Orgenesis (ORGS) 10-Q 13 Nov 24 2024 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2024	Nov. 13, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Period Focus	Q3
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
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		5,169,248

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
CURRENT ASSETS:
Cash and cash equivalents	$ 204	$ 837
Restricted cash	918	642
Accounts receivable, net of credit losses of $14,397 as of September 30, 2024 ($0 as of December 31, 2023)	161	88
Prepaid expenses and other receivables	1,236	2,017
Receivable from related parties		458
Inventory		34
Total current assets	2,519	4,076
NON-CURRENT ASSETS:
Deposits	55	38
Investments to associates	8	8
Property, plant and equipment, net	14,901	1,475
Intangible assets, net	8,528	7,375
Operating lease right-of-use assets	2,121	351
Goodwill	1,211	1,211
Other assets	344	18
Total non-current assets	27,168	10,476
TOTAL ASSETS	29,687	14,552
CURRENT LIABILITIES:
Advance payments from Germfree (See note 11a)	6,720
Accrued expenses and other payables	2,690	2,218
Income tax payable	784	740
Employees and related payables	1,853	1,079
Other payable related parties		52
Advance payments on account of grant	2,771	2,180
Short-term loans	4,905	650
Current maturities of finance leases	46	18
Current maturities of operating leases	277	216
Short-term and current maturities of convertible loans	1,966	2,670
TOTAL CURRENT LIABILITIES	36,049	16,407
LONG-TERM LIABILITIES:
Non-current operating leases	1,839	96
Loans payable	2,828
Convertible loans	5,435	18,967
Retirement benefits obligation	101
Finance leases	1	4
Contingent consideration (see note 4)	4,906
Other long-term liabilities	2,456	61
TOTAL LONG-TERM LIABILITIES	17,566	19,128
TOTAL LIABILITIES	53,615	35,535
CAPITAL DEFICIENCY:
Common stock of $0.0001 par value: Authorized at September 30, 2024 and December 31, 2023: 14,583,333 shares; Issued at September 30, 2024 and December 31, 2023: 4,799,323 and 3,216,363 shares, respectively; Outstanding at September 30, 2024 and December 31, 2023: 4,770,666 and 3,187,706 shares, respectively	5	3
Additional paid-in capital	181,991	156,837
Accumulated other comprehensive income	(215)	65
Treasury stock 28,656 shares as of September 30, 2024 and December 31, 2023	(1,266)	(1,266)
Accumulated deficit	(204,411)	(176,622)
Equity attributable to Orgenesis Inc.	(23,896)	(20,983)
Non-controlling interest	(32)
TOTAL CAPITAL DEFICIENCY	(23,928)	(20,983)
TOTAL LIABILITIES AND CAPITAL DEFICIENCY	29,687	14,552
Nonrelated Party [Member]
CURRENT LIABILITIES:
Accounts payable	11,338	6,451
Related Party [Member]
CURRENT LIABILITIES:
Accounts payable	$ 2,699	$ 133

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Allowance for credit losses	$ 14,397	$ 0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	14,583,333	14,583,333
Common stock, shares issued	4,799,323	3,216,363
Common stock, shares outstanding	4,770,666	3,187,706
Treasury stock, shares	28,656	28,656

Condensed Consolidated Statemen

Condensed Consolidated Statements of Loss and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Revenues	$ 347	$ 110	$ 734	$ 365
Cost of revenues	585	139	1,615	6,093
Gross loss	(238)	(29)	(881)	(5,728)
Cost of development services and research and development expenses	4,523	808	8,382	7,616
Amortization of intangible assets	196	153	575	568
Change in Contingent consideration	81		263
Selling, general and administrative expenses including credit losses of $ 2,725 for the nine months ended September 30, 2024 and $0 for the three months ended September 30, 2024 and $24,367 for the nine months ended September 30, 2023 and $0 for the three months ended September 30, 2023	2,664	1,245	10,781	32,989
Impairment expenses on Property, plant and equipment	692		692
Operating loss	8,394	2,235	21,574	46,901
Loss from deconsolidation of OBI and Octomera (see note 4)			66	5,343
Other income (expense), net	122	(2)	114	(4)
Credit loss on convertible loan receivable				2,688
Loss from extinguishment in connection with convertible loan			141	283
Financial expenses, net	718	545	2,385	1,918
Convertible loans induced conversion expenses			4,304
Share in net loss profit of associated companies		553		552
Loss before income taxes	9,234	3,331	28,584	57,681
Tax expenses	32	394	53	614
Net loss	9,266	3,725	28,637	58,295
Net loss attributable to non-controlling interests (including redeemable)	(146)		(848)	(9,557)
Net loss attributable to Orgenesis Inc.	$ 9,120	$ 3,725	$ 27,789	$ 48,738
Loss per share:
Basic	$ 1.93	$ 0.12	$ 7.06	$ 1.70
Diluted	$ 1.93	$ 0.12	$ 7.06	$ 1.70
Weighted average number of shares used in computation of Basic and Diluted loss per share:
Basic	4,715,229	3,002,259	3,938,419	2,868,078
Diluted	4,715,229	3,002,259	3,938,419	2,868,078
Net loss	$ 9,266	$ 3,725	$ 28,637	$ 58,295
Other comprehensive loss (income) - translation adjustments	517	(9)	280	43
Release of translation adjustment due to deconsolidation of Octomera				(384)
Comprehensive loss	9,783	3,716	28,917	57,954
Comprehensive loss attributed to non-controlling interests	(146)		(848)	(9,557)
Comprehensive loss attributed to Orgenesis Inc.	$ 9,637	$ 3,716	$ 28,069	$ 48,397

