Orgenesis (ORGS) 10-Q 8 Aug 24 2024 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Jun. 30, 2024	Aug. 08, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2024
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-38416
Entity Registrant Name	ORGENESIS INC.
Entity Central Index Key	0001460602
Entity Tax Identification Number	98-0583166
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	20271 Goldenrod Lane
Entity Address, City or Town	Germantown
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	20876
City Area Code	(480)
Local Phone Number	659-6404
Title of 12(b) Security	Common Stock
Trading Symbol	ORGS
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		46,925,906

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
CURRENT ASSETS:
Cash and cash equivalents	$ 77	$ 837
Restricted cash	1,079	642
Accounts receivable, net of credit losses of $29,234 as of June 30, 2024 ($0 as of December 31, 2023)	240	88
Prepaid expenses and other receivables	952	2,017
Inventory		34
Total current assets	2,348	4,076
NON-CURRENT ASSETS:
Deposits	249	38
Investments to associates	8	8
Property, plant and equipment, net	15,901	1,475
Intangible assets, net	8,724	7,375
Operating lease right-of-use assets	1,805	351
Goodwill	1,211	1,211
Other assets	331	18
Total non-current assets	28,229	10,476
TOTAL ASSETS	30,577	14,552
CURRENT LIABILITIES:
Advance payments from Germfree (See note 11a)	6,720
Accrued expenses and other payables	2,789	2,218
Income tax payable	767	740
Employees and related payables	1,634	1,079
Advance payments on account of grant	2,733	2,180
Short-term loans	1,186	650
Current maturities of finance leases	62	18
Current maturities of operating leases	465	216
Short-term and current maturities of convertible loans	1,931	2,670
TOTAL CURRENT LIABILITIES	31,700	16,407
LONG-TERM LIABILITIES:
Non-current operating leases	1,318	96
Loans payable	2,762
Convertible loans	5,296	18,967
Retirement benefits obligation	96
Finance leases	1	4
Contingent consideration (see note 4)	4,825
Other long-term liabilities	371	61
TOTAL LONG-TERM LIABILITIES	14,669	19,128
TOTAL LIABILITIES	46,369	35,535
CAPITAL DEFICIENCY:
Common stock of $0.0001 par value: Authorized at June 30, 2024 and December 31, 2023: 145,833,334 shares; Issued at June 30, 2024 and December 31, 2023: 47,212,473 and 32,163,630 shares, respectively; Outstanding at June 30, 2024 and December 31, 2023: 46,925,906 and 31,877,063 shares, respectively	5	3
Additional paid-in capital	180,752	156,837
Accumulated other comprehensive income	302	65
Treasury stock 286,567 shares as of June 30, 2024 and December 31, 2023	(1,266)	(1,266)
Accumulated deficit	(195,291)	(176,622)
Equity attributable to Orgenesis Inc.	(15,498)	(20,983)
Non-controlling interest	(294)
TOTAL CAPITAL DEFICIENCY	(15,792)	(20,983)
TOTAL LIABILITIES AND CAPITAL DEFICIENCY	30,577	14,552
Related Party [Member]
CURRENT ASSETS:
Receivable from related parties		458
CURRENT LIABILITIES:
Accounts payable	2,696	133
Other payable related parties		52
Nonrelated Party [Member]
CURRENT LIABILITIES:
Accounts payable	$ 10,717	$ 6,451

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Allowance for credit losses	$ 29,234	$ 0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	145,833,334	145,833,334
Common stock, shares issued	47,212,473	32,163,630
Common stock, shares outstanding	46,925,906	31,877,063
Treasury stock, shares	286,567	286,567

Condensed Consolidated Statemen

Condensed Consolidated Statements of Loss and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Revenues	$ 246	$ 113	$ 387	$ 255
Cost of revenues	538	3,232	1,030	5,954
Gross profit	(292)	(3,119)	(643)	(5,699)
Cost of development services and research and development expenses	1,489	3,527	3,859	6,808
Amortization of intangible assets	226	208	379	415
Change in Contingent consideration	182		182
Selling, general and administrative expenses including credit losses of $2,725 for the six months ended June 30, 2024 and $(500) for the three months ended June 30, 2024 and $24,367 for the six months ended June 30, 2023 and $14,878 for the three months ended June 30, 2023	2,061	18,216	8,117	31,744
Operating loss	4,250	25,070	13,180	44,666
Loss from deconsolidation of OBI and Octomera (see note 4)		5,343	66	5,343
Other income, net	(8)		(8)	(2)
Credit loss on convertible loan receivable				2,688
Loss from extinguishment in connection with convertible loan			141	283
Financial expenses, net	815	692	1,667	1,373
Convertible loans induced conversion expenses	4,304		4,304
Share in net loss profit of associated companies		(3)		(1)
Loss before income taxes	9,361	31,102	19,350	54,350
Tax expenses	5	91	21	220
Net loss	9,366	31,193	19,371	54,570
Net loss attributable to non-controlling interests (including redeemable)	(462)	(5,650)	(702)	(9,557)
Net loss attributable to Orgenesis Inc.	$ 8,904	$ 25,543	$ 18,669	$ 45,013
Loss per share:
Basic	$ 0.23	$ 0.76	$ 0.52	$ 1.63
Diluted	$ 0.23	$ 0.76	$ 0.52	$ 1.63
Weighted average number of shares used in computation of Basic and Diluted loss per share:
Basic	38,860,727	28,603,597	35,979,567	27,546,229
Diluted	38,860,727	28,603,597	35,979,567	27,546,229
Net loss	$ 9,366	$ 31,193	$ 19,371	$ 54,570
Other comprehensive loss (income) - translation adjustments	(176)	11	(237)	52
Release of translation adjustment due to deconsolidation of Octomera		(384)		(384)
Comprehensive loss	9,190	30,820	19,134	54,238
Comprehensive loss attributed to non-controlling interests	(462)	(5,650)	(702)	(9,557)
Comprehensive loss attributed to Orgenesis Inc.	$ 8,728	$ 25,170	$ 18,432	$ 44,681

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Loss and Comprehensive Loss (Unaudited) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Credit losses expenses	$ (500)	$ 14,878	$ 2,725	$ 24,367

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Changes in Equity (Unaudited) - USD ($) $ in Thousands	Common Stock [Member]		Additional Paid-in Capital [Member]	Receipts On Account Of Shares To Be Alloted [Member]	AOCI Attributable to Parent [Member]	Treasury Stock, Common [Member]	Retained Earnings [Member]	Parent [Member]	Noncontrolling Interest [Member]	Total
Beginning balance, value 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			311					311		311
Issuance of warrants with respect to convertible loans			449					449		449
Issuance of shares due to exercise of warrants		[1]
Issuance of Shares due to exercise of warrants, shares	973,684
Extinguishment in connection with convertible loan restructuring			287					287		287
Comprehensive income (loss) for the period					(52)		(45,013)	(45,065)	(150)	(45,215)
Issuance of shares and warrants net of issuance costs		[1]	3,341					3,341		3,341
Issuance of shares and warrants net of issuance costs, shares	1,947,368
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)
Ending balance, value at Jun. 30, 2023	$ 3		154,743		62	(1,266)	(166,274)	(12,732)		(12,732)
Balance, shares at Jun. 30, 2023	28,466,807
Beginning balance, value at Mar. 31, 2023	$ 3		151,020		(311)	(1,266)	(140,731)	8,715	1,274	9,989
Balance, shares at Mar. 31, 2023	27,861,543
Stock-based compensation to employees and directors			152					152		152
Issuance of shares due to exercise of warrants		[2]
Issuance of Shares due to exercise of warrants, shares	605,264
Comprehensive income (loss) for the period					(11)		(25,543)	(25,554)	86	(25,468)
Deconsolidation of Octomera			9,406		384			9,790	(1,360)	8,430
Adjustment to redemption value of redeemable non-controlling interest			(5,735)					(5,735)		(5,735)
Issuance of shares and warrants net of issuance costs			(100)					(100)		(100)
Ending balance, value at Jun. 30, 2023	$ 3		154,743		62	(1,266)	(166,274)	(12,732)		(12,732)
Balance, shares at Jun. 30, 2023	28,466,807
Beginning balance, value 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
Stock-based compensation to employees and directors			215					215		$ 215
RSUs vested		[3]
RSUs vested, shares										82,996
Exercise of options		[3]	13					13		$ 13
Exercise of options, shares	25,000
Issuance of shares to service providers		[3]	690					690		690
Issuance of shares to service providers, shares	664,000
Exchange of convertible loans for equity	$ 1		20,310					20,311		20,311
Exchange of convertible loans for equity, shares	11,829,128
Issuance of warrants with respect to convertible loans			31					31		31
Issuance of shares and warrants		[3]	2,496					2,496		2,496
Issuance of shares and warrants, shares	2,422,719
NCI arising from Octomera reconsolidation									408	408
Issuance of shares due to exercise of warrants		[3]	19					20		20
Issuance of Shares due to exercise of warrants, shares	25,000
Extinguishment in connection with convertible loan restructuring			141					141		141
Comprehensive income (loss) for the period					237		(18,669)	(18,432)	(702)	(19,134)
Ending balance, value at Jun. 30, 2024	$ 5		180,752		302	(1,266)	(195,291)	(15,498)	(294)	(15,792)
Balance, shares at Jun. 30, 2024	46,925,906
Beginning balance, value at Mar. 31, 2024	$ 4		159,650	155	126	(1,266)	(186,386)	(27,717)	168	(27,549)
Balance, shares at Mar. 31, 2024	34,338,782
Stock-based compensation to employees and directors			129					129		129
RSUs vested		[4]
RSUs vested, shares	82,996
Exercise of options		[4]	13					13		13
Exercise of options, shares	25,000
Issuance of shares to service providers		[4]	464					464		464
Issuance of shares to service providers, shares	500,000
Exchange of convertible loans for equity	$ 1		20,310					20,311		20,311
Exchange of convertible loans for equity, shares	11,829,128
Issuance of warrants with respect to convertible loans			31					30		30
Comprehensive income (loss) for the period					176		(8,904)	(8,728)	(462)	(9,190)
Issuance of shares and receipts on account of shares and warrants to be allotted		[4]	155	(155)
Issuance of shares and receipts on account of shares and warrants to be allotted, shares	150,000
Ending balance, value at Jun. 30, 2024	$ 5		$ 180,752		$ 302	$ (1,266)	$ (195,291)	$ (15,498)	$ (294)	$ (15,792)
Balance, shares at Jun. 30, 2024	46,925,906
[1]Represents an amount lower than $1 thousand.[2]Excluding Depreciation, amortization expenses[3]Represents an amount lower than $1 thousand.[4]Represents an amount lower than $1 thousand.

