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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 (Mark
One)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2023

 or

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from __________________________ to __________________________

 Commission
file number 001-38416

INC.

 (Exact
name of registrant as specified in its charter)

 Nevada

 98-0583166

 State
 or other jurisdiction

 (I.R.S.
 Employer

 of
 incorporation or organization

 Identification
 No.)

 20271
Goldenrod Lane, Germantown, MD 20876

 (Address
of Principal Executive Offices) (Zip Code)

 Registrant's
telephone number, including area code: (480) 659-6404

 Securities
registered pursuant to Section 12(b) of the Act:

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 Common
 Stock, par value $0.0001 per share

 ORGS

 The
 Nasdaq Capital Market

 Securities
registered pursuant to Section 12(g) of the Act: None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer"
"smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 growth company

 If
an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to § 240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 The
aggregate market value of the common stock held by non-affiliates of the registrant as of the last business day of the registrant's
most recently completed second fiscal quarter (June 30, 2023) was $ 35,033,921, as computed by reference to the closing price of such
common stock on The Nasdaq Capital Market on such date.

 The
registrant had 34,338,782 shares of common stock outstanding as of April 15, 2024.

 DOCUMENTS
INCORPORATED BY REFERENCE

 None.

INC.

 2023
FORM 10-K ANNUAL REPORT

 TABLE
OF CONTENTS

 Page

 ITEM 1. BUSINESS

 ITEM 1A. RISK FACTORS

 ITEM 1B. UNRESOLVED STAFF COMMENTS

 ITEM 1C. CYBERSECURITY

 ITEM 2. PROPERTIES

 ITEM 3. LEGAL PROCEEDINGS

 ITEM 4. MINE SAFETY DISCLOSURES

 ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 ITEM 6. [RESERVED]

 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 ITEM 9A. CONTROLS AND PROCEDURES

 ITEM 9B. OTHER INFORMATION

 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 ITEM 11. EXECUTIVE COMPENSATION

 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 ITEM 16. FORM 10-K SUMMARY

 SIGNATURES

 SPECIAL
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 The
following discussion should be read in conjunction with the financial statements and related notes contained elsewhere in this Annual
Report on Form 10-K. Certain statements made in this discussion are "forward-looking statements" within the meaning of 27A
of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934,
as amended. These statements are based upon beliefs of, and information currently available to, the Company's management as well
as estimates and assumptions made by the Company's management. Readers are cautioned not to place undue reliance on these forward-looking
statements, which are only predictions and speak only as of the date hereof. When used herein, the words "anticipate," "believe,"
"estimate," "expect," "forecast," "future," "intend," "plan,"
"predict," "project," "target," "potential," "will," "would,"
"could," "should," "continue" or the negative of these terms and similar expressions as they relate
to the Company or the Company's management identify forward-looking statements. Such statements reflect the current view of the
Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors, including the risks relating
to the Company's business, industry, and the Company's operations and results of operations. Should one or more of these
risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from
those anticipated, believed, estimated, expected, intended, or planned.

 Although
the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future
results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the
United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

 Our
financial statements are prepared in accordance with accounting principles generally accepted in the United States ("GAAP").
These accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments
and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments
and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of
the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial
statements would be affected to the extent there are material differences between these estimates and actual results. The following discussion
should be read in conjunction with our financial statements and notes thereto appearing elsewhere in this report.

 Unless
otherwise indicated or the context requires otherwise, the words "we," "us," "our," the "Company,"
"our Company" or "Orgenesis" refer to Orgenesis Inc., a Nevada corporation, and our majority or wholly-owned
subsidiaries: Orgenesis Belgium SRL, a Belgian-based entity (the "Belgian Subsidiary"); Orgenesis Ltd., an Israeli corporation
(the "Israeli Subsidiary"); Orgenesis Switzerland Sarl, (the "Swiss Subsidiary"); Koligo Therapeutics Inc., a
Kentucky corporation ("Koligo"); Orgenesis CA, Inc. (the "California Subsidiary"); Mida Biotech BV ("Mida");
Orgenesis Italy SRL (the "Italian Subsidiary"), Orgenesis Austria GmbH, an Austrian corporation ("Orgenesis Austria"),
Octomera LLC (formerly Morgenesis LLC, a Delaware entity which was renamed to Octomera LLC during 2023) ("Octomera") and
its wholly or majority owned subsidiaries, Orgenesis Korea Co. Ltd., a Korean based entity; Orgenesis Services SRL, a Belgian-based entity;
Orgenesis Maryland LLC a Maryland entity; Orgenesis Biotech Israel Ltd. ("OBI"), an Israeli entity; Tissue Genesis International
LLC ("Tissue Genesis") a Texas limited liability company; Orgenesis Germany GmbH, a German entity; Orgs POC CA Inc, a Californian
entity; Orgenesis Australia PTY LTD an Australian entity, Theracell Laboratories IKE ("Theracell Laboratories"), a Greek
company, and OCTO Services LLC, a Delaware limited liability company.

 Forward-looking
statements made in this Annual Report on Form 10-K include statements about:

 Corporate
and Financial

 our
 ability to generate revenue from the commercialization of our point-of-care cell therapy
 ("POCare") to reach patients and to increase such revenues;

 our
 ability to achieve profitability;

 our
 ability to manage our research and development programs that are based on novel technologies;

 our
 ability to grow the size and capabilities of our organization through further collaboration
 and strategic alliances to expand our point-of-care cell therapy business;

 our
 ability to control key elements relating to the development and commercialization of therapeutic
 product candidates with third parties;

 our
 ability to manage potential disruptions as a result of the continued impact of the coronavirus
 outbreak;

 our
 ability to manage the growth of our company;

 our
 ability to attract and retain key scientific or management personnel and to expand our management
 team;

 the
 accuracy of estimates regarding expenses, future revenue, capital requirements, profitability,
 and needs for additional financing; and

 our
 belief that our therapeutic related developments have competitive advantages and can compete
 favorably and profitably in the cell and gene therapy industry.

 Cell
& Gene Therapy Business ("CGT")

 our
 ability to adequately fund and scale our various collaboration, license, partnership and
 joint venture agreements for the development of therapeutic products and technologies;

 our
 ability to advance our therapeutic collaborations in terms of industrial development, clinical
 development, regulatory challenges, commercial partners and manufacturing availability;

 our
 ability to implement our POCare strategy in order to further develop and advance autologous
 therapies to reach patients;

 expectations
 regarding our ability to obtain and maintain existing intellectual property protection for
 our technologies and therapies;

 our
 ability to commercialize products in light of the intellectual property rights of others;

 our
 ability to obtain funding necessary to start and complete such clinical trials;

 our
 ability to further our CGT development projects, either directly or through our JV partner
 agreements, and to fulfill our obligations under such agreements;

 our
 belief that our systems and therapies are as at least as safe and as effective as other options;

 our
 relationship with Tel Hashomer Medical Research Infrastructure and Services Ltd. ("THM")
 and the growing risk that THM may cancel or, at the very least continue to challenge, the
 License Agreement with the Israeli Subsidiary;

 the
 outcome of certain legal proceedings that we are or may become involved in;

 our
 license agreements with other institutions;

 expenditures
 not resulting in commercially successful products;

 our
 dependence on the financial results of our POCare business;

 our
 ability to complete development, processing and then roll out Orgenesis Mobile Processing
 Units and Labs ("OMPULs") generate sufficient revenue from our POCare Services;
 and

 our
 ability to grow our POCare business and to develop additional joint venture relationships
 in order to produce demonstrable revenues.

 These
statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section
entitled "Risk Factors" set forth in this Annual Report on Form 10-K for the year ended December 31, 2023, any of which may
cause our Company's or our industry's actual results, levels of activity, performance or achievements to be materially different
from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These
risks may cause the Company's or its industry's actual results, levels of activity or performance to be materially different
from any future results, levels of activity or performance expressed or implied by these forward-looking statements.

 Although
we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels
of activity or performance. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of these
forward-looking statements. The Company is under no duty to update any forward-looking statements after the date of this report to conform
these statements to actual results.

 PART
I

 ITEM
1. BUSINESS

 (All
monetary amounts are expressed in thousands of US dollars, unless stated otherwise)

 Business
Overview

 We
are 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"). We are mostly focused on autologous
therapies that can be manufactured under processes and systems that are developed for each therapy using a closed and automated approach
that is validated for compliant production near the patient for treatment of the patient at the point of care ("POCare").
This approach has the potential to overcome the limitations of traditional commercial manufacturing methods that do not translate well
to commercial production of advanced therapies due to their cost prohibitive nature and complex logistics to deliver such treatments
to patients (ultimately limiting the number of patients that can have access to, or can afford, these therapies).

 Advanced
Therapy Medicinal Products and POCare Overview

 ATMP
means one of any of the following medicinal products that are developed and commercialized for human use:

 A
 somatic cell therapy medicinal product ("STMP") that contains cells or
 tissues that have been manipulated to change their biological characteristics or cells or
 tissues not intended to be used for the same essential functions in the body;

 A
 tissue engineered produc t ("TEP") that contains cells or tissues that
 have been modified so that they can be used to repair, regenerate, or replace human tissue;
 or

 A
 gene therapy medicinal product ("GTMP") that engineers genes that lead
 to a therapeutic, prophylactic, or diagnostic effect and, in many cases, work by inserting
 "recombinant" genes into the body, usually to treat a variety of diseases, including
 genetic disorders, cancer, or long-term diseases. In this case, a recombinant gene is a stretch
 of DNA that is created in the laboratory, bringing together DNA from different sources.

 It
is important to note that, although STMPs and GTMPs currently dominate the market, in order to access the market potential and trends
in the future, other cell products are likely to be essential in all of these categories. We believe that autologous therapies represent
a substantial segment of the ATMP market. Autologous therapies are produced from a patient's own cells versus allogeneic therapies
that are mass-cultivated from donor cells via the construction of master and working cell banks and are then produced on a large scale.
Developers and manufacturers of ATMPs (both autologous and allogeneic) currently rely heavily on production using traditional centralized
supply chains and manufacturing sites.

 CGTs
are costly and complex to produce. We also refer to CGTs as "living drugs" since they are based on maintaining the cell's
vitality. Therefore, there is no possibility to sterilize the products, since such a process involves killing any living organism. Many
of these therapies require sourcing of the patient's cells, engineering them in a sterile environment and then transplanting them
back to the patient (so-called "autologous" CGT). This presents multiple logistic challenges as each patient requires their
own production batch, and the current processes involve complex laboratory-based types of manipulations requiring highly trained lab
technicians. We are leveraging a unique approach to therapy production using our POCare Platform to potentially overcome some of the
development and supply chain challenges of affordably bringing CGT to patients.

 To
achieve these goals, we have developed a collaborative worldwide network of research institutes and hospitals who are engaged in the
POCare model ("POCare Network"), and a pipeline of licensed POCare advanced therapies that can be processed and produced
under such closed and automated processes and systems ("POCare Therapies"). We are developing our pipeline of advanced therapies
and with the goal of entering into out-licensing agreements for these therapies.

 We
believe that, for this industry to prosper, it must be based on utilizing a standardized platform. Cellular therapies, though defined
as drug products, conceptually differ from other drug modalities. The way these drug products are produced is inherently different from
producing existing drugs. They are based on reprogramming of cells sourced from the patient or from a donor. They are not composed of
purchased chemical components such as typical pharmaceuticals, nor are they harvested in large quantities from genetically engineered
cell lines and then sterilized such as typical biotech products. These "living drug" products are, in most cases, produced
per patient individually in a highly sterile and controlled environment, and their efficacy is optimized when administered a short time
following production as fresh product.

 To
advance the execution of our goal of bringing such therapies to market, we have designed and built our POCare Platform - a scalable infrastructure
of technology and services that ensures a central quality system, replicability and standardization of infrastructure and equipment,
and centralized monitoring and data management. The platform is constructed on POCare Centers that serve as hubs that implement locally
our POCare quality system, Good Manufacturing Practices ("GMP"), training procedures, quality control testing and incoming
supply of materials and oversee the actual production in the Orgenesis Mobile Processing Units & Labs ("OMPULs"). The
POCare Platform is operated by Octomera (see below). This platform is utilized by other parties, such as biotech companies and hospitals
for the supply of their products. Octomera services include adapting the process to the platform and supplying the products ("POCare
Services"). These are services for third party companies and for CGTs that are not necessarily based on our POCare Therapies.

 We
believe that decentralized cell processing offered through our POCare Platform could potentially democratize supply, increase production
capacity, simplify logistics and shorten turnaround time. These benefits may significantly lower production costs and potentially allow
us to make progress toward its vision of improved access and outcomes in healthcare.

 The
global CGT market is growing at a rapid pace, now with over 2,000 active clinical trials (Alliance for Regenerative Medicine (ARM) H1
2022 Report), including 200+ in Phase III and 254 new clinical trials in 2022 (ARM State of the Industry Briefing). Several biotech companies
developing CGTs have been acquired by large pharma (Gilead Sciences acquired Kite Pharma, Roche acquired Spark Therapeutics, Bayer acquired
AskBio) for several billion dollars before generating their first revenues. According to an article by McKinsey & Company from April
2020, CGT products account for 12 percent of the industry's clinical and 16 percent of the preclinical pipeline.

 This
is a relatively new field, developing quickly in the last decade. The initial development of these therapies began at clinical research
centers, based on attempts of researchers and clinicians to incorporate the scientific knowledge that accumulated from the biotechnology
industry, including advancements in genetic engineering of cells, cell sourcing, tissue engineering and the medical advancements of immunology.
In the early years of development, it was not even clear if such therapies would be considered a clinical treatment (such as a bone marrow
transplant) or drug product such as a recombinant protean. In the last decade there has been much development in the regulatory framework
required to bring such products to market, but still there is vagueness in some markets and unique regulatory pathways (such as the legal
framework in the EU for hospital exemption allowing hospitals who wish to provide such therapies to their patients to take responsibility
for treating patients). Though the biotech industry has embraced this new modality of drug development, they face many challenges. The
pharma and biotech companies are used to centralized production and providing shelf products that can be stored and made available on
demand. Their development and production teams are eager to fit these therapies into the existing well-known paradigms. This has proven
to be extremely challenging, and the result has been approvals of products such as CAR-Ts for blood cancers and products for treatment
of genetic diseases costing hundreds of thousands of dollars, or even over a million dollars per patient. The capacity to produce such
products is limited and though they are considered a breakthrough in terms of clinical results, the high cost has been prohibitive of
market acceptance.

 While
the biotech industry struggles to determine the best way to lower cost of goods and enable CGTs to scale, the scientific community continues
to advance and push the development of such therapies to new heights. Clinicians and researchers are excited by all the new tools (new
generations of industrial viruses, big data analysis for genetic and molecular data) and technologies (CRISPR, mRNA, etc.) available
(often at a low cost) to perform advanced research in small labs. Most new therapies arise from academic institutes or small spinouts
from such institutes. Though such research efforts may manage to progress into a clinical stage, utilizing lab based or hospital-based
production solutions they lack the resources to continue the development of such drugs to market approval.

 Historically,
drug/therapeutic development has required investments of hundreds of millions of dollars to be successful. One significant cause for
the high cost is that each therapy often requires unique production facilities and technologies that must be subcontracted or built.
Further the cost of production during the clinical stage is extremely expensive, and the cost of the clinical trial itself is very high.
Given these financial restraints, researchers and institutes hope to out- license their therapeutic products to large biotech companies
or spin-out new companies and raise large fundraising rounds. However, in many cases they lack the resources and the capability to de-risk
their therapeutic candidates enough to be attractive for such fundings or partnership.

 Our
POCare Network is an alternative to the traditional pathway of drug development. Orgenesis works closely with many such institutes and
is in close contact with researchers in the field. The partnerships with leading hospitals and research institutes gives us a deep insight
as to the developments in the field, as well as the market potential, the regulatory landscape and optimal clinical pathway to potentially
bring these products to market.

 The
ability to produce these products at low cost, allows for an expedited development process and the partnership with hospitals around
the globe enables joint grants and lower cost of clinical development. The POCare Therapies division reviews many therapies available
for out licensing and select the ones which they believe have the highest market potential, can benefit the most from a point of care
approach and have the highest chance of clinical success. It assesses such issues by utilizing its global POCare Network and its internal
knowhow accumulated over a decade of involvement in the field.

 The
goal of this in-licensing is to quickly adapt such therapies to a point-of- care approach through regional partnerships, and to out-license
the products for market approval in preferred geographical regions. This approach lowers overall development cost, through minimizing
pre-clinical development costs incurred by us, and through receiving of the additional funding from grants and/or payments by regional
partners.

 Our
Therapies development subsidiaries are:

 Therapeutics, Inc., a Kentucky corporation, which is a regenerative medicine company, specializing
 in developing personalized cell therapies. It is currently focused on commercializing its
 metabolic pipeline via the POCare Network throughout the United States and in international
 markets.

 CA, Inc. a Delaware corporation, which is currently focused on development of our technologies
 and therapies in California.

 Belgium SRL which is currently focused on product development. Since its incorporation the
 subsidiary has received grant awards of over Euro 19 million from the Walloon region for
 several projects (DGO6 grants). We intend to continue applying for the Walloon Region support
 of our future pre-clinical and clinical development plans.

 Switzerland Sarl, which is currently focused on providing group management services.

 MIDA
 Biotech BV, which is currently focused on research and development activities, was granted
 a 4 million Euro grant under the European Innovation Council Pathfinder Challenge Program
 which supports cutting-edge science and technology. The grant is for technologies enabling
 the production of autologous induced pluripotent stem cells (iPSCs) using microfluidic technologies
 and artificial intelligence (AI).

 Italy SRL which is currently focused on R&D activities. Orgenesis has joined an Italian
 consortium dedicated to the implementation of a research program in the field of gene therapy
 and drug development with RNA technology. The program is sponsored by the Italian national
 recovery and resilience plan "strengthening of research structures and creation of
 national R&D champions on key enabling technologies.

 Ltd., an Israeli subsidiary which is focused on R&D and a provider of R&D management
 services for out licenced products. Israel as a hub for biotech research and pioneers in
 this field

 Austria GmbH, which is currently focused on the development of the Company's technologies
 and therapies.

in Development

 Our
cell and gene therapies pipeline includes investigational therapies and next-generation technologies that have the power to transform
the way cancer and other unmet clinical needs are treated. Our pipeline is predominantly comprised of personalised autologous cell therapies,
meaning that patients receive cells that originate from their own body, virtually eliminating the risk of an immune response and rejection.

 Our
promising pipeline focuses on Advanced Therapy Medicinal Products originating from proprietary internal, joint ventures and in-licensing
agreements with both biotech companies and leading research institutions. Our main therapeutic fields encompass cell-based immuno-oncology,
cell-based drug delivery platforms, regenerative medicine, anti-viral and autoimmune disease.

 The
following table summarizes our therapies in development, which are discussed in detail below:

 Therapy

 Development
 Stage

 Indication

 Immuno-Oncology

 HiCAR-T

 Hospital
 exemption/

 IND
 enabling studies

 B-ALL,
 B-cell Lymphoma

 T-LOOP

 IND
 enabling studies

 Solid
 Tumors

 MDVAC

 IND
 enabling studies

 Solid
 Tumors

 CeCART

 Solid
 Tumors

 Intra
 Nasal Delivery of Cell based Immunotherapy

 Drug
 delivery technology, Glioblastoma

 Intra
 Nasal Delivery of Cell based Immunotherapy

 Drug
 delivery technology, Glioblastoma

 Metabolic
 Diseases

 KYSLECEL

 Market
 approval in the US

 TP-IAT

 CellFix

 use

 Cartilage
 Defects

 AutoSVF

 development

 Systemic
 ARDS, vascular disorders

 MSCP

 Wound
 healing

 EVRD

 CKD

 KT-DM-103
and KT-CP-203 (3D-Printed Pancreatic Islets)

 Type
 1 diabetes and chronic pancreatitis

 Bioxomes

 Drug
 Delivery Technology

 MSPP

 Urinary
 Incontinence

 Anti-Viral

 RanTop,
Ranpirnase Topical Formulation

 development

 Anti-viral/
 Immune oncology

 Autovac

 Autologous
 viral vaccine

 Immuno-Oncology

 HiCAR-T
(CD 19)

 Chimeric antigen receptor T cells (also known as CAR-T cells) are T cells that have been genetically engineered to produce an artificial
T-cell receptor for use in immunotherapy. CAR-T cell therapy uses T cells engineered with CARs for cancer therapy. The premise of CAR-T
immunotherapy is to modify T cells to recognize cancer cells in order to more effectively target and destroy them. Physicians harvest
T cells from patients, genetically alter them, then infuse the resulting CAR-T cells into patients to attack their tumors. CAR-T cells
can be either derived from T cells in a patient's own blood (autologous) or derived from the T cells of another healthy donor (allogeneic).
Once isolated from a person, these T cells are genetically engineered to express a specific CAR, which programs them to target an antigen
that is present on the surface of tumors. After CAR-T cells are infused into a patient, they act as a "living drug" against
cancer cells. When they come in contact with their targeted antigen on a cell, CAR-T cells bind to it and become activated, then proceed
to proliferate and become cytotoxic.

 We
are developing a new and advanced anti-CD19 CAR-T therapy for treating B-cell Acute lymphoblastic leukemia (ALL) and other B-cell lymphoma
patients. This platform is utilizing a first-in-class processing technology that enables fast delivery of this product at low cost. This
CAR-T platform technology can potentially be utilized for multi-indications beyond blood cancer including for autoimmune indications.
Based on what management believes to be encouraging real world clinical data generated in an investigator initiated trial, we are prioritizing
cGMP production of our proprietary viral vector in order to generate clinical data to support regulatory filings in Europe and the US.

2023, the OMPUL production site in Israel was qualified to produce clinical batches for the CAR-T (CD 19). Agreement on conditions for
initiation of clinical study, which would be under a US IND, was reached with the Israeli ministry of health. In addition, Orgenesis
engaged the Paul Ehrlich Institute (PEI), which has provided scientific advice needed for initiation of trials in Belgium and Greece
for potential EU approval.

 CeCART

 Following
the success CAR-T therapy demonstrated in hematological malignancies, the therapeutic potential of CAR-T is employed for solid tumors
as well.

 We
are developing a CAR-T therapy for the treatment of solid tumors including pancreatic and colorectal cancers. The CAR is directed against
two members of the carcinoembryonic antigen-related cell adhesion molecule (CEACAM) family. These adhesion proteins are involved in tumor
growth, invasion, angiogenesis and immune evasion and their expression is correlated with poor prognosis. In pancreatic cancer, these
adhesion molecules are overexpressed on tumor cells while expression on healthy tissues is limited making them a promising therapeutic
target.

 The
CAR binding domain is based on a humanized monoclonal antibody, that specifically binds specific CEACAM molecules. We have an exclusive
license to use this proprietary antibody in CAR-T therapy. Using the humanized antibody binding domain, we have successfully completed
the CAR construct optimization, engineered CAR-T cells using our platform process and demonstrated in vitro efficacy and specificity.

 T-LOOP
(Tumor Infiltrating Lymphocytes (TIL))

 TIL
therapy is a clinically validated personalized cancer treatment based on infusion of autologous TILs expanded ex vivo from tumors. Once
expanded, the TILs are infused back into the patient where they attack the cancer cells with a high degree of specificity. We have developed
a GMP-compliant, reproducible and efficient production approach that is performed in a fully closed system enabling the generation of
functional TILs from various solid tumor biopsies. The expanded TILs lead to a more robust therapeutic response especially for solid
tumors such as lung cancer.

2023, we have completed methods validation and qualification required for clinical batch production. Moreover, the OMPUL production site
in Israel was qualified to produce clinical batches. Agreement on conditions for initiation of clinical study was reached with the Israeli
Ministry of Health.

 MDVAC

 Dual
vaccine cell-based cancer immunotherapy (MDVAC) is composed of two pre-activated APCs (DCs and Macrophages) loaded with allogenic whole
cancer cell lines, which maximize repertoire of cancer antigen presentation. MDVAC harnesses the immune system's natural ability
to recognize and react to cancer neo-antigens to boost cancer immunotherapy. Parallel cancer antigen presentation promotes improved immune
education and tumor recognition in the patient, leading to tumor growth arrest and metastasis decrease. This cell-based immunotherapy,
licensed from Columbia University, can be a developed for a wide range of solid tumors. The GMP production process was optimized, specificity
and activity tests were successfully developed. We plan to initiate interaction with regulatory authorities towards finalization of our
clinical strategy.

 Metabolic
Diseases

 KYSLECEL
(Autologous Pancreatic Islets)

 The
patient's own pancreatic islets, comprised of the cells that secrete insulin to regulate blood sugar, form KYSLECEL, a minimally
manipulated autologous cell-based product produced according to current good tissue practices (cGTP). The therapy has been allowed by
the U.S. Food and Drug Administration ("FDA") and is available in the US. The target population of KYSLECEL, as an islet
autologous transplant after total pancreatectomy (TP-IAT), is chronic or acute recurrent pancreatitis patients who are in need of insulin
secretory capacity preservation.

 KT-DM-103
and KT-CP-203 (3D-Printed Pancreatic Islets)

 Through
the acquisition of Koligo, we have exclusively licensed patents and technology from the University of Louisville Research Foundation,
related to the revascularization and 3D printing of cells and tissues intended for transplantation ("3D-V" technology platform).
Utilizing this technology, potential autologous and allogeneic pancreatic islet transplants may be implemented to treat type 1 diabetes
(KT-DM-103), and chronic pancreatitis (KT-CP-203). In addition to pancreatic islet transplantation, the 3D-V technology platform may
also support improved transplantation of other cell and tissue types.

 MSCP

 We
are developing a personalized cell-based therapy product for wound healing. The product is based on allogeneic Adipose-Derived Stem Cells
(ADSCs). Following expansion, the ADSCs are used for the extraction of BioxomeTM. We have established a process for encapsulation of
Topiramate, a well-known substrate used in other indications, during the Bioxome manufacture. The Bioxome-encapsulated Topiramate (Biox-Top)
will be further formulated in commercially available hyaluronic acid (HA), a well-known dermal filler, for topical application. Pre-clinical
development is ongoing following demonstration of anti-inflammatory efficacy in human skins explants.

 Bioxomes
as a cell-based delivery product

 Exosomes
are small, membrane-enclosed extracellular vesicles involved in cell-to-cell interactions. They may serve as a valuable therapeutic modality
given their ability to transfer a wide variety of therapeutic payloads to cells affecting the cells in multiple ways. The exosomes may
be designed to reach specific cell types.

 Bioxomes
are liposomes that are biocompatible and serve as cGMP/GLP-compliant exosome-like membrane nanostructures that can be produced from various
cell types. To this end, we have developed a proprietary large-scale cGMP-compatible manufacturing process for preparation of Bioxomes
from the following: human adipose cells, fibroblasts, blood cells, and plant cells.

 Additionally,
preliminary biodistribution studies demonstrated specific organ tropism, as well as enhanced skin penetration, when applied topically.
Further biodistribution and bioavailability studies with Bioxomes, encapsulated with selected therapeutic cargos are on-going to confirm
efficacy and safety. Bioxomes may be utilized as the next generation biological delivery platform for Immuno-Oncology indications. Currently,
the regulatory strategy is being finalized according to US FDA requirements.

 Anti viral

 RanTop,
Ranpirnase Topical Formulation

 We
are developing a novel topical gel formulation of an active RNA-degrading enzyme, called ranpirnase. Ranpirnase combats viral infections
by targeting double-stranded RNA including miRNA precursors, via RNA degradation catalysis. Topical ranpirnase demonstrated good tolerability
and preliminary clinical efficacy in the treatment of HPV-associated external anogenital warts (EGW) in a Phase 2a clinical study conducted
in Bolivia.

 Following
FDA positive pre-IND feedback, preclinical development program was initiated to support human clinical studies in the US. A dermal toxicology
feasibility study was conducted, showing that RanTop was well-tolerated in repeated daily topical administration. Systemic exposure following
topical administration need to be assessed during preclinical and clinical studies. For this purpose, a sensitive ranpirnase blood concentration
bioanalytical method was established.

 In
laboratory experiments, we have demonstrated the feasibility of ranpirnase encapsulation in Orgenesis Bioxome delivery platform. Bioxome
encapsulation, enhanced ranpirnase anti-viral activity in an in vitro test.

 Ranpirnase
was originally isolated from frog oocytes. We have focused on developing of a recombinant renpirnase, aiming at avoiding use of animal
and enabling a scalable cost-effective industrial process that meets regulatory requirements for biological drugs. We have successfully
demonstrated feasibility of producing active recombinant ranpirnase using genetically engineered bacterial fermentation. We plan to use
the recombinant ranpirnase in future development.

licensing partner, Okogen, Inc., has announced in October 2023 the initiation of a Phase IIb clinical trial in India evaluating OKG-0303
for acute infectious conjunctivitis ("Pink Eye"). OKG-0303 is a combination product containing ranpirnase (OKG-301) as an
antiviral active component.

 Autovac

 AutoVac
is an autologous, pan-antigenic vaccine platform for viral infections. The vaccine is based on the use of a specific target for
 ex vivo induction of autologous cell-based vaccine that enables rapid response in times of a viral outbreak. As initial proof
of concept, we are validating this novel cell-based vaccine platform against Coronavirus disease 2019 (COVID-19). Preliminary in vitro
 results demonstrated successful immune cell activation, correlated with antigen expression. We have confirmed vaccine platform specificity
and robustness by testing additional viral pathogens.

 We
are planning to complete pre-clinical immunogenicity studies and finalize product development toward clinical submissions.

 Strategic
CGT Therapeutics Collaborations

 Collaborations,
partnerships, joint ventures and license agreements are key components of our POCare strategy.

 Our
POCare technology collaborators and partners include Ori Biotech, Accellix, Columbia University in the City of New York, Caerus Therapeutics
Corporation, UC Davis, The Johns Hopkins University, The Weizman Institute of Science and others.

 In
addition, we have collaborations and joint ventures for developing POCare Therapies in jurisdictions throughout the world, including
various countries in North America, Europe, Latin America, Asia, and Australia. Such partnerships include in-licensing and out-licensing
of therapies, service contracts from the partners under co-development agreements, and development and manufacturing agreements for POCare
products supplied regionally. For more information, see note 12, "Collaboration and Licensing Agreements" of the "Notes
to the Financial Statements" included in Item 8 of this Annual Report on Form 10-K.

 Current
POCare Therapies Development Facilities

maintains commercial production facilities for KYSLECEL at an FDA-registered establishment in Indiana. Koligo is also developing new
technologies such as bio-degradable 3D structure to deliver islets and other cell/tissues. Koligo also maintains development labs at
its Indiana location to support continued development.

 The
Belgian Subsidiary

 The
Belgian Subsidiary specializes in developing and validating proprietary and advanced cell and gene therapies. The Belgian Subsidiary
benefits both from its central position in Europe and its being in the leading Walloon biotech cluster. Located near Namur, at Novalis
Science Park, the Belgian Subsidiary collaborates with leading medical and academic facilities which enables it to cover the drug product
life cycle from research to clinical stage through pre-clinical and quality control.

 Mida

 Mida
specializes in developing and validating proprietary and licensed advanced cell and gene therapies such IPS based therapies and AI in
its development labs in the Netherlands.

 The
Israel Subsidiary

 The
Israel Subsidiary occupies 400 square meters of labs and offices in Nes Ziona, Israel.

Services

 The
POCare Services that we and our affiliated entities perform include:

 Process
 development of therapies, process adaptation, and optimization inside the OMPULs, or "OMPULization";

 Adaptation
 of automation and closed systems to serviced therapies;

 Incorporation
 of the serviced therapies compliant with GMP in the OMPULs that we designed and built;

 Tech
 transfers and training of local teams for the serviced therapies at the POCare Centers;

 Processing
 and supply of the therapies and required supplies under GMP conditions within our POCare
 Network, including required quality control testing; and

 Contract
 Research Organization ("CRO") services for clinical trials.

 The
POCare Services are performed in decentralized hubs that provide harmonized and standardized services to customers ("POCare Centers").
We are working to expand the number and scope of our POCare Centers. We believe that this provides an efficient and scalable pathway
for CGT therapies to reach patients rapidly at lowered costs. Our POCare Services are designed to allow rapid capacity expansion while
integrating new technologies to bring together patients, doctors and industry partners with a goal of achieving standardized, regulated
clinical development and production of therapies.

Services Operations via Octomera

 We
currently conduct our core business operations ourselves and through Octomera and its subsidiaries which are all wholly owned except
as otherwise stated below (collectively, the "Subsidiaries"). The following is a description of Octomera and its subsidiaries:

LLC

 In
connection with the investment by an affiliate of Metalmark Capital Partners ("Metalmark" or "MM") in the Company's
subsidiary Octomera LLC (formerly Morgenesis LLC) ("Octomera" or "Morgenesis") in November 2022 ("the Metalmark
Investment"), the Company streamlined its Services related business into Octomera.

 On
June 30, 2023, in connection with an additional $1,000 investment in Octomera, the Company and MM entered into Amendment No. 1 to the
Second Amended and Restated Limited Liability Company Agreement (the "LLC Agreement Amendment") to change the name of Morgenesis
to "Octomera LLC" and to amend Morgenesis' board composition. Pursuant to the LLC Agreement Amendment, the board of
managers of Octomera (the "Octomera Board") became comprised of five managers, two of which were appointed by the Company,
one of which was an industry expert appointed by MM, and two of which were appointed by MM. The change was effective immediately. As
a result of the amendment to the composition of the Octomera Board pursuant to the LLC Agreement Amendment described above, the
Company deconsolidated Octomera from its consolidated financial statements as of June 30, 2023
("date of deconsolidation") and recorded its equity interest in Octomera as an equity method investment.

 On
January 29, 2024, the Company and MM entered into a Unit Purchase Agreement (the "UPA"), pursuant to which the Company acquired
all of the interests of Octomera that were owned by MM (the "Acquisition"). In consideration for such Acquisition, the Company
and MM agreed to the following consideration:

 Royalty
Payments: If Octomera and its subsidiaries generate Net Revenue during the calendar years of 2025, 2026 and 2027, then the Company will
pay 5% of Net Revenues to Seller pursuant to the UPA up to $40 million.

 Milestone
Payments: If the Company sells Octomera within ten years from the date of the Closing at a price that is more than $40 million excluding
consideration for certain Excluded Assets as per the UPA, the Company shall pay Seller 5% of the net proceeds.

to the acquisition, MM's designated members of the Board of Managers of Octomera resigned and the Company amended the Second Amended
and Restated Limited Liability Company Agreement of Octomera to be a single member agreement to reflect the transactions contemplated
by the UPA so that MM shall no longer (i) be a party to such agreement, (ii) have a right to appoint members of the board of managers
of Octomera or (iii) be a member of Octomera.

 The
Company currently owns 100% of Octomera.

 The
Octomera subsidiaries which are all wholly owned except as otherwise stated below (collectively, the "Subsidiaries") include:

 Maryland LLC, which is the center of POCare Services activity in North America and is currently
 focused on setting up and providing POCare Services and cell-processing services to the POCare
 Network.