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Loss and Comprehensive Loss (Unaudited) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Credit losses expenses	$ 0	$ 0	$ 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]		AOCI Attributable to Parent [Member]	Treasury Stock, Common [Member]	Retained Earnings [Member]	Parent [Member]		Noncontrolling Interest [Member]	Total
Balance at Dec. 31, 2022	$ 3		$ 150,355		$ (270)	$ (1,266)	$ (121,261)	$ 27,561		$ 1,510	$ 29,071
Balance, shares at Dec. 31, 2022	2,554,455
Stock-based compensation			387					387			387
Issuance of warrants with respect to loans (see note 7)			449					449			449
Extinguishment in connection with convertible loan restructuring			287					287			287
Issuance of shares due to exercise of warrants		[1]
Issuance of shares due to exercise of warrants, shares	97,368
Comprehensive income (loss) for the period					(43)		(48,738)	(48,781)		(150)	(48,931)
Issuance of shares and warrants net of issuance costs		[1]	4,341					4,341			4,341
Issuance of shares and warrants net of issuance costs, shares	394,739
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)
Balance at Sep. 30, 2023	$ 3		155,819		71	(1,266)	(169,999)	(15,372)			(15,372)
Balance, shares at Sep. 30, 2023	3,046,562
Balance at Jun. 30, 2023	$ 3		154,743		62	(1,266)	(166,274)	(12,732)			(12,732)
Balance, shares at Jun. 30, 2023	2,846,562
Stock-based compensation			76					76			76
Comprehensive income (loss) for the period					9		(3,725)	(3,716)			(3,716)
Issuance of shares		[2]	1,000					1,000			1,000
Issuance of shares, shares	200,000
Balance at Sep. 30, 2023	$ 3		155,819		71	(1,266)	(169,999)	(15,372)			(15,372)
Balance, shares at Sep. 30, 2023	3,046,562
Balance at Dec. 31, 2023	$ 3		156,837		65	(1,266)	(176,622)	(20,983)			(20,983)
Balance, shares at Dec. 31, 2023	3,187,588
Stock-based compensation			304					304			304
RSUs vested		[3]							[3]			[3]
RSUs vested, shares	9,949
Exercise of options		[3]	13					13			13
Exercise of options, shares	25,519
Issuance of shares to service providers			1,506					1,506			1,506
Issuance of shares to service providers, shares	116,400
Exchange of convertible loans for equity	$ 1		20,310					20,311			20,311
Exchange of convertible loans for equity, shares	1,182,913
Issuance of warrants with respect to loans (see note 7)			745					745			745
Extinguishment in connection with convertible loan restructuring			141					141			141
Issuance of shares and warrants		[3]	2,496					2,496			2,496
Issuance of shares and warrants, shares	242,272
NCI arising from Octomera reconsolidation										408	408
Transaction with NCI (see note 11b)			(408)					(408)		408
Issuance of shares due to exercise of warrants	$ 1		47					48			48
Issuance of shares due to exercise of warrants, shares	6,026
Comprehensive income (loss) for the period					(280)		(27,789)	(28,069)		(848)	(28,917)
Balance at Sep. 30, 2024	$ 5		181,991		(215)	(1,266)	(204,411)	(23,896)		(32)	(23,928)
Balance, shares at Sep. 30, 2024	4,770,667
Balance at Jun. 30, 2024	$ 5		180,752		302	(1,266)	(195,291)	(15,498)		(294)	(15,792)
Balance, shares at Jun. 30, 2024	4,692,473
Stock-based compensation			89					89			89
RSUs vested		[4]
RSUs vested, shares	1,649
Exercise of options		[4]		[4]					[4]			[4]
Exercise of options, shares	23,019
Issuance of shares to service providers		[4]	816					816			816
Issuance of shares to service providers, shares	50,000
Issuance of warrants with respect to loans (see note 7)			714					714			714
Transaction with NCI (see note 11b)			(408)					(408)		408
Issuance of shares due to exercise of warrants		[4]	28					28			28
Issuance of shares due to exercise of warrants, shares	3,526
Comprehensive income (loss) for the period					(517)		(9,120)	(9,637)		(146)	(9,783)
Balance at Sep. 30, 2024	$ 5		$ 181,991		$ (215)	$ (1,266)	$ (204,411)	$ (23,896)		$ (32)	$ (23,928)
Balance, shares at Sep. 30, 2024	4,770,667
[1]Represents an amount lower than $1 thousand.[2]Represents an amount lower than $1 thousand.[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	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (28,637)	$ (58,295)
Adjustments required to reconcile net loss to net cash used in operating activities:
Stock-based compensation	2,555	387
Convertible loans induced conversion expenses	4,304
Capital loss, net	134
Loss from deconsolidation of OBI and Octomera	66	5,343
Share in income of associated companies, net		552
Depreciation and amortization expenses	1,625	1,366
Credit loss on convertible loan receivable		2,688
Credit loss related to OBI	2,049
Impairment expenses	692
Effect of exchange differences on inter-company balances	1,672	106
Net changes in operating leases	41	(82)
Change in Contingent consideration	263
Interest expenses accrued on loans and convertible loans	1,366	880
Loss from extinguishment in connection with convertible loan restructuring	141	283
Changes in operating assets and liabilities:
Accounts receivable	9	30,079
Prepaid expenses and other accounts receivable	1,341	(1,598)
Inventory	34	(389)
Other assets	(4)	10
Change in related parties, net	2
Accounts payable	(1,951)	3,925
Accrued expenses and other payables	(846)	266
Employee and related payables	168	135
Deferred taxes, net	(2)	9
Net cash used in operating activities	(14,978)	(14,335)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment	(263)	(2,096)
Investment in Octomera		(543)
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	202	(33)
Net cash used in investing activities	73	(3,645)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of shares and warrants	2,556	4,341
Proceeds from issuance of convertible loans	75	5,660
Proceeds from transaction with redeemable non-controlling interest that do not acquire control of a subsidiary		5,000
Repayment of convertible loans and convertible bonds		(3,000)
Repayment of short and long-term debt	(251)	(33)
Proceeds from issuance of loans payable	4,670	425
Grant received in respect of third party	790
Receipt from Germfree (see note 11a)	6,720
Net cash provided by financing activities	14,560	12,393
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(345)	(5,587)
EFFECT OF EXCHANGE RATE CHANGES ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(12)	7
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	1,122	789
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	405	752
Increase 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	9 Months Ended
	Sep. 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. On September 20, 2024, the Company implemented a 1-for-10 reverse stock split the number of authorized shares of common stock that the Company is authorized to issue from time to time is 14,583,333 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 September 30, 2024, the Company had an accumulated deficit of $ 204,411 14,978 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 nine months ended September 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 1,577,694 The Company’s Common Stock was delisted from the Nasdaq Capital Market and now trades on the OTCQX. Such delisting and trading on the OTCQX 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	9 Months Ended
	Sep. 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 Public Business Entity’s Expenses Disclosures In November 2024, the FASB issued ASU No. 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). The ASU improves the disclosures about a public business entity’s expenses and provides more detailed information about the types of expenses in commonly presented expense captions. The amendments require that at each interim and annual reporting period an entity will, inter alia, disclose amounts of purchases of inventory, employee compensation, depreciation and amortization included in each relevant expense caption (such as cost of sales, SG&A and research and development). The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures. 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	9 Months Ended
	Sep. 30, 2024
Segment Reporting [Abstract]
SEGMENT INFORMATION	NOTE 3 – SEGMENT INFORMATION Segment data for the nine months ended September 30, 2024 is as follows: SCHEDULE OF SEGMENT REPORTING Octomera Therapies Eliminations Consolidated (in thousands) Revenues $ 322 $ 435 $ (23 ) $ 734 Cost of revenues * (1,292 ) (521 ) 710 (1,103 ) Gross profit (970 ) (86 ) 687 (369 ) Cost of development services and research and development expenses * (4,542 ) (4,079 ) 699 (7,922 ) Operating expenses * (1,226 ) (9,012 ) (728 ) (10,966 ) Impairment expenses ** - (692 ) - (692 ) Loss from deconsolidation - - (66 ) (66 ) Other income (126 ) 12 - (114 ) Depreciation and amortization (1,171 ) (581 ) 127 (1,625 ) Loss from extinguishment in connection with convertible loan - (141 ) - (141 ) Credit losses on convertible loan receivable Financial income (expenses), net (756 ) (1,752 ) 123 (2,385 ) Convertible loans induced conversion expenses - (4,304 ) - (4,304 ) Share in net income of associated companies Income (loss) before income taxes $ (8,791 ) $ (20,635 ) $ 842 $ (28,584 ) * Excluding Depreciation, amortization expenses ** Relates to impairment expenses on certain property, plant and equipment. Segment data for the nine months ended September 30, 2023 is as follows: Octomera Therapies Eliminations Consolidated (in thousands) Revenues $ 44 $ 350 $ (29 ) $ 365 Cost of revenues * (6,959 ) (531 ) 1,874 (5,616 ) Gross profit (6,915 ) (181 ) 1,845 (5,251 ) Cost of development services and research and development expenses * (6,828 ) (2,830 ) 2,327 (7,331 ) Operating expenses * (31,921 ) (4,962 ) 3,930 (32,953 ) Loss from deconsolidation of Octomera - - (5,343 ) (5,343 ) Other income, net 2 2 4 Depreciation and amortization (1,294 ) (589 ) 517 (1,366 ) Loss from extinguishment in connection with convertible loan - (283 ) - (283 ) Credit losses on convertible loan receivable - (2,688 ) - (2,688 ) Financial (expenses) income, net (587 ) (1,425 ) 94 (1,918 ) Share in net income of associated companies - (10 ) (542 ) (552 ) Loss before income taxes $ (47,543 ) $ (12,966 ) $ 2,828 $ (57,681 ) * Excluding Depreciation, amortization expenses Segment data for the three months ended September 30, 2024 is as follows: Octomera Therapies Eliminations Consolidated (in thousands) Revenues $ 272 $ 75 $ - $ 347 Cost of revenues * (245 ) (192 ) - (437 ) Gross profit 27 (117 ) - (90 ) Cost of development services and research and development expenses * (1,291 ) (3,048 ) 2 (4,337 ) Operating expenses * (680 ) (1,975 ) (82 ) (2,737 ) Impairment expenses** - (692 ) - (692 ) Other income (126 ) 4 - (122 ) Depreciation and amortization (301 ) (194 ) (43 ) (538 ) Financial expenses, net (202 ) (515 ) (1 ) (718 ) Loss before income taxes $ (2,573 ) (6,537 ) (124 ) (9,234 ) * Excluding Depreciation, amortization expenses ** Relates to impairment expenses on certain property, plant and equipment. Segment data for the three months ended September 30, 2023 is as follows: Octomera Therapies Eliminations Consolidated (in thousands) Revenues $ 29 $ 110 $ (29 ) $ 110 Cost of revenues * (1,875 ) (133 ) 1,874 (134 ) Gross profit (1,846 ) (23 ) 1,845 (24 ) Cost of development services and research and development expenses * (2,327 ) (779 ) 2,327 (779 ) Operating expenses * (3,931 ) (1,240 ) 3,930 (1,241 ) Other income - 2 - 2 Depreciation and amortization (515 ) (193 ) 517 (191 ) Financial (expenses) income, net (92 ) (546 ) 93 (545 ) Share in net income of associated companies - (11 ) (542 ) (553 ) Loss before income taxes $ (8,711 ) $ (2,790 ) $ 8,170 $ (3,331 ) * Excluding Depreciation, amortization expenses

RECONSOLIDATION OF OCTOMERA LLC

RECONSOLIDATION OF OCTOMERA LLC	9 Months Ended
	Sep. 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: 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 September 30, 2024, the fair value was $ 4,906 . Changes in the fair value of contingent consideration are recorded in operating expenses. The total revaluation expense for the period ended September 30, 2024 was $ 263 Key inputs for the simulation are summarized below. SCHEDULE OF KEY INPUTS Key Valuation Inputs Jan 29, 2024 September 30, 2024 Standard Deviation 13.5 % 13.6 % Risk-free interest rate 4.4 % 4.2 % Possible trigger event examination Year 10 Year 9.5 Average 5 years revenue growth 50 % 50 % Trigger events 30 % 30 % EV/EBIT Multiple 11.1 11.1 * 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 $ 2,699 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	9 Months Ended
	Sep. 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, 227,272 10.3 227,272 15.0 227,272 20.0 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, 15,000 10.3 15,000 15.0 15,000 20.0 154