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (19,371)	$ (54,570)
Adjustments required to reconcile net loss to net cash used in operating activities:
Stock-based compensation	936	311
Convertible loans induced conversion expenses	4,304
Loss from deconsolidation of OBI and Octomera	66	5,343
Share in income of associated companies, net		(1)
Depreciation and amortization expenses	1,087	1,175
Credit loss on convertible loan receivable		2,688
Credit loss related to OBI	2,049
Effect of exchange differences on inter-company balances	(48)	214
Net changes in operating leases	24	(67)
Change in Contingent consideration	182
Interest expenses accrued on loans and convertible loans	1,192	300
Loss from extinguishment in connection with convertible loan restructuring	141	283
Changes in operating assets and liabilities:
Accounts receivable	(70)	30,144
Prepaid expenses and other accounts receivable	1,592	(1,857)
Inventory	34	(389)
Other assets	(1)	4
Change in related parties, net	(1)
Accounts payable	(2,466)	2,891
Accrued expenses and other payables	12	245
Employee and related payables	(8)	123
Deferred taxes, net	(2)	9
Net cash used in operating activities	(10,348)	(13,154)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment	(205)	(1,796)
Cash acquired from acquisition of Octomera	139
Impact to cash resulting from deconsolidation of OBI	(5)
Impact to cash resulting from deconsolidation of Octomera		(973)
Investment in long-term deposits	2	(33)
Net cash used in investing activities	(69)	(2,802)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of shares and warrants	2,528	3,341
Proceeds from issuance of convertible loans	75	5,485
Proceeds from transaction with redeemable non-controlling interest that do not acquire control of a subsidiary		5,000
Repayment of convertible loans		(3,000)
Repayment of short and long-term debt	(145)	(30)
Proceeds from issuance of loans payable	947
Receipt from Germfree (see note 11a)	6,720
Net cash provided by financing activities	10,125	10,796
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(292)	(5,160)
EFFECT OF EXCHANGE RATE CHANGES ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(31)	18
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD	1,479	6,369
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD	1,156	1,227
SUPPLEMENTAL NON-CASH FINANCING AND INVESTING ACTIVITIES
Exchange of convertible loans for equity	16,007
Right-of-use assets obtained in exchange for new operation lease liabilities	191	753
Increase (decrease) in accounts payable related to purchase of property, plant and equipment		14
Extinguishment in connection with convertible loan restructuring		287
CASH PAID DURING THE PERIOD FOR:
Interest	$ 4	$ 785

DESCRIPTION OF BUSINESS

DESCRIPTION OF BUSINESS	6 Months Ended
	Jun. 30, 2024
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”). As of the date of this report, the Company operates two segments: ● The “Octomera” segment which includes the Company’s POCare Services that are performed in decentralized hubs which provide harmonized and standardized services to customers (“POCare Centers”). The Company’s subsidiary, Octomera LLC, holds all of the Octomera segment activities. ● The “Therapies” segment which includes therapy related activities. On January 29, 2024, the Company and Metalmark Capital Partners (“Metalmark” or “MM”) entered into a Unit Purchase Agreement (the “MM UPA”), pursuant to which the Company acquired all of the preferred units of Octomera LLC (“Octomera”) previously owned by MM (the “MM Acquisition”), and effective that date, reconsolidated Octomera into its accounts. 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 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 June 30, 2024, the Company had an accumulated deficit of $ 195,291 10,348 The Company will need to use mitigating actions such as seeking additional financing, refinancing, or amending the terms of existing loans, or postponing expenses that are not based on firm commitments. In order to fund its operations until such time that the Company can generate sustainable positive cash flows, the Company will need to raise additional funds. For the six months ended June 30, 2024 and as of the date of this report, the Company has assessed its financial condition and concluded that based on current and projected cash resources and commitments, as well as other factors mentioned above, there is substantial doubt about its ability to continue as a going concern. The Company is planning to raise additional capital to continue its operations and to repay its outstanding loans when they become due, as well as to explore additional avenues to increase revenues and reduce or delay expenditures. In May 2024, the Company entered into debt exchange agreements with three convertible debt holders pursuant to which a total of $ 16,007,372 15,776,947 The Company’s Common Stock is listed for trading on the Nasdaq Capital Market. As mentioned above, the Company must satisfy Nasdaq’s continued listing requirements. Failure to meet continuing listing requirements risks delisting, which may make it more difficult to raise additional capital. The estimation and execution uncertainty regarding the Company’s future cash flows and management’s judgments and assumptions in estimating these cash flows is a significant estimate. Those assumptions include reasonableness of the forecasted revenue, operating expenses, and uses and sources of cash.

BASIS OF PRESENTATION

BASIS OF PRESENTATION	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
BASIS OF PRESENTATION	NOTE 2 - BASIS OF PRESENTATION a. Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements. In the opinion of management, the financial statements reflect all normal and recurring adjustments necessary to fairly state the financial position and results of operations of the Company. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the Securities and Exchange Commission (“SEC”) on April 15, 2024. The year-end balance sheet data was derived from the audited consolidated financial statements as of December 31, 2023, but not all disclosures required by generally accepted accounting principles in the United States (“U.S. GAAP”) are included in this Quarterly Report on Form 10-Q. b. Significant accounting policies The accounting policies adopted are consistent with those of the previous financial year except as described below: Use of Estimates in the Preparation of Financial Statements The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires us to make estimates, judgments and assumptions that may affect the reported amounts of assets, liabilities, equity, revenues and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates, judgments and methodologies. The Company bases its estimates on historical experience and on various other assumptions that it believes are reasonable, the results of which form the basis for making judgments about the carrying values of assets, liabilities and equity, the amount of revenues and expenses, determination of loss on deconsolidation, valuation of investments, purchase price allocations, goodwill impairment, and assessment of credit losses and purchase price allocation including contingent consideration. Actual results could differ from those estimates. Recently issued accounting pronouncements, not yet adopted Improvements to Reportable Segments Disclosures In November 2023, the FASB issued ASU 2023-07 “Segment Reporting–Improvements to Reportable Segments Disclosures (Topic 280)” to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in this ASU (1) require that a public entity disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss; (2) require that a public entity disclose, on an annual and interim basis, an amount for other segment items by reportable segment and a description of its composition; (3) require that a public entity provide all annual disclosures about a reportable segment’s profit or loss and assets currently required by Topic 280 in interim periods; (4) clarify that if the CODM uses more than one measure of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources, a public entity may report one or more of those additional measures; and (5) require that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure or measures of segment profit or loss in assessing segment performance and deciding how to allocate resources. The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and should be applied retrospectively to all periods presented. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of these amendments on its consolidated financial statements. Improvements to Income Tax Disclosures In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740)–Improvements to Income Tax Disclosures” to enhance the transparency and decision usefulness of income tax disclosures, primarily related to the rate reconciliation and income taxes paid information. The amendments in this ASU require that public entities, on an annual basis, disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. This ASU also requires that all entities disclose, on an annual basis, (1) the amount of income taxes paid disaggregated by federal, state, and foreign taxes, (2) the amount of income taxes paid disaggregated by individual jurisdictions in which income taxes paid is equal to or greater than five percent of total income taxes paid, (3) income or loss from continuing operations before income tax expense or benefit disaggregated between domestic and foreign, and (4) income tax expense or benefit from continuing operations disaggregated by federal, state, and foreign. The amendments in this ASU are effective for annual periods beginning after December 15, 2024, and should be applied on a prospective basis with the option to apply retrospectively. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The Company is currently evaluating the impact of the adoption of these amendments on its consolidated financial statements.

SEGMENT INFORMATION

SEGMENT INFORMATION	6 Months Ended
	Jun. 30, 2024
Segment Reporting [Abstract]
SEGMENT INFORMATION	NOTE 3 – SEGMENT INFORMATION Segment data for the six months ended June 30, 2024 is as follows: SCHEDULE OF SEGMENT REPORTING Octomera Therapies Eliminations Consolidated (in thousands) Revenues $ 50 $ 360 $ (23 ) $ 387 Cost of revenues * (1,047 ) (329 ) 710 (666 ) Gross profit (997 ) 31 687 (279 ) Cost of development services and research and development expenses * (3,251 ) (1,031 ) 697 (3,585 ) Operating expenses * (546 ) (7,037 ) (646 ) (8,229 ) Loss from deconsolidation - - (66 ) (66 ) Other income - 8 - 8 Depreciation and amortization (870 ) (387 ) 170 (1,087 ) Loss from extinguishment in connection with convertible loan - (141 ) - (141 ) Financial income (expenses), net (554 ) (1,237 ) 124 (1,667 ) Convertible loans induced conversion expenses - (4,304 ) - (4,304 ) Income (loss) before income taxes $ (6,218 ) $ (14,098 ) $ 966 $ (19,350 ) * Excluding Depreciation, amortization expenses Segment data for the six months ended June 30, 2023 is as follows: Octomera Therapies Eliminations Consolidated (in thousands) Revenues $ 15 $ 240 $ - $ 255 Cost of revenues * (5,084 ) (398 ) - (5,482 ) Gross profit (5,069 ) (158 ) - (5,227 ) Cost of development services and research and development expenses * (4,501 ) (2,051 ) - (6,552 ) Operating expenses * (27,990 ) (3,722 ) - (31,712 ) Loss from deconsolidation of Octomera - - (5,343 ) (5,343 ) Other income, net 2 - - 2 Depreciation and amortization (779 ) (396 ) - (1,175 ) Loss from extinguishment in connection with convertible loan - (283 ) - (283 ) Credit losses on convertible loan receivable - (2,688 ) - (2,688 ) Financial Expenses, net (495 ) (879 ) 1 (1,373 ) Share in net income of associated companies - 1 - 1 Loss before income taxes $ (38,832 ) $ (10,176 ) $ (5,342 ) $ (54,350 ) * Excluding Depreciation, amortization expenses Segment data for the three months ended June 30, 2024 is as follows: Octomera Therapies Eliminations Consolidated (in thousands) Revenues $ 21 $ 225 $ - $ 246 Cost of revenues * (110 ) (179 ) - (289 ) Gross profit (89 ) 46 - (43 ) Cost of development services and research and development expenses * (1,466 ) 148 - (1,318 ) Operating expenses * (483 ) (1,518 ) (182 ) (2,183 ) Other income - 8 - 8 Depreciation and amortization (440 ) (193 ) (73 ) (706 ) Financial income (expenses), net (264 ) (551 ) - (815 ) Convertible loans induced conversion expenses - (4,304 ) - (4,304 ) Income (loss) before income taxes $ (2,742 ) $ (6,364 ) $ (255 ) $ (9,361 ) * Excluding Depreciation, amortization expenses Segment data for the three months ended June 30, 2023 is as follows: Octomera Therapies Eliminations Consolidated (in thousands) Revenues $ 3 $ 110 $ - $ 113 Cost of revenues * (2,776 ) (220 ) - (2,996 ) Gross profit (2,773 ) (110 ) - (2,883 ) Cost of development services and research and development expenses * (2,420 ) (975 ) - (3,395 ) Operating expenses * (16,787 ) (1,408 ) - (18,195 ) Loss from deconsolidation of Octomera - - (5,343 ) (5,343 ) Depreciation and amortization (394 ) (203 ) - (597 ) Financial expenses, net (229 ) (464 ) 1 (692 ) Share in net income of associated companies - 3 - 3 Loss before income taxes $ (22,603 ) $ (3,157 ) $ (5,342 ) $ (31,102 ) * Excluding Depreciation, amortization expenses