 Genesis International LLC, a Texas limited liability company currently focused on development
 of our technologies and therapies.

 Services SRL, which is currently focused on expanding our POCare Network in Belgium.

 Germany GmbH, which is currently focused on providing CRO services to the POCare Network.

 Korea Co. Ltd., which is a provider of cell-processing and pre-clinical services in Korea.
 Octomera owns 94.12% of the Korean Subsidiary.

 Biotech Israel Ltd., which is a provider of process development and cell-processing services
 in Israel.

 Australia PTY LTD, which was transferred to Octomera in January 2023 and is currently focused
 on the development of our POC Network in Australia.

 Laboratories IKE ("Theracell Labs"), a Greek company currently focused on expanding
 our POCare Network.

 ORGS
 POC CA Inc, incorporated in 2023, which is currently focussed on expanding our POCare Network
 in California.

 Octo
 Services LLC, a Delaware entity incorporated in 2023.

 Integration
of Custom Fit Solutions within the POCare Center

 Our
aim is to provide a pathway to bring ATMPs in the cell and gene therapy industry from research to patients worldwide through our POCare
Platform. We define point of care as a process of collecting, processing, and administering cells as close as possible to the clinical
setting. We believe that this approach is an attractive proposition for CGT during the clinical development stage and even more so upon
market approval therapies. This will potentially help to minimize or eliminate the need for cell transportation, which is a high-risk
and costly aspect of the supply chain, further allowing flexible production and patient treatment and reduce the cost and lengthy timelines
associated with building additional clean rooms and complex tech transfers between production sites.

 We
believe that the existing industry paradigm in which each therapy developer invests in setting up unique infrastructure such as specialized
clean rooms and production facilities is inefficient. The cost of construction, regulatory authorization and maintenance of these facilities
is not only prohibitive but extremely difficult and lengthy to replicate, allowing no economies of scale. We have based the design of
our POCare Platform on the concept of standardizing infrastructure by providing flexible building blocks through the POCare Centers and
OMPULs, which allows for quick expansion at multiple locations.

 Local
 Decentralization: POCare Centers are set up in preferred regions, based on nearby hospitals'
 capacity needs, and support the POCare Services model by providing POCare Services.

 Global
 Harmonization: The POCare Platform overcomes conventional processing challenges by enabling
 high quality standards and sterile, scalable onsite processing of CGTs orchestrated by the
 POCare Centers to service local hospitals. Processing infrastructure is harmonized and reproducible
 using the OMPUL. The use of an OMPUL can shorten implementation time from approximately 18-24
 months to approximately 3-9 months, offers a more cost-effective environment and enables
 local scalability by connecting additional OMPULs. The network structure is supported and
 connected by the centralization of the harmonized best industry practices and standards to
 meet the highest quality standards ("QMS", Quality Management System). Further
 global harmonization is implemented through standardization of the training programs, centralized
 data management and a unified supply chain.

 OMPULization
 of Therapies: Strong process development capabilities are critical for any CGT to scale.
 All therapeutic candidates must undergo some level of process development to move from the
 discovery phase to the clinical phase, if only to establish the same protocols under GMP.
 The POCare Platform takes process development to the next level, implementing a process we
 call OMPULization. OMPULization includes unitizing the process to the exact specifications
 of the OMPUL so it can be rapidly implemented in OMPULs around the world. In addition, OMPULization
 incorporates the latest technology solutions to close and automate the process whenever possible.

 Integrated
closed and automated processing systems require fewer full-time employees ("FTEs") to produce GMP batches, resulting in lower
cost of goods and a process that has the ability to scale in sync with market demand. Full automation may not be necessary for all clinical
phases, but it is important to plan for future incorporation. To this end, we have invested time and capital into evaluating relevant
technology for CGT processing and have developed proprietary equipment that did not exist in the marketplace.

 We
aim to build value in various aspects of our company ranging from supply related processes including development and distribution systems,
clinical and regulatory services, engineering and devices such as OMPULs discussed below and delivery systems. Therapies serviced include
immuno-oncology, anti-aging, metabolic, dermatology, orthopedic, as well as regenerative technologies.

 The
POCare Platform is a unique globally harmonized and decentralized CGT-processing infrastructure that offers cost-effective processing
capacities with ease for scalability and reproducibility. By producing personalized cell and gene therapies (CGTs) utilizing the POCare
Platform, we are able to add new capacity within months instead of years. Over time, we have worked to develop and validate POCare Technologies
that can be combined within mobile production units for advanced therapies.

 We
have made significant investments in the implementation of several therapy types in OMPULs and have made significant progress in the
validation, risk analysis, regulatory and other related tasks relating to the OMPULs. We are setting up the OMPULs through our POCare
Centers. OMPULs are designed for the purpose of validation, development, performance of clinical trials, manufacturing and/or processing
of potential or approved cell and gene therapy products in a safe, reliable, and cost-effective manner at the point of care, as well
as the manufacturing of such CGTs in a consistent and standardized manner in all locations. The design delivers a potential industrial
solution for us to deliver CGTs to most clinical institutions at the point of care.

 Above
are diagrams of an OMPUL and partial interior for illustrative purposes only.

 We
have finalized or are in the process of finalizing the development of several POCare Centers and adapting to the local requirements of
each POCare Center with the target of achieving a capacity to process and supply CGTs per production contracts. As we expand operations,
we expect that the OMPUL setup costs will decline over time. Most of our POCare revenue to date is in support of the implementation of
technologies and therapies in the OMPULs and production at the POCare Sites.

 We
have established POCare Centers in several locations globally, in which we perform process development and manufacturing activities for
several types of CGT products. For example, in Israel, our POCare Center includes process development and QC labs, as well as OMPULs
located at a hospital site in the center of Israel and an additional OMPUL in preparation for an additional hospital. In these OMPULs,
we currently manufacture TILs and CAR-T therapies. In Greece, our POCare Center includes three OMPULs installed in place and a process
development lab, currently servicing two customers. Our POCare Center in Maryland, USA, includes an operating process development lab.
We are also establishing cleanroom-based facility funded by a government grant. In Spain we have an OMPUL producing a clinical grade
product.

Services Development Facilities

 OBI

 OBI
is our specialized process and technology development wholly-owned subsidiary focused on custom-made process development, upscaling design
from lab to industry innovation and automation procedures, which are extremely essential in the cell therapy industry. OBI is located
in Bar-Lev Industrial Park utilizing the exclusive Israeli innovative ecosystem and highly experienced and talented associates including
Ph. D. holders and biotechnology engineers. The center provides end to end solutions to cell therapy industrialization, process development
capabilities and proficiency, custom-made engineering and a unique platform for creative design and process optimization. OBI occupies
1,300 square meters of labs and offices resulting in an efficient and unique environment for cell therapy development. In connection
with the sales of our Masthercell Global subsidiary ("Masthercell Sale") completed in 2020, for a period of three years in
the European Union and five years in the United States and the rest of the world from the closing date of the Masthercell Sale, we agreed
that OBI will not manufacture products on a contract basis for third-party customers in any jurisdiction other than the State of Israel,
but it may conduct such CDMO business in the State of Israel, solely for customers located within the State of Israel or with respect
to therapies intended for distribution solely within the State of Israel. The Masthercell sale agreement stipulated that OBI may also
conduct, worldwide, (i) point-of-care system, point-of-care products, point-of-care systems, point-of-care processing, and point-of-care
development services for the development, manufacturing or processing of therapeutics, processes, systems and technologies to treat patients
in a point-of-care clinical, hospital or institutional setting, any future point-of-care services substantially related to the foregoing,
and advanced therapy medicinal products either proprietary to us or our affiliates or proprietary to a third-party partner (including
a joint venture partner) or collaborator, which includes research, development, systems, manufacturing and processing of therapeutic
technology products, systems, and processes, methods or services and (ii) research, manufacturing, development and other activities related
to the research, development, manufacturing, discovery and commercialization of therapeutic products or technologies, and processes,
systems, methods or services thereof for its own account or in order to make such products or services available for the account of their
third-party partners (including joint venture partners) or collaborators (including such therapeutic products, processes or technologies
in which we or one of our affiliates has an economic interest or any relationship with any third-party or that are created, developed,
manufactured or sold by a joint venture, partnership or collaboration between us or any of our affiliates and a third-party (individually
and collectively, "Permitted Business").

 On
February 14, 2024, following a claim for payment of past salaries due, by employees of Orgenesis Biotech Israel Limited ("OBI"),
the district court in Haifa appointed a trustee to run the affairs of OBI with the intention of rehabilitating OBI to be able to operate
and pay OBI's creditors under an arrangement with them.

 The
Korean Subsidiary

 The
Korean Subsidiary has a particular focus on developing innovative cell therapies for our customers. In connection with the Masthercell
Sale completed in 2020, for a period of three years in the European Union and five years in the United States and the rest of the world
from the closing date of the Masthercell Sale, we agreed that the Korean Subsidiary will not manufacture cell and gene products on a
contract basis for third-party customers in any jurisdiction other than South Korea, but it may conduct CDMO business in South Korea,
solely for customers located within South Korea and with respect to therapies intended for distribution solely within South Korea, provided
that the Korean Subsidiary may conduct Permitted Business.

Genesis International

 The
Tissue Genesis Icellator is used to isolate stromal and vascular fraction cells ("SVF") from a patient's own
(autologous) adipose tissue (fat). The Tissue Genesis Icellators, associated disposable kits, and our proprietary enzyme Adipase,
are made by contract manufacturers and warehoused at our ISO 13485-certified and FDA-registered facility in Texas. From this facility
we fill orders for our customers all around the world and maintain research and development labs to support continued product development.

Genesis International ("TGI") has expanded its development pipeline from the Icellator to additional systems for automation
of Cell and Gene Therapy and incorporation of these various platforms into the OMPULs.

 On
the Icellator front, in 2022 TGI continued to service our existing customers both domestically and abroad, added new customers, increased
revenue from sales, extended shelf-life of existing Icellator inventory, continued Adipase development, and engaged in production of
a new lot of disposables.

 TGI
includes the integration of our development projects, foremost among them the Control Tower for automation of cGMP cell and gene therapy
inside the OMPULs. In 2022 TGI brought this project into the ISO quality system and engaged with contract engineering firms with the
requisite experience and that meet our stringent quality assurance standards.

Services SRL

Services SRL specializes on developing innovative cell therapies for our customers. The subsidiary benefits both from its central position
in Europe and its being in the leading Walloon biotech cluster. It occupies innovative facilities for the development and quality control
of therapies in R&D and GMP grades.

Laboratories, located in Greece, specializes on developing and processing innovative cell therapies for our customers. It was designated
as a "Priority Investment of Strategic National Importance" by Enterprise Greece, the official Greek national investment
and trade promotion agency, which is responsible for the allocation of Greek government funding. As a result of this designation, Theracell
will be inducted into Greece's fast-track licensing and approval process. This is expected to help advance development and clinical
use of our CGT at POCare, subject to regulatory requirements.

 Notable
2023 POCare Services Activities

 In
2023, we continued to focus on setting up our regional POCare activities. This included the setup of POCare Centers that oversee regional
development and GMP services, local OMPUL deployment and supply of products to the local clinical centers. We are in the process of expanding
the capacity of our POCare Centers in Maryland, Boston, California, Belgium, Greece, Slovenia, Israel, Italy, Spain and Korea. Future
set-up plans include potential sites in the U.S. and EU where we already have initial activity such as in Germany and Texas, as well
as in Australia and China.

 As
part of our POCare Services, we have developed the relevant GMP processes for a variety of therapies such as CAR-T, TILs and MSC based
therapies. We have developed OMPULs with the required systems for production of CAR-T, TILs and MSC products, and are working on several
other therapies intended for clinical testing. TIL, CAR-Ts and MSCs were already produced in the OMPULs for our customers. We have worked
closely with technology partners to adapt various systems for closed system production of the above products and continue our collaboration
efforts to develop fully automated systems for integration in the OMPULs.

 We
have expanded our collaboration with UC Davis having completed the first production batch of GMP grade lentivirus to be utilized for
clinical-grade production of CAR-Ts and the initial engineering batch of a CAR-T based on the Lenti Virus. We intend to establish and
validate the decentralized model of OMPUL placement in compliance with regulatory requirements. UC Davis has received a grant from the
California Institute for Regenerative Medicine (CIRM) to validate the decentralized approach based on our platform. In addition, the
parties aim to commercialize and install OMPULs at other sites within the State of California.

 We
have a partnership with Johns Hopkins University that already includes establishment of an analytical lab at FastForward, Johns Hopkins
Technology Ventures' (JHTV) innovation hub, and an agreed upon placement of an OMPUL.. Other activities include the provision of
Kyslecel to eight hospitals in the U.S. Finally, we have deployed OMPULs at leading hospitals in Israel, Italy and Spain.

 We
have set up a partnerships in Greece focusing on delivering advanced therapies to Greek hospitals.

 ICT-University
 of Patras

 Collaboration
with the Institute of Cell Therapies ("ICT"), which was established as a part of the University Centre for Research and Innovation
of the University of Patras. Theracell Laboratories will be responsible for the accreditation and operation of the Institute under GMP.

 Manufacturing
 of Cell and Gene Therapies at Athens Point of Care

 A
biomanufacturing unit has been set up in Athens (municipality of Koropi, Attika) The unit is staffed by experts in ATMP development,
production quality control and release of medicinal products from fully operational OMPULs under GMP principles.

to the Priority Investment of Strategic National Importance designation by Enterprise Greece, Theracell Laboratories received an investment
grant covering industrial research activities associated with the development and production of Cell and Gene therapies in a decentralized
manner in Greece. As of the date of this report, no funds have been received. However, once received, the operational costs of the activities
described above will be covered by the grant.

 Our
POCare Services are expanding to additional geographies, and we are providing services to the U.S., EU, and Asia.

Model, Business Development and Licenses

 Our
POCare Platform is comprised of three enabling components: a multitude of licensed cell based POCare Therapies to be produced in closed,
automated POCare Technology systems across a collaborative POCare Network. Our therapies include, but are not limited to, autologous,
cell-based immunotherapies, therapeutics for metabolic diseases, anti-viral diseases, and tissue regeneration. We are establishing and
positioning the business to bring point-of-care therapies to patients in a scalable way working directly with hospitals and through regional
partners and organizations active in autologous cell therapy product development, including facilities in various countries in North
America, Europe, Asia, the Middle East, and Australia. Our goal through the POCare Platform is to enable a rapid, globally harmonized
pathway for these therapies to reach large numbers of patients at lowered costs through efficient, and decentralized production. Our
POCare Network brings together industry partners, research institutes and hospitals worldwide to achieve harmonized, regulated clinical
development and production of the therapies.

 We
are focused on technology in licensing and therapeutic collaborations, and we out-license therapies marketing rights and manufacturing
rights to partners. In many cases, the partners are responsible for the preparation of clinical trials, local regulatory approvals and
regional marketing activities. Such licensing includes exclusive or nonexclusive, sublicensable, royalty bearing rights and license to
the Orgenesis Background IP as required to manufacture, distribute and market and sell Orgenesis products within the relevant territories.
In consideration of the rights and the licenses so granted, we receive a royalty in the range of ten percent of the net sales generated
by the partners and/or licensees or sublicensees (as applicable) with respect to the Orgenesis products.

 Our
business model of partnering with regional partners for initial clinical development of licensed POCare Therapies allows us to de-risk
our clinical development plans. We have access to the development and clinical data generated by our partners based on which we can make
informed decisions as to which of our assets have the most promising value for development in major markets such as the US and EU. Our
goal is once we have proof of concept and clinical data from our regional partners, we can focus on developing such therapeutic products.

 Further
to revenues generated from out-licensing, we generate revenues from POCare Services and sales which is comprised of:

 R&D
 development services provided to out-licensing partners

 We
have signed POCare development services Master Services Agreements ("MSAs") with our partners. In terms of the MSAs, we provide
certain broadly defined development services that relate to our licensed therapies designed to develop or enhance the therapy with the
objective of preparing it for clinical use. Such services, per therapy, include regulatory services, pre-clinical studies, intellectual
property services, development services, and GMP process translation. We also provide support services
to our customers.

 Hospital
 supply

 Hospital
services includes the sale or lease of products and the performance of processing services to our POCare hospitals or other medical providers.
We either work directly with hospitals or receive payments through our regional partnerships.

 Cell
 process development revenue

 We
provide cell process development services in some regions to third party customers. Those services are unique to the customers who retain
the ownership of the intellectual property created through the process.

 cell processing

 We
provide distributed cell processing services for third party customers at POCare Centers in close proximity to patients.

 Our
POCare revenue is as follows:

 Revenue stream:

 2023

 2022

 POCare development services

 $
 -

 $
 14,894

 Cell process development services and hospital services

 11,212

 POCare cell processing

 -

 9,919

 License fees

 -

 Total

 $

 $

 Competition
in the Cell Therapy Field

 The
biopharmaceutical industry is intensely competitive. There is continuous demand for innovation and speed, and as the cell-based therapies
market evolves, there is always the risk that a competitor may be able to develop other compounds or drugs that are able to achieve similar
or better results for indications. Potential competition includes major multinational pharmaceutical companies, established biotechnology
companies, specialty pharmaceutical companies, universities, and other research institutions. Many of these competitors have substantially
greater financial, technical, and other resources, such as larger research and development staff and experienced marketing and manufacturing
organizations with established sales forces. Smaller or early-stage companies may also prove to be significant competitors, particularly
through collaborative arrangements with large, established companies.

 Currently,
we are not aware of any other companies pursuing a business model similar to what we are developing under our POCare Platform. However,
our competitors in the CGT field who are significantly larger and better capitalized than us could undertake strategies similar to what
we are pursuing and even develop them at a much more rapid rate. These potential competitors include the same multinational pharmaceutical
companies, established biotechnology companies, specialty pharmaceutical companies, universities, and other research institutions that
are operating in the CGT field. In that respect, smaller or early-stage companies may also prove to be significant competitors, particularly
through collaborative arrangements with large, established companies.

 Intellectual
Property

 We
will be able to protect our technology and products from unauthorized use by third parties only to the extent it is covered by valid
and enforceable claims of our patents or is effectively maintained as trade secrets. Patents and other proprietary rights are thus an
essential element of our business.

 Our
success will depend in part on our ability to obtain and maintain proprietary protection for our product candidates, technology, and
know-how, to operate without infringing on the proprietary rights of others, and to prevent others from infringing our proprietary rights.
Our policy is to seek to protect our proprietary position by, among other methods, filing U.S. and foreign patent applications related
to our proprietary technology, inventions, and improvements that are important to the development of our business. We also rely on trade
secrets, know-how, continuing technological innovation, and in-licensing opportunities to develop and maintain our proprietary position.

 In
addition, we own or have exclusive rights to thirty-two (32) United States patents, eighty-seven (87) foreign-issued patents, twelve
(12) pending patent applications in the United States, fifty three (53) pending patent applications in foreign jurisdictions, including
Australia, Brazil, Canada, China, Europe, Hong Kong, India, Israel, Japan, Mexico, New Zealand, North Korea, Panama, Russia, Singapore,
South Africa, and South Korea, and fifteen (15) international Patent Cooperation Treaty ("PCT") patent applications. These
patents and patent applications relate, among others, to (1) dendritic cell based (whole cell) vaccines, and their use for treating cancer
and viral diseases; (2) compositions comprising Ranpirnase and other ribonucleases and their use for treating viral diseases; (3) tumor
infiltrating lymphocytes (TILs) and their use for treating cancer; (4) compositions comprising immune cells, ribonucleases, or antibodies
for treating COVID-19; (5) therapeutic compositions comprising exosomes, bioxomes, and redoxomes; (6) bioreactors for cell culture and
automated devices for supporting cell therapies; (7) chimeric antigen receptors (CARs); (8) Mobile Processing Units; (9) Cell-delivery
devices; and (10) skin diseases treatment and anti-aging compositions.

 We
have a granted U.S. patent and a pending U.S. patent application directed, among others, to dendritic cell-based (whole cell) vaccines,
and their use for treating cancer and viral diseases. If issued, any patents based on these applications will expire in 2037. The granted
U.S. patent will expire in 2037.

 We
have granted and pending U.S. patent applications directed, among others, to compositions comprising Ranpirnase and other ribonucleases
for the treatment of viral diseases. Granted U.S. patents and if issued, any patents based on these applications will expire between
2024 and 2042. Counterpart granted patents and patents applications were filed in Australia, Canada, China, Europe, Hong Kong, Japan,
Israel, Mexico, New Zealand, South Korea, Russian Federation, Singapore, and South Africa. If issued, any patents based on these applications
will expire between 2035 and 2042. These expiration dates do not include any patent term extensions that might be available following
the grant of marketing authorizations.

 We
have pending U.S. patent applications directed, among others, to therapeutic compositions comprising exosomes, bioxomes, and redoxomes.
If issued, any patents based on these applications will expire between 2029 and 2041. Counterpart patents applications were filed in
Australia, Brazil, Canada, China, Europe, India, Israel, Japan, Singapore and South Korea. If issued, any patents based on these applications
will expire in 2039 and 2041. These expiration dates do not include any patent term extensions that might be available following the
grant of marketing authorizations.

 We
have pending U.S. patent applications directed, among others, to compositions comprising ribonucleases and antibodies or bioxomes, and
their use for treating viral diseases, including COVID-19. Counterpart patent application was also filed in Israel. If issued, any patents
based on these applications will expire in 2042, without including any patent term extensions that might be available following the grant
of marketing authorizations. A counterpart patent application was filed in Israel.

 We
have a pending International PCT application directed, among others, to compositions comprising immune cells for treating COVID-19. If
converted into national phase applications and issued, any patents based on these applications will expire in 2042, without including
any patent term extensions that might be available following the grant of marketing authorizations.

 We
have granted U.S. patents and a granted AU patent, pending U.S. patent applications, directed, among others, to bioreactors for cell
culture and automated devices for supporting cell therapies. The granted U.S. patents will expire in 2027, and the granted AU patent
will expire in 2026. If issued, any patents based on these applications will expire in 2042. Counterpart patent applications were filed
in Australia, Europe, Israel, and Korea.

 We
have a pending US patent application directed, among others, to tumor infiltrating lymphocytes (TILs) and their use for treating cancer.
If issued, patents will expire in 2042, without including any patent term extensions that might be available following the grant of marketing
authorizations.

 We
have a pending U.S. patent application directed, among others, to compositions comprising mesenchymal stem cells, and their use for treating
solid tumors. If issued, any patent based on this application would expire in 2040. Counterpart patent applications were filed in China,
Europe, and Israel. If issued, any patents based on these applications would expire in 2040. These expiration dates do not include any
patent term extensions that might be available following the grant of marketing authorizations.

 We
have a pending International PCT application directed, among others, to methods of treating cancer or CNS-related diseases by intranasal
administration of an oncolytic virus. If converted into national phase applications and issued, any patents based on these applications
will expire in 2043, without including any patent term extensions that might be available following the grant of marketing authorizations.

 We
have two pending U.S. patent application and a pending international patent application, directed, among others, to chimeric antigen
receptors (CARs), and their use for treating malignancies. If issued, any patents based on the U.S. applications would expire in 2040
or 2042, without including any patent term extensions that might be available following the grant of marketing authorizations.

 We
have a pending International PCT application and a pending U.S. patent application directed, among others, to mobile processing laboratories
configured for performing there within a cell therapy process. A counterpart patent application was filed in Europe. If issued, any patents
based on these applications would expire in 2042, without including any patent term extensions that might be available following the
grant of marketing authorizations.

 We
have a pending U.S. patent application and a pending PCT application, directed, among others, to a composition comprising topiramate
and bioxome, redoxome, HA, extracellular vesicles (EV), or PRP extracellular vesicles and its use for the treatment of a dermatological
condition. If converted into national phase applications and issued, any patents based on these applications would expire in 2042 and
2043, without including any patent term extensions that might be available following the grant of marketing authorizations.

 The
Israeli Subsidiary has exclusive rights to seven (7) United States patents, thirty (30) foreign-issued patents, and three (3) pending
patent applications in foreign jurisdictions, including Brazil, Canada, and Europe. These patents and patent applications relate, among
others, to the trans-differentiation of cells (including hepatic cells) to cells having pancreatic -cell-like phenotype and function
and to their use in the treatment of degenerative pancreatic disorders, including diabetes, pancreatic cancer and pancreatitis. Granted
U.S. patents, which are directed to trans-differentiation to pancreatic -cell-like phenotype and function cells and to their use
in the treatment of degenerative pancreatic disorders, including diabetes, pancreatic cancer and pancreatitis, will expire between 2024
and 2040. Counterpart patents granted in Austria, Australia, Belgium, China, Eurasia, France, Germany, Greece, Israel, Switzerland, Japan,
Mexico, Panama, Singapore, South Korea, and the United Kingdom, will expire between 2024 and 2035.

 We
also own IP and related Extracellular Vesicle ("EV") Technology pursuant to an EV purchase agreement (the "EV Agreement").
Pursuant to the EV Agreement, we received all of the rights in EV technology purchased. In addition, we received an exclusive worldwide
license to use the EV IP technology for any purpose.

 Government
Regulation

 Development
Business

 We
are required to comply with the regulatory requirements of various local, state, national and international regulatory bodies having
jurisdiction in the countries or localities where we manufacture products, where our OMPULs are established or where we plan to supply
products. In particular, we are subject to laws and regulations concerning research and development, testing, manufacturing processes,
equipment and facilities, including compliance with GMPs, labeling and distribution, import and export, facility registration or licensing,
and product registration and listing. As a result, our facilities are subject to regulation in Israel and South Korea. We are also required
to comply with environmental, health and safety laws and regulations, as discussed below. These regulatory requirements impact many aspects
of our operations, including manufacturing, developing, labeling, packaging, storage, distribution, import and export and record keeping
related to customers' products. Noncompliance with any applicable regulatory requirements can result in government refusal to approve
facilities for manufacturing products or products for commercialization.

 Both
of our products and our customers' products must undergo pre-clinical and clinical evaluations relating to product safety and efficacy
before they are approved as commercial therapeutic products. The regulatory authorities that have jurisdiction in the countries in which
our and our customers' products are intended to be marketed may delay or put on hold clinical trials, delay approval of a product
or determine that the product is not approvable. The regulatory agencies can delay approval of a drug if our manufacturing facilities
or OMPULs are not able to demonstrate compliance with cGTPs, pass other aspects of pre-approval inspections (i.e., compliance with filed
submissions) or properly scale up to produce commercial supplies. The government authorities having jurisdiction in the countries in
which our customers intend to market their products have the authority to withdraw product approval or suspend manufacture if there are
significant problems with raw materials or supplies, quality control and assurance or the product is deemed adulterated or misbranded.
In addition, if new legislation or regulations are enacted or existing legislation or regulations are amended or are interpreted or enforced
differently, we may be required to obtain additional approvals or operate according to different manufacturing or operating standards
or pay additional fees. This may require a change in our manufacturing techniques or additional capital investments in our facilities.

 Certain
products manufactured by us involve the use, storage and transportation of toxic and hazardous materials. Our operations are subject
to extensive laws and regulations relating to the storage, handling, emission, transportation and discharge of materials into the environment
and the maintenance of safe working conditions. We maintain environmental and industrial safety and health compliance programs and training
at our facilities.

 Prevailing
legislation tends to hold companies primarily responsible for the proper disposal of their waste even after transfer to third party waste
disposal facilities. Other future developments, such as increasingly strict environmental, health and safety laws and regulations, and
enforcement policies, could result in substantial costs and liabilities to us and could subject the handling, manufacture, use, reuse
or disposal of substances or pollutants at our facilities to more rigorous scrutiny than at present.

 Our
development operations involve the controlled use of hazardous materials and chemicals. Although we believe that our procedures for using,
handling, storing and disposing of these materials comply with legally prescribed standards, we may incur significant additional costs
to comply with applicable laws in the future. Also, even if we are in compliance with applicable laws, we cannot completely eliminate
the risk of contamination or injury resulting from hazardous materials or chemicals. As a result of any such contamination or injury,
we may incur liability or local, city, state or federal authorities may curtail the use of these materials and interrupt our business
operations. In the event of an accident, we could be held liable for damages or penalized with fines, and the liability could exceed
our resources. Compliance with applicable environmental laws and regulations is expensive, and current or future environmental regulations
may impair our contract manufacturing operations, which could materially harm our business, financial condition and results of operations.

 The
costs associated with complying with the various applicable local, state, national and international regulations could be significant
and the failure to comply with such legal requirements could have an adverse effect on our results of operations and financial condition.
See "Risk Factors — Risks Related to Development and Regulatory Approval of Our Therapies and Product Candidates —
Extensive industry regulation has had, and will continue to have, a significant impact on our business, especially our product development,
manufacturing and distribution capabilities." for additional discussion of the costs associated with complying with the various
regulations.

Therapies Portfolio

 Our
therapeutic product portfolio pipeline is diverse and addresses various unmet clinical needs. It is predominantly comprised of personalized
autologous cell therapies, implying that patients receive cells that originate from their own body, virtually eliminating the risk of
an immune response and rejection and thus easing various regulatory hurdles. In addition, by leveraging our vast experience and proven
track record in developing and optimizing cell processing, these selective therapies are adapted to be produced in closed, automated
systems, reducing the need for health care provider in-house, high-grade and expensive cleanroom environments. The systems enable each
stage of the manufacturing process (cell sorting, expansion, genetic modifications, quality control) to be optimized in order to substantially
reduce the cost burden for patients and making the therapies widely accessible. Notably, some of our therapeutic pipeline is developed
by researchers from our network and is subsequently out-licensed to the researcher for its territory and validated in multi-center clinical
trials conducted across point of care partner sites leveraging the robustness of our POCare Network. Having access to a portfolio of
therapeutics, for the most attractive products, the Company intends to than seek additional regulatory approvals and offer the products
for sale to medical institutions globally within our network In exchange, the inventors will receive a royalty.

 Regulatory
Process in the United States

 Our
potential product candidates are subject to regulation as a biological product under the Public Health Service Act and the Food, Drug
and Cosmetic Act. The FDA generally requires the following steps for pre-market approval or licensure of a new biological product:

 laboratory and animal tests conducted in compliance with Good Laboratory Practice, or GLP,
 requirements to assess a drug's biological activity and to identify potential safety
 problems, and to characterize and document the product's chemistry, manufacturing controls,
 formulation, and stability;

 Submission
 to the FDA of an Investigational New Drug, or IND, application, which must become effective
 before clinical testing in humans can start;

 Obtaining
 approval of Institutional Review Boards, or IRBs, of research institutions or other clinical
 sites to introduce biologic drug candidates into humans in clinical trials;

 Conducting
 adequate and well-controlled clinical trials to establish the safety and efficacy of the
 product for its intended indication conducted in compliance with Good Clinical Practice,
 or GCP, requirements;

 Compliance
 with current GMP regulations and standards;

 Submission
 to the FDA of a Biologics License Application ("BLA") for marketing that includes
 adequate results of pre-clinical testing and clinical trials;

 The
 FDA reviews the marketing application in order to determine, among other things, whether
 the product is safe, effective and potent for its intended uses; and

 Obtaining
 FDA approval of the BLA, including inspection and approval of the product manufacturing facility
 as compliant with GMP requirements, prior to any commercial sale or shipment of the pharmaceutical
 agent. The FDA may also require post marketing testing and surveillance of approved products
 or place other conditions on the approvals.

 Regulatory
Process in Europe

 In
the European Union ("EU") somatic cell and gene therapy products are called Advanced Therapy Medicinal Product (ATMPs). Since
January 2022 the Clinical Trial Regulation (EU) 536/2014 regulates the application of medicinal products including ATMPs to humans immediately
effective in all member states. In conjunction with Regulation 536/2014 the EU commission has released two delegated acts regulating
manufacturing of investigational as well as marketed AMPs. For products that are regulated as an ATMP,

 Regulation
requires:

 Compliance
 with current GMP regulations and standards, as described in the delegated acts;

 Filing
 a Clinical Trial Application ("CTA");

 in
 EU member states and EEA countries according to regulation 536/2014 via CTIS (Clinical Trial
 Information System) allowing a harmonized approval process among all member states (including
 multinational clinical trials);

 Obtaining
 approval by ethic committees responsible for medical institutions;

 Adequate
 and well-controlled clinical trials according to GCP standards protecting the well-being
 of a study participant and establishing the safety and efficacy of the product for its intended
 use;

 Centralized
 submission procedure for ATMPs via EMA for Marketing Authorization; and

 Review
 and approval of the Marketing Authorization Application.

 Exemption
from the centralized procedure was introduced into the ATMP Regulation to allow marketing of certain ATMPs in individual EU member states.
The so-called "hospital exemption" can only be applied for custom-made ATMPs used in a hospital setting for a specific patient
by a treating physician. In addition, a competent authority must authorize hospital exemption for ATMPs. Hospital exemption products
must comply with the same national requirements concerning quality, traceability and pharmacovigilance that apply to authorized medicinal
products. The "hospital exemption" has to be applied for individually in each EU member state according to national procedures
and control measures.

Trials

 Typically,
both in the U.S. and the EU, clinical testing involves a three-phase process, although the phases may overlap. In Phase I, clinical trials
are conducted with a small number of healthy volunteers or patients and are designed to provide information about product safety and
to evaluate the pattern of drug distribution and metabolism within the body. In Phase II, clinical trials are conducted with groups of
patients afflicted with a specific disease in order to determine preliminary efficacy, optimal dosages and expanded evidence of safety.
In some cases, an initial trial is conducted in diseased patients to assess both preliminary efficacy and preliminary safety and patterns
of drug metabolism and distribution, in which case it is referred to as a Phase I/II trial. Phase III clinical trials are generally large-scale,
multi-center, comparative trials conducted with patients afflicted with a target disease in order to provide statistically valid proof
of efficacy, as well as safety and potency. In some circumstances, the FDA or EMA may require Phase IV or post-marketing trials if it
feels that additional information needs to be collected about the drug after it is on the market. During all phases of clinical development,
regulatory agencies require extensive monitoring and auditing of all clinical activities, clinical data, as well as clinical trial investigators.
An agency may, at its discretion, re-evaluate, alter, suspend, or terminate the testing based upon the data that have been accumulated
to that point and its assessment of the risk/benefit ratio to the patient. Monitoring all aspects of the study to minimize risks is a
continuing process. All adverse events must be reported to the FDA or EMA.

 Human
Capital Resources

 As
of December 31, 2023, we, including Octomera, had an aggregate of 146 employees working at our company and Subsidiaries. In addition,
we retain the services of outside consultants for various functions including clinical work, finance, accounting and business development
services. Most of our senior management and professional employees have had prior experience in pharmaceutical or biotechnology companies.
None of our employees are covered by collective bargaining agreements. We believe that we have good relations with our employees.

and Benefits

 We
believe that our future success largely depends upon our continued ability to attract and retain highly skilled employees. Biotechnology
companies both large and small compete for a limited number of qualified applicants to fill specialized positions. To attract qualified
applicants, we offer a total rewards package consisting of base salary and cash target bonus, a comprehensive benefit package and equity
compensation to select employees. Bonus opportunity and equity compensation increase as a percentage of total compensation based on level
of responsibility. Actual bonus payout is based on performance.

