338,782
Documents Incorporated By Reference	None
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Auditor Firm ID	1309
Auditor Name	Kesselman & Kesselman
Auditor Location	Haifa, Israel

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
CURRENT ASSETS:
Cash and cash equivalents	$ 837	$ 5,311
Restricted cash	642	1,058
Accounts receivable, net of credit losses of $0	88	36,183
Prepaid expenses and other receivables	2,017	958
Convertible loan		2,688
Inventory	34	120
Total current assets	4,076	46,318
NON CURRENT ASSETS:
Deposits	38	331
Equity investees	8	39
Loans to associates		96
Property, plants and equipment, net	1,475	22,834
Intangible assets, net	7,375	9,694
Operating lease right-of-use assets	351	2,304
Goodwill	1,211	8,187
Deferred tax		103
Other assets	18	1,022
Total non-current assets	10,476	44,610
TOTAL ASSETS	14,552	90,928
CURRENT LIABILITIES:
Accrued expenses and other payables	2,218	2,648
Income tax payable	740	289
Employees and related payables	1,079	1,860
Advance payments on account of grant	2,180	1,578
Short-term loans	650
Current maturities of finance leases	18	60
Current maturities of operating leases	216	542
Short-term and current maturities of convertible loans	2,670	4,504
TOTAL CURRENT LIABILITIES	16,407	15,910
LONG-TERM LIABILITIES:
Non-current operating leases	96	1,728
Convertible loans	18,967	13,343
Retirement benefits obligation		163
Finance leases	4	95
Other long-term liabilities	61	415
TOTAL LONG-TERM LIABILITIES	19,128	15,744
TOTAL LIABILITIES	35,535	31,654
REDEEMABLE NON-CONTROLLING INTEREST		30,203
EQUITY (CAPITAL DEFICIENCY):
Common stock of $0.0001 par value: Authorized at December 31, 2023 and December 31, 2022: 145,833,334 shares; Issued at December 31, 2023 and December 31, 2022: 32,163,630 and 25,832,322 shares, respectively; Outstanding at December 31, 2023 and December 31, 2022: 31,877,063 and 25,545,755 shares, respectively.	3	3
Additional paid-in capital	156,837	150,355
Accumulated other comprehensive income (loss)	65	(270)
Treasury stock 286,567 shares as of December 31, 2023 and December 31, 2022	(1,266)	(1,266)
Accumulated deficit	(176,622)	(121,261)
Equity attributable to Orgenesis Inc.	(20,983)	27,561
Non-controlling interests		1,510
TOTAL EQUITY (CAPITAL DEFICIENCY)	(20,983)	29,071
TOTAL LIABILITIES, REDEEMABLE NON-CONTROLLING INTEREST AND EQUITY (CAPITAL DEFICIENCY)	14,552	90,928
Related Party [Member]
CURRENT ASSETS:
Accounts receivable, net of credit losses of $0
Receivables from related parties	458
CURRENT LIABILITIES:
Accounts payable	133
Other payable related parties	52
Nonrelated Party [Member]
CURRENT LIABILITIES:
Accounts payable	$ 6,451	$ 4,429

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
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	32,163,630	25,832,322
Common stock, shares outstanding	31,877,063	25,545,755
Treasury stock, shares	286,567	286,567

Consolidated Statements of Comp

Consolidated Statements of Comprehensive Loss (Income) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Defined Benefit Plan Disclosure [Line Items]
Total revenues	$ 530	$ 36,025
Cost of revenues	6,255	5,133
Gross (loss) profit	(5,725)	30,892
Cost of development services and research and development expenses	10,623	21,933
Amortization of intangible assets	721	911
Selling, general and administrative expenses included credit losses of $24,367 for the year ended December 31, 2023	35,134	15,589
Share in net loss of associated companies	734	1,508
Impairment of investment	699
Impairment of intangible assets		1,061
Operating loss	53,636	10,110
Loss from deconsolidation of Octomera (see Note 3)	5,343
Other income, net	(4)	(173)
Credit loss on convertible loan receivable	2,688
Loss from extinguishment in connection with convertible loan	283	52
Financial expenses, net	2,499	1,971
Loss before income taxes	64,445	11,960
Tax expense	473	209
Net loss	64,918	12,169
Net (loss) income attributable to non-controlling interests	(9,557)	2,720
Net loss attributable to Orgenesis Inc.	$ 55,361	$ 14,889
Loss per share:
Basic	$ 1.91	$ 0.59
Diluted	$ 1.91	$ 0.59
Weighted average number of shares used in computation of Basic and Diluted loss per share:
Basic	29,007,869	25,096,284
Diluted	29,007,869	25,096,284
Comprehensive loss:
Net loss	$ 64,918	$ 12,169
Other Comprehensive loss – Translation adjustment	49	477
Release of translation adjustment due to deconsolidation of Octomera	(384)
Comprehensive loss	64,583	12,646
Comprehensive (loss) income attributed to non-controlling interests	(9,557)	2,720
Comprehensive loss attributed to Orgenesis Inc.	55,026	15,366
Nonrelated Party [Member]
Defined Benefit Plan Disclosure [Line Items]
Total revenues	530	34,741
Related Party [Member]
Defined Benefit Plan Disclosure [Line Items]
Total revenues		$ 1,284

Consolidated Statements of Co_2

Consolidated Statements of Comprehensive Loss (Income) (Parenthetical) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
Income Statement [Abstract]
Credit losses expenses	$ 24,367

Consolidated Statements of Chan

Consolidated Statements of Changes in Equity (Capital Deficiency) - USD ($) $ in Thousands	Common Stock [Member]		Additional Paid-in Capital [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			916				916		916
Stock-based compensation to service providers			66				66		66
Issuance and modification of warrants with respect to convertible loans			950				950		950
Extinguishment in connection with convertible loan restructuring			226				226		226
Comprehensive income (loss) for the period				(477)		(14,889)	(15,366)	2,720	(12,646)
Exercise of options		[1]	6				6		6
Exercise of options, 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
Non- Controlling Interest arising from a business combination								(1,353)	(1,353)
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			415				415		415
Stock-based compensation to service providers			48				48		48
Issuance of shares and warrants net of issuance costs		[2]	5,283				5,283		5,283
Issuance of shares and warrants net of issuance costs, shares	5,357,624
Issuance of Shares due to exercise of warrants		[2]
Issuance of Shares due to exercise of warrants, shares	973,684
Issuance and modification 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				(49)		(55,361)	(55,410)	(150)	(55,560)
Balance at Dec. 31, 2023	$ 3		$ 156,837	$ 65	$ (1,266)	$ (176,622)	$ (20,983)		$ (20,983)
Balance, shares at Dec. 31, 2023	31,877,063
[1]Represents an amount lower than $1[2]Represents an amount lower than $1

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (64,918)	$ (12,169)
Adjustments required to reconcile net loss to net cash used in operating activities:
Stock-based compensation	463	982
Capital gain, net		(170)
Loss from deconsolidation of Octomera	5,343
Share in loss of associated companies, net	734	1,508
Depreciation and amortization expenses	1,560	1,978
Credit loss on convertible loan receivable	2,688
Impairment of investment	699
Impairment expenses of intangible assets		1,061
Effect of exchange differences on inter-company balances	227	502
Net changes in operating leases	(50)	(61)
Interest expense accrued on loans and convertible loans	1,508	1,372
Loss from extinguishment in connection with convertible loan restructuring	283	52
Changes in operating assets and liabilities:
Accounts receivable	30,060	(21,051)
Prepaid expenses, other accounts receivable	432	391
Inventory	(389)	(7)
Other assets	13	26
Related parties, net	(439)
Accounts payable	5,516	(1,321)
Accrued expenses and other payable	1,013	2,302
Employee and related payables	411	(216)
Deferred taxes, net	9	(103)
Net cash used in operating activities	(14,837)	(24,924)
CASH FLOWS FROM INVESTING ACTIVITIES:
Repayment of convertible loan to related party partners		538
Decrease in loan to associate entities	55
Increase in loan to associate entities		(4,131)
Repayment of loan granted		782
Sale of property, plants and equipment		246
Purchase of property, plants and equipment	(2,096)	(12,416)
Investment in associated company	(660)
Cash acquired from acquisition of Mida		702
Impact to cash resulting from deconsolidation (see Note 3)	(973)
Increase in cash from business combinations of TLABS and Orgenesis Austria		160
Investment in long-term deposits	(33)	(14)
Net cash used in investing activities	(3,707)	(14,133)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of shares due to exercise of options and warrants (net of transaction costs)	5,283	2,181
Proceeds from issuance of convertible loans	5,735	19,150
Proceeds from transaction with redeemable non-controlling interest that do not result in a loss of control, see note 3	5,000	20,000
Repayment of convertible loans and convertible bonds	(3,000)	(2,300)
Repayment of short and long-term debt	(35)	(46)
Proceeds from issuance of loans payable	635
Grant received in respect of third party		1,396
Transfer of the grant received to third party		(803)
Net cash provided by financing activities	13,618	39,578
NET CHANGE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH	(4,926)	521
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	36	(126)
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF YEAR	6,369	5,974
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF YEAR	1,479	6,369
SUPPLEMENTAL NON-CASH FINANCING AND INVESTING ACTIVITIES
Right-of-use assets obtained in exchange for new finance lease liabilities		136
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	(383)
Loan conversion for Redeemable non-controlling interest (See note 3)		10,203
Issuance of common stocks in connection with the acquisition of Mida		100
Extinguishment in connection with convertible loan restructuring	287	226
CASH PAID DURING THE YEAR FOR:
Interest	$ 785	$ 458

DESCRIPTION OF BUSINESS

DESCRIPTION OF BUSINESS	12 Months Ended
	Dec. 31, 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 Second Amended and Restated Limited Liability Company Agreement (the “LLC Agreement Amendment”) to change the name of Morgenesis to “Octomera LLC” and to amend Morgenesis’ board composition. Pursuant to the LLC Agreement Amendment, the board of managers of Octomera (the “Octomera Board”) will be comprised of five managers, two of which will be appointed by the Company, one of which will be an industry expert appointed by MM, and two of which will be appointed by MM. The change was effective immediately. As a result of the On January 29, 2024, the Company and MM entered into a Unit Purchase Agreement (the “UPA”), pursuant to which the Company acquired all of the preferred units of Octomera owned by MM (the “Acquisition”). Accordingly, the Company currently owns 100 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 December 31, 2023, the Company had an accumulated deficit of $ 176,622 14,837 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. 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.

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES The consolidated financial statements are prepared in accordance with accounting principles generally a. Use of Estimates in the Preparation of Financial Statements The preparation of 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. b. Business Combination The Company allocates the fair value of consideration transferred in a business combination to the assets acquired, liabilities assumed, and non-controlling interests in the acquired business based on their fair values at the acquisition date. All assets and liabilities are recognized in fair value. The purchase price allocation process requires management to make significant estimates and assumptions, especially at the acquisition date with respect to intangible assets. Direct transaction costs associated with the business combination are expensed as incurred. The excess of the fair value of the consideration transferred plus the fair value of any non-controlling interest in the acquiree over the fair value of the assets acquired, liabilities assumed in the acquired business is recorded as goodwill. The allocation of the consideration transferred in certain cases may be subject to revision based on the final determination of fair values during the measurement period, which may be up to one year from the acquisition date. The cumulative impact of revisions during the measurement period is recognized in the reporting period in which the revisions are identified. The Company includes the results of operations of the business that it has acquired in its consolidated results prospectively from the date of acquisition. If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously held equity interest in the acquire is re-measured to fair value at the acquisition date; any gains or losses arising from such re-measurement are recognized in profit or loss. c. Cash Equivalents The Company considers cash equivalents to be all short-term, highly liquid investments, which include money market instruments, that are not restricted as to withdrawal or use, and short-term bank deposits with original maturities of three months or less from the date of purchase that are not restricted as to withdrawal or use and are readily convertible to known amounts of cash. d. Cost of development services and research and development expenses Cost of development services and research and development expenses include costs directly attributable to the conduct of research and development activities, including the cost of salaries, stock-based compensation expenses, payroll taxes and other employees’ benefits, lab expenses, consumable equipment, courier fees, travel expenses, professional fees and consulting fees. All costs associated with research and developments are expensed as incurred. Participation from government departments and from research foundations for development of approved projects is recognized as a reduction of expense as the related costs are incurred. Research and development in-process acquired as part of an asset purchase, which has not reached technological feasibility and has no alternative future use, is expensed as incurred. e. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its Subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. f. Non-Marketable Equity Investments The Company’s investments in certain non-marketable equity securities in which it has the ability to exercise significant influence, but it does not control through variable interests or voting interests. These are accounted for under the equity method of accounting and presented as Investment in associates, net, in the Company’s consolidated balance sheets. Under the equity method, the Company recognizes its proportionate share of the comprehensive income or loss of the investee. The Company’s share of income and losses from equity method investments is included in share in losses of associated company. The Company periodically reviews equity method investments for impairment in value whenever events or changes in circumstances indicate that the carrying amount of such investments may not be recoverable. The Company will record an impairment charge to the extent that the estimated fair value of an investment is less than its carrying value and the Company determines the impairment is other-than-temporary. Impairment charges, if applicable, are recorded in “Share in net (losses) profits of associated companies”. For other investments, the Company applies the measurement alternative upon the adoption of ASU 2016-01 and elected to record equity investments without readily determinable fair values at cost, less impairment, adjusted for subsequent observable price changes. In this measurement alternative method, changes in the carrying value of the equity investments are reflected in current earnings. Changes in the carrying value of the equity investment are required to be made whenever there are observable price changes in orderly transactions for the identical or similar investment of the same issuer. g. Fair value measurement The Company measures fair value and discloses fair value measurements for financial assets and liabilities. Fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The accounting standard establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. Level 2: Observable inputs that are based on inputs not quoted on active markets, but corroborated by market data. Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and considers counterparty credit risk in its assessment of fair value. h. Functional Currency The currency of the primary economic environment in which the operations of the Company and part of its Subsidiaries are conducted is the U.S. dollar (“$” or “dollar”). The functional currency of the Belgian Subsidiary is the Euro (“€” or “Euro”). Most of the Company’s expenses are incurred in dollars, and the source of the Company’s financing has been provided in dollars. Thus, the functional currency of the Company and its other subsidiaries is the dollar. Transactions and balances originally denominated in dollars are presented at their original amounts. Balances in foreign currencies are translated into dollars using historical and current exchange rates for nonmonetary and monetary balances, respectively. For foreign transactions and other items reflected in the statements of operations, the following exchange rates are used: (1) for transactions – exchange rates at transaction dates or average rates and (2) for other items (derived from nonmonetary balance sheet items such as depreciation) – historical exchange rates. The resulting transaction gains or losses are recorded as financial income or expenses. The financial statements of the Belgian Subsidiary is included in the consolidated financial statements, translated into U.S. dollars. Assets and liabilities are translated at year-end exchange rates, while revenues and expenses are translated at yearly average exchange rates during the year. Differences resulting from translation of assets and liabilities are presented as other comprehensive income. i. Inventory The Company’s inventory consists of raw material for use for the services provided. The Company periodically evaluates the quantities on hand. Cost of the raw materials is determined using the weighted average cost method. The inventory is recorded at the lower of cost or net realizable value. j. Property, Plants and Equipment Property, plants and equipment are recorded at cost and depreciated by the straight-line method over the estimated useful lives of the related assets. Annual rates of depreciation are presented in the table below: SCHEDULE OF ANNUAL DEPRECIATION RATES, PROPERTY AND EQUIPMENT Weighted Average Useful Life (Years) Production facility 3 5 Laboratory equipment 1 7 Office equipment and computers 3 17 k. Intangible assets Intangible assets and their useful lives are as follows: SCHEDULE OF INTANGIBLE ASSETS AND THEIR USEFUL LIVE Useful Life (Years) Amortization Recorded at Comprehensive Loss Line Item Technology 15 Amortization of intangible assets Intangible assets are recorded at acquisition less accumulated amortization and impairment. Definite lived intangible assets are amortized over their estimated useful life using the straight-line method, which is determined by identifying the period over which the cash flows from the asset are expected to be generated. The Company capitalizes IPR&D projects acquired as part of a business combination. On successful completion of each project, IPR&D assets are reclassified to developed technology and amortized over their estimated useful lives. l. Goodwill Goodwill represents the excess of consideration transferred over the value assigned to the net tangible and identifiable intangible assets of businesses acquired. Goodwill is allocated to reporting units expected to benefit from the business combination. Goodwill is not amortized but rather tested for impairment at least annually in the fourth quarter, or more frequently if events or changes in circumstances indicate that goodwill may be impaired. Before the Octomera deconsolidation, the Company reallocated its goodwill into two identified operating units: Octomera and Therapies. Subsequent to the Octomera deconsolidation, the goodwill allocated to Octomera was derecognized. As of December 31, 2023 - goodwill is solely allocated to Therapies operating unit. Goodwill impairment is recognized when the quantitative assessment results in the carrying value exceeding the fair value, in which case an impairment charge is recorded to the extent the carrying value exceeds the fair value. There were no m. Impairment of Long-lived Assets The Company reviews its property, plants and equipment, intangible assets subject to amortization and other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset class may not be recoverable. Indicators of potential impairment include: an adverse change in legal factors or in the business climate that could affect the value of the asset; an adverse change in the extent or manner in which the asset is used or is expected to be used, or in its physical condition; and current or forecasted operating or cash flow losses that demonstrate continuing losses associated with the use of the asset. If indicators of impairment are present, the asset is tested for recoverability by comparing the carrying value of the asset to the related estimated undiscounted future cash flows expected to be derived from the asset. If the expected cash flows are less than the carrying value of the asset, then the asset is considered to be impaired and its carrying value is written down to fair value, based on the related estimated discounted cash flows. For indefinite life intangible assets, the Company performs an impairment test annually in the fourth quarter and whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. The Company determines the fair value of the asset based on discounted cash flows and records an impairment loss if its book value exceeds fair value. Impairment charges of IPR&D during the year ended December 31, 2022 were $ 1,061 Impairment charges of other investment during the year ended December 31, 2023 were $ 699 n. Income Taxes 1) With respect to deferred taxes, income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is recognized to the extent that it is more likely than not that the deferred taxes will not be realized in the foreseeable future. 2) The Company follows a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the available evidence indicates that it is more likely than not that the position will be sustained on examination. If this threshold is met, the second step is to measure the tax position as the largest amount that is greater than 50% likely of being realized upon ultimate settlement 3) Taxes that would apply in the event of disposal of investment in Subsidiaries and associated companies have not been taken into account in computing the deferred income taxes, as it is the Company’s intention to hold these investments and not realize them. o. Stock-based Compensation The Company recognizes stock-based compensation for the estimated fair value of share-based awards. The Company measures compensation expense for share-based awards based on estimated fair values on the date of grant using the Black-Scholes option-pricing model. This option pricing model requires estimates as to the option’s expected term and the price volatility of the underlying stock. The Company amortizes the value of share-based awards to expense over the vesting period on a straight-line basis. p. Redeemable Non-controlling Interest Non-controlling interests with embedded redemption features, whose settlement is not at the Company’s discretion, are considered redeemable non-controlling interest. Redeemable non-controlling interests are considered to be temporary equity and are therefore presented as a mezzanine section between liabilities and equity on the Company’s consolidated balance sheets. Redeemable non-controlling interests are measured at the greater of the initial carrying amount adjusted for the non-controlling interest’s share of comprehensive income or loss or its redemption value. Subsequent adjustment of the amount presented in temporary equity is required only if the Company’s management estimates that it is probable that the instrument will become redeemable. Adjustments of redeemable non-controlling interest to its redemption value are recorded through additional paid-in capital. q. Loss per Share of Common Stock Basic net loss (income) per share is computed by dividing the net loss (income) for the period by the weighted average number of shares of common stock outstanding for each period. Diluted net income per share is based upon the weighted average number of common shares and of common shares equivalents outstanding when dilutive. Common share equivalents include: (i) outstanding stock options, RSUs and warrants which are included under the treasury share method when dilutive, and (ii) common shares to be issued under the assumed conversion of the Company’s outstanding convertible loans and debt, which are included under the if-converted method when dilutive (See Note 14). r. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of principally cash and cash equivalents, bank deposits The Company’s accounts receivable accounting policy until December 31, 2022, prior to the adoption of the new Current Expected Credit Losses (“CECL”) standard, created bad debts when objective evidence existed of inability to collect all sums owed it under the original terms of the debit balances. Material customer difficulties, the probability of their going bankrupt or undergoing economic reorganization and insolvency, material delays in payments and other objective considerations by management that indicate expected risk of payment were all considered indicative of reduced debtor balance value. Effective January 1, 2023, the Company adopted the new CECL standard. The Company maintains the allowance for estimated losses resulting from the inability of the Company’s customers to make required payments. The Company considers historical collection experience for each of its customers and when revenue and accounts receivable are recorded. The Company also recognizes estimated expected credit losses over the life of the accounts receivables. The estimate of expected credit losses considers not only historical information, but also current and future economic conditions and events. s. Treasury shares The Company repurchases its common stock from time to time on the open market and holds such shares as treasury stock. The Company presents the cost to repurchase treasury stock as a reduction of shareholders’ equity. The Company did not reissue nor cancel treasury shares during the year ended December 31, 2023 and December 31, 2022. t. Other Comprehensive Loss Other comprehensive loss represents adjustments of foreign currency translation. u. Revenue from Contracts with Customers The Company’s agreements are primarily service and processing contracts, the performance obligations of which range in duration from a few months to one year. The Company applies the revenue guidance to contracts when control of the services is transferred to the customer for an amount, referred to as the transaction price, which reflects the consideration to which the Company is expected to be entitled in exchange for those goods or services and when it is probable that the Company will collect substantially all of the consideration to which it is entitled in exchange for the goods and services it transfers to the customer. The Company does not adjust the promised amount of consideration for the effects of a significant financing component since the Company expects, at contract inception, that the period between the time of transfer of the promised goods or services to the customer and the time the customer pays for these goods or services to be generally one year or less. The Company’s credit terms to customers are in average between thirty and one hundred and fifty days. Nature of Revenue Streams The Company has four main revenue streams, which are License fees, POCare development services, cell process development services, including hospital supplies, and POCare cell processing. License fees Revenue recognized under license fees are recognized upon the confirmation of licensee of milestones completed and certainty of payment of the license fee . POCare Development Services Revenue recognized under contracts for POCare development services may, in some contracts, represent multiple performance obligations (where promises to the customers are distinct) in circumstances in which the work packages are not interrelated or the customer is able to complete the services performed. For arrangements that include multiple performance obligations, the transaction price is allocated to the identified performance obligations based on their relative standalone selling prices. The Company recognizes revenue when, or as, it satisfies a performance obligation. At contract inception, the Company determines whether the services are transferred over time or at a point in time. Performance obligations that have no alternative use and that the Company has the right to payment for performance completed to date, at all times during the contract term, are recognized over time. All other performance obligations are recognized as revenues by the Company at a point of time (upon completion) . Revenues from support services provided to the Company’s customers are recognized as and when the services are provided, because the customer simultaneously receives and consumes the benefits provided. Significant Judgement and Estimates Significant judgment is required to identifying the distinct performance obligations and estimating the standalone selling price of each distinct performance obligation and identifying which performance obligations create assets with alternative use to the Company, which results in revenue recognized upon completion, and which performance obligations are transferred to the customer over time, and the estimate of credit losses. Cell Process Development Services Revenue recognized under contracts for cell process development services may, in some contracts, represent multiple performance obligations (where promises to the customers are distinct) in circumstances in which the work packages and milestones are not interrelated or the customer is able to complete the services performed independently or by using competitors of the Company. In other contracts when the above circumstances are not met, the promises are not considered distinct, and the contract represents one performance obligation. For arrangements that include multiple performance obligations, the transaction price is allocated to the identified performance obligations based on their relative standalone selling prices. For these contracts, the standalone selling prices are based on the Company’s normal pricing practices when sold separately with consideration of market conditions and other factors, including customer demographics and geographic location. The Company measures the revenue to be recognized over time on a contract-by-contract basis, determining the use of either a cost-based input method or output method, depending on whichever best depicts the transfer of control over the life of the performance obligation. Included in cell process development services is hospital supplies revenue, which is derived principally from the performance of services to hospitals or other medical providers. Revenue is earned and recognized when product and services are received by the customer. POCare Cell Processing Revenues from POCare Cell processing represent performance obligations which are recognized either over, or at a point of time. The progress towards completion is measured on an output measure based on direct measurement of the value transferred to the customer (units produced). Change Orders Changes in the scope of work are common and can result in a change in transaction price, equipment used and payment terms. Change orders are evaluated on a contract-by-contract basis to determine if they should be accounted for as a new contract or as part of the existing contract. Generally, services from change orders are not distinct from the original performance obligation. As a result, the effect that the contract modification has on the contract revenue, and measure of progress, is recognized as an adjustment to revenue when they occur. v. Leases The Company determines if an arrangement is a lease at inception. Lease classification is governed by five criteria in ASC 842-10-25-2. If any of these five criteria is met, The Company classifies the lease as a finance lease; otherwise, the Company classifies the lease as an operating lease. When determining lease classification, the Company’s approach in assessing two of the mentioned criteria is: (i) generally 75% or more of the remaining economic life of the underlying asset is a major part of the remaining economic life of that underlying asset; and (ii) generally 90% or more of the fair value of the underlying asset comprises substantially all of the fair value of the underlying asset Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in the consolidated balance sheet. Finance leases are included in property, plants and equipment, net and finance lease liabilities in the consolidated balance sheet. ROU assets represent Orgenesis’ right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at the commencement date to determine the present value of the lease payments. The standard also provides practical expedients for an entity’s ongoing accounting. The Company elected the short-term lease recognition exemption for all leases with a term shorter than 12 months. This means that for those leases, the Company does not recognize ROU assets or lease liabilities but recognizes lease expenses over the lease term on a straight-line basis. Lease terms will include options to extend or terminate the lease when it is reasonably certain that Orgenesis will exercise or not exercise the option to renew or terminate the lease. w. Segment reporting Since the Metalmark Investment, the Company’s business includes two reporting segments: Octomera and Therapies. See note 5. x. 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 will be effective for Smaller Reporting Companies (SRCs, as defined by the SEC) for the fiscal year beginning on January 1, 2023, including interim periods within that year. The 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 will result in the acquirer recognizing contract assets and contract liabilities at the same amounts recorded by the acquiree. The guidance should be applied prospectively to acquisitions occurring on or after the effective date. The guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted, including in interim periods, for any financial statements that have not yet been issued. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. y. Recently issued accounting pronouncements, not yet adopted On August 23, 2023, 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. In November 2023, the FASB issued ASU 2023-07 “Segment Reporting: Improvements to Reportable Segment Disclosures”. This guidance expands public entities’ segment disclosures primarily by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments are required to be applied retrospectively to all prior periods presented in an entity’s financial statements. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements related disclosures. In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. This guidance is intended to enhance the transparency and decision-usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to disclosure regarding rate reconciliation and income taxes paid both in the U.S. and in foreign jurisdictions. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 on a prospective basis, with the option to apply the standard retrospectively. Early adoption is permitted. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements disclosures.