CONVERTIBLE LOANS

CONVERTIBLE LOANS	9 Months Ended
	Sep. 30, 2024
Debt Disclosure [Abstract]
CONVERTIBLE LOANS	NOTE 6 – CONVERTIBLE LOANS The table below summarizes the Company’s outstanding convertible loans as of September 30, 2024. SCHEDULE OF LONG TERM CONVERTIBLE NOTES Principal Amount Issuance Date Current Interest Rate Current Current Conversion Price of loan into equity at Issuance (Year) % (Year) $ $ 100 2019 8 % 2024 10.3 100 2020 8 % 2024 10.3 1,150 2022 6 % * 2023 45.0 5,000 2023 8 % 2026 24.6 $ 6,350 * Was not repaid by September 30, 2024. The table below summarizes the Company’s outstanding convertible loans as of December 31, 2023. Principal Issuance Date Current Interest Rate Current Current Conversion Price of loan into equity Amount (Year) % (Year) $ Note Convertible Loans Outstanding as of December 31, 2023 $ 750 2018 10 % 2026 25.0 1,500 2019 10 % 2026 25.0 100 2019 8 % 2024 70.0 5,000 2019 10 % 2026 25.0 100 2020 8 % 2024 70.0 5,000 2022 10 % 2026 25.0 1,150 2022 6 % ** 2023 45.0 5,000 2023 8 % 2026 24.6 735 2023 8 % 2024 08.5 $ 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 1,577,695 1,182,919 25.0 10.3 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 84,000 8.5

LOANS

LOANS	9 Months Ended
	Sep. 30, 2024
Loans
LOANS	NOTE 7 – LOANS The table below summarizes the Company’s outstanding long-term loans as of September 30, 2024 and December 31, 2023, respectively: SCHEDULE OF LONG TERM LOANS Principal Interest Year of September 30, 2024 December31, 2023 (in thousands) % (in thousands) $ 2,600 10 2034 $ 2,828 $ - See note 4. The table below summarizes the Company’s outstanding short-term loans as of September 30, 2024 and December 31, 2023, respectively: SCHEDULE OF SHORT TERM LOANS Currency Interest September 30, 2024 December 31, 2023 % (in thousands) USD 8 $ 287 $ 258 USD 10 4,603 61 USD (*) 8 - (**) 331 Euro 8 15 - $ 4,905 $ 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 36,000 8.5 8.5 During October 2024, the Company entered into short term loan agreements with certain parties for a total of $ 790 10 767,089 1.03 2,300 526,187 1.03 The table below summarizes the Company’s warrants granted to loan holders for the period ended September 30, 2024. SCHEDULE OF WARRANTS GRANTED Date of issuance Reason for issuance Number of warrants Weighted Average Exercise price Warrant vesting (subject to continued service provided to Company) Expiration date April 07, 2024 Loan Agreement 15,625 $ 8 Immediate October 06, 2024 April 05, 2024 Loan Agreement 21,875 $ 8 Immediate October 04, 2024 August 21, 2024 Loan Agreement 24,272 $ 10.3 Immediate August 20, 2029 August 21, 2024 Loan Agreement 97,088 $ 10.3 Immediate August 20, 2029 September 06, 2024 Loan Agreement 24,272 $ 10.3 Immediate September 05, 2025 September 10, 2024 Loan Agreement 1,942 $ 10.3 Immediate September 09, 2025 September 09, 2024 Loan Agreement 24,272 $ 10.3 Immediate September 08, 2029 September 17, 2024 Loan Agreement 24,272 $ 10.3 Immediate September 16, 2029 September 30, 2024 Loan Agreement 14,563 $ 10.3 Immediate September 29, 2025 Total 248,181 $ 10.0

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION	9 Months Ended
	Sep. 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 September 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 126,912 $ 5.0 10.3 41,100 quarterly over a period of two years, 20,000 quarterly over a period of four years, 1,250 annually over a period of three years and 64,563 immediate $ 655 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 September 30, 2024 Value of one common share $ 4.9 10.3 Dividend yield 0 % Expected stock price volatility 79 110 % Risk free interest rate 3.86 4.49 % Expected term (years) 2.50 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 September 30, 2024: SCHEDULE OF RESTRICTED STOCK UNITS GRANTED No. of Options Granted Vesting Period Fair Value at Grant (in thousands) Employees 8,250 5,000 Immediate and 3,250 quarterly over a period of two years $ 44 c. Shares and warrants issued to advisors. Below is a table summarizing the shares and warrants grants to advisers during the period from January 1, 2024 to September 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 March 7, 2024 Strategic advisor agreement 50,000 50,000 $ 10.3 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 50,000 $ 10.3 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 50,000 $ 10.3 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 47,500 $ 10.3 One third on May 21, 2024, one third on August 21, 2024, and one third on November 21, 2024. May 21, 2029 July 14, 2024 Strategic advisor agreement Warrants to purchase 20,000 $ 10.3 One third on July 14, 2024, one third on October 14, 2024, and one third on January 14, 2024. July 13, 2029 September 5, 2024 Strategic advisor agreement 50,000 $ 10.3 No. of Warrants Granted Vesting Period Fair Value at Grant (in thousands) Warrants 217,500 Over a period of nine months $ 646 Shares 50,000 N/A $ 350 The fair valuation of these shares grants is based on the market value of the share at the date of grant. The fair valuation of these warrants grants is based on the following assumptions: SCHEDULE OF WARRANTS GRANTS ASSUMPTIONS During the Period from January 1, 2024 to September 30, 2024 Value of one common share $ 5.1 8.4 Dividend yield 0 % Expected stock price volatility 87 91 % Risk free interest rate 4.07 4.68 % Expected term (years) 5

LOSS PER SHARE

LOSS PER SHARE	9 Months Ended
	Sep. 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 September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023 Three Months Ended Nine Months Ended September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023 (in thousands, except per share data) Basic and diluted: Net loss attributable to Orgenesis Inc. $ 9,120 $ 3,725 $ 27,789 $ 48,738 Weighted average number of common shares outstanding 4,715,229 3,002,259 3,938,419 2,868,078 Net loss per share $ 1.93 $ 0.12 $ 7.06 $ 1.70 For the nine months ended September 30, 2024 and September 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 1,613,665 247,895 1,825,724 247,895 Diluted loss per share excludes 768,004 713,902 796,348 721,335

REVENUES

REVENUES	9 Months Ended
	Sep. 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 September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023 Three Months Ended Nine Months Ended September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023 (in thousands) Revenue stream: Cell process development services and hospital services $ 347 $ 110 $ 734 $ 365 Total $ 347 $ 110 $ 734 $ 365 A breakdown of the revenues per customer constituted at least 10% of revenues is as follows: SCHEDULE OF BREAKDOWN OF REVENUES PER CUSTOMER September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023 Three Months Ended Nine Months Ended September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023 (in thousands) Revenue earned: Customer A (United States) $ 265 $ - $ 265 $ 130 Customer B (United States) $ - $ - $ 300 $ - Revenue earned $ - $ - $ 300 $ - 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 September 30, 2024 September 30, 2023 Nine Months Ended September 30, 2024 September 30, 2023 (in thousands) Balance as of beginning of period $ 88 $ 36,183 Reconsolidation (deconsolidation) of Octomera 82 (5,985 ) Additions 458 403 Collections (981 ) (6,090 ) Allowances for credit losses 512 (24,388 ) Exchange rate differences 2 (52 ) Balance as of end of period $ 161 $ 71 The activity for contract liabilities is comprised of: SCHEDULE OF ACTIVITY FOR CONTRACT LIABILITIES September 30, 2024 September 30, 2023 Nine Months Ended September 30, 2024 September 30, 2023 (in thousands) Balance as of beginning of period $ 200 $ 70 Deconsolidation of Octomera 110 (106 ) Deconsolidation of OBI (60 ) - Deconsolidation (60 ) - Additions 160 156 Realizations (279 ) - Balance as of end of period $ 131 $ 120