RECONSOLIDATION OF OCTOMERA LLC

RECONSOLIDATION OF OCTOMERA LLC	6 Months Ended
	Jun. 30, 2024
Reconsolidation Of Octomera Llc
RECONSOLIDATION OF OCTOMERA LLC	NOTE 4 – RECONSOLIDATION OF OCTOMERA LLC Pursuant to the MM UPA signed on January 29, 2024, the Company and MM agreed to the following: 1. Consideration: ● Royalty Payments: If Octomera and its subsidiaries generate Net Revenue during the three-year period 2025-2027, then the Company will pay 5% ● 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% 2. 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 (the “Octomera LLC Agreement”) to be a single member agreement reflecting the transactions consummated under the UPA, such that MM no longer (i) is a member of Octomera or a party to the Octomera LLC Agreement, or (ii) has a right to appoint members of the board of managers of Octomera. 3. 10 secured promissory notes between Orgenesis Maryland LLC and MM, reflecting an aggregate outstanding principal amount of $ 2,600 Fair Value of Consideration Transferred Accounting guidance provides that the allocation of the purchase price may be adjusted for up to one year from the date of the acquisition to the extent that additional information is obtained about the facts and circumstances that existed as of the acquisition date. The primary area of the purchase price allocation that is not yet finalized is related to intangible assets, property, plant and equipment, and certain other assets and tax matters and the related impact on goodwill. 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 summarizes the allocation of purchase price to the fair values of the assets acquired and liabilities assumed as of the Transaction date: SCHEDULE OF PURCHASE PRICE TO THE FAIR VALUES OF THE ASSETS ACQUIRED AND LIABILITIES ASSUMED (in thousands) Total Contingent consideration to MM for royalty and milestone payments $ 4,643 Total assets acquired: Cash and cash equivalents $ 139 Property, plants and equipment, net 17,852 Other Assets 3,478 Total assets $ 21,469 Total liabilities assumed: Total current liabilities $ (12,518 ) Total long-term liabilities (5,628 ) Total liabilities $ (18,146 ) Know how Technology 1,728 Total Net Assets $ 5,051 Fair-Value of Non-controlling interests (408 ) Total liability to MM $ 4,643 The allocation of the purchase price to the net assets acquired and liabilities assumed resulted in the recognition of an intangible asset know-how of $ 1,728 4,643 10 years Key inputs for the fair values valuation are summarized below. SCHEDULE OF KEY INPUTS FOR THE FAIR VALUES VALUATION Key Valuation Inputs Jan 29, 2024 Discount rate 40 % Risk-free interest rate 4.4 % Average 5 years revenue growth 50 % Measurement input 50 % The Company incurred transaction costs of approximately $ 50 0 The revenues and net loss of Octomera from January 1, 2024 until the reconsolidation date were $ 23 1,244 Fair value assumptions used in accounting for contingent consideration On January 29, 2024, in connection with the PPA study of Octomera LLC, the Company recognized a contingent consideration to pay MM based on two components: 1. Royalties based on revenues in 2025, 2026 and 2027, and; 2. An earnout amount, which is dependent on a future triggering event being either an IPO or exit. The estimated fair value of the contingent consideration is based on management’s assessment of whether, and at what level, the financial metrics will be achieved, and the present value factors associated with the timing of the payments. This fair value measurement is based on significant unobservable inputs in the market and thus represents a Level 3 fair value measurement and used the Monte Carlo pricing model to calculate the fair value, which was $ 4,643 as of January 29, 2024. As of June 30, 2024, the fair value was $ 4,825 . Changes in the fair value of contingent consideration are recorded in operating expenses. The total revaluation expense for the period ended June 30, 2024 was $ 182 . Key inputs for the simulation are summarized below. SCHEDULE OF KEY INPUTS Key Valuation Inputs Jan 29, 2024 June 30, 2024 Standard Deviation 13.5 % 13.5 % Risk-free interest rate 4.4 % 4.6 % Possible trigger event examination Year 10 Year 10 Average 5 years revenue growth 50 % 50 % Trigger events 30 % 30 % Revenues multiple 10 9.75 * Based on a Monte Carlo simulation analysis of 30,000 iterations Deconsolidation of Orgenesis Biotech Israel Limited (“OBI”) On February 14, 2024, following a claim for payment by employees of OBI, a fully owned subsidiary of Octomera of past salaries due, the district court in Haifa, Israel appointed a trustee to run the affairs of OBI. As a result of this appointment, effective February 14, 2024, the Company no longer controls OBI and has ceased to consolidate the results of OBI into its consolidated results. The Company recognized a loss as a result of the deconsolidation of $ 66 The Company recorded $ 2,696 The following table summarizes the deconsolidated assets and liabilities as of February 14, 2024: SCHEDULE OF DECONSOLIDATE ASSETS AND LIABILITIES Total assets acquired: Cash and cash equivalents $ 4 Property, plants and equipment, net 2,884 Other Assets 1,422 Total assets $ 4,310 Total liabilities assumed: $ 4,244 Total Net Assets deconsolidated $ 66 Loss from deconsolidation of OBI $ 66

EQUITY

EQUITY	6 Months Ended
	Jun. 30, 2024
Equity [Abstract]
EQUITY	NOTE 5 – EQUITY 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 1.03 2,272,719 1.50 2,272,719 2.00 2.3 On May 10, 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, 150,000 1.03 150,000 1.50 150,000 2.00 154

CONVERTIBLE LOANS

CONVERTIBLE LOANS	6 Months Ended
	Jun. 30, 2024
Debt Disclosure [Abstract]
CONVERTIBLE LOANS	NOTE 6 – CONVERTIBLE LOANS The table below summarizes the Company’s outstanding convertible loans as of June 30, 2024. SCHEDULE OF LONG TERM CONVERTIBLE NOTES Principal Amount at Issuance Issuance Date Current Interest Rate Current Current Conversion Price of loan into equity (Year) % (Year) $ $ 100 2019 8 % 2024 1.03 100 2020 8 % 2024 1.03 1,150 2022 6 % * 2023 4.50 5,000 2023 8 % 2026 2.46 $ 6,350 * Was not repaid by June 30, 2024. The table below summarizes the Company’s outstanding convertible loans as of December 31, 2023. Principal Amount Issuance Date Current Interest Rate Current Current Conversion Price of loan into equity Note (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 7.00 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 0.85 6a $ 19,335 ** Was not yet paid by December 31, 2023. Debt Exchange Agreements On May 21, 2024, the Company entered into debt exchange agreements with three convertible debt holders pursuant to which a total of $ 16,007 15,776,947 11,829,128 2.50 1.03 14,784 4,304 Additional notes related to changes in convertible loans terms that occurred in 2024 In January 2024, the Company and lender agreed to extend the maturity date of the loan amount to December 31, 2026 840,000 0.85 Koligo convertible loan On September 29, 2023, Koligo entered into a convertible loan agreement with Sai Traders, pursuant to which the Sai Traders agreed to loan Koligo up to $ 25,000

LOANS

LOANS	6 Months Ended
	Jun. 30, 2024
Loans
LOANS	NOTE 7 – LOANS The table below summarizes the Company’s outstanding long-term loans as of June 30, 2024 and December 31, 2023, respectively: SCHEDULE OF LONG TERM LOANS Principal Amount Interest Rate Year of Maturity June 30, 2024 December 31, 2023 (in thousands) % (in thousands) $ 2,600 10 2034 $ 2,762 $ - See note 4. The table below summarizes the Company’s outstanding short-term loans as of June 30, 2024 and December 31, 2023, respectively: SCHEDULE OF SHORT TERM LOANS Currency Interest Rate June 30, 2024 December 31, 2023 % (in thousands) USD 8 $ 268 $ 258 USD 10 814 61 USD (*) 8 - (**) 331 USD 6 90 - Euro 8 14 - $ 1,186 $ 650 (*) Weighted average interest. (**) The terms of the loan were amended on January 1, 2024. Under the new terms, the loan became convertible into shares of Common Stock and the lender agreed to extend the maturity date to December 31, 2024 360,000 0.85 0.85 On July 3, 2024, Koligo entered into a loan agreement (the “Loan Agreement” for this paragraph only) with a lender, pursuant to which the lender agreed to loan the Company $ 2,000 10%

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION	6 Months Ended
	Jun. 30, 2024
Share-Based Payment Arrangement [Abstract]
STOCK-BASED COMPENSATION	NOTE 8 – STOCK-BASED COMPENSATION a. Options Granted to Employees The table below summarizes the terms of options for the purchase of shares in the Company granted to employees during the period from January 1, 2024 to June 30, 2024: SCHEDULE OF EMPLOYEE STOCK OWNERSHIP PLAN DISCLOSURES No. of Options Granted Exercise Price Vesting Period Fair Value at Grant ( in thousands Expiration Period Employees 400,000 $ 0.50 0.63 Half quarterly over a period of two years and the rest quarterly over a period of four years $ 161 10 The fair valuation of these option grants is based on the following assumptions: SCHEDULE OF STOCK OPTIONS ACTIVITY During the Period from January 1, 2024 to June 30, 2024 Value of one common share $ 0.49 0.63 Dividend yield 0 % Expected stock price volatility 79 85 % Risk free interest rate 3.86 4.28 % Expected term (years) 5.56 6.06 b. Restricted Stock Units (“RSUs”) Granted to Employees Below is a table summarizing all the RSUs grants to employees during the period from January 1, 2024 to June 30, 2024: SCHEDULE OF RESTRICTED STOCK UNITS GRANTED No. of Options Granted Vesting Period Fair Value at Grant (in thousands) Employees 50,000 Immediate $ 26 c. Shares and warrants issued to advisors. Below is a table summarizing all the shares and warrants grants to advisors during the period from January 1, 2024 to June 30, 2024: SCHEDULE OF SHARES AND WARRANTS GRANTS TO ADVISORS Date of issue of share or warrant Reason for issue of share or warrant Consideration Exercise price of warrants Warrant vesting (subject to continued service provided to Company) Warrant expiry date January 25, 2024 Consideration for a past debt 164,000 March 7, 2024 Strategic advisor agreement 500,000 500,000 $ 1.03 One third on March 7, 2024, one third on June 5, 2024, and one third on September 3, 2024. March 6, 2029 April 18, 2024 Strategic advisor agreement Warrants to purchase 500,000 $ 1.03 One third on April 18, 2024, one third on July 18, 2024, and one third on October 18, 2024. April 17, 2029 April 23, 2024 Strategic advisor agreement Warrants to purchase 500,000 $ 1.03 One third on April 16, 2024, one third on July 16, 2024, and one third on October 16, 2024. April 22, 2029 May 22, 2024 Strategic advisor agreement Warrants to purchase 475,000 $ 1.03 One third on May 21, 2024, one third on August 21, 2024, and one third on November 21, 2024. May 21, 2029 No. of Warrants Granted Vesting Period Fair Value at Grant (in thousands) Warrants 1,975,000 Over a period of six months $ 568 Shares 664,000 N/A $ 326 The fair valuation of these shares grants is based on the market value of the share at the date of grant. SCHEDULE OF WARRANTS GRANTS ASSUMPTIONS During the Period from January 1, 2024 to June 30, 2024 Value of one common share $ 0.51 0.84 Dividend yield 0 % Expected stock price volatility 87 90 Risk free interest rate 4.07 4.68 Expected term (years) 5