REDEEMABLE NON-CONTROLLING INTE

REDEEMABLE NON-CONTROLLING INTEREST AND DECONSOLIDATION	12 Months Ended
	Dec. 31, 2023
Noncontrolling Interest [Abstract]
REDEEMABLE NON-CONTROLLING INTEREST AND DECONSOLIDATION	NOTE 3 – REDEEMABLE NON-CONTROLLING INTEREST AND DECONSOLIDATION Metalmark Investment in Octomera LLC On November 4, 2022, the Company and MM OS Holdings, L.P. (“MM”), an affiliate of Metalmark Capital Partners (“Metalmark”), POCare Services Pursuant to the Unit Purchase Agreement (the “UPA”), MM agreed to purchase 3,019,651 22.31 30,196 (i) $20,000 thousand of cash consideration and (ii) the conversion of $10,200 thousand of MM’s then-outstanding senior secured convertible loans previously entered into with MM pursuant to that certain Senior Secured Convertible Loan Agreement, dated as of August 15, 2022, between MM, Octomera and the Company. 125,000,000 77.69 If (a) Octomera and its subsidiaries generate Net Revenue (as defined in the UPA) equal to or greater than $ 30,000,000 50,000,000 10,000,000 1,000,000 10,000,000 1,000,000 The Company’s stockholders approved the LLC agreement terms at its annual meeting of stockholders held in June 2023. However, Octomera and its subsidiaries did not meet the Net Revenue milestones for either of the years ended December 31, 2022 and 2023. 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”). 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. MM invested $ 6,500 650,000 660 66,010 The Preferred Units have voting rights, may be converted into ordinary shares, and are prioritized over ordinary shares in case of dividend or redemption. The Company considers the provisions of Accounting Standards Codification Distinguishing Liabilities from Equity (“ASC 480”) in order to determine whether the Preferred Units should be classified as a liability. If the instrument is not within the scope of ASC 480, the Company further analyzes the instrument’s characteristics in order to determine whether it should be classified within temporary equity (mezzanine) or within permanent equity in accordance with the provisions of ASC 480-10-S99. The preferred units are not mandatorily or currently redeemable. However, they include a liquidation or deemed liquidation event that would constitute a redemption event that is outside of the Company’s control. As such, all redeemable preferred units have been presented outside of permanent equity as a redeemable non-controlling interest. The Company further analyzed and concluded that the future Preferred Units investments are considered embedded in the initial Preferred Units that were issued and are considered clearly and closely related to the host instrument and therefore should not be bifurcated. 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) Fair value of the retained interest in Octomera $ - Net assets deconsolidated 4,959 Release of translation adjustment 384 Net profit $ 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 comprised of the assumed fair value of the Octomera shares held by the Company. Following the deconsolidation, the Company recognized related party balances that are disclosed on the face of the Company’s balance sheet. 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: 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 On January 29, 2024, the Company and MM entered into a Unit Purchase Agreement (the “UPA”), pursuant to which the Company acquired all of the equity interests of Octomera that were owned by MM (the “Acquisition”). In consideration for such Acquisition, the Company and MM agreed to the following consideration: Royalty Payments: If Octomera and its subsidiaries generate Net Revenue during the three year period (2025-2027), then the Company will pay 5 % of Net Revenues to MM pursuant to the UPA. Milestone Payments: If the Company sells Octomera within ten years from the date of the Closing at a price that is more than $ 40 5 Pursuant to the acquisition, MM’s designated members of the Board of Managers of Octomera resigned and the Company amended the Second Amended and Restated Limited Liability Company Agreement of Octomera to be a single member agreement to reflect the transactions contemplated by the UPA so that MM shall no longer (i) be a party to such agreement, (ii) have a right to appoint members of the board of managers of Octomera or (iii) be a member of Octomera. In addition, the outstanding indebtedness payable from Orgenesis Maryland LLC to MM pursuant to an aggregate of 10 secured promissory notes (the “Notes”) with a collective original principal amount of $ 2,600

EQUITY INVESTMENTS AND LOANS TO

EQUITY INVESTMENTS AND LOANS TO ASSOCIATES	12 Months Ended
	Dec. 31, 2023
Equity Method Investments and Joint Ventures [Abstract]
EQUITY INVESTMENTS AND LOANS TO ASSOCIATES	NOTE 4 – EQUITY INVESTMENTS AND LOANS TO ASSOCIATES As of December 31, 2023, and December 31, 2022, the balances of our equity-method investments were $ 8 39 a. Octomera LLC The Company owned approximately 75 100 As of December 31, 2023, the balance of our equity-method investment related to Octomera was approximately $ 0 660 9,355 The following table presents summarized results of operations for the six months since the date of deconsolidation: SUMMARY OF RESULTS OF OPERATIONS Six-Months Ended December 31, 2023 Total revenue $ 53 Gross loss $ 5,010 Net loss $ 20,145 b. Butterfly Biosciences Sarl During 2020, the Company and Kidney Cure (“KC”), pursuant to the Kidney Cure JVA incorporated the KC JV Entity known as Butterfly Biosciences Sarl (“BB”) in Switzerland. BB will be involved in the (i) implementation of a point-of-care strategy; (ii) assessment of the options for development and manufacture of various cell-based types (including kidney derived cells, MSC cells, exosomes, gene therapies) development; and (iii) development of protocols and tests for kidney therapies. The Company holds a 49 51 c. RevaCel During 2021, the Company and Revatis S.A (“Revatis”), pursuant to the Revatis JVA (See Note 11) incorporated the Revatis JV Entity known as RevaCel Srl (“RevaCel”) in Belgium. RevaCel will develop products in the field of muscle-derived mesenchymal stem/progenitor cells. The Company holds a 51 49 8 The table below sets forth a summary of the changes in the investments and loans for the years ended December 31, 2023 and December 31, 2022 SCHEDULE OF CHANGES IN INVESTMENTS AND LOAN 2023 2022 December 31, 2023 2022 (in thousands) Opening balance $ 135 $ 584 Investments during the period 660 - Loan granted to associates - 4,131 Repayment of loan (55 ) - Business Combinations - (3,156 ) Fair value of the retained interest in Octomera (see Note 3) - - Interest from loans to associates - 161 Share in net loss of associated companies (734 ) (1,508 ) Exchange rate differences 2 (77 ) Total $ 8 $ 135

SEGMENT INFORMATION

SEGMENT INFORMATION	12 Months Ended
	Dec. 31, 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 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, namely Octomera and Therapies, to make decisions about resources to be allocated to the segments and assess their performance. The Company does not review assets by segment. Therefore, the measure of assets has not been disclosed for each segment. Segment data for the year ended December 31, 2023 is as follows: SCHEDULE OF SEGMENT REPORTING Octomera Therapies Eliminations Consolidated (in thousands) Revenues $ 68 $ 515 $ (53 ) $ 530 Cost of revenues * (9,505 ) (690 ) 4,421 (5,774 ) Gross profit (loss) (9,437 ) (175 ) 4,368 (5,244 ) Cost of development services and research and development expenses * (9,211 ) (5,811 ) 4,711 (10,311 ) Operating expenses * (37,878 ) (7,102 ) 9,892 (35,088 ) Impairment of investment - (699 ) - (699 ) Share in net income of associated companies - (74 ) (660 ) (734 ) Profit from deconsolidation - - (5,343 ) (5,343 ) Other income, net 1 3 - 4 Depreciation and amortization (1,765 ) (782 ) 987 (1,560 ) Credit loss on convertible loan receivable - (2,688 ) - (2,688 ) Loss from extinguishment in connection with convertible loan - (283 ) - (283 ) Financial Expenses, net (573 ) (2,004 ) 78 (2,499 ) Income (loss) before income taxes $ (58,863 ) $ (19,615 ) $ 14,033 $ (64,445 ) * Excluding Depreciation, amortization and impairment expenses Segment data for the year ended December 31, 2022 is as follows: Octomera Therapies Eliminations Consolidated (in thousands) Revenues $ 33,884 $ 6,432 $ (5,575 ) $ 34,741 Revenues from related party 1,284 - - 1,284 Total revenues 35,168 6,432 (5,575 ) 36,025 Cost of revenues * (4,048 ) (1,088 ) (356 ) (5,492 ) Gross profit (loss) 31,120 5,344 (5,931 ) 30,533 Cost of development services and research and development expenses * (13,325 ) (12,262 ) 4,319 (21,268 ) Operating expenses * (7,762 ) (8,678 ) 900 (15,540 ) Impairment expenses (420 ) (641 ) - (1,061 ) Share in net income of associated companies (1,352 ) (156 ) - (1,508 ) Other income, net 168 5 - 173 Depreciation and amortization (1,006 ) (972 ) - (1,978 ) Loss from extinguishment in connection with convertible loan - (52 ) - (52 ) Financial Expenses, net (1,748 ) (223 ) - (1,971 ) Income (loss) before income taxes $ 5,675 $ (17,635 ) $ - $ (11,960 ) * Excluding Depreciation, amortization and impairment expenses

EQUITY

EQUITY	12 Months Ended
	Dec. 31, 2023
Equity [Abstract]
EQUITY	NOTE 6 – EQUITY a. Financings In March 2022, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement) with certain investors (collectively, the “Investors”), pursuant to which the Company agreed to issue and sell to the Investors, in a private placement (the “Offering”), shares of the Company’s Common Stock at a purchase price of $ 3.00 4.50 The warrants were not exercisable until after six months and expire three years from the date of issuance 2.175 724,999 146,959 On February 23, 2023, the Company entered into a securities purchase agreement with certain institutional and accredited investors relating to the issuance and sale of 1,947,368 973,684 1.90 The Warrants had an exercise price of $ 1.90 The Warrants had 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 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 “August 2023 Offering”), 2,000,000 0.50 1,000 On November 8, 2023, the Company entered into a Securities Purchase Agreement with an institutional investor, pursuant to which the Company agreed to issue and sell, in a registered direct offering by the Company directly to the investor (the “November 2023 Offering”), (i) 1,410,256 1,410,256 0.78 0.78 942 158 On March 8, 2024, the institutional investor exercised 25,000 0.78 b. Warrants A summary of the Company’s warrants granted to investors and as finder’s fees as of December 31, 2023, and December 31, 2022 and changes for the periods then ended is presented below: SCHEDULE OF WARRANTS ACTIVITY December 31, 2023 2022 Number of Warrants Weighted Average Exercise Price $ Number of Warrants Weighted Average Exercise Price $ Warrants 5,381,460 4.41 3,042,521 6.09 Changes during the period: Issued 2,891,245 1.46 2,978,575 3.16 Exercised (973,684 ) 1.90 - - Expired (1,456,979 ) 5.63 (639,636 ) 6.58 Warrants 5,842,042 3.06 5,381,460 4.41 Amendment, Consent and Waiver Agreement In October and November 2022, the Company and certain investors that were parties to the Securities Purchase Agreement of March 2022 (the “SPA”) and the Registration Rights Agreement of March 2022 (the “RRA”), entered into an Amendment, Consent and Waiver Agreement (the “RRA Amendment”). Pursuant to the RRA Amendment, the Company and the investors agreed to an extension of the date for filing the Registration Statement to register the Registrable Securities (as defined in the RRA) to April 3, 2023 and the effective date of such Registration Statement as provided for in the RRA Amendment; and (to) waive any potential damages or claims under the RRA with respect to the Company’s obligations under the RRA or SPA and release the Company therefrom. In consideration for such consent, agreement, waiver and release, the Company agreed to issue additional warrants to purchase an aggregate of 215,502 2.50 c. Purchase of Mida Biotech BV During February 2022, pursuant to the joint venture agreement between the Company and Mida Biotech BV (“Mida”), the Company purchased all the issued shares of Mida for a consideration of $ 100 29,940 29,940

PROPERTY, PLANTS AND EQUIPMENT

PROPERTY, PLANTS AND EQUIPMENT	12 Months Ended
	Dec. 31, 2023
Property, Plant and Equipment [Abstract]
PROPERTY, PLANTS AND EQUIPMENT	NOTE 7 – PROPERTY, PLANTS AND EQUIPMENT The following table represents the components of property, plants and equipment: SCHEDULE OF COMPONENTS OF PROPERTY, PLANT AND EQUIPMENT 2023 2022 December 31, 2023 2022 (in thousands) Cost: Production facility $ 55 $ 3,944 Office furniture and computers 242 589 Lab equipment 1,061 4,811 Advance payment 692 17,442 Subtotal 2,050 26,786 Less – accumulated depreciation (575 ) (3,952 ) Total $ 1,475 $ 22,834 Depreciation expense for the years ended December 31, 2023 and December 31, 2022 were $ 839 1,067 Property, plants and equipment, net by geographical location were as follows: SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT BY GEOGRAPHICAL AXIS 2023 2022 December 31, 2023 2022 (in thousands) Belgium $ 29 $ 1,095 Greece - 858 Netherlands 289 380 Korea - 466 Israel 56 2,284 U.S. 1,101 17,751 Total $ 1,475 $ 22,834 Property, plants and equipment, net $ 1,475 $ 22,834

INTANGIBLE ASSETS AND GOODWILL

INTANGIBLE ASSETS AND GOODWILL	12 Months Ended
	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSETS AND GOODWILL	NOTE 8 – INTANGIBLE ASSETS AND GOODWILL Changes in the carrying amount of the Company’s goodwill for the years ended December 31, 2023 and 2022 are as follows: SCHEDULE OF GOODWILL (in thousands) Goodwill as of December 31, 2021 $ 8,403 Translation differences (216 ) Goodwill as of December 31, 2022 $ 8,187 Deconsolidation of Octomera (6,815 ) Translation differences (161 ) Goodwill as of December 31, 2023 $ 1,211 Goodwill impairment assessment for the year ended December 31, 2023 As of December 31, 2022, the Company performed an impairment analysis for its reporting units. Based on the Company’s assessment, it was concluded that the fair value of each of the Octomera and Therapies reporting units exceeded their carrying amounts and therefore no goodwill impairment was required. As of December 31, 2023 the fair value of the Therapies reporting unit exceeded its carrying amount and therefore no goodwill impairment was required. In evaluating the fair value of reporting units under the income approach, the Company used a discounted cash flow model. Key assumptions used to determine the estimated fair value included: (a) internal cash flows forecasts for 5 years following the assessment date, including expected revenue growth, costs to produce, operating profit margins and estimated capital needs; (b) an estimated terminal value using a terminal year long-term future growth determined based on the growth prospects of the reporting units; and (c) a discount rate which reflects the weighted average cost of capital adjusted for the relevant risk associated with the Company’s reporting unit operations and the uncertainty inherent in the Company’s internally developed forecasts. Actual results may differ from those assumed in the Company’s valuation method. It is reasonably possible that the Company’s assumptions described above could change in future periods. If any of these were to vary materially from the Company’s plans, it may record impairment of goodwill allocated to any of these reporting units in the future. Other Intangible Assets Other intangible assets consisted of the following: SCHEDULE OF OTHER INTANGIBLE ASSETS 2023 2022 December 31, 2023 2022 (in thousands) Gross Carrying Amount: Know How $ - $ 2,735 Customer relationships - 345 Technology 9,340 9,340 Subtotal 9,340 12,420 Less – Accumulated amortization (1,965 ) (2,726 ) Net carrying amount of other intangible assets $ 7,375 $ 9,694 Intangible assets amortization expenses were approximately $ 721 911 Estimated aggregate amortization expenses for the five succeeding years ending on December 31 st SCHEDULE OF ESTIMATED AGGREGATE AMORTIZATION EXPENSES 2024 2025 to 2028 (in thousands) Amortization expenses $ 612 $ 2,450

LOANS

LOANS	12 Months Ended
	Dec. 31, 2023
Loans
LOANS	NOTE 9 – LOANS On July 25, 2023, the Israeli subsidiary received a loan from an offshore investor in the amount of $ 175 8 January 1, 2024 150 360,000 0.85 0.85 On August 15, 2023, the Company received a loan from an investor in the amount of $ 250 8 January 1, 2024 During October and November 2023, the Koligo subsidiary received loans in the amount of $ 60 10 November 30, 2023 40 In February 2024, Koligo received a loan from a lender in the amount of the $ 57 10 May 1, 2024 On March 26, 2024, Koligo received a loan from a lender in the amount of $ 250 10 June 26, 2024 242,719 1.03 During April 2024 Koligo and the Israeli subsidiary received one month 10 175 125 375,000 375,000 0.80

CONVERTIBLE LOANS

CONVERTIBLE LOANS	12 Months Ended
	Dec. 31, 2023
Debt Disclosure [Abstract]
CONVERTIBLE LOANS	NOTE 10 – CONVERTIBLE LOANS a. Long-Term Convertible Loans The tables below summarize the Company’s outstanding convertible loans as of December 31, 2023 and December 31, 2022 respectively: SCHEDULE OF LONG TERM CONVERTIBLE NOTES Principal Issuance Date Current Interest Rate Current Current Conversion Price of loan into equity Amount (Year) % (Year) $ Convertible Loans Outstanding as of December 31, 2023 $ 750 2018 10 % 2026 2.50 1,500 2019 10 % 2026 2.50 100 2019 8 % 2024 2.50 5,000 2019 10 % 2026 2.50 100 2020 8 % 2024 7.00 5,000 2022 10 % 2026 2.50 1,150 2022 6 % ** 2023 4.50 5,000 2023 8 % 2026 2.46 735 2023 8 % 2024 - $ 19,260 * See Koligo convertible loan agreement below. ** Was not yet paid by December 31, 2023. 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 repaid during the year ended December 31, 2023 Principal Amount Issuance Year Interest Rate Maturity Period Exercise Price 3,000 2022 10 % 1 $ 2.5 Convertible Loans repaid during the year ended December 31, 2022 Principal Amount Issuance Year Interest Rate Maturity Period Exercise Price 150 2019 8 % 2.5 $ 7 50 2019 6 % 3 7 150 2020 8 % 2.5 7 1,950 2019 6 8 % 3 4.5 7 2,300 Convertible Loans 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). As of the date of the issue of these financial statements, the Qualified Financing had not occurred 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 December 31, 2023, Koligo received $ 735 In January 2024, the Company and Lender agreed to extend the maturity date of the loan amount to December 31, 2026. The Company awarded warrants to purchase 840,000 0.85 0.85 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 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 the date of this report, no part of the Loan was received, and was therefore not reflected in the Consolidated Balance sheet of December 31, 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 On March 6, 2024, the Israeli subsidiary and Koligo each received loans in the amount of $ 37.5 10 June 7, 2024 1.03

LEASES

LEASES	12 Months Ended
	Dec. 31, 2023
Leases
LEASES	NOTE 11 – LEASES The Company leases research and development facilities, equipment and offices under finance and operating leases. For leases with terms greater than 12 months, the Company records the related asset and obligation at the present value of lease payments over the term. Many of the leases include rental escalation clauses, renewal options and/or termination options that are factored into the determination of lease payments when appropriate. The Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company estimated the incremental borrowing rate to discount the lease payments based on information available at lease commencement. Manufacturing facilities The Company leases space for its manufacturing facilities under operating lease agreements. The leasing contracts are for a period of 5 Research and Development facilities The Company leases space for its research and development facilities under operating lease agreements. The leasing contracts are for a period of 3 Offices The Company leases space for offices under operating leases. The leasing contracts are valid for terms of 5 Lease Position The table below presents the lease-related assets and liabilities recorded on the balance sheet: SCHEDULE OF LEASE-RELATED ASSETS AND LIABILITIES 2023 2022 December 31, 2023 2022 Assets Operating Leases Operating lease right-of-use assets $ 351 $ 2,304 Finance Leases Property, plants and equipment, gross 89 222 Accumulated depreciation (65 ) (68 ) Property and equipment, net $ 24 $ 154 Liabilities Current liabilities Current maturities of operating leases $ 216 $ 542 Current maturities of long-term finance leases $ 18 $ 60 Long-term liabilities Non-current operating leases $ 96 $ 1,728 Long-term finance leases $ 4 $ 95 Weighted Average Remaining Lease Term Operating leases 1.1 4.7 Finance leases 1.2 2.4 Weighted Average Discount Rate Operating leases 7.5 % 8.0 % Finance leases 2.0 % 6.4 % Lease Costs The table below presents certain information related to lease costs and finance and operating leases: SCHEDULE OF LEASE COSTS 2023 2022 Years ended December 31, 2023 2022 Operating lease cost: $ 561 546 Finance lease cost: Amortization of leased assets 46 43 Interest on lease liabilities 5 7 Total finance lease cost $ 51 50 The table below presents supplemental cash flow information related to lease: SCHEDULE OF SUPPLEMENTAL CASHFLOW INFORMATION Years ended December 31, 2023 2022 (in Thousands) Cash paid for amounts included in the measurement of leases liabilities: Operating leases $ 573 $ 559 Finance leases $ 44 $ 43 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 752 $ 432 Finance leases - 136 Undiscounted Cash Flows The table below reconciles the undiscounted cash flows for each of the first five years and total of the remaining years to the finance lease liabilities and operating lease liabilities recorded on the balance sheet. SCHEDULE OF FINANCE LEASE LIABILITIES AND OPERATING LEASE LIABILITIES Operating Leases Finance Leases Year ended December 31, 2024 $ 231 $ 18 2025 99 4 2026 - - 2027 - - 2028 - - Thereafter - - Total minimum lease payments 330 22 Less: amount of lease payments representing interest (18 ) - Present value of future minimum lease payments 312 22 Less: Current leases obligations (216 ) (18 ) Long-term leases obligations $ 96 $ 4 Operating lease right-of-use assets by geographical location were as follows: SCHEDULE OF RIGHT-OF-USE ASSETS BY GEOGRAPHICAL LOCATION December 31, 2023 2022 (in thousands) Greece $ - $ 1,368 Korea - 218 Israel 292 580 U.S. 59 138 Total $ 351 $ 2,304