 Diversity,
Equity and Inclusion

 Much
of our success is rooted in the diversity of our teams and our commitment to inclusion. We value diversity at all levels. We believe
that our business benefits from the different perspectives a diverse workforce brings, and we pride ourselves on having a strong, inclusive
and positive culture based on our shared mission and values. This is reflected in our numbe rs
with our total workforce being approximately 55% women, 12% ethnically diverse and 51% over the age of 40.

 Environmental,
Social and Governance

 Our
commitment to integrating sustainability across our organization begins with our Board of Directors, or the Board. The Nominating and
Governance Committee of the Board has oversight of strategy and risk management related to Environmental, Social and Governance, or ESG.
All employees are responsible for upholding our core values, including to communicate, collaborate, innovate and be respectful, as well
as for adhering to our Code of Ethics and Business Conduct, including our policies on bribery, corruption, conflicts of interest and
our whistleblower program. We encourage employees to come to us with observations and complaints, ensuring we understand the severity
and frequency of an event in order to escalate and assess accordingly. Our Chief Compliance Officer strives to ensure accountability,
objectivity, and compliance with our Code of Conduct. If a complaint is financial in nature, the Audit Committee Chair is notified concurrently,
which triggers an investigation, action, and report.

 We
are committed to protecting the environment and attempt to mitigate any negative impact of our operations. We monitor resource use, improve
efficiency, and at the same time, reduce our emissions and waste. We are systematically addressing the environmental impacts of the buildings
we rent as we make improvements, including adding energy control systems and other energy efficiency measures. Waste in our own operation
is minimized by our commitment to reduce both single-use plastics and operating paper-free, primarily in a digital environment. We have
safety protocols in place for handling biohazardous waste in our labs, and we use third-party vendors for biohazardous waste and chemical
disposal.

 Corporate
and Available Information

 Our
Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports are available
free of charge though our website (  as soon as practicable after such material is electronically filed
with, or furnished to, the Securities and Exchange Commission (the "SEC"). Except as otherwise stated in these documents,
the information contained on our website or available by hyperlink from our website is not incorporated by reference into this report
or any other documents we file, with or furnish to, the SEC.

 Our
common stock is listed and traded on the Nasdaq Capital Market under the symbol "ORGS."

 As
used in this Annual Report on Form 10-K 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.

 ITEM
1A. RISK FACTORS

 Summary
of Risk Factors

 Below
is a summary of the principal factors that make an investment in our common stock speculative or risky. This summary does not address
all of the risks that we face. Additional discussion of the risks summarized in this risk factor summary, and other risks that we face,
can be found below under the heading "Risk Factors" and should be carefully considered, together with other information in
this Annual Report on Form 10-K and our other filings with the SEC, before making an investment decision regarding our common stock.

 Our
 POCare business has a limited operating history and an unproven business model and faces
 significant challenges as the cell therapy industry is rapidly evolving. Our prospects may
 be considered speculative and any failure to execute our business strategy could adversely
 impact our business.

 Our
 management, as of December 31, 2023, and our independent registered public accounting firm,
 in its report on our financial statements as of and for the fiscal year ended December 31,
 2023, have concluded that there is substantial doubt as to our ability to continue as a going
 concern.

 We
 are not profitable as of December
 31, 2023, have limited cash flow and, unless
 we increase revenues and take advantage of any commercial opportunities that arise to expand
 our POCare business, the perceived value of our company may decrease and our stock price
 could be affected accordingly.

 Our
 research and development efforts on novel technology using cell-based therapy and our future
 success is highly dependent on the successful development of that technology.

 We
 require additional capital to support our business, and this capital may not be available
 on acceptable terms or at all.

 We
 have entered into collaborations and may form or seek collaborations or strategic alliances
 or enter into additional licensing arrangements in the future, and we may not realize the
 benefits of such alliances or licensing arrangements.

 Our
 success will depend on strategic collaborations with third parties to develop and commercialize
 therapeutic product candidates, and we may not have control over a number of key elements
 relating to the development and commercialization of any such product candidate.

 Our
 success depends on our ability to protect our intellectual property and our proprietary technologies.

 Third
 parties may initiate legal proceedings alleging that we are infringing, misappropriating
 or otherwise violating their intellectual property rights, the outcome of which would be
 uncertain and could have a material adverse effect on the success of our business.

 Our
 success depends on our ability to develop and grow the Octomera business.

 Our
 success depends on our ability to develop and roll out our OMPULs.

 If
 product liability lawsuits are brought against us, we may incur substantial liabilities and
 may be required to limit commercialization of our product candidates.

 We
 are increasingly dependent on information technology and our systems and infrastructure face
 certain risks, including cybersecurity and data storage risks.

 There
 can be no assurance that we will be able to develop in-house sales and commercial distribution
 capabilities or establish or maintain relationships with third-party collaborators to successfully
 commercialize any product in the United States or overseas, and as a result, we may not be
 able to generate product revenue.

 Our
 product candidates may cause undesirable side effects or have other properties that could
 halt their clinical development, prevent their regulatory approval, limit their commercial
 potential, or result in significant negative consequences.

 Our
 product candidates are biologics, and the manufacture of our product candidates is complex,
 and we may encounter difficulties in production, particularly with respect to process development
 or scaling-out of our manufacturing capabilities.

 Cell-based
 therapies rely on the availability of reagents, specialized equipment, and other specialty
 materials, which may not be available to us on acceptable terms or at all. For some of these
 reagents, equipment, and materials, we rely or may rely on sole source vendors or a limited
 number of vendors, which could impair our ability to manufacture and supply our products.

 We
 currently have no marketing and sales organization and have no experience in marketing therapeutic
 products. If we are unable to establish marketing and sales capabilities or enter into agreements
 with third parties to market and sell our product candidates, we may not be able to generate
 product revenue.

 There
 can be no assurance that we will be able to develop in-house sales and commercial distribution
 capabilities or establish or maintain relationships with third-party collaborators to successfully
 commercialize any product in the United States or overseas, and as a result, we may not be
 able to generate product revenue.

 We
 face significant competition from other biotechnology and pharmaceutical companies, many
 of which have substantially greater financial, technical and other resources, and our operating
 results will suffer if we fail to compete effectively.

 We
 are highly dependent on key personnel who would be difficult to replace, and our business
 plans will likely be harmed if we lose their services or cannot hire additional qualified
 personnel.

 Extensive
 industry regulation has had, and will continue to have, a significant impact on our business,
 especially our product development, manufacturing and distribution capabilities.

 Third
 parties to whom we may license or transfer development and commercialization rights for products
 covered by intellectual property rights may not be successful in their efforts and, as a
 result, we may not receive future royalty or other milestone payments relating to those products
 or rights.

 Conditions
 in Israel, including the recent attack by Hamas and other terrorist organizations from the
 Gaza Strip and Israel's war against them, may affect certain of our operations.

 We
 have identified a material weakness in our internal control over financial reporting. Failure
 to achieve and maintain effective internal controls over financial reporting could adversely
 affect our ability to report our results of operations and financial condition accurately
 and in a timely manner, which could have an adverse impact on our business.

 Risk
Factors

 An
investment in our common stock involves a number of very significant risks. You should carefully consider the following risks and uncertainties
in addition to other information in this report in evaluating our company and its business before purchasing shares of our company's
common stock. Our business, operating results and financial condition could be seriously harmed due to any of the following risks. You
could lose all or part of your investment due to any of these risks.

 Risks
Related to Our Company and POCare Business

 Our
POCare business has a limited operating history and an unproven business model and faces significant challenges as the cell therapy industry
is rapidly evolving. Our prospects may be considered speculative and any failure to execute our business strategy could adversely impact
our operations and the price of our common stock.

 Our
POCare business has a limited operating history and an unproven business model. Our plans to continue to grow our POCare cell therapy
business and to further the development of ATMPs are subject to significant challenges. Although we have sufficient capital resources
for the next 12 months and the foreseeable future, we may not be able to implement our POCare business or commence clinical trials or
respond to competitive pressures due to other non-financial factors beyond our control. Our failure to effectively execute our business
strategy could adversely affect our ability to successfully grow our POCare business and develop cell therapy product candidates, which
could cause the value of your investment in our common stock to decline.

 Our
management, as of December 31, 2023, and our independent registered public accounting firm, in its report on our financial statements
as of and for the fiscal year ended December 31, 2023, have concluded that there is substantial doubt as to our ability to continue as
a going concern.

 Our
audited financial statements for the fiscal year ended December 31, 2023 were prepared assuming that we will continue as a going concern.
The going concern basis of the presentation assumes that we will continue in operation for the foreseeable future and will be able to
realize our assets and satisfy our liabilities in the normal course of business and do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or amounts and classification of liabilities that may result from our
inability to continue as a going concern. As of December 31, 2023, our management concluded that, based on expected operating losses
and negative cash flows, there is substantial doubt about our ability to continue as a going concern for the twelve months after the
date the financial statements were issued. Our ability to continue as a going concern is subject to our ability to raise additional capital
through equity offerings or debt financings. However, we may not be able to secure additional financing in a timely manner or on favorable
terms, if at all. If we cannot continue as a going concern, we may have to liquidate our assets and may receive less than the value at
which those assets are carried on our financial statements, and it is likely that our stockholders may lose some or all of their investment
in us. If we seek additional financing to fund our business activities in the future and there remains substantial doubt about our ability
to continue as a going concern, investors or other financing sources may be unwilling to provide additional funding on commercially reasonable
terms or at all.

 We
are not profitable as of December 31, 2023,
 have limited cash flow and, unless we increase revenues and take advantage of any commercial opportunities that arise to expand
our POCare business, the perceived value of our company may decrease and our stock price could be affected accordingly.

 For
the year ended December 31, 2023 and as of the date of this report, we assessed our financial condition and concluded that based on current
and projected cash resources and commitments, there is a substantial doubt about the Company's ability to continue as a going concern
to meet the Company's current operations for the next 12 months from the date of this report. Our auditor's report for the
year ended December 31, 2023 includes a going concern opinion on the matter. Management is unable to predict if and when we will be able
to generate significant revenues or achieve profitability. Our plan regarding these matters is to continue improving the net results
in our POCare business into fiscal year 2024. There can be no assurance that we will be successful in increasing revenues, improving
our POCare results or that the perceived value of our Company will increase. In the event that we are unable to generate significant
revenues in our POCare business, our stock price could be adversely affected.

 Our
research and development programs are based on novel technologies and are inherently risky.

 We
are subject to the risks of failure inherent in the development of products based on new technologies. The novel nature of our cell therapy
technology creates significant challenges with respect to product development and optimization, manufacturing, government regulation
and approval, third-party reimbursement and market acceptance. For example, the FDA and EMA have relatively limited experience with the
development and regulation of cell therapy products and, therefore, the pathway to marketing approval for our cell therapy product candidates
may accordingly be more complex, lengthy and uncertain than for a more conventional product candidate. The indications of use for which
we choose to pursue development may have clinical effectiveness endpoints that have not previously been reviewed or validated by the
FDA or EMA, which may complicate or delay our effort to ultimately obtain FDA or EMA approval. Because this is a new approach to treating
diseases, developing and commercializing our product candidates subjects us to a number of challenges, including:

 obtaining
 regulatory approval from the FDA, EMA and other regulatory authorities that have very limited
 experience with the commercial development of our technology for treating different diseases;

 and deploying consistent and reliable processes for removing the cells from the patient engineering
 cells ex vivo and infusing the engineered cells back into the patient;

 processes for the safe administration of these products, including long-term follow-up for
 all patients who receive our products;

 sourcing
 clinical and, if approved, commercial supplies for the materials used to manufacture and
 process our products;

 a manufacturing process and distribution network with a cost of goods that allows for an
 attractive return on investment;

 establishing
 sales and marketing capabilities after obtaining any regulatory approval to gain market acceptance;
 and

 maintaining
 a system of post marketing surveillance and risk assessment programs to identify adverse
 events that did not appear during the drug approval process.

 Our
efforts to overcome these challenges may not prove successful, and any product candidate we seek to develop may not be successfully developed
or commercialized.

 Kyslecel
may not achieve patient or market acceptance, which could have a material adverse effect on our business.

 Our
commercialization strategy for Kyslecel relies on medical specialists, medical facilities and patients adopting TP-IAT with Kyslecel
as an accepted treatment for chronic pancreatitis. However, medical specialists are historically slow to adopt new treatments, regardless
of perceived merits, when older treatments continue to be supported by established providers. Overcoming such resistance often requires
significant marketing expenditure or definitive product performance and/or pricing superiority. The cost of allocating resources for
such requirements might severely impact the potential for profitability of Kyslecel.

 There
is no guarantee that physician or patient acceptance of TP-IAT with Kyslecel will be substantial. Further, there is no guarantee that
Koligo will be able to achieve patient acceptance or obtain enough customers (clinical providers) to meet its sales objectives. If we
do not meet our sales objectives, our business prospects and financial performance will be materially and adversely affected.

 Further,
we are partially reliant on published clinical trials and scientific research conducted by third parties to justify the patient benefit
and safety of TP-IAT with Kyslecel and, as such, we rely, in part, on the accuracy and integrity of those third-parties to have reported
the results and correctly collected and interpreted the data from all clinical trials conducted to date. If published data turn out to
later be incorrect or incomplete, our business prospects and financial performance may be materially and adversely affected.

 The
therapeutic efficacy of Ranpirnase and our other product candidates is unproven in humans, and we may not be able to successfully develop
and commercialize Ranpirnase or any of our other product candidates.

 Ranpirnase
and our other product candidates are novel compounds and their potential benefit as antiviral drugs or immunotherapies is unproven. Ranpirnase
and our other product candidates may not prove to be effective against the indications for which they are being designed to act and may
not demonstrate in clinical trials any or all of the pharmacological effects that have been observed in preclinical studies. As a result,
our clinical trial results may not be indicative of the results of future clinical trials.

 Ranpirnase
and our other product candidates may interact with human biological systems in unforeseen, ineffective or harmful ways. If Ranpirnase
or any of our other product candidates is associated with undesirable side effects or have characteristics that are unexpected, we may
need to abandon the development of such product candidate or limit development to certain uses or subpopulations in which the undesirable
side effects or other characteristics are less prevalent, less severe or more acceptable from a risk-benefit perspective. Because of
these and other risks described herein that are inherent in the development of novel therapeutic agents, we may never successfully develop
or commercialize Ranpirnase or any of our other product candidates, in which case our business will be harmed.

 We
will need to grow the size and capabilities of our organization, and we may experience difficulties in managing this growth.

 As
of December 31, 2023, we, including Octomera, employed 146 employees. As our development and commercialization plans and strategies develop,
we must add a significant number of additional managerial, operational, sales, marketing, financial, and other personnel. Future growth
will impose significant added responsibilities on members of management, including:

 identifying,
 recruiting, integrating, maintaining, and motivating additional employees;

 managing
 our internal development efforts effectively, including the clinical and FDA review process
 for our product candidates, while complying with our contractual obligations to contractors
 and other third parties; and

 improving
 our operational, financial and management controls, reporting systems, and procedures.

 Our
future financial performance and our ability to commercialize our product candidates will depend, in part, on our ability to effectively
manage any future growth, and our management may also have to divert a disproportionate amount of its attention away from day-to-day
activities in order to devote a substantial amount of time to managing these growth activities. This lack of long-term experience working
together may adversely impact our senior management team's ability to effectively manage our business and growth.

 We
currently rely, and for the foreseeable future will continue to rely, in substantial part on certain independent organizations, advisors
and consultants to provide certain services. There can be no assurance that the services of these independent organizations, advisors
and consultants will continue to be available to us on a timely basis when needed, or that we can find qualified replacements. In addition,
if we are unable to effectively manage our outsourced activities or if the quality or accuracy of the services provided by consultants
is compromised for any reason, our clinical trials may be extended, delayed, or terminated, and we may not be able to obtain regulatory
approval of our product candidates or otherwise advance our business. There can be no assurance that we will be able to manage our existing
consultants or find other competent outside contractors and consultants on economically reasonable terms, if at all. If we are not able
to effectively expand our organization by hiring new employees and expanding our groups of consultants and contractors, we may not be
able to successfully implement the tasks necessary to further develop and commercialize our product candidates and, accordingly, may
not achieve our research, development, and commercialization goals.

 We
require additional capital to support our business, and this capital may not be available on acceptable terms or at all.

 We
intend to continue to make investments to support our business growth and require additional funds to respond to business challenges
and to grow our POCare cell therapy business and to further the development of ATMPs. Accordingly, we will need to engage in equity or
debt financings to secure additional funds.

 Capital
and credit market conditions, adverse events affecting our business or industry, the tightening of lending standards, rising interest
rates, negative actions by regulatory authorities or rating agencies, or other factors also could negatively impact our ability to obtain
future financing on terms acceptable to us or at all. If we are unable to obtain adequate financing or financing on terms satisfactory
to us when we require it, our ability to support our business growth and respond to business challenges could be significantly limited.
In addition, the terms of any additional equity or debt issuances may adversely affect the value and price of our common stock, our results
of operations, financial condition and cash flows.

 If
we raise additional funds through further issuances of equity or convertible debt securities, our existing stockholders could suffer
significant dilution, and any new securities we issue could have rights, preferences and privileges superior to those of holders of our
common stock. Any financing secured by us in the future could include restrictive covenants relating to our capital raising activities
and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business
opportunities, including potential acquisitions.

 We
conduct certain of our operations in Israel. Conditions in Israel, including the recent attack by Hamas and other terrorist organizations
from the Gaza Strip and Israel's war against them, may affect certain of our operations.

 Because
we conduct certain operations in the State of Israel, some of our business and operations may be affected by economic, political, geopolitical
and military conditions in Israel. In October 2023, Hamas terrorists infiltrated Israel's southern border from the Gaza Strip and
conducted a series of attacks on civilian and military targets. Hamas also launched extensive rocket attacks on Israeli population and
industrial centers located along Israel's border with the Gaza Strip and in other areas within the State of Israel. Following the
attack, Israel's security cabinet declared war against Hamas and a military campaign against these terrorist organizations commenced
in parallel to their continued rocket and terror attacks. Moreover, the clash between Israel and Hezbollah in Lebanon, may escalate in
the future into a greater regional conflict.

 Any
hostilities involving Israel, or the interruption or curtailment of trade within Israel or between Israel and its trading partners could
adversely affect certain of our operations and results of operations and could make it more difficult for us to raise capital. The conflict
in Israel could also result in parties with whom we have agreements involving performance in Israel claiming that they are not obligated
to perform their commitments under those agreements pursuant to force majeure provisions in such agreements. There have been travel advisories
imposed relating to travel to Israel, and restriction on travel, or delays and disruptions as related to imports and exports may be imposed
in the future. Additionally, certain members of our management and employees are located and reside in Israel. Shelter-in-place and work-from-home
measures, government-imposed restrictions on movement and travel and other precautions taken to address the ongoing conflict may temporarily
disrupt our management and employees' ability to effectively perform their daily tasks.

 The
Israel Defense Force (the "IDF"), the national military of Israel, is a conscripted military service, subject to certain
exceptions. Several of our employees are subject to military service in the IDF and have been, or may be, called to serve. It is possible
that there will be further military reserve duty call-ups in the future, which may affect our business due to a shortage of skilled labor
and loss of institutional knowledge, and necessary mitigation measures we may take to respond to a decrease in labor availability, such
as overtime and third-party outsourcing, for example, may have unintended negative effects and adversely impact our results of operations,
liquidity or cash flows.

 It
is currently not possible to predict the duration or severity of the ongoing conflict or its effects on our business, operations and
financial conditions. The ongoing conflict is rapidly evolving and developing, and could disrupt certain of our business and operations,
among others.

 Currency
exchange fluctuations may impact the results of our operations.

 The
results of our operations are affected by fluctuations in currency exchange rates in both sourcing and selling locations. Our results
of operations may still be impacted by foreign currency exchange rates, primarily, the euro-to-U.S. dollar exchange rate. In recent years,
the euro-to-U.S. dollar exchange rate has been subject to substantial volatility which may continue, particularly in light of recent
political events regarding the European Union, or EU. Because we do not hedge against all of our foreign currency exposure, our business
will continue to be susceptible to foreign currency fluctuations.

 We
have entered into collaborations and joint ventures and may form or seek collaborations or strategic alliances or enter into additional
licensing arrangements in the future, and we may not realize the benefits of such alliances or licensing arrangements.

 We
have entered into collaborations and joint ventures and may form or seek strategic alliances, create joint ventures or collaborations,
or enter into additional licensing arrangements with third parties that we believe will complement or augment our development and commercialization
efforts with respect to our product candidates and any future product candidates that we may develop. Any of these relationships may
require us to incur non-recurring and other charges, increase our near and long-term expenditures, issue securities that dilute our existing
stockholders, or disrupt our management and business. In addition, we face significant competition in seeking appropriate strategic partners
for which the negotiation process is time-consuming and complex. Moreover, we may not be successful in our efforts to establish a strategic
partnership or other alternative arrangements for our product candidates because they may be deemed to be at too early of a stage of
development for collaborative effort and third parties may not view our product candidates as having the requisite potential to demonstrate
safety and efficacy. Further, collaborations involving our product candidates, such as our collaborations with third-party research institutions,
are subject to numerous risks, which may include the following:

 have significant discretion in determining the efforts and resources that they will apply
 to a collaboration;

 may not perform their obligations as expected;

 may not pursue development and commercialization of our product candidates or may elect not
 to continue or renew development or commercialization programs based on clinical trial results,
 changes in their strategic focus due to the acquisition of competitive products, availability
 of funding, or other external factors, such as a business combination that diverts resources
 or creates competing priorities;

 may delay clinical trials, provide insufficient funding for a clinical trial, stop a clinical
 trial, abandon a product candidate, repeat or conduct new clinical trials, or require a new
 formulation of a product candidate for clinical testing;

 could fail to make timely regulatory submissions for a product candidate;

 may not comply with all applicable regulatory requirements or may fail to report safety data
 in accordance with all applicable regulatory requirements;

 could independently develop, or develop with third parties, products that compete directly
 or indirectly with our products or product candidates;

 product
 candidates developed in collaboration with us may be viewed by our collaborators as competitive
 with their own product candidates or products, which may cause collaborators to cease to
 devote resources to the commercialization of our product candidates;

 a
 collaborator with marketing and distribution rights to one or more products may not commit
 sufficient resources to their marketing and distribution;

 may not properly maintain or defend our intellectual property rights or may use our intellectual
 property or proprietary information in a way that gives rise to actual or threatened litigation
 that could jeopardize or invalidate our intellectual property or proprietary information
 or expose us to potential liability;

 disputes
 may arise between us and a collaborator that cause the delay or termination of the research,
 development or commercialization of our product candidates, or that result in costly litigation
 or arbitration that diverts management attention and resources;

 collaborations
 may be terminated and, if terminated, may result in a need for additional capital to pursue
 further development or commercialization of the applicable product candidates; and

 may own or co-own intellectual property covering our products that results from our collaborating
 with them and, in such cases, we would not have the exclusive right to commercialize such
 intellectual property.

 As
a result, if we enter into collaboration agreements and strategic partnerships or license our products or businesses, we may not be able
to realize the benefit of such transactions if we are unable to successfully integrate them with our existing operations and company
culture, which could delay our timelines or otherwise adversely affect our business. The success of our existing and future collaboration
arrangements and strategic partnerships, which include research and development services by our collaborators to improve our intellectual
property, will depend heavily on the efforts and activities of our collaborators and may not be successful. We also cannot be certain
that, following a strategic transaction or license, we will achieve the revenue or specific net income that justifies such transaction.
Any delays in entering into new collaborations or strategic partnership agreements related to our product candidates could delay the
development and commercialization of our product candidates in certain geographies for certain indications, which would harm our business
prospects, financial condition, and results of operations.

 Our
success will depend on strategic collaborations with third parties to develop and commercialize therapeutic product candidates, and we
may not have control over a number of key elements relating to the development and commercialization of any such product candidate.

 A
key aspect of our strategy is to seek collaborations with partners, such as a large pharmaceutical organization, that are willing to
further develop and commercialize a selected product candidate. To date, we have entered into a number of collaborative arrangements
with cell therapy organizations. By entering into any such strategic collaborations, we may rely on our partner for financial resources
and for development, regulatory and commercialization expertise. Our partner may fail to develop or effectively commercialize our product
candidate because they:

 do
 not have sufficient resources or decide not to devote the necessary resources due to internal
 constraints such as limited cash or human resources;

 decide
 to pursue a competitive potential product developed outside of the collaboration;

 cannot
 obtain the necessary regulatory approvals;

 determine
 that the market opportunity is not attractive; or

 cannot
 manufacture or obtain the necessary materials in sufficient quantities from multiple sources
 or at a reasonable cost.

 We
may not be able to enter into additional collaborations on acceptable terms, if at all. We face competition in our search for partners
from other organizations worldwide, many of whom are larger and are able to offer more attractive deals in terms of financial commitments,
contribution of human resources, or development, manufacturing, regulatory or commercial expertise and support. If we are not successful
in attracting a partner and entering into a collaboration on acceptable terms, we may not be able to complete development of or commercialize
any product candidate. In such event, our ability to generate revenues and achieve or sustain profitability would be significantly hindered
and we may not be able to continue operations as proposed, requiring us to modify our business plan, curtail various aspects of our operations
or cease operations.

 Our
business has been affected by the COVID-19 pandemic and may be significantly adversely affected by a resurgence of the COVID-19 pandemic
or if other events out of our control disrupt our business or that of our third-party partners.

 A
continued and prolonged public health crisis such as the COVID-19 pandemic could have a material negative impact on our business, financial
condition and operating results. We have experienced and may in the future experience disruptions from a resurgence of COVID-19 to our
business in a number of ways, including:

 Delays
 in supply chain and manufacturing, including the suspension of cell transport, limitations on transfer of technology, shutdown of
 manufacturing facilities and delays in delivery of supplies and reagents;

 Delays
 in discovery and preclinical efforts;

 to procedures or shut down, or reduction in capacity, of clinical trial sites due to limited availability of clinical trial staff,
 reduced number of inpatient intensive care unit beds for patients receiving cell therapies, diversion of healthcare resources away
 from clinical trials and other business considerations;

 Limited
 patient access, enrollment and participation due to travel restrictions and safety concerns, as well as housing and travel difficulties
 for out-of-town patients and relatives; and

 in regulatory and other requirements for conducting preclinical studies and clinical trials during the pandemic.

 In
addition, we currently rely on third parties to, among other things, manufacture raw materials, manufacture our product candidates for
our clinical trials, ship investigation drugs and clinical trial samples, perform quality testing and supply other goods and services
to run our business. If any such third party in our supply chain for materials is adversely impacted by effects from a resurgence of
the COVID-19 pandemic, including staffing shortages, production slowdowns and disruptions in delivery systems, our supply chain may be
disrupted and our costs could be increased, limiting our ability to manufacture our product candidates for our clinical trials and planned
future clinical trials and conduct our research and development operations as planned.

 In
addition, our business could be significantly adversely affected by other business disruptions to us or our third-party partners or collaborators
that could seriously harm our potential future revenue and financial condition and increase our costs and expenses. Our operations, and
those of our partners and collaborators, contract manufacturing organizations (CMOs) and other contractors, consultants, and third parties
could be subject to other global pandemics, earthquakes, power shortages, telecommunications failures, water shortages, floods, hurricanes,
typhoons, fires, extreme weather conditions, medical epidemics and other natural or man-made disasters or business interruptions, for
which we are predominantly self-insured. The occurrence of any of these business disruptions could seriously harm our operations and
financial condition and increase our costs and expenses. We rely on third-party manufacturers to produce and process our product candidates.
Our ability to obtain clinical supplies of our product candidates could be disrupted if the operations of these suppliers are affected
by a man-made or natural disaster or other business interruption.

 Our
success depends on our ability to protect our intellectual property and our proprietary technologies.

 Our
commercial success depends in part on our ability to obtain and maintain patent protection and trade secret protection for our product
candidates, proprietary technologies, and their uses as well as our ability to operate without infringing upon the proprietary rights
of others. We can provide no assurance that our patent applications or those of our licensors will result in additional patents being
issued or that issued patents will afford sufficient protection against competitors with similar technologies, nor can there be any assurance
that the patents issued will not be infringed, designed around or invalidated by third parties. Even issued patents may later be found
unenforceable or may be modified or revoked in proceedings instituted by third parties before various patent offices or in courts. The
degree of future protection for our proprietary rights is uncertain. Only limited protection may be available and may not adequately
protect our rights or permit us to gain or keep any competitive advantage. Composition-of-matter patents on the biological or chemical
active pharmaceutical ingredients are generally considered to offer the strongest protection of intellectual property and provide the
broadest scope of patent protection for pharmaceutical products, as such patents provide protection without regard to any method of use
or any method of manufacturing. While we have issued patents in the United States, we cannot be certain that the claims in our issued
patent will not be found invalid or unenforceable if challenged.

 We
cannot be certain that the claims in our issued United States methods of use patents will not be found invalid or unenforceable if challenged.

 We
cannot be certain that the pending applications covering among others the bioconjugates comprising sulfated polysaccharides; Ranpirnase
and other ribonucleases for treating viral diseases; therapeutic compositions comprising exosomes, bioxomes, and redoxomes; bioreactors
for cell culture, automated devices for supporting cell therapies, and point-of-care systems; immune cells, ribonucleases, or antibodies
for treating COVID-19; or chimeric antigen receptors (CARs); will be considered patentable by the United States Patent and Trademark
Office (USPTO), and courts in the United States or by the patent offices and courts in foreign countries, nor can we be certain that
the claims in our issued patents will not be found invalid or unenforceable if challenged. Even if our patent applications covering these
inventions issue as patents, the patents protect specific products and may not be enforced against competitors making and marketing a
product that has the same activity. Method-of-use patents protect the use of a product for the specified method or for treatment of a
particular indication. These types of patents may not be enforced against competitors making and marketing a product that provides the
same activity but is used for a method not included in the patent. Moreover, even if competitors do not actively promote their product
for our targeted indications, physicians may prescribe these products "off-label." Although off-label prescriptions may infringe
or contribute to the infringement of method-of-use patents, the practice is common and such infringement is difficult to prevent or prosecute.

 The
patent application process is subject to numerous risks and uncertainties, and there can be no assurance that we or any of our future
development partners will be successful in protecting our product candidates by obtaining and defending patents. These risks and uncertainties
include the following:

 the
 USPTO and various foreign governmental patent agencies require compliance with a number of
 procedural, documentary, fee payment and other provisions during the patent process. There
 are situations in which noncompliance can result in abandonment or lapse of a patent or patent
 application, resulting in partial or complete loss of patent rights in the relevant jurisdiction.
 In such an event, competitors might be able to enter the market earlier than would otherwise
 have been the case;

 patent
 applications may not result in any patents being issued;

 patents
 that may be issued or in-licensed may be challenged, invalidated, modified, revoked, circumvented,
 found to be unenforceable or otherwise may not provide any competitive advantage;

 our
 competitors, many of whom have substantially greater resources and many of whom have made
 significant investments in competing technologies, may seek or may have already obtained
 patents that will limit, interfere with or eliminate our ability to make, use, and sell our
 potential product candidates;

 there
 may be significant pressure on the U.S. government and international governmental bodies
 to limit the scope of patent protection both inside and outside the United States for disease
 treatments that prove successful, as a matter of public policy regarding worldwide health
 concerns; and

 countries
 other than the United States may have patent laws less favorable to patentees than those
 upheld by U.S. courts, allowing foreign competitors a better opportunity to create, develop
 and market competing product candidates.

 In
addition, we rely on the protection of our trade secrets and proprietary know-how. Although we have taken steps to protect our trade
secrets and unpatented know-how, including entering into confidentiality agreements with third parties, and confidential information
and inventions agreements with employees, consultants and advisors, we cannot provide any assurances that all such agreements have been
duly executed, and third parties may still obtain this information or may come upon this or similar information independently. Additionally,
if the steps taken to maintain our trade secrets are deemed inadequate, we may have insufficient recourse against third parties for misappropriating
its trade secrets. If any of these events occurs or if we otherwise lose protection for our trade secrets or proprietary know-how, our
business may be harmed.

 Third
parties may initiate legal proceedings alleging that we are infringing, misappropriating or otherwise violating their intellectual property
rights, the outcome of which would be uncertain and could have a material adverse effect on the success of our business.

 Our
commercial success depends upon our ability and the ability of our collaborators to develop, manufacture, market and sell our product
candidates and use our proprietary technologies without infringing, misappropriating or otherwise violating the intellectual property
and proprietary rights of third parties. There is considerable patent and other intellectual property litigation in the pharmaceutical
and biotechnology industries. We may become party to, or threatened with, adversarial proceedings or litigation regarding intellectual
property rights with respect to our technology and product candidates, including interference proceedings, post grant review, inter
partes review, and derivation proceedings before the USPTO and similar proceedings in foreign jurisdictions such as oppositions before
the European Patent Office.

 The
legal threshold for initiating litigation or contested proceedings is low, so that even lawsuits or proceedings with a low probability
of success might be initiated and require significant resources to defend. Litigation and contested proceedings can also be expensive
and time-consuming, and our adversaries in these proceedings may have the ability to dedicate substantially greater resources to prosecuting
these legal actions than we can. The risks of being involved in such litigation and proceedings may increase if and as our product candidates
near commercialization. Third parties may assert infringement claims against us based on existing patents or patents that may be granted
in the future, regardless of merit. We may not be aware of all such intellectual property rights potentially relating to our technology
and product candidates and their uses, or we may incorrectly conclude that third party intellectual property is invalid or that our activities
and product candidates do not infringe such intellectual property. Thus, we do not know with certainty that our technology and product
candidates, or our development and commercialization thereof, do not and will not infringe, misappropriate or otherwise violate any third
party's intellectual property.

 Third
parties may assert that we are employing their proprietary technology without authorization. There may be third-party patents or patent
applications with claims to materials, formulations or methods, such as methods of manufacture or methods for treatment, related to the
discovery, use or manufacture of the product candidates that we may identify or related to our technologies. Because patent applications
can take many years to issue, there may be currently pending patent applications which may later result in issued patents that the product
candidates that we may identify may infringe. In addition, third parties may obtain patents in the future and claim that use of our technologies
infringes upon these patents. Moreover, as noted above, there may be existing patents that we are not aware of or that we have incorrectly
concluded are invalid or not infringed by our activities. If any third-party patents were held by a court of competent jurisdiction to
cover, for example, the manufacturing process of the product candidates that we may identify, any molecules formed during the manufacturing
process or any final product itself, the holders of any such patents may be able to block our ability to commercialize such product candidate
unless we obtained a license under the applicable patents, or until such patents expire.