LOSS PER SHARE

LOSS PER SHARE	6 Months Ended
	Jun. 30, 2024
Earnings Per Share [Abstract]
LOSS PER SHARE	NOTE 9 – LOSS PER SHARE The following table sets forth the calculation of basic and diluted loss per share for the period indicated: SCHEDULE OF BASIC AND DILUTED LOSS PER SHARE June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023 Three Months Ended Six Months Ended June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023 (in thousands, except per share data) Basic and diluted: Net loss attributable to Orgenesis Inc. $ 8,904 $ 25,543 $ 18,669 $ 45,013 Adjustment of redeemable non-controlling interest to redemption amount - (3,671 ) - - Net loss attributable to Orgenesis Inc. for loss per share 8,904 $ 21,872 $ 18,669 $ 45,013 Weighted average number of common shares outstanding 38,860,727 28,603,597 35,979,567 27,546,229 Net loss per share $ 0.23 0.76 $ 0.52 $ 1.63 For the six months ended June 30, 2024 and June 30, 2023, all outstanding convertible notes, options and warrants have been excluded from the calculation of the diluted net loss per share since their effect was anti-dilutive. Diluted loss per share excludes 14,247,610 2,313,348 16,917,024 2,313,348 Diluted loss per share excludes 7,673,798 7,101,236 7,916,597 5,184,127

REVENUES

REVENUES	6 Months Ended
	Jun. 30, 2024
Revenue from Contract with Customer [Abstract]
REVENUES	NOTE 10 – REVENUES Disaggregation of Revenue The following table disaggregates the Company’s revenues by major revenue streams: SCHEDULE OF DISAGGREGATION OF REVENUE June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023 Three Months Ended Six Months Ended June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023 (in thousands) Revenue stream: Cell process development services and hospital services $ 246 $ 113 387 255 Total $ 246 $ 113 $ 387 $ 255 A breakdown of the revenues per customer constituted at least 10% of revenues is as follows: SCHEDULE OF BREAKDOWN OF REVENUES PER CUSTOMER June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023 Three Months Ended Six Months Ended June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023 (in thousands) Revenue earned: Customer A (United States) $ 225 $ 65 $ 300 $ 130 Customer B (United States) $ - $ - $ 60 $ - Customer C (United States) $ - $ 45 $ - $ 45 Customer D (United States) $ - $ - $ - $ 65 Contract Assets and Liabilities Contract assets are mainly comprised of trade receivables net of allowance for doubtful debts, which includes amounts billed and currently due from customers. The activity for trade receivables is comprised of: SCHEDULE OF ACTIVITY FOR TRADE RECEIVABLES June 30, 2024 June 30, 2023 Six Months Ended June 30, 2024 June 30, 2023 (in thousands) Balance as of beginning of period $ 88 $ 36,183 Reconsolidation (deconsolidation) of Octomera 82 (5,985 ) Additions 380 293 Collections (822 ) (6,045 ) Allowances for credit losses 512 (24,388 ) Exchange rate differences - (52 ) Balance as of end of period $ 240 $ 6 The activity for contract liabilities is comprised of: SCHEDULE OF ACTIVITY FOR CONTRACT LIABILITIES June 30, 2024 June 30, 2023 Six Months Ended June 30, 2024 June 30, 2023 (in thousands) Balance as of beginning of period $ 200 $ 70 Deconsolidation of Octomera 110 (106 ) Deconsolidation of OBI (60 ) - Deconsolidation (60 ) - Additions 110 36 Realizations (10 ) - Balance as of end of period $ 350 $ -

OTHER SIGNIFICANT TRANSACTIONS

OTHER SIGNIFICANT TRANSACTIONS AND AGREEMENTS DURING THE SIX MONTHS ENDED JUNE 30, 2024	6 Months Ended
	Jun. 30, 2024
Other Significant Transactions And Agreements During Six Months Ended June 30 2024
OTHER SIGNIFICANT TRANSACTIONS AND AGREEMENTS DURING THE SIX MONTHS ENDED JUNE 30, 2024	NOTE 11 – OTHER SIGNIFICANT TRANSACTIONS AND AGREEMENTS DURING THE SIX MONTHS ENDED JUNE 30, 2024 Asset Purchase and Strategic Collaboration Agreement. On April 5, 2024, the Company entered into an Asset Purchase and Strategic Collaboration Agreement (the “Purchase Agreement”) with Griffin Fund 3 BIDCO, Inc., (“Germfree”), for the sale by the Company of five Orgenesis Mobile Processing Units and Labs (“OMPULs”) to Germfree, which will be incorporated into Germfree’s lease fleet and leased back to the Company or to third-party lessees designated by the Company. Pursuant to the Purchase Agreement, and subject to the terms and 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 is to pay an aggregate purchase price of $ 8,340 6,720

LEGAL PROCEEDINGS

LEGAL PROCEEDINGS	6 Months Ended
	Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
LEGAL PROCEEDINGS	NOTE 12 – 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 2 800 0.52 383 107,985 40,140 11,869,600 On July 11, 2024 the Israeli subsidiary reached a settlement agreement sanctioned by the Tel Aviv Magistrate’s court pursuant to which the subsidiary will pay the amount of NIS 427,000 (approximately $ 114 140,000 37 leaving an amount of NIS 286,000 76 still due under the settlement agreement. In the event that the Company fails to meet all of its obligations under the settlement agreement, the Company may be liable to pay an additional NIS 211,000 (approximately $ 12 Except as described above, the Company is not involved in any pending material legal proceedings.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 13 – SUBSEQUENT EVENTS On July 10, 2024, the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Broaden Bioscience and Technology Corp. (“Broaden”) for the purchase by the Company of the following assets (the “Assets”): The process and algorithms developed by Broaden for processing CAR-T, RACE CAR-T and all oncology products that will enable the Company to develop and sell treatments to third parties, which include Broaden’s rights, title and interests in and to all intellectual property, including, but not limited to, patents, patent applications, know-how, materials, licenses, permits and approvals related thereto. Pursuant to the Purchase Agreement, in consideration for the purchase of the Assets, the Company will pay Broaden an amount equal to the value of the Assets established by a third party valuation firm not to exceed $ 11,000 10,767 3.00 10 On July 12, 2024, the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Theracell Advanced Biotechnology S.A, Theracell Advanced Biotechnology LTD and IDNA Genomics Public Limited (collectively, “Theracell”) for the purchase by the Company of the following assets (the “Assets”) owned by Theracell: ● 50% of the outstanding ownership rights and equity interests in Theracell Laboratories IKE (“Theracell IKE”) not currently owned by the Company so that the Company shall own 100% of the outstanding equity interests of Theracell IKE ● Certain products (the “Products”), which include: (i) the manufacturing processes, algorithms, work instructions, test methods, standard operating procedures and specifications for producing Tumor Infiltrating Lymphocytes (“TILs”) that meet current Good Manufacturing Practice (cGMP) requirements that will enable the Company to potentially use this product as a platform for treating a wide variety of solid tumors; (ii) a 3rd generation GMP lentivirus production process, which is part of a therapy manufacturing process that will enable the Company to potentially treat Beta Thalassemia therapies; (iii) an oncolytic virus cell carrier platform which will enable the Company to potentially develop treatments for an array of cancers; (iv) a process for the potential treatment of mesenchymal stem cells for kidney disorders; (v) a process for controlled isolation of regenerative EVs derived from mesenchymal stem cells for the potential treatment of kidney disorders; and (vi) bioxome encapsulated APIs for improved transdermal delivery and bioavailability for the potential treatment of atopic dermatitis/wound healing; including Theracell’s rights, title and interests in and to all intellectual property, including, but not limited to, patents, patent applications, know-how, materials, licenses, permits and approvals relating to Products as further described in the Purchase Agreement. Pursuant to the Purchase Agreement, in consideration for the purchase of the Assets, the Company will pay Theracell an aggregate purchase price of $ 13,000 10,324 The aggregate Consideration will be paid by the Company as follows: (i) $400 will be paid to Theracell within 60 days after signing of the Purchase Agreement, (ii) $250 will be paid to Theracell within one year after signing of the Purchase Agreement, and (iii) the remaining amount (less any Debt) will be paid to Theracell in four equal annual payments beginning on December 30, 2025 and ending on December 30, 2028

BASIS OF PRESENTATION (Policies

BASIS OF PRESENTATION (Policies)	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
Basis of presentation	a. Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements. In the opinion of management, the financial statements reflect all normal and recurring adjustments necessary to fairly state the financial position and results of operations of the Company. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the Securities and Exchange Commission (“SEC”) on April 15, 2024. The year-end balance sheet data was derived from the audited consolidated financial statements as of December 31, 2023, but not all disclosures required by generally accepted accounting principles in the United States (“U.S. GAAP”) are included in this Quarterly Report on Form 10-Q. b. Significant accounting policies The accounting policies adopted are consistent with those of the previous financial year except as described below:
Use of Estimates in the Preparation of Financial Statements	Use of Estimates in the Preparation of Financial Statements The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires us to make estimates, judgments and assumptions that may affect the reported amounts of assets, liabilities, equity, revenues and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates, judgments and methodologies. The Company bases its estimates on historical experience and on various other assumptions that it believes are reasonable, the results of which form the basis for making judgments about the carrying values of assets, liabilities and equity, the amount of revenues and expenses, determination of loss on deconsolidation, valuation of investments, purchase price allocations, goodwill impairment, and assessment of credit losses and purchase price allocation including contingent consideration. Actual results could differ from those estimates.
Recently issued accounting pronouncements, not yet adopted	Recently issued accounting pronouncements, not yet adopted Improvements to Reportable Segments Disclosures In November 2023, the FASB issued ASU 2023-07 “Segment Reporting–Improvements to Reportable Segments Disclosures (Topic 280)” to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in this ASU (1) require that a public entity disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss; (2) require that a public entity disclose, on an annual and interim basis, an amount for other segment items by reportable segment and a description of its composition; (3) require that a public entity provide all annual disclosures about a reportable segment’s profit or loss and assets currently required by Topic 280 in interim periods; (4) clarify that if the CODM uses more than one measure of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources, a public entity may report one or more of those additional measures; and (5) require that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure or measures of segment profit or loss in assessing segment performance and deciding how to allocate resources. The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and should be applied retrospectively to all periods presented. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of these amendments on its consolidated financial statements. Improvements to Income Tax Disclosures In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740)–Improvements to Income Tax Disclosures” to enhance the transparency and decision usefulness of income tax disclosures, primarily related to the rate reconciliation and income taxes paid information. The amendments in this ASU require that public entities, on an annual basis, disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. This ASU also requires that all entities disclose, on an annual basis, (1) the amount of income taxes paid disaggregated by federal, state, and foreign taxes, (2) the amount of income taxes paid disaggregated by individual jurisdictions in which income taxes paid is equal to or greater than five percent of total income taxes paid, (3) income or loss from continuing operations before income tax expense or benefit disaggregated between domestic and foreign, and (4) income tax expense or benefit from continuing operations disaggregated by federal, state, and foreign. The amendments in this ASU are effective for annual periods beginning after December 15, 2024, and should be applied on a prospective basis with the option to apply retrospectively. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The Company is currently evaluating the impact of the adoption of these amendments on its consolidated financial statements.