COMMITMENTS AND LICENSE AGREEME

COMMITMENTS AND LICENSE AGREEMENTS	12 Months Ended
	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND LICENSE AGREEMENTS	NOTE 12 – COMMITMENTS AND LICENSE AGREEMENTS See Note 13 for additional commitments related to Collaborations. a. Tel Hashomer Medical Research, Infrastructure and Services Ltd (“THM”) On February 2, 2012, the Company’s Israeli Subsidiary entered into a licensing agreement with THM. According to the agreement, the Israeli Subsidiary was granted a worldwide, royalty bearing, exclusive license to trans-differentiation of cells to insulin producing cells, including the population of insulin producing cells, methods of making this population, and methods of using this population of cells for cell therapy or diabetes treatment developed by Dr. Sarah Ferber of THM. As consideration for the license, the Israeli Subsidiary will pay the following to THM: 1) A royalty of 3.5% 2) 16% 3) An annual license fee of $ 15 4) Milestone payments as follows: a. $ 50 b. $ 50 c. $ 150 d. $ 750 e. $ 2 150 As of December 31, 2023, the Israeli Subsidiary had not reached any of these milestones. In the event of closing of an acquisition of all of the issued and outstanding share capital of the Israeli Subsidiary and/or consolidation of the Israeli Subsidiary or the Company into or with another corporation (“Exit”), the THM shall be entitled to choose whether to receive from the Israeli Subsidiary a one-time payment based, as applicable, on the value of either 463,651 1,000 b. Department De La Gestion Financiere Direction De L’analyse Financiere (“DGO6”) (1) On November 17, 2014, the Belgian Subsidiary received the formal approval from the DGO6 for a Euro 2 2.4 1.085 70% 930 60% 1.209 1.8 1.2 (2) In April 2016, the Belgian Subsidiary received the formal approval from DGO6 for a Euro 1.3 1.5 55% 717 800 438 537 438 537 (3) On October 8, 2016, the Belgian Subsidiary received the formal approval from the DGO6 for a Euro 12.3 12.8 55% 6.8 7 1.7 2 (4) In December 2020, the Belgian Subsidiary received the formal approval from DGO6 for a Euro 2.9 3.5 60% 1.7 2.1 301 366 392 445 965 1.047 c. Israel-U.S. Binational Industrial Research and Development Foundation (“BIRD”) On September 9, 2015, the Israeli Subsidiary entered into a pharma Cooperation and Project Funding Agreement (CPFA) with BIRD and Pall Corporation, a U.S. company. BIRD awarded a conditional grant of up to $ 400 299 5% d. Korea-Israel Industrial Research and Development Foundation (“KORIL”) On May 26, 2016, the Israeli Subsidiary and the Orgenesis Korean (an Octomera subsidiary), entered into a pharma Cooperation and Project Funding Agreement (CPFA) with KORIL. KORIL will make a conditional grant of up to $ 400 2.5% 597 e. BIRD Secant On July 30, 2018, Orgenesis Inc and OBI entered into a collaboration agreement with Secant Group LLC (“Secant”). Under the agreement, Secant will engineer and prototype 3D scaffolds based on novel biomaterials and technologies involving bioresorbable polymer microparticles, while OBI will provide expertise in cell coatings, cell production, process development and support services. Under the agreement, Orgenesis is authorized to utilize the jointly developed technology for its autologous cell therapy platform, including its Autologous Insulin Producing (“AIP”) cell technology for patients with Type 1 Diabetes, acute pancreatitis and other insulin deficient diseases. In 2018, OBI entered into a Cooperation and Project Funding Agreement (CPFA) with the BIRD fund, which provided certain grant funding, and Secant. As of December 31, 2023, OBI had received a total amount of $ 425 5% f. Sponsored Research and Exclusive License Agreement with Columbia University Effective April 2, 2019, the Company and The Trustees of Columbia University in the City of New York, a New York corporation, (“Columbia”) entered into a Sponsored Research Agreement (the “SRA”) whereby the Company will provide financial support for studying the utility of serological tumor marker for tumor dynamics monitoring. Effective April 2, 2019, the Company and Columbia entered into an Exclusive License Agreement (the “Columbia License Agreement”) whereby Columbia granted to the Company an exclusive license to discover, develop, manufacture, sell, and otherwise distribute certain product in the field of cancer therapy. In consideration of the licenses granted under the Columbia License Agreement, the Company shall pay to Columbia (i) a royalty of 5% 2.5% 100 g. Regents of the University of California In December 2019, the Company and the Regents of the University of California (“University”) entered into a joint research agreement in the field of therapies and processing technologies according to an agreed upon work plan. According to the agreement, the Company will pay the University royalties of up to 5% 20% h. Caerus Therapeutics Inc In October 2019, the Company and Caerus Therapeutics (“Caerus”), a Virginia company, concluded a license agreement whereby Caerus granted the Company an exclusive license to all Caerus IP relating to Advance Chemeric Antigen Vectors for Targeting Tumors for the development and/or commercialization of certain licensed products. In consideration for the License granted to the Company under this Agreement, the Company shall pay Caerus annual maintenance fees and royalties of sales of up to 5% 18% i. Tissue Genesis LLC Included in the Koligo acquisition of 2020 were the assets of Tissue Genesis LLC. The Company is committed to paying the previous owners of Tissue Genesis LLC or their assignees up to $ 500 4 j. University of Louisville research foundation (“ULRF”) Koligo had exclusively licensed patents and technology from the ULRF related to the revascularization and 3D printing of cell and tissue for transplant (“ULRF licensed products”). The Company is committed to utilizing commercial reasonable efforts to achieving certain milestones regarding the ULRF licensed products. k. Savicell During 2021, the Company and Savicell Ltd (“Savicell”) entered into a collaboration agreement (the “Savicell Agreement”) to collaborate in the evaluation, continued development, validation, and use of Savicell’s platform designed for the early detection and diagnosis of diseases and conditions and for quality control and monitoring purposes, in conjunction with the Company’s systems. Pursuant to the Savicell Agreement, the Company will provide to Savicell funding for the performance of certain tasks agreed upon by the parties in a work plan. In consideration for such funding, Savicell will supply the Company with products developed under the Savicell Agreement at preferential rates and grant to the Company a worldwide exclusive licence to sell such products in the Company’s point-of-care network of hospitals, clinics and institutions for quality control and monitoring of manufacturing and processing of autologous immune cells manipulated by cell and gene therapies. The Company will be required to pay a 10% l. Stromatis Pharma During 2021, the Company and Stromatis Pharma Inc. (“Stromatis”) entered into a Collaboration and Sublicense Agreement (the “Stromatis Agreement”) to collaborate in refining methods for GMP manufacturing of CAR-T/CAR-NK CT109; and the development and validation of the Stromatis technology as it relates to the CAR-T/CAR-NK CT109 antibody up to and inclusive of filing of Investigational New Drug Application relating to Stromatis’ CAR-T/CAR-NK CT109 antibody (“Licensed Product”), in accordance with the agreed project plan (“Project”). The Company will fund the Project by providing Stromatis an amount of $ 1.2 Stromatis has the option to convert the exclusive Manufacturing Rights to non-exclusive rights subject to repayment by Stromatis of an amount equal to funding provided by the Company and an additional payment by Stromatis of an ongoing revenue share of five percent ( 5% 12% 500 m. Helmholtz Zentrum München Deutsches Forschungszentrum für Gesundheit und Umwelt (GmbH)) (“HMGU”)- During 2021, HMGU granted an exclusive licence under HGMU owned patent rights and non-exclusive license under HGMU know how and licensed materials, to the Company in the field of certain human stem cells. In addition, payments will be due by the Company upon certain milestones. The agreement also includes payment of royalties of between 3% 4% 200,000 5% 10% 18% n. License and research agreement with Yeda Research and Development Company Limited On January 25, 2022, the Company and Yeda Research and Development Company Limited (“Yeda”), an Israeli company, entered into a license and research agreement. No royalty bearing sales were made and the Company terminated this agreement during 2023. o. European Innovation Council and SMEs Executive Agency (“EISMEA”) During the year ended December 31, 2022, the Dutch Subsidiary, together with a consortium of other entities (“Consortium”) and EISMEA entered into a grant funding agreement for the funding of the development of an artificial intelligence guided microfluidic device that standardizes the GMP production of autologous induced pluripotent stem cells (iSPSCs) at greatly reduced costs (“iPSC project”). The total grant amount is Euro 3.999 1.179 1.920 1.338 582 184 259 p. Walloon region ATMP PIT In December 2023, the Belgian Subsidiary received Euro 738 801

COLLABORATIONS

COLLABORATIONS	12 Months Ended
	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
COLLABORATIONS	NOTE 13 – COLLABORATIONS a. Adva Biotechnology Ltd. On January 28, 2018, the Company and Adva Biotechnology Ltd. (“Adva”), entered into a Master Services Agreement (“MSA”), pursuant to which the Company and/or its affiliates provided certain services relating to development of products for Adva. In consideration for and subject to the fulfillment by the Company of certain funding commitments which were completed in 2019, Adva agreed that upon completion of the development of the products, the Company and/or its affiliates and Adva shall enter into a supply agreement pursuant to which for a period of eight (8) years following execution of such supply agreement, the Company and/or its affiliates (as applicable) is entitled (on a non-exclusive basis) to purchase the products from Adva at a specified discount pricing from their then standard pricing. The Company and/or its affiliates were also granted a non-exclusive worldwide right to distribute such products, directly or indirectly. The MSA shall remain in effect for 10 years unless earlier terminated in accordance with its terms. b. Revised and restated joint venture agreements In January 2023the 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 December 31, 2023, no JV entities were incorporated pursuant to the JVAs. c. Mircod 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 d. Sub-license agreement 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 $ 215 e. Deep Med Joint Venture agreement (JVA) In November 2021, Deep Med IO Ltd (“Deep Med”) and Company entered into a JVA. The Parties agreed to collaborate in the development and commercialization of an AI-powered system to be used in the manufacturing and/or quality control of CGTs. The Company has the right to finance its activities under the Deep Med JVA by procuring services, advancing funds under a convertible loan agreement, or by an equity investment. The Deep Med convertible loan bears interest at the annual rate of 6% 5 1.9

LOSS PER SHARE

LOSS PER SHARE	12 Months Ended
	Dec. 31, 2023
Earnings Per Share [Abstract]
LOSS PER SHARE	NOTE 14 – LOSS PER SHARE The following table sets forth the calculation of basic and diluted loss per share for the periods indicated: SCHEDULE OF BASIC AND DILUTED LOSS PER SHARE 2023 2022 Years ended December 31, 2023 2022 (in thousands, except per share data) Basic and diluted: Net loss attributable to Orgenesis Inc $ 55,361 $ 14,889 Weighted average number of common shares outstanding 29,007,869 25,096,284 Net loss per share $ 1.91 $ 0.59 For the year ended December 31, 2023, and December 31, 2022, all outstanding convertible notes, options, RSUs 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 7,904,416 7,157,753 6,753,539 3,097,691

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION	12 Months Ended
	Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]
STOCK-BASED COMPENSATION	NOTE 15 – STOCK-BASED COMPENSATION a. Global Share Incentive Plan The Company’s stockholders have approved the 2017 Equity Incentive Plan (the “2017 Plan”) under which, the Company had reserved a pool of 3,000,000 shares of the Company’s common stock, which may be issued at the discretion of the Company’s board of directors from time to time. Under this Plan, each option is exercisable into one share of common stock of the Company. The options may be exercised after vesting and in accordance with the vesting schedule that will be determined by the Company’s board of directors for each grant. The maximum contractual life term of the options is 10 years. As of December 31, 2023, total options available for grants under this plan are 301,991 . On May 23, 2012, the Company’s board of directors adopted the Global Share Incentive Plan 2012 (the “2012 Plan”) under which, the Company had reserved a pool of 1,000,000 shares of the Company’s common stock, which may be issued at the discretion of the Company’s board of directors from time to time. Under this plan, each option is exercisable into one share of common stock of the Company. The options may be exercised after vesting and in accordance with the vesting schedule that will be determined by the Company’s board of directors for each grant. The maximum contractual life term of the options is 10 years. As of December 31, 2023, total options available for grants under this plan are 191,142 . b. Options Granted to Employees and Directors Below is a table summarizing all of the options grants to employees and Directors made during the years ended December 31, 2023, and December 31, 2022: SCHEDULE OF EMPLOYEE STOCK OWNERSHIP PLAN DISCLOSURES Year Ended No. of options Exercise price Vesting period Fair value at grant (in thousands) Expiration Employees December 31, 318,000 $ 0.45 1.36 51% Quarterly over a period of two years and the rest quarterly over a period of four years 148 10 Directors December 31, 84,650 $ 0.45 On the one-year anniversary 26 10 Employees December 31, 440,250 $ 2 2.01 Quarterly over a period of two years $ 559 10 Directors December 31, 84,650 1.86 On the one-year anniversary $ 100 10 The fair value of each stock option grant is estimated at the date of grant using a Black Scholes option pricing model. The volatility is based on the historical volatility of the Company, by statistical analysis of the weekly share price for past periods based on expected term. The expected option term is calculated using the simplified method , SCHEDULE OF STOCK OPTIONS, VALUATION ASSUMPTIONS Years Ended December 31, 2023 2022 Value of one common share $ 0.45 1.36 $ 1.86 2.01 Dividend yield 0% 0% Expected stock price volatility 70 80 70 71 Risk free interest rate 3.9 4.28 3.61 3.85 Expected term (years) 5.5 6.06 5.5 5.56 A summary of the Company’s stock options granted to employees and directors as of December 31, 2023 and December 31, 2022 is presented below: SCHEDULE OF STOCK OPTIONS ACTIVITY Years Ended December 31 2023 2022 Number of Options Weighted Average Exercise Price $ Number of Options Weighted Average Exercise Price $ Options outstanding at the 3,035,465 4.17 3,210,005 4.05 Changes during the period: Granted 402,650 0.64 524,900 1.98 Exercised* - - (510,017 ) 0.01 Expired (178,837 ) 4.92 (125,426 ) 8.8 Forfeited (231,809 ) 1.04 (63,997 )- 4.13 Options outstanding at 3,027,469 3.89 3,035,465 4.17 Options exercisable at 2,740,382 4.18 2,565,919 4.51 * During the year ended December 31, 2022, the Company received $ 6 510,017 0.012 The following table presents summary information concerning the options granted and exercisable to employees and directors outstanding as of December 31, 2023 (in thousands, except per share data): SCHEDULE OF STOCK OPTIONS EXERCISABLE Exercise Price $ Number of Outstanding Options Weighted Average Remaining Contractual Life Aggregate Intrinsic Value $ Number of Exercisable Options Aggregate Exercisable Options Value $ (in thousands) (in thousands) 0.0012 230,189 0.64 115 230,189 - 0.45 149,150 9.97 7 - - 1.86 84,650 8.99 - 84,650 157 2.89 84,650 7.96 - 84,650 245 2 321,878 7.67 - 249,566 499 2.01 71,563 8.29 - 38,563 78 2.96 47,250 5.03 - 47,250 140 2.99 401,950 5.69 - 401,950 1,202 3.14 2,500 5.91 - 2,500 8 4.5 22,500 4.86 - 22,500 101 4.6 140,800 6.96 - 140,800 648 4.7 6,250 6.03 - 6,250 29 4.8 483,337 2.94 - 483,337 2,320 5.02 42,625 4.60 - 42,625 214 5.07 49,500 5.19 - 49,500 251 5.1 32,500 4.51 - 32,500 166 5.12 97,375 6.40 - 97,375 499 5.99 312,050 4.47 - 312,050 1,868 6 16,667 0.59 - 16,667 100 6.84 12,000 6.38 - 12,000 82 7.2 83,334 3.43 - 83,334 600 8.36 250,001 4.50 - 250,001 2,090 8.91 15,000 4.46 - 15,000 134 3,027,469 5.23 122 2,740,382 11,462 Costs incurred with respect to stock-based compensation for employees and directors for the years ended December 31, 2023 and December 31, 2022 were $ 485 917 206 3.75 c. Options Granted to Consultants and service providers Below is a table summarizing all the compensation granted to consultants and service providers during the years ended December 31, 2023 and December 31, 2022: SCHEDULE OF STOCK OPTIONS GRANTED TO CONSULTANTS Year of grant No. of options granted Exercise price Vesting period Fair value at grant (in thousands) Expiration period Non-employees 2023 8,335 $ 1.36 Annually over a period of five $ 9 10 Non-employees 2022 28,335 $ 2 Quarterly over a period of two $ 48 10 The fair value of options granted during 2023 and to consultants and service providers, was computed using the Black-Scholes model. The underlying data used for computing the fair value of the options are as follows: SCHEDULE OF STOCK OPTIONS, VALUATION ASSUMPTIONS Years Ended December 31, 2023 2022 Value of one common share $ 1.36 $ 2 Dividend yield 0% 0% Expected stock price volatility 80 84 Risk free interest rate 4.07 3.6 3.61 Expected term (years) 10 10 A summary of the Company’s stock options granted to consultants and service providers as of December 31, 2023, and December 31, 2022 is presented below: SCHEDULE OF STOCK OPTIONS ACTIVITY Years Ended December 31, 2023 2022 Number of Options Weighted Average Exercise Price $ Number of Options Weighted Average Exercise Price $ Options outstanding at the 517,175 4.88 547,691 5.89 Changes during the year: Granted 8,335 1.36 28,335 2.00 Expired (23,334 ) 6.04 (58,851 ) 12.85 Forfeited (235,109 ) 4.42 - - Options outstanding at end of the year 267,067 5.07 517,175 4.88 Options exercisable at end of the year 206,062 5.71 453,005 5.11 The following table presents summary information concerning the options granted and exercisable to consultants and service providers outstanding as of December 31, 2023 (in thousands, except per share data): SCHEDULE OF STOCK OPTIONS EXERCISABLE Exercise Price $ Number of Outstanding Options Weighted Average Remaining Contractual Life Aggregate Intrinsic Value $ Number of Exercisable Options Aggregate Exercisable Options Value $ (in thousands) (in thousands) 2 28,335 8.46 - - - 2.96 7,500 7.96 - 7,500 22 2.99 20,000 6.22 - 20,000 60 4.09 25,000 5.76 - 25,000 102 4.42 5,125 3.93 - 5,125 23 4.5 13,335 5.53 - 5,000 23 4.6 20,000 6.96 - 4,000 18 4.8 8,334 2.94 - 8,334 40 5.07 5,000 5.19 - 5,000 25 5.3 15,000 4.70 - 15,000 80 5.99 16,670 4.81 - 16,670 100 6.84 7,500 6.38 - 7,500 51 7 70,000 5.83 - 70,000 490 8.34 8,600 4.52 - 8,600 72 8.43 8,333 4.05 - 8,333 70 267,067 6.03 - 206,062 1,176 Costs incurred with respect to options granted to consultants and service providers for the years ended December 31, 2023 and December 31, 2022 were $ 63 64 61 2.03 d. Restricted Stock Units (“RSUs”) Granted to Employees Below is a table summarizing all the RSUs grants to employees and made during the years ended December 31, 2023: SCHEDULE OF STOCK OPTIONS GRANTED TO EMPLOYEES Year Ended No. of options granted Vesting period Fair value at grant (in thousands) Employees December 31, 2023 142,000 Quarterly over a period of two $ 50 The fair value of each RSUs grant is estimated based on the market value of the underlying stock at the date of grant. A summary of the Company’s RSUs granted to employees as of December 31, 2023 is presented below: SCHEDULE OF STOCK OPTIONS ACTIVITY GRANTED TO EMPLOYEES Years Ended December 31 2023 Number of RSUs Options outstanding at the beginning of the period - Changes during the period: Granted 142,000 Expired - Forfeited - Options outstanding at end of the period 142,000 The following table presents summary information concerning the options granted and exercisable to employees and directors outstanding as of December 31, 2023 (in thousands, except per share data): SCHEDULE OF STOCK OPTIONS EXERCISABLE Number of Outstanding RSUs Weighted Average Remaining Contractual Life Aggregate Intrinsic Value $ Number of Exercisable RSUs Aggregate Exercisable RSUs Value $ (in thousands) (in thousands) 142,000 9.99 71 - - No costs incurred with respect to RSUs compensation for employees for the years ended December 31, 2023. As of December 31, 2023, there was $ 50 2.26

TAXES

TAXES	12 Months Ended
	Dec. 31, 2023
Income Tax Disclosure [Abstract]
TAXES	NOTE 16 – TAXES a. Corporate taxation in the U.S. The corporate U.S. Federal Income tax rate applicable to the Company and its US subsidiaries is 21 As of December 31, 2023, the Company has an accumulated tax loss carryforward of approximately $ 36 22 For U.S. federal income tax purposes, net operating losses (“NOLs”) arising in tax years beginning after December 31, 2017, the Internal Revenue Code of 1986, as amended (the “Code”) limits the ability to utilize NOL carryforwards to 80% of taxable income in tax years beginning after December 31, 2020. In addition, NOLs arising in tax years ending after December 31, 2017 can be carried forward indefinitely, but carryback is generally prohibited. NOLs generated in tax years beginning before January 1, 2018 will not be subject to the taxable income limitation, and NOLs generated in tax years ending before January 1, 2018 will continue to have a two-year carryback and twenty-year carryforward period. Deferred tax assets for NOLs will need to be measured at the applicable tax rate in effect when the NOL is expected to be utilized. The changes in the carryforward/carryback periods as well as the new limitation on use of NOLs may significantly impact the Company’s valuation allowance assessments for NOLs generated after December 31, 2017. In addition, utilization of the NOLs may be subject to substantial annual limitation under Section 382 of the Code due to an “ownership change” within the meaning of Section 382(g) of the Code. An ownership change subjects pre-ownership change NOL carryforwards to an annual limitation, which significantly restricts the ability to use them to offset taxable income in periods following the ownership change. In general, the annual use limitation equals the aggregate value of the Company’s stock at the time of the ownership change multiplied by a specified tax-exempt interest rate. b. Corporate taxation in Israel The Israeli Subsidiaries are taxed in accordance with Israeli tax laws. The corporate tax rate applicable to 2023 and 2022 are 23 As of December 31, 2023, the Israeli Subsidiary has an accumulated tax loss carryforward of approximately $ 10 10 c. Corporate taxation in Belgium The Belgian Subsidiary is taxed according to Belgian tax laws. The corporate tax rates applicable to 2023, 2022 are 25 As of December 31, 2023, the Belgian Subsidiary has an accumulated tax loss carryforward of approximately $ 8 7 7 1 e. Deferred Taxes The following table presents summary of information concerning the Company’s deferred taxes as of the years ending December 31, 2023 and December 31, 2022: SCHEDULE OF DEFERRED TAX ASSETS 2023 2022 December 31, 2023 2022 (U.S. dollars in thousands) Deferred tax assets (liabilities), net: Net operating loss carry forwards $ 12,331 $ 10,387 Research and development expenses 3,932 1,893 Equity compensation 1,563 1,616 Employee benefits 70 191 Property, plants and equipment (26 ) (55 ) Leases asset 66 191 Lease liability (67 ) (132 ) Loans - 50 Partnership Investment 8,627 2,582 Intangible assets (1,629 ) (2,252 ) Bad debt allowance 575 - Other 1,088 385 Deferred tax assets gross 26,530 14,856 Valuation allowance (26,530 ) (14,753 ) Net deferred tax liabilities $ - $ 103 Realization of deferred tax assets is contingent upon sufficient future taxable income during the period that deductible temporary differences and carry forwards losses are expected to be available to reduce taxable income. As the achievement of required future taxable income is not considered more likely than not achievable, the Company and all its subsidiaries have recorded full valuation allowance. The changes in valuation allowance are comprised as follows: SCHEDULE OF VALUATION ALLOWANCE ACTIVITY December 31, 2023 2022 (U.S dollars in thousands) Balance at the beginning of year $ (14,753 ) $ (12,805 ) Deconsolidation of Octomera 1,252 - Change during the year (13,029 ) (1,948 ) Balance at end of year $ (26,530 ) $ (14,753 ) f. Reconciliation of the Theoretical Tax Expense to Actual Tax Expense The main reconciling item between the statutory tax rate of the Company and the effective rate is the provision for valuation allowance with respect to tax benefits from carry forward tax losses. g. Uncertain Tax Provisions ASC Topic 740, “Income Taxes” requires significant judgment in determining what constitutes an individual tax position as well as assessing the outcome of each tax position. Changes in judgment as to recognition or measurement of tax positions can materially affect the estimate of the effective tax rate and consequently, affect the operating results of the Company. As of December 31, 2023, the Company has not accrued a provision for uncertain tax positions.