 Generally,
conducting clinical trials and other development activities in the United States is not considered an act of infringement. If and when
products are approved by the FDA, that certain third party may then seek to enforce its patents by filing a patent infringement lawsuit
against us or our licensee(s). In such lawsuit, we or our licensees may incur substantial expenses defending our rights or our licensees'
rights to commercialize such product candidates, and in connection with such lawsuit and under certain circumstances, it is possible
that we or our licensees could be required to cease or delay the commercialization of a product candidate and/or be required to pay monetary
damages or other amounts, including royalties on the sales of such products. Moreover, any such lawsuit may also consume substantial
time and resources of our management team and board of directors. The threat or consequences of such a lawsuit may also result in royalty
and other monetary obligations being imposed on us, which may adversely affect our results of operations and financial condition.

 Parties
making claims against us may obtain injunctive or other equitable relief, which could effectively block our ability to further develop
and commercialize the product candidates that we may identify. Defense of these claims, regardless of their merit, would involve substantial
litigation expense and would be a substantial diversion of employee resources from our business. In the event of a successful claim of
infringement against us, we may have to pay substantial damages, including treble damages and attorneys' fees for willful infringement,
pay royalties, redesign our infringing products or obtain one or more licenses from third parties, which may be impossible or require
substantial time and monetary expenditure.

 We
may choose to take a license or, if we are found to infringe, misappropriate or otherwise violate a third party's intellectual
property rights, we could also be required to obtain a license from such third party to continue developing, manufacturing and marketing
our technology and product candidates. However, we may not be able to obtain any required license on commercially reasonable terms or
at all. Even if we were able to obtain a license, it could be non-exclusive, thereby giving our competitors and other third parties access
to the same technologies licensed to us and could require us to make substantial licensing and royalty payments. We could be forced,
including by court order, to cease developing, manufacturing and commercializing the infringing technology or product. In addition, we
could be found liable for significant monetary damages, including treble damages and attorneys' fees, if we are found to have willfully
infringed a patent or other intellectual property right and could be forced to indemnify our customers or collaborators. A finding of
infringement could prevent us from commercializing our product candidates or force us to cease some of our business operations, which
could materially harm our business. In addition, we may be forced to redesign our product candidates, seek new regulatory approvals and
indemnify third parties pursuant to contractual agreements. Claims that we have misappropriated the confidential information or trade
secrets of third parties could have a similar material adverse effect on our business, financial condition, results of operations and
prospects.

 If
product liability lawsuits are brought against us, we may incur substantial liabilities and may be required to limit commercialization
of our product candidates.

 We
face an inherent risk of product liability as a result of the clinical testing of our product candidates and will face an even greater
risk if we commercialize any products. For example, we may be sued if our product candidates cause or are perceived to cause injury or
are found to be otherwise unsuitable during clinical testing, manufacturing, marketing or sale. Any such product liability claims may
include allegations of defects in manufacturing, defects in design, a failure to warn of dangers inherent in the product, negligence,
strict liability or a breach of warranties. Claims could also be asserted under state consumer protection acts. If we cannot successfully
defend ourselves against product liability claims, we may incur substantial liabilities or be required to limit commercialization of
our product candidates. Even a successful defense would require significant financial and management resources. Regardless of the merits
or eventual outcome, liability claims may result in:

 decreased
 demand for our products;

 injury
 to our reputation;

 withdrawal
 of clinical trial participants and inability to continue clinical trials;

 initiation
 of investigations by regulators;

 costs
 to defend the related litigation;

 a
 diversion of management's time and our resources;

 substantial
 monetary awards to trial participants or patients;

 product
 recalls, withdrawals or labeling, marketing or promotional restrictions;

 loss
 of revenue;

 exhaustion
 of any available insurance and our capital resources;

 the
 inability to commercialize any product candidate; and

 a
 decline in our share price.

 Because
most of our products have not reached commercial stage, we do not currently need to carry clinical trial or extensive product liability
insurance. In the future, our inability to obtain additional sufficient product liability insurance at an acceptable cost to protect
against potential product liability claims could prevent or inhibit the commercialization of products we develop, alone or with collaborators.
Such insurance policies may also have various exclusions, and we may be subject to a product liability claim for which we have no coverage.

 It
may be difficult to enforce a U.S. judgment against us, our officers and directors and the foreign persons named in this Annual Report
on Form 10-K in the United States or in foreign countries, or to assert U.S. securities laws claims in foreign countries or serve process
on our officers and directors and these experts.

 While
we are incorporated in the State of Nevada, currently a majority of our directors and executive officers are not residents of the United
States, and the foreign persons named in this Annual Report on Form 10-K are located outside of the United States. The majority of our
assets are located outside the United States. Therefore, it may be difficult for an investor, or any other person or entity, to enforce
a U.S. court judgment based upon the civil liability provisions of the U.S. federal securities laws against us or any of these persons
in a U.S. or foreign court, or to effect service of process upon these persons in the United States. Additionally, it may be difficult
for an investor, or any other person or entity, to assert U.S. securities law claims in original actions instituted in foreign countries
in which we operate. Foreign courts may refuse to hear a claim based on a violation of U.S. securities laws on the grounds that foreign
countries are not necessary the most appropriate forum in which to bring such a claim. Even if a foreign court agrees to hear a claim,
it may determine that foreign law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the content of
applicable U.S. law must be proved as a fact, which can be a time-consuming and costly process. Certain matters of procedure will also
be governed by foreign countries law. There is little binding case law in foreign countries addressing the matters described above.

 We
may be subject to numerous and varying privacy and security laws, and our failure to comply could result in penalties and reputational
damage.

 We
are subject to laws and regulations covering data privacy and the protection of personal information, including health information. The
legislative and regulatory landscape for privacy and data protection continues to evolve, and there has been an increasing focus on privacy
and data protection issues which may affect our business. In the U.S., numerous federal and state laws and regulations, including state
security breach notification laws, state health information privacy laws, and federal and state consumer protection laws, govern the
collection, use, disclosure, and protection of personal information. Each of these laws is subject to varying interpretations by courts
and government agencies, creating complex compliance issues for us. If we fail to comply with applicable laws and regulations, we could
be subject to penalties or sanctions, including criminal penalties if we knowingly obtain or disclose individually identifiable health
information from a covered entity in a manner that is not authorized or permitted by the Health Insurance Portability and Accountability
Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act, or HIPAA.

 Numerous
other countries have, or are developing, laws governing the collection, use and transmission of personal information as well. The EU
and other jurisdictions have adopted data protection laws and regulations, which impose significant compliance obligations. In the EU,
for example, effective May 25, 2018, the GDPR replaced the prior EU Data Protection Directive (95/46) that governed the processing of
personal data in the European Union. The GDPR imposes significant obligations on controllers and processors of personal data, including,
as compared to the prior directive, higher standards for obtaining consent from individuals to process their personal data, more robust
notification requirements to individuals about the processing of their personal data, a strengthened individual data rights regime, mandatory
data breach notifications, limitations on the retention of personal data and increased requirements pertaining to health data, and strict
rules and restrictions on the transfer of personal data outside of the EU, including to the U.S. The GDPR also imposes additional obligations
on, and required contractual provisions to be included in, contracts between companies subject to the GDPR and their third-party processors
that relate to the processing of personal data. The GDPR allows EU member states to make additional laws and regulations further limiting
the processing of genetic, biometric or health data.

 Adoption
of the GDPR increased our responsibility and liability in relation to personal data that we process and may require us to put in place
additional mechanisms to ensure compliance. Any failure to comply with the requirements of GDPR and applicable national data protection
laws of EU member states, could lead to regulatory enforcement actions and significant administrative and/or financial penalties against
us (fines of up to Euro 20,000,000 or up to 4% of the total worldwide annual turnover of the preceding financial year, whichever is higher),
and could adversely affect our business, financial condition, cash flows and results of operations.

 We
are increasingly dependent on information technology and our systems and infrastructure face certain risks, including cybersecurity and
data storage risks.

disruptions to our information technology systems or breaches of information security could adversely affect our business. In the ordinary
course of business, we collect, store and transmit confidential information, and it is critical that we do so in a secure manner in order
to maintain the confidentiality and integrity of such confidential information. Our information technology systems are potentially vulnerable
to service interruptions and security breaches from inadvertent or intentional actions by our employees, partners, vendors, or from attacks
by malicious third parties. Maintaining the secrecy of this confidential, proprietary, and/or trade secret information is important to
our competitive business position. While we have taken steps to protect such information and invested in information technology, there
can be no assurance that our efforts will prevent service interruptions or security breaches in our systems or the unauthorized or inadvertent
wrongful access or disclosure of confidential information that could adversely affect our business operations or result in the loss,
dissemination, or misuse of critical or sensitive information. A breach of our security measures or the accidental loss, inadvertent
disclosure, unapproved dissemination or misappropriation or misuse of trade secrets, proprietary information, or other confidential information,
whether as a result of theft, hacking, or other forms of deception, or for any other cause, could enable others to produce competing
products, use our proprietary technology and/or adversely affect our business position. Further, any such interruption, security breach,
loss or disclosure of confidential information could result in financial, legal, business, and reputational harm to us and could have
a material effect on our business, financial position, results of operations and/or cash flow.

 There
can be no assurance that we will be able to develop in-house sales and commercial distribution capabilities or establish or maintain
relationships with third-party collaborators to successfully commercialize any product in the United States or overseas, and as a result,
we may not be able to generate product revenue.

 A
variety of risks associated with operating our business internationally could materially adversely affect our business. We plan to seek
regulatory approval of our product candidates outside of the United States and, accordingly, we expect that we, and any potential collaborators
in those jurisdictions, will be subject to additional risks related to operating in foreign countries, including:

 differing
 regulatory requirements in foreign countries, unexpected changes in tariffs, trade barriers,
 price and exchange controls, and other regulatory requirements;

 economic
 weakness, including inflation, or political instability in particular foreign economies and
 markets;

 compliance
 with tax, employment, immigration, and labor laws for employees living or traveling abroad;

 foreign
 taxes, including withholding of payroll taxes;

 foreign
 currency fluctuations, which could result in increased operating expenses and reduced revenue,
 and other obligations incident to doing business in another country;

 difficulties
 staffing and managing foreign operations;

 workforce
 uncertainty in countries where labor unrest is more common than in the United States;

 potential
 liability under the Foreign Corrupt Practices Act of 1977 or comparable foreign laws;

 challenges
 enforcing our contractual and intellectual property rights, especially in those foreign countries
 that do not respect and protect intellectual property rights to the same extent as the United
 States;

 production
 shortages resulting from any events affecting raw material supply or manufacturing capabilities
 abroad; and

 business
 interruptions resulting from geo-political actions, including war, and terrorism or disease
 outbreaks (such as the recent outbreak of COVID-19, or the novel coronavirus).

 These
and other risks associated with our planned international operations may materially adversely affect our ability to attain or maintain
profitable operations.

 If
we are unable to integrate acquired businesses effectively, our operating results may be adversely affected.

 From
time to time, we seek to expand our business through acquisitions. We may not be able to successfully integrate acquired businesses and,
where desired, their product portfolios into ours, and therefore we may not be able to realize the intended benefits. If we fail to successfully
integrate acquisitions or product portfolios, or if they fail to perform as we anticipate, our existing businesses and our revenue and
operating results could be adversely affected. If the due diligence of the operations of acquired businesses performed by us and by third
parties on our behalf is inadequate or flawed, or if we later discover unforeseen financial or business liabilities, acquired businesses
and their assets may not perform as expected. Additionally, acquisitions could result in difficulties assimilating acquired operations
and, where deemed desirable, transitioning overlapping products into a single product line and the diversion of capital and management's
attention away from other business issues and opportunities. The failure to integrate acquired businesses effectively may adversely impact
our business, results of operations or financial condition.

 Risks
Related to Our OMPULs

 We
may not be able to operate our OMPULs in all cities or desired locations and the sizes and use of our laboratories in such OMPULs may
be restricted due to zoning, environmental, medical waste, or other licensing regulations.

 We
may be subject to local zoning ordinances or other similar restrictions that may limit where the OMPULs can be located and the extent
of their size and use. In addition, international, federal, state and local environmental and other administrative and licensing regulations
could restrict the ability of the OMPULs to connect with local power, water, sewer, and other infrastructure. Our success depends on
our ability to develop and roll out our OMPULs which may become more difficult or more expensive by such applicable regulations. Changes
in any of these regulations could require us to close or move our OMPULs which would affect our ability to conduct and grow our business.

 If
our existing OMPULs facilities become damaged or inoperable or if we are required to vacate our existing facilities, our ability to perform
our tests and pursue our research and development efforts may be jeopardized.

 We
currently perform a majority of tests relating to our POCare Services out of our OMPULs. Our facilities and equipment could be harmed
or rendered inoperable by natural or man-made disasters, including war, fire, earthquake, power loss, communications failure or terrorism,
which may render it difficult or impossible for us to operate for some period of time. In addition, since there is no lengthy history
of use of OMPULs and the OMPULs are still in the development stage, we are unable to predict the normal wear and tear on such OMPULs
or how many years each OMPUL will remain operational.

 The
inability to perform our tests or to reduce the backlog that could develop if our facilities are inoperable, for even a short period
of time, may result in the loss of customers or harm to our reputation, and we may be unable to regain those customers or repair our
reputation. Furthermore, our OMPUL facilities and the equipment we use to perform our research and development work could be unavailable
or costly and time-consuming to repair or replace. It would be difficult, time-consuming and expensive to rebuild our facilities, or
to locate and qualify new facilities.

 We
carry insurance for damage to our property and disruption of our business, but this insurance may not cover all of the risks associated
with damage or disruption to our facility and business, may not provide coverage in amounts sufficient to cover our potential losses
and may not continue to be available to us on acceptable terms, if at all.

in the price and availability of our raw materials could be detrimental to our OMPUL operations.

 Supply
chain issues, including limited supply of certain raw material or supply interruptions, delays or shortages of material may disrupt our
daily operations as the OMPULs may be unable to retain an inventory of materials required to maintain operations or to build or repair
OMPULs.

 We
are dependent on skilled human capital for our OMPULs.

 Our
ability to innovate and execute is dependent on the ability to hire, replace, and train skilled personnel. The employment market suffers
from shortage of candidates that may continue in future years and cause delays and inabilities to execute our plans. Additionally, based
on current trends in the US labor market, there could be a shortage of available trained staff for the OMPULs in the United States. Staff
retention could also be a significant operational issue.

 If
we are unable to successfully secure our locations and premises, we may be unable to operate out of our OMPULs or keep our employees
and laboratory equipment safe.

 In
certain cities and urban markets, homelessness, rising crime rates and decreased police funding, could impact the security of the OMPULs
and the safety of employees and patients. If we are unable to successfully secure our OMPULs, our research and development could be negatively
impacted.

 Our
OMPULs are operated in a heavily regulated industry, and changes in regulations or violations of regulations may, directly or indirectly,
reduce our revenue, adversely affect our results of operations and financial condition, and harm our business.

 The
clinical laboratory testing industry is highly regulated, and there can be no assurance that the regulatory environment in which we operate
will not change significantly and adversely to us in the future. Areas of the regulatory environment that may affect our ability to conduct
our OMPUL business include, without limitation:

 federal
 and state laws governing laboratory testing, including CLIA, and state licensing laws;

 federal
 and state laws and enforcement policies governing the development, use and distribution of
 diagnostic medical devices, including laboratory developed tests, or LDTs;

 federal,
 state and local laws governing the handling and disposal of medical and hazardous waste;

 federal
 and state Occupational Safety and Health Administration rules and regulations; and

 European
 Union GMP approvals, which may be delayed because of the use OMPULs which could then delay
 manufacturing for clinical trials.

 Risks
Related to Our Trans-Differentiation Technologies for Diabetes and the THM License Agreement

 THM
is entitled to cancel the THM License Agreement.

to the terms of the THM License Agreement with THM, Orgenesis Ltd, the Israeli Subsidiary, must develop, manufacture, sell and market
the products pursuant to the milestones and time schedule specified in the development plan. In the event the Israeli Subsidiary fails
to fulfill the terms of the development plan under the THM License Agreement, THM shall be entitled to terminate the THM License Agreement
by providing the Israeli Subsidiary with written notice of such a breach and if the Israeli Subsidiary does not cure such breach within
one year of receiving the notice. THM may also terminate the THM License Agreement if the Israeli Subsidiary breaches an obligation contained
in the THM License Agreement and does not cure it within 180 days of receiving notice of the breach. We also run the risk that THM may
attempt cancel or, at the very least challenge, the License Agreement with the Israeli Subsidiary as we continue to expand our focus
to other therapies and business activities. While we have not received any notice of cancellation of the THM License Agreement, we have
received an allegation regarding the scope of the rights by THM that may present future challenges for our Israeli Subsidiary to continue
to develop, manufacture, sell and market the products pursuant to the milestones and time schedule specified in the development plan
of the THM License Agreement. In addition, THM has filed a complaint against us in the Tel Aviv District Court relating to the scope
of such THM license and the royalties and other payments that THM is entitled to thereunder. See "Legal Proceedings" in this
Annual Report on Form 10-K. Such complaint may lead to further risk of cancellation of the THM License Agreement.

 The
Israeli Subsidiary is a licensed technology that demonstrates the capacity to induce a shift in the developmental fate of cells from
the liver and differentiating (converting) them into "pancreatic beta cell-like" insulin-producing cells for patients with
diabetes. Our intention is to develop our technology to the clinical stage for regeneration of functional insulin-producing cells, thus
enabling normal glucose regulated insulin secretion, via cell therapy. By using therapeutic agents that efficiently convert a sub-population
of liver cells into pancreatic islets phenotype and function, this approach allows the diabetic patient to be the donor of his/her own
therapeutic tissue and to start producing his/her own insulin in a glucose-responsive manner, thereby eliminating the need for insulin
injections. Because this is a new approach to treating diabetes, developing and commercializing our product candidates subjects us to
a number of challenges, including:

 obtaining
 regulatory approval regulatory authorities that have very limited experience with the commercial
 development of the trans-differentiating technology for diabetes;

 and deploying consistent and reliable processes for engineering a patient's liver cells
 ex vivo and infusing the engineered cells back into the patient;

 processes for the safe administration of these products, including long-term follow-up for
 all patients who receive our products;

 sourcing
 clinical and, if approved, commercial supplies for the materials used to manufacture and
 process our products;

 a manufacturing process and distribution network with a cost of goods that allows for an
 attractive return on investment;

 establishing
 sales and marketing capabilities after obtaining any regulatory approval to gain market acceptance;
 and

 maintaining
 a system of post marketing surveillance and risk assessment programs to identify adverse
 events that did not appear during the drug approval process.

 Risks
Related to Development and Regulatory Approval of Our Therapies and Product Candidates

 Research
and development of biopharmaceutical products is inherently risky.

 We
may not be successful in our efforts to use and enhance our technology platform to create a pipeline of product candidates and develop
commercially successful products. Furthermore, we may expend our limited resources on programs that do not yield a successful product
candidate and fail to capitalize on product candidates or diseases that may be more profitable or for which there is a greater likelihood
of success. If we fail to develop additional product candidates, our commercial opportunity will be limited. Even if we are successful
in continuing to build our pipeline, obtaining regulatory approvals and commercializing additional product candidates will require substantial
additional funding and are prone to the risks of failure inherent in medical product development. Investment in biopharmaceutical product
development involves significant risk that any potential product candidate will fail to demonstrate adequate efficacy or an acceptable
safety profile, gain regulatory approval, and become commercially viable. We cannot provide you any assurance that we will be able to
successfully advance any of these additional product candidates through the development process. Our research programs may initially
show promise in identifying potential product candidates, yet fail to yield product candidates for clinical development or commercialization
for many reasons, including the following:

 our
 platform may not be successful in identifying additional product candidates;

 we
 may not be able or willing to assemble sufficient resources to acquire or discover additional
 product candidates;

 our
 product candidates may not succeed in preclinical or clinical testing;

 a
 product candidate may on further study be shown to have harmful side effects or other characteristics
 that indicate it is unlikely to be effective or otherwise does not meet applicable regulatory
 criteria;

 competitors
 may develop alternatives that render our product candidates obsolete or less attractive;

 product
 candidates we develop may nevertheless be covered by third parties' patents or other
 exclusive rights;

 the
 market for a product candidate may change during our program so that the continued development
 of that product candidate is no longer reasonable;

 a
 product candidate may not be capable of being produced in commercial quantities at an acceptable
 cost, or at all; and

 a
 product candidate may not be accepted as safe and effective by patients, the medical community
 or third- party payers, if applicable.

 If
any of these events occur, we may be forced to abandon our development efforts for a program or programs, or we may not be able to identify,
discover, develop, or commercialize additional product candidates, which would have a material adverse effect on our business and could
potentially cause us to cease operations.

 Extensive
industry regulation has had, and will continue to have, a significant impact on our business, especially our product development, manufacturing
and distribution capabilities.

 All
pharmaceutical companies are subject to extensive, complex, costly and evolving government regulation. For the U.S., this is principally
administered by the FDA and to a lesser extent by the Drug Enforcement Administration ("DEA") and state government agencies,
as well as by varying regulatory agencies in foreign countries where products or product candidates are being manufactured and/or marketed.
The Federal Food, Drug and Cosmetic Act, the Controlled Substances Act and other federal statutes and regulations, and similar foreign
statutes and regulations, govern or influence the testing, manufacturing, packing, labeling, storing, record keeping, safety, approval,
advertising, promotion, sale and distribution of our future products. Under these regulations, we may become subject to periodic inspection
of our facilities, procedures and operations and/or the testing of our future products by the FDA, the DEA and other authorities, which
conduct periodic inspections to confirm that we are in compliance with all applicable regulations. In addition, the FDA and foreign regulatory
agencies conduct pre-approval and post-approval reviews and plant inspections to determine whether our systems and processes are in compliance
with current GMP and other regulations. Following such inspections, the FDA or other agency may issue observations, notices, citations
and/or warning letters that could cause us to modify certain activities identified during the inspection. FDA guidelines specify that
a warning letter is issued only for violations of "regulatory significance" for which the failure to adequately and promptly
achieve correction may be expected to result in an enforcement action. We may also be required to report adverse events associated with
our future products to FDA and other regulatory authorities. Unexpected or serious health or safety concerns would result in labeling
changes, recalls, market withdrawals or other regulatory actions.

 The
range of possible sanctions includes, among others, FDA issuance of adverse publicity, product recalls or seizures, fines, total or partial
suspension of production and/or distribution, suspension of the FDA's review of product applications, enforcement actions, injunctions,
and civil or criminal prosecution. Any such sanctions, if imposed, could have a material adverse effect on our business, operating results,
financial condition and cash flows. Under certain circumstances, the FDA also has the authority to revoke previously granted drug approvals.
Similar sanctions as detailed above may be available to the FDA under a consent decree, depending upon the actual terms of such decree.
If internal compliance programs do not meet regulatory agency standards or if compliance is deemed deficient in any significant way,
it could materially harm our business.

 The
European Medicines Agency ("EMA") will regulate our future products in Europe. Regulatory approval by the EMA will be subject
to the evaluation of data relating to the quality, efficacy and safety of our future products for its proposed use. The time taken to
obtain regulatory approval varies between countries. Different regulators may impose their own requirements and may refuse to grant,
or may require additional data before granting, an approval, notwithstanding that regulatory approval may have been granted by other
regulators.

 Regulatory
approval may be delayed, limited or denied for a number of reasons, including insufficient clinical data, the product not meeting safety
or efficacy requirements or any relevant manufacturing processes or facilities not meeting applicable requirements.

 Further
trials and other costly and time-consuming assessments of the product may be required to obtain or maintain regulatory approval. Medicinal
products are generally subject to lengthy and rigorous pre-clinical and clinical trials and other extensive, costly and time-consuming
procedures mandated by regulatory authorities. We may be required to conduct additional trials beyond those currently planned, which
could require significant time and expense. In addition, even after the technology approval, both in the U.S. and Europe, we will be
required to maintain post marketing surveillance of potential adverse and risk assessment programs to identify adverse events that did
not appear during the clinical studies and drug approval process. All of the foregoing could require an investment of significant time
and expense.

 We
have generated limited revenue from therapeutic product sales, and our ability to generate any significant revenue from product sales
and become profitable depends significantly on our success in a number of factors.

 We
have a limited number of therapeutic products approved for commercial sale, and we have generated only limited revenue from product sales.
Our ability to generate revenue of more significant scale and achieve profitability depends significantly on our success in many factors,
including:

 completing
 research regarding, and nonclinical and clinical development of, our product candidates;

 obtaining
 regulatory approvals and marketing authorizations for product candidates for which we complete
 clinical studies;

 a sustainable and scalable manufacturing process for our product candidates, including establishing
 and maintaining commercially viable supply relationships with third parties and establishing
 our own manufacturing capabilities and infrastructure;

 launching
 and commercializing product candidates for which we obtain regulatory approvals and marketing
 authorizations, either directly or with a collaborator or distributor;

 obtaining
 market acceptance of our product candidates as viable treatment options;

 addressing
 any competing technological and market developments;

 identifying,
 assessing, acquiring and/or developing new product candidates;

 negotiating
 favorable terms in any collaboration, licensing, or other arrangements into which we may
 enter;

 maintaining,
 protecting, and expanding our portfolio of intellectual property rights, including patents,
 trade secrets, and know-how; and

 attracting,
 hiring, and retaining qualified personnel.

 Even
if more of the product candidates that we develop are approved for commercial sale, we anticipate incurring significant costs associated
with commercializing any approved product candidate. Our expenses could increase beyond expectations if we are required by the U.S. Food
and Drug Administration, or the FDA, or other regulatory agencies, domestic or foreign, to change our manufacturing processes or assays,
or to perform clinical, nonclinical, or other types of studies in addition to those that we currently anticipate. If we are successful
in obtaining regulatory approvals to market more of our product candidates, our revenue will be dependent, in part, upon the size of
the markets in the territories for which we gain regulatory approval, the accepted price for the product, the ability to get reimbursement
at any price, and whether we own the commercial rights for that territory. If the number of our addressable disease patients is not as
significant as we estimate, the indication approved by regulatory authorities is narrower than we expect, or the reasonably accepted
population for treatment is narrowed by competition, physician choice or treatment guidelines, we may not generate significant revenue
from sales of such products, even if approved. If we are not able to generate revenue from the sale of any approved products, we may
never become profitable.

 When
we commence any clinical trials, we may not be able to conduct our trials on the timelines we expect.

testing is expensive, time consuming, and subject to uncertainty. We cannot guarantee that any clinical studies will be conducted as
planned or completed on schedule, if at all. We cannot be sure that we will be able to submit an IND, and we cannot be sure that submission
of an IND will result in the FDA allowing clinical trials to begin. Moreover, even if these trials begin, issues may arise that could
suspend or terminate such clinical trials. A failure of one or more clinical studies can occur at any stage of testing, and our future
clinical studies may not be successful. Events that may prevent successful or timely completion of clinical development include:

 the
 inability to generate sufficient preclinical or other in vivo or in vitro data to support
 the initiation of clinical studies;

 in reaching a consensus with regulatory agencies on study design;

 in establishing CMC (Chemistry, Manufacturing, and Controls) which is a cornerstone in clinical
 study submission and later on, the regulatory approval;

 the
 FDA not allowing us to use the clinical trial data from a research institution to support
 an IND if we cannot demonstrate the comparability of our product candidates with the product
 candidate used by the relevant research institution in its clinical studies;

 in obtaining required Institutional Review Board, or IRB, approval at each clinical study
 site;

 imposition
 of a temporary or permanent clinical hold by regulatory agencies for a number of reasons,
 including after review of an IND application or amendment, or equivalent application or amendment;

 a
 result of a new safety finding that presents unreasonable risk to clinical trial participants;

 a
 negative finding from an inspection of our clinical study operations or study sites;

 developments
 on trials conducted by competitors for related technology that raises FDA concerns about
 risk to patients of the technology broadly;

 if
 the FDA finds that the investigational protocol or plan is clearly deficient to meet its
 stated objectives;

 in recruiting suitable patients to participate in our clinical studies;

 difficulty
 collaborating with patient groups and investigators;

 failure
 to perform in accordance with the FDA's current good clinical practices, or cGCPs,
 requirements, or applicable regulatory guidelines in other countries;

 in having patients complete participation in a study or return for post-treatment follow-up;

 patients
 dropping out of a study;

 occurrence
 of adverse events associated with the product candidate that are viewed to outweigh its potential
 benefits;

 changes
 in regulatory requirements and guidance that require amending or submitting new clinical
 protocols;

 changes
 in the standard of care on which a clinical development plan was based, which may require
 new or additional trials;

 the
 cost of clinical studies of our product candidates being greater than we anticipate;

 clinical
 studies of our product candidates producing negative or inconclusive results, which may result
 in our deciding, or regulators requiring us, to conduct additional clinical studies or abandon
 product development programs; and

 in manufacturing, testing, releasing, validating, or importing/exporting sufficient stable
 quantities of our product candidates for use in clinical studies or the inability to do any
 of the foregoing.

 Any
inability to successfully complete preclinical and clinical development could result in additional costs to us or impair our ability
to generate revenue. In addition, if we make manufacturing or formulation changes to our product candidates, we may be required to, or
we may elect to conduct additional studies to bridge our modified product candidates to earlier versions. Clinical study delays could
also shorten any periods during which our products have patent protection and may allow our competitors to bring products to market before
we do, which could impair our ability to successfully commercialize our product candidates and may harm our business and results of operations.

 Our
clinical trial results may also not support approval, whether accelerated approval, conditional marketing authorizations, or regular
approval. The results of preclinical and clinical studies may not be predictive of the results of later-stage clinical trials, and product
candidates in later stages of clinical trials may fail to show the desired safety and efficacy despite having progressed through preclinical
studies and initial clinical trials. In addition, our product candidates could fail to receive regulatory approval for many reasons,
including the following:

 the
 FDA or comparable foreign regulatory authorities may disagree with the design or implementation
 of our clinical trials;

 the
 population studied in the clinical program may not be sufficiently broad or representative
 to assure safety in the full population for which we seek approval;

 we
 may be unable to demonstrate that our product candidates' risk-benefit ratios for their
 proposed indications are acceptable;

 the
 results of clinical trials may not meet the level of statistical significance required by
 the FDA or comparable foreign regulatory authorities for approval;

 we
 may be unable to demonstrate that the clinical and other benefits of our product candidates
 outweigh their safety risks;

 the
 FDA or comparable foreign regulatory authorities may disagree with our interpretation of
 data from preclinical studies or clinical trials;

 the
 data collected from clinical trials of our product candidates may not be sufficient to the
 satisfaction of the FDA or comparable foreign regulatory authorities to obtain regulatory
 approval in the United States or elsewhere;

 the
 FDA or comparable foreign regulatory authorities may fail to approve the manufacturing processes,
 our own manufacturing facilities, or our third-party manufacturers' facilities with
 which we contract for clinical and commercial supplies; and

 the
 approval policies or regulations of the FDA or comparable foreign regulatory authorities
 may significantly change in a manner rendering our clinical data insufficient for approval.

 Our
product candidates may cause undesirable side effects or have other properties that could halt their clinical development, prevent their
regulatory approval, limit their commercial potential, or result in significant negative consequences.

 As
with most biological drug products, use of our product candidates could be associated with side effects or adverse events which can vary
in severity from minor reactions to death and in frequency from infrequent to prevalent. Any of these occurrences may materially and
adversely harm our business, financial condition and prospects.

 Our
product candidates are biologics, and the manufacture of our product candidates is complex, and we may encounter difficulties in production,
particularly with respect to process development or scaling-out of our manufacturing capabilities.

 If
we encounter such difficulties, our ability to provide supply of our product candidates for clinical trials or our products for patients,
if approved, could be delayed or stopped, or we may be unable to maintain a commercially viable cost structure. Our product candidates
are biologics and the process of manufacturing our products is complex, highly regulated and subject to multiple risks. As a result of
the complexities, the cost to manufacture biologics is generally higher than traditional small molecule chemical compounds, and the manufacturing
process is less reliable and is more difficult to reproduce.

 Our
manufacturing process will be susceptible to product loss or failure due to logistical issues associated with the collection of liver
cells, or starting material, from the patient, shipping such material to the manufacturing site, shipping the final product back to the
patient, and infusing the patient with the product, manufacturing issues associated with the differences in patient starting materials,
interruptions in the manufacturing process, contamination, equipment or reagent failure, improper installation or operation of equipment,
vendor or operator error, inconsistency in cell growth, failures in process testing and variability in product characteristics. Even
minor deviations from normal manufacturing processes could result in reduced production yields, product defects, and other supply disruptions.
If for any reason we lose a patient's starting material or later-developed product at any point in the process, the manufacturing
process for that patient will need to be restarted and the resulting delay may adversely affect that patient's outcome. If microbial,
viral, or other contaminations are discovered in our product candidates or in the manufacturing facilities in which our product candidates
are made, such manufacturing facilities may need to be closed for an extended period of time to investigate and remedy the contamination.
Because our product candidates are manufactured for each particular patient, we will be required to maintain a chain of identity and
tractability of all reagents and viruses involved in the process with respect to materials as they move from the patient to the manufacturing
facility, through the manufacturing process, and back to the patient. Maintaining such a chain of identity is difficult and complex,
and failure to do so could result in adverse patient outcomes, loss of product, or regulatory action including withdrawal of our products
from the market. Further, as product candidates are developed through preclinical to late-stage clinical trials towards approval and
commercialization, it is common that various aspects of the development program, such as manufacturing methods, are altered along the
way in an effort to optimize processes and results. Such changes carry the risk that they will not achieve these intended objectives,
and any of these changes could cause our product candidates to perform differently and affect the results of planned clinical trials
or other future clinical trials.

 Although
we are working to develop commercially viable processes, doing so is a difficult and uncertain task, and there are risks associated with
scaling to the level required for advanced clinical trials or commercialization, including, among others, cost overruns, potential problems
with process scale-out, process reproducibility, stability issues, lot consistency, and timely availability of reagents or raw materials.
We may ultimately be unable to reduce the cost of goods for our product candidates to levels that will allow for an attractive return
on investment if and when those product candidates are commercialized.

 In
addition, the manufacturing process for any products that we may develop is subject to FDA and foreign regulatory authority approval
process, and we will need to contract with manufacturers who can meet all applicable FDA and foreign regulatory authority requirements
on an ongoing basis. If we are unable to reliably produce products to specifications acceptable to the FDA or other regulatory authorities,
we may not obtain or maintain the approvals we need to commercialize such products. Even if we obtain regulatory approval for any of
our product candidates, there is no assurance that either we or our subsidiaries and joint ventures will be able to manufacture the approved
product to specifications acceptable to the FDA or other regulatory authorities, to produce it in sufficient quantities to meet the requirements
for the potential launch of the product, or to meet potential future demand. Any of these challenges could delay completion of clinical
trials, require bridging clinical trials or the repetition of one or more clinical trials, increase clinical trial costs, delay approval
of our product candidate, impair commercialization efforts, increase our cost of goods, and have an adverse effect on our business, financial
condition, results of operations and growth prospects.