SEGMENT INFORMATION (Tables)

SEGMENT INFORMATION (Tables)	6 Months Ended
	Jun. 30, 2024
Segment Reporting [Abstract]
SCHEDULE OF SEGMENT REPORTING	Segment data for the six months ended June 30, 2024 is as follows: SCHEDULE OF SEGMENT REPORTING Octomera Therapies Eliminations Consolidated (in thousands) Revenues $ 50 $ 360 $ (23 ) $ 387 Cost of revenues * (1,047 ) (329 ) 710 (666 ) Gross profit (997 ) 31 687 (279 ) Cost of development services and research and development expenses * (3,251 ) (1,031 ) 697 (3,585 ) Operating expenses * (546 ) (7,037 ) (646 ) (8,229 ) Loss from deconsolidation - - (66 ) (66 ) Other income - 8 - 8 Depreciation and amortization (870 ) (387 ) 170 (1,087 ) Loss from extinguishment in connection with convertible loan - (141 ) - (141 ) Financial income (expenses), net (554 ) (1,237 ) 124 (1,667 ) Convertible loans induced conversion expenses - (4,304 ) - (4,304 ) Income (loss) before income taxes $ (6,218 ) $ (14,098 ) $ 966 $ (19,350 ) * Excluding Depreciation, amortization expenses Segment data for the six months ended June 30, 2023 is as follows: Octomera Therapies Eliminations Consolidated (in thousands) Revenues $ 15 $ 240 $ - $ 255 Cost of revenues * (5,084 ) (398 ) - (5,482 ) Gross profit (5,069 ) (158 ) - (5,227 ) Cost of development services and research and development expenses * (4,501 ) (2,051 ) - (6,552 ) Operating expenses * (27,990 ) (3,722 ) - (31,712 ) Loss from deconsolidation of Octomera - - (5,343 ) (5,343 ) Other income, net 2 - - 2 Depreciation and amortization (779 ) (396 ) - (1,175 ) Loss from extinguishment in connection with convertible loan - (283 ) - (283 ) Credit losses on convertible loan receivable - (2,688 ) - (2,688 ) Financial Expenses, net (495 ) (879 ) 1 (1,373 ) Share in net income of associated companies - 1 - 1 Loss before income taxes $ (38,832 ) $ (10,176 ) $ (5,342 ) $ (54,350 ) * Excluding Depreciation, amortization expenses Segment data for the three months ended June 30, 2024 is as follows: Octomera Therapies Eliminations Consolidated (in thousands) Revenues $ 21 $ 225 $ - $ 246 Cost of revenues * (110 ) (179 ) - (289 ) Gross profit (89 ) 46 - (43 ) Cost of development services and research and development expenses * (1,466 ) 148 - (1,318 ) Operating expenses * (483 ) (1,518 ) (182 ) (2,183 ) Other income - 8 - 8 Depreciation and amortization (440 ) (193 ) (73 ) (706 ) Financial income (expenses), net (264 ) (551 ) - (815 ) Convertible loans induced conversion expenses - (4,304 ) - (4,304 ) Income (loss) before income taxes $ (2,742 ) $ (6,364 ) $ (255 ) $ (9,361 ) * Excluding Depreciation, amortization expenses Segment data for the three months ended June 30, 2023 is as follows: Octomera Therapies Eliminations Consolidated (in thousands) Revenues $ 3 $ 110 $ - $ 113 Cost of revenues * (2,776 ) (220 ) - (2,996 ) Gross profit (2,773 ) (110 ) - (2,883 ) Cost of development services and research and development expenses * (2,420 ) (975 ) - (3,395 ) Operating expenses * (16,787 ) (1,408 ) - (18,195 ) Loss from deconsolidation of Octomera - - (5,343 ) (5,343 ) Depreciation and amortization (394 ) (203 ) - (597 ) Financial expenses, net (229 ) (464 ) 1 (692 ) Share in net income of associated companies - 3 - 3 Loss before income taxes $ (22,603 ) $ (3,157 ) $ (5,342 ) $ (31,102 ) * Excluding Depreciation, amortization expenses

RECONSOLIDATION OF OCTOMERA L_2

RECONSOLIDATION OF OCTOMERA LLC (Tables)	6 Months Ended
	Jun. 30, 2024
Restructuring Cost and Reserve [Line Items]
SCHEDULE OF DECONSOLIDATE ASSETS AND LIABILITIES	The following table summarizes the allocation of purchase price to the fair values of the assets acquired and liabilities assumed as of the Transaction date: SCHEDULE OF PURCHASE PRICE TO THE FAIR VALUES OF THE ASSETS ACQUIRED AND LIABILITIES ASSUMED (in thousands) Total Contingent consideration to MM for royalty and milestone payments $ 4,643 Total assets acquired: Cash and cash equivalents $ 139 Property, plants and equipment, net 17,852 Other Assets 3,478 Total assets $ 21,469 Total liabilities assumed: Total current liabilities $ (12,518 ) Total long-term liabilities (5,628 ) Total liabilities $ (18,146 ) Know how Technology 1,728 Total Net Assets $ 5,051 Fair-Value of Non-controlling interests (408 ) Total liability to MM $ 4,643
SCHEDULE OF KEY INPUTS FOR THE FAIR VALUES VALUATION	Key inputs for the fair values valuation are summarized below. SCHEDULE OF KEY INPUTS FOR THE FAIR VALUES VALUATION Key Valuation Inputs Jan 29, 2024 Discount rate 40 % Risk-free interest rate 4.4 % Average 5 years revenue growth 50 % Measurement input 50 %
SCHEDULE OF KEY INPUTS	Key inputs for the simulation are summarized below. SCHEDULE OF KEY INPUTS Key Valuation Inputs Jan 29, 2024 June 30, 2024 Standard Deviation 13.5 % 13.5 % Risk-free interest rate 4.4 % 4.6 % Possible trigger event examination Year 10 Year 10 Average 5 years revenue growth 50 % 50 % Trigger events 30 % 30 % Revenues multiple 10 9.75 * Based on a Monte Carlo simulation analysis of 30,000 iterations
Orgenesis Biotech Israel Limited [Member]
Restructuring Cost and Reserve [Line Items]
SCHEDULE OF DECONSOLIDATE ASSETS AND LIABILITIES	The following table summarizes the deconsolidated assets and liabilities as of February 14, 2024: SCHEDULE OF DECONSOLIDATE ASSETS AND LIABILITIES Total assets acquired: Cash and cash equivalents $ 4 Property, plants and equipment, net 2,884 Other Assets 1,422 Total assets $ 4,310 Total liabilities assumed: $ 4,244 Total Net Assets deconsolidated $ 66 Loss from deconsolidation of OBI $ 66

CONVERTIBLE LOANS (Tables)

CONVERTIBLE LOANS (Tables)	6 Months Ended
	Jun. 30, 2024
Debt Disclosure [Abstract]
SCHEDULE OF LONG TERM CONVERTIBLE NOTES	The table below summarizes the Company’s outstanding convertible loans as of June 30, 2024. SCHEDULE OF LONG TERM CONVERTIBLE NOTES Principal Amount at Issuance Issuance Date Current Interest Rate Current Current Conversion Price of loan into equity (Year) % (Year) $ $ 100 2019 8 % 2024 1.03 100 2020 8 % 2024 1.03 1,150 2022 6 % * 2023 4.50 5,000 2023 8 % 2026 2.46 $ 6,350 * Was not repaid by June 30, 2024. The table below summarizes the Company’s outstanding convertible loans as of December 31, 2023. Principal Amount Issuance Date Current Interest Rate Current Current Conversion Price of loan into equity Note (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 7.00 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 0.85 6a $ 19,335 ** Was not yet paid by December 31, 2023.

LOANS (Tables)

LOANS (Tables)	6 Months Ended
	Jun. 30, 2024
Loans
SCHEDULE OF LONG TERM LOANS	The table below summarizes the Company’s outstanding long-term loans as of June 30, 2024 and December 31, 2023, respectively: SCHEDULE OF LONG TERM LOANS Principal Amount Interest Rate Year of Maturity June 30, 2024 December 31, 2023 (in thousands) % (in thousands) $ 2,600 10 2034 $ 2,762 $ -
SCHEDULE OF SHORT TERM LOANS	The table below summarizes the Company’s outstanding short-term loans as of June 30, 2024 and December 31, 2023, respectively: SCHEDULE OF SHORT TERM LOANS Currency Interest Rate June 30, 2024 December 31, 2023 % (in thousands) USD 8 $ 268 $ 258 USD 10 814 61 USD (*) 8 - (**) 331 USD 6 90 - Euro 8 14 - $ 1,186 $ 650 (*) Weighted average interest. (**) The terms of the loan were amended on January 1, 2024. Under the new terms, the loan became convertible into shares of Common Stock and the lender agreed to extend the maturity date to December 31, 2024 360,000 0.85 0.85

STOCK-BASED COMPENSATION (Table

STOCK-BASED COMPENSATION (Tables)	6 Months Ended
	Jun. 30, 2024
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
SCHEDULE OF RESTRICTED STOCK UNITS GRANTED	Below is a table summarizing all the RSUs grants to employees during the period from January 1, 2024 to June 30, 2024: SCHEDULE OF RESTRICTED STOCK UNITS GRANTED No. of Options Granted Vesting Period Fair Value at Grant (in thousands) Employees 50,000 Immediate $ 26
SCHEDULE OF SHARES AND WARRANTS GRANTS TO ADVISORS	SCHEDULE OF SHARES AND WARRANTS GRANTS TO ADVISORS Date of issue of share or warrant Reason for issue of share or warrant Consideration Exercise price of warrants Warrant vesting (subject to continued service provided to Company) Warrant expiry date January 25, 2024 Consideration for a past debt 164,000 March 7, 2024 Strategic advisor agreement 500,000 500,000 $ 1.03 One third on March 7, 2024, one third on June 5, 2024, and one third on September 3, 2024. March 6, 2029 April 18, 2024 Strategic advisor agreement Warrants to purchase 500,000 $ 1.03 One third on April 18, 2024, one third on July 18, 2024, and one third on October 18, 2024. April 17, 2029 April 23, 2024 Strategic advisor agreement Warrants to purchase 500,000 $ 1.03 One third on April 16, 2024, one third on July 16, 2024, and one third on October 16, 2024. April 22, 2029 May 22, 2024 Strategic advisor agreement Warrants to purchase 475,000 $ 1.03 One third on May 21, 2024, one third on August 21, 2024, and one third on November 21, 2024. May 21, 2029 No. of Warrants Granted Vesting Period Fair Value at Grant (in thousands) Warrants 1,975,000 Over a period of six months $ 568 Shares 664,000 N/A $ 326
SCHEDULE OF WARRANTS GRANTS ASSUMPTIONS	SCHEDULE OF WARRANTS GRANTS ASSUMPTIONS During the Period from January 1, 2024 to June 30, 2024 Value of one common share $ 0.51 0.84 Dividend yield 0 % Expected stock price volatility 87 90 Risk free interest rate 4.07 4.68 Expected term (years) 5
Options Granted To Employees [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
SCHEDULE OF EMPLOYEE STOCK OWNERSHIP PLAN DISCLOSURES	The table below summarizes the terms of options for the purchase of shares in the Company granted to employees during the period from January 1, 2024 to June 30, 2024: SCHEDULE OF EMPLOYEE STOCK OWNERSHIP PLAN DISCLOSURES No. of Options Granted Exercise Price Vesting Period Fair Value at Grant ( in thousands Expiration Period Employees 400,000 $ 0.50 0.63 Half quarterly over a period of two years and the rest quarterly over a period of four years $ 161 10
SCHEDULE OF STOCK OPTIONS ACTIVITY	The fair valuation of these option grants is based on the following assumptions: SCHEDULE OF STOCK OPTIONS ACTIVITY During the Period from January 1, 2024 to June 30, 2024 Value of one common share $ 0.49 0.63 Dividend yield 0 % Expected stock price volatility 79 85 % Risk free interest rate 3.86 4.28 % Expected term (years) 5.56 6.06