REVENUES

REVENUES	12 Months Ended
	Dec. 31, 2023
Revenue from Contract with Customer [Abstract]
REVENUES	NOTE 17 – REVENUES Disaggregation of Revenue The following table disaggregates the Company’s revenues by major revenue streams. SCHEDULE OF DISAGGREGATION OF REVENUE 2023 2022 Years Ended December 31, 2023 2022 (in thousands) Revenue stream: POCare development services $ - $ 14,894 Cell process development services and hospital services 515 11,212 POCare cell processing - 9,919 License fees 15 - Total $ 530 $ 36,025 A breakdown of the revenues per customer what constituted at least 10% of revenues is as follows: SCHEDULE OF BREAKDOWN OF REVENUES PER CUSTOMER 2023 2022 Years Ended December 31, 2023 2022 (in thousands) Revenue earned: Customer A (United States) 280 - Customer B (United States) 90 - Customer C (United States) 130 - Customer D (Greece) - 8,936 Customer E (United States) - 8,316 Customer F (United Arab Emirates) - 5,271 Customer G (Korea) - 3,873 Revenue earned - 3,873 Contract Assets and Liabilities Contract assets are mainly comprised of accounts receivable net of allowance for doubtful debts, which includes amounts billed and currently due from customers. The activity for accounts receivable is comprised of: SCHEDULE OF ACTIVITY FOR TRADE RECEIVABLES 2023 2022 Years Ended December 31, 2023 2022 (in thousands) Balance as of beginning of period $ 36,183 $ 15,245 Deconsolidation of Octomera (5,985 ) - Business combination TLABS - (1,339 ) Additions 560 35,103 Collections (6,230 ) (12,728 ) Allowances for credit losses (24,388 ) - Exchange rate differences (52 ) (98 ) Ceased to be a related party - (2,186 ) Balance as of end of period $ 88 $ 36,183 The activity of the related party included in the accounts receivable activity above is comprised of: 2022 Years Ended December 31, 2022 Balance as of beginning of period $ 1,972 Additions 1,284 Collections (1,070 ) Ceased to be a related party (2,186 ) Balance as of end of period $ - The activity for contract liabilities is comprised of: SCHEDULE OF ACTIVITY FOR CONTRACT LIABILITIES 2023 2022 Years Ended December 31, 2023 2022 (in thousands) Balance as of beginning of period $ 70 $ 59 Deconsolidation of Octomera (106 ) - Additions 236 11 Balance as of end of period $ 200 $ 70

COST OF DEVELOPMENT SERVICES AN

COST OF DEVELOPMENT SERVICES AND RESEARCH AND DEVELOPMENT EXPENSES	12 Months Ended
	Dec. 31, 2023
Research and Development [Abstract]
COST OF DEVELOPMENT SERVICES AND RESEARCH AND DEVELOPMENT EXPENSES	NOTE 18 – COST OF DEVELOPMENT SERVICES AND RESEARCH AND DEVELOPMENT EXPENSES SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSES 2023 2022 Years Ended December 31, 2023 2022 (in thousands) Salaries and related expenses $ 4,800 $ 11,206 Stock-based compensation 210 616 Subcontracting, professional and consulting services 3,662 5,655 Lab expenses 377 2,685 Depreciation expenses 312 1,017 Other research and development expenses 1,542 6,010 Less – grant (280 ) (123 ) Total $ 10,623 $ 27,066

FINANCIAL EXPENSES, NET

FINANCIAL EXPENSES, NET	12 Months Ended
	Dec. 31, 2023
FINANCIAL EXPENSES, NET	NOTE 19 – FINANCIAL EXPENSES, NET SCHEDULE OF FINANCIAL EXPENSES 2023 2022 Years Ended December 31, 2023 2022 (in thousands) Interest expense on convertible loans $ 2,167 $ 1,824 Foreign exchange loss, net 325 145 Other expense 7 2 Total $ 2,499 $ 1,971

RELATED PARTIES TRANSACTIONS

RELATED PARTIES TRANSACTIONS	12 Months Ended
	Dec. 31, 2023
Related Party Transactions [Abstract]
RELATED PARTIES TRANSACTIONS	NOTE 20 – RELATED PARTIES TRANSACTIONS a. Related Parties presented in the consolidated statements of comprehensive loss SCHEDULE OF RELATED PARTY TRANSACTIONS Years ended December 31, 2023 2022 (in thousands) Stock-based compensation expenses to executive officers $ 78 $ 111 Stock-based compensation expenses to Board Members $ 99 $ 152 Compensation of executive officers $ 690 $ 669 Management and consulting fees to Board Members $ 380 $ 380 Revenues from customer $ - $ 1,284 Financial income $ - $ 126 b. Related Parties presented in the consolidated balance sheets SCHEDULE OF RELATED PARTIES PRESENTED IN CONSOLIDATED BALANCE SHEETS December 31, 2023 2022 (in thousands) Executive officers’ payables $ 150 $ 80 Non-executive directors’ payable $ 938 $ 558

LEGAL PROCEEDINGS

LEGAL PROCEEDINGS	12 Months Ended
	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
LEGAL PROCEEDINGS	NOTE 21 – 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 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 On November 1, 2023, a claim (the “Claim”) was filed in the Tel Aviv District Court (the “Court”) against the Company, the Israeli Subsidiary, and Vered Caplan (collectively, the “defendants”) by Fidelity Venture Capital Ltd. and Dror Atzmon (together – “the Plaintiffs”). The claim is based on two agreements the Company entered into with the Plaintiffs on November 2, 2016: (a) an unsecured convertible note agreements for an aggregate amount of NIS 1 280 2 May 1, 2017 800 0.52 383 107,985 40.14 11,869,600 On February 14, 2024, following a claim for payment of past salaries due, by employees of Orgenesis Biotech Israel Limited (“OBI”), the district court in Haifa appointed a trustee to run the affairs of OBI with the intention of rehabilitating OBI to be able to operate and pay OBI’s creditors under an arrangement with them. Except as described above, the Company is not involved in any pending material legal proceedings.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 22 – SUBSEQUENT EVENTS Private Placement Offering On March 3, 2024, the Company entered into a Securities Purchase Agreement with certain accredited investors, pursuant to which the Company agreed to issue and sell, in a private placement, 2,272,719 0.0001 1.03 2,272,719 1.50 2,272,719 2.00 2.3 The Warrants entitle the holders to purchase up to an aggregate of 2,272,719 1.50 2,272,719 2.00 five years Asset purchase agreement On April 5, 2024, Orgenesis Maryland entered into an Asset Purchase and Strategic Collaboration Agreement (the “Purchase Agreement”) with Griffin Fund 3 BIDCO, Inc., (“Germfree”), for the sale by Orgenesis Maryland of five OMPUL to Germfree, which will be incorporated into Germfree’s lease fleet and leased back to Orgenesis Maryland or third-party lessees designated by Orgenesis. Pursuant to the Purchase Agreement, and upon the terms and subject to the conditions set forth therein, in consideration for the purchase of the OMPULs, the Orgenesis Quality Management Systems Framework (“OQMSF”) and related intellectual property rights, Germfree will pay Orgenesis Maryland an aggregate purchase price of $ 8,340 Pursuant to the Agreement, Germfree paid Orgenesis Maryland $ 750 5,538 Strategic Advisor Agreement On March 7, 2024 (the “Effective Date”), the Company entered into a strategic advisor agreement with an individual relating to the provision of strategic advice and assistance to the Company for a term of 12 months, subject to earlier termination or extension for an additional 12 months at the request of the advisor. In consideration for such services, the Company agreed to (i) pay such individual $ 75,000 per quarter, (ii) issue 500,000 shares to such individual on the 90 th 500,000 shares of Common Stock at an exercise price of $ 1.03 , which vests one third on the Effective Date, one third on the 90 th th

SIGNIFICANT ACCOUNTING POLICI_2

SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Use of Estimates in the Preparation of Financial Statements	a. Use of Estimates in the Preparation of Financial Statements The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires us to make estimates, judgments and assumptions that may affect the reported amounts of assets, liabilities, equity, revenues and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates, judgments and methodologies. The Company bases its estimates on historical experience and on various other assumptions that it believes are reasonable, the results of which form the basis for making judgments about the carrying values of assets, liabilities and equity, the amount of revenues and expenses, determination of loss on deconsolidation, valuation of investments, goodwill impairment, and assessment of credit losses. Actual results could differ from those estimates.
Business Combination	b. Business Combination The Company allocates the fair value of consideration transferred in a business combination to the assets acquired, liabilities assumed, and non-controlling interests in the acquired business based on their fair values at the acquisition date. All assets and liabilities are recognized in fair value. The purchase price allocation process requires management to make significant estimates and assumptions, especially at the acquisition date with respect to intangible assets. Direct transaction costs associated with the business combination are expensed as incurred. The excess of the fair value of the consideration transferred plus the fair value of any non-controlling interest in the acquiree over the fair value of the assets acquired, liabilities assumed in the acquired business is recorded as goodwill. The allocation of the consideration transferred in certain cases may be subject to revision based on the final determination of fair values during the measurement period, which may be up to one year from the acquisition date. The cumulative impact of revisions during the measurement period is recognized in the reporting period in which the revisions are identified. The Company includes the results of operations of the business that it has acquired in its consolidated results prospectively from the date of acquisition. If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously held equity interest in the acquire is re-measured to fair value at the acquisition date; any gains or losses arising from such re-measurement are recognized in profit or loss.
Cash Equivalents	c. Cash Equivalents The Company considers cash equivalents to be all short-term, highly liquid investments, which include money market instruments, that are not restricted as to withdrawal or use, and short-term bank deposits with original maturities of three months or less from the date of purchase that are not restricted as to withdrawal or use and are readily convertible to known amounts of cash.
Cost of development services and research and development expenses	d. Cost of development services and research and development expenses Cost of development services and research and development expenses include costs directly attributable to the conduct of research and development activities, including the cost of salaries, stock-based compensation expenses, payroll taxes and other employees’ benefits, lab expenses, consumable equipment, courier fees, travel expenses, professional fees and consulting fees. All costs associated with research and developments are expensed as incurred. Participation from government departments and from research foundations for development of approved projects is recognized as a reduction of expense as the related costs are incurred. Research and development in-process acquired as part of an asset purchase, which has not reached technological feasibility and has no alternative future use, is expensed as incurred.
Principles of Consolidation	e. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its Subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.
Non-Marketable Equity Investments	f. Non-Marketable Equity Investments The Company’s investments in certain non-marketable equity securities in which it has the ability to exercise significant influence, but it does not control through variable interests or voting interests. These are accounted for under the equity method of accounting and presented as Investment in associates, net, in the Company’s consolidated balance sheets. Under the equity method, the Company recognizes its proportionate share of the comprehensive income or loss of the investee. The Company’s share of income and losses from equity method investments is included in share in losses of associated company. The Company periodically reviews equity method investments for impairment in value whenever events or changes in circumstances indicate that the carrying amount of such investments may not be recoverable. The Company will record an impairment charge to the extent that the estimated fair value of an investment is less than its carrying value and the Company determines the impairment is other-than-temporary. Impairment charges, if applicable, are recorded in “Share in net (losses) profits of associated companies”. For other investments, the Company applies the measurement alternative upon the adoption of ASU 2016-01 and elected to record equity investments without readily determinable fair values at cost, less impairment, adjusted for subsequent observable price changes. In this measurement alternative method, changes in the carrying value of the equity investments are reflected in current earnings. Changes in the carrying value of the equity investment are required to be made whenever there are observable price changes in orderly transactions for the identical or similar investment of the same issuer.
Fair value measurement	g. Fair value measurement The Company measures fair value and discloses fair value measurements for financial assets and liabilities. Fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The accounting standard establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. Level 2: Observable inputs that are based on inputs not quoted on active markets, but corroborated by market data. Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and considers counterparty credit risk in its assessment of fair value.
Functional Currency	h. Functional Currency The currency of the primary economic environment in which the operations of the Company and part of its Subsidiaries are conducted is the U.S. dollar (“$” or “dollar”). The functional currency of the Belgian Subsidiary is the Euro (“€” or “Euro”). Most of the Company’s expenses are incurred in dollars, and the source of the Company’s financing has been provided in dollars. Thus, the functional currency of the Company and its other subsidiaries is the dollar. Transactions and balances originally denominated in dollars are presented at their original amounts. Balances in foreign currencies are translated into dollars using historical and current exchange rates for nonmonetary and monetary balances, respectively. For foreign transactions and other items reflected in the statements of operations, the following exchange rates are used: (1) for transactions – exchange rates at transaction dates or average rates and (2) for other items (derived from nonmonetary balance sheet items such as depreciation) – historical exchange rates. The resulting transaction gains or losses are recorded as financial income or expenses. The financial statements of the Belgian Subsidiary is included in the consolidated financial statements, translated into U.S. dollars. Assets and liabilities are translated at year-end exchange rates, while revenues and expenses are translated at yearly average exchange rates during the year. Differences resulting from translation of assets and liabilities are presented as other comprehensive income.
Inventory	i. Inventory The Company’s inventory consists of raw material for use for the services provided. The Company periodically evaluates the quantities on hand. Cost of the raw materials is determined using the weighted average cost method. The inventory is recorded at the lower of cost or net realizable value.
Property, Plants and Equipment	j. Property, Plants and Equipment Property, plants and equipment are recorded at cost and depreciated by the straight-line method over the estimated useful lives of the related assets. Annual rates of depreciation are presented in the table below: SCHEDULE OF ANNUAL DEPRECIATION RATES, PROPERTY AND EQUIPMENT Weighted Average Useful Life (Years) Production facility 3 5 Laboratory equipment 1 7 Office equipment and computers 3 17
Intangible assets	k. Intangible assets Intangible assets and their useful lives are as follows: SCHEDULE OF INTANGIBLE ASSETS AND THEIR USEFUL LIVE Useful Life (Years) Amortization Recorded at Comprehensive Loss Line Item Technology 15 Amortization of intangible assets Intangible assets are recorded at acquisition less accumulated amortization and impairment. Definite lived intangible assets are amortized over their estimated useful life using the straight-line method, which is determined by identifying the period over which the cash flows from the asset are expected to be generated. The Company capitalizes IPR&D projects acquired as part of a business combination. On successful completion of each project, IPR&D assets are reclassified to developed technology and amortized over their estimated useful lives.
Goodwill	l. Goodwill Goodwill represents the excess of consideration transferred over the value assigned to the net tangible and identifiable intangible assets of businesses acquired. Goodwill is allocated to reporting units expected to benefit from the business combination. Goodwill is not amortized but rather tested for impairment at least annually in the fourth quarter, or more frequently if events or changes in circumstances indicate that goodwill may be impaired. Before the Octomera deconsolidation, the Company reallocated its goodwill into two identified operating units: Octomera and Therapies. Subsequent to the Octomera deconsolidation, the goodwill allocated to Octomera was derecognized. As of December 31, 2023 - goodwill is solely allocated to Therapies operating unit. Goodwill impairment is recognized when the quantitative assessment results in the carrying value exceeding the fair value, in which case an impairment charge is recorded to the extent the carrying value exceeds the fair value. There were no
m. Impairment of Long-lived Assets	m. Impairment of Long-lived Assets The Company reviews its property, plants and equipment, intangible assets subject to amortization and other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset class may not be recoverable. Indicators of potential impairment include: an adverse change in legal factors or in the business climate that could affect the value of the asset; an adverse change in the extent or manner in which the asset is used or is expected to be used, or in its physical condition; and current or forecasted operating or cash flow losses that demonstrate continuing losses associated with the use of the asset. If indicators of impairment are present, the asset is tested for recoverability by comparing the carrying value of the asset to the related estimated undiscounted future cash flows expected to be derived from the asset. If the expected cash flows are less than the carrying value of the asset, then the asset is considered to be impaired and its carrying value is written down to fair value, based on the related estimated discounted cash flows. For indefinite life intangible assets, the Company performs an impairment test annually in the fourth quarter and whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. The Company determines the fair value of the asset based on discounted cash flows and records an impairment loss if its book value exceeds fair value. Impairment charges of IPR&D during the year ended December 31, 2022 were $ 1,061 Impairment charges of other investment during the year ended December 31, 2023 were $ 699
Income Taxes	n. Income Taxes 1) With respect to deferred taxes, income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is recognized to the extent that it is more likely than not that the deferred taxes will not be realized in the foreseeable future. 2) The Company follows a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the available evidence indicates that it is more likely than not that the position will be sustained on examination. If this threshold is met, the second step is to measure the tax position as the largest amount that is greater than 50% likely of being realized upon ultimate settlement 3) Taxes that would apply in the event of disposal of investment in Subsidiaries and associated companies have not been taken into account in computing the deferred income taxes, as it is the Company’s intention to hold these investments and not realize them.
Stock-based Compensation	o. Stock-based Compensation The Company recognizes stock-based compensation for the estimated fair value of share-based awards. The Company measures compensation expense for share-based awards based on estimated fair values on the date of grant using the Black-Scholes option-pricing model. This option pricing model requires estimates as to the option’s expected term and the price volatility of the underlying stock. The Company amortizes the value of share-based awards to expense over the vesting period on a straight-line basis.
Redeemable Non-controlling Interest	p. Redeemable Non-controlling Interest Non-controlling interests with embedded redemption features, whose settlement is not at the Company’s discretion, are considered redeemable non-controlling interest. Redeemable non-controlling interests are considered to be temporary equity and are therefore presented as a mezzanine section between liabilities and equity on the Company’s consolidated balance sheets. Redeemable non-controlling interests are measured at the greater of the initial carrying amount adjusted for the non-controlling interest’s share of comprehensive income or loss or its redemption value. Subsequent adjustment of the amount presented in temporary equity is required only if the Company’s management estimates that it is probable that the instrument will become redeemable. Adjustments of redeemable non-controlling interest to its redemption value are recorded through additional paid-in capital.
Loss per Share of Common Stock	q. Loss per Share of Common Stock Basic net loss (income) per share is computed by dividing the net loss (income) for the period by the weighted average number of shares of common stock outstanding for each period. Diluted net income per share is based upon the weighted average number of common shares and of common shares equivalents outstanding when dilutive. Common share equivalents include: (i) outstanding stock options, RSUs and warrants which are included under the treasury share method when dilutive, and (ii) common shares to be issued under the assumed conversion of the Company’s outstanding convertible loans and debt, which are included under the if-converted method when dilutive (See Note 14).
Concentration of Credit Risk	r. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of principally cash and cash equivalents, bank deposits The Company’s accounts receivable accounting policy until December 31, 2022, prior to the adoption of the new Current Expected Credit Losses (“CECL”) standard, created bad debts when objective evidence existed of inability to collect all sums owed it under the original terms of the debit balances. Material customer difficulties, the probability of their going bankrupt or undergoing economic reorganization and insolvency, material delays in payments and other objective considerations by management that indicate expected risk of payment were all considered indicative of reduced debtor balance value. Effective January 1, 2023, the Company adopted the new CECL standard. The Company maintains the allowance for estimated losses resulting from the inability of the Company’s customers to make required payments. The Company considers historical collection experience for each of its customers and when revenue and accounts receivable are recorded. The Company also recognizes estimated expected credit losses over the life of the accounts receivables. The estimate of expected credit losses considers not only historical information, but also current and future economic conditions and events.
Treasury shares	s. Treasury shares The Company repurchases its common stock from time to time on the open market and holds such shares as treasury stock. The Company presents the cost to repurchase treasury stock as a reduction of shareholders’ equity. The Company did not reissue nor cancel treasury shares during the year ended December 31, 2023 and December 31, 2022.
Other Comprehensive Loss	t. Other Comprehensive Loss Other comprehensive loss represents adjustments of foreign currency translation.
Revenue from Contracts with Customers	u. Revenue from Contracts with Customers The Company’s agreements are primarily service and processing contracts, the performance obligations of which range in duration from a few months to one year. The Company applies the revenue guidance to contracts when control of the services is transferred to the customer for an amount, referred to as the transaction price, which reflects the consideration to which the Company is expected to be entitled in exchange for those goods or services and when it is probable that the Company will collect substantially all of the consideration to which it is entitled in exchange for the goods and services it transfers to the customer. The Company does not adjust the promised amount of consideration for the effects of a significant financing component since the Company expects, at contract inception, that the period between the time of transfer of the promised goods or services to the customer and the time the customer pays for these goods or services to be generally one year or less. The Company’s credit terms to customers are in average between thirty and one hundred and fifty days. Nature of Revenue Streams The Company has four main revenue streams, which are License fees, POCare development services, cell process development services, including hospital supplies, and POCare cell processing. License fees Revenue recognized under license fees are recognized upon the confirmation of licensee of milestones completed and certainty of payment of the license fee . POCare Development Services Revenue recognized under contracts for POCare development services may, in some contracts, represent multiple performance obligations (where promises to the customers are distinct) in circumstances in which the work packages are not interrelated or the customer is able to complete the services performed. For arrangements that include multiple performance obligations, the transaction price is allocated to the identified performance obligations based on their relative standalone selling prices. The Company recognizes revenue when, or as, it satisfies a performance obligation. At contract inception, the Company determines whether the services are transferred over time or at a point in time. Performance obligations that have no alternative use and that the Company has the right to payment for performance completed to date, at all times during the contract term, are recognized over time. All other performance obligations are recognized as revenues by the Company at a point of time (upon completion) . Revenues from support services provided to the Company’s customers are recognized as and when the services are provided, because the customer simultaneously receives and consumes the benefits provided. Significant Judgement and Estimates Significant judgment is required to identifying the distinct performance obligations and estimating the standalone selling price of each distinct performance obligation and identifying which performance obligations create assets with alternative use to the Company, which results in revenue recognized upon completion, and which performance obligations are transferred to the customer over time, and the estimate of credit losses. Cell Process Development Services Revenue recognized under contracts for cell process development services may, in some contracts, represent multiple performance obligations (where promises to the customers are distinct) in circumstances in which the work packages and milestones are not interrelated or the customer is able to complete the services performed independently or by using competitors of the Company. In other contracts when the above circumstances are not met, the promises are not considered distinct, and the contract represents one performance obligation. For arrangements that include multiple performance obligations, the transaction price is allocated to the identified performance obligations based on their relative standalone selling prices. For these contracts, the standalone selling prices are based on the Company’s normal pricing practices when sold separately with consideration of market conditions and other factors, including customer demographics and geographic location. The Company measures the revenue to be recognized over time on a contract-by-contract basis, determining the use of either a cost-based input method or output method, depending on whichever best depicts the transfer of control over the life of the performance obligation. Included in cell process development services is hospital supplies revenue, which is derived principally from the performance of services to hospitals or other medical providers. Revenue is earned and recognized when product and services are received by the customer. POCare Cell Processing Revenues from POCare Cell processing represent performance obligations which are recognized either over, or at a point of time. The progress towards completion is measured on an output measure based on direct measurement of the value transferred to the customer (units produced). Change Orders Changes in the scope of work are common and can result in a change in transaction price, equipment used and payment terms. Change orders are evaluated on a contract-by-contract basis to determine if they should be accounted for as a new contract or as part of the existing contract. Generally, services from change orders are not distinct from the original performance obligation. As a result, the effect that the contract modification has on the contract revenue, and measure of progress, is recognized as an adjustment to revenue when they occur.
Leases	v. Leases The Company determines if an arrangement is a lease at inception. Lease classification is governed by five criteria in ASC 842-10-25-2. If any of these five criteria is met, The Company classifies the lease as a finance lease; otherwise, the Company classifies the lease as an operating lease. When determining lease classification, the Company’s approach in assessing two of the mentioned criteria is: (i) generally 75% or more of the remaining economic life of the underlying asset is a major part of the remaining economic life of that underlying asset; and (ii) generally 90% or more of the fair value of the underlying asset comprises substantially all of the fair value of the underlying asset Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in the consolidated balance sheet. Finance leases are included in property, plants and equipment, net and finance lease liabilities in the consolidated balance sheet. ROU assets represent Orgenesis’ right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at the commencement date to determine the present value of the lease payments. The standard also provides practical expedients for an entity’s ongoing accounting. The Company elected the short-term lease recognition exemption for all leases with a term shorter than 12 months. This means that for those leases, the Company does not recognize ROU assets or lease liabilities but recognizes lease expenses over the lease term on a straight-line basis. Lease terms will include options to extend or terminate the lease when it is reasonably certain that Orgenesis will exercise or not exercise the option to renew or terminate the lease.
Segment reporting	w. Segment reporting Since the Metalmark Investment, the Company’s business includes two reporting segments: Octomera and Therapies. See note 5.
Recently adopted accounting pronouncements	x. 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 will be effective for Smaller Reporting Companies (SRCs, as defined by the SEC) for the fiscal year beginning on January 1, 2023, including interim periods within that year. The 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 will result in the acquirer recognizing contract assets and contract liabilities at the same amounts recorded by the acquiree. The guidance should be applied prospectively to acquisitions occurring on or after the effective date. The guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted, including in interim periods, for any financial statements that have not yet been issued. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.
Recently issued accounting pronouncements, not yet adopted	y. Recently issued accounting pronouncements, not yet adopted On August 23, 2023, 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. In November 2023, the FASB issued ASU 2023-07 “Segment Reporting: Improvements to Reportable Segment Disclosures”. This guidance expands public entities’ segment disclosures primarily by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments are required to be applied retrospectively to all prior periods presented in an entity’s financial statements. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements related disclosures. In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. This guidance is intended to enhance the transparency and decision-usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to disclosure regarding rate reconciliation and income taxes paid both in the U.S. and in foreign jurisdictions. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 on a prospective basis, with the option to apply the standard retrospectively. Early adoption is permitted. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements disclosures.