 The
manufacture of biological drug products is complex and requires significant expertise and capital investment, including the development
of advanced manufacturing techniques and process controls. Manufacturers of biologic products often encounter difficulties in production,
particularly in scaling up or out, validating the production process, and assuring high reliability of the manufacturing process (including
the absence of contamination). These problems include logistics and shipping, difficulties with production costs and yields, quality
control, including stability of the product, product testing, operator error, availability of qualified personnel, as well as compliance
with strictly enforced federal, state and foreign regulations. Furthermore, if contaminants are discovered in our supply of our product
candidates or in the manufacturing facilities, such manufacturing facilities may need to be closed for an extended period of time to
investigate and remedy the contamination. We cannot assure you that any stability failures or other issues relating to the manufacture
of our product candidates will not occur in the future. Additionally, our manufacturers may experience manufacturing difficulties due
to resource constraints or as a result of labor disputes or unstable political environments. If our manufacturers were to encounter any
of these difficulties, or otherwise fail to comply with their contractual obligations, our ability to provide our product candidate to
patients in clinical trials would be jeopardized. Any delay or interruption in the supply of clinical trial supplies could delay the
completion of clinical trials, increase the costs associated with maintaining clinical trial programs and, depending upon the period
of delay, require us to begin new clinical trials at additional expense or terminate clinical trials completely.

 Cell-based
therapies rely on the availability of reagents, specialized equipment, and other specialty materials, which may not be available to us
on acceptable terms or at all. For some of these reagents, equipment, and materials, we rely or may rely on sole source vendors or a
limited number of vendors, which could impair our ability to manufacture and supply our products.

 Manufacturing
our product candidates will require many reagents and viruses, which are substances used in our manufacturing processes to bring about
chemical or biological reactions, and other specialty materials and equipment, some of which are manufactured or supplied by small companies
with limited resources and experience to support commercial biologics production. We currently depend on a limited number of vendors
for certain materials and equipment used in the manufacture of our product candidates. Some of these suppliers may not have the capacity
to support commercial products manufactured under GMP by biopharmaceutical firms or may otherwise be ill-equipped to support our needs.
We also do not have supply contracts with many of these suppliers and may not be able to obtain supply contracts with them on acceptable
terms or at all. Accordingly, we may experience delays in receiving key materials and equipment to support clinical or commercial manufacturing.

 For
some of these reagents, viruses, equipment, and materials, we rely and may in the future rely on sole source vendors or a limited number
of vendors. An inability to continue to source product from any of these suppliers, which could be due to regulatory actions or requirements
affecting the supplier, adverse financial or other strategic developments experienced by a supplier, labor disputes or shortages, unexpected
demands, or quality issues, could adversely affect our ability to satisfy demand for our product candidates, which could adversely and
materially affect our product sales and operating results or our ability to conduct clinical trials, either of which could significantly
harm our business.

 As
we continue to develop and scale our manufacturing process, we expect that we will need to obtain rights to and supplies of certain materials
and equipment to be used as part of that process. We may not be able to obtain rights to such materials on commercially reasonable terms,
or at all, and if we are unable to alter our process in a commercially viable manner to avoid the use of such materials or find a suitable
substitute, it would have a material adverse effect on our business.

 There
can be no assurance that we will be able to further develop in-house sales and commercial distribution capabilities or establish or maintain
relationships with third-party collaborators to successfully commercialize any product in the United States or overseas, and as a result,
we may not be able to generate product revenue.

 A
variety of risks associated with operating our business internationally could materially adversely affect our business. We plan to seek
regulatory approval of our product candidates outside of the United States and, accordingly, we expect that we, and any potential collaborators
in those jurisdictions, will be subject to additional risks related to operating in foreign countries, including:

 differing
 regulatory requirements in foreign countries, unexpected changes in tariffs, trade barriers,
 price and exchange controls, and other regulatory requirements;

 economic
 weakness, including inflation, or political instability in particular foreign economies and
 markets;

 compliance
 with tax, employment, immigration, and labor laws for employees living or traveling abroad;

 foreign
 taxes, including withholding of payroll taxes;

 foreign
 currency fluctuations, which could result in increased operating expenses and reduced revenue,
 and other obligations incident to doing business in another country;

 difficulties
 staffing and managing foreign operations;

 workforce
 uncertainty in countries where labor unrest is more common than in the United States;

 potential
 liability under the Foreign Corrupt Practices Act of 1977 or comparable foreign laws;

 challenges
 enforcing our contractual and intellectual property rights, especially in those foreign countries
 that do not respect and protect intellectual property rights to the same extent as the United
 States;

 production
 shortages resulting from any events affecting raw material supply or manufacturing capabilities
 abroad; and

 business
 interruptions resulting from geo-political actions, including war and terrorism.

 These
and other risks associated with our planned international operations may materially adversely affect our ability to attain or maintain
profitable operations.

 We
face significant competition from other biotechnology and pharmaceutical companies, and our operating results will suffer if we fail
to compete effectively.

 The
biopharmaceutical industry, and the rapidly evolving market for developing cell-based therapies is characterized by intense competition
and rapid innovation. Our competitors may be able to develop other compounds or drugs that are able to achieve similar or better results.
Our potential competitors include major multinational pharmaceutical companies, established biotechnology companies, specialty pharmaceutical
companies, universities, and other research institutions. Many of our competitors have substantially greater financial, technical and
other resources, such as larger research and development staff and experienced marketing and manufacturing organizations as well as established
sales forces. Smaller or early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements
with large, established companies. Mergers and acquisitions in the biotechnology and pharmaceutical industries may result in even more
resources being concentrated in our competitors. Competition may increase further as a result of advances in the commercial applicability
of technologies and greater availability of capital for investment in these industries. Our competitors, either alone or with collaborative
partners, may succeed in developing, acquiring or licensing on an exclusive basis drug or biologic products that are more effective,
safer, more easily commercialized, or less costly than our product candidates or may develop proprietary technologies or secure patent
protection that we may need for the development of our technologies and products.

 We
are highly dependent on our key personnel, and if we are not successful in attracting, motivating and retaining highly qualified personnel,
we may not be able to successfully implement our business strategy.

 Our
ability to compete in the highly competitive biotechnology and pharmaceutical industries depends upon our ability to attract, motivate
and retain highly qualified managerial, scientific and medical personnel. We are highly dependent on our senior management, particularly
our Chief Executive Officer, Vered Caplan. The loss of the services of any of our executive officers, other key employees, and other
scientific and medical advisors, and our inability to find suitable replacements, could result in delays in product development and harm
our business. Competition for skilled personnel is intense and the turnover rate can be high, which may limit our ability to hire and
retain highly qualified personnel on acceptable terms or at all.

 To
induce valuable employees to remain at our company, in addition to salary and cash incentives, we have provided stock option grants that
vest over time. The value to employees of these equity grants that vest over time may be significantly affected by movements in our stock
price that are beyond our control and may at any time be insufficient to counteract more lucrative offers from other companies. Although
we have employment agreements with our key employees, most these employment agreements provide for at-will employment, which means that
any of our employees could leave our employment at any time, with or without notice. We do not maintain "key man" insurance
policies on the lives of all of these individuals or the lives of any of our other employees.

 Risks
Related to our Common Stock

 We
may fail to comply with the continued listing requirements of the Nasdaq Capital Market, such that our common stock may be delisted and
the price of our common stock and our ability to access the capital markets could be negatively impacted.

 Our
common stock is listed for trading on the Nasdaq Capital Market. We must satisfy Nasdaq's continued listing requirements,
including, among other things, a minimum closing bid price requirement of $1.00 per share for 30 consecutive business days (the
"Minimum Bid Price Requirement"). If a company trades for 30 consecutive business days below the $1.00 minimum closing
bid price requirement, Nasdaq will send a deficiency notice to the company advising that it has been afforded a "compliance
period" of 180 calendar days to regain compliance with the applicable requirements. We received such a notice on September
27, 2023 and thus risk delisting unless we are able to regain compliance in a timely fashion.

 In
accordance with Nasdaq Listing Rules, we were provided an initial period of 180 calendar days to regain compliance with the Minimum Bid
Price Requirement. The initial compliance period ended on March 25, 2024 and we did not evidence compliance with the Minimum Bid Price
Requirement during the initial compliance period. On March 26, 2024, we received a new letter from the Staff stating that it had determined
to grant the Company an extension through September 23, 2024 to evidence compliance with the Minimum Bid Price Requirement. If at any
time before September 23, 2024, the closing bid price of our common stock is at least $1.00 per share for a minimum of 10 consecutive
business days, the Staff will provide written notification that we have achieved compliance with the Minimum Bid Price Requirement and
the common stock will continue to be eligible for listing on the Nasdaq Capital Market. If, however, compliance with the Minimum Bid
Price Requirement cannot be demonstrated by September 23, 2024, the Staff will provide written notification that our common stock will
be subject to delisting. At that time, we may appeal the Staff's delisting determination to a Panel. There can be no assurance
that, if we do appeal the Staff's delisting determination to the Panel, such appeal would be successful.

 There
can be no assurance that we will regain compliance with the Minimum Bid Price Requirement, that we will maintain compliant with other
Nasdaq listing requirements or that we will be granted a second compliance period. A delisting of our common stock from Nasdaq could
materially reduce the liquidity of our common stock and result in a corresponding material reduction in the price of our common stock.
In addition, delisting could harm our ability to raise capital through alternative financing sources on terms acceptable to us, or at
all, and may result in the potential loss of confidence by investors, employees and fewer business development opportunities.

 If
we issue additional shares in the future, it will result in the dilution of our existing stockholders.

 Our
articles of incorporation authorizes the issuance of up to 145,833,334 shares of our common stock with a par value of $0.0001 per share.
Our Board of Directors may choose to issue some or all of such shares to acquire one or more companies or products and to fund our overhead
and general operating requirements. The issuance of any such shares will reduce the book value per share and may contribute to a reduction
in the market price of the outstanding shares of our common stock. If we issue any such additional shares, such issuance will reduce
the proportionate ownership and voting power of all current stockholders. Further, such issuance may result in a change of control of
our company.

 Our
stock price and trading volume may be volatile, which could result in losses for our stockholders.

 The
equity trading markets have recently experienced high volatility resulting in highly variable and unpredictable pricing of equity securities.
If the turmoil in the equity trading markets continues, the market for our common stock could change in ways that may not be related
to our business, our industry or our operating performance and financial condition. In addition, the trading volume in our common stock
may fluctuate and cause significant price variations to occur. Some of the factors that could negatively affect our share price or result
in fluctuations in the price or trading volume of our common stock include:

 actual
 or anticipated quarterly variations in our operating results;

 changes
 in expectations as to our future financial performance or changes in financial estimates,
 if any;

 announcements
 relating to our business;

 conditions
 generally affecting the biotechnology industry;

 the
 success of our operating strategy; and

 the
 operating and stock performance of other comparable companies.

 Many
of these factors are beyond our control, and we cannot predict their potential effects on the price of our common stock. In addition,
the stock market is subject to extreme price and volume fluctuations. During the 52 weeks ended December 31, 2023, our stock price has
fluctuated from a low of $1.23 to a high of $3.74. This volatility has had a significant effect on the market price of securities issued
by many companies for reasons unrelated to their operating performance and could have the same effect on our common stock.

 No
assurance can be provided that a purchaser of our common stock will be able to resell their shares of common stock at or above the price
that they acquired those shares. We can provide no assurances that the market price of common stock will increase or that the market
price of common stock will not fluctuate or decline significantly.

 We
do not intend to pay dividends on any investment in the shares of stock of our company.

 We
have never paid any cash dividends, and currently do not intend to pay any dividends for the foreseeable future. The Board of Directors
has not directed the payment of any dividends and does not anticipate paying dividends on the shares for the foreseeable future and intends
to retain any future earnings to the extent necessary to develop and expand our business. Payment of cash dividends, if any, will depend,
among other factors, on our earnings, capital requirements, and the general operating and financial condition, and will be subject to
legal limitations on the payment of dividends out of paid-in capital. Because we do not intend to declare dividends, any gain on an investment
in our company will need to come through an increase in the stock's price. This may never happen, and investors may lose all of
their investment in our company.

 We
have identified a material weakness in our internal control over financial reporting. Failure to achieve and maintain effective internal
controls over financial reporting could adversely affect our ability to report our results of operations and financial condition accurately
and in a timely manner, which could have an adverse impact on our business.

 Ensuring
that we have adequate internal financial and accounting controls and procedures in place to produce accurate financial statements on
a timely basis has been, and will continue to be, costly and a time-consuming effort. In addition, the rapid changes in our operations
and corporate structure have created a need for additional resources within the accounting and finance functions in order to produce
timely financial information and to ensure the level of segregation of duties customary for a U.S. public company.

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles in the United States ("GAAP"). Our management is also required, on a quarterly
basis, to evaluate the effectiveness of our internal controls and to disclose any changes and material weakness identified. A material
weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable
possibility that a material misstatement in our annual or interim consolidated financial statements might not be prevented or detected
on a timely basis, as occurred with certain of our interim consolidated financial statements in 2023, which were then restated and corrected
in amended Quarterly Reports on Form 10-Q prior to the filing of this Annual Report on Form 10-K. As described in Item 9A of this Annual
Report on Form 10-K, there was a material weakness identified in our internal control over financial reporting.

 We
are working to remediate our material weakness as soon as practicable. Our remediation plan, which is continuing to be developed, can
only be accomplished over time, and these initiatives may not accomplish their intended effects. Failure to maintain our internal control
over financial reporting could adversely impact our ability to report our financial position and results from operations on a timely
and accurate basis or result in misstatements. Likewise, if our financial statements are not filed on a timely basis, we could be subject
to regulatory actions, legal proceedings or investigations by Nasdaq, the SEC or other regulatory authorities, which could result in
a material adverse effect on our business and/or we may not be able to maintain compliance with certain of our agreements. Ineffective
internal controls could also cause investors to lose confidence in our financial reporting, which could have a negative effect on our
stock price, business strategies and ability to raise capital.

 Even
after the remediation of our material weakness, our management does not expect that our internal controls will ever prevent or detect
all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance
that the control system's objectives will be met. No evaluation of controls can provide absolute assurance that misstatements due
to error or fraud will not occur or that all control issues and instances of fraud, if any, within the business will have been detected.

 ITEM
1B. UNRESOLVED STAFF COMMENTS

 Not
applicable.

 ITEM
1C. CYBERSECURITY

 Cybersecurity

 We
recognize the critical importance of maintaining the trust and confidence of customers, clients, patients, business partners and employees
toward our business and are committed to protecting the confidentiality, integrity and availability of our business operations and systems.
Our board of directors is actively involved in oversight of our risk management activities, and cybersecurity represents an important
element of our overall approach to risk management. Our cybersecurity policies, standards, processes and practices are based on recognized
frameworks established by our cybersecurity consultants and other applicable industry standards. In general, we seek to address cybersecurity
risks through a comprehensive, cross-functional approach that is focused on preserving the confidentiality, security and availability
of the information that we collect and store by identifying, preventing and mitigating cybersecurity threats and effectively responding
to cybersecurity incidents when they occur.

 Cybersecurity
Risk Management and Strategy; Effect of Risk

 We
face risks related to cybersecurity such as unauthorized access, cybersecurity attacks and other security incidents, including as perpetrated
by hackers and unintentional damage or disruption to hardware and software systems, loss of data, and misappropriation of confidential
information. To identify and assess material risks from cybersecurity threats, we maintain a comprehensive cybersecurity program to ensure
our systems are effective and prepared for information security risks, including regular oversight of our programs for security monitoring
for internal and external threats to ensure the confidentiality and integrity of our information assets. We consider risks from cybersecurity
threats alongside other company risks as part of our overall risk assessment process. We employ a range of tools and services, including
regular network and endpoint monitoring, audits, vulnerability assessments, penetration testing, threat modeling and tabletop exercises
to inform our risk identification and assessment. As discussed in more detail under "Cybersecurity Governance" below, our
board of directors provides oversight of our cybersecurity risk management and strategy processes, which are led by our Chief Executive
Officer.

 We
also identify our cybersecurity threat risks by comparing our processes to standards set by the Center for Internet Security (CIS) as
well as by engaging experts to attempt to infiltrate our information systems. To provide for the availability of critical data and systems,
maintain regulatory compliance, manage our material risks from cybersecurity threats, and protect against and respond to cybersecurity
incidents, we undertake the following activities:

 monitor
emerging data protection laws and implement changes to our processes that are designed to comply with such laws and implement latest
Center for Internet Security benchmarks to comply with up-to-date requirements;

 through
our policies, practices and contracts (as applicable), require employees, as well as third parties that provide services on our behalf,
to treat confidential information and data with care, including using policies "right to know" and "right to access"
with granular access to confidential information;

 employ
technical safeguards that are designed to protect our information systems from cybersecurity threats, including firewalls, intrusion
prevention and detection systems, anti-malware functionality and access controls, which are evaluated and improved through vulnerability
assessments and cybersecurity threat intelligence, including active threat hunting and alerts monitoring by cyber security operators,
threat analytics, endpoint management and application evaluations;

 provide
regular, mandatory training for our employees and contractors regarding cybersecurity threats as a means to equip them with effective
tools to address cybersecurity threats, and to communicate our evolving information security policies, standards, processes and practices;

 conduct
regular phishing email simulations for all employees and contractors with access to our email systems to enhance awareness and responsiveness
to possible threats, including built-in tools for phishing campaigns and attack simulators and usage of sandbox environment to evaluate
threats;

 conduct
annual cybersecurity management and incident training for employees involved in our systems and processes that handle sensitive data;

 run
tabletop exercises to simulate a response to a cybersecurity incident and use the findings to improve our processes and technologies;

 leverage
the NIST incident handling framework to help us identify, protect, detect, respond and recover when there is an actual or potential cybersecurity
incident; and

 carry
information security risk insurance that provides protection against the potential losses arising from a cybersecurity incident.

 Our
processes also address cybersecurity threat risks associated with our use of third-party service providers, including our suppliers and
manufacturers or who have access to patient and employee data or our systems. In addition, cybersecurity considerations affect the selection
and oversight of our third-party service providers. We perform diligence on third parties that have access to our systems, data or facilities
that house such systems or data, and continually monitor cybersecurity threat risks identified through such diligence. Additionally,
we generally require those third parties that could introduce significant cybersecurity risk to us to agree by contract to manage their
cybersecurity risks in specified ways, and to agree to be subject to cybersecurity audits, which we conduct as appropriate.

 We
describe whether and how risks from identified cybersecurity threats, including as a result of any previous cybersecurity incidents,
have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or
financial condition, under the heading " We are increasingly dependent on information technology and our systems and infrastructure
face certain risks, including cybersecurity and data storage risks. " which disclosures are incorporated by reference herein.

 In
the last three fiscal years, we have not experienced any material cybersecurity incidents and the expenses we have incurred from cybersecurity
incidents were immaterial. This includes penalties and settlements, of which there were none.

 Cybersecurity
Governance; Management

 Cybersecurity
is an important part of our risk management processes and an area of focus for our board of directors and management. In general, our
board of directors oversees risk management activities designed and implemented by our management, and considers specific risks, including,
for example, risks associated with our strategic plan, business operations, and capital structure. Our board of directors executes its
oversight responsibility for risk management both directly and through delegating oversight of certain of these risks to its committees,
and our board of directors has authorized our audit committee to oversee risks from cybersecurity threats.

 Our
board of directors receives an annual update, and more often if required, from management of our cybersecurity threat risk management
and strategy processes covering topics such as data security posture, results from third-party assessments, progress towards pre-determined
risk-mitigation-related goals, our incident response plan, and material cybersecurity threat risks or incidents and developments, as
well as the steps management has taken to respond to such risks. In such sessions, our board of directors generally receives a report
that details includes cybersecurity details and other materials discussing current and emerging material cybersecurity threat risks,
and describing our ability to mitigate those risks, as well as recent developments, evolving standards, technological developments and
information security considerations arising with respect to our peers and third parties, and discusses such matters with our Chief Executive
Officer and also receive prompt and timely information regarding any cybersecurity incident that meets establishing reporting thresholds,
as well as ongoing updates regarding any such incident until it has been addressed.

 Members
of board of directors are also encouraged to regularly engage in conversations with management on cybersecurity-related news events and
discuss any updates to our cybersecurity risk management and strategy programs. Material cybersecurity threat risks are also considered
during separate board meeting discussions of important matters like enterprise risk management, operational budgeting, business continuity
planning, mergers and acquisitions, brand management, and other relevant matters.

 Our
cybersecurity risk management and strategy processes, which are discussed in greater detail above, are led by our Chief Executive Officer
and our external cybersecurity consultants. These are informed about and monitor the prevention, mitigation, detection, and remediation
of cybersecurity incidents through their management of, and participation in, the cybersecurity risk management and strategy processes
described above, including the operation of our incident response plan. As discussed above, these consultants report to management about
cybersecurity threat risks, among other cybersecurity related matters, at least annually.

 ITEM
2. PROPERTIES

 We
do not own any real property. A description of the leased premises we utilize in several of our facilities is as follows:

 Entity

 Property
 Description

 Inc.

 Our
 principal office is located at 20271 Goldenrod Lane, Germantown, MD 20876.

 Maryland LLC

 FastForward
 laboratory and office located at 1812 Ashland Ave, Baltimore, Maryland 21205.

 Korea Co. Ltd

 Operational
production laboratory and office area located at Gwanggyo business centre 156, Gwanggyo-ro, Yeongtong-gu, Suwon-si, Gyeonggi-do, Republic
of Korea.

 Ltd.

 Laboratory
 and office located in Nes Ziona, Israel

 Therapeutics Inc.

 Production
 facility and development labs in New Albany, Indiana.

 Genesis International LLC

 Production
 facility and development labs in Leander, Texas

 Biotech Israel Ltd.

 and offices located in the Bar Lev Industrial Park M.P. MISGAV, Israel.

 Mida
 Biotech BV

 and offices located in Leiden, The Netherlands

 Belgium and Orgenesis Services SRL

and offices located near Namur, at Novalis Science Park, Belgium

 Laboratory
 and offices located Koropi, Greece

 We
believe that our facilities are generally in good condition and suitable to carry on our business. We also believe that, if required,
suitable alternative or additional space will be available to us on commercially reasonable terms.

 ITEM
3. LEGAL PROCEEDINGS

 See note 22 of Item 8 of this Annual Report on Form 10-K for details of pending legal proceedings.

 Except
as described therein, we are not involved in any pending material legal proceedings.

 ITEM
4. MINE SAFETY DISCLOSURES

 Not
applicable.

 PART
II

 ITEM
5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market
Information

 Since
March 13, 2018, our common stock has been listed for trading on the Nasdaq Capital Market ("Nasdaq CM") under the symbol
"ORGS."

 As
of April 12, 2024, there were 346 holders of record of our common stock, and the last reported sale price of our common stock on the
NasdaqCM on April 12, 2024 was $ 0.49. A significant number of shares of our common
stock are held in either nominee name or street name brokerage accounts, and consequently, we are unable to determine the total
number of beneficial owners of our common stock.

 Dividend
Policy

 To
date, we have paid no dividends on our common stock and do not expect to pay cash dividends in the foreseeable future. We plan to retain
all earnings to provide funds for the operations of our company. In the future, our Board of Directors will decide whether to declare
and pay dividends based upon our earnings, financial condition, capital requirements, and other factors that our Board of Directors may
consider relevant. We are not under any contractual restriction as to present or future ability to pay dividends.

 Unregistered
Sales of Equity Securities

 None.

 Issuer
Purchases of Equity Securities

 None.

 ITEM
6. [RESERVED]

 ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 The
following Management's Discussion and Analysis of Financial Condition and Results of Operations is intended to provide information
necessary to understand our audited consolidated financial statements for the years ended December 31, 2023 and December 31, 2022 and
highlight certain other information which, in the opinion of management, will enhance a reader's understanding of our financial
condition, changes in financial condition and results of operations. In particular, the discussion is intended to provide an analysis
of significant trends and material changes in our financial position and the operating results of our business during the year ended
December 31, 2023, as compared to the year ended December 31, 2022.

 This
discussion should be read in conjunction with our consolidated financial statements for the years ended December 31, 2023 and December
31, 2022 and related notes included elsewhere in this Annual Report on Form 10-K. These historical financial statements may not be indicative
of our future performance. This Management's Discussion and Analysis of Financial Condition and Results of Operations contains
numerous forward-looking statements, all of which are based on our current expectations and could be affected by the uncertainties and
risks described throughout this filing, particularly in "Item 1A. Risk Factors." (All monetary amounts are expressed in thousands
of US dollars, unless stated otherwise)

 Corporate
Overview

 We
are a global biotech company working to unlock the potential of CGTs in an affordable and accessible format. CGTs can be centered on
autologous (using the patient's own cells) or allogenic (using master banked donor cells) and are part of a class of medicines
referred to as advanced therapy medicinal products, or ATMPs. We are mostly focused on autologous therapies that can be manufactured
under processes and systems that are developed for each therapy using a closed and automated approach that is validated for compliant
production near the patient for treatment of the patient at the point of care, or POCare. This approach has the potential to overcome
the limitations of traditional commercial manufacturing methods that do not translate well to commercial production of advanced therapies
due to their cost prohibitive nature and complex logistics to deliver such treatments to patients (ultimately limiting the number of
patients that can have access to, or can afford, these therapies).

 To
achieve these goals, we have developed a collaborative worldwide network of research institutes and hospitals who are engaged in the
POCare model, or our POCare Network, and a pipeline of licensed POCare advanced therapies that can be processed and produced under such
closed and automated processes and systems, or POCare Therapies. We are developing our pipeline of advanced therapies and with the goal
of entering into out-licensing agreements for these therapies.

 Following
the Metalmark Investment in November 2022, we separated our operations into two operating segments namely 1) Octomera and 2) Therapies.
Prior to that, we conducted all of our operations as one single segment. The Octomera operations includes mainly POCare Services, and
include the results of the subsidiaries transferred to Octomera. The Therapies segment includes our therapeutic development operations.
The segment information presented in note 5 of Item 8 of this Annual Report on Form 10-K reflects the results of the subsidiaries that
were transferred to Octomera.

segment (POCare Therapies)

 While
the biotech industry struggles to determine the best way to lower cost of goods and enable CGTs to scale, the scientific community continues
to advance and push the development of such therapies to new heights. Clinicians and researchers are excited by all the new tools (new
generations of industrial viruses, big data analysis for genetic and molecular data) and technologies (CRISPR, mRNA, etc.) available,
often at a low cost, to perform advanced research in small labs. Most new therapies arise from academic institutes or small spinouts
from such institutes. Though such research efforts may manage to progress into a clinical stage, utilizing lab based or hospital-based
production solutions they lack the resources to continue the development of such drugs to market approval.

 Historically,
drug/therapeutic development has required investments of hundreds of millions of dollars to be successful. One significant cause for
the high cost is that each therapy often requires unique production facilities and technologies that must be subcontracted or built.
Further the cost of production during the clinical stage is extremely expensive, and the cost of the clinical trial itself is very high.
Given these financial restraints, researchers and institutes hope to out-license their therapeutic products to large biotech companies
or spin-out new companies and raise large fundraising rounds. However, in many cases they lack the resources and the capability to de-risk
their therapeutic candidates enough to be attractive for such fundings or partnership.

 Our
POCare Network is an alternative to the traditional pathway of drug development. We collaborate with academic institutions and entities
that have been spun out from such institutions. We are in close contact with researchers who are experts in the field of the drug and
also partners with leading hospitals and research institutes. Based on such collaborations, we enter into in-licensing agreements with
relevant institutions for promising therapies with the aim of adapting them to a point-of-care setting through regional or strategic
biological partnerships. Based on the results of the collaboration, we are then able to out-license our own therapeutic developments,
as well as those therapies developed from in-licensing agreements to out-licensing partners at preferred geographical regions.

 The
ability to produce these products at low cost allows for an expedited development process, and the partnership with hospitals around
the globe enables joint grants and lower cost of clinical development. The POCare Therapies division reviews many therapies available
for out licensing and select the ones which they believe have the highest market potential, can benefit the most from a point of care
approach and have the highest chance of clinical success. It assesses such issues by utilizing its global POCare Network and its internal
knowhow accumulated over a decade of involvement in the field.

 The
goal of this in-licensing is to quickly adapt such therapies to a point-of-care approach through regional partnerships, and to out-license
the products for market approval in preferred geographical regions. This approach lowers overall development cost, through minimizing
pre-clinical development costs incurred by us, and through receiving of the additional funding from grants and/or payments by regional
partners.

 Our
therapies development subsidiaries are:

 Therapeutics, Inc., a Kentucky corporation, which is a regenerative medicine company, specializing
 in developing personalized cell therapies. It is currently focused on commercializing its
 metabolic pipeline via the POCare Network throughout the United States and in international
 markets.

 CA, Inc. a Delaware corporation, which is currently focused on development of technologies
 and therapies in California.

 Belgium SRL which is currently focused on product development. Since its incorporation, the
 subsidiary has been awarded grants in excess of 18,000 Euro from the Walloon region for several
 projects (DGO6 grants).

 Switzerland Sarl, which is currently focused on providing group management services.

 MIDA
 Biotech BV, which is currently focused on research and development activities, was granted
 a 4,000 Euro grant under the European Innovation Council Pathfinder Challenge Program which
 supports cutting-edge science and technology. The grant is for technologies enabling the
 production of autologous induced pluripotent stem cells (iPSCs) using microfluidic technologies
 and artificial intelligence (AI).

 Italy SRL which is currently focused on R&D activities.

 Ltd., an Israeli subsidiary which is focused on R&D and a provider of R&D management
 services for out licenced products. Israel is a hub for biotech research and pioneers in
 this field.

 Austria GmbH, an Austrian subsidiary, which is focused on R&D activities.

segment (mainly POCare Services)

LLC ("Octomera" or "Morgenesis") is responsible for most of our POCare services platform. The POCare Services
platform is utilized by parties such as biotech companies and hospitals for the supply of their products. Octomera's services include
adapting the process to the platform and supplying the products, or POCare Services. These are services for third party companies and
for CGTs that are not necessarily based on our POCare Therapies. POCare services that we and our affiliated entities perform include:

 Process
 development of therapies, process adaptation, and optimization inside the OMPULs, or "OMPULization";

 Adaptation
 of automation and closed systems to serviced therapies;

 Incorporation
 of the serviced therapies compliant with GMP in the OMPULs that we design and built;

 Tech
 transfers and training of local teams for the serviced therapies at the POCare Centers;

 Processing
 and supply of the therapies and required supplies under GMP conditions within our POCare
 Network, including required quality control testing; and

 Contract
 Research Organization services for clinical trials.

 The
POCare Services are performed in decentralized hubs that provide harmonized and standardized services to customers, or POCare Centers.
We are working to expand the number and scope of our POCare Centers with the intention of providing an efficient and scalable pathway
for CGT therapies to reach patients rapidly at lowered costs. Our POCare Services are designed to allow rapid capacity expansion while
integrating new technologies to bring together patients, doctors and industry partners with a goal of achieving standardized, regulated
clinical development and production of therapies.

Services Operations Subsidiaries

 We
conduct our core POCare operations through our wholly-owned subsidiary Octomera which was a consolidated subsidiary of the Company until
June 30, 2023 and which became a consolidated subsidiary again effective January 29, 2024. Octomera's subsidiaries which are all
wholly owned except as otherwise stated below (collectively, the "Subsidiaries") include:

 Maryland LLC, which is the center of POCare Services activity in North America and is currently
 focused on setting up and providing POCare Services and cell-processing services to the POCare
 Network.

 Genesis International LLC, a Texas limited liability company currently focused on development
 of our technologies and therapies.

 Services SRL, which is currently focused on expanding our POCare Network in Belgium.

 Germany GmbH, which is currently focused on providing CRO services to the POCare Network.

 Korea Co. Ltd., which is a provider of cell-processing and pre-clinical services in Korea.
 Octomera owns 94.12% of the Korean Subsidiary.

 Biotech Israel Ltd., which is a provider of process development and cell-processing services
 in Israel.

 Australia PTY LTD, which was transferred to Octomera in January 2023 and is currently focused
 on the development of our POC Network in Australia.

 Laboratories IKE ("Theracell Labs"), a Greek company currently focused on expanding
 our POCare Network.

 ORGS
 POC CA Inc, a Californian entity, is currently focussed on expanding our POCare Network in
 California.

 Octo
 Services LLC, a Delaware entity focussed on expanding our POCare network.

2023, we and MM invested $660 and $6,500 respectively into Octomera in exchange for Octomera preferred shares.

2023, we and MM loaned $276 and $2,475 respectively to Octomera's subsidiary, Orgenesis Maryland LLC. The loans bear 10% annual
interest and were originally scheduled to be repaid during 2024. Pursuant to an extension agreement signed between us and MM on January
28, 2024, the maturity date of the MM loans was extended to January 28, 2034.

.

Developments During Fiscal 2023

 Financing
Activities

 Equity

 On
February 23, 2023, we entered into a securities purchase agreement with certain institutional and accredited investors (the "Purchaser")
relating to the issuance and sale of 1,947,368 shares of our common stock, and warrants to purchase up to 973,684 shares of common stock
(the "Warrants") at a purchase price of $1.90 per share of common stock and accompanying Warrants in a registered direct
offering (the "February 2023 Offering"). The February 2023 Offering closed on February 27, 2023.

 The
Warrants have an exercise price of $1.90 per share, were exercisable immediately and will expire five years following the date of issuance.
The Warrants had an alternate cashless exercise option (beginning on or after the earlier of (a) the thirty-day anniversary of the date
of the Purchase Agreement and (b) the date on which the aggregate composite trading volume of Common Stock following the public announcement
of the pricing terms exceeds 13,600,000 shares), to receive an aggregate number of shares equal to the product of (x) the aggregate number
of shares of Common Stock that would be issuable upon a cash exercise and (y) 1.0. The aggregate gross proceeds to us from the February
2023 Offering were $3,700, before deducting placement agent cash fees equal to 7.0% of the gross proceeds received and other expenses
from the Offering payable by us.

 As
of September 30, 2023, all of the Warrants were exercised using the alternate cashless exercise option described above.

 On
August 31, 2023, we entered into a Securities Purchase Agreement with a certain accredited investor, pursuant to which we agreed to issue
and sell, in a private placement (the "August 2023 Offering"), 2,000,000 shares of our common stock at a purchase price of
$0.50 per share. We received proceeds of $1,000. The August 2023 Offering closed on August 31, 2023.

 On
November 8, 2023, we entered into a Securities Purchase Agreement with an institutional investor named therein, pursuant to which we
agreed to issue and sell, in a registered direct offering directly to the investor (the "November 2023 Offering"), (i) 1,410,256
shares of our common stock and (ii) warrants exercisable for 1,410,256 shares of common stock. The combined offering price for each share
and accompanying warrant was $0.78. The warrants were exercisable immediately following the date of issuance and may be exercised for
a period of five years from the initial exercisability date at an exercise price of $0.78 per share. We received proceeds of $1,100.
The November 2023 Offering closed on November 9, 2023.