OTHER SIGNIFICANT TRANSACTIONS

OTHER SIGNIFICANT TRANSACTIONS AND AGREEMENTS DURING THE NINE MONTHS ENDED SEPTEMBER 30, 2024	9 Months Ended
	Sep. 30, 2024
Other Significant Transactions And Agreements During Nine Months Ended September 30 2024
OTHER SIGNIFICANT TRANSACTIONS AND AGREEMENTS DURING THE NINE MONTHS ENDED SEPTEMBER 30, 2024	NOTE 11 – OTHER SIGNIFICANT TRANSACTIONS AND AGREEMENTS DURING THE NINE MONTHS ENDED SEPTEMBER 30, 2024 a. 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 On November 5, 2024, Germfree notified the Company of its intention not to lease any OMPULS back to the Company. Germfree confirmed that it has satisfied its obligations to the Company under the Purchase Agreement, and the Company therefore does not expect to receive any further payments thereunder. The Company and Germfree plan to resolve any outstanding issues together. b. Asset Purchase Agreement with Broaden. 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 with the assistance of a third party valuation firm not to exceed $ 11,000 10,767 30.0 10 Asset Purchase Agreement with Theracell. 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; and ● 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 (the “Consideration”), which is equal to the value of the Assets established with the assistance of a third-party valuation firm, less a debt adjustment in the amount of $ 10,324 which was owed (but fully impaired in the Company’s financial statements) by Theracell to the Company (the “Debt”). 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. As of the date of this quarterly report on Form 10-Q, the Company had paid Theracell $243. The Company accounted for the Purchase agreement by recording the difference between the Consideration and Debt as research and development expenses, and the consideration that exceeds the debt was recorded in short term or other long-term liabilities as appropriate. Material Definitive Agreement On August 9, 2024, the Company and Harley Street Healthcare Group (London) Plc Ltd. (“HSHG”) entered into a Strategic Partnership Agreement (the “Agreement”) pursuant to which the Company and HSHG agreed to form a joint venture to collaborate in the clinical development and commercialization of wellness and longevity-related services, including personalized preventative care and regenerative therapies, which are to be offered on a subscription basis by HSHG in line with a planned offering of “Health & Wellness as a Service” initially within the territory of the United Kingdom, the UAE, MENA, Canada, ASEAN, the Balkans, Africa, Latam and the Indian Subcontinent (the “Territory”). Pursuant to the Agreement, any new joint venture entity to be formed (the “JV”) will initially be owned 49% by the Company and 51% by HSHG. Thereafter, ownership of the JV entity will be based on each party’s respective contributions, and control of the board of the JV entity will be based upon such percentage contributions. Until the parties mutually agree to form the new JV entity, HSHG and the Company shall each carry out the respective tasks assigned to them for the implementation of the project in accordance with the Agreement and the applicable work plan thereunder Pursuant to the Agreement, HSHG agreed to invest (by the end of December 2024 for phase I) $ 5,000 (i) $ 10.3 5 5,000 485,437 485,437 10.3 10 5,000 The Company shall contribute to the JV its intellectual property rights in the form of a license agreement to be entered into by the parties, which will require that HSHG shall be solely responsible for payment of all costs of the manufacturing, distributing, marketing and/or selling of the Company’s products within the Territory. In addition, the Company shall provide the know-how and tech transfer of the Company’s products, and will support the JV and HSHG in the implementation of one or more products in the Territory, including implementing the relevant Company quality management system, all as specified and detailed in the applicable work plan and the relevant master services agreement. The Company will have the option to nominate a representative board member to join the JV and HSHG’s board of directors, subject to HSHG obtaining the proper approval for adding a board member. In addition, each of the parties may provide additional funding in an amount to be mutually agreed by the parties, to cover the operations costs of the project in accordance with the applicable work plan. Such additional investment may be in the form of an equity investment for shares in the JV entity, a convertible loan, and/or procured services (the “Additional Investment”), if required (as determined by the Parties) upon mutual agreement in order to continue the activities of the applicable project(s). The valuation of the JV/any jointly controlled entities for the purposes of such Additional Investment will be mutually agreed by the parties or determined with the assistance of an independent third-party expert to be mutually selected by the parties. Any Additional Investment by either party may result in a dilution of the other party’s participating interest. The Company and HSHG shall have the right to purchase all of HSHG’s or the Company’s interest in the JV subject to all rules and regulations to which it is then subject, including without limitation, the rules of any U.S. national securities exchange (“ORGS Buy-Out”). In the event that the ORGS Buy-Out is implemented, then, for the purposes of the ORGS Buy-Out, the JV’s valuation shall be determined by an independent third-party expert to be mutually selected by the parties. As of September 30, 2024 the JV entity had not been incorporated. As of the date of this quarterly report on Form 10-Q, no funds had yet been received from HSHG.

LEGAL PROCEEDINGS

LEGAL PROCEEDINGS	9 Months Ended
	Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
LEGAL PROCEEDINGS	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 80 5.2 383 10,798 40,140 1,186,960 On July 11, 2024 the Israeli subsidiary reached a settlement agreement regarding unpaid rentals sanctioned by the Tel Aviv Magistrate’s court pursuant to which the subsidiary will pay the amount of NIS 427,000 114 12 12 211,000 57 Except as described above, the Company is not involved in any pending material legal proceedings.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 13 – SUBSEQUENT EVENTS On November 8, 2024, the two Belgian subsidiaries of the Company, viz. Orgenesis Belgium SRL and Orgenesis Services SRL (“the Belgian subsidiaries”), petitioned the Liège Business Court in Belgium for allowing their judicial reorganization pursuant to Article XX.41 of the Belgian Code of Economic Law. The petition follows the current inability of the Belgian subsidiaries to pay employee payroll expenses and accounts payable. The Company has requested a 6-month reorganization period. The Liège Business Court has agreed to consider the petition, and the next hearing will take place on November 22, 2024.

BASIS OF PRESENTATION (Policies

BASIS OF PRESENTATION (Policies)	9 Months Ended
	Sep. 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 Public Business Entity’s Expenses Disclosures In November 2024, the FASB issued ASU No. 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). The ASU improves the disclosures about a public business entity’s expenses and provides more detailed information about the types of expenses in commonly presented expense captions. The amendments require that at each interim and annual reporting period an entity will, inter alia, disclose amounts of purchases of inventory, employee compensation, depreciation and amortization included in each relevant expense caption (such as cost of sales, SG&A and research and development). The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures. 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)	9 Months Ended
	Sep. 30, 2024
Segment Reporting [Abstract]
SCHEDULE OF SEGMENT REPORTING	Segment data for the nine months ended September 30, 2024 is as follows: SCHEDULE OF SEGMENT REPORTING Octomera Therapies Eliminations Consolidated (in thousands) Revenues $ 322 $ 435 $ (23 ) $ 734 Cost of revenues * (1,292 ) (521 ) 710 (1,103 ) Gross profit (970 ) (86 ) 687 (369 ) Cost of development services and research and development expenses * (4,542 ) (4,079 ) 699 (7,922 ) Operating expenses * (1,226 ) (9,012 ) (728 ) (10,966 ) Impairment expenses ** - (692 ) - (692 ) Loss from deconsolidation - - (66 ) (66 ) Other income (126 ) 12 - (114 ) Depreciation and amortization (1,171 ) (581 ) 127 (1,625 ) Loss from extinguishment in connection with convertible loan - (141 ) - (141 ) Credit losses on convertible loan receivable Financial income (expenses), net (756 ) (1,752 ) 123 (2,385 ) Convertible loans induced conversion expenses - (4,304 ) - (4,304 ) Share in net income of associated companies Income (loss) before income taxes $ (8,791 ) $ (20,635 ) $ 842 $ (28,584 ) * Excluding Depreciation, amortization expenses ** Relates to impairment expenses on certain property, plant and equipment. Segment data for the nine months ended September 30, 2023 is as follows: Octomera Therapies Eliminations Consolidated (in thousands) Revenues $ 44 $ 350 $ (29 ) $ 365 Cost of revenues * (6,959 ) (531 ) 1,874 (5,616 ) Gross profit (6,915 ) (181 ) 1,845 (5,251 ) Cost of development services and research and development expenses * (6,828 ) (2,830 ) 2,327 (7,331 ) Operating expenses * (31,921 ) (4,962 ) 3,930 (32,953 ) Loss from deconsolidation of Octomera - - (5,343 ) (5,343 ) Other income, net 2 2 4 Depreciation and amortization (1,294 ) (589 ) 517 (1,366 ) Loss from extinguishment in connection with convertible loan - (283 ) - (283 ) Credit losses on convertible loan receivable - (2,688 ) - (2,688 ) Financial (expenses) income, net (587 ) (1,425 ) 94 (1,918 ) Share in net income of associated companies - (10 ) (542 ) (552 ) Loss before income taxes $ (47,543 ) $ (12,966 ) $ 2,828 $ (57,681 ) * Excluding Depreciation, amortization expenses Segment data for the three months ended September 30, 2024 is as follows: Octomera Therapies Eliminations Consolidated (in thousands) Revenues $ 272 $ 75 $ - $ 347 Cost of revenues * (245 ) (192 ) - (437 ) Gross profit 27 (117 ) - (90 ) Cost of development services and research and development expenses * (1,291 ) (3,048 ) 2 (4,337 ) Operating expenses * (680 ) (1,975 ) (82 ) (2,737 ) Impairment expenses** - (692 ) - (692 ) Other income (126 ) 4 - (122 ) Depreciation and amortization (301 ) (194 ) (43 ) (538 ) Financial expenses, net (202 ) (515 ) (1 ) (718 ) Loss before income taxes $ (2,573 ) (6,537 ) (124 ) (9,234 ) * Excluding Depreciation, amortization expenses ** Relates to impairment expenses on certain property, plant and equipment. Segment data for the three months ended September 30, 2023 is as follows: Octomera Therapies Eliminations Consolidated (in thousands) Revenues $ 29 $ 110 $ (29 ) $ 110 Cost of revenues * (1,875 ) (133 ) 1,874 (134 ) Gross profit (1,846 ) (23 ) 1,845 (24 ) Cost of development services and research and development expenses * (2,327 ) (779 ) 2,327 (779 ) Operating expenses * (3,931 ) (1,240 ) 3,930 (1,241 ) Other income - 2 - 2 Depreciation and amortization (515 ) (193 ) 517 (191 ) Financial (expenses) income, net (92 ) (546 ) 93 (545 ) Share in net income of associated companies - (11 ) (542 ) (553 ) Loss before income taxes $ (8,711 ) $ (2,790 ) $ 8,170 $ (3,331 ) * Excluding Depreciation, amortization expenses