LOSS PER SHARE (Tables)

LOSS PER SHARE (Tables)	6 Months Ended
	Jun. 30, 2024
Earnings Per Share [Abstract]
SCHEDULE OF BASIC AND DILUTED LOSS PER SHARE	The following table sets forth the calculation of basic and diluted loss per share for the period indicated: SCHEDULE OF BASIC AND DILUTED LOSS PER SHARE June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023 Three Months Ended Six Months Ended June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023 (in thousands, except per share data) Basic and diluted: Net loss attributable to Orgenesis Inc. $ 8,904 $ 25,543 $ 18,669 $ 45,013 Adjustment of redeemable non-controlling interest to redemption amount - (3,671 ) - - Net loss attributable to Orgenesis Inc. for loss per share 8,904 $ 21,872 $ 18,669 $ 45,013 Weighted average number of common shares outstanding 38,860,727 28,603,597 35,979,567 27,546,229 Net loss per share $ 0.23 0.76 $ 0.52 $ 1.63

REVENUES (Tables)

REVENUES (Tables)	6 Months Ended
	Jun. 30, 2024
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 June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023 Three Months Ended Six Months Ended June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023 (in thousands) Revenue stream: Cell process development services and hospital services $ 246 $ 113 387 255 Total $ 246 $ 113 $ 387 $ 255
SCHEDULE OF BREAKDOWN OF REVENUES PER CUSTOMER	A breakdown of the revenues per customer constituted at least 10% of revenues is as follows: SCHEDULE OF BREAKDOWN OF REVENUES PER CUSTOMER June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023 Three Months Ended Six Months Ended June 30, 2024 June 30, 2023 June 30, 2024 June 30, 2023 (in thousands) Revenue earned: Customer A (United States) $ 225 $ 65 $ 300 $ 130 Customer B (United States) $ - $ - $ 60 $ - Customer C (United States) $ - $ 45 $ - $ 45 Customer D (United States) $ - $ - $ - $ 65
SCHEDULE OF ACTIVITY FOR TRADE RECEIVABLES	The activity for trade receivables is comprised of: SCHEDULE OF ACTIVITY FOR TRADE RECEIVABLES June 30, 2024 June 30, 2023 Six Months Ended June 30, 2024 June 30, 2023 (in thousands) Balance as of beginning of period $ 88 $ 36,183 Reconsolidation (deconsolidation) of Octomera 82 (5,985 ) Additions 380 293 Collections (822 ) (6,045 ) Allowances for credit losses 512 (24,388 ) Exchange rate differences - (52 ) Balance as of end of period $ 240 $ 6
SCHEDULE OF ACTIVITY FOR CONTRACT LIABILITIES	The activity for contract liabilities is comprised of: SCHEDULE OF ACTIVITY FOR CONTRACT LIABILITIES June 30, 2024 June 30, 2023 Six Months Ended June 30, 2024 June 30, 2023 (in thousands) Balance as of beginning of period $ 200 $ 70 Deconsolidation of Octomera 110 (106 ) Deconsolidation of OBI (60 ) - Deconsolidation (60 ) - Additions 110 36 Realizations (10 ) - Balance as of end of period $ 350 $ -

DESCRIPTION OF BUSINESS (Detail

DESCRIPTION OF BUSINESS (Details Narrative) - USD ($)			6 Months Ended
	May 31, 2024	May 21, 2024	Jun. 30, 2024	Jun. 30, 2023	Jan. 29, 2024	Dec. 31, 2023	Sep. 27, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Commons stock, par value			$ 0.0001			$ 0.0001
Accumulated deficit			$ 195,291,000			$ 176,622,000
Net Cash Provided by (Used in) Operating Activities			$ 10,348,000	$ 13,154,000
Debt Exchange Agreements [Member] | Three Convertible Debt Holders [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Outstanding principal and accrued interest	$ 16,007,372	$ 16,007
Number of shares issued	15,776,947	15,776,947
Octomera LLC [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Equity method investment, ownership percentage					100%
ORGS [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Commons stock, par value			$ 0.0001
Minimum closing bid price							$ 1

SCHEDULE OF SEGMENT REPORTING (

SCHEDULE OF SEGMENT REPORTING (Details) - USD ($) $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2024		Jun. 30, 2023		Jun. 30, 2024		Jun. 30, 2023
Segment Reporting Information [Line Items]
Revenues	$ 246		$ 113		$ 387		$ 255
Cost of revenues	(289)	[1]	(2,996)	[2]	(666)	[3]	(5,482)	[4]
Gross profit	(43)		(2,883)		(279)		(5,227)
Cost of development services and research and development expenses	(1,318)	[1]	(3,395)	[2]	(3,585)	[3]	(6,552)	[4]
Operating expenses	(2,183)	[1]	(18,195)	[2]	(8,229)	[3]	(31,712)	[4]
Loss from deconsolidation of Octomera			(5,343)		(66)		(5,343)
Other income	8				8		2
Depreciation and amortization	(706)		(597)		(1,087)		(1,175)
Loss from extinguishment in connection with convertible loan					(141)		(283)
Financial expenses, net	(815)		(692)		(1,667)		(1,373)
Convertible loans induced conversion expenses	(4,304)				(4,304)
Loss before income taxes	(9,361)		(31,102)		(19,350)		(54,350)
Credit losses on convertible loan receivable							(2,688)
Share in net income of associated companies			3				1
Octomera [Member]
Segment Reporting Information [Line Items]
Revenues	21		3		50		15
Cost of revenues	(110)	[1]	(2,776)	[2]	(1,047)	[3]	(5,084)	[4]
Gross profit	(89)		(2,773)		(997)		(5,069)
Cost of development services and research and development expenses	(1,466)	[1]	(2,420)	[2]	(3,251)	[3]	(4,501)	[4]
Operating expenses	(483)	[1]	(16,787)	[2]	(546)	[3]	(27,990)	[4]
Loss from deconsolidation of Octomera
Other income							2
Depreciation and amortization	(440)		(394)		(870)		(779)
Loss from extinguishment in connection with convertible loan
Financial expenses, net	(264)		(229)		(554)		(495)
Convertible loans induced conversion expenses
Loss before income taxes	(2,742)		(22,603)		(6,218)		(38,832)
Credit losses on convertible loan receivable
Share in net income of associated companies
Therapies [Member]
Segment Reporting Information [Line Items]
Revenues	225		110		360		240
Cost of revenues	(179)	[1]	(220)	[2]	(329)	[3]	(398)	[4]
Gross profit	46		(110)		31		(158)
Cost of development services and research and development expenses	148	[1]	(975)	[2]	(1,031)	[3]	(2,051)	[4]
Operating expenses	(1,518)	[1]	(1,408)	[2]	(7,037)	[3]	(3,722)	[4]
Loss from deconsolidation of Octomera
Other income	8				8
Depreciation and amortization	(193)		(203)		(387)		(396)
Loss from extinguishment in connection with convertible loan					(141)		(283)
Financial expenses, net	(551)		(464)		(1,237)		(879)
Convertible loans induced conversion expenses	(4,304)				(4,304)
Loss before income taxes	(6,364)		(3,157)		(14,098)		(10,176)
Credit losses on convertible loan receivable							(2,688)
Share in net income of associated companies			3				1
Eliminations [Member]
Segment Reporting Information [Line Items]
Revenues					(23)
Cost of revenues		[1]		[2]	710	[3]		[4]
Gross profit					687
Cost of development services and research and development expenses		[1]		[2]	697	[3]		[4]
Operating expenses	(182)	[1]		[2]	(646)	[3]		[4]
Loss from deconsolidation of Octomera			(5,343)		(66)		(5,343)
Other income
Depreciation and amortization	(73)				170
Loss from extinguishment in connection with convertible loan
Financial expenses, net			1		124		1
Convertible loans induced conversion expenses
Loss before income taxes	$ (255)		(5,342)		$ 966		(5,342)
Credit losses on convertible loan receivable
Share in net income of associated companies
[1]Excluding Depreciation, amortization expenses[2]Excluding Depreciation, amortization expenses[3]Excluding Depreciation, amortization expenses[4]Excluding Depreciation, amortization expenses

SCHEDULE OF PURCHASE PRICE TO T

SCHEDULE OF PURCHASE PRICE TO THE FAIR VALUES OF THE ASSETS ACQUIRED AND LIABILITIES ASSUMED (Details) - Octomera [Member] $ in Thousands	Jun. 30, 2024 USD ($)
Restructuring Cost and Reserve [Line Items]
Total Contingent consideration to MM for royalty and milestone payments	$ 4,643
Total assets acquired:
Cash and cash equivalents	139
Property, plants and equipment, net	17,852
Other Assets	3,478
Total assets	21,469
Total liabilities assumed:
Total current liabilities	(12,518)
Total long-term liabilities	(5,628)
Total liabilities	(18,146)
Know how Technology	1,728
Total Net Assets	5,051
Fair-Value of Non-controlling interests	(408)
Total liability to MM	$ 4,643

SCHEDULE OF KEY INPUTS FOR THE

SCHEDULE OF KEY INPUTS FOR THE FAIR VALUES VALUATION (Details) - Octomera [Member]	Jan. 29, 2024
Measurement Input, Discount Rate [Member]
Restructuring Cost and Reserve [Line Items]
Measurement input	40
Measurement Input, Risk Free Interest Rate [Member]
Restructuring Cost and Reserve [Line Items]
Measurement input	4.4
Measurement Input, Long-Term Revenue Growth Rate [Member]
Restructuring Cost and Reserve [Line Items]
Measurement input	50