 Loans

 On
July 25, 2023, the Israeli subsidiary received a loan from an offshore investor in the amount of $175. The loan bears 8% annual interest
and is repayable on January 1, 2024. During 2024, the maturity date of the loan was extended by a year.

 On
August 15, 2023, the Company received a loan from an investor in the amount of $250. The loan bears 8% annual interest and is repayable
on January 1, 2024.

October and November 2023, the Israeli subsidiary received loans in the amount of $150. The loans are interest free and repayable between
November 30, 2023 and January 1, 2024. During 2024, the maturity date of the loans was extended by a year.

October through December 2023, Orgenesis Maryland, LLC received $2,726 of loans which bear 10% annual interest and were originally scheduled
to be repaid during 2024. Pursuant to an extension agreement signed between us and MM on January 28, 2024, the maturity dates of the
MM loans were extended to January 28, 2034

 License
Agreements

 In
addition, during 2023, we continued the development of license agreements previously entered into, as described more fully in notes 12
and 13 to our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K.

 Results
of Operations

 Comparison
of the Year Ended December 31, 2023 to the Year Ended December 31, 2022.

 Our
financial results for the year ended December 31, 2023 are summarized as follows in comparison to the year ended December 31, 2022:

 2023

 2022

 $

 $
 34,741

 Revenues from related party

 -

 1,284

 Total revenues

 $

 $

 Cost of sales

 6,255

 5,133

 Gross profit

 $
 (5,725
)

 $
 30,892

 Cost of development services and research and development expenses

 10,623

 21,933

 Amortization of intangible assets

 Selling, general and administrative expenses included credit losses of $24,367 for the year ended December 31, 2023

 35,134

 15,589

 Share in loss of associated company

 1,508

 Impairment of investment

 -

 Impairment expenses

 -

 1,061

 Operating loss

 $
 53,636

 $
 10,110

 Loss from deconsolidation of Octomera (see Note 3)

 5,343

 -

 Other income

 (4
)

 (173
)

 2,688

 -

 Loss from extinguishment in connection with convertible loan (see note 7 a of Item 8)

 Financial expense, net

 2,499

 1,971

 Loss before income taxes

 $
 64,445

 $
 11,960

 Tax expense

 $
 64,918

 $
 12,169

 The
following table shows our revenues by major revenue streams:

 2023

 2022

 Revenue stream:

 POCare development services

 $
 -

 $
 14,894

 Cell process development services and hospital services

 11,212

 POCare cell processing

 -

 9,919

 License fees

 -

 Total

 $

 $

 Our
revenues for the year ended December 31, 2023 were $530, as compared to $36,025 for the year ended December 31, 2022, representing a
decrease of 99%. This was attributable failure of customers to timely pay for services received and to the deconsolidation of
Octomera at June 30, 2023. Almost all of our potential revenues was from Octomera. During the year ended December 31, 2023, the
Octomera segment completed revenue performance obligations but did not recognize revenue for such completed performance obligations
because certain revenue recognition conditions under ASC 606 were not satisfied.

 A
breakdown of the revenues per customer that constituted at least 10% of revenues is as follows:

 2023

 2022

 Revenue earned:

 Customer A (United States)

 $

 $
 -

 Customer B (United States)

 -

 Customer C (United States)

 -

 Customer D (Greece)

 -

 8,936

 Customer E (United States)

 -

 8,316

 Customer F (United Arab Emirates)

 -

 5,271

 Customer G (Korea)

 -

 3,873

 Expenses

 Cost
of Revenues

 Year Ended

 December 31, 2023

 December 31, 2022

 Salaries and related expenses

 $
 2,387

 $
 1,689

 Professional fees and consulting services

 1,917

 Raw materials

 1,173

 Depreciation expenses, net

 Other expenses

 Total

 $
 6,255

 $
 5,133

 Cost
of revenues for the year ended December 31, 2023 were $6,255, as compared to $5,133 for the year ended December 31, 2022, representing
an increase of 22%. This was due to increased costs including additional salaries, professional fees, and depreciation
expenses incurred as a result of increased process development and cell processing revenues mainly in the Octomera segment, which were
incurred until the date of deconsolidation.

 Cost
of development services and research and development expenses

 Year Ended

 December 31, 2023

 December 31, 2022

 Salaries and related expenses

 $
 4,800

 $
 9,517

 Subcontracting, professional and consulting services

 3,662

 4,687

 Lab expenses

 1,512

 Depreciation expenses, net

 Other research and development expenses

 1,542

 5,097

 Less – grant

 (280
)

 (123
)

 Total

 $
 10,623

 $
 21,933

 Cost
of development services and research and development for the year ended December 31, 2023 were $10,623, as compared to $21,933 for the
year ended December 31, 2022, representing a decrease of 52%. The decrease was mainly attributable to the deconsolidation of the Octomera
segment at June 30, 2023, and our decision to reduce investing in subcontracting, professional and consulting service fees and other
research and development expenses this year.

 Selling,
General and Administrative Expenses

 2023

 2022

 Salaries and related expenses

 $
 2,825

 $
 4,008

 Accounting and legal fees

 3,355

 5,527

 Professional fees

 1,891

 3,080

 Rent and related expenses

 Business development

 Depreciation expenses, net

 Other general and administrative expenses

 26,143

 1,889

 Total

 $
 35,134

 $
 15,589

 Selling, general and administrative expenses for the year ended December
31, 2023 were $35,134, as compared to $15,589 for the year ended December 31, 2022, representing an increase of 125%.

 The
increase was mainly due to increased expenses in the Octomera segment, where selling, general and administrative expense (excluding
depreciation) for the year ended December 31, 2023 were $37,878 as compared to $7,762 for the year ended December 31, 2022,
representing an increase of 388%. The increase was mainly as a result of an increase of credit losses in the amount
of $29,774 included in other general and administrative expenses.

 Share
in Net Loss of Associated Company

 2023

 2022

 Share of Net Loss of Associated Company

 $

 $
 1,508

 Total

 $

 $
 1,508

 Share in net loss of associated company for the year ended December 31,
2023 was $ 734, as compared to $ 1,508 for the year ended December 31, 2022, representing an decrease of 51%. The decrease in Share in
net loss of associated company in the year ended December 31, 2023 compared to the year ended December 31, 2022 is primarily attributable
to a decline in Octomera revenues, and credit losses in the year ended December 31, 2023 resulting from higher than previously expected
credit losses related to a group of customers that are significantly overdue in Octomera.

 Impairment
Expenses

 2023

 2022

 Impairment expenses

 $

 $
 1,061

 Impairment
expenses for the year ended December 31, 2023 were $699, as compared to $1,061 for the year ended December 31, 2022. These were attributable
to the write-off of assets purchased in previous years.

 Credit
Loss on Convertible loan receivable

 Years Ended December 31

 2023

 2022

 $
 2,688

 $
 -

 The
credit loss for the year ended December 31, 2023 was $2,688 compared to $0 for the year ended December 31, 2022. This was attributable
to a provision created for a credit loss on a loan.

Expenses, net

 2023

 2022

 Interest expense on convertible loans and loans

 2,167

 1,824

 Foreign exchange loss, net

 Other income

 Total

 $
 2,499

 $
 1,971

 Financial expenses, net for the year ended December 31, 2023 were $2,499,
as compared to $1,971 for the year ended December 31, 2022, representing an increase of 27%. The increase was mainly attributable to increased
interest and related expenses on new and existing convertible loans.

 Tax
expense

 2023

 2022

 Tax expense

 $

 $

 Total

 $

 $

 Tax
income, net for the year ended December 31, 2023 were $473, as compared to $209 for the year ended December 31, 2022, representing an
increase of 126%. The increase is mainly attributable to increased tax liabilities in the U.S. Effective for years beginning after December
31, 2021, Internal Revenue Code Section 174 changed the tax treatment of research and experimentation (R&E) expenditures. While companies
have historically deducted such costs for federal income tax purposes, these new rules require capitalization and prescribe cost recovery
over a period of five years for research and development paid or incurred in the United States and 15 years for R&E paid or incurred
outside of the United States.

 Working
Capital

 2023

 2022

 Current assets

 $
 4,076

 $
 46,318

 Current liabilities

 $
 16,407

 $
 15,910

 Working capital

 $
 (12,331
)

 $
 30,408

 Current
assets decreased by $42,242 between December 31, 2022 and December 31, 2023, due mainly to the deconsolidation of Octomera. The majority
of cash and cash equivalents, restricted cash, and accounts receivable at December 31, 2022 were part of Octomera. Receivables from related
parties in the amount of $458 are receivables from Octomera subsidiaries, that were consolidated at December 31, 2022 but not at December
31, 2023. Octomera became a consolidated subsidiary again effective January 29, 2024. In addition we provided a credit loss for a convertible
loan in the amount of $2,688 that was not yet repaid to us.

 Current
liabilities increased by $497 between December 31, 2022 and December 31, 2023, primarily due to an increase in accounts payable in the
amount of $2,022 as a result of a shortage of funds; an increase in tax payable in the amount of $451 as a result of increased tax in
the US; and grants payable in the amount of $602 as a result of a grant received. These increases were offset by a decline in short-term
and current maturities of convertible loans in the amount of $1,834 due to the extension of the maturity date of convertible loans to
2026 (see Note 10)

 Liquidity
and Capital Resources

 2023

 2022

 $
 (64,918
)

 $
 (12,169
)

 Net cash used in operating activities

 (14,837
)

 (24,924
)

 Net cash used in investing activities

 (3,707
)

 (14,133
)

 Net cash provided by financing activities

 13,618

 39,578

 Net change in cash and cash equivalents and restricted cash

 $
 (4,926
)

 $

year ended December 31, 2023, we funded our operations from operations as well as from proceeds raised from equity and debt offerings.

 Net cash used in operating activities for the year ended December 31, 2023 was approximately $14,837, as compared
to net cash used in operating activities of approximately $24,924 for the year ended December 31, 2022. The decline was mainly as a result of

 a
loss of $64,918 for the year ended December 31, 2023 compared to a loss of $12,169 for the year ended December 31, 2022, which is
mainly related a decline in activity in Octomera.

 Net cash used in investing activities for the year ended December 31, 2023
was approximately $3,707, as compared to net cash used in investing activities of approximately $14,133 for the year ended December 31,
2022. The decrease was mainly due to loans granted to associated entities last year not granted this year, reduced investments in OMPULs,
and the deconsolidation of Octomera.

 Net cash provided by
financing activities for the year ended December 31, 2023 was approximately $13,618, as compared to net cash provided by financing
activities of approximately $39,578 for the year ended December 31, 2022. During the year ended December 31, 2023 we raised equity
investments in the net amount of 5,732, raised proceeds from loans in the amount of 635, raised proceeds
from MM in the amount of $5,000 and repaid convertible loans in the amount of $3,000.

 Liquidity
and Capital Resources Outlook

 As
of December 31, 2023, we had an accumulated deficit of $176,622 and for the year ended December 31, 2023 incurred negative operating
cashflows of $14,837. Our activities have been funded by generating revenue, through offerings of our securities, and through proceeds
from loans. There is no assurance that our business will generate sustainable positive cash flows to fund our business.

 We will need to use mitigating actions such as to seek additional financing, refinance or amend
the terms of existing loans or postpone expenses that are not based on firm commitments. In order to fund our operations
until such time that we can generate sustainable positive cash flows, we will need to raise additional funds. For the year ended December
31, 2023 and as of the date of this report, we assessed our financial condition and concluded that based on our current and projected
cash resources and commitments, as well as other factors mentioned above, there is a substantial doubt about our ability to continue
as a going concern. We are planning to raise additional capital to continue our operations and to repay our outstanding loans when they
become due, as well as to explore additional avenues to increase revenues and reduce expenditures. There can be no assurance that we
will be able to raise additional capital on acceptable terms, or at all.

 Our
common stock is listed for trading on the Nasdaq Capital Market. We must satisfy Nasdaq's continued listing requirements, including,
among other things, a minimum closing bid price requirement of $1.00 per share for 30 consecutive business days (the "Minimum Bid
Price Requirement"). If a company trades for 30 consecutive business days below the $1.00 minimum closing bid price requirement,
Nasdaq will send a deficiency notice to the company advising that it has been afforded a "compliance period" of 180 calendar
days to regain compliance with the applicable requirements. We received such a notice on September 27, 2023 and thus risk delisting unless
we are able to regain compliance in a timely fashion.

January 2024, we received extensions on our loan payments as follows:

 Israeli
 subsidiary loan from an offshore investor in the amount of $175 originally repayable on January
 1, 2024: The maturity date of the loan was extended by a year.

 Israeli
 subsidiary loans in the amount of $150 repayable between November 30, 2023 and January 1,
 2024. During 2024, the maturity date of the loans was extended by a year.

 October through December 2023, Orgenesis Maryland, LLC received $2,726 of loans which were
 originally scheduled to be repaid during 2024. Pursuant to an extension agreement signed
 between us and MM on January 28, 2024, the maturity dates of the MM loans were extended to
 January 28, 2034.

 On
March 3, 2024, we entered into a Securities Purchase Agreement with certain accredited investors, pursuant to which we agreed to issue
and sell, in a private placement, 2,272,719 shares of our common stock, par value $0.0001 per share, at a purchase price of $1.03 per
share and warrants to purchase up to 2,272,719 shares of Common Stock at an exercise price of $1.50 per share and warrants to purchase
up to 2,272,719 shares of Common Stock at an exercise price of $2.00 per share (collectively, the "Warrants"). We received
gross proceeds of approximately $2.3 million before deducting related offering expenses.

 On
April 5, 2024, we entered into an Asset Purchase and Strategic Collaboration Agreement (the "Purchase Agreement") with Griffin
Fund 3 BIDCO, Inc., ("Germfree"), for the sale by us of five OMPULs to Germfree, which will be incorporated into Germfree's
lease fleet and leased back to us or third-party lessees designated by Orgenesis. Pursuant to the Purchase Agreement, and upon the terms
and subject to the conditions set forth therein, in consideration for the purchase of the OMPULs, the Orgenesis Quality Management Systems
Framework ("OQMSF") and related intellectual property rights, Germfree will pay us an aggregate purchase price of $8,340
subject to any final adjustment through the verification mechanism as set forth in the Purchase Agreement.

to the Agreement, Germfree paid us $750 on February 27, 2024 and $5,538 during April 2024.

 Off-Balance
Sheet Arrangements

 We
have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that
is material to stockholders.

 Critical
Accounting Policies and Estimates

 Our
significant accounting policies are more fully described in the notes to our financial statements included in this Annual Report on Form
10-K for the year ended December 31, 2023. We believe that the accounting policies below are critical for one to fully understand and
evaluate our financial condition and results of operations.

 Income
Taxes

 Deferred
income tax assets and liabilities are computed for differences between the financial statement and tax basis of assets and liabilities
that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which
the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets
to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during
the period in deferred tax assets and liabilities.

 In
addition, our management performs an evaluation of all uncertain income tax positions taken or expected to be taken in the course of
preparing our income tax returns to determine whether the income tax positions meet a "more likely than not" standard of
being sustained under examination by the applicable taxing authorities. This evaluation is required to be performed for all open tax
years, as defined by the various statutes of limitations, for federal and state purposes.

from Contracts with Customers

 Our
agreements are primarily service contracts that range in duration. We recognize revenue when control of these services is transferred
to the customer for an amount, referred to as the transaction price, which reflects the consideration to which we are expected to be
entitled in exchange for those goods or services.

 A
contract with a customer exists only when:

 the
 parties to the contract have approved it and are committed to perform their respective obligations;

 we
 can identify each party's rights regarding the distinct goods or services to be transferred
 ("performance obligations");

 we
 can determine the transaction price for the goods or services to be transferred; and

 the
 contract has commercial substance, and it is probable that we will collect the consideration
 to which it will be entitled in exchange for the goods or services that will be transferred
 to the customer.

 Nature
of Revenue Streams

 We
have three main revenue streams, which are POCare development services, cell process development services, including hospital supplies,
and POCare cell processing.

Development Services

recognized under contracts for POCare development services may, in some contracts, represent multiple performance obligations (where
promises to the customers are distinct) in circumstances in which the work packages are not interrelated
or the customer is able to complete the services performed.

 For
arrangements that include multiple performance obligations, the transaction price is allocated to the identified performance obligations
based on their relative standalone selling prices.

 We
recognize revenue when, or as, it satisfies a performance obligation. At contract inception, we determine whether the services are transferred
over time or at a point in time. Performance obligations that have no alternative use and that we have the right to payment for performance
completed to date, at all times during the contract term, are recognized over time. All other Performance obligations are recognized
as revenues by us at point of time (upon completion).

Judgement and Estimates

judgment is required to identifying the distinct performance
obligations and estimating the standalone selling price of each distinct performance obligation and identifying which performance obligations
create assets with alternative use to us, which results in revenue recognized upon completion, and which performance obligations are
transferred to the customer over time.

 Cell
Process Development Services

recognized under contracts for cell process development services may, in some contracts, represent multiple performance obligations (where
promises to the customers are distinct) in circumstances in which the work packages and milestones
are not interrelated or the customer is able to complete the services performed independently or by using our competitors. In other contracts
when the above circumstances are not met, the promises are not considered distinct, and the contract represents one performance obligation.
 All performance obligations are satisfied over time, as there is no alternative use to the services it performs, since, in nature,
those services are unique to the customer, which retain the ownership of the intellectual property created through the process.

 For
arrangements that include multiple performance obligations, the transaction price is allocated to the identified performance obligations
based on their relative standalone selling prices. For these contracts, the standalone selling prices are based on our normal pricing
practices when sold separately with consideration of market conditions and other factors, including customer demographics and geographic
location.

 We
measure the revenue to be recognized over time on a contract-by-contract basis, determining the use of either
a cost-based input method or output method, depending on whichever best depicts the transfer of control over the life of the performance
obligation.

 Included
in Cell Process Development Services is hospital supplies revenue which is derived principally from the sale or lease of products and
the performance of services to hospitals or other medical providers. Revenue is earned and recognized when product and services are received
by the customer.

from POCare Cell processing

from POCare Cell processing represent performance obligations
which are recognized either over, or at a point of time. The progress towards completion will continue to be measured on an output measure
based on direct measurement of the value transferred to the customer (units produced).

 Concentration
of Credit Risk

instruments that potentially subject us to concentration of credit risk consist of principally cash and cash equivalents, bank deposits
and certain receivables. We held these instruments with highly rated financial institutions, and we have not experienced any significant
credit losses in these accounts and does not believe the we are exposed to any significant credit risk on these instruments, except for
accounts receivable. We perform ongoing credit evaluations of its customers for the purpose of determining the appropriate allowance
for doubtful accounts.

 Our
accounts receivable accounting policy until December 31, 2022, prior to the adoption of the new Current Expected Credit Losses
("CECL") standard, created bad debts when objective evidence existed of inability to collect all sums owed it under the original
terms of the debit balances. Material customer difficulties, the probability of their going bankrupt or undergoing economic reorganization
and insolvency, material delays in payments and other objective considerations by management that indicate expected risk of payment were
all considered indicative of reduced debtor balance value. Effective January 1, 2023, we adopted the new CECL standard.

 We maintain the allowance
for estimated losses resulting from the inability of our customers to make required payments. We consider historical collection experience
for each of its customers and when revenue and accounts receivable are recorded. We also recognize estimated expected credit losses over
the life of the accounts receivables. The estimate of expected credit losses considers not only historical information, but also current
and future economic conditions and events.

 ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 Not
applicable.

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 The
information called for by Item 8 is included following the "Index to Financial Statements" on page F-1 contained in this
Annual Report on Form 10-K.

 ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 None.

 ITEM
9A. CONTROLS AND PROCEDURES

 Evaluation
of Disclosure Controls and Procedures

 Securities Exchange Act of 1934, as amended (the "Exchange Act"))
that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated
to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions
regarding required disclosures. In designing disclosure controls and procedures, our management necessarily was required to apply its
judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls
and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that
any design will succeed in achieving its stated goals under all potential future conditions. Any controls and procedures, no matter how
well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives.

 Our management, with the participation of our principal executive officer
and principal financial officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures
as of the end of the period covered by this Annual Report. Based upon that evaluation and subject to the foregoing, our principal executive
officer and principal financial officer concluded that, as of the end of the period covered by this Annual Report, the design and operation
of our disclosure controls and procedures were not effective due to the material weakness in our internal control over financial reporting
described below.

 Management's
Report on Internal Control over Financial Reporting

 Our management, under
the supervision of the Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate
internal control over financial reporting for our company. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f)
promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive and principal financial
officers and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies
and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions
and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of our company are
being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention
or timely detection of unauthorized acquisition, use, or disposition of our company's
assets that could have a material effect on the financial statements.

 Our management, with the participation of our Chief Executive
Officer and Chief Financial Officer, evaluated the effectiveness of our internal control over financial reporting as of December
31, 2023. In making this evaluation, our management used the criteria set forth in the Internal Control — Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission.

 Management
has determined that we had the following material weakness in our internal control over financial reporting as of December 31, 2023:

 We
did not perform appropriate analyses related to our internal control over financial reporting in the accounting for whether it is
probable we will collect substantially all the consideration to which we are entitled for revenue services provided, as well as our
estimated credit losses during 2023. As a result, we identified a deficiency in the operating effectiveness of our internal
control over financial reporting related to our accounting for revenues, credit losses and the related impacts related to that,
which resulted in the restatement of our unaudited condensed consolidated financial statements for the three months ended March 31,
2023, the three and six months ended June 30, 2023 and the three and nine months ended September 30, 2023.

 As of December 31, 2023,
such weakness has not been remediated. Management's
plans for remediation, which will occur during 2024, include a thorough credit assessment of all new customers, analysis of payment history
for existing customers as well as an analysis on expected credit losses by customer.

 This Annual Report on Form 10-K does not include an attestation report
of our registered public accounting firm on internal control over financial reporting because we are a smaller reporting company and non-accelerated
filer.

in Internal Control Over Financial Reporting

 Except as described above, there
were no changes in our internal control over financial reporting that occurred during the fourth quarter of the year ended December 31,
2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 ITEM
9B. OTHER INFORMATION

 None.

 ITEM
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 None.

 PART
III

 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 The
following table sets forth certain information regarding our each of our current Directors and Executive Officers as of April 15, 2024.

 Name

 Age

 Position

 Vered

 Chief
 Executive Officer and Chairperson of the Board of Directors

 Victor
 Miller

 Chief
 Financial Officer, Secretary and Treasurer

 David
 Sidransky (1) (2) (4)

 Guy
 Yachin (1) (2) (3) (4)

 Yaron
 Adler (2) (3)

 Ashish
 Nanda (3)

 Mario
Philips (1)

 (1)

 A
 member on the audit committee.

 (2)

 A
 member on the compensation committee.

 (3)

 A
 member on the nominating and corporate governance committee.

 (4)

 A
 member of the research and development committee.

 Our
Executive Officers

 Vered
Caplan – Chief Executive Officer and Chairperson of the Board of Directors

 Ms.
Caplan has served as our CEO and Chairperson of the Board of Directors since August 14, 2014, prior to which she served as Interim President
and CEO commencing on December 23, 2013. She joined our Board of Directors in February 2012. She has 26 years
of industry experience, previously holding positions as CEO of Kamedis Ltd. from 2009 to
2014, CEO of Gamma Can International Inc. from 2004 to 2007. She also served as a director of the following companies: Opticul
Ltd., Inmotion Ltd., Nehora Photonics Ltd., Ocure Ltd., Eve Medical Ltd., and Biotech Investment Corp. Ms. Caplan holds a M.Sc. in biomedical
engineering from Tel Aviv University specializing in signal processing; management for engineers from Tel Aviv University specializing
in business development; and a B.Sc. in mechanical engineering from the Technion– Israel Institute of Technology specialized in
software and cad systems.

 Victor
Miller – Chief Financial Officer, Secretary and Treasurer

 On
December 28, 2023, we appointed Victor Miller as our Chief Financial Officer, Secretary and Treasurer effective January 2, 2024. Mr.
Miller previously served as Chief Financial Officer and Secretary at Hycor Biomedical LLC. ("HYCOR"), an in vitro allergy
diagnostic company, from 2014 to May 2023. Mr. Miller has over 30 years of healthcare and finance industry experience, including 14 years
leading finance functions at early-stage life science companies. From 2009 to 2014, prior to joining HYCOR, Mr. Miller led the Finance
function at Neos Therapeutics, an early-stage specialty pharmaceutical company. From 2000 to 2009, Mr. Miller developed broad healthcare
functional experience with roles in Corporate Development, Business Development, Marketing and Strategy while working for Baxter Healthcare
and Giles & Associates. From 1996 to 2000, Mr. Miller gained significant transaction experience as an investment banker in London
for Bankers Trust and Merrill Lynch. Mr. Miller holds a Bachelor of Science in Economics from The Wharton School, University of Pennsylvania
and is a Chartered Financial Analyst.

Our Directors

 Dr.
David Sidransky – Director

 Dr.
Sidransky has served as a director since his appointment on July 18, 2013. Dr. Sidransky is a renowned oncologist and research scientist
named and profiled by TIME magazine in 2001 as one of the top physicians and scientists in America, recognized for his work with early
detection of cancer. Since 1994, Dr. Sidransky has been the Director of the Head and Neck Cancer Research Division at Johns Hopkins University
School of Medicine's Department of Otolaryngology and Professor of Oncology, Cellular & Molecular Medicine, Urology, Genetics,
and Pathology at the John Hopkins University School of Medicine. Dr. Sidransky is one of the most highly cited researchers in clinical
and medical journals in the world in the field of oncology during the past decade, with over 600 peer reviewed publications. Dr. Sidransky
is a founder of a number of biotechnology companies and holds numerous biotechnology patents. Dr. Sidransky has served as Vice Chairman
of the board of directors, and was, until the merger with Eli Lilly, a director of ImClone Systems, Inc., a global biopharmaceutical
company committed to advancing oncology care. He is currently on the board of Directors of Ascentage Pharma, Galmed and Champions Oncology.
and chairs the board of directors of Advaxis and Ayala. Dr. Sidransky served as Director from 2005 until 2008 of the American Association
for Cancer Research (AACR). He was the chairperson of AACR International Conferences during the years 2006 and 2007 on Molecular Diagnostics
in Cancer Therapeutic Development: Maximizing Opportunities for Personalized Treatment. Dr. Sidransky is the recipient of a number of
awards and honors, including the 1997 Sarstedt International Prize from the German Society of Clinical Chemistry, the 1998 Alton Ochsner
Award Relating Smoking and Health by the American College of Chest Physicians, and the 2004 Richard and Hinda Rosenthal Award from the
American Association of Cancer Research. Dr. Sidransky received his BS in Chemistry from Brandies University and his medical degree from
Baylor College of medicine where he also completed his residency in internal medicine. His specialty in Medical Oncology was completed
at Johns Hopkins University and Hospital.

 We
believe Dr. Sidransky is qualified to serve on our Board of Directors because of his education, medical background, experience within
the life science industry and his business acumen in the public markets.

 Guy
Yachin – Director

 Mr.
Yachin has served as a director since his appointment on April 2, 2012. Mr. Yachin serves, since November 2020, as the executive chairman
of Xerient Pharma which develops a drug for the treatment of abdominal cancers. He served as the President and CEO of Serpin Pharma,
a clinical stage Virginia-based company focused on the development of anti-inflammatory drugs, from April 2013 until October 2020. Prior
to that, Mr. Yachin was the CEO of NasVax Ltd., a company focused on the development of improved immunotherapeutics and vaccines. Prior
to joining NasVax, Mr. Yachin served as CEO of MultiGene Vascular Systems Ltd (a.k.a. Vessl), a cell therapy company focused on blood
vessels disorders, leading the company through clinical studies in the U.S. and Israel, financial rounds, and a keystone strategic agreement
with Teva Pharmaceuticals Industries Ltd. He was CEO and founder of Chiasma Inc., a biotechnology company focused on the oral delivery
of macromolecule drugs, where he built the company's presence in Israel and the U.S., concluded numerous financial rounds, and
guided the company's strategy and operation for over six years. Earlier, he was CEO of Naiot Technological Center Ltd., and provided
seed funding and guidance to more than a dozen biomedical startups such as Remon Medical Technologies Ltd., Enzymotec Ltd. and NanoPass
Technologies Ltd. He holds a BSc. in Industrial Engineering and Management and an MBA from the Technion – Israel Institute of Technology.

 We
believe Mr. Yachin is qualified to serve on our Board of Directors because of his education, experience within the life science industry
and his business acumen in the public markets.

 Yaron
Adler – Director

 Mr.
Adler has served as a director since his appointment on April 17, 2012. Mr. Adler is the co-founder of a startup incubator, We Group
Ltd. In 1999, Mr. Adler co-founded IncrediMail Ltd. and served as its CEO until 2008 and President until 2009. After IncrediMail, Mr.
Adler consulted Israeli startup companies regarding Internet products, services and technologies. Mr. Adler served as a product manager
from 1997 to 1999, and as a software engineer from 1994 to 1997, at Tecnomatix Technologies Ltd., a software company that develops and
markets production engineering solutions to complex automated manufacturing lines that fill the gap between product design and production,
and which was acquired by UGS Corp. in April 2005. In 1993, Mr. Adler held a software engineer position at Intel Israel Ltd. He has a
B.A. in computer sciences and economics from Tel Aviv University.

 We
believe Mr. Adler is qualified to serve on our Board of Directors because of his education, success with early-stage enterprises and
his business acumen in the public markets.

 Ashish
Nanda – Director

 Mr.
Nanda has served as a director since his appointment on February 22, 2017. Since 1998, Mr. Nanda has been the Managing Director of Innovations
Group, one of the largest outsourcing companies in the financial sector that employs close to 14,000 people working across various financial
sectors. Since 1992, Mr. Nanda has served as the Managing Partner of Capstone Insurance Brokers LLC and, since 2009, has served as Managing
Partner of Dive Tech Marine Engineering Services L.L.C. From 1991 to 1994, Mr. Nanda held the position of Asst. Manager Corporate Banking
at Emirates Banking Group where he was involved in establishing relationships with business houses owned by UAE nationals and expatriates
in order to set up banking limits and also where he managed portfolios of USD $26 billion. Mr. Nanda holds a Chartered Accountancy from
the Institute of Chartered Accountants from India.

 We
believe that Mr. Nanda is qualified to serve on our Board of Directors because of his business experience and strategic understanding
of advancing the valuation of companies in emerging industries.

to an agreement entered into between us and Image Securities fzc. ("Image"), for so
long as Image's ownership of our company is 10% or greater, it was granted the right to nominate a director to our Board
of Directors. Mr. Nanda was nominated for a directorship at the 2017 annual meeting in compliance with our contractual undertakings.
Although Image is no longer a beneficial owner of 10% or greater of our common stock, Mr. Nanda remains as a member of our Board of Directors.

 Mario
Philips – Director

 Mr.
Philips has served as a director since his appointment on January 9, 2020. Since November 2020, Mr. Philips has been Chief Executive
Officer of Polyplus, a leading Biotech supplier of transfection reagents for cell & gene therapy as well as the research life sciences
market. He is also chairmen of the Board of PLL Therapeutics, a drug company based in France that has developed a diagnostic platform
technology for neurodegenerative diseases in combination with a therapy to cure neurodegenerative diseases such as ALS and Parkinson's.

 Prior
to that, Mr. Philips acted as VP/GM for Danaher Pall Biotech business with full P&L responsibility for a $1.3 billion business unit.
Mr. Philips joined Pall in February 2014, as part of the Pall acquisition of ATMI Life Sciences, and was appointed to Vice President
and General Manager to lead the Single-Use Technologies BU. In this role he was responsible for leading and executing an aggressive investment
and growth strategy.

 Mr.
Philips joined ATMI in 1999 with ATMI's acquisition of MST Analytics, Inc., serving as European Sales Manager for ATMI Analytical
Systems. In 2004, he was appointed to General Manager of ATMI Packaging, a role he held through 2010 when he was promoted to the position
of Senior Vice President and General Manager, ATMI Life Sciences. In that role, he was responsible for developing and executing all business
strategies, including the introduction of new products and service solutions for the Life Sciences industry. Mr. Philips also held in
the past several board member positions in the life sciences industry with Clean Biologics, Austar Life Sciences (China), Disposable
Lab (France) and Artelis (Belgium).

 We
believe that Mr. Philips is qualified to serve on our Board of Directors because of his business experience and strategic understanding
of advancing the valuation of companies in emerging industries.

 There
are no family relationships between any of the above executive officers or directors or any other person nominated or chosen to become
an executive officer or a director.

 Board
of Directors

 Our
Board of Directors currently consists of six (6) members. All directors hold office until the next annual meeting of stockholders. At
each annual meeting of stockholders, the successors to directors whose terms then expire are elected to serve from the time of election
and qualification until the next annual meeting following election.

 Management
has been delegated the responsibility for meeting defined corporate objectives, implementing approved strategic and operating plans,
carrying on our business in the ordinary course, managing cash flow, evaluating new business opportunities, recruiting staff and complying
with applicable regulatory requirements. The Board of Directors exercises its supervision over management by reviewing and approving
long-term strategic, business and capital plans, material contracts and business transactions, and all debt and equity financing transactions
and stock issuances.

Independence

 Our
Board of Directors is comprised of a majority of independent directors. In determining director independence, we use the definition of
independence in Rule 5605(a)(2) of the listing standards of The Nasdaq Stock Market.

 The
Board has concluded that each of Dr. Sidransky, and Messrs. Yachin, Adler, Philips and Nanda is "independent" based on the
listing standards of the Nasdaq Stock Market, having concluded that any relationship between such director and our company, in its opinion,
does not interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

 Board
Committees

 Our
Board of Directors has established an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee,
with each comprised of independent directors in accordance with the rules of The Nasdaq Stock Market and applicable federal securities
laws and regulations. The members of the Audit Committee are Dr. Sidransky and Messrs. Yachin and Philips. The members of the Compensation
Committee are Dr. Sidransky and Messrs. Adler and Yachin. The members of the Nominating and Corporate Governance Committee are Messrs.
Nanda, Adler and Yachin. We have also established a Research and Development Committee. The members of the Research and Development Committee
are Mr. Yachin and Dr. Sidransky.

 Each
committee operates under a written charter that has been approved by our Board of Directors. Copies of our committee charters are available
on the investor relations section of our website, which is located at

 Audit
Committee

 The
Audit Committee (a) assists the Board of Directors in fulfilling its oversight of: (i) the quality and integrity of our financial statements
(ii) our compliance with legal and regulatory requirements relating to our financial statements and related disclosures (iii) the
qualifications and independence of our independent auditors and (iv) the performance of our independent auditors and (b)
prepares any reports that the rules of the SEC require be included in our proxy statement for our annual meeting.