SIGNIFICANT ACCOUNTING POLICI_3

SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
SCHEDULE OF ANNUAL DEPRECIATION RATES, PROPERTY AND EQUIPMENT	Annual rates of depreciation are presented in the table below: SCHEDULE OF ANNUAL DEPRECIATION RATES, PROPERTY AND EQUIPMENT Weighted Average Useful Life (Years) Production facility 3 5 Laboratory equipment 1 7 Office equipment and computers 3 17
SCHEDULE OF INTANGIBLE ASSETS AND THEIR USEFUL LIVE	Intangible assets and their useful lives are as follows: SCHEDULE OF INTANGIBLE ASSETS AND THEIR USEFUL LIVE Useful Life (Years) Amortization Recorded at Comprehensive Loss Line Item Technology 15 Amortization of intangible assets

REDEEMABLE NON-CONTROLLING IN_2

REDEEMABLE NON-CONTROLLING INTEREST AND DECONSOLIDATION (Tables)	12 Months Ended
	Dec. 31, 2023
Noncontrolling Interest [Abstract]
SCHEDULE OF FAIR VALUE OF RETAINED EARNINGS	SCHEDULE OF FAIR VALUE OF RETAINED EARNINGS (in thousands) Fair value of the retained interest in Octomera $ - Net assets deconsolidated 4,959 Release of translation adjustment 384 Net profit $ 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: 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 INVESTMENTS AND LOANS _2

EQUITY INVESTMENTS AND LOANS TO ASSOCIATES (Tables)	12 Months Ended
	Dec. 31, 2023
Equity Method Investments and Joint Ventures [Abstract]
SUMMARY OF RESULTS OF OPERATIONS	SUMMARY OF RESULTS OF OPERATIONS Six-Months Ended December 31, 2023 Total revenue $ 53 Gross loss $ 5,010 Net loss $ 20,145
SCHEDULE OF CHANGES IN INVESTMENTS AND LOAN	SCHEDULE OF CHANGES IN INVESTMENTS AND LOAN 2023 2022 December 31, 2023 2022 (in thousands) Opening balance $ 135 $ 584 Investments during the period 660 - Loan granted to associates - 4,131 Repayment of loan (55 ) - Business Combinations - (3,156 ) Fair value of the retained interest in Octomera (see Note 3) - - Interest from loans to associates - 161 Share in net loss of associated companies (734 ) (1,508 ) Exchange rate differences 2 (77 ) Total $ 8 $ 135

SEGMENT INFORMATION (Tables)

SEGMENT INFORMATION (Tables)	12 Months Ended
	Dec. 31, 2023
Segment Reporting [Abstract]
SCHEDULE OF SEGMENT REPORTING	Segment data for the year ended December 31, 2023 is as follows: SCHEDULE OF SEGMENT REPORTING Octomera Therapies Eliminations Consolidated (in thousands) Revenues $ 68 $ 515 $ (53 ) $ 530 Cost of revenues * (9,505 ) (690 ) 4,421 (5,774 ) Gross profit (loss) (9,437 ) (175 ) 4,368 (5,244 ) Cost of development services and research and development expenses * (9,211 ) (5,811 ) 4,711 (10,311 ) Operating expenses * (37,878 ) (7,102 ) 9,892 (35,088 ) Impairment of investment - (699 ) - (699 ) Share in net income of associated companies - (74 ) (660 ) (734 ) Profit from deconsolidation - - (5,343 ) (5,343 ) Other income, net 1 3 - 4 Depreciation and amortization (1,765 ) (782 ) 987 (1,560 ) Credit loss on convertible loan receivable - (2,688 ) - (2,688 ) Loss from extinguishment in connection with convertible loan - (283 ) - (283 ) Financial Expenses, net (573 ) (2,004 ) 78 (2,499 ) Income (loss) before income taxes $ (58,863 ) $ (19,615 ) $ 14,033 $ (64,445 ) * Excluding Depreciation, amortization and impairment expenses Segment data for the year ended December 31, 2022 is as follows: Octomera Therapies Eliminations Consolidated (in thousands) Revenues $ 33,884 $ 6,432 $ (5,575 ) $ 34,741 Revenues from related party 1,284 - - 1,284 Total revenues 35,168 6,432 (5,575 ) 36,025 Cost of revenues * (4,048 ) (1,088 ) (356 ) (5,492 ) Gross profit (loss) 31,120 5,344 (5,931 ) 30,533 Cost of development services and research and development expenses * (13,325 ) (12,262 ) 4,319 (21,268 ) Operating expenses * (7,762 ) (8,678 ) 900 (15,540 ) Impairment expenses (420 ) (641 ) - (1,061 ) Share in net income of associated companies (1,352 ) (156 ) - (1,508 ) Other income, net 168 5 - 173 Depreciation and amortization (1,006 ) (972 ) - (1,978 ) Loss from extinguishment in connection with convertible loan - (52 ) - (52 ) Financial Expenses, net (1,748 ) (223 ) - (1,971 ) Income (loss) before income taxes $ 5,675 $ (17,635 ) $ - $ (11,960 ) * Excluding Depreciation, amortization and impairment expenses

EQUITY (Tables)

EQUITY (Tables)	12 Months Ended
	Dec. 31, 2023
Equity [Abstract]
SCHEDULE OF WARRANTS ACTIVITY	A summary of the Company’s warrants granted to investors and as finder’s fees as of December 31, 2023, and December 31, 2022 and changes for the periods then ended is presented below: SCHEDULE OF WARRANTS ACTIVITY December 31, 2023 2022 Number of Warrants Weighted Average Exercise Price $ Number of Warrants Weighted Average Exercise Price $ Warrants 5,381,460 4.41 3,042,521 6.09 Changes during the period: Issued 2,891,245 1.46 2,978,575 3.16 Exercised (973,684 ) 1.90 - - Expired (1,456,979 ) 5.63 (639,636 ) 6.58 Warrants 5,842,042 3.06 5,381,460 4.41

PROPERTY, PLANTS AND EQUIPMENT

PROPERTY, PLANTS AND EQUIPMENT (Tables)	12 Months Ended
	Dec. 31, 2023
Property, Plant and Equipment [Abstract]
SCHEDULE OF COMPONENTS OF PROPERTY, PLANT AND EQUIPMENT	The following table represents the components of property, plants and equipment: SCHEDULE OF COMPONENTS OF PROPERTY, PLANT AND EQUIPMENT 2023 2022 December 31, 2023 2022 (in thousands) Cost: Production facility $ 55 $ 3,944 Office furniture and computers 242 589 Lab equipment 1,061 4,811 Advance payment 692 17,442 Subtotal 2,050 26,786 Less – accumulated depreciation (575 ) (3,952 ) Total $ 1,475 $ 22,834
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT BY GEOGRAPHICAL AXIS	Property, plants and equipment, net by geographical location were as follows: SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT BY GEOGRAPHICAL AXIS 2023 2022 December 31, 2023 2022 (in thousands) Belgium $ 29 $ 1,095 Greece - 858 Netherlands 289 380 Korea - 466 Israel 56 2,284 U.S. 1,101 17,751 Total $ 1,475 $ 22,834 Property, plants and equipment, net $ 1,475 $ 22,834

INTANGIBLE ASSETS AND GOODWILL

INTANGIBLE ASSETS AND GOODWILL (Tables)	12 Months Ended
	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
SCHEDULE OF GOODWILL	Changes in the carrying amount of the Company’s goodwill for the years ended December 31, 2023 and 2022 are as follows: SCHEDULE OF GOODWILL (in thousands) Goodwill as of December 31, 2021 $ 8,403 Translation differences (216 ) Goodwill as of December 31, 2022 $ 8,187 Deconsolidation of Octomera (6,815 ) Translation differences (161 ) Goodwill as of December 31, 2023 $ 1,211
SCHEDULE OF OTHER INTANGIBLE ASSETS	Other intangible assets consisted of the following: SCHEDULE OF OTHER INTANGIBLE ASSETS 2023 2022 December 31, 2023 2022 (in thousands) Gross Carrying Amount: Know How $ - $ 2,735 Customer relationships - 345 Technology 9,340 9,340 Subtotal 9,340 12,420 Less – Accumulated amortization (1,965 ) (2,726 ) Net carrying amount of other intangible assets $ 7,375 $ 9,694
SCHEDULE OF ESTIMATED AGGREGATE AMORTIZATION EXPENSES	Estimated aggregate amortization expenses for the five succeeding years ending on December 31 st SCHEDULE OF ESTIMATED AGGREGATE AMORTIZATION EXPENSES 2024 2025 to 2028 (in thousands) Amortization expenses $ 612 $ 2,450

CONVERTIBLE LOANS (Tables)

CONVERTIBLE LOANS (Tables)	12 Months Ended
	Dec. 31, 2023
Debt Disclosure [Abstract]
SCHEDULE OF LONG TERM CONVERTIBLE NOTES	The tables below summarize the Company’s outstanding convertible loans as of December 31, 2023 and December 31, 2022 respectively: SCHEDULE OF LONG TERM CONVERTIBLE NOTES Principal Issuance Date Current Interest Rate Current Current Conversion Price of loan into equity Amount (Year) % (Year) $ Convertible Loans Outstanding as of December 31, 2023 $ 750 2018 10 % 2026 2.50 1,500 2019 10 % 2026 2.50 100 2019 8 % 2024 2.50 5,000 2019 10 % 2026 2.50 100 2020 8 % 2024 7.00 5,000 2022 10 % 2026 2.50 1,150 2022 6 % ** 2023 4.50 5,000 2023 8 % 2026 2.46 735 2023 8 % 2024 - $ 19,260 * See Koligo convertible loan agreement below. ** Was not yet paid by December 31, 2023. 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 repaid during the year ended December 31, 2023 Principal Amount Issuance Year Interest Rate Maturity Period Exercise Price 3,000 2022 10 % 1 $ 2.5 Convertible Loans repaid during the year ended December 31, 2022 Principal Amount Issuance Year Interest Rate Maturity Period Exercise Price 150 2019 8 % 2.5 $ 7 50 2019 6 % 3 7 150 2020 8 % 2.5 7 1,950 2019 6 8 % 3 4.5 7 2,300

LEASES (Tables)

LEASES (Tables)	12 Months Ended
	Dec. 31, 2023
Leases
SCHEDULE OF LEASE-RELATED ASSETS AND LIABILITIES	The table below presents the lease-related assets and liabilities recorded on the balance sheet: SCHEDULE OF LEASE-RELATED ASSETS AND LIABILITIES 2023 2022 December 31, 2023 2022 Assets Operating Leases Operating lease right-of-use assets $ 351 $ 2,304 Finance Leases Property, plants and equipment, gross 89 222 Accumulated depreciation (65 ) (68 ) Property and equipment, net $ 24 $ 154 Liabilities Current liabilities Current maturities of operating leases $ 216 $ 542 Current maturities of long-term finance leases $ 18 $ 60 Long-term liabilities Non-current operating leases $ 96 $ 1,728 Long-term finance leases $ 4 $ 95 Weighted Average Remaining Lease Term Operating leases 1.1 4.7 Finance leases 1.2 2.4 Weighted Average Discount Rate Operating leases 7.5 % 8.0 % Finance leases 2.0 % 6.4 %
SCHEDULE OF LEASE COSTS	The table below presents certain information related to lease costs and finance and operating leases: SCHEDULE OF LEASE COSTS 2023 2022 Years ended December 31, 2023 2022 Operating lease cost: $ 561 546 Finance lease cost: Amortization of leased assets 46 43 Interest on lease liabilities 5 7 Total finance lease cost $ 51 50
SCHEDULE OF SUPPLEMENTAL CASHFLOW INFORMATION	The table below presents supplemental cash flow information related to lease: SCHEDULE OF SUPPLEMENTAL CASHFLOW INFORMATION Years ended December 31, 2023 2022 (in Thousands) Cash paid for amounts included in the measurement of leases liabilities: Operating leases $ 573 $ 559 Finance leases $ 44 $ 43 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 752 $ 432 Finance leases - 136
SCHEDULE OF FINANCE LEASE LIABILITIES AND OPERATING LEASE LIABILITIES	The table below reconciles the undiscounted cash flows for each of the first five years and total of the remaining years to the finance lease liabilities and operating lease liabilities recorded on the balance sheet. SCHEDULE OF FINANCE LEASE LIABILITIES AND OPERATING LEASE LIABILITIES Operating Leases Finance Leases Year ended December 31, 2024 $ 231 $ 18 2025 99 4 2026 - - 2027 - - 2028 - - Thereafter - - Total minimum lease payments 330 22 Less: amount of lease payments representing interest (18 ) - Present value of future minimum lease payments 312 22 Less: Current leases obligations (216 ) (18 ) Long-term leases obligations $ 96 $ 4
SCHEDULE OF RIGHT-OF-USE ASSETS BY GEOGRAPHICAL LOCATION	Operating lease right-of-use assets by geographical location were as follows: SCHEDULE OF RIGHT-OF-USE ASSETS BY GEOGRAPHICAL LOCATION December 31, 2023 2022 (in thousands) Greece $ - $ 1,368 Korea - 218 Israel 292 580 U.S. 59 138 Total $ 351 $ 2,304

LOSS PER SHARE (Tables)

LOSS PER SHARE (Tables)	12 Months Ended
	Dec. 31, 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 periods indicated: SCHEDULE OF BASIC AND DILUTED LOSS PER SHARE 2023 2022 Years ended December 31, 2023 2022 (in thousands, except per share data) Basic and diluted: Net loss attributable to Orgenesis Inc $ 55,361 $ 14,889 Weighted average number of common shares outstanding 29,007,869 25,096,284 Net loss per share $ 1.91 $ 0.59

STOCK-BASED COMPENSATION (Table

STOCK-BASED COMPENSATION (Tables)	12 Months Ended
	Dec. 31, 2023
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
SCHEDULE OF STOCK OPTIONS, VALUATION ASSUMPTIONS	SCHEDULE OF STOCK OPTIONS, VALUATION ASSUMPTIONS Years Ended December 31, 2023 2022 Value of one common share $ 1.36 $ 2 Dividend yield 0% 0% Expected stock price volatility 80 84 Risk free interest rate 4.07 3.6 3.61 Expected term (years) 10 10
SCHEDULE OF STOCK OPTIONS ACTIVITY GRANTED TO EMPLOYEES	A summary of the Company’s RSUs granted to employees as of December 31, 2023 is presented below: SCHEDULE OF STOCK OPTIONS ACTIVITY GRANTED TO EMPLOYEES Years Ended December 31 2023 Number of RSUs Options outstanding at the beginning of the period - Changes during the period: Granted 142,000 Expired - Forfeited - Options outstanding at end of the period 142,000
Restricted Stock Units (RSUs) [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
SCHEDULE OF STOCK OPTIONS EXERCISABLE	The following table presents summary information concerning the options granted and exercisable to employees and directors outstanding as of December 31, 2023 (in thousands, except per share data): SCHEDULE OF STOCK OPTIONS EXERCISABLE Number of Outstanding RSUs Weighted Average Remaining Contractual Life Aggregate Intrinsic Value $ Number of Exercisable RSUs Aggregate Exercisable RSUs Value $ (in thousands) (in thousands) 142,000 9.99 71 - -
SCHEDULE OF STOCK OPTIONS GRANTED TO EMPLOYEES	Below is a table summarizing all the RSUs grants to employees and made during the years ended December 31, 2023: SCHEDULE OF STOCK OPTIONS GRANTED TO EMPLOYEES Year Ended No. of options granted Vesting period Fair value at grant (in thousands) Employees December 31, 2023 142,000 Quarterly over a period of two $ 50
Options Granted To Employees [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
SCHEDULE OF EMPLOYEE STOCK OWNERSHIP PLAN DISCLOSURES	Below is a table summarizing all of the options grants to employees and Directors made during the years ended December 31, 2023, and December 31, 2022: SCHEDULE OF EMPLOYEE STOCK OWNERSHIP PLAN DISCLOSURES Year Ended No. of options Exercise price Vesting period Fair value at grant (in thousands) Expiration Employees December 31, 318,000 $ 0.45 1.36 51% Quarterly over a period of two years and the rest quarterly over a period of four years 148 10 Directors December 31, 84,650 $ 0.45 On the one-year anniversary 26 10 Employees December 31, 440,250 $ 2 2.01 Quarterly over a period of two years $ 559 10 Directors December 31, 84,650 1.86 On the one-year anniversary $ 100 10
SCHEDULE OF STOCK OPTIONS, VALUATION ASSUMPTIONS	SCHEDULE OF STOCK OPTIONS, VALUATION ASSUMPTIONS Years Ended December 31, 2023 2022 Value of one common share $ 0.45 1.36 $ 1.86 2.01 Dividend yield 0% 0% Expected stock price volatility 70 80 70 71 Risk free interest rate 3.9 4.28 3.61 3.85 Expected term (years) 5.5 6.06 5.5 5.56
SCHEDULE OF STOCK OPTIONS ACTIVITY	A summary of the Company’s stock options granted to employees and directors as of December 31, 2023 and December 31, 2022 is presented below: SCHEDULE OF STOCK OPTIONS ACTIVITY Years Ended December 31 2023 2022 Number of Options Weighted Average Exercise Price $ Number of Options Weighted Average Exercise Price $ Options outstanding at the 3,035,465 4.17 3,210,005 4.05 Changes during the period: Granted 402,650 0.64 524,900 1.98 Exercised* - - (510,017 ) 0.01 Expired (178,837 ) 4.92 (125,426 ) 8.8 Forfeited (231,809 ) 1.04 (63,997 )- 4.13 Options outstanding at 3,027,469 3.89 3,035,465 4.17 Options exercisable at 2,740,382 4.18 2,565,919 4.51 * During the year ended December 31, 2022, the Company received $ 6 510,017 0.012
SCHEDULE OF STOCK OPTIONS EXERCISABLE	The following table presents summary information concerning the options granted and exercisable to employees and directors outstanding as of December 31, 2023 (in thousands, except per share data): SCHEDULE OF STOCK OPTIONS EXERCISABLE Exercise Price $ Number of Outstanding Options Weighted Average Remaining Contractual Life Aggregate Intrinsic Value $ Number of Exercisable Options Aggregate Exercisable Options Value $ (in thousands) (in thousands) 0.0012 230,189 0.64 115 230,189 - 0.45 149,150 9.97 7 - - 1.86 84,650 8.99 - 84,650 157 2.89 84,650 7.96 - 84,650 245 2 321,878 7.67 - 249,566 499 2.01 71,563 8.29 - 38,563 78 2.96 47,250 5.03 - 47,250 140 2.99 401,950 5.69 - 401,950 1,202 3.14 2,500 5.91 - 2,500 8 4.5 22,500 4.86 - 22,500 101 4.6 140,800 6.96 - 140,800 648 4.7 6,250 6.03 - 6,250 29 4.8 483,337 2.94 - 483,337 2,320 5.02 42,625 4.60 - 42,625 214 5.07 49,500 5.19 - 49,500 251 5.1 32,500 4.51 - 32,500 166 5.12 97,375 6.40 - 97,375 499 5.99 312,050 4.47 - 312,050 1,868 6 16,667 0.59 - 16,667 100 6.84 12,000 6.38 - 12,000 82 7.2 83,334 3.43 - 83,334 600 8.36 250,001 4.50 - 250,001 2,090 8.91 15,000 4.46 - 15,000 134 3,027,469 5.23 122 2,740,382 11,462
Options Granted To Non Employees [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
SCHEDULE OF STOCK OPTIONS ACTIVITY	A summary of the Company’s stock options granted to consultants and service providers as of December 31, 2023, and December 31, 2022 is presented below: SCHEDULE OF STOCK OPTIONS ACTIVITY Years Ended December 31, 2023 2022 Number of Options Weighted Average Exercise Price $ Number of Options Weighted Average Exercise Price $ Options outstanding at the 517,175 4.88 547,691 5.89 Changes during the year: Granted 8,335 1.36 28,335 2.00 Expired (23,334 ) 6.04 (58,851 ) 12.85 Forfeited (235,109 ) 4.42 - - Options outstanding at end of the year 267,067 5.07 517,175 4.88 Options exercisable at end of the year 206,062 5.71 453,005 5.11
SCHEDULE OF STOCK OPTIONS EXERCISABLE	The following table presents summary information concerning the options granted and exercisable to consultants and service providers outstanding as of December 31, 2023 (in thousands, except per share data): SCHEDULE OF STOCK OPTIONS EXERCISABLE Exercise Price $ Number of Outstanding Options Weighted Average Remaining Contractual Life Aggregate Intrinsic Value $ Number of Exercisable Options Aggregate Exercisable Options Value $ (in thousands) (in thousands) 2 28,335 8.46 - - - 2.96 7,500 7.96 - 7,500 22 2.99 20,000 6.22 - 20,000 60 4.09 25,000 5.76 - 25,000 102 4.42 5,125 3.93 - 5,125 23 4.5 13,335 5.53 - 5,000 23 4.6 20,000 6.96 - 4,000 18 4.8 8,334 2.94 - 8,334 40 5.07 5,000 5.19 - 5,000 25 5.3 15,000 4.70 - 15,000 80 5.99 16,670 4.81 - 16,670 100 6.84 7,500 6.38 - 7,500 51 7 70,000 5.83 - 70,000 490 8.34 8,600 4.52 - 8,600 72 8.43 8,333 4.05 - 8,333 70 267,067 6.03 - 206,062 1,176
SCHEDULE OF STOCK OPTIONS GRANTED TO EMPLOYEES	Below is a table summarizing all the compensation granted to consultants and service providers during the years ended December 31, 2023 and December 31, 2022: SCHEDULE OF STOCK OPTIONS GRANTED TO CONSULTANTS Year of grant No. of options granted Exercise price Vesting period Fair value at grant (in thousands) Expiration period Non-employees 2023 8,335 $ 1.36 Annually over a period of five $ 9 10 Non-employees 2022 28,335 $ 2 Quarterly over a period of two $ 48 10

TAXES (Tables)

TAXES (Tables)	12 Months Ended
	Dec. 31, 2023
Income Tax Disclosure [Abstract]
SCHEDULE OF DEFERRED TAX ASSETS	The following table presents summary of information concerning the Company’s deferred taxes as of the years ending December 31, 2023 and December 31, 2022: SCHEDULE OF DEFERRED TAX ASSETS 2023 2022 December 31, 2023 2022 (U.S. dollars in thousands) Deferred tax assets (liabilities), net: Net operating loss carry forwards $ 12,331 $ 10,387 Research and development expenses 3,932 1,893 Equity compensation 1,563 1,616 Employee benefits 70 191 Property, plants and equipment (26 ) (55 ) Leases asset 66 191 Lease liability (67 ) (132 ) Loans - 50 Partnership Investment 8,627 2,582 Intangible assets (1,629 ) (2,252 ) Bad debt allowance 575 - Other 1,088 385 Deferred tax assets gross 26,530 14,856 Valuation allowance (26,530 ) (14,753 ) Net deferred tax liabilities $ - $ 103
SCHEDULE OF VALUATION ALLOWANCE ACTIVITY	The changes in valuation allowance are comprised as follows: SCHEDULE OF VALUATION ALLOWANCE ACTIVITY December 31, 2023 2022 (U.S dollars in thousands) Balance at the beginning of year $ (14,753 ) $ (12,805 ) Deconsolidation of Octomera 1,252 - Change during the year (13,029 ) (1,948 ) Balance at end of year $ (26,530 ) $ (14,753 )

REVENUES (Tables)

REVENUES (Tables)	12 Months Ended
	Dec. 31, 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 2023 2022 Years Ended December 31, 2023 2022 (in thousands) Revenue stream: POCare development services $ - $ 14,894 Cell process development services and hospital services 515 11,212 POCare cell processing - 9,919 License fees 15 - Total $ 530 $ 36,025
SCHEDULE OF BREAKDOWN OF REVENUES PER CUSTOMER	A breakdown of the revenues per customer what constituted at least 10% of revenues is as follows: SCHEDULE OF BREAKDOWN OF REVENUES PER CUSTOMER 2023 2022 Years Ended December 31, 2023 2022 (in thousands) Revenue earned: Customer A (United States) 280 - Customer B (United States) 90 - Customer C (United States) 130 - Customer D (Greece) - 8,936 Customer E (United States) - 8,316 Customer F (United Arab Emirates) - 5,271 Customer G (Korea) - 3,873 Revenue earned - 3,873
SCHEDULE OF ACTIVITY FOR TRADE RECEIVABLES	The activity for accounts receivable is comprised of: SCHEDULE OF ACTIVITY FOR TRADE RECEIVABLES 2023 2022 Years Ended December 31, 2023 2022 (in thousands) Balance as of beginning of period $ 36,183 $ 15,245 Deconsolidation of Octomera (5,985 ) - Business combination TLABS - (1,339 ) Additions 560 35,103 Collections (6,230 ) (12,728 ) Allowances for credit losses (24,388 ) - Exchange rate differences (52 ) (98 ) Ceased to be a related party - (2,186 ) Balance as of end of period $ 88 $ 36,183 The activity of the related party included in the accounts receivable activity above is comprised of: 2022 Years Ended December 31, 2022 Balance as of beginning of period $ 1,972 Additions 1,284 Collections (1,070 ) Ceased to be a related party (2,186 ) Balance as of end of period $ -
SCHEDULE OF ACTIVITY FOR CONTRACT LIABILITIES	The activity for contract liabilities is comprised of: SCHEDULE OF ACTIVITY FOR CONTRACT LIABILITIES 2023 2022 Years Ended December 31, 2023 2022 (in thousands) Balance as of beginning of period $ 70 $ 59 Deconsolidation of Octomera (106 ) - Additions 236 11 Balance as of end of period $ 200 $ 70