SCHEDULE OF KEY INPUTS (Details

SCHEDULE OF KEY INPUTS (Details) - Fair Value, Inputs, Level 3 [Member]		6 Months Ended
	Jan. 29, 2024	Jun. 30, 2024
Measurement Input Standard Deviation [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	13.5	13.5
Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	4.4	4.6
Measurement Input Trigger Event [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Possible trigger event examination	10 years	10 years
Measurement Input, Long-Term Revenue Growth Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	50	50
Measurement Input Trigger Events [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	30	30
Measurement Input, Revenue Multiple [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	10	9.75

SCHEDULE OF DECONSOLIDATE ASSET

SCHEDULE OF DECONSOLIDATE ASSETS AND LIABILITIES (Details) - Orgenesis Biotech Israel Limited [Member] $ in Thousands	Feb. 14, 2024 USD ($)
Restructuring Cost and Reserve [Line Items]
Cash and cash equivalents	$ 4
Property, plants and equipment, net	2,884
Other Assets	1,422
Total assets	4,310
Total liabilities assumed:	4,244
Total Net Assets	66
Loss from deconsolidation of OBI	$ 66

RECONSOLIDATION OF OCTOMERA L_3

RECONSOLIDATION OF OCTOMERA LLC (Details Narrative) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		6 Months Ended
	Jan. 29, 2024	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Defined Benefit Plan Disclosure [Line Items]
Net loss		$ (8,904)	$ (25,543)	$ (18,669)	$ (45,013)
Recognized loss on deconsolidation				66
Fair Value, Inputs, Level 3 [Member]
Defined Benefit Plan Disclosure [Line Items]
Derivative Assets (Liabilities), at Fair Value, Net	$ 4,643	4,825		4,825
[custom:RevaluationExpense-0]		$ 182		$ 182
Know How Technology [Member]
Defined Benefit Plan Disclosure [Line Items]
Intangible assets useful life		10 years		10 years
Octomera [Member]
Defined Benefit Plan Disclosure [Line Items]
Recognition of intangible asset		$ 1,728		$ 1,728
Liability to MM		4,643		4,643
Transaction cost		0		50
Revenues	23
Net loss	$ 1,244
10 Secured Promissory Notes [Member]
Defined Benefit Plan Disclosure [Line Items]
Original principal amount		2,600		2,600
Unit Purchase Agreement [Member]
Defined Benefit Plan Disclosure [Line Items]
Milestone payments				$ 40,000
Milestone sales percentage				5%
Metalmark [Member] | Unit Purchase Agreement [Member]
Defined Benefit Plan Disclosure [Line Items]
Royalty percentage to be received				5%
Related Party [Member]
Defined Benefit Plan Disclosure [Line Items]
Accounts payable related parties		$ 2,696		$ 2,696		$ 133

EQUITY (Details Narrative)

EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands			6 Months Ended
	May 10, 2024	Mar. 03, 2024	Jun. 30, 2024	Jun. 30, 2023	May 22, 2024	Apr. 23, 2024	Apr. 18, 2024	Mar. 07, 2024
Subsidiary, Sale of Stock [Line Items]
Purchase of warrants								500,000
Exercise price of warrants					$ 1.03	$ 1.03	$ 1.03	$ 1.03
Gross proceeds from offering			$ 2,528	$ 3,341
Securities Purchase Agreement [Member]
Subsidiary, Sale of Stock [Line Items]
Gross proceeds from offering	$ 154
Securities Purchase Agreement [Member] | Warrant [Member]
Subsidiary, Sale of Stock [Line Items]
Purchase of warrants	150,000
Exercise price of warrants	$ 1.50
Securities Purchase Agreement [Member] | Warrant One [Member]
Subsidiary, Sale of Stock [Line Items]
Purchase of warrants	150,000
Exercise price of warrants	$ 2
Securities Purchase Agreement [Member] | Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Common stock shares issued and sell	150,000	2,272,719
Sale of stock, price per share	$ 1.03	$ 1.03
Gross proceeds from offering		$ 2,300
Securities Purchase Agreement [Member] | Private Placement [Member] | Warrant One [Member]
Subsidiary, Sale of Stock [Line Items]
Purchase of warrants		2,272,719
Exercise price of warrants		$ 2
Securities Purchase Agreement [Member] | Private Placement [Member] | Warrant [Member]
Subsidiary, Sale of Stock [Line Items]
Purchase of warrants		2,272,719
Exercise price of warrants		$ 1.50

SCHEDULE OF LONG TERM CONVERTIB

SCHEDULE OF LONG TERM CONVERTIBLE NOTES (Details) - USD ($) $ / shares in Units, $ in Thousands		6 Months Ended		12 Months Ended
		Jun. 30, 2024		Dec. 31, 2023	Jan. 31, 2024
Debt Instrument [Line Items]
Current Conversion Price of loan into equity					$ 0.85
Convertible Loans One [Member]
Debt Instrument [Line Items]
Principal Amount at Issuance		$ 100		$ 750
Issuance Date (Year)		2019		2018
Current Interest Rate		8%		10%
Current Maturity (Year)		2024		2026
Current Conversion Price of loan into equity		$ 1.03		$ 2.50
Convertible Loans Two [Member]
Debt Instrument [Line Items]
Principal Amount at Issuance		$ 100		$ 1,500
Issuance Date (Year)		2020		2019
Current Interest Rate		8%		10%
Current Maturity (Year)		2024		2026
Current Conversion Price of loan into equity		$ 1.03		$ 2.50
Convertible Loans Three [Member]
Debt Instrument [Line Items]
Principal Amount at Issuance		$ 1,150		$ 100
Issuance Date (Year)		2022		2019
Current Interest Rate		6%		8%
Current Maturity (Year)		2023	[1]	2024
Current Conversion Price of loan into equity		$ 4.50		$ 7
Convertible Loans Four [Member]
Debt Instrument [Line Items]
Principal Amount at Issuance		$ 5,000		$ 5,000
Issuance Date (Year)		2023		2019
Current Interest Rate		8%		10%
Current Maturity (Year)		2026		2026
Current Conversion Price of loan into equity		$ 2.46		$ 2.50
Convertible Loans [Member]
Debt Instrument [Line Items]
Principal Amount at Issuance		$ 6,350		$ 19,335
Convertible Loans Five [Member]
Debt Instrument [Line Items]
Principal Amount at Issuance				$ 100
Issuance Date (Year)				2020
Current Interest Rate				8%
Current Maturity (Year)				2024
Current Conversion Price of loan into equity				$ 7
Convertible Loans Six [Member]
Debt Instrument [Line Items]
Principal Amount at Issuance				$ 5,000
Issuance Date (Year)				2022
Current Interest Rate				10%
Current Maturity (Year)				2026
Current Conversion Price of loan into equity				$ 2.50
Convertible Loans Seven [Member]
Debt Instrument [Line Items]
Principal Amount at Issuance				$ 1,150
Issuance Date (Year)				2022
Current Interest Rate				6%
Current Maturity (Year)	[2]			2023
Current Conversion Price of loan into equity				$ 4.50
Convertible Loans Eight [Member]
Debt Instrument [Line Items]
Principal Amount at Issuance				$ 5,000
Issuance Date (Year)				2023
Current Interest Rate				8%
Current Maturity (Year)				2026
Current Conversion Price of loan into equity				$ 2.46
Convertible Loans Nine [Member]
Debt Instrument [Line Items]
Principal Amount at Issuance				$ 735
Issuance Date (Year)				2023
Current Interest Rate				8%
Current Maturity (Year)				2024
Current Conversion Price of loan into equity				$ 0.85
[1]Was not repaid by June 30, 2024.[2]Was not yet paid by December 31, 2023.

CONVERTIBLE LOANS (Details Narr

CONVERTIBLE LOANS (Details Narrative) - USD ($)				1 Months Ended	6 Months Ended
	May 31, 2024	May 21, 2024	Jan. 01, 2024	Jan. 31, 2024	Jun. 30, 2024	May 22, 2024	Apr. 23, 2024	Apr. 18, 2024	Mar. 07, 2024	Dec. 31, 2023	Sep. 29, 2023
Debt Instrument [Line Items]
Common stock issued					47,212,473					32,163,630
Exchange price				$ 0.85
Number of securities called by warrants or rights									500,000
Exercise price of warrants						$ 1.03	$ 1.03	$ 1.03	$ 1.03
Debt Exchange Agreements [Member]
Debt Instrument [Line Items]
Debt instrument, maturity date			Dec. 31, 2024	Dec. 31, 2026
Number of securities called by warrants or rights			360,000	840,000
Exercise price of warrants			$ 0.85	$ 0.85
Debt Exchange Agreements [Member] | Three Convertible Debt Holders [Member]
Debt Instrument [Line Items]
Outstanding principal and accrued interest	$ 16,007,372	$ 16,007
Number of shares issued	15,776,947	15,776,947
Common stock issued					11,829,128
Outstanding principal					$ 14,784
Debt conversion expense					$ 4,304
Debt Exchange Agreements [Member] | Three Convertible Debt Holders [Member] | Maximum [Member]
Debt Instrument [Line Items]
Exchange price					$ 2.50
Debt Exchange Agreements [Member] | Three Convertible Debt Holders [Member] | Minimum [Member]
Debt Instrument [Line Items]
Exchange price					$ 1.03
Sai Convertible Loan Agreement [Member] | Lender [Member]
Debt Instrument [Line Items]
Principal loan amount											$ 25,000

SCHEDULE OF LONG TERM LOANS (De

SCHEDULE OF LONG TERM LOANS (Details) - Long-Term Debt [Member] - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Short-Term Debt [Line Items]
Original principal amount	$ 2,600
Interest rate	10%
Year of maturity	2034
Long term debt	$ 2,762

SCHEDULE OF SHORT TERM LOANS (D

SCHEDULE OF SHORT TERM LOANS (Details) € in Thousands, $ in Thousands		Jun. 30, 2024 USD ($)	Jun. 30, 2024 EUR (€)		Dec. 31, 2023 USD ($)		Dec. 31, 2023 EUR (€)
Short-Term Debt [Line Items]
Short term debt		$ 1,186			$ 650
Short-Term Debt [Member]
Short-Term Debt [Line Items]
Interest rate		8%	8%
Short term debt		$ 268			258
Short Term Debt One [Member]
Short-Term Debt [Line Items]
Interest rate		10%	10%
Short term debt		$ 814			61
Short Term Debt Two [Member]
Short-Term Debt [Line Items]
Interest rate	[1]	8%	8%
Short term debt					331	[2]
Short Term Debt Three [Member]
Short-Term Debt [Line Items]
Interest rate		6%	6%
Short term debt		$ 90
Short Term Debt Four [Member]
Short-Term Debt [Line Items]
Interest rate	[1]	8%	8%
Short term debt | €			€ 14	[2]
[1]Weighted average interest.[2]The terms of the loan were amended on January 1, 2024. Under the new terms, the loan became convertible into shares of Common Stock and the lender agreed to extend the maturity date to December 31, 2024 360,000 0.85 0.85