RECONSOLIDATION OF OCTOMERA L_2

RECONSOLIDATION OF OCTOMERA LLC (Tables)	9 Months Ended
	Sep. 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 September 30, 2024 Standard Deviation 13.5 % 13.6 % Risk-free interest rate 4.4 % 4.2 % Possible trigger event examination Year 10 Year 9.5 Average 5 years revenue growth 50 % 50 % Trigger events 30 % 30 % EV/EBIT Multiple 11.1 11.1 * 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)	9 Months Ended
	Sep. 30, 2024
Debt Disclosure [Abstract]
SCHEDULE OF LONG TERM CONVERTIBLE NOTES	The table below summarizes the Company’s outstanding convertible loans as of September 30, 2024. SCHEDULE OF LONG TERM CONVERTIBLE NOTES Principal Amount Issuance Date Current Interest Rate Current Current Conversion Price of loan into equity at Issuance (Year) % (Year) $ $ 100 2019 8 % 2024 10.3 100 2020 8 % 2024 10.3 1,150 2022 6 % * 2023 45.0 5,000 2023 8 % 2026 24.6 $ 6,350 * Was not repaid by September 30, 2024. The table below summarizes the Company’s outstanding convertible loans as of December 31, 2023. Principal Issuance Date Current Interest Rate Current Current Conversion Price of loan into equity Amount (Year) % (Year) $ Note Convertible Loans Outstanding as of December 31, 2023 $ 750 2018 10 % 2026 25.0 1,500 2019 10 % 2026 25.0 100 2019 8 % 2024 70.0 5,000 2019 10 % 2026 25.0 100 2020 8 % 2024 70.0 5,000 2022 10 % 2026 25.0 1,150 2022 6 % ** 2023 45.0 5,000 2023 8 % 2026 24.6 735 2023 8 % 2024 08.5 $ 19,335 ** Was not yet paid by December 31, 2023.

LOANS (Tables)

LOANS (Tables)	9 Months Ended
	Sep. 30, 2024
Loans
SCHEDULE OF LONG TERM LOANS	The table below summarizes the Company’s outstanding long-term loans as of September 30, 2024 and December 31, 2023, respectively: SCHEDULE OF LONG TERM LOANS Principal Interest Year of September 30, 2024 December31, 2023 (in thousands) % (in thousands) $ 2,600 10 2034 $ 2,828 $ -
SCHEDULE OF SHORT TERM LOANS	The table below summarizes the Company’s outstanding short-term loans as of September 30, 2024 and December 31, 2023, respectively: SCHEDULE OF SHORT TERM LOANS Currency Interest September 30, 2024 December 31, 2023 % (in thousands) USD 8 $ 287 $ 258 USD 10 4,603 61 USD (*) 8 - (**) 331 Euro 8 15 - $ 4,905 $ 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 36,000 8.5 8.5
SCHEDULE OF WARRANTS GRANTED	The table below summarizes the Company’s warrants granted to loan holders for the period ended September 30, 2024. SCHEDULE OF WARRANTS GRANTED Date of issuance Reason for issuance Number of warrants Weighted Average Exercise price Warrant vesting (subject to continued service provided to Company) Expiration date April 07, 2024 Loan Agreement 15,625 $ 8 Immediate October 06, 2024 April 05, 2024 Loan Agreement 21,875 $ 8 Immediate October 04, 2024 August 21, 2024 Loan Agreement 24,272 $ 10.3 Immediate August 20, 2029 August 21, 2024 Loan Agreement 97,088 $ 10.3 Immediate August 20, 2029 September 06, 2024 Loan Agreement 24,272 $ 10.3 Immediate September 05, 2025 September 10, 2024 Loan Agreement 1,942 $ 10.3 Immediate September 09, 2025 September 09, 2024 Loan Agreement 24,272 $ 10.3 Immediate September 08, 2029 September 17, 2024 Loan Agreement 24,272 $ 10.3 Immediate September 16, 2029 September 30, 2024 Loan Agreement 14,563 $ 10.3 Immediate September 29, 2025 Total 248,181 $ 10.0

STOCK-BASED COMPENSATION (Table

STOCK-BASED COMPENSATION (Tables)	9 Months Ended
	Sep. 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 September 30, 2024: SCHEDULE OF RESTRICTED STOCK UNITS GRANTED No. of Options Granted Vesting Period Fair Value at Grant (in thousands) Employees 8,250 5,000 Immediate and 3,250 quarterly over a period of two years $ 44
SCHEDULE OF SHARES AND WARRANTS GRANTS TO ADVISORS	Below is a table summarizing the shares and warrants grants to advisers during the period from January 1, 2024 to September 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 March 7, 2024 Strategic advisor agreement 50,000 50,000 $ 10.3 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 50,000 $ 10.3 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 50,000 $ 10.3 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 47,500 $ 10.3 One third on May 21, 2024, one third on August 21, 2024, and one third on November 21, 2024. May 21, 2029 July 14, 2024 Strategic advisor agreement Warrants to purchase 20,000 $ 10.3 One third on July 14, 2024, one third on October 14, 2024, and one third on January 14, 2024. July 13, 2029 September 5, 2024 Strategic advisor agreement 50,000 $ 10.3 No. of Warrants Granted Vesting Period Fair Value at Grant (in thousands) Warrants 217,500 Over a period of nine months $ 646 Shares 50,000 N/A $ 350
SCHEDULE OF WARRANTS GRANTS ASSUMPTIONS	The fair valuation of these warrants grants is based on the following assumptions: SCHEDULE OF WARRANTS GRANTS ASSUMPTIONS During the Period from January 1, 2024 to September 30, 2024 Value of one common share $ 5.1 8.4 Dividend yield 0 % Expected stock price volatility 87 91 % 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 September 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 126,912 $ 5.0 10.3 41,100 quarterly over a period of two years, 20,000 quarterly over a period of four years, 1,250 annually over a period of three years and 64,563 immediate $ 655 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 September 30, 2024 Value of one common share $ 4.9 10.3 Dividend yield 0 % Expected stock price volatility 79 110 % Risk free interest rate 3.86 4.49 % Expected term (years) 2.50 6.06

LOSS PER SHARE (Tables)

LOSS PER SHARE (Tables)	9 Months Ended
	Sep. 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 September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023 Three Months Ended Nine Months Ended September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023 (in thousands, except per share data) Basic and diluted: Net loss attributable to Orgenesis Inc. $ 9,120 $ 3,725 $ 27,789 $ 48,738 Weighted average number of common shares outstanding 4,715,229 3,002,259 3,938,419 2,868,078 Net loss per share $ 1.93 $ 0.12 $ 7.06 $ 1.70

REVENUES (Tables)

REVENUES (Tables)	9 Months Ended
	Sep. 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 September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023 Three Months Ended Nine Months Ended September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023 (in thousands) Revenue stream: Cell process development services and hospital services $ 347 $ 110 $ 734 $ 365 Total $ 347 $ 110 $ 734 $ 365
SCHEDULE OF BREAKDOWN OF REVENUES PER CUSTOMER	A breakdown of the revenues per customer constituted at least 10% of revenues is as follows: SCHEDULE OF BREAKDOWN OF REVENUES PER CUSTOMER September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023 Three Months Ended Nine Months Ended September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023 (in thousands) Revenue earned: Customer A (United States) $ 265 $ - $ 265 $ 130 Customer B (United States) $ - $ - $ 300 $ - Revenue earned $ - $ - $ 300 $ -
SCHEDULE OF ACTIVITY FOR TRADE RECEIVABLES	The activity for trade receivables is comprised of: SCHEDULE OF ACTIVITY FOR TRADE RECEIVABLES September 30, 2024 September 30, 2023 Nine Months Ended September 30, 2024 September 30, 2023 (in thousands) Balance as of beginning of period $ 88 $ 36,183 Reconsolidation (deconsolidation) of Octomera 82 (5,985 ) Additions 458 403 Collections (981 ) (6,090 ) Allowances for credit losses 512 (24,388 ) Exchange rate differences 2 (52 ) Balance as of end of period $ 161 $ 71
SCHEDULE OF ACTIVITY FOR CONTRACT LIABILITIES	The activity for contract liabilities is comprised of: SCHEDULE OF ACTIVITY FOR CONTRACT LIABILITIES September 30, 2024 September 30, 2023 Nine Months Ended September 30, 2024 September 30, 2023 (in thousands) Balance as of beginning of period $ 200 $ 70 Deconsolidation of Octomera 110 (106 ) Deconsolidation of OBI (60 ) - Deconsolidation (60 ) - Additions 160 156 Realizations (279 ) - Balance as of end of period $ 131 $ 120