COST OF DEVELOPMENT SERVICES _2

COST OF DEVELOPMENT SERVICES AND RESEARCH AND DEVELOPMENT EXPENSES (Tables)	12 Months Ended
	Dec. 31, 2023
Research and Development [Abstract]
SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSES	SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSES 2023 2022 Years Ended December 31, 2023 2022 (in thousands) Salaries and related expenses $ 4,800 $ 11,206 Stock-based compensation 210 616 Subcontracting, professional and consulting services 3,662 5,655 Lab expenses 377 2,685 Depreciation expenses 312 1,017 Other research and development expenses 1,542 6,010 Less – grant (280 ) (123 ) Total $ 10,623 $ 27,066

FINANCIAL EXPENSES, NET (Tables

FINANCIAL EXPENSES, NET (Tables)	12 Months Ended
	Dec. 31, 2023
SCHEDULE OF FINANCIAL EXPENSES	SCHEDULE OF FINANCIAL EXPENSES 2023 2022 Years Ended December 31, 2023 2022 (in thousands) Interest expense on convertible loans $ 2,167 $ 1,824 Foreign exchange loss, net 325 145 Other expense 7 2 Total $ 2,499 $ 1,971

RELATED PARTIES TRANSACTIONS (T

RELATED PARTIES TRANSACTIONS (Tables)	12 Months Ended
	Dec. 31, 2023
Related Party Transactions [Abstract]
SCHEDULE OF RELATED PARTY TRANSACTIONS	SCHEDULE OF RELATED PARTY TRANSACTIONS Years ended December 31, 2023 2022 (in thousands) Stock-based compensation expenses to executive officers $ 78 $ 111 Stock-based compensation expenses to Board Members $ 99 $ 152 Compensation of executive officers $ 690 $ 669 Management and consulting fees to Board Members $ 380 $ 380 Revenues from customer $ - $ 1,284 Financial income $ - $ 126
SCHEDULE OF RELATED PARTIES PRESENTED IN CONSOLIDATED BALANCE SHEETS	SCHEDULE OF RELATED PARTIES PRESENTED IN CONSOLIDATED BALANCE SHEETS December 31, 2023 2022 (in thousands) Executive officers’ payables $ 150 $ 80 Non-executive directors’ payable $ 938 $ 558

SCHEDULE OF ANNUAL DEPRECIATION

SCHEDULE OF ANNUAL DEPRECIATION RATES, PROPERTY AND EQUIPMENT (Details)	Dec. 31, 2023
Production Facility [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Weighted average useful life	3 years
Production Facility [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Weighted average useful life	5 years
Equipment [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Weighted average useful life	1 year
Equipment [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Weighted average useful life	7 years
Office Equipment [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Weighted average useful life	3 years
Office Equipment [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Weighted average useful life	17 years

SCHEDULE OF INTANGIBLE ASSETS A

SCHEDULE OF INTANGIBLE ASSETS AND THEIR USEFUL LIVE (Details)	Dec. 31, 2023
Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets and useful lives (Years)	15 years

DESCRIPTION OF BUSINESS (Detail

DESCRIPTION OF BUSINESS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Apr. 15, 2024	Jan. 29, 2024	Jun. 30, 2023
Equity method investments	$ 8	$ 39
Commons stock, par value	$ 0.0001	$ 0.0001
Accumulated deficit	$ 176,622	$ 121,261
Net cash used in operating activities	14,837	$ 24,924
Octomera LLC [Member]
Equity method investments	$ 0				$ 1,000
Equity method investment, ownership percentage	75%
Octomera LLC [Member] | Subsequent Event [Member]
Equity method investment, ownership percentage			100%	100%
ORGS [Member]
Commons stock, par value	$ 0.0001
Minimum closing bid price	$ 1

SIGNIFICANT ACCOUNTING POLICI_4

SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Goodwill, impairment loss	$ 0
Impairment charges		$ 1,061,000
Impairment charges of other investment		$ 699
Likelihood settlement	greater than 50% likely of being realized upon ultimate settlement
Lease classification description	When determining lease classification, the Company’s approach in assessing two of the mentioned criteria is: (i) generally 75% or more of the remaining economic life of the underlying asset is a major part of the remaining economic life of that underlying asset; and (ii) generally 90% or more of the fair value of the underlying asset comprises substantially all of the fair value of the underlying asset
In Process Research and Development [Member]
Finite-Lived Intangible Assets [Line Items]
Impairment charges	$ 1,061,000

SCHEDULE OF FAIR VALUE OF RETAI

SCHEDULE OF FAIR VALUE OF RETAINED EARNINGS (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Noncontrolling Interest [Line Items]
Net profit	$ (5,343)
Octomera [Member]
Noncontrolling Interest [Line Items]
Fair value of the retained interest in Octomera
Net assets deconsolidated	4,959
Release of translation adjustment	384
Net profit	$ 5,343

SCHEDULE OF NET ASSETS DECONSOL

SCHEDULE OF NET ASSETS DECONSOLIDATED (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
Noncontrolling Interest [Line Items]
NON-CONTROLLING INTEREST	$ 8,430
Octomera [Member]
Noncontrolling Interest [Line Items]
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 ($)		12 Months Ended
	Nov. 04, 2022	Dec. 31, 2023	Dec. 31, 2022	Nov. 14, 2022
Redeemable Noncontrolling Interest [Line Items]
Revenue		$ 530,000	$ 36,025,000
Number of shares issued, value			2,175,000
Net profit		(5,343,000)
Equity Method Investment, Aggregate Cost		0
10 Secured Promissory Notes [Member]
Redeemable Noncontrolling Interest [Line Items]
Original principal amount		2,600
Octomera [Member]
Redeemable Noncontrolling Interest [Line Items]
Net profit		5,343,000
Morgenesis LLC [Member]
Redeemable Noncontrolling Interest [Line Items]
Equity interest percentage				77.69%
Class A Preferred Stock [Member] | First Milestone [Member]
Redeemable Noncontrolling Interest [Line Items]
Number of shares issued, value		$ 10,000,000
Number of shares issued, shares		1,000,000
Class A Preferred Stock [Member] | Metalmark [Member]
Redeemable Noncontrolling Interest [Line Items]
Number of shares issued, shares		650,000
Investments		$ 6,500
Class B Preferred Stock [Member] | Second Milestone [Member]
Redeemable Noncontrolling Interest [Line Items]
Number of shares issued, value		$ 10,000,000
Number of shares issued, shares		1,000,000
Purchase Agreement [Member] | Class A Preferred Stock [Member]
Redeemable Noncontrolling Interest [Line Items]
Purchase of shares	3,019,651
Sale of stock	$ 30,196,000
Sale of stock, description of transaction	(i) $20,000 thousand of cash consideration and (ii) the conversion of $10,200 thousand of MM’s then-outstanding senior secured convertible loans previously entered into with MM pursuant to that certain Senior Secured Convertible Loan Agreement, dated as of August 15, 2022, between MM, Octomera and the Company.
Purchase Agreement [Member] | Class A Preferred Stock [Member] | Morgenesis [Member]
Redeemable Noncontrolling Interest [Line Items]
Equity interest percentage	22.31%
Senior Secured Convertible Loan Agreement [Member] | Lender [Member]
Redeemable Noncontrolling Interest [Line Items]
Original principal amount	$ 125,000,000
Unit Purchase Agreement [Member]
Redeemable Noncontrolling Interest [Line Items]
Milestone payments		$ 40,000,000
Milestone sales percentage		5%
Unit Purchase Agreement [Member] | First Milestone [Member] | Minimum [Member]
Redeemable Noncontrolling Interest [Line Items]
Revenue			$ 30,000,000
Unit Purchase Agreement [Member] | Second Milestone [Member] | Minimum [Member]
Redeemable Noncontrolling Interest [Line Items]
Revenue		$ 50,000,000
Unit Purchase Agreement [Member] | Metalmark [Member]
Redeemable Noncontrolling Interest [Line Items]
Royalty percentage to be received		5%
Unit Purchase Agreement [Member] | Class A Preferred Stock [Member] | Metalmark [Member]
Redeemable Noncontrolling Interest [Line Items]
Number of shares issued, shares		66,010
Investments		$ 660

SUMMARY OF RESULTS OF OPERATION

SUMMARY OF RESULTS OF OPERATIONS (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Schedule of Equity Method Investments [Line Items]
Total revenue			$ 34,741
Gross loss		$ (5,725)	30,892
Net loss		$ (55,361)	$ (14,889)
Octomera LLC [Member]
Schedule of Equity Method Investments [Line Items]
Total revenue	$ 53
Gross loss	5,010
Net loss	$ 20,145

SCHEDULE OF CHANGES IN INVESTME

SCHEDULE OF CHANGES IN INVESTMENTS AND LOAN (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Equity Method Investments and Joint Ventures [Abstract]
Opening balance	$ 135	$ 584
Investments during the period	660
Loan granted to associates		4,131
Repayment of loan	(55)
Business Combinations		(3,156)
Fair value of the retained interest in Octomera (see Note 3)
Interest from loans to associates		161
Share in net loss of associated companies	(734)	(1,508)
Exchange rate differences	2	(77)
Total	$ 8	$ 135

EQUITY INVESTMENTS AND LOANS _3

EQUITY INVESTMENTS AND LOANS TO ASSOCIATES (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Apr. 15, 2024	Jan. 29, 2024	Jun. 30, 2023	Dec. 31, 2021	Dec. 31, 2020
Schedule of Equity Method Investments [Line Items]
Equity method investments	$ 8	$ 39
Net loss equity method investments	$ (734)	$ (1,508)
Debt instrument, interest rate, stated percentage	8%
Octomera LLC [Member]
Schedule of Equity Method Investments [Line Items]
Equity method investments	$ 0				$ 1,000
Ownership percentage	75%
Net loss equity method investments	$ 660
Losses on equity investment	$ 9,355
Octomera LLC [Member] | Subsequent Event [Member]
Schedule of Equity Method Investments [Line Items]
Ownership percentage			100%	100%
Butterfly Biosciences Sarl [Member]
Schedule of Equity Method Investments [Line Items]
Ownership percentage							49%
Butterfly Biosciences Sarl [Member] | Kidney Cure [Member]
Schedule of Equity Method Investments [Line Items]
Ownership percentage							51%
Revacel Srl [Member]
Schedule of Equity Method Investments [Line Items]
Ownership percentage						51%
Revacel Srl [Member] | Revatis [Member]
Schedule of Equity Method Investments [Line Items]
Ownership percentage						49%

SCHEDULE OF SEGMENT REPORTING (

SCHEDULE OF SEGMENT REPORTING (Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2023		Dec. 31, 2022
Segment Reporting Information [Line Items]
Total revenues		$ 530		$ 36,025
Cost of revenues		(5,774)	[1]	(5,492)	[2]
Gross profit (loss)		(5,244)		30,533
Cost of development services and research and development expenses	[1]	(10,311)
Operating expenses		(35,088)	[1]	(15,540)	[2]
Impairment of investment		(699)
Share in net income of associated companies		(734)		(1,508)
Profit from deconsolidation		(5,343)
Other income, net		4		173
Depreciation and amortization		(1,560)		(1,978)
Credit loss on convertible loan receivable		(2,688)
Loss from extinguishment in connection with convertible loan		(283)		(52)
Financial Expenses, net		(2,499)		(1,971)
Income (loss) before income taxes		(64,445)		(11,960)
Revenues				34,741
Cost of development services and research and development expenses	[2]			(21,268)
Impairment expenses				(1,061)
Related Party [Member]
Segment Reporting Information [Line Items]
Total revenues				1,284
Octomera [Member]
Segment Reporting Information [Line Items]
Total revenues		68		35,168
Cost of revenues		(9,505)	[1]	(4,048)	[2]
Gross profit (loss)		(9,437)		31,120
Cost of development services and research and development expenses	[1]	(9,211)
Operating expenses		(37,878)	[1]	(7,762)	[2]
Impairment of investment
Share in net income of associated companies				(1,352)
Profit from deconsolidation
Other income, net		1		168
Depreciation and amortization		(1,765)		(1,006)
Credit loss on convertible loan receivable
Loss from extinguishment in connection with convertible loan
Financial Expenses, net		(573)		(1,748)
Income (loss) before income taxes		(58,863)		5,675
Revenues				33,884
Cost of development services and research and development expenses	[2]			(13,325)
Impairment expenses				(420)
Octomera [Member] | Related Party [Member]
Segment Reporting Information [Line Items]
Total revenues				1,284
Therapies [Member]
Segment Reporting Information [Line Items]
Total revenues		515		6,432
Cost of revenues		(690)	[1]	(1,088)	[2]
Gross profit (loss)		(175)		5,344
Cost of development services and research and development expenses	[1]	(5,811)
Operating expenses		(7,102)	[1]	(8,678)	[2]
Impairment of investment		(699)
Share in net income of associated companies		(74)		(156)
Profit from deconsolidation
Other income, net		3		5
Depreciation and amortization		(782)		(972)
Credit loss on convertible loan receivable		(2,688)
Loss from extinguishment in connection with convertible loan		(283)		(52)
Financial Expenses, net		(2,004)		(223)
Income (loss) before income taxes		(19,615)		(17,635)
Revenues				6,432
Cost of development services and research and development expenses	[2]			(12,262)
Impairment expenses				(641)
Therapies [Member] | Related Party [Member]
Segment Reporting Information [Line Items]
Total revenues
Eliminations [Member]
Segment Reporting Information [Line Items]
Total revenues		(53)		(5,575)
Cost of revenues		4,421	[1]	(356)	[2]
Gross profit (loss)		4,368		(5,931)
Cost of development services and research and development expenses	[1]	4,711
Operating expenses		9,892	[1]	900	[2]
Impairment of investment
Share in net income of associated companies		(660)
Profit from deconsolidation		(5,343)
Other income, net
Depreciation and amortization		987
Credit loss on convertible loan receivable
Loss from extinguishment in connection with convertible loan
Financial Expenses, net		78
Income (loss) before income taxes		$ 14,033
Revenues				(5,575)
Cost of development services and research and development expenses	[2]			4,319
Impairment expenses
Eliminations [Member] | Related Party [Member]
Segment Reporting Information [Line Items]
Total revenues
[1]Excluding Depreciation, amortization and impairment expenses[2]Excluding Depreciation, amortization and impairment expenses

SCHEDULE OF WARRANTS ACTIVITY (

SCHEDULE OF WARRANTS ACTIVITY (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Equity [Abstract]
Number of warrants - warrants outstanding at the beginning of the period	5,381,460	3,042,521
Weighted average exercise price - warrants outstanding at the beginning of the period	$ 4.41	$ 6.09
Number of warrants - issued	2,891,245	2,978,575
Weighted average exercise price - issued	$ 1.46	$ 3.16
Number of warrants - exercised	(973,684)
Weighted average exercise price - exercised	$ 1.90
Number of warrants - expired	(1,456,979)	(639,636)
Weighted average exercise price - expired	$ 5.63	$ 6.58
Number of warrants - warrants outstanding and exercisable at the end of the period	5,842,042	5,381,460
Weighted average exercise price - warrants outstanding and exercisable at the end of the period	$ 3.06	$ 4.41

EQUITY (Details Narrative)

EQUITY (Details Narrative) - USD ($)

1 Months Ended

12 Months Ended

Mar. 03, 2024

Nov. 08, 2023

Aug. 31, 2023

Feb. 23, 2023

Feb. 22, 2022

Oct. 31, 2022

Mar. 31, 2022

Dec. 31, 2022

Mar. 08, 2024

Nov. 01, 2023

Apr. 30, 2018

Accumulated Other Comprehensive Income (Loss) [Line Items]

Gross proceeds from offering

$ 942,000

Offering shares

11,869,600

Transaction fees

$ 158,000

Issuance of shares related to acquisition of Mida

$ 100,000

Investor [Member] | Subsequent Event [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Exercise price of warrants

$ 0.78

Warrant exercised

25,000

Common Stock [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Stock issued during period, shares, new issues

724,999

Offering shares

107,985

Issuance of shares related to acquisition of Mida

[1]

Issuance of shares related to acquisition of Mida, shares

29,940

Securities Purchase Agreement [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Sale of stock, price per share

$ 3

Exercise price of warrants

$ 0.78

$ 1.90

$ 4.50

Warrant exercisable description

The Warrants had an exercise price of $1.90 per share, were exercisable immediately and were to expire five years following the date of issuance.

The warrants were not exercisable until after six months and expire three years from the date of issuance

Proceeds from private placemenrt

$ 3,700,000

$ 2,175,000

Warrant exercised

1,410,256

973,684

Sale of stock, shares

1,947,368

Warrant alternated cashless exercise description

The Warrants had 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 payable by the Company

Offering shares

1,410,256

Securities Purchase Agreement [Member] | Subsequent Event [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Proceeds from private placemenrt

$ 2,300,000

Securities Purchase Agreement [Member] | Private Placement [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Stock issued during period, shares, new issues

2,000,000

Shares issued, price per share

$ 0.50

Gross proceeds from offering

$ 1,000

Securities Purchase Agreement [Member] | Private Placement [Member] | Subsequent Event [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Sale of stock, price per share

$ 1.03

Sale of stock, shares

2,272,719

Securities Purchase Agreement [Member] | Common Stock [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Stock issued during period, shares, new issues

724,999

Securities Purchase Agreement [Member] | Warrant [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Warrant exercised

146,959

Securities Purchase Agreement [Member] | Warrant [Member] | Subsequent Event [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Exercise price of warrants

$ 1.50

Warrant exercised

2,272,719

Amendment Consent And Waiver Agreement [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Exercise price of warrants

$ 2.50

Sale of stock, shares

215,502

Joint Venture Agreement [Member] | Mida Biotech BV [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Issuance of shares related to acquisition of Mida

$ 100,000

Issuance of shares related to acquisition of Mida, shares

29,940

[1]Represents an amount lower than $1

SCHEDULE OF COMPONENTS OF PROPE

SCHEDULE OF COMPONENTS OF PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Subtotal	$ 2,050	$ 26,786
Less – accumulated depreciation	(575)	(3,952)
Total	1,475	22,834
Production Facility [Member]
Property, Plant and Equipment [Line Items]
Subtotal	55	3,944
Office Furniture And Computers [Member]
Property, Plant and Equipment [Line Items]
Subtotal	242	589
Lab Equipment [Member]
Property, Plant and Equipment [Line Items]
Subtotal	1,061	4,811
Advance Payment [Member]
Property, Plant and Equipment [Line Items]
Subtotal	$ 692	$ 17,442

SCHEDULE OF PROPERTY, PLANT AND

SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT BY GEOGRAPHICAL AXIS (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Property, plants and equipment, net	$ 1,475	$ 22,834
BELGIUM
Property, plants and equipment, net	29	1,095
GREECE
Property, plants and equipment, net		858
NETHERLANDS
Property, plants and equipment, net	289	380
KOREA, REPUBLIC OF
Property, plants and equipment, net		466
ISRAEL
Property, plants and equipment, net	56	2,284
UNITED STATES
Property, plants and equipment, net	$ 1,101	$ 17,751

PROPERTY, PLANTS AND EQUIPMEN_2

PROPERTY, PLANTS AND EQUIPMENT (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Depreciation	$ 839	$ 1,067

SCHEDULE OF GOODWILL (Details)

SCHEDULE OF GOODWILL (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill, beginning balance	$ 8,187	$ 8,403
Translation differences	(161)	(216)
Goodwill deconsolidation	(6,815)
Goodwill, ending balance	$ 1,211	$ 8,187

SCHEDULE OF OTHER INTANGIBLE AS

SCHEDULE OF OTHER INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Subtotal	$ 9,340	$ 12,420
Less – Accumulated amortization	(1,965)	(2,726)
Net carrying amount of other intangible assets	7,375	9,694
Know how [Member]
Finite-Lived Intangible Assets [Line Items]
Subtotal		2,735
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Subtotal		345
Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Subtotal	$ 9,340	$ 9,340

SCHEDULE OF ESTIMATED AGGREGATE

SCHEDULE OF ESTIMATED AGGREGATE AMORTIZATION EXPENSES (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expenses, 2024	$ 612
Amortization expenses, 2025 to 2028	$ 2,450

INTANGIBLE ASSETS AND GOODWIL_2

INTANGIBLE ASSETS AND GOODWILL (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 721	$ 911

LOANS (Details Narrative)

LOANS (Details Narrative) - USD ($)						1 Months Ended		2 Months Ended	12 Months Ended
	Mar. 26, 2024	Mar. 06, 2024	Feb. 29, 2024	Aug. 15, 2023	Jul. 25, 2023	Apr. 30, 2024	Jan. 31, 2024	Nov. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Oct. 31, 2023
Defined Benefit Plan Disclosure [Line Items]
Interest rate									8%
Outstanding amount had not yet been repaid									$ 35,000	$ 46,000
Proceeds from issuance of warrants										$ 2,175,000
Koligo [Member]
Defined Benefit Plan Disclosure [Line Items]
Loan amount								$ 60,000			$ 60,000
Interest rate								10%			10%
Outstanding amount had not yet been repaid								$ 40,000
Offshore Investor [Member]
Defined Benefit Plan Disclosure [Line Items]
Loan amount					$ 175,000			$ 150,000			$ 150,000
Repayment date					Jan. 01, 2024
Issuance of Shares, shares					360,000
Share price					$ 0.85
Conversion price per share					$ 0.85
Offshore Investor [Member] | Subsequent Event [Member]
Defined Benefit Plan Disclosure [Line Items]
Issuance of Shares, shares	242,719					375,000
Share price	$ 1.03						$ 0.85
Conversion price per share							$ 0.85
Proceeds from issuance of warrants						$ 375,000	$ 840,000
Warrants exercise price						$ 0.80
Offshore Investor [Member] | Koligo [Member] | Subsequent Event [Member]
Defined Benefit Plan Disclosure [Line Items]
Loan amount						$ 175,000
Offshore Investor [Member] | Israeli [Member] | Subsequent Event [Member]
Defined Benefit Plan Disclosure [Line Items]
Loan amount						$ 125,000
Investor [Member]
Defined Benefit Plan Disclosure [Line Items]
Loan amount				$ 250,000
Interest rate				8%	8%
Repayment date				Jan. 01, 2024				Nov. 30, 2023
Investor [Member] | Subsequent Event [Member]
Defined Benefit Plan Disclosure [Line Items]
Loan amount	$ 250,000		$ 57,000
Interest rate	10%	10%	10%
Repayment date	Jun. 26, 2024	Jun. 07, 2024	May 01, 2024
Conversion price per share		$ 1.03
Investor [Member] | Koligo [Member] | Subsequent Event [Member]
Defined Benefit Plan Disclosure [Line Items]
Loan amount		$ 37,500
Interest rate						10%
Investor [Member] | Israeli [Member] | Subsequent Event [Member]
Defined Benefit Plan Disclosure [Line Items]
Loan amount		$ 37,500
Interest rate						10%

SCHEDULE OF LONG TERM CONVERTIB

SCHEDULE OF LONG TERM CONVERTIBLE NOTES (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
		Dec. 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Interest Rate		8%
Repaid, principal amount		$ 3,000	$ 2,300
Convertible Loans One [Member]
Debt Instrument [Line Items]
Principal amount		$ 750	$ 750
Issuance Year		2018	2018
Interest Rate		10%	2%
Maturity Period		2026	2023
Exercise price		$ 2.50	$ 7
Convertible Loans Two [Member]
Debt Instrument [Line Items]
Principal amount		$ 1,500	$ 1,600
Issuance Year		2019	2019
Interest Rate		10%	8%
Maturity Period		2026	2024
Exercise price		$ 2.50	$ 7
Convertible Loans Three [Member]
Debt Instrument [Line Items]
Principal amount		$ 100	$ 5,000
Issuance Year		2019	2019
Interest Rate		8%	6%
Maturity Period		2024	2023
Exercise price		$ 2.50	$ 7
Convertible Loans Four [Member]
Debt Instrument [Line Items]
Principal amount		$ 5,000	$ 100
Issuance Year		2019	2020
Interest Rate		10%	8%
Maturity Period		2026	2023
Exercise price		$ 2.50	$ 7
Convertible Loans Five [Member]
Debt Instrument [Line Items]
Principal amount		$ 100	$ 8,000
Issuance Year		2020	2022
Interest Rate		8%	10%
Maturity Period		2024	2024
Exercise price		$ 7	$ 2.50
Convertible Loans Six [Member]
Debt Instrument [Line Items]
Principal amount		$ 5,000	$ 1,150
Issuance Year		2022	2022
Interest Rate		10%	6%
Maturity Period		2026	2023
Exercise price		$ 2.50	$ 4.50
Convertible Loans Seven [Member]
Debt Instrument [Line Items]
Principal amount	[1]	$ 1,150
Issuance Year		2022
Interest Rate		6%
Maturity Period	[1]	2023
Exercise price		$ 4.50
Convertible Loans Eight [Member]
Debt Instrument [Line Items]
Principal amount		$ 5,000
Issuance Year		2023
Interest Rate		8%
Maturity Period		2026
Exercise price		$ 2.46
Convertible Loans Nine [Member]
Debt Instrument [Line Items]
Principal amount		$ 735
Issuance Year		2023
Interest Rate		8%
Maturity Period		2024
Exercise price	[2]
Convertible Loans [Member]
Debt Instrument [Line Items]
Principal amount		$ 19,260	$ 16,600
Convertible Loans Repaid One [Member]
Debt Instrument [Line Items]
Issuance Year		2022	2019
Interest Rate		10%	8%
Exercise price		$ 2.5	$ 7
Repaid, principal amount		$ 3,000	$ 150
Maturity period		1 year	2 years 6 months
Convertible Loans Repaid Two [Member]
Debt Instrument [Line Items]
Issuance Year			2019
Interest Rate			6%
Exercise price			$ 7
Repaid, principal amount			$ 50
Maturity period			3 years
Convertible Loans Repaid Three [Member]
Debt Instrument [Line Items]
Issuance Year			2020
Interest Rate			8%
Exercise price			$ 7
Repaid, principal amount			$ 150
Maturity period			2 years 6 months
Convertible Loans Repaid Four [Member]
Debt Instrument [Line Items]
Issuance Year			2019
Repaid, principal amount			$ 1,950
Maturity period			3 years
Convertible Loans Repaid Four [Member] | Minimum [Member]
Debt Instrument [Line Items]
Interest Rate			6%
Exercise price			$ 4.5
Convertible Loans Repaid Four [Member] | Maximum [Member]
Debt Instrument [Line Items]
Interest Rate			8%
Exercise price			$ 7
[1]Was not yet paid by December 31, 2023.[2]See Koligo convertible loan agreement below.