SCHEDULE OF SHORT TERM LOANS -

SCHEDULE OF SHORT TERM LOANS - Parenthetical (Details) - $ / shares		1 Months Ended
	Jan. 01, 2024	Jan. 31, 2024	May 22, 2024	Apr. 23, 2024	Apr. 18, 2024	Mar. 07, 2024
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of securities called by warrants or rights						500,000
Exercise price of warrants			$ 1.03	$ 1.03	$ 1.03	$ 1.03
Conversion price		$ 0.85
Debt Exchange Agreements [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Debt instrument, maturity date	Dec. 31, 2024	Dec. 31, 2026
Number of securities called by warrants or rights	360,000	840,000
Exercise price of warrants	$ 0.85	$ 0.85

LOANS (Details Narrative)

LOANS (Details Narrative) - Loan Agreement [Member] $ in Thousands	Jul. 03, 2024 USD ($)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Outstanding principal and accrued interest	$ 2,000
Interest rate	10%

SCHEDULE OF EMPLOYEE STOCK OWNE

SCHEDULE OF EMPLOYEE STOCK OWNERSHIP PLAN DISCLOSURES (Details) - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Fair value at grant		$ 326
Employees [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
No of options granted	400,000
Stock options vesting period description	Half quarterly over a period of two years and the rest quarterly over a period of four years
Fair value at grant	$ 161
Expiration period	10 years
Employees [Member] | Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise price	$ 0.50
Employees [Member] | Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise price	$ 0.63

SCHEDULE OF STOCK OPTIONS ACTIV

SCHEDULE OF STOCK OPTIONS ACTIVITY (Details) - Employees [Member]	6 Months Ended
	Jun. 30, 2024 $ / shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Dividend yield	0%
Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Value of one common share	$ 0.49
Expected stock price volatility	79%
Risk free interest rate	3.86%
Expected term (years)	5 years 6 months 21 days
Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Value of one common share	$ 0.63
Expected stock price volatility	85%
Risk free interest rate	4.28%
Expected term (years)	6 years 21 days

SCHEDULE OF RESTRICTED STOCK UN

SCHEDULE OF RESTRICTED STOCK UNITS GRANTED (Details) - USD ($) shares in Thousands, $ in Thousands	5 Months Ended	6 Months Ended
	Jun. 01, 2024	Jun. 30, 2024
Share-Based Payment Arrangement [Abstract]
Restricted stock units granted	50,000
Restricted stock unit vesting period description		Immediate
Fair value at grant of restricted stock units		$ 26

SCHEDULE OF SHARES AND WARRANTS

SCHEDULE OF SHARES AND WARRANTS GRANTS TO ADVISORS (Details) - USD ($) $ / shares in Units, $ in Thousands						5 Months Ended	6 Months Ended	12 Months Ended
	May 22, 2024	Apr. 23, 2024	Apr. 18, 2024	Mar. 07, 2024	Jan. 25, 2024	Jun. 01, 2024	Jun. 30, 2024	Dec. 31, 2022
Reason for issue of share or warrant	Strategic advisor agreement	Strategic advisor agreement	Strategic advisor agreement	Strategic advisor agreement	Consideration for a past debt
Number of shares issued	475,000	500,000	500,000	500,000	164,000
Number of securities called by warrants or rights				500,000
Exercise price of warrants	$ 1.03	$ 1.03	$ 1.03	$ 1.03
Warrant vesting	One third on May 21, 2024, one third on August 21, 2024, and one third on November 21, 2024.	One third on April 16, 2024, one third on July 16, 2024, and one third on October 16, 2024.	One third on April 18, 2024, one third on July 18, 2024, and one third on October 18, 2024.	One third on March 7, 2024, one third on June 5, 2024, and one third on September 3, 2024.
Warrant expiry date	May 21, 2029	Apr. 22, 2029	Apr. 17, 2029	Mar. 06, 2029
Number of options granted						50,000,000
Fair value at grant								$ 326
Number of shares granted							664,000
Warrant [Member]
Number of options granted							1,975,000
Vesting peirod description							six months
Fair value at grant							$ 568

SCHEDULE OF WARRANTS GRANTS ASS

SCHEDULE OF WARRANTS GRANTS ASSUMPTIONS (Details) - Warrant [Member]	6 Months Ended
	Jun. 30, 2024 $ / shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Dividend yield	0%
Options Granted To Non Employees [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term (years)	5 years
Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Value of one common share	$ 0.51
Expected stock price volatility	87%
Risk free interest rate	4.07%
Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Value of one common share	$ 0.84
Expected stock price volatility	90%
Risk free interest rate	4.68%

SCHEDULE OF BASIC AND DILUTED L

SCHEDULE OF BASIC AND DILUTED LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Earnings Per Share [Abstract]
Net loss attributable to Orgenesis Inc.	$ 8,904	$ 25,543	$ 18,669	$ 45,013
Adjustment of redeemable non-controlling interest to redemption amount		(3,671)
Net loss attributable to Orgenesis Inc. for loss per share	$ 8,904	$ 21,872	$ 18,669	$ 45,013
Weighted average number of common shares outstanding - basic	38,860,727	28,603,597	35,979,567	27,546,229
Weighted average number of common shares outstanding - diluted	38,860,727	28,603,597	35,979,567	27,546,229
Net loss per share - basic	$ 0.23	$ 0.76	$ 0.52	$ 1.63
Net loss per share - diluted	$ 0.23	$ 0.76	$ 0.52	$ 1.63

LOSS PER SHARE (Details Narrati

LOSS PER SHARE (Details Narrative) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
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	16,917,024	7,916,597	14,247,610	7,673,798
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	2,313,348	5,184,127	2,313,348	7,101,236

SCHEDULE OF DISAGGREGATION OF R

SCHEDULE OF DISAGGREGATION OF REVENUE (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Disaggregation of Revenue [Line Items]
Total	$ 246	$ 113	$ 387	$ 255
Cell Process Development Services And Hospital Services [Member]
Disaggregation of Revenue [Line Items]
Total	$ 246	$ 113	$ 387	$ 255

SCHEDULE OF BREAKDOWN OF REVENU

SCHEDULE OF BREAKDOWN OF REVENUES PER CUSTOMER (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Disaggregation of Revenue [Line Items]
Customer D (United States)	$ 246	$ 113	$ 387	$ 255
Customer A [Member] | UNITED STATES
Disaggregation of Revenue [Line Items]
Customer D (United States)	225	65	300	130
Customer B [Member] | UNITED STATES
Disaggregation of Revenue [Line Items]
Customer D (United States)			60
Customer C [Member] | UNITED STATES
Disaggregation of Revenue [Line Items]
Customer D (United States)		45		45
Customer D [Member] | UNITED STATES
Disaggregation of Revenue [Line Items]
Customer D (United States)				$ 65

SCHEDULE OF ACTIVITY FOR TRADE

SCHEDULE OF ACTIVITY FOR TRADE RECEIVABLES (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Revenue from Contract with Customer [Abstract]
Balance as of beginning of period	$ 88	$ 36,183
Reconsolidation (deconsolidation) of Octomera	82	(5,985)
Additions	380	293
Collections	(822)	(6,045)
Allowances for credit losses	512	(24,388)
Exchange rate differences		(52)
Balance as of end of period	$ 240	$ 6

SCHEDULE OF ACTIVITY FOR CONTRA

SCHEDULE OF ACTIVITY FOR CONTRACT LIABILITIES (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Balance as of beginning of period	$ 200	$ 70
Additions	110	36
Realizations	(10)
Balance as of end of period	350
Octomera [Member]
Deconsolidation	110	(106)
OBI [Member]
Deconsolidation	$ (60)

OTHER SIGNIFICANT TRANSACTION_2

OTHER SIGNIFICANT TRANSACTIONS AND AGREEMENTS DURING THE SIX MONTHS ENDED JUNE 30, 2024 (Details Narrative) - USD ($)	Apr. 05, 2024	Jun. 30, 2024
Other Significant Transactions And Agreements During Six Months Ended June 30 2024
Aggregate purchase price payable by Germfree	$ 8,340
Advance payments from Germfree		$ 6,720

LEGAL PROCEEDINGS (Details Narr

LEGAL PROCEEDINGS (Details Narrative)

3 Months Ended

6 Months Ended

Jun. 30, 2024 USD ($)

Nov. 01, 2023 ILS (₪)

Oct. 26, 2023 USD ($)

Jan. 18, 2022 ILS (₪)

Sep. 30, 2024 USD ($)

Jun. 30, 2024 USD ($)

May 22, 2024 $ / shares

Apr. 23, 2024 $ / shares

Apr. 18, 2024 $ / shares

Mar. 07, 2024 $ / shares

Nov. 01, 2023 USD ($) $ / shares shares

Nov. 01, 2023 ILS (₪) shares

Sep. 06, 2023 USD ($)

Jun. 30, 2018 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 | ₪

₪ 10,000,000

Royalty guarantee commitments amount

$ 896,000

Plaintiffs request damages amount | ₪

₪ 40,140

Warrants exercise price | $ / shares

$ 1.03

$ 1.03

$ 1.03

$ 1.03

Issuance of shares | shares

11,869,600

11,869,600

Common Stock [Member]

Principal amount outstanding

$ 383,000

Issuance of shares | shares

107,985

Unsecured Convertible Note Agreements [Member]

Unsecured convertible debt

$ 280,000

₪ 1,000,000

Monthly interest rate

2%

2%

Gain loss related to litigation settlement

$ 37

Proceeds from Legal Settlements

140,000

Additional amount to be paid for failure litigation settlement amount awarded from other party

286,000

$ 286,000

Unsecured Convertible Note Agreements [Member] | Subsequent Event [Member]

Litigation Settlement, Amount Awarded from Other Party

$ 427,000

Gain loss related to litigation settlement

114

Additional amount to be paid for failure litigation settlement amount awarded from other party

$ 211,000

Consultation Agreement [Member]

Warrants awarded | shares

800,000

800,000

Warrants exercise price | $ / shares

$ 0.52

Unsecured Convertible Note One Agreements [Member]

Gain loss related to litigation settlement

76

Unsecured Convertible Note Two Agreements [Member]

Gain loss related to litigation settlement

$ 12

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 ($)	Jul. 12, 2024	Jul. 10, 2024
Theracell [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Description of ownership percentage	50% of the outstanding ownership rights and equity interests in Theracell Laboratories IKE (“Theracell IKE”) not currently owned by the Company so that the Company shall own 100% of the outstanding equity interests of Theracell IKE
Subsequent Event [Member] | Broaden [Member]
Subsequent Event [Line Items]
Intangiable asset purchase price valued by third party		$ 11,000
Intangiable asset purchase price valued by third party		$ 10,767
Share price		$ 3
Common stock issue price		10%
Subsequent Event [Member] | Theracell [Member]
Subsequent Event [Line Items]
Intangiable asset purchase price valued by third party		$ 10,324
Intangiable asset purchase price valued by third party	$ 13,000
Payment description as per agreement	The aggregate Consideration will be paid by the Company as follows: (i) $400 will be paid to Theracell within 60 days after signing of the Purchase Agreement, (ii) $250 will be paid to Theracell within one year after signing of the Purchase Agreement, and (iii) the remaining amount (less any Debt) will be paid to Theracell in four equal annual payments beginning on December 30, 2025 and ending on December 30, 2028