DESCRIPTION OF BUSINESS (Detail

DESCRIPTION OF BUSINESS (Details Narrative) - USD ($)				9 Months Ended
	Sep. 20, 2024	May 31, 2024	May 21, 2024	Sep. 30, 2024	Sep. 30, 2023	Jan. 29, 2024	Dec. 31, 2023	Sep. 27, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Reverse stock split	1-for-10 reverse stock split
Common stock, shares authorized				14,583,333			14,583,333
Commons stock, par value				$ 0.0001			$ 0.0001
Accumulated deficit				$ 204,411,000			$ 176,622,000
Net cash used in operating activities				$ 14,978,000	$ 14,335,000
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	$ 16,007,000
Number of shares issued		1,577,694	1,577,695
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		9 Months Ended
		Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Segment Reporting Information [Line Items]
Revenues		$ 347	$ 110	$ 734	$ 365
Cost of revenues	[1]	(437)	(134)	(1,103)	(5,616)
Gross profit		(90)	(24)	(369)	(5,251)
Cost of development services and research and development expenses	[1]	(4,337)	(779)	(7,922)	(7,331)
Operating expenses	[1]	(2,737)	(1,241)	(10,966)	(32,953)
Impairment expenses**		(692)		(692)
Loss from deconsolidation of Octomera				(66)	(5,343)
Other income		(122)	2	(114)	4
Depreciation and amortization		(538)	(191)	(1,625)	(1,366)
Loss from extinguishment in connection with convertible loan				(141)	(283)
Credit losses on convertible loan receivable					(2,688)
Financial (expenses) income, net		(718)	(545)	(2,385)	(1,918)
Convertible loans induced conversion expenses				(4,304)
Share in net income of associated companies			(553)		(552)
Loss before income taxes		(9,234)	(3,331)	(28,584)	(57,681)
Octomera [Member]
Segment Reporting Information [Line Items]
Revenues		272	29	322	44
Cost of revenues	[1]	(245)	(1,875)	(1,292)	(6,959)
Gross profit		27	(1,846)	(970)	(6,915)
Cost of development services and research and development expenses	[1]	(1,291)	(2,327)	(4,542)	(6,828)
Operating expenses	[1]	(680)	(3,931)	(1,226)	(31,921)
Impairment expenses**
Loss from deconsolidation of Octomera
Other income		(126)		(126)	2
Depreciation and amortization		(301)	(515)	(1,171)	(1,294)
Loss from extinguishment in connection with convertible loan
Credit losses on convertible loan receivable
Financial (expenses) income, net		(202)	(92)	(756)	(587)
Convertible loans induced conversion expenses
Share in net income of associated companies
Loss before income taxes		(2,573)	(8,711)	(8,791)	(47,543)
Therapies [Member]
Segment Reporting Information [Line Items]
Revenues		75	110	435	350
Cost of revenues	[1]	(192)	(133)	(521)	(531)
Gross profit		(117)	(23)	(86)	(181)
Cost of development services and research and development expenses	[1]	(3,048)	(779)	(4,079)	(2,830)
Operating expenses	[1]	(1,975)	(1,240)	(9,012)	(4,962)
Impairment expenses**		(692)		(692)
Loss from deconsolidation of Octomera
Other income		4	2	12	2
Depreciation and amortization		(194)	(193)	(581)	(589)
Loss from extinguishment in connection with convertible loan				(141)	(283)
Credit losses on convertible loan receivable					(2,688)
Financial (expenses) income, net		(515)	(546)	(1,752)	(1,425)
Convertible loans induced conversion expenses				(4,304)
Share in net income of associated companies			(11)		(10)
Loss before income taxes		(6,537)	(2,790)	(20,635)	(12,966)
Eliminations [Member]
Segment Reporting Information [Line Items]
Revenues			(29)	(23)	(29)
Cost of revenues	[1]		1,874	710	1,874
Gross profit			1,845	687	1,845
Cost of development services and research and development expenses	[1]	2	2,327	699	2,327
Operating expenses	[1]	(82)	3,930	(728)	3,930
Impairment expenses**
Loss from deconsolidation of Octomera				(66)	(5,343)
Other income
Depreciation and amortization		(43)	517	127	517
Loss from extinguishment in connection with convertible loan
Credit losses on convertible loan receivable
Financial (expenses) income, net		(1)	93	123	94
Convertible loans induced conversion expenses
Share in net income of associated companies			(542)		(542)
Loss before income taxes		$ (124)	$ 8,170	$ 842	$ 2,828
[1]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	Sep. 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]		9 Months Ended
	Jan. 29, 2024	Sep. 30, 2024
Measurement Input Standard Deviation [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	13.5	13.6
Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	4.4	4.2
Measurement Input Trigger Event [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Possible trigger event examination	10 years	9 years 6 months
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	11.1	11.1

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		9 Months Ended
	Jan. 29, 2024	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Defined Benefit Plan Disclosure [Line Items]
Net loss		$ (9,120)	$ (3,725)	$ (27,789)	$ (48,738)
Loss from deconsolidation of OBI and Octomera				66	$ 5,343
Fair Value, Inputs, Level 3 [Member]
Defined Benefit Plan Disclosure [Line Items]
Derivative Assets (Liabilities), at Fair Value, Net	$ 4,643	4,906		4,906
Revaluation expense		$ 263		$ 263
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		$ 2,699		$ 2,699		$ 133

EQUITY (Details Narrative)

EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands			9 Months Ended
	May 10, 2024	Mar. 03, 2024	Sep. 30, 2024	Sep. 30, 2023	Sep. 05, 2024	Jul. 14, 2024	May 22, 2024	Apr. 23, 2024	Apr. 18, 2024	Mar. 07, 2024
Subsidiary, Sale of Stock [Line Items]
Purchase of warrants						20,000		50,000	50,000	50,000
Exercise price of warrants					$ 10.3	$ 10.3	$ 10.3	$ 10.3	$ 10.3	$ 10.3
Gross proceeds from offering			$ 2,556	$ 4,341
Warrant [Member]
Subsidiary, Sale of Stock [Line Items]
Exercise price of warrants			$ 10
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	15,000
Exercise price of warrants	$ 15
Securities Purchase Agreement [Member] | Warrant One [Member]
Subsidiary, Sale of Stock [Line Items]
Purchase of warrants	15,000
Exercise price of warrants	$ 20
Securities Purchase Agreement [Member] | Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Common stock shares issued and sell	15,000	227,272
Sale of stock, price per share	$ 10.3	$ 10.3
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		227,272
Exercise price of warrants		$ 20
Securities Purchase Agreement [Member] | Private Placement [Member] | Warrant [Member]
Subsidiary, Sale of Stock [Line Items]
Purchase of warrants		227,272
Exercise price of warrants		$ 15

SCHEDULE OF LONG TERM CONVERTIB

SCHEDULE OF LONG TERM CONVERTIBLE NOTES (Details) - USD ($) $ / shares in Units, $ in Thousands		9 Months Ended		12 Months Ended
		Sep. 30, 2024		Dec. 31, 2023
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		$ 10.3		$ 25
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		$ 10.3		$ 25
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		$ 45		$ 70
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		$ 24.6		$ 25
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				$ 70
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				$ 25
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				$ 45
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				$ 24.6
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				$ 8.5
[1]Was not repaid by September 30, 2024.[2]Was not yet paid by December 31, 2023.