CONVERTIBLE LOANS (Details Narr

CONVERTIBLE LOANS (Details Narrative) - USD ($)

1 Months Ended

2 Months Ended

12 Months Ended

Mar. 26, 2024

Mar. 06, 2024

Feb. 29, 2024

Sep. 29, 2023

Aug. 15, 2023

Jul. 25, 2023

Mar. 27, 2023

Jan. 12, 2023

Jan. 10, 2023

Apr. 30, 2024

Jan. 31, 2024

Nov. 30, 2023

Dec. 31, 2022

Dec. 31, 2023

Oct. 31, 2023

Apr. 12, 2022

Oct. 03, 2019

May 17, 2019

Nov. 03, 2018

Debt Instrument [Line Items]

Interest rate

8%

Common stock, par value

$ 0.0001

$ 0.0001

Proceeds from issuance of warrants

$ 2,175,000

Koligo [Member]

Debt Instrument [Line Items]

Interest rate

10%

10%

Loan amount

$ 60,000

$ 60,000

Offshore Investor [Member]

Debt Instrument [Line Items]

Conversion rate

$ 0.85

Repayment date

Jan. 01, 2024

Share price

$ 0.85

Loan amount

$ 175,000

$ 150,000

$ 150,000

Offshore Investor [Member] | Subsequent Event [Member]

Debt Instrument [Line Items]

Conversion rate

$ 0.85

Warrant excercise price

$ 0.80

Proceeds from issuance of warrants

$ 375,000

$ 840,000

Share price

$ 1.03

$ 0.85

Offshore Investor [Member] | Subsequent Event [Member] | Israeli [Member]

Debt Instrument [Line Items]

Loan amount

125,000

Offshore Investor [Member] | Subsequent Event [Member] | Koligo [Member]

Debt Instrument [Line Items]

Loan amount

$ 175,000

Investor [Member]

Debt Instrument [Line Items]

Interest rate

8%

8%

Repayment date

Jan. 01, 2024

Nov. 30, 2023

Loan amount

$ 250,000

Investor [Member] | Subsequent Event [Member]

Debt Instrument [Line Items]

Interest rate

10%

10%

10%

Conversion rate

$ 1.03

Repayment date

Jun. 26, 2024

Jun. 07, 2024

May 01, 2024

Loan amount

$ 250,000

$ 57,000

Investor [Member] | Subsequent Event [Member] | Israeli [Member]

Debt Instrument [Line Items]

Interest rate

10%

Loan amount

$ 37,500

Investor [Member] | Subsequent Event [Member] | Koligo [Member]

Debt Instrument [Line Items]

Interest rate

10%

Loan amount

$ 37,500

Lender [Member] | Koligo Therapeutics Inc [Member]

Debt Instrument [Line Items]

Principal amount extended

$ 5,000,000

Interest rate

8%

Repayment 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). As of the date of the issue of these financial statements, the Qualified Financing had not occurred

NewTech Convertible Loan Agreement [Member]

Debt Instrument [Line Items]

Principal amount extended

$ 4,000,000

Malik Loan Agreement [Member]

Debt Instrument [Line Items]

Principal amount extended

$ 1,000,000

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

Conversion rate

$ 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

$ 735,000

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

$ 1,500,000

Interest rate

10%

Repayment date

Jan. 31, 2026

Sai Convertible Loan Agreement [Member] | Lender [Member]

Debt Instrument [Line Items]

Principal amount extended

$ 25,000,000

Interest rate

10%

Conversion rate

$ 2.50

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 intial installment amount

$ 1,500,000

Subsequent installments amount

$ 23,500,000

Percentage of transaction costs

8%

Subsequent installment conversion price

$ 3.50

Qualified financing amount

$ 5,000,000

Debt instrument conversion rate

75%

Extension of Existing Loan Agreements [Member]

Debt Instrument [Line Items]

Principal amount extended

$ 12,000,000

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

$ 750,000

$ 250,000

Interest rate

2%

2%

Lukach Extension Agreement [Member]

Debt Instrument [Line Items]

Principal amount extended

$ 750,000

Nir Extension Agreement [Member]

Debt Instrument [Line Items]

Principal amount extended

$ 5,000,000

$ 5,000,000

$ 500,000

Interest rate

2%

Convertible Loan Agreement [Member]

Debt Instrument [Line Items]

Interest rate

2%

SCHEDULE OF LEASE-RELATED ASSET

SCHEDULE OF LEASE-RELATED ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Leases
Operating lease right-of-use assets	$ 351	$ 2,304
Property, plants and equipment, gross	89	222
Accumulated depreciation	(65)	(68)
Property and equipment, net	24	154
Current maturities of operating leases	216	542
Current maturities of long-term finance leases	18	60
Non-current operating leases	96	1,728
Long-term finance leases	$ 4	$ 95
Weighted Average Remaining Lease Term, Operating leases	1 year 1 month 6 days	4 years 8 months 12 days
Weighted Average Remaining Lease Term, Finance leases	1 year 2 months 12 days	2 years 4 months 24 days
Weighted Average Discount Rate, Operating leases	7.50%	8%
Weighted Average Discount Rate, Finance leases	2%	6.40%

SCHEDULE OF LEASE COSTS (Detail

SCHEDULE OF LEASE COSTS (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Leases
Operating lease cost:	$ 561	$ 546
Amortization of leased assets	46	43
Interest on lease liabilities	5	7
Total finance lease cost	$ 51	$ 50

SCHEDULE OF SUPPLEMENTAL CASHFL

SCHEDULE OF SUPPLEMENTAL CASHFLOW INFORMATION (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Leases
Cash paid for amounts included in the measurement of leases liabilities: Operating leases	$ 573	$ 559
Cash paid for amounts included in the measurement of leases liabilities: Finance leases	44	43
Right-of-use assets obtained in exchange for lease obligations: Operating leases	752	432
Right-of-use assets obtained in exchange for lease obligations: Finance leases		$ 136

SCHEDULE OF FINANCE LEASE LIABI

SCHEDULE OF FINANCE LEASE LIABILITIES AND OPERATING LEASE LIABILITIES (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Leases
Operating Leases, 2023	$ 231
Finance Lease, 2023	18
Operating Leases, 2024	99
Finance Lease, 2024	4
Operating Leases, 2025
Finance Lease, 2025
Operating Leases, 2026
Finance Lease, 2026
Operating Leases, 2027
Thereafter
Thereafter
Operating Leases, Total minimum lease payments	330
Finance Leases, Total minimum lease payments	22
Operating Leases, Less: amount of lease payments representing interest	(18)
Finance Lease, Less: amount of lease payments representing interest
Operating Leases, Present value of future minimum lease payments	312
Finance Lease, Present value of future minimum lease payments	22
Operating Leases, Less: Current leases obligations	(216)	$ (542)
Finance Lease, Less: Current leases obligations	(18)	(60)
Operating Leases, Long-term leases obligations	96	1,728
Finance Lease, Long-term leases obligations	$ 4	$ 95

SCHEDULE OF RIGHT-OF-USE ASSETS

SCHEDULE OF RIGHT-OF-USE ASSETS BY GEOGRAPHICAL LOCATION (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Operating lease right-of-use assets	$ 351	$ 2,304
GREECE
Operating lease right-of-use assets		1,368
KOREA, REPUBLIC OF
Operating lease right-of-use assets		218
ISRAEL
Operating lease right-of-use assets	292	580
UNITED STATES
Operating lease right-of-use assets	$ 59	$ 138

LEASES (Details Narrative)

LEASES (Details Narrative)	Dec. 31, 2023
Manufacturing Facility [Member]
Property, Plant and Equipment [Line Items]
Leasing contracts period	5 years
Research andDevelopment Facilities [Member]
Property, Plant and Equipment [Line Items]
Leasing contracts period	3 years
Offices [Member]
Property, Plant and Equipment [Line Items]
Leasing contracts period	5 years

COMMITMENTS AND LICENSE AGREE_2

COMMITMENTS AND LICENSE AGREEMENTS (Details Narrative)						1 Months Ended									12 Months Ended
	Apr. 02, 2019 USD ($)	Oct. 08, 2016 USD ($)	Oct. 08, 2016 EUR (€)	Sep. 09, 2015 USD ($)	Feb. 02, 2012 USD ($) shares	Dec. 31, 2020 USD ($)	Dec. 31, 2020 EUR (€)	Dec. 31, 2019	Oct. 31, 2019	Dec. 19, 2016 USD ($)	Dec. 19, 2016 EUR (€)	May 26, 2016 USD ($)	Apr. 30, 2016 USD ($)	Apr. 30, 2016 EUR (€)	Dec. 31, 2023 USD ($)	Dec. 31, 2023 EUR (€)	Dec. 31, 2022 USD ($)	Dec. 31, 2022 EUR (€)	Dec. 31, 2021 USD ($)	Dec. 31, 2021 EUR (€)	Dec. 31, 2020 USD ($)	Dec. 31, 2020 EUR (€)	Dec. 31, 2017 EUR (€)	Dec. 31, 2023 EUR (€)	Dec. 31, 2022 EUR (€)	Dec. 31, 2020 EUR (€)	Oct. 08, 2016 EUR (€)	Apr. 30, 2016 EUR (€)	Dec. 31, 2014 EUR (€)	Nov. 17, 2014 USD ($)	Nov. 17, 2014 EUR (€)
Advance payments on account of grant															$ 2,180,000		$ 1,578,000
Recognized grant income																	34,741,000
Research and development expenses															$ 10,623,000		$ 21,933,000
Repayments of grant, percentage of gross sales															5%	5%
Restricted cash															$ 184,000
HMGU [Member]
Royalty of net sales percentage																			4%	4%
Royalty percentage on service revenue																			5%	5%
Savicell Agreement [Member]
Royalty of net sales percentage																			10%	10%
Stromatis Agreement [Member]
Revenue share percentage																			5%	5%
Cost of services, other research and development expenses																			$ 500,000
Royalty of net sales | €																				€ 200,000
Maximum [Member] | HMGU [Member]
Royalty percentage on sublease revenue																			18%	18%
Maximum [Member] | Stromatis Agreement [Member]
Royalty of net sales percentage																			12%	12%
Invested amount for development																			$ 1,200,000
Maximum [Member] | Tissue Genesis, LLC [Member]
Future milestone payments															500,000
Royalty expense															4,000,000
Maximum [Member] | Caerus Therapeutics Inc [Member]
Royalty of net sales percentage									5%
Sublicensing fees percentage									18%
Minimum [Member] | HMGU [Member]
Royalty of net sales percentage																			3%	3%
Royalty percentage on sublease revenue																			10%	10%
Grant [Member]
Recognized grant income															259,000
Europe [Member]
Grants receivable | €																							€ 1,800,000
Industrial Research Part of Research Program [Member]
Grants receivable, percentage of budgeted costs																														70%	70%
Experimental Development Part of Research Program [Member]
Grants receivable, percentage of budgeted costs																														60%	60%
Development of Potential Cure for Type One Diabetes [Member]
Grants receivable													$ 1,500,000															€ 1,300,000
Research On Dermatitis Treatments And Wound Healing [Member]
Research and development expenses															1,047	€ 965,000
Department DeLaGestion Financiere Direction DeLanalyse Financiere [Member] | Europe [Member]
Advance payments on account of grant | €																													€ 1,209,000
Department DeLaGestion Financiere Direction DeLanalyse Financiere [Member] | Research and Development of Potential Cure for Type One Diabetes [Member]
Grants receivable																														$ 2,400,000	€ 2,000,000
Department DeLaGestion Financiere Direction DeLanalyse Financiere [Member] | Research and Development of Potential Cure for Type One Diabetes [Member] | Revenue from Grants [Member]
Recognized grant income | €																							€ 1,200,000
Department DeLaGestion Financiere Direction DeLanalyse Financiere [Member] | Industrial Research Part of Research Program [Member]
Grants receivable, noncurrent | €																															1,085,000
Department DeLaGestion Financiere Direction DeLanalyse Financiere [Member] | Experimental Development Part of Research Program [Member] | Europe [Member]
Grants receivable | €																															€ 930,000
Department DeLaGestion Financiere Direction DeLanalyse Financiere [Member] | Development of Potential Cure for Type One Diabetes [Member]
Grants receivable, percentage of budgeted costs		55%											55%														55%	55%
Recognized grant income		$ 7,000,000	€ 6,800,000
Deduction of research and development expenses															537,000	€ 438,000
Department DeLaGestion Financiere Direction DeLanalyse Financiere [Member] | Development of Potential Cure for Type One Diabetes [Member] | Revenue from Grants [Member]
Recognized grant income													$ 800,000	€ 717,000
Department DeLaGestion Financiere Direction DeLanalyse Financiere [Member] | Development of Potential Cure for Type One Diabetes [Member] | Revenue from Grants [Member] | Belgian Subsidiary [Member]
Recognized grant income													$ 537,000	€ 438,000
Department DeLaGestion Financiere Direction DeLanalyse Financiere [Member] | Gmp Production of Aip Cells for Two Clinical Trials Performed in Germany And Belgium [Member]
Grants receivable		$ 12,800,000																									€ 12,300,000
Recognized grant income										$ 2,000,000	€ 1,700,000
Department DeLaGestion Financiere Direction DeLanalyse Financiere [Member] | Research On Dermatitis Treatments And Wound Healing [Member]
Grants receivable						$ 3,500,000															$ 3,500,000
Grants receivable, percentage of budgeted costs						60%															60%					60%
Recognized grant income						$ 2,100,000													$ 445,000		$ 366,000
Department DeLaGestion Financiere Direction DeLanalyse Financiere [Member] | Research On Dermatitis Treatments And Wound Healing [Member] | Europe [Member]
Grants receivable | €																										€ 2,900,000
Recognized grant income | €							€ 1,700,000													€ 392,000		€ 301,000
Israelus Binational Industrial Research And Development Foundation [Member]
Grants receivable, noncurrent				$ 400,000
Recognized grant income				$ 299,000
Repayments of grant, percentage of gross sales				5%
Korea israel Industrial Research And Development Foundation [Member]
Grants receivable, noncurrent												$ 400,000
Recognized grant income															597,000
Repayments of grant, percentage of gross sales												2.50%
OBI [Member]
Grants receivable, noncurrent															425,000
European Innovation Council And SMEs Executive Agency [Member]
Grants receivable | €																									€ 3,999,000
European Innovation Council And SMEs Executive Agency [Member] | Grant Funding Agreement [Member]
Working capital | €																									1,920,000
European Innovation Council And SMEs Executive Agency [Member] | Maximum [Member] | Grant Funding Agreement [Member]
Recognized grant income | €																		€ 1,179,000
European Innovation Council And SMEs Executive Agency [Member] | Subsidiaries [Member] | Grant Funding Agreement [Member]
Working capital | €																									582,000
European Innovation Council And SMEs Executive Agency [Member] | Grants From Other [Member] | Grant Funding Agreement [Member]
Working capital | €																									€ 1,338,000
Walloon Region ATMPPIT [Member] | Exofasttrack Project [Member]
Grants receivable															$ 801,000,000									€ 738,000,000
TelHashomer Medical Research Infrastructure and Services Ltd Thm [Member]
Royalty of net sales percentage					3.50%
Sublicensing fees percentage					16%
Annual license fee					$ 15,000
Commitment, shares of common stock | shares					463,651
Commitment, shares of common stock of Israeli subsidiary | shares					1,000
TelHashomer Medical Research Infrastructure and Services Ltd Thm [Member] | PhaseI Clinical Trials [Member]
Milestone payments					$ 50,000
TelHashomer Medical Research Infrastructure and Services Ltd Thm [Member] | PhaseII Clinical Trials [Member]
Milestone payments					50,000
TelHashomer Medical Research Infrastructure and Services Ltd Thm [Member] | Phase III Clinical Trials [Member]
Milestone payments					150,000
TelHashomer Medical Research Infrastructure and Services Ltd Thm [Member] | First Product By The FDA [Member]
Milestone payments					750,000
TelHashomer Medical Research Infrastructure and Services Ltd Thm [Member] | Worldwide Net Sales Of Products [Member]
Milestone payments					2,000,000
TelHashomer Medical Research Infrastructure and Services Ltd Thm [Member] | Sales Milestone [Member]
Milestone payments					$ 150,000,000
Columbia License Agreement [Member]
Royalty of net sales percentage	5%
Royalty of net sales of other product percentage	2.50%
Payment of fee upon the achievement of each regulatory milestone	$ 100,000
California University Joint Research Agreement [Member] | Maximum [Member]
Royalty of net sales percentage								5%
Sublicensing fees percentage								20%

COLLABORATIONS (Details Narrati

COLLABORATIONS (Details Narrative) - USD ($) $ in Thousands		1 Months Ended	12 Months Ended
	Jul. 25, 2023	Nov. 30, 2021	Dec. 31, 2023	Dec. 31, 2022
Loss Contingencies [Line Items]
Equity interest valuation			$ 0
Sub-license fee			$ 215
Interest rate			8%
SubLicense Agreements [Member]
Loss Contingencies [Line Items]
Equity interest valuation	$ 8,000
SubLicense Agreements [Member] | Maximum [Member]
Loss Contingencies [Line Items]
Equity interest valuation	8,000
Mircod LLC [Member]
Loss Contingencies [Line Items]
Payments for termination of joint venture	$ 1,000		$ 300
Deep Med IO Ltd [Member] | Joint Venture Agreement [Member]
Loss Contingencies [Line Items]
Interest rate		6%
Loan repayable term		5 years
Joint venture transferred amount				$ 1,900

SCHEDULE OF BASIC AND DILUTED L

SCHEDULE OF BASIC AND DILUTED LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Earnings Per Share [Abstract]
Net loss attributable to Orgenesis Inc	$ 55,361	$ 14,889
Weighted average number of common shares outstanding - basic	29,007,869	25,096,284
Weighted average number of common shares outstanding - diluted	29,007,869	25,096,284
Net loss per share - basic	$ 1.91	$ 0.59
Net loss per share - diluted	$ 1.91	$ 0.59

LOSS PER SHARE (Details Narrati

LOSS PER SHARE (Details Narrative) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Options RSUs and Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share amount	7,904,416
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	7,157,753	3,097,691
Options and Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share amount		6,753,539

SCHEDULE OF EMPLOYEE STOCK OWNE

SCHEDULE OF EMPLOYEE STOCK OWNERSHIP PLAN DISCLOSURES (Details) - Options Granted To Employees [Member] - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
No. of options granted	402,650	524,900
Exercise price	$ 0.64	$ 1.98
Employees [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
No. of options granted	318,000	440,250
Stock options vesting period description	four years	two years
Fair value at grant	$ 148	$ 559
Expiration period	10 years	10 years
Employees [Member] | Minimum [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise price	$ 0.45	$ 2
Employees [Member] | Maximum [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise price	$ 1.36	$ 2.01
Director [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
No. of options granted	84,650	84,650
Exercise price	$ 0.45	$ 1.86
Stock options vesting period description	On the one-year anniversary	On the one-year anniversary
Fair value at grant	$ 26	$ 100
Expiration period	10 years	10 years

SCHEDULE OF STOCK OPTIONS, VALU

SCHEDULE OF STOCK OPTIONS, VALUATION ASSUMPTIONS (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Options Granted To Employees [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Dividend yield	0%	0%
Options Granted To Non Employees [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Value of one common share	$ 1.36	$ 2
Dividend yield	0%	0%
Expected stock price volatility	80%	84%
Risk free interest rate	4.07%
Expected term (years)	10 years	10 years
Minimum [Member] | Options Granted To Employees [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Value of one common share	$ 0.45	$ 1.86
Expected stock price volatility	70%	70%
Risk free interest rate	3.90%	3.61%
Expected term (years)	5 years 6 months	5 years 6 months
Minimum [Member] | Options Granted To Non Employees [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Risk free interest rate		3.60%
Maximum [Member] | Options Granted To Employees [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Value of one common share	$ 1.36	$ 2.01
Expected stock price volatility	80%	71%
Risk free interest rate	4.28%	3.85%
Expected term (years)	6 years 21 days	5 years 6 months 21 days
Maximum [Member] | Options Granted To Non Employees [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Risk free interest rate		3.61%

SCHEDULE OF STOCK OPTIONS ACTIV

SCHEDULE OF STOCK OPTIONS ACTIVITY (Details) - $ / shares		12 Months Ended
		Dec. 31, 2023	Dec. 31, 2022
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Weighted Average Exercise Price - Options exercisable at end of the year			$ 0.012
Options Granted To Employees [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Number of Options - Options outstanding at the beginning of the year		3,035,465	3,210,005
Weighted Average Exercise Price - Options outstanding at the beginning of the year		$ 4.17	$ 4.05
Number of Options - Granted		402,650	524,900
Weighted Average Exercise Price - Granted		$ 0.64	$ 1.98
Number of Options - Exercised	[1]		(510,017)
Weighted Average Exercise Price - Exercised	[1]		$ 0.01
Number of Options - Expired		(178,837)	(125,426)
Weighted Average Exercise Price - Expired		$ 4.92	$ 8.8
Number of Options - Forfeited		(231,809)	(63,997)
Weighted Average Exercise Price - Forfeited		$ 1.04	$ 4.13
Number of Options - Options outstanding at the end of the year		3,027,469	3,035,465
Weighted Average Exercise Price - Options outstanding at the end of the yea		$ 3.89	$ 4.17
Number of Options - Options exercisable at end of the year		2,740,382	2,565,919
Weighted Average Exercise Price - Options exercisable at end of the year		$ 4.18	$ 4.51
Options Granted To Non Employees [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Number of Options - Options outstanding at the beginning of the year		517,175	547,691
Weighted Average Exercise Price - Options outstanding at the beginning of the year		$ 4.88	$ 5.89
Number of Options - Granted		8,335	28,335
Weighted Average Exercise Price - Granted		$ 1.36	$ 2
Number of Options - Expired		(23,334)	(58,851)
Weighted Average Exercise Price - Expired		$ 6.04	$ 12.85
Number of Options - Forfeited		(235,109)
Weighted Average Exercise Price - Forfeited		$ 4.42
Number of Options - Options outstanding at the end of the year		267,067	517,175
Weighted Average Exercise Price - Options outstanding at the end of the yea		$ 5.07	$ 4.88
Number of Options - Options exercisable at end of the year		206,062	453,005
Weighted Average Exercise Price - Options exercisable at end of the year		$ 5.71	$ 5.11
[1]During the year ended December 31, 2022, the Company received $ 6 510,017 0.012