 The
Audit Committee held 4 meetings in 2023. In addition, the Audit Committee reviewed and approved various corporate items by way of written
consent during the year 2023. The Board has determined that each member of the Audit Committee is an independent director in accordance
with the rules of The Nasdaq Stock Market and applicable federal securities laws and regulations. In addition, the Board has determined
that Dr. Sidransky is an "audit committee financial expert" within the meaning of Item 407(d)(5) of Regulation S-K and has
designated him to fill that role. See "Directors, Executive Officers and Corporate Governance – Directors" above for
descriptions of the relevant education and experience of each member of the Audit Committee.

 At
no time since the commencement of our most recently completed fiscal year was a recommendation of the Audit Committee to nominate or
compensate an external auditor not adopted by the Board of Directors.

 The
Audit Committee is responsible for the oversight of our financial reporting process on behalf of the Board of Directors and such other
matters as specified in the Audit Committee's charter or as directed by the Board of Directors. Our Audit Committee is directly
responsible for the appointment, compensation, retention and oversight of the work of any registered public accounting firm engaged by
us for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for us (or to nominate
the independent registered public accounting firm for stockholder approval), and each such registered public accounting firm must report
directly to the Audit Committee. Our Audit Committee must approve in advance all audit, review and attest services and all non-audit
services (including, in each case, the engagement and terms thereof) to be performed by our independent auditors, in accordance with
applicable laws, rules and regulations.

Committee

 The
Compensation Committee (i) assists the Board of Directors in discharging its responsibilities with respect to compensation of our executive
officers and directors, (ii) evaluates the performance of our executive officers, and (iii) administers our stock and incentive compensation
plans and recommends changes in such plans to the Board as needed.

 The
Compensation Committee held 4 meetings in 2023. In addition, the Compensation Committee reviewed and approved various corporate items
by way of written consent during the year ended December 31, 2023. The Board of Directors has determined that each member of the Compensation
Committee is an independent director in accordance with the rules of The Nasdaq Stock Market and applicable federal securities laws and
regulations.

 Nominating
and Corporate Governance Committee

 The
Nominating and Corporate Governance Committee assists the Board in (i) identifying qualified individuals to become directors, (ii) determining
the composition of the Board and its committees, (iii) developing succession plans for executive officers, (iv) monitoring a process
to assess Board effectiveness, and (v) developing and implementing our corporate governance procedures and policies.

 The
Nominating and Corporate Governance Committee held 2 meetings in 2023. In addition, the Nominating and Corporate Governance Committee
reviewed and approved various corporate items by way of written consent during the year ended December 31, 2023. The Board has determined
that each member of the Nominating and Corporate Governance Committee is an independent director in accordance with the rules of The
Nasdaq Stock Market and applicable federal securities laws and regulations.

 Research
and Development Committee

 The
Research and Development Committee assists the Board in fulfilling the Board's responsibilities to oversee our research and development
programs, and strategies.

 The
Research and Development Committee was established in January 2021. The Research and Development approved various corporate items by
way of written consent during the year ended December 31, 2023.

 DELINQUENT
SECTION 16(a) REPORTS

 Section
16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires our officers and directors and persons
who beneficially own more than ten percent (10%) of the Common Stock outstanding to file initial statements of beneficial ownership of
Common Stock (Form 3) and statements of changes in beneficial ownership of Common Stock (Forms 4 or 5) with the SEC. Officers, directors
and greater than 10% stockholders are required by SEC regulation to furnish us with copies of all such forms they file.

 Our
records reflect that all reports which were required to be filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, as
amended, were filed on a timely basis.

 CORPORATE
CODE OF CONDUCT AND ETHICS

 Our
Board of Directors has adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including
our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar
functions. Copies of our corporate code of conduct and ethics are available, without charge, upon request in writing to Orgenesis Inc.,
20271 Goldenrod Lane, Germantown, MD, 20876, Attn: Secretary and are posted on the investor relations section of our website, which is
located at www.orgenesis.com. The inclusion of our website address in this Annual Report on Form 10-K does not include or incorporate
by reference the information on our website into this Annual Report on Form 10-K. We also intend to disclose any amendments to the Corporate
Code of Conduct and Ethics, or any waivers of its requirements, on our website.

 ITEM
11. EXECUTIVE COMPENSATION

 The
following table shows the total compensation paid or accrued during the years ended December 31, 2023 and 2022. Our named executive officers
consist of (1) our Chief Executive Officer, (2) our former Chief Financial Officer and (3) our former Chief Development Officer. As of
December 31, 2023, there were no other executive officers who earned more than $100,000 during the year ended December 31, 2023 and were
serving as executive officers as of such date. The table includes two additional executive officers who would have been among the three
most highly compensated executive officers except for the fact that they were not serving as executive officers of the Company as of
the end of 2023.

 Summary
Compensation Table

 Name
 and
 Principal
 Position

 Year

 Salary
 ($)

 Bonus
 ($)

 Stock
 Awards
 ($)

 Option
 Awards
 ($)
 (1)

 Non-Equity
 Incentive
 Plan
 Compensa-
 tion
 ($)

 Non-qualified
 Deferred
 Earnings
 ($)

 All
 Other
 Compensa-
 tion
 ($)
 (2)

 Total
 ($)

 2023

 259,029

 -

 -

 -

 -

 -

 82,355

 341,384

 CEO

 2022

 243,868

 -

 -

 107,941

 -

 -

 92,100

 443,909

 Elliot Maltz

 Former CFO, Treasurer & Secretary (3)

 2023

 111,667

 -

 -

 81,883

 -

 -

 -

 193,550

 Efrat Assa-Kunik,

 2023

 129,633

 -

 -

 -

 -

 -

 18,690

 148,323

 Former Chief Development Officer (4)

 2022

 162,316

 -

 -

 19,048

 -

 -

 44,467

 225,831

 (1)

 In
 accordance with SEC rules, the amounts in this column reflect the fair value on the grant date of the option awards granted to the
 named executive, calculated in accordance with ASC Topic 718. Stock options were valued using the Black-Scholes model. The grant-date
 fair value does not necessarily reflect the value of shares which may be received in the future with respect to these awards. The
 grant-date fair value of the stock options in this column is a non-cash expense for us that reflects the fair value of the stock
 options on the grant date and therefore does not affect our cash balance. The fair value of the stock options will likely vary from
 the actual value the holder receives because the actual value depends on the number of options exercised and the market price of
 our Common Stock on the date of exercise. For a discussion of the assumptions made in the valuation of the stock options, see Note
 15 to this Annual Report on Form 10-K for the year ended December 31, 2023. No executive officers received options awards in the
 year ended December 31, 2023. See below for a summary of options awarded in previous years.

 (2)

 For
 2023 and 2022, represents the compensation as described under the caption "All Other Compensation" below.

 (3)

 Mr.
 Maltz resigned from his position at the Company effective December 31, 2023.

 (4)

 Ms.
 Assa Kunik resigned from her position at the Company effective August 8, 2023.

 All
Other Compensation

 The
following table provides information regarding each component of compensation for the years ended December 31, 2023 and 2022 included
in the All Other Compensation column in the Summary Compensation Table above. Represents amounts paid in New Israeli Shekels (NIS) or
Swiss Franks and converted at average exchange rates for the year.

 Name

 Year

 Automobile
 and Communication
 Related
 Expenses
 $

 Social
 Benefits
 $
 (1)

 Total
 $

 Vered

 2023

 2,627

 79,728

 82,355

 2022

 2,536

 89,564

 92,100

 Efrat Assa Kunik

 2023

 18,313

 18,690

 2022

 44,031

 44,467

 (1)

 These
 are comprised of contributions by us to savings, health, severance, pension, disability and insurance plans generally provided in
 Israel and Switzerland, including health, education, managerial insurance funds, and redeemed vacation pay. This amount represents
 Israeli and Swiss severance fund payments, managerial insurance funds, disability insurance, supplemental education fund contribution
 and social securities. See discussion below under "Narrative Disclosure to Summary Compensation Table – Vered Caplan."

 Outstanding
Equity Awards at December 31, 2023

 The
following table summarizes the outstanding equity awards held by each named executive officer of our company as of December 31, 2023.

 Name

 Grant Date

 Number of Shares Underlying Unexercised Options (#) Exercisable

 Number of Shares Underlying Unexercised Options (#) Unexercisable

 Option Exercise Price ($)

 Option Expiration Date

 22-Aug-14 (1)

 230,189

 -

 0.0012

 22-Aug-24

 09-Dec-16 (1)

 166,667

 -

 4.80

 09-Dec-26

 06-Jun-17 (1)

 83,334

 -

 7.20

 06-Jun-27

 28-Jun-18 (1)

 250,001

 -

 8.36

 28-Jun-28

 22-Oct-18 (1)

 85,000

 -

 5.99

 22-Oct-28

 19-Mar-20 (1)

 85,000

 -

 2.99

 18-Mar-30

 14-Jun-22 (2)

 63,750

 21,250

 2.00

 13-Jun-32

 Elliot Maltz

 04-Sep-23

 25,000

 -

 2.00

 13-Jun-32

 Efrat Assa Kunik

 09-Dec-16 (1)

 16,667

 -

 4.8

 09-Dec-26

 22-Oct-18 (1)

 -

 5.99

 22-Oct-28

 19-Mar-20 (1)

 -

 2.99

 18-Mar-30

 14-Jun-22 (2)

 7,500

 -

 2.00

 13-Jun-32

 (1)

 The
options were fully vested as of December 31, 2023.

 (2)

 The
 options vest on a quarterly basis over a period of two years from the date of grant.

 Option
Exercises and Stock Vested in 2023

 The
following table shows information regarding exercises of options to purchase our common stock and vesting of stock awards held by each
executive officer named in the Summary Compensation Table during the year ended December 31, 2023.

 Option Awards

 Stock Awards

 Name

Shares
Acquired
on Exercise
(#)

 Value Realized
on Exercise
($) (1)

Shares
Acquired
on Vesting
(#)

 Value Realized
on Vesting
($)

 (a)

 (b)

 (c)

 (d)

 (e)

 -

 -

 -

 -

 (1)
Amounts shown in this column do not necessarily represent actual value realized from the sale of the shares acquired upon exercise
of options because in many cases the shares are not sold on exercise but continue to be held by the executive officer exercising the
option. The amounts shown represent the difference between the option exercise price and the
market price on the date of exercise, which is the amount that would have been realized if the shares had been sold immediately upon
exercise.

 Narrative
Disclosure to Summary Compensation Table and Employment Agreements

 Vered

 On
August 14, 2014, our Board of Directors confirmed that Ms. Vered Caplan, who had served as our President and Chief Executive Officer
on an interim basis since December 23, 2013, was appointed as our President and Chief Executive Officer.

 On
November 19, 2020, we and Ms. Caplan entered into an executive directorship agreement, effective as of October 1, 2020 (the "Executive
Directorship Agreement"), that superseded and replaced a previous employment agreement (the "Prior Agreement"). Pursuant
to the Executive Directorship Agreement, Ms. Caplan will continue to serve the Company as its Chairperson of the Board of Directors (the
"Board") and shall receive in consideration for her serving as Chairperson of the Board an annual regular Board fee in the
amount of $75,000 payable by the Company in equal quarterly installments in advance. In addition, Ms. Caplan may be eligible for non-recurring
special Board fees as reviewed and approved by the Compensation Committee of the Board (the "Compensation Committee") and
then reviewed and ratified by the Board. In addition, Ms. Caplan may be granted option awards from time to time at the discretion of
the Compensation Committee.

 Ms.
Caplan's position as Chairperson of the Board under the Executive Directorship Agreement may be terminated for any reason by either
Ms. Caplan or the Company upon 90 days prior written notice (the "Notice Period"), provided that the Company may terminate
such appointment as Chairperson at any time during the Notice Period subject to certain conditions. Such termination as Chairperson of
the Board will be deemed a termination even if Ms. Caplan remains as a regular director of the Board. Upon termination by the Company
of Ms. Caplan's employment other than for cause or by Ms. Caplan for any reason whatsoever, in addition to any Accrued Obligations
(as defined therein) she shall be entitled to receive a lump sum payment equal to the sum of (i) the annual regular Board fee (the "Board
Fee") and (ii) the greater of actual or target annual performance bonus to which she may have been entitled to as of the termination
date (in each case, less all customary and required taxes and related deductions).

 Ms.
Caplan's position under the Executive Directorship Agreement may be terminated in the event of a Change of Control (as defined
therein) by the Company other than for cause or by Ms. Caplan for any reason whatsoever. In the event of a Change of Control and if,
within one year following such Change of Control, employment under the Executive Directorship Agreement is terminated by the Company
other than for cause or by Ms. Caplan for any reason whatsoever, in addition to any Accrued Obligations, she shall be entitled to receive
a lump sum payment equal to one and a half times the sum of (i) the Board Fee and (ii) the target annual performance remuneration to
which she may have been entitled as of the termination date (in each case, less all customary and required taxes and related deductions).

 In
addition, on November 19, 2020, Orgenesis Services S rl, a Swiss corporation and wholly-owned, direct subsidiary of the Company
("Orgenesis Services"), and Ms. Caplan entered into a personal employment agreement (the "Swiss Employment Agreement"
and together with the Executive Directorship Agreement, the "Agreements"), pursuant to which Ms. Caplan will serve as Chief
Executive Officer, President and Chairperson of the Board of Directors of Orgenesis Services and will be a material provider of services
to the Company pursuant to a services agreement between the Company and Orgenesis Services. The Swiss Employment Agreement provides that
Ms. Caplan is entitled to a monthly base salary of CHF 13,345.05 (equivalent to $14,583 based on the current exchange rate at signing),
and an annual representation fee of CHF 24,000 (equivalent to $26,226 based on the current exchange rate at signing), payable in monthly
installments of CHF 2,000. Ms. Caplan is eligible to receive a bonus at the absolute discretion of Orgenesis Services and its compensation
committee. Ms. Caplan may also be granted option awards from time to time, as per the recommendation of the compensation committee of
Orgenesis Services as reviewed and approved by the Compensation Committee. Under the Swiss Employment Agreement, Ms. Caplan is entitled
to be paid annual vacation days, monthly travel allowance, sick leave, expenses reimbursement and a mobile phone. The Swiss Employment
Agreement had an effective date as of October 1, 2020.

 Employment
under the Swiss Employment Agreement may be terminated for any reason by Ms. Caplan or by Orgenesis Services other than for just cause
(as defined therein) upon six months prior written notice or by Orgenesis Services other than for just cause in the event of a Change
of Control (as defined therein) of the Company upon at least 12 months prior written notice. Upon termination by Orgenesis Services of
Ms. Caplan's employment without just cause or by Ms. Caplan for any reason whatsoever, in addition to any Accrued Obligations (as
defined therein), she shall be entitled to receive a lump sum payment equal to the sum of (i) her Base Salary (as defined therein) at
the rate in effect as of the termination date and (ii) the greater of actual or target annual performance bonus to which she may have
been entitled to for the year in which employment terminates (in each case, less all customary and required taxes and employment-related
deductions). In the event of a Change of Control and if, within one year following such Change of Control, employment is terminated by
Orgenesis Services other than for cause or by Ms. Caplan for any reason whatsoever, in addition to any Accrued Obligations she shall
be entitled to receive a lump sum payment equal to one and a half times the sum of (i) her Base Salary and (ii) the target annual performance
bonus to which she may have been entitled to for the year in which employment terminates (in each case, less all customary and required
taxes and employment-related deductions).

 The
Swiss Employment Agreement provides for customary protections of Orgenesis' confidential information and intellectual property.

 Ms.
Caplan received an aggregate salary and board fee of $259,029 during 2023. As of December 31, 2023, the $150,000 chairperson fee for
2022 and 2023 was unpaid, but accrued, per agreement by Ms. Caplan. In addition, in 2022 Ms. Caplan was awarded options to purchase 85,000
shares of common stock.

 Ms.
Caplan received reimbursement for automobile and communication related expenses in the amount of $2,627 in 2023 and $2,536 in 2022. In
addition, the Company contributed to savings, health, severance, pension, disability and insurance plans generally provided in Switzerland,
including health, education, managerial insurance funds, and redeemed vacation pay in an amount equivalent to $79,728 in 2023 and $89,564
in 2022. These amounts represent Swiss severance fund payments, managerial insurance funds, disability insurance, supplemental education
fund contribution and social securities.

 Elliot
Maltz, former CFO, Secretary and Treasurer

 Mr.
Maltz was appointed Chief Financial Officer, Treasurer and Secretary on September 1, 2023. Pursuant to Mr. Maltz's personal employment
agreement (the "Employment Agreement") with the Company he is entitled to receive an annual base salary of $335,000 and an
annual cash bonus of up to 40% of his then-current base salary (the "Annual Performance Bonus"). The Annual Performance Bonus,
if any, will be based upon the achievement of certain corporate and individual performance objectives. Additionally, pursuant to the
Employment Agreement Mr. Maltz was granted 200,000 stock options (the "Stock Award"). The Stock Award will vest quarterly
from the grant date over four years subject to Mr. Maltz's continued employment through each such vesting date. Mr. Maltz resigned
his position at the Company effective December 31, 2023. Mr. Maltz base salary of $111,667 earned during 2023 was paid to him as per
his employment and we have no further obligations due to him.

 Efrat
Assa-Kunik

 Ms.
Assa-Kunik was appointed Chief Development Officer in December 2021. According to the terms of Ms. Assa-Kunik's Employment Agreement,
Ms. Assa Kunik is entitled to a monthly salary of 45 thousand New Israeli Shekels, customary contributions to a pension and training
fund, participation in cellphone expenses, and annual leave of 24 days. In 2022, Ms. Assa-Kunik was awarded options to purchase 15,000
shares of common stock. Ms. Assa Kunik resigned her position at the Company effective August 2023.

 Ms.
Assa-Kunik received an aggregate salary of $126,933 during 2023 and $162,316 in 2022. In addition, in 2022 Ms. Assa-Kunik was awarded
options to purchase 15,000 shares of common stock.

 Ms.
Assa-Kunik received reimbursement for automobile and communication related expenses in the amount of $377 in 2023 and $436 in 2022. In
addition, the Company contributed to savings, health, severance, pension, disability and insurance plans generally provided in Israel,
including health, education, managerial insurance funds, and redeemed vacation pay in an amount equivalent to $18,313 in 2023 and $44,031
in 2022. These amounts represent Israeli severance fund payments, managerial insurance funds, disability insurance, supplemental education
fund contribution and social securities.

 Potential
Payments upon Change of Control or Termination following a Change of Control

 Our
employment agreements with our named executive officers provide incremental compensation in the event of termination, as described above.

 Due
to the factors that may affect the amount of any benefits provided upon the events described below, any actual amounts paid or payable
may be different than those shown in this table. Factors that could affect these amounts include the basis for the termination, the date
the termination event occurs, the base salary of an executive on the date of termination of employment and the price of our common stock
when the termination event occurs.

 The
following table sets forth the compensation that would have been received by each of our executive officers had they been terminated
as of December 31, 2023.

 Name

 Salary

 Continuation

 Vered

 $

 *

 (*)
Termination by Company without cause: $250,000

 Termination
without cause following a change in control: $375,000

 The
following table sets forth for each non-employee director that served as a director during the year ended December 31, 2023:

 Year
Ended December 31, 2023

 Name

 Fees
 Earned
 or
 Paid
 in
 Cash
 ($)

 Stock
 Awards
 ($)

 Option
 Awards
 ($)
 (1)

 Non-equity
 Incentive
 Plan
 ($)

 Nonqualified
 Deferred
 Earnings
 ($)

 All
 Other
 ($)

 Total
 ($)

 Guy Yachin

 100,000

 -

 6,067
 (2)

 -

 -

 -

 106,067

 Yaron Adler

 60,000

 -

 4,643
 (3)

 -

 -

 -

 64,643

 Dr. David Sidransky

 105,000

 -

 6,330
 (4)

 -

 -

 -

 111,330

 Ashish Nanda

 65,000

 -

 4,907
 (5)

 -

 -

 -

 69,907

 Mario Philips

 50,000

 -

 4,256
 (6)

 -

 -

 -

 54,256

 (1)

 In accordance with SEC
 rules, the amounts in this column reflect the fair value on the grant date of the option awards granted to the named executive, calculated
 in accordance with ASC Topic 718. Stock options were valued using the Black-Scholes model. The grant-date fair
 value does not necessarily reflect the value of shares which may be received in the future with respect to these awards. The
 grant-date fair value of the stock options in this column is a non-cash expense for us that reflects the fair value of the stock
 options on the grant date and therefore does not affect our cash balance. The fair value of the stock options will likely
 vary from the actual value the holder receives because the actual value depends on the number of options exercised and the market
 price of our common stock on the date of exercise. For a discussion of the assumptions made in the valuation of the stock
 options, see Note 15 (Stock Based Compensation) to our financial statements, which are included in this Annual Report on Form 10-K.

 (2)

 In respect of 19,600 options

 (3)

 In respect of 15,000 options

 (4)

 In respect of 20,450 options

 (5)

 In respect of 15,850 options

 (6)

 In respect of 13,750 options

 All
directors receive reimbursement for reasonable out of pocket expenses in attending Board of Directors meetings and for participating
in our business.

Policy for Non-Employee Directors.

 In
January 2021, the Board of Directors adopted an updated compensation policy for non-employee directors which replaced the previous non-employee
director compensation terms, and which became effective January 2021. Under the policy, each director is to receive an annual cash compensation
of $40,000 and the Chairman or lead director is paid an additional $20,000 per annum. Each committee member will be paid an additional
$10,000 per annum and the committee chairman of the Audit and Research and Development committees is to receive $20,000 per annum while
the chairman of the other committees is to receive $15,000 per annum. Cash compensation will be made on a quarterly basis.

 All
newly appointed directors also receive options to purchase up to 6,250 shares of our common stock. All directors are entitled to an annual
bonus of options for 12,500 shares and each committee member is entitled to a further option to purchase up to 1,250 shares of common
stock and each committee chairperson to options for an additional 2,100 shares of common stock. In addition, the Chairman and Vice Chairman
shall be granted an option to purchase 4,200 shares of our common stock. In all cases, the options are granted at a per share exercise
price equal to the closing price of our publicly traded stock on the date of grant and the vesting schedule is determined by the compensation
committee at the time of grant.

Committee Interlocks and Insider Participation

 None
of our executive officers has served as a member of the Board of Directors, or as a member of the compensation or similar committee,
of any entity that has one or more executive officers who served on our Board of Directors or Compensation Committee during the year
ended December 31, 2023.

 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 The
following table sets forth certain information with respect to the beneficial ownership of our common stock as of April 15, 2024 for
(a) the named executive officers, (b) each of our directors, (c) all of our current directors and executive officers as a group and (d)
each stockholder known by us to own beneficially more than 5% of our common stock. Beneficial ownership is determined in accordance with
the rules of the SEC and includes voting or investment power with respect to the securities. We deem shares of common stock that may
be acquired by an individual or group within 60 days of April 15, 2024 pursuant to the exercise of options or warrants to be outstanding
for the purpose of computing the percentage ownership of such individual or group but are not deemed to be outstanding for the purpose
of computing the percentage ownership of any other person shown in the table. Except as indicated in footnotes to this table, we believe
that the stockholders named in this table have sole voting and investment power with respect to all shares of common stock shown to be
beneficially owned by them based on information provided to us by these stockholders. Percentage of ownership is based on 34,338,782
shares of common stock outstanding on April 15, 2024.

 Security
Ownership of Greater than 5% Beneficial Owners

 Name and Address of
 Beneficial Owner

 Amount and Nature of
 Beneficial Ownership (1)

 Percent (1)

 Jacob Safier
c/o The Wolfson Group, One State
Street Plaza, 29th Floor
 New York, NY 10004

 4,988,000
 (2)

 14.53
 %

 Yehuda Nir

 11,297,179
 (3)

 24.75
 %

 Security
Ownership of Directors and Executive Officers

 Name and Address of
 Beneficial
 Owner

 Amount and Nature of
 Beneficial
 Ownership (1)

 Percent (1)

 1,252,757
 (4)

 3.55
 %

 Elliot Maltz

 25,000
 (5)

 <1%

 Efrat Assa Kunik

 54,167
 (7)

 <1%

 Guy Yachin

 150,867
 (8)

 <1%

 Dr. David Sidransky

 153,467
 (9)

 <1%

 Yaron Adler

 203,721
 (10)

 <1%

 Ashish Nanda

 98,400
 (11)

 <1%

 Mario Philips

 60,000
 (12)

 <1%

 Directors & Executive Officers as a Group (8 persons)

 1,998,379

 5.82
 %

 Notes:

 (1)

 Percentage
 of ownership is based on 34,338,782 shares of our common stock outstanding as of April 15, 2024. Except as otherwise
 indicated, we believe that the beneficial owners of the common stock listed above, based on information furnished by such owners,
 have sole investment and voting power with respect to such shares, subject to community property laws where applicable. Beneficial
 ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to
 securities. Shares of common stock subject to options, warrants or convertible debt currently exercisable, or convertible
 or exercisable or convertible within 60 days, are deemed outstanding for purposes of computing the percentage ownership of the person
 holding such options, warrants or convertible debt but are not deemed outstanding for purposes of computing the percentage ownership
 of any other person.

 (2)

 of 4,988,000 shares of common stock.

 (3)

 Consists of (i) 10,016 shares
 of common stock, (ii) 453,294 shares of common stock issuable upon exercise of outstanding warrants at a price of $6.24 per share,
 exercisable until, January 31, 2026, (iii) 277,778 shares of common stock issuable upon exercise of outstanding warrants at a price
 of $4.50 per share, exercisable until, January 31, 2026, (iv) 1,111,111 shares of common stock issuable upon exercise of outstanding
 warrants at a price of $2.50 per share, exercisable until, January 31, 2026, (v) 840,000 shares of common stock issuable upon exercise
 of outstanding warrants at a price of $0.85 per share, exercisable until, December 31, 2026, (vi) 218,750 shares of common
 stock issuable upon exercise of outstanding warrants at a price of $0.80 per share, exercisable until, October 4, 2024, (vii) 7,375,100
 shares of common stock issuable upon conversion of convertible debt at a conversion price of $2.50 per share, and (viii) 936,477
 shares of common stock issuable upon conversion of convertible debt at a conversion price of $0.85 per share.

 (4)

 of (i) 278,191 shares of common stock, (ii) 230,189 shares of common stock issuable upon exercise of outstanding options at a price
 of $0.0012 per share, (iii) 166,667 shares of common stock issuable upon exercise of outstanding options at a price of $4.80 per
 share, (iv) 83,334 shares of common stock issuable upon exercise of outstanding options at a price of $7.20 per share, (v) 250,001
 shares of common stock issuable upon exercise of outstanding options at a price of $8.36 per share, (vi) 85,000 shares of common
 stock issuable upon exercise of outstanding options at a price of $5.99 per share, (vii) 85,000 shares of common stock issuable upon
 exercise of outstanding options at a price of $2.99 per share, and (viii) 74,375 shares of common stock issuable upon exercise of
 outstanding options at a price of $2.00 per share. Does not include option for 10,625 shares of common stock with an exercise price
 of $2.00 per share that are exercisable quarterly after June 24, 2024.

 (5)

 of 25,000 shares of common stock issuable upon exercise of outstanding options at a price of $0.58 per share.

 (6)

 (6)

 of (i) 16,667 shares of common stock issuable upon exercise of outstanding options at a price of $4.80 per share, (ii) 15,000 shares
 of common stock issuable upon exercise of outstanding options at a price of $5.99 per share, (iii) 15,000 shares of common stock
 issuable upon exercise of outstanding options at a price of $2.99 per share, and (iv) 7,500 shares of common stock issuable upon
 exercise of outstanding options at a price of $2.00 per share.

 (7)

 of (i) 41,667 shares of common stock issuable upon exercise of outstanding options at a price of $4.80 per share, (ii) 28,750 shares
 of common stock issuable upon exercise of outstanding options at a price of $5.99 per share, (iii) 25,000 shares of common stock
 issuable upon exercise of outstanding options at a price of $2.99 per share, (iv) 16,250 shares of common stock issuable upon exercise
 of outstanding options at a price of $4.60 per share, (v) 19,600 shares of common stock issuable upon exercise of outstanding options
 at a price of $2.89 per share. and(v) 19,600 shares of common stock issuable upon exercise of outstanding options at a price of $1.86
 per share. Does not include option for 19,600 shares of common stock with an exercise price of $0.45 per share that are exercisable
 on December 13, 2024.

 (8)

 of (i) 41,667 shares of common stock issuable upon exercise of outstanding options at a price of $4.80 per share, (ii)29,200 shares
 of common stock issuable upon exercise of outstanding options at a price of $5.99 per share, (iii) 25,000 shares of common stock
 issuable upon exercise of outstanding options at a price of $2.99 per share, (iv) 16,700 shares of common stock issuable upon exercise
 of outstanding options at a price of $4.60 per share, (v) 20,450 shares of common stock issuable upon exercise of outstanding options
 at a price of $2.89 per share, and (vi) 20,450 shares of common stock issuable upon exercise of outstanding options at a price of
 $1.86 per share. Does not include option for 20,450 shares of common stock with an exercise price of $0.45 per share that are exercisable
 on December 13, 2024.

 (9)

 of (i) 63,304 shares of common stock, (ii) 41,667 shares of common stock issuable upon exercise of outstanding options at a price
 of $4.80 per share, (iii) 28,750 shares of common stock issuable upon exercise of outstanding options at a price of $5.99 per share,
 (iv) 25,000 shares of common stock issuable upon exercise of outstanding options at a price of $2.99 per share, (v) 15,000 shares
 of common stock issuable upon exercise of outstanding options at a price of $4.60 per share,(vi) 15,000 shares of common stock issuable
 upon exercise of outstanding options at a price of $2.89 per share, and (vi) 15,000 shares of common stock issuable upon exercise
 of outstanding options at a price of $1.86 per share. Does not include option for 15,000 shares of common stock with an exercise
 price of $0.45 per share that are exercisable on December 13, 2024.

 (10)

 of (i) 27,100 shares of common stock issuable upon exercise of outstanding options at a price of $5.99 per share, (ii) 25,000 shares
 of common stock issuable upon exercise of outstanding options at a price of $2.99 per share, (iii) 14,600 shares of common
 stock issuable upon exercise of outstanding options at a price of $4.60 per share, (iv) 15,850 shares of common stock
 issuable upon exercise of outstanding options at a price of $2.89 per share, and (iv) 15,850 shares of common stock issuable
 upon exercise of outstanding options at a price of $1.86 per share. Does not include option for 15,850 shares of common stock with
 an exercise price of $0.45 per share that are exercisable on December 13, 2024.

 (11)

 of (i) 6,250 shares of common stock issuable upon exercise of outstanding options at a price of $4.70 per share, (ii) 12,500 shares
 of common stock issuable upon exercise of outstanding options at a price of $2.99 per share, (iii) 13,750 shares of common stock
 issuable upon exercise of outstanding options at a price of $4.60 per share, (iv) 13,750 shares of common stock issuable upon exercise
 of outstanding options at a price of $2.89 per share, and (iv) 13,750 shares of common stock issuable upon exercise of outstanding
 options at a price of $1.86 per share. Does not include option for 13,750 shares of common stock with an exercise price of $0.45
 per share that are exercisable on December 13, 2024.

 Securities
Authorized for Issuance Under Existing Equity Compensation Plans

 The
following table summarizes certain information regarding our equity compensation plans as of December 31, 2023:

 Plan Category

 Number
of Securities
 to be Issued Upon
 Exercise of
 Outstanding Options

 Weighted-Average
 Exercise Price of
 Outstanding Options and RSUs

 Number of Securities
 Remaining Available for
 Future Issuance Under
 Equity Compensation
 Plans (Excluding
 Securities Reflected in
 Column (a))

 (a)

 (b)

 (c)

 Equity compensation plans approved by security holders (1)

 2,944,865

 3.66

 2,046,646

 Equity compensation plans not approved by security holders

 491,671

 4.80

 -

 Total

 3,436,536

 3.82

 2,046,646

 (1)

 Consists of the 2017 Equity
 Incentive Plan and the Global Share Incentive Plan (2012). For a short description of those plans, see Note 15 to our
 2022 Consolidated Financial Statements included in this Annual Report on Form 10-K for the year ended December 31, 2023.

 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 Transactions
with Related Persons

 Except
as set out below, as of December 31, 2023, there have been no transactions, or currently proposed transactions, in which we were or are
to be a participant and the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end
for the last two completed fiscal years, and in which any of the following persons had or will have a direct or indirect material interest:

 any
 director or executive officer of our company;

 any
 person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our outstanding
 shares of common stock;

 any
 promoters and control persons; and

 any
 member of the immediate family (including spouse, parents, children, siblings and in laws) of any of the foregoing persons.

to our Audit Committee charter adopted in March 2017, the Audit Committee is responsible for reviewing and approving, prior to our entry
into any such transaction, all transactions in which we are a participant and in which any parties related to us have or will have a
direct or indirect material interest.

 Named
Executive Officers and Current Directors

 For
information regarding compensation for our named executive officers and current directors, see "Executive Compensation."

Independence

 See
"Directors, Executive Officers and Corporate Governance – Director Independence" and "Directors, Executive Officers
and Corporate Governance – Board Committees" in Item 10 above.

 ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 Our
Board of Directors has appointed Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited ("PwC")
as our independent registered public accounting firm for the years ended December 31, 2023 and 2022. The following table sets forth the
fees billed to us for professional services rendered by PwC for the years ended December 31, 2023 and December 31, 2022:

 Services:

 2023

 2022

 Audit Fees (1)

 $
 225,000

 $
 288,705

 Audit-Related Fees (2)

 42,000

 6,405

 Total fees

 $
 267,000

 $
 295,110

 (1)

 Audit fees consisted of audit work performed in the
 preparation of financial statements, as well as work generally only the independent registered public accounting firm can reasonably
 be expected to provide, such as statutory audits.

 (2)

 Audit related fees consisted principally of audits
 of employee benefit plans and special procedures related to regulatory filings in 2023.

 Policy
on Audit Committee Pre-Approval of Audit and Permissible Non-audit Services of Independent Public Accountant

 Consistent
with SEC policies regarding auditor independence, the Audit Committee has responsibility for appointing, setting compensation and overseeing
the work of our independent registered public accounting firm. In recognition of this responsibility, the Audit Committee has established
a policy to pre-approve all audit and permissible non-audit services provided by our independent registered public accounting firm.

 Prior
to engagement of an independent registered public accounting firm for the next year's audit, management will submit an aggregate
of services expected to be rendered during that year for each of four categories of services to the Audit Committee for approval.

 1. Audit services
include audit work performed in the preparation of financial statements, as well as work that generally only an independent
registered public accounting firm can reasonably be expected to provide, including comfort letters, statutory audits, and attest
services and consultation regarding financial accounting and/or reporting standards.

 2. Audit-Related services
are for assurance and related services that are traditionally performed by an independent registered public accounting firm,
including due diligence related to mergers and acquisitions, employee benefit plan audits, and special procedures required to meet
certain regulatory requirements.