CONVERTIBLE LOANS (Details Narr

CONVERTIBLE LOANS (Details Narrative) - USD ($)

1 Months Ended

9 Months Ended

May 31, 2024

May 21, 2024

Jan. 01, 2024

Jan. 31, 2024

Sep. 30, 2024

Sep. 05, 2024

Jul. 14, 2024

May 22, 2024

Apr. 23, 2024

Apr. 18, 2024

Mar. 07, 2024

Dec. 31, 2023

Debt Instrument [Line Items]

Common stock issued

4,799,323

3,216,363

Number of securities called by warrants or rights

20,000

50,000

50,000

50,000

Exercise price of warrants

$ 10.3

$ 10.3

$ 10.3

$ 10.3

$ 10.3

$ 10.3

Debt Exchange Agreements [Member]

Debt Instrument [Line Items]

Exchange price

$ 8.5

Debt instrument, maturity date

Dec. 31, 2024

Dec. 31, 2026

Number of securities called by warrants or rights

36,000

84,000

Exercise price of warrants

$ 8.5

$ 8.5

Debt Exchange Agreements [Member] | Three Convertible Debt Holders [Member]

Debt Instrument [Line Items]

Outstanding principal and accrued interest

$ 16,007

$ 16,007,000

Number of shares issued

1,577,694

1,577,695

Common stock issued

1,182,919

Outstanding principal

$ 14,784,000

Debt conversion expense

$ 4,304,000

Debt Exchange Agreements [Member] | Three Convertible Debt Holders [Member] | Maximum [Member]

Debt Instrument [Line Items]

Exchange price

$ 25

Debt Exchange Agreements [Member] | Three Convertible Debt Holders [Member] | Minimum [Member]

Debt Instrument [Line Items]

Exchange price

$ 10.3

SCHEDULE OF LONG TERM LOANS (De

SCHEDULE OF LONG TERM LOANS (Details) - Long-Term Debt [Member] - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Short-Term Debt [Line Items]
Principal amount	$ 2,600
Interest rate	10%
Year of maturity	2034
Long term debt	$ 2,828

SCHEDULE OF SHORT TERM LOANS (D

SCHEDULE OF SHORT TERM LOANS (Details) € in Thousands, $ in Thousands		Sep. 30, 2024 USD ($)	Sep. 30, 2024 EUR (€)	Dec. 31, 2023 USD ($)		Dec. 31, 2023 EUR (€)
Short-Term Debt [Line Items]
Short term debt		$ 4,905		$ 650
Short-Term Debt [Member]
Short-Term Debt [Line Items]
Interest rate		8%	8%
Short term debt		$ 287		258
Short Term Debt One [Member]
Short-Term Debt [Line Items]
Interest rate		10%	10%
Short term debt		$ 4,603		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		8%	8%
Short term debt | €			€ 15
[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 36,000 8.5 8.5

SCHEDULE OF SHORT TERM LOANS -

SCHEDULE OF SHORT TERM LOANS - Parenthetical (Details) - $ / shares		1 Months Ended
	Jan. 01, 2024	Jan. 31, 2024	Sep. 05, 2024	Jul. 14, 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				20,000		50,000	50,000	50,000
Exercise price of warrants			$ 10.3	$ 10.3	$ 10.3	$ 10.3	$ 10.3	$ 10.3
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	36,000	84,000
Exercise price of warrants	$ 8.5	$ 8.5
Conversion price	$ 8.5

SCHEDULE OF WARRANTS GRANTED (D

SCHEDULE OF WARRANTS GRANTED (Details) - $ / shares							9 Months Ended
	Sep. 05, 2024	Jul. 14, 2024	May 22, 2024	Apr. 23, 2024	Apr. 18, 2024	Mar. 07, 2024	Sep. 30, 2024
Short-Term Debt [Line Items]
Reason for issuance	Strategic advisor agreement	Strategic advisor agreement	Strategic advisor agreement	Strategic advisor agreement	Strategic advisor agreement	Strategic advisor agreement
Exercise price	$ 10.3	$ 10.3	$ 10.3	$ 10.3	$ 10.3	$ 10.3
Warrants and Rights Outstanding, Maturity Date		Jul. 13, 2029	May 21, 2029	Apr. 22, 2029	Apr. 17, 2029	Mar. 06, 2029
Warrant [Member]
Short-Term Debt [Line Items]
Number of warrants							248,181
Exercise price							$ 10
April 07, 2024 [Member] | Warrant [Member]
Short-Term Debt [Line Items]
Date of issuance							Apr. 07, 2024
Reason for issuance							Loan Agreement
Number of warrants							15,625
Exercise price							$ 8
Warrant vesting subject to continued service provided to Company							Immediate
Warrants and Rights Outstanding, Maturity Date							Oct. 06, 2024
April 05 2024 [Member] | Warrant [Member]
Short-Term Debt [Line Items]
Date of issuance							Apr. 05, 2024
Reason for issuance							Loan Agreement
Number of warrants							21,875
Exercise price							$ 8
Warrant vesting subject to continued service provided to Company							Immediate
Warrants and Rights Outstanding, Maturity Date							Oct. 04, 2024
August 21 2024 [Member] | Warrant [Member]
Short-Term Debt [Line Items]
Date of issuance							Aug. 21, 2024
Reason for issuance							Loan Agreement
Number of warrants							24,272
Exercise price							$ 10.3
Warrant vesting subject to continued service provided to Company							Immediate
Warrants and Rights Outstanding, Maturity Date							Aug. 20, 2029
August 21 2024 One [Member] | Warrant [Member]
Short-Term Debt [Line Items]
Date of issuance							Aug. 21, 2024
Reason for issuance							Loan Agreement
Number of warrants							97,088
Exercise price							$ 10.3
Warrant vesting subject to continued service provided to Company							Immediate
Warrants and Rights Outstanding, Maturity Date							Aug. 20, 2029
September 06 2024 [Member] | Warrant [Member]
Short-Term Debt [Line Items]
Date of issuance							Sep. 06, 2024
Reason for issuance							Loan Agreement
Number of warrants							24,272
Exercise price							$ 10.3
Warrant vesting subject to continued service provided to Company							Immediate
Warrants and Rights Outstanding, Maturity Date							Sep. 05, 2025
September 10 2024 [Member] | Warrant [Member]
Short-Term Debt [Line Items]
Date of issuance							Sep. 10, 2024
Reason for issuance							Loan Agreement
Number of warrants							1,942
Exercise price							$ 10.3
Warrant vesting subject to continued service provided to Company							Immediate
Warrants and Rights Outstanding, Maturity Date							Sep. 09, 2025
September 09 2024 [Member] | Warrant [Member]
Short-Term Debt [Line Items]
Date of issuance							Sep. 09, 2024
Reason for issuance							Loan Agreement
Number of warrants							24,272
Exercise price							$ 10.3
Warrant vesting subject to continued service provided to Company							Immediate
Warrants and Rights Outstanding, Maturity Date							Sep. 08, 2029
September 17 2024 [Member] | Warrant [Member]
Short-Term Debt [Line Items]
Date of issuance							Sep. 17, 2024
Reason for issuance							Loan Agreement
Number of warrants							24,272
Exercise price							$ 10.3
Warrant vesting subject to continued service provided to Company							Immediate
Warrants and Rights Outstanding, Maturity Date							Sep. 16, 2029
September 30 2024 [Member] | Warrant [Member]
Short-Term Debt [Line Items]
Date of issuance							Sep. 30, 2024
Reason for issuance							Loan Agreement
Number of warrants							14,563
Exercise price							$ 10.3
Warrant vesting subject to continued service provided to Company							Immediate
Warrants and Rights Outstanding, Maturity Date							Sep. 29, 2025

LOANS (Details Narrative)

LOANS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended
	Oct. 31, 2024	Jul. 14, 2024	Apr. 23, 2024	Apr. 18, 2024	Mar. 07, 2024	Mar. 31, 2018
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Purchase of warrants		20,000	50,000	50,000	50,000
Common Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Outstanding principal and accrued interest						$ 383
Loan Agreement [Member] | Subsequent Event [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Outstanding principal and accrued interest	$ 790
Interest rate	10%
Sale of stock, price per share	$ 1.03
Loan Agreement [Member] | Subsequent Event [Member] | Common Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Purchase of warrants	767,089
Sale of stock, price per share	$ 1.03
Loan Agreement [Member] | Subsequent Event [Member] | Warrant [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Purchase of warrants	526,187
Short term loan amount	$ 2,300

SCHEDULE OF EMPLOYEE STOCK OWNE

SCHEDULE OF EMPLOYEE STOCK OWNERSHIP PLAN DISCLOSURES (Details) $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2024 USD ($) $ / shares shares
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Fair value at grant | $	$ 350
Employees [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Stock options vesting period description	5,000 Immediate and 3,250 quarterly over a period of two years
Options Granted To Employees [Member] | Employees [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
No of options granted | shares	126,912
Stock options vesting period description	41,100 quarterly over a period of two years, 20,000 quarterly over a period of four years, 1,250 annually over a period of three years and 64,563 immediate
Fair value at grant | $	$ 655
Expiration period	10 years
Options Granted To Employees [Member] | Employees [Member] | Minimum [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise price | $ / shares	$ 5
Options Granted To Employees [Member] | Employees [Member] | Maximum [Member]
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Exercise price | $ / shares	$ 10.3

SCHEDULE OF STOCK OPTIONS ACTIV

SCHEDULE OF STOCK OPTIONS ACTIVITY (Details) - Employees [Member]	9 Months Ended
	Sep. 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	$ 4.9
Expected stock price volatility	79%
Risk free interest rate	3.86%
Expected term (years)	2 years 6 months
Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Value of one common share	$ 10.3
Expected stock price volatility	110%
Risk free interest rate	4.49%
Expected term (years)	6 years 21 days

SCHEDULE OF RESTRICTED STOCK UN

SCHEDULE OF RESTRICTED STOCK UNITS GRANTED (Details) - Employees [Member] shares in Thousands, $ in Thousands	9 Months Ended
	Sep. 30, 2024 USD ($) shares
Restricted stock units granted | shares	8,250
Restricted stock unit vesting period description	5,000 Immediate and 3,250 quarterly over a period of two years
Fair value at grant of restricted stock units | $	$ 44