SCHEDULE OF STOCK OPTIONS ACT_2

SCHEDULE OF STOCK OPTIONS ACTIVITY (Details) (Parenthetical) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) $ / shares shares
Share-Based Payment Arrangement [Abstract]
Share-based payment arrangement, after forfeiture | $	$ 6
Grants in period | shares	510,017
Weighted average exercise price | $ / shares	$ 0.012

SCHEDULE OF STOCK OPTIONS EXERC

SCHEDULE OF STOCK OPTIONS EXERCISABLE (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Restricted Stock Units (RSUs) [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Number of Outstanding Options	142,000
Weighted Average Remaining Contractual Life	9 years 11 months 26 days
Aggregate Intrinsic Value	$ 71
Number of Exercisable Options
Aggregate Exercisable Options Value
Options Granted To Employees [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 3.89	$ 4.17	$ 4.05
Number of Outstanding Options	3,027,469	3,035,465	3,210,005
Weighted Average Remaining Contractual Life	5 years 2 months 23 days
Aggregate Intrinsic Value	$ 122
Number of Exercisable Options	2,740,382	2,565,919
Aggregate Exercisable Options Value	$ 11,462
Options Granted To Employees [Member] | Exercise Price One [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 0.0012
Number of Outstanding Options	230,189,000
Weighted Average Remaining Contractual Life	7 months 20 days
Aggregate Intrinsic Value	$ 115
Number of Exercisable Options	230,189,000
Aggregate Exercisable Options Value
Options Granted To Employees [Member] | Exercise Price Two [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 0.45
Number of Outstanding Options	149,150,000
Weighted Average Remaining Contractual Life	9 years 11 months 19 days
Aggregate Intrinsic Value	$ 7
Number of Exercisable Options
Aggregate Exercisable Options Value
Options Granted To Employees [Member] | Exercise Price Three [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 1.86
Number of Outstanding Options	84,650,000
Weighted Average Remaining Contractual Life	8 years 11 months 26 days
Aggregate Intrinsic Value
Number of Exercisable Options	84,650,000
Aggregate Exercisable Options Value	$ 157
Options Granted To Employees [Member] | Exercise Price Four [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 2.89
Number of Outstanding Options	84,650,000
Weighted Average Remaining Contractual Life	7 years 11 months 15 days
Aggregate Intrinsic Value
Number of Exercisable Options	84,650,000
Aggregate Exercisable Options Value	$ 245
Options Granted To Employees [Member] | Exercise Price Five [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 2
Number of Outstanding Options	321,878,000
Weighted Average Remaining Contractual Life	7 years 8 months 1 day
Aggregate Intrinsic Value
Number of Exercisable Options	249,566,000
Aggregate Exercisable Options Value	$ 499
Options Granted To Employees [Member] | Exercise Price Six [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 2.01
Number of Outstanding Options	71,563,000
Weighted Average Remaining Contractual Life	8 years 3 months 14 days
Aggregate Intrinsic Value
Number of Exercisable Options	38,563,000
Aggregate Exercisable Options Value	$ 78
Options Granted To Employees [Member] | Exercise Price Seven [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 2.96
Number of Outstanding Options	47,250,000
Weighted Average Remaining Contractual Life	5 years 10 days
Aggregate Intrinsic Value
Number of Exercisable Options	47,250,000
Aggregate Exercisable Options Value	$ 140
Options Granted To Employees [Member] | Exercise Price Eight [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 2.99
Number of Outstanding Options	401,950,000
Weighted Average Remaining Contractual Life	5 years 8 months 8 days
Aggregate Intrinsic Value
Number of Exercisable Options	401,950,000
Aggregate Exercisable Options Value	$ 1,202
Options Granted To Employees [Member] | Exercise Price Nine [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 3.14
Number of Outstanding Options	2,500,000
Weighted Average Remaining Contractual Life	5 years 10 months 28 days
Aggregate Intrinsic Value
Number of Exercisable Options	2,500,000
Aggregate Exercisable Options Value	$ 8
Options Granted To Employees [Member] | Exercise Price Ten [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 4.5
Number of Outstanding Options	22,500,000
Weighted Average Remaining Contractual Life	4 years 10 months 9 days
Aggregate Intrinsic Value
Number of Exercisable Options	22,500,000
Aggregate Exercisable Options Value	$ 101
Options Granted To Employees [Member] | Exercise Price Eleven [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 4.6
Number of Outstanding Options	140,800,000
Weighted Average Remaining Contractual Life	6 years 11 months 15 days
Aggregate Intrinsic Value
Number of Exercisable Options	140,800,000
Aggregate Exercisable Options Value	$ 648
Options Granted To Employees [Member] | Exercise Price Twelve [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 4.7
Number of Outstanding Options	6,250,000
Weighted Average Remaining Contractual Life	6 years 10 days
Aggregate Intrinsic Value
Number of Exercisable Options	6,250,000
Aggregate Exercisable Options Value	$ 29
Options Granted To Employees [Member] | Exercise Price Thirteen [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 4.8
Number of Outstanding Options	483,337,000
Weighted Average Remaining Contractual Life	2 years 11 months 8 days
Aggregate Intrinsic Value
Number of Exercisable Options	483,337,000
Aggregate Exercisable Options Value	$ 2,320
Options Granted To Employees [Member] | Exercise Price Fourteen [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 5.02
Number of Outstanding Options	42,625,000
Weighted Average Remaining Contractual Life	4 years 7 months 6 days
Aggregate Intrinsic Value
Number of Exercisable Options	42,625,000
Aggregate Exercisable Options Value	$ 214
Options Granted To Employees [Member] | Exercise Price Fifteen [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 5.07
Number of Outstanding Options	49,500,000
Weighted Average Remaining Contractual Life	5 years 2 months 8 days
Aggregate Intrinsic Value
Number of Exercisable Options	49,500,000
Aggregate Exercisable Options Value	$ 251
Options Granted To Employees [Member] | Exercise Price Sixteen [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 5.1
Number of Outstanding Options	32,500,000
Weighted Average Remaining Contractual Life	4 years 6 months 3 days
Aggregate Intrinsic Value
Number of Exercisable Options	32,500,000
Aggregate Exercisable Options Value	$ 166
Options Granted To Employees [Member] | Exercise Price Seventeen [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 5.12
Number of Outstanding Options	97,375,000
Weighted Average Remaining Contractual Life	6 years 4 months 24 days
Aggregate Intrinsic Value
Number of Exercisable Options	97,375,000
Aggregate Exercisable Options Value	$ 499
Options Granted To Employees [Member] | Exercise Price Eighteen [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 5.99
Number of Outstanding Options	312,050,000
Weighted Average Remaining Contractual Life	4 years 5 months 19 days
Aggregate Intrinsic Value
Number of Exercisable Options	312,050,000
Aggregate Exercisable Options Value	$ 1,868
Options Granted To Employees [Member] | Exercise Price Nineteen [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 6
Number of Outstanding Options	16,667,000
Weighted Average Remaining Contractual Life	7 months 2 days
Aggregate Intrinsic Value
Number of Exercisable Options	16,667,000
Aggregate Exercisable Options Value	$ 100
Options Granted To Employees [Member] | Exercise Price Twenty [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 6.84
Number of Outstanding Options	12,000,000
Weighted Average Remaining Contractual Life	6 years 4 months 17 days
Aggregate Intrinsic Value
Number of Exercisable Options	12,000
Aggregate Exercisable Options Value	$ 82
Options Granted To Employees [Member] | Exercise Price Twenty One [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 7.2
Number of Outstanding Options	83,334,000
Weighted Average Remaining Contractual Life	3 years 5 months 4 days
Aggregate Intrinsic Value
Number of Exercisable Options	83,334,000
Aggregate Exercisable Options Value	$ 600
Options Granted To Employees [Member] | Exercise Price Twenty Two [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 8.36
Number of Outstanding Options	250,001,000
Weighted Average Remaining Contractual Life	4 years 6 months
Aggregate Intrinsic Value
Number of Exercisable Options	250,001,000
Aggregate Exercisable Options Value	$ 2,090
Options Granted To Employees [Member] | Exercise Price Twenty Three [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 8.91
Number of Outstanding Options	15,000,000
Weighted Average Remaining Contractual Life	4 years 5 months 15 days
Aggregate Intrinsic Value
Number of Exercisable Options	15,000,000
Aggregate Exercisable Options Value	$ 134
Options Granted To Non Employees [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 5.07	$ 4.88	$ 5.89
Number of Outstanding Options	267,067	517,175	547,691
Weighted Average Remaining Contractual Life	6 years 10 days
Aggregate Intrinsic Value
Number of Exercisable Options	206,062	453,005
Aggregate Exercisable Options Value	$ 1,176
Options Granted To Non Employees [Member] | Exercise Price One [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 2
Number of Outstanding Options	28,335
Weighted Average Remaining Contractual Life	8 years 5 months 15 days
Aggregate Intrinsic Value
Number of Exercisable Options
Aggregate Exercisable Options Value
Options Granted To Non Employees [Member] | Exercise Price Two [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 2.96
Number of Outstanding Options	7,500
Weighted Average Remaining Contractual Life	7 years 11 months 15 days
Aggregate Intrinsic Value
Number of Exercisable Options	7,500
Aggregate Exercisable Options Value	$ 22
Options Granted To Non Employees [Member] | Exercise Price Three [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 2.99
Number of Outstanding Options	20,000
Weighted Average Remaining Contractual Life	6 years 2 months 19 days
Aggregate Intrinsic Value
Number of Exercisable Options	20,000
Aggregate Exercisable Options Value	$ 60
Options Granted To Non Employees [Member] | Exercise Price Four [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 4.09
Number of Outstanding Options	25,000
Weighted Average Remaining Contractual Life	5 years 9 months 3 days
Aggregate Intrinsic Value
Number of Exercisable Options	25,000
Aggregate Exercisable Options Value	$ 102
Options Granted To Non Employees [Member] | Exercise Price Five [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 4.42
Number of Outstanding Options	5,125
Weighted Average Remaining Contractual Life	3 years 11 months 4 days
Aggregate Intrinsic Value
Number of Exercisable Options	5,125
Aggregate Exercisable Options Value	$ 23
Options Granted To Non Employees [Member] | Exercise Price Six [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 4.5
Number of Outstanding Options	13,335
Weighted Average Remaining Contractual Life	5 years 6 months 10 days
Aggregate Intrinsic Value
Number of Exercisable Options	5,000
Aggregate Exercisable Options Value	$ 23
Options Granted To Non Employees [Member] | Exercise Price Seven [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 4.6
Number of Outstanding Options	20,000
Weighted Average Remaining Contractual Life	6 years 11 months 15 days
Aggregate Intrinsic Value
Number of Exercisable Options	4,000
Aggregate Exercisable Options Value	$ 18
Options Granted To Non Employees [Member] | Exercise Price Eight [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 4.8
Number of Outstanding Options	8,334
Weighted Average Remaining Contractual Life	2 years 11 months 8 days
Aggregate Intrinsic Value
Number of Exercisable Options	8,334
Aggregate Exercisable Options Value	$ 40
Options Granted To Non Employees [Member] | Exercise Price Nine [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 5.07
Number of Outstanding Options	5,000
Weighted Average Remaining Contractual Life	5 years 2 months 8 days
Aggregate Intrinsic Value
Number of Exercisable Options	5,000
Aggregate Exercisable Options Value	$ 25
Options Granted To Non Employees [Member] | Exercise Price Ten [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 5.3
Number of Outstanding Options	15,000
Weighted Average Remaining Contractual Life	4 years 8 months 12 days
Number of Exercisable Options	15,000
Aggregate Exercisable Options Value	$ 80
Options Granted To Non Employees [Member] | Exercise Price Eleven [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 5.99
Number of Outstanding Options	16,670
Weighted Average Remaining Contractual Life	4 years 9 months 21 days
Aggregate Intrinsic Value
Number of Exercisable Options	16,670
Aggregate Exercisable Options Value	$ 100
Options Granted To Non Employees [Member] | Exercise Price Twelve [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 6.84
Number of Outstanding Options	7,500
Weighted Average Remaining Contractual Life	6 years 4 months 17 days
Aggregate Intrinsic Value
Number of Exercisable Options	7,500
Aggregate Exercisable Options Value	$ 51
Options Granted To Non Employees [Member] | Exercise Price Thirteen [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 7
Number of Outstanding Options	70,000
Weighted Average Remaining Contractual Life	5 years 9 months 29 days
Aggregate Intrinsic Value
Number of Exercisable Options	70,000
Aggregate Exercisable Options Value	$ 490
Options Granted To Non Employees [Member] | Exercise Price Fourteen [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 8.34
Number of Outstanding Options	8,600
Weighted Average Remaining Contractual Life	4 years 6 months 7 days
Aggregate Intrinsic Value
Number of Exercisable Options	8,600
Aggregate Exercisable Options Value	$ 72
Options Granted To Non Employees [Member] | Exercise Price Fifteen [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise Price	$ 8.43
Number of Outstanding Options	8,333
Weighted Average Remaining Contractual Life	4 years 18 days
Aggregate Intrinsic Value
Number of Exercisable Options	8,333
Aggregate Exercisable Options Value	$ 70

SCHEDULE OF STOCK OPTIONS GRANT

SCHEDULE OF STOCK OPTIONS GRANTED TO CONSULTANTS (Details) - Options Granted To Non Employees [Member] - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Number of options granted	8,335	28,335
Exercise price	$ 1.36	$ 2
Vesting peirod description	P5Y	P2Y
Fair value at grant	$ 9	$ 48
Expiration period	10 years	10 years

SCHEDULE OF STOCK OPTIONS GRA_2

SCHEDULE OF STOCK OPTIONS GRANTED TO EMPLOYEES (Details) - Restricted Stock Units (RSUs) [Member] $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($) shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of options granted | shares	142,000
Vesting period description	P2Y
Fair value at grant | $	$ 50

SCHEDULE OF STOCK OPTIONS ACT_3

SCHEDULE OF STOCK OPTIONS ACTIVITY GRANTED TO EMPLOYEES (Details) - Restricted Stock Units (RSUs) [Member]	12 Months Ended
	Dec. 31, 2023 shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of RSUs - Options outstanding at the beginning of the year
Number of RSUs - Granted	142,000
Number of RSUs - Expired
Number of RSUs - Forfeited
Number of RSUs - Options outstanding at the end of the year	142,000

STOCK-BASED COMPENSATION (Detai

STOCK-BASED COMPENSATION (Details Narrative) - USD ($) $ in Thousands		12 Months Ended
	May 23, 2012	Dec. 31, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation		$ 463	$ 982
RSUs unrecognized compensation costs		$ 50
RSUs, to be recorded term		2 years 3 months 3 days
Masthercell Global [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized compensation costs		$ 206
Expiration period		3 years 9 months
Options Granted to Employees and Directors [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation		$ 485	917
Options Granted To Non Employees [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term		6 years 10 days
Stock-based compensation		$ 63	$ 64
Unrecognized compensation costs		$ 61
Expiration period		2 years 10 days
2017 Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized		3,000,000
Stock options available for grants		301,991
2017 Equity Incentive Plan [Member] | Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term		10 years
Global Share Incentive Plan 2012 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized	1,000,000
Stock options available for grants		191,142
Global Share Incentive Plan 2012 [Member] | Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term	10 years

SCHEDULE OF DEFERRED TAX ASSETS

SCHEDULE OF DEFERRED TAX ASSETS (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Net operating loss carry forwards	$ 12,331	$ 10,387
Research and development expenses	3,932	1,893
Equity compensation	1,563	1,616
Employee benefits	70	191
Property, plants and equipment	(26)	(55)
Leases asset	66	191
Lease liability	(67)	(132)
Loans		50
Partnership Investment	8,627	2,582
Intangible assets	(1,629)	(2,252)
Bad debt allowance	575
Other	1,088	385
Deferred tax assets gross	26,530	14,856
Valuation allowance	(26,530)	(14,753)	$ (12,805)
Net deferred tax liabilities		$ 103

SCHEDULE OF VALUATION ALLOWANCE

SCHEDULE OF VALUATION ALLOWANCE ACTIVITY (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Balance at the beginning of year	$ (14,753)	$ (12,805)
Deconsolidation of Octomera	1,252
Change during the year	(13,029)	(1,948)
Balance at end of year	$ (26,530)	$ (14,753)

TAXES (Details Narrative)

TAXES (Details Narrative) € in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2023 EUR (€)
Operating loss carryforwards	$ 36	$ 22
UNITED STATES
Corporate tax rate	21%
ISRAEL
Corporate tax rate	23%	23%
Operating loss carryforwards	$ 10	$ 10
BELGIUM
Corporate tax rate	25%	25%
Operating loss carryforwards	$ 8	$ 7
BELGIUM | Europe [Member]
Operating loss carryforwards | €			€ 7
Accumulated tax loss carryforward deductions | €			€ 1

SCHEDULE OF DISAGGREGATION OF R

SCHEDULE OF DISAGGREGATION OF REVENUE (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Disaggregation of Revenue [Line Items]
Total	$ 530	$ 36,025
POC Development Services [Member]
Disaggregation of Revenue [Line Items]
Total		14,894
Cell Process Development Services And Hospital Services [Member]
Disaggregation of Revenue [Line Items]
Total	515	11,212
POC Cell Processing [Member]
Disaggregation of Revenue [Line Items]
Total		9,919
License Fees [Member]
Disaggregation of Revenue [Line Items]
Total	$ 15

SCHEDULE OF BREAKDOWN OF REVENU

SCHEDULE OF BREAKDOWN OF REVENUES PER CUSTOMER (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Disaggregation of Revenue [Line Items]
Total revenues	$ 530	$ 36,025
Customer A [Member] | UNITED STATES
Disaggregation of Revenue [Line Items]
Total revenues	280
Customer B [Member] | UNITED STATES
Disaggregation of Revenue [Line Items]
Total revenues	90
Customer C [Member] | UNITED STATES
Disaggregation of Revenue [Line Items]
Total revenues	130
Customer D [Member] | GREECE
Disaggregation of Revenue [Line Items]
Total revenues		8,936
Customer E [Member] | UNITED STATES
Disaggregation of Revenue [Line Items]
Total revenues		8,316
Customer F [Member] | UNITED ARAB EMIRATES
Disaggregation of Revenue [Line Items]
Total revenues		5,271
Customer G [Member] | KOREA, REPUBLIC OF
Disaggregation of Revenue [Line Items]
Total revenues		$ 3,873

SCHEDULE OF ACTIVITY FOR TRADE

SCHEDULE OF ACTIVITY FOR TRADE RECEIVABLES (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Defined Benefit Plan Disclosure [Line Items]
Balance as of beginning of period	$ 36,183	$ 15,245
Deconsolidation of Octomera	(5,985)
Business combination TLABS		(1,339)
Additions	560	35,103
Collections	(6,230)	(12,728)
Allowances for credit losses	(24,388)
Exchange rate differences	(52)	(98)
Balance as of end of period	88	36,183
Related Party [Member]
Defined Benefit Plan Disclosure [Line Items]
Balance as of beginning of period		1,972
Additions		1,284
Collections		(1,070)
Ceased to be a related party		(2,186)
Balance as of end of period

SCHEDULE OF ACTIVITY FOR CONTRA

SCHEDULE OF ACTIVITY FOR CONTRACT LIABILITIES (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Revenue from Contract with Customer [Abstract]
Balance as of beginning of period	$ 70	$ 59
Deconsolidation of Octomera	(106)
Additions	236	11
Balance as of end of period	$ 200	$ 70

SCHEDULE OF RESEARCH AND DEVELO

SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSES (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Depreciation expenses	$ 839	$ 1,067
Total	10,623	21,933
Research and Development Expense [Member]
Salaries and related expenses	4,800	11,206
Stock-based compensation	210	616
Subcontracting, professional and consulting services	3,662	5,655
Lab expenses	377	2,685
Depreciation expenses	312	1,017
Other research and development expenses	1,542	6,010
Less – grant	(280)	(123)
Total	$ 10,623	$ 27,066

SCHEDULE OF FINANCIAL EXPENSES

SCHEDULE OF FINANCIAL EXPENSES (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Interest expense on convertible loans	$ 2,167	$ 1,824
Foreign exchange loss, net	325	145
Other expense	7	2
Total	$ 2,499	$ 1,971

SCHEDULE OF RELATED PARTY TRANS

SCHEDULE OF RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Related Party Transaction [Line Items]
Stock Based Compensation	$ 463	$ 982
Total revenue		34,741
Continuing Operations [Member]
Related Party Transaction [Line Items]
Total revenue		1,284
Financial income		126
Continuing Operations [Member] | Executive Officer [Member]
Related Party Transaction [Line Items]
Stock Based Compensation	78	111
Compensation	690	669
Continuing Operations [Member] | Board Members [Member]
Related Party Transaction [Line Items]
Stock Based Compensation	99	152
Management and consulting fees	$ 380	$ 380

SCHEDULE OF RELATED PARTIES PRE

SCHEDULE OF RELATED PARTIES PRESENTED IN CONSOLIDATED BALANCE SHEETS (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Executive Officer [Member]
Related Party Transaction [Line Items]
Related parties payables	$ 150	$ 80
Nonexecutive Directors [Member]
Related Party Transaction [Line Items]
Related parties payables	$ 938	$ 558

LEGAL PROCEEDINGS (Details Narr

LEGAL PROCEEDINGS (Details Narrative) $ / shares in Units, ₪ in Thousands					12 Months Ended
	Nov. 01, 2023 ILS (₪)	Oct. 26, 2023 USD ($)	Jan. 18, 2022 ILS (₪)	Mar. 31, 2018 USD ($)	Dec. 31, 2023	Nov. 01, 2023 USD ($) $ / shares shares	Nov. 01, 2023 ILS (₪) shares	Sep. 06, 2023 USD ($)	Apr. 30, 2018 shares
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
Royalty guarantee commitments amount								$ 896,000
Plaintiffs request damages amount | ₪	₪ 40,140
Debt instrument, interest rate, stated percentage					8%
Issuance of shares | shares						11,869,600	11,869,600
Common Stock [Member]
Principal amount of the loan and accrued interest				$ 383,000
Issuance of shares | shares									107,985
Unsecured Convertible Note Agreements [Member]
Unsecured convertible debt						$ 280,000	₪ 1,000
Debt instrument, interest rate, stated percentage						2%	2%
Consultation Agreement [Member]
Warrants awarded | shares						800,000	800,000
Warrants exercise price | $ / shares						$ 0.52
Mr Amir Hasidim [Member]
Unsecured convertible debt		$ 5,000
Southern Israel Bridging Fund Two LP [Member] | Mr Amir Hasidim [Member]
Plaintiffs request damages amount		$ 1,150
Litigation settlement interest percentage		6%

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)						1 Months Ended
	Apr. 05, 2024	Mar. 07, 2024	Mar. 03, 2024	Feb. 27, 2024	Feb. 23, 2023	Apr. 16, 2024	Mar. 31, 2022	Dec. 31, 2023	Nov. 08, 2023	Dec. 31, 2022
Subsequent Event [Line Items]
Common stock, par value								$ 0.0001		$ 0.0001
Warrant [Member]
Subsequent Event [Line Items]
Warrants expire year			5 years
Securities Purchase Agreement [Member]
Subsequent Event [Line Items]
Common stock shares issued and sell					1,947,368
Sale of stock, price per share							$ 3
Purchase of warrants					973,684				1,410,256
Exercise price of warrants					$ 1.90		$ 4.50		$ 0.78
Proceeds from private placement offering					$ 3,700,000		$ 2,175,000
Securities Purchase Agreement [Member] | Warrant [Member]
Subsequent Event [Line Items]
Purchase of warrants							146,959
Subsequent Event [Member] | Securities Purchase Agreement [Member]
Subsequent Event [Line Items]
Proceeds from private placement offering			$ 2,300,000
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Warrant [Member]
Subsequent Event [Line Items]
Purchase of warrants			2,272,719
Exercise price of warrants			$ 1.50
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Warrant One [Member]
Subsequent Event [Line Items]
Purchase of warrants			2,272,719
Exercise price of warrants			$ 2
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Private Placement [Member]
Subsequent Event [Line Items]
Common stock shares issued and sell			2,272,719
Common stock, par value			$ 0.0001
Sale of stock, price per share			$ 1.03
Subsequent Event [Member] | Asset Purchase Agreement [Member]
Subsequent Event [Line Items]
Aggregate purchase price	$ 8,340,000
Proceeds from acquire productive assets				$ 750,000		$ 5,538,000
Subsequent Event [Member] | Strategic Advisor Agreement [Member]
Subsequent Event [Line Items]
Professional Fees		$ 75,000
Stock Issued During Period, Shares, Issued for Services		500,000
Subsequent Event [Member] | Strategic Advisor Agreement [Member] | Common Stock [Member]
Subsequent Event [Line Items]
Purchase of warrants		500,000
Exercise price of warrants		$ 1.03