SCHEDULE OF SHARES AND WARRANTS

SCHEDULE OF SHARES AND WARRANTS GRANTS TO ADVISORS (Details) - USD ($) $ / shares in Units, $ in Thousands							9 Months Ended
	Sep. 05, 2024	Jul. 14, 2024	May 22, 2024	Apr. 23, 2024	Apr. 18, 2024	Mar. 07, 2024	Sep. 30, 2024
Reason for issue of share or warrant	Strategic advisor agreement	Strategic advisor agreement	Strategic advisor agreement	Strategic advisor agreement	Strategic advisor agreement	Strategic advisor agreement
Number of shares issued	50,000		47,500			50,000
Warrants to purchase common stock		20,000		50,000	50,000	50,000
Exercise price of warrants	$ 10.3	$ 10.3	$ 10.3	$ 10.3	$ 10.3	$ 10.3
Warrant vesting		One third on July 14, 2024, one third on October 14, 2024, and one third on January 14, 2024.	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		Jul. 13, 2029	May 21, 2029	Apr. 22, 2029	Apr. 17, 2029	Mar. 06, 2029
Fair value at grant							$ 350
Number of shares granted							50,000
Warrant [Member]
Exercise price of warrants							$ 10
Number of options granted							217,500
Restricted stock unit vesting period description							Over a period of nine months
Fair value at grant							$ 646

SCHEDULE OF WARRANTS GRANTS ASS

SCHEDULE OF WARRANTS GRANTS ASSUMPTIONS (Details) - Warrant [Member]	9 Months Ended
	Sep. 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	$ 5.1
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	$ 8.4
Expected stock price volatility	91%
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		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Earnings Per Share [Abstract]
Net loss attributable to Orgenesis Inc.	$ 9,120	$ 3,725	$ 27,789	$ 48,738
Weighted average number of common shares outstanding - basic	4,715,229	3,002,259	3,938,419	2,868,078
Weighted average number of common shares outstanding - diluted	4,715,229	3,002,259	3,938,419	2,868,078
Net loss per share - basic	$ 1.93	$ 0.12	$ 7.06	$ 1.70
Net loss per share - diluted	$ 1.93	$ 0.12	$ 7.06	$ 1.70

LOSS PER SHARE (Details Narrati

LOSS PER SHARE (Details Narrative) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 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	1,825,724	796,348	1,613,665	768,004
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	247,895	721,335	247,895	713,902

SCHEDULE OF DISAGGREGATION OF R

SCHEDULE OF DISAGGREGATION OF REVENUE (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Disaggregation of Revenue [Line Items]
Total	$ 347	$ 110	$ 734	$ 365
Cell Process Development Services And Hospital Services [Member]
Disaggregation of Revenue [Line Items]
Total	$ 347	$ 110	$ 734	$ 365

SCHEDULE OF BREAKDOWN OF REVENU

SCHEDULE OF BREAKDOWN OF REVENUES PER CUSTOMER (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Disaggregation of Revenue [Line Items]
Revenue earned	$ 347	$ 110	$ 734	$ 365
Customer A [Member] | UNITED STATES
Disaggregation of Revenue [Line Items]
Revenue earned	265		265	130
Customer B [Member] | UNITED STATES
Disaggregation of Revenue [Line Items]
Revenue earned			$ 300

SCHEDULE OF ACTIVITY FOR TRADE

SCHEDULE OF ACTIVITY FOR TRADE RECEIVABLES (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 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	458	403
Collections	(981)	(6,090)
Allowances for credit losses	512	(24,388)
Exchange rate differences	2	(52)
Balance as of end of period	$ 161	$ 71

SCHEDULE OF ACTIVITY FOR CONTRA

SCHEDULE OF ACTIVITY FOR CONTRACT LIABILITIES (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Balance as of beginning of period	$ 200	$ 70
Additions	160	156
Realizations	(279)
Balance as of end of period	131	120
Octomera [Member]
Deconsolidation	110	(106)
OBI [Member]
Deconsolidation	$ (60)

OTHER SIGNIFICANT TRANSACTION_2

OTHER SIGNIFICANT TRANSACTIONS AND AGREEMENTS DURING THE NINE MONTHS ENDED SEPTEMBER 30, 2024 (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Aug. 09, 2024	Jul. 12, 2024	Apr. 05, 2024	Sep. 30, 2024	Jul. 10, 2024
Aggregate purchase price payable by Germfree			$ 8,340
Advance payments from Germfree				$ 6,720
Strategic Partnership Agreement [Member]
Sale of stock description	Pursuant to the Agreement, any new joint venture entity to be formed (the “JV”) will initially be owned 49% by the Company and 51% by HSHG. Thereafter, ownership of the JV entity will be based on each party’s respective contributions, and control of the board of the JV entity will be based upon such percentage contributions. Until the parties mutually agree to form the new JV entity, HSHG and the Company shall each carry out the respective tasks assigned to them for the implementation of the project in accordance with the Agreement and the applicable work plan thereunder
Material Definitive Agreement [Member]
Sale of stock description	(i) $10.3 per share (subject to adjustment for stock splits, consolidations and similar transactions) or (ii) a 5% premium to the Nasdaq official closing price of the common stock of the Company at the time of HSHG’s investment. Upon receipt by the Company of the $5,000 investment set forth above, HSHG will receive 485,437 three-year warrants to purchase 485,437 shares of the Company’s common stock at an exercise price equal to the greater of (i) $10.3 per share (subject to adjustment for stock splits, consolidations and similar transactions) or (ii) a 10% premium to the Nasdaq official closing price of the Company’s common stock. In addition, HSHG will have the option to provide up to $5,000 of additional funding for phase II, to be invested by December 31, 2025 in the Company’s shares of common stock under the same terms (the “Option”).
Material Definitive Agreement [Member] | Phase One [Member]
Sale of stock price per share	$ 10.3
Sale of stock percentage	5%
Material Definitive Agreement [Member] | Phase Two [Member]
Sale of stock price per share	$ 10.3
Sale of stock percentage	10%
Sale of stock investment amount	$ 5,000
Number of warrants issued	485,437
Broaden [Member]
Intangiable asset purchase price valued by third party					$ 11,000
Intangiable asset purchase price valued by third party					$ 10,767
Share price					$ 30
Common stock issue price					10%
Theracell [Member]
Intangiable asset purchase price valued by third party		$ 10,324
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; and
Intangible asset purchase price valued by third party		$ 13,000
[custom:PaymentDescriptionAsPerAgreement]		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. As of the date of this quarterly report on Form 10-Q, the Company had paid Theracell $243. The Company accounted for the Purchase agreement by recording the difference between the Consideration and Debt as research and development expenses, and the consideration that exceeds the debt was recorded in short term or other long-term liabilities as appropriate.
Theracell [Member] | Phase One [Member]
Intangible asset purchase price valued by third party		$ 5,000

LEGAL PROCEEDINGS (Details Narr

LEGAL PROCEEDINGS (Details Narrative) $ / shares in Units, $ in Thousands

1 Months Ended

Jul. 11, 2024 USD ($)

Jul. 11, 2024 ILS (₪)

Nov. 01, 2023 ILS (₪)

Oct. 26, 2023 USD ($)

Jan. 18, 2022 ILS (₪)

Nov. 30, 2024 USD ($)

Sep. 05, 2024 $ / shares

Jul. 14, 2024 $ / shares

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 ($)

Apr. 30, 2018 shares

Mar. 31, 2018 USD ($)

Proceedings actions taken by plaintiff description

In the Complaint, the plaintiffs are seeking that the Court issue a declaratory remedy whereby the defendants are required to pay royalties to the plaintiffs at the rate of 7% of the sales and 24% of any and all revenues in consideration for sublicenses related to any product, service or process that contain know-how and technology of Sheba and any and all know-how and technology either developed or supervised by Prof. Ferber in the field of cell therapy, including in the category of the point-of-care platform and any and all services and products in relation to the defendants’ CDMO activity

Loss contingency, damages paid, value | ₪

₪ 10,000

Royalty guarantee commitments amount

$ 896

Plaintiffs request damages amount | ₪

₪ 40,140

Exercise price of warrants | $ / shares

$ 10.3

$ 10.3

$ 10.3

$ 10.3

$ 10.3

$ 10.3

Issuance of shares | shares

1,186,960

1,186,960

Common Stock [Member]

Principal amount outstanding

$ 383

Issuance of shares | shares

10,798

Unsecured Convertible Note Agreements [Member]

Unsecured convertible debt

$ 280

₪ 1,000,000

Monthly interest rate

2%

2%

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

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

Gain loss related to litigation settlement

$ 12

Consultation Agreement [Member]

Warrants awarded | shares

80,000

80,000

Exercise price of warrants | $ / shares

$ 5.2

Unsecured Convertible Note Two Agreements [Member]

Gain loss related to litigation settlement

$ 57

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%