 3. Tax services
include all services performed by an independent registered public accounting firm's tax personnel except those services
specifically related to the audit of the financial statements, and includes fees in the areas of tax compliance, tax planning, and
tax advice.

 4. Other
Fees are those associated with services not captured in the other categories. We generally do not request such services from
our independent registered public accounting firm.

 Prior
to engagement, the Audit Committee pre-approves these services by category of service. The fees are budgeted, and the Audit Committee
requires our independent registered public accounting firm and management to report actual fees versus the budget periodically throughout
the year by category of service. During the year, circumstances may arise when it may become necessary to engage our independent registered
public accounting firm for additional services not contemplated in the original pre-approval. In those instances, the Audit Committee
requires specific pre-approval before engaging our independent registered public accounting firm.

 The
Audit Committee may delegate pre-approval authority to one or more of its members. The member to whom such authority is delegated must
report, for informational purposes only, any pre-approval decisions to the Audit Committee at its next scheduled meeting.

 PART
IV

 ITEM
15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

 (a)

 c.

 Statements

 Our
consolidated financial statements are set forth in Part II, Item 8 of this Annual Report on Form 10-K and are incorporated herein by
reference.

 d.

 Statement Schedules

 No
financial statement schedules have been filed as part of this Annual Report on Form 10-K because they are not applicable or are not required
or because the information is otherwise included herein.

 e.

 Exhibits
 required by Regulation S-K

 No.

 Description

 3.1

 Articles of Incorporation, as amended (incorporated by reference to an exhibit to our registration statement on Form S-8, filed on August 7, 2020)

 3.2

 Amended and Restated Bylaws of the Company, as amended dated December 14, 2022 (incorporated by reference to an exhibit to our current report on Form 8-K, filed on December 19, 2022)

 4.1

 Description of Securities (incorporated by reference to an exhibit to our annual report on Form 10-K filed on March 9, 2020)

 4.2

 Form of Warrant (incorporated by reference to an exhibit to our current report on Form 8-K, filed on January 22, 2020)

 4.3

 Form of Stock Option Agreement (incorporated by reference to an exhibit to our registration statement on Form S-8, filed on August 7, 2020)

 4.4

 Form of Warrant, dated as of September 13, 2021, issued in connection with Convertible Note Extension Agreements (incorporated by reference to an exhibit to our quarterly report on Form 10-Q, filed on November 4, 2021)

 4.5

 Form of Warrant, dated as of September 13, 2021, issued in connection with Convertible Note Extension Agreements (incorporated by reference to an exhibit to our quarterly report filed on Form 10-Q, filed November 4, 2021)

 4.6

 Form of Warrant (incorporated by reference to an exhibit to our current report on Form 8-K, filed on April 5, 2022)

 4.7

 Form of Warrant (incorporated by reference to an exhibit to our current report on Form 8-K, filed on April 25, 2022)

 4.8

 Form of Warrant (incorporated by reference to an exhibit to our current report on Form 8-K, filed on May 17, 2022)

 4.9

 Form of Warrant (incorporated by reference to an exhibit to our current report on Form 8-K, filed on May 23, 2022)

 4.10

 Form of Nir Additional Warrant, dated as of October 23, 2022 (incorporated by reference to an exhibit to our current report on Form 8-K, filed on October 27, 2022)

 4.11

 Form of Neumann Additional Warrant, dated as of October 23, 2022 (incorporated by reference to an exhibit to our current report on Form 8-K, filed on October 27, 2022)

 4.12

 Form of Warrant (incorporated by reference to an exhibit to our current report on Form 8-K, filed on January 13, 2023)

 4.13

 Form of Warrant (incorporated by reference to an exhibit to our current report on Form 8-K, filed on February 24, 2023)

 4.14

 Form of Warrant (incorporated by reference to an exhibit to our current report on Form 8-K, filed on November 8, 2023)

 10.1

 Financial Consulting Agreement, dated August 1, 2014, with Eventus Consulting, P.C. (incorporated by reference to an exhibit to our current report on Form 8-K, filed on August 5, 2014)

 10.2

 Personal Employment Agreement, dated August 1, 2014, by and between Orgenesis Inc. and Neil Reithinger (incorporated by reference to an exhibit to our current report on Form 8-K, filed on August 5, 2014)

 10.3

 2017 Equity Incentive Plan (incorporated by reference to an exhibit to our definitive proxy statement on Schedule 14A, filed on March 30, 2017)

 10.4

 Joint Venture Agreement between the Company and First Choice International Company, Inc. dated March 12, 2019 (incorporated by reference to an exhibit to our quarterly report on Form 10-Q, filed on May 8, 2019)

 10.6

 Executive Directorship Agreement between the Company and Vered Caplan dated November 19, 2020 (incorporated by reference to an exhibit to our annual report on Form 10-K filed on March 9, 2021)

 10.7

 Swiss Employment Agreement between the Company and Vered Caplan dated November 19, 2020 (incorporated by reference to an exhibit to our annual report on Form 10-K filed on March 9, 2021)

 10.8

 Convertible Loan Agreement, dated as of August 24, 2021, between the Company and Image Securities FCZ (incorporated by reference to an exhibit to our quarterly report on Form 10-Q, filed on November 4, 2021)

 10.9

 Convertible Credit Line and Unsecured Convertible Note Extension Agreement, dated as of September 13, 2021, between the Company and Yosef Dotan (incorporated by reference to an exhibit to our quarterly report on Form 10-Q, filed on November 4, 2021)

 10.10

 Convertible Credit Line Extension Agreement, dated as of September 13, 2021, between the Company and Aharon Lukach (incorporated by reference to an exhibit to our quarterly report on Form 10-Q, filed on November 4, 2021)

 10.11

 Unsecured Convertible Note Extension Agreement, dated as of September 13, 2021, between the Company and Yehuda Nir (incorporated by reference to an exhibit to our quarterly report on Form 10-Q, filed on November 4, 2021)

 10.12

 Employment Agreement, dated as of December 16, 2021, between the Company and Efrat Assa Kunik (incorporated by reference to an exhibit to our annual report on Form 10-K filed on March 30, 2022)

 10.13

 Securities Purchase Agreement, dated March 30, 2022, by and among the Company and certain investors (incorporated by reference to our current report on Form 8-K, filed on April 5, 2022)

 10.14

 Registration Rights Agreement, dated March 30, 2022, by and among the Company and certain investors (incorporated by reference to our current report on Form 8-K, filed on April 5, 2022)

 10.15

 Convertible Loan Agreement, dated April 21, 2022, by and among the Company and Yehuda Nir (incorporated by reference to our current report on Form 8-K, filed on April 25, 2022)

 10.16

 Amendment to Convertible Loan Agreement, dated May 16, 2022, by and among the Company and Yehuda Nir (incorporated by reference to our current report on Form 8-K, filed on May 16, 2022)

 10.17

 Convertible Loan Agreement, dated May 17, 2022, by and among the Company and Southern Israel Bridging Fund Two, LP (incorporated by reference to an exhibit to our current report on Form 8-K, filed on May 17, 2022)

 10.18

 Convertible Loan Agreement, dated May 19, 2022, by and among the Company and Ricky Neumann (incorporated by reference to an exhibit to our current report on Form 8-K, filed on May 23, 2022)

 10.19

 Convertible Note Extension Agreement, dated July 15, 2022, by and among the Company and J. Ezra Merkin (incorporated by reference to an exhibit to our current report on Form 8-K, filed on July 20, 2022)

 10.20

 Senior Secured Convertible Loan Agreement, dated August 15, 2022, by and among Octomera, Orgenesis, and the Lender (incorporated by reference to an exhibit to our current report on Form 8-K, filed on August 17, 2022)

 10.21

 Convertible Loan Extension Agreement, dated as of October 23, 2022, by and between the Company and Yehuda Nir (incorporated by reference to an exhibit to our current report on Form 8-K, filed on October 27, 2022)

 10.22

 Convertible Loan Extension Agreement, dated as of October 23, 2022, by and between the Company and Ricky Neumann (incorporated by reference to an exhibit to our current report on Form 8-K, filed on October 27, 2022)

 10.23

 Amendment, Consent and Waiver Agreement, dated as of October 23, 2022, by and between the Company and Ricky Neumann (incorporated by reference to an exhibit to our current report on Form 8-K, filed on October 27, 2022)

 10.24

 Unit Purchase Agreement dated as of November 4, 2022 by and among Orgenesis Inc., Octomera LLC and MM OS Holdings, L.P. (incorporated by reference to an exhibit to our current report on Form 8-K, filed on November 7, 2022)

 10.25

 Form of Second Amended and Restated Limited Liability Company Agreement of Octomera LLC (incorporated by reference to an exhibit to our current report on Form 8-K, filed on November 7, 2022)

 10.26

 Services Agreement, dated as of November 4, 2022, by and between Octomera LLC and Orgenesis Inc. (incorporated by reference to an exhibit to our current report on Form 8-K, filed on November 7, 2022)

 10.27

 Advisory Services and Monitoring Agreement dated as of November 4, 2022 by and between Octomera LLC and Metalmark Management II LLC. (incorporated by reference to an exhibit to our current report on Form 8-K, filed on November 7, 2022)

 10.28

 Global Share Incentive Plan (2012) (incorporated by reference to an exhibit to our current report on Form 8-K, filed on May 31, 2012)

 10.29

 Appendix – Israeli Taxpayers Global Share Incentive Plan (2012) (incorporated by reference to an exhibit to our current report on Form 8-K, filed on May 31, 2012)

 10.30

 Convertible Loan Agreement, dated January 10, 2023, by and among the Company and NewTech Investment Holdings, LLC (incorporated by reference to an exhibit to our current report on Form 8-K, filed on January 13, 2023)

 10.31

 Convertible Loan Agreement, dated January 10, 2023, by and among the Company and Ariel Malik (incorporated by reference to an exhibit to our current report on Form 8-K, filed on January 13, 2023)

 10.32

 Convertible Credit Line and Unsecured Convertible Note Extension #2 Agreement, dated as of January 12, 2023, by and between the Company and Yosef Dotan (incorporated by reference to an exhibit to our current report on Form 8-K, filed on January 18, 2023)

 10.33

 Convertible Credit Line Extension Agreement, dated as of January 12, 2023, by and between the Company and Aharon Lukach (incorporated by reference to an exhibit to our current report on Form 8-K, filed on January 18, 2023)

 10.34

 Convertible Loans and Unsecured Convertible Notes Extension #2 Agreement, dated as of January 12, 2023, by and between the Company and Yehuda Nir (incorporated by reference to an exhibit to our current report on Form 8-K, filed on January 18, 2023)

 10.35

 Securities Purchase Agreement between the Company and the investor named therein, dated February 23, 2023 (incorporated by reference to an exhibit to our current report on Form 8-K, filed on February 24, 2023)

 10.36

 Placement Agency Agreement between the Company and Joseph Gunnar & Co., LLC (incorporated by reference to an exhibit to our current report on Form 8-K, filed on February 24, 2023)

 10.37

 Convertible Loan Agreement, dated March 27, 2023, by and among the Borrower and Yehuda Nir (incorporated by reference to an exhibit to our current report on Form 8-K, filed on March 31, 2023)

 10.38

 Securities Purchase Agreement, dated August 31, 2023, by and among the Company and a certain investor (incorporated by reference to an exhibit to our current report on Form 8-K, filed on September 1, 2023)

 10.39

 Convertible Loan Agreement dated September 29, 2023, by and among the Borrower and Sai Traders (incorporated by reference to an exhibit to our current report on Form 8-K, filed on October 5, 2023)

 10.40

 Form of Securities Purchase Agreement, dated November 8, 2023, by and between Orgenesis Inc. and the Investor (incorporated by reference to an exhibit to our current report on Form 8-K, filed on November 8, 2023)

 21.1*

 List of Subsidiaries of Orgenesis Inc.

 23.1*

 Consent of independent registered public accounting firm

 31.1*

 Certification Statement of the Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002

 31.2*

 Certification Statement of the Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002

 32.1**

 Certification Statement of the Chief Executive Officer pursuant to Section 906 of the Sarbanes Oxley Act of 2002

 32.2**

 Certification Statement of the Chief Financial Officer pursuant to Section 906 of the Sarbanes Oxley Act of 2002

 101.INS

 101.SCH

 101.CAL

 Document

 101.DEF

 Inline

 101.LAB

 Inline

 101.PRE

 Inline

 Cover Page Interactive Data File (Embedded within the

 *Filed
herewith

 **Furnished
herewith

 ITEM
16. FORM 10-K SUMMARY

 Not
applicable.

 SIGNATURES

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

INC.

 By:

 /s/

 Vered

 Chief Executive Officer and Chairperson of the

 Board
of Directors (Principal Executive Officer)

 Date:

 April

 By:

 /s/
Victor Miller

 Victor
 Miller

 Chief
 Financial Officer, Treasurer and Secretary

 (Principal
 Financial and Accounting Officer)

 Date:

 April

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

 By:

 /s/

 Vered

 Chief
 Executive Officer and Chairperson of the Board of Directors (Principal Executive Officer)

 Date:

 April

 By:

 /s/
Victor Miller

 Victor
 Miller

 Chief
 Financial Officer, Treasurer and Secretary (Principal Financial and Accounting Officer)

 Date:

 April

 By:

 /s/
Guy Yachin

 Guy
 Yachin

 Date:

 April

 By:

 /s/
David Sidransky

 David
 Sidransky

 Date:

 April

 By:

 /s/
 Yaron Adler

 Yaron
 Adler

 Date:

 April

 By:

 / s/
Ashish Nanda

 Ashish
 Nanda

 Date:

 April

 By:

 / s/
Mario Philips

 Mario
 Philips

 Date:

 April

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INC.

FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023

 TABLE
OF CONTENTS

 Page

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB name: Kesselman & Kesselman C.P.A.s; PCAOB ID: 1309)

 FINANCIAL STATEMENTS:

 Consolidated Balance Sheets

 Consolidated Statements of Comprehensive Loss (Income)

 Consolidated Statements of Changes in Equity

 Consolidated Statements of Cash Flows

 Notes to Consolidated Financial Statements

 F- 1

 Report
of Independent Registered Public Accounting Firm

 To
the Board of Directors and shareholders of Orgenesis Inc.

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of Orgenesis Inc and its subsidiaries (the "Company") as of December
31, 2023 and 2022, and the related consolidated statements of comprehensive loss (income), changes in equity and cash flows for the years
then ended, including the related notes (collectively referred to as the "consolidated financial statements"). In our opinion,
the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December
31, 2023 and 2022, and the results of its operations and its cash flows for each of the years then ended in conformity with accounting
principles generally accepted in the United States of America.

in Accounting Principle

 As
discussed in note 2(x) to the consolidated financial statements, the Company changed the manner in which it accounts for credit losses.

 Substantial
Doubt about the Company's Ability to Continue as a Going Concern

 The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 1b to the consolidated financial statements, the Company has suffered recurring losses from operations and has incurred
cash outflows from operating activities that raise substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note 1b. The consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

 Basis
for Opinion

 These
consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion
on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require
that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material
misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial
reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.
Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that our audits provide a reasonable basis for our opinion.

 F- 2

 Critical
Audit Matters

 The
critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that
was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material
to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication
of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are
not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or
disclosures to which it relates.

recognition and accounts receivables – collectability criteria

 As
described in note 2 and 17 of the consolidated financial statements, total revenue recognized for the year ended December 31, 2023
was $530 thousand. The Company's account receivable balance as of December 31, 2023 was $88 thousand and the related credit
losses for the year then ended was $24,388 thousand. The Company recognizes revenue from services to its customers when control of
the services is transferred to the customer for an amount, referred to as the transaction price, which reflects the consideration to
which the Company is expected to be entitled in exchange for those goods or services. The Company applies the revenue guidance to
contracts when it is probable that the Company will collect substantially all of the consideration to which it is entitled to in
exchange for the goods and services it transfers to the customer. The Company considers historical collection experience for each of
its customers and when revenue and accounts receivable are recorded. The Company also recognizes estimated expected credit losses
over the life of the accounts receivables. The estimate of expected credit losses considers not only historical information, but
also current and future economic conditions and events.

 The
principal considerations for our determination that performing procedures relating to revenue recognition and accounts receivables –
collectability criteria are a critical audit matter are the high degree of auditor judgement and effort in performing procedures to evaluate
management's assumptions of the collectability criteria.

 Addressing
the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated
financial statements. These procedures included, among others, testing management's process for evaluating the collectability criteria,
and the relevance of historical billing and collection data as an input to the analysis as well as current and future economic conditions
and events; testing the accuracy of a sample of revenue transactions and a sample of cash collections from the historical billing data
and the historical collection which is used in management's analysis; and performing a retrospective comparison of actual cash collected
to the prior year estimate of net accounts receivable.

 Kesselman & Kesselman

 Certified Public Accountants (Isr.)

 A member of PricewaterhouseCoopers International Limited

 Haifa,
Israel

 April

 We
have served as the Company's auditor since 2012.

 Kesselman
& Kesselman, Building 25, MATAM, P.O BOX 15084 Haifa, 3190500, Israel,

Telephone: +972 -4- 8605000, Fax: +972 -4- 8605001, www.pwc.com/il

 F- 3

INC.

BALANCE SHEETS

 (U.S.
Dollars, in thousands, except share and per share amounts)

 2023

 2022

 2023

 2022

 Assets

 CURRENT ASSETS:

 Cash and cash equivalents

 $

 $
 5,311

 Restricted cash

 1,058

 Accounts receivable, net of credit losses of $ 0

 36,183

 Prepaid expenses and other receivables

 2,017

 Receivables from related parties

 -

 Convertible loan

 -

 2,688

 Inventory

 Total current assets

 4,076

 46,318

 NON CURRENT ASSETS:

 Deposits

 $

 $

 Equity investees

 Loans to associates

 -

 Property, plants and equipment, net

 1,475

 22,834

 Intangible assets, net

 7,375

 9,694

 Operating lease right-of-use assets

 2,304

 Goodwill

 1,211

 8,187

 Deferred tax

 -

 Other assets

 1,022

 Total non-current assets

 10,476

 44,610

 TOTAL ASSETS

 $
 14,552

 $
 90,928

 F- 4

INC.

BALANCE SHEETS

 (U.S.
Dollars, in thousands, except share and per share amounts)

 2023

 2022

 Liabilities and equity

 CURRENT LIABILITIES:

 Accounts payable

 $
 6,451

 $
 4,429

 Accounts payable related Parties

 -

 Accounts payable

 -

 Accrued expenses and other payables

 2,218

 2,648

 Income tax payable

 Employees and related payables

 1,079

 1,860

 Other payable related parties

 -

 Advance payments on account of grant

 2,180

 1,578

 Short-term loans

 -

 Current maturities of finance leases

 Current maturities of operating leases

 Short-term and current maturities of convertible loans

 2,670

 4,504

 TOTAL CURRENT LIABILITIES

 16,407

 15,910

 LONG-TERM LIABILITIES:

 Non-current operating leases

 $

 $
 1,728

 Convertible loans

 18,967

 13,343

 Retirement benefits obligation

 -

 Other long-term liabilities

 TOTAL LONG-TERM LIABILITIES

 19,128

 15,744

 TOTAL LIABILITIES

 35,535

 31,654

 REDEEMABLE NON-CONTROLLING INTEREST

 -

 30,203

 EQUITY (CAPITAL DEFICIENCY):

 Common stock of $ 0.0001 par value: Authorized at December 31, 2023 and December 31, 2022: 145,833,334 shares; Issued at December 31, 2023 and December 31, 2022: 32,163,630 and 25,832,322 shares, respectively; Outstanding at December 31, 2023 and December 31, 2022: 31,877,063 and 25,545,755 shares, respectively.

 Additional paid-in capital

 156,837

 150,355

 Accumulated other comprehensive income (loss)

 ( 270
)

 Treasury stock 286,567 shares as of December 31, 2023 and December 31, 2022

)

)

 Accumulated deficit

 ( 176,622
)

 ( 121,261
)

 Equity attributable to Orgenesis Inc.

 ( 20,983
)

 27,561

 Non-controlling interests

 -

 1,510

 TOTAL EQUITY (CAPITAL DEFICIENCY)

 ( 20,983
)

 29,071

 TOTAL LIABILITIES, REDEEMABLE NON-CONTROLLING INTEREST AND EQUITY (CAPITAL DEFICIENCY)

 $
 14,552

 $
 90,928

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 5

INC.

STATEMENTS OF COMPREHENSIVE LOSS (INCOME)

 (U.S.
Dollars, in thousands, except share and per share amounts)

 2023

 2022

 2023

 2022

 $

 $
 34,741

 Revenues from related party

 -

 1,284

 Total revenues

 -

 1,284

 Total revenues

 $

 $

 Cost of revenues

 6,255

 5,133

 Gross (loss) profit

 $
 ( 5,725
)

 $
 30,892

 Cost of development services and research and development expenses

 10,623

 21,933

 Amortization of intangible assets

 Selling, general and administrative expenses included credit losses of $ 24,367 for the year ended December 31, 2023

 35,134

 15,589

 Share in net loss of associated companies

 1,508

 Impairment of investment

 -

 Impairment of intangible assets

 -

 1,061

 Operating loss

 $
 53,636

 $
 10,110

 Loss from deconsolidation of Octomera (see Note 3)

 5,343

 -

 Other income, net

 ( 4
)

 ( 173
)

 2,688

 -

 Loss from extinguishment in connection with convertible loan

 Financial expenses, net

 2,499

 1,971

 Loss before income taxes

 $
 64,445

 $
 11,960

 Tax expense

 $
 64,918

 $
 12,169

 Net (loss) income attributable to non-controlling interests

 ( 9,557
)

 2,720

 Net loss attributable to Orgenesis Inc.

 $
 55,361

 $
 14,889

 Loss per share:

 Basic and diluted

 $
 1.91

 $
 0.59

 Weighted average number of shares used in computation of Basic and Diluted loss per share:

 Basic and diluted

 29,007,869

 25,096,284

 Comprehensive loss:

 $
 64,918

 $
 12,169

 Other Comprehensive loss – Translation adjustment

 Release of translation adjustment due to deconsolidation of Octomera

 ( 384
)

 -

 Comprehensive loss

 $
 64,583

 $
 12,646

 Comprehensive (loss) income attributed to non-controlling interests

 ( 9,557
)

 2,720

 Comprehensive loss attributed to Orgenesis Inc.

 $
 55,026

 $
 15,366

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 6

INC.

STATEMENTS OF CHANGES IN EQUITY (CAPITAL DEFICIENCY)

 (U.S.
Dollars, in thousands, except share amounts)

 Number

 Par Value

 Additional

 Paid-in

 Capital

 Other

 Comprehensive

 Income (loss)

 Treasury

 Shares

 Accumulated Deficit

 to

 Inc.

 Non- Controlling

 Total

 Common Stock

 Accumulated

 Equity Attributable

 Number

 Par Value

 Additional

 Paid-in

 Capital

 Other

 Comprehensive

 Income (loss)

 Treasury

 Shares

 Accumulated Deficit

 to

 Inc.

 Non- Controlling

 Total

 Balance at
 January 1, 2023

 25,545,755

 $

 $
 150,355

 $
 ( 270
)

 $
)

 $
 ( 121,261
)

 $
 27,561

 $
 1,510

 $
 29,071

 Changes during the Year ended December 31, 2023:

 Stock-based compensation to
employees and directors

 -

 -

 -

 -

 -

 -

 Stock-based compensation to
service providers

 -

 -

 -

 -

 -

 -

 Issuance of shares and warrants net of issuance costs

 5,357,624

 - *

 5,283

 -

 -

 -

 5,283

 -

 5,283

 Issuance of Shares due to exercise of warrants

 973,684

 - *

 -

 -

 -

 -

 -

 -

 -

 Issuance of warrants with respect to convertible loans

 -

 -

 -

 -

 -

 -

 Extinguishment in connection with convertible loan restructuring

 -

 -

 -

 -

 -

 -

 -

 -

 9,406

 -

 -

 9,790

 ( 1,360
)

 8,430

 Adjustment to redemption value of redeemable non-controlling interest

 -

 -

 ( 9,406
)

 -

 -

 -

 ( 9,406
)

 -

 ( 9,406
)

 Comprehensive income (loss) for the period

 -

 -

 -

 ( 49
)

 -

 ( 55,361
)

 ( 55,410
)

 ( 150
)

 ( 55,560
)

 Balance at December 31, 2023

 31,877,063

 156,837

)

 ( 176,622
)

 ( 20,983
)

 -

 ( 20,983
)

 *
 Represents an amount lower
 than $1

 The
accompanying notes are an integral part of these consolidated financial statement

 F- 7

INC.

STATEMENTS OF CHANGES IN EQUITY

 (U.S.
Dollars, in thousands, except share amounts)

 Common Stock

 Accumulated Other

 Equity Attributable

 Number

 Par Value

 Additional Paid-in Capital

 Comprehensive Income
 (loss)

 Treasury Shares

 Accumulated Deficit

 to

 Inc.

 Non- Controlling

 Total

 Balance at
 January 1, 2022

 24,280,799

 $

 $
 145,916

 $

 $
)

 $
 ( 106,372
)

 $
 38,488

 $

 $
 38,631

 Balance

 24,280,799

 $

 $
 145,916

 $

 $
)

 $
 ( 106,372
)

 $
 38,488

 $

 $
 38,631

 Changes during the Year ended December 31, 2022:

 Stock-based compensation to
employees and directors

 -

 -

 -

 -

 -

 -

 Stock-based compensation to
service providers

 -

 -

 -

 -

 -

 -

 Exercise of options

 510,017

 - *

 -

 -

 -

 -

 Issuance and modification of warrants with respect to convertible loans

 Extinguishment in connection with convertible loan restructuring

 -

 -

 -

 -

 -

 -

 Issuance of Shares

 724,999

 - *

 2,175

 -

 -

 -

 2,175

 -

 2,175

 Issuance of shares related to acquisition of Mida

 29,940

 - *

 -

 -

 -

 -

 Non- Controlling
Interest arising from a business combination

 -

 -

 -

 -

 -

 -

 -

 ( 1,353
)

 ( 1,353
)

 Comprehensive income (loss) for the period

 -

 -

 -

 ( 477
)

 -

 ( 14,889
)

 ( 15,366
)

 2,720

 ( 12,646
)

 Balance at December 31, 2022

 25,545,755

 150,355

 ( 270
)

)

 ( 121,261
)

 27,561

 1,510

 29,071

 Balance

 25,545,755

 150,355

 ( 270
)

)

 ( 121,261
)

 27,561

 1,510

 29,071

 *
 Represents an amount lower
 than $1

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 8

INC.

STATEMENTS OF CASH FLOWS(*)

 (U.S.
Dollars, in thousands)

 2023

 2022

 2023

 2022

 CASH FLOWS FROM OPERATING ACTIVITIES:

 $
 ( 64,918
)

 $
 ( 12,169
)

 Adjustments required to reconcile net loss to net cash used in operating activities:

 Capital gain, net

 -

 ( 170
)

 Loss from deconsolidation of Octomera

 5,343

 -

 Share in loss of associated companies, net

 1,508

 Depreciation and amortization expenses

 1,560

 1,978

 2,688

 Impairment of investment

 -

 Impairment expenses of intangible assets

 -

 1,061

 Effect of exchange differences on inter-company balances

 Net changes in operating leases

 ( 50
)

 ( 61
)

 Interest expense accrued on loans and convertible loans

 1,508

 1,372

 Loss from extinguishment in connection with convertible loan restructuring

 Changes in operating assets and liabilities:

 Accounts receivable

 30,060

 ( 21,051
)

 Prepaid expenses, other accounts receivable

 Inventory

 ( 389
)

 ( 7
)

 Other assets

 Related parties, net

 ( 439
)

 -

 Accounts payable

 5,516

 ( 1,321
)

 Accrued expenses and other payable

 1,013

 2,302

 Employee and related payables

 ( 216
)

 Deferred taxes, net

 ( 103
)

 Net cash used in operating activities

 $
 ( 14,837
)

 $
 ( 24,924
)

 CASH FLOWS FROM INVESTING ACTIVITIES:

 Repayment of convertible loan to related party partners

 -

 Decrease in loan to associate entities

 -

 Increase in loan to associate entities

 -

 ( 4,131
)

 Repayment of loan granted

 -

 Sale of property, plants and equipment

 -

 Purchase of property, plants and equipment

 ( 2,096
)

 ( 12,416
)

 Investment in associated company

 ( 660
)

 -

 Cash acquired from acquisition of Mida

 -

 Impact to cash resulting from deconsolidation (see Note 3)

 ( 973
)

 -

 Increase in cash from business combinations of TLABS and Orgenesis Austria

 -

 Investment in long-term deposits

 ( 33
)

 ( 14
)

 Net cash used in investing activities

 $
 ( 3,707
)

 $
 ( 14,133
)

 CASH FLOWS FROM FINANCING ACTIVITIES:

 Proceeds from issuance of shares due to exercise of options and warrants (net
 of transaction costs)

 5,283

 2,181

 Proceeds from issuance of convertible loans

 5,735

 19,150

 Proceeds from transaction with redeemable non-controlling interest that do not result in a loss of control, see note 3

 5,000

 20,000

 Repayment of convertible loans and convertible bonds

 ( 3,000
)

 ( 2,300
)

 Repayment of short and long-term debt

 ( 35
)

 ( 46
)

 Proceeds from issuance of loans payable

 -

 Grant received in respect of third party

 -

 1,396

 Transfer of the grant received to third party

 -

 ( 803
)

 Net cash provided by financing activities

 $
 13,618

 $
 39,578

 NET CHANGE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH

 ( 4,926
)

 EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS

 $

 $
 ( 126
)

 CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF YEAR

 $
 6,369

 $
 5,974

 CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF YEAR

 $
 1,479

 $
 6,369

 SUPPLEMENTAL NON-CASH FINANCING AND INVESTING ACTIVITIES

 Right-of-use assets obtained in exchange for new finance lease liabilities

 $
 -

 $

 Right-of-use assets obtained in exchange for new operation lease liabilities

 $

 $

 Increase (decrease) in accounts payable related to purchase of property, plant and equipment

 $

 $
 ( 383
)

 Loan conversion for Redeemable non-controlling interest (See note 3)

 $
 -

 $
 10,203

 Issuance of common stocks in connection with the acquisition of Mida

 $
 -

 $

 Extinguishment in connection with convertible loan restructuring

 $

 CASH PAID DURING THE YEAR FOR:

 $

 $

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 9

INC.

 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

 ( US Dollars in Thousands)

 NOTE
1 – DESCRIPTION OF BUSINESS

 a.
 General

Inc. (the "Company") is a global biotech company working to unlock the potential of Cell and Gene Therapies ("CGTs")
in an affordable and accessible format. CGTs can be centered on autologous (using the patient's own cells) or allogenic (using
master banked donor cells) and are part of a class of medicines referred to as advanced therapy medicinal products ("ATMPs").
The Company is mostly focused on the development of autologous therapies that can be manufactured under processes and systems that are
developed for each therapy using a closed and automated approach that is validated for compliant production near the patient for treatment
of the patient at the point of care ("POCare").

 In
connection with the investment by an affiliate of Metalmark Capital Partners ("Metalmark" or "MM") in the Company's
subsidiary Octomera LLC (formerly Morgenesis LLC) ("Octomera" or "Morgenesis") in November 2022 ("the Metalmark
Investment"), the Company separated its operations into two operating segments: the operations of Octomera (the "Morgenesis"
or "Octomera" segment) and therapies related activities (the "Therapies" segment).

 On
June 30, 2023, in connection with an additional $ 1,000 investment in Octomera, the Company and MM entered into Amendment No. 1 to the
Second Amended and Restated Limited Liability Company Agreement (the "LLC Agreement Amendment") to change the name of Morgenesis
to "Octomera LLC" and to amend Morgenesis' board composition. Pursuant to the LLC Agreement Amendment, the board of
managers of Octomera (the "Octomera Board") will be comprised of five managers, two of which will be appointed by the Company,
one of which will be an industry expert appointed by MM, and two of which will be appointed by MM. The change was effective immediately.
As a result of the amendment to the composition of the Octomera Board pursuant to the LLC Agreement Amendment described above,
the Company deconsolidated Octomera from its consolidated financial statements as of June 30, 2023 ("date of deconsolidation")
and recorded its equity interest in Octomera as an equity method investment, see note 3.

 On
January 29, 2024, the Company and MM entered into a Unit Purchase Agreement (the "UPA"), pursuant to which the Company acquired
all of the preferred units of Octomera owned by MM (the "Acquisition"). Accordingly, the Company currently owns 100 % of the
equity interests of Octomera.

 These
consolidated financial statements include the accounts of Orgenesis Inc. and its subsidiaries.

 The
Company's common stock, par value $ 0.0001 per share (the "Common Stock"), is listed and traded on the Nasdaq Capital
Market under the symbol "ORGS." The Company must satisfy Nasdaq's continued listing requirements, including, among
other things, a minimum closing bid price requirement of $ 1.00 per share for 30 consecutive business days. Because the Company's
Common Stock has traded for 30 consecutive business days below the $ 1.00 minimum closing bid price requirement, Nasdaq has sent a deficiency
notice to the Company, which was received on September 27, 2023, advising that it has been afforded a "compliance period"
of 180 calendar days to regain compliance with the applicable requirements. On March 26, 2024, Nasdaq extended the "compliance
period" to September 23, 2024.

 As
used in this report and unless otherwise indicated, the term "Company" refers to Orgenesis Inc. and its Subsidiaries. Unless
otherwise specified, all amounts are expressed in United States Dollars.

 b.
 Liquidity

 Through
December 31, 2023, the Company had an accumulated deficit of $ 176,622. For the year ended December 31, 2023, the Company incurred negative
cash flows from operating activities of $ 14,837. The Company's activities have recently been funded primarily by offerings of its
equity securities, loans, and convertible loans. There is no assurance that the Company's business will generate sustainable positive
cash flows to fund its business operations.

 F- 10

 If
there are further reductions in revenues or increases in operating costs for facilities expansion, research and development, commercial
and clinical activity or decreases in revenues from customers, the Company will need to use mitigating actions such as to seek additional
financing or postpone expenses that are not based on firm commitments. In addition, in order to fund the Company's operations until
such time that the Company can generate sustainable positive cash flows, the Company will need to raise additional funds.

 The
Company expects its current and projected cash resources and commitments will not be sufficient to meet the Company's obligations
for the next 12 months, raising a substantial doubt about the Company's ability to continue as a going concern. Management plans
include raising additional capital to fund the Company's operations and to repay the Company's outstanding loans when they
become due, as well as exploring additional avenues to increase revenue and reduce capital expenditures. The Company's
ability to fund the completion of its ongoing and planned activities may be substantially dependent upon whether the Company can obtain
sufficient funding at acceptable terms. If the Company is unable to raise sufficient additional capital or meet revenue targets, it may
have to reduce or eliminate certain activities and reduce its headcount.

 The
estimation and execution uncertainty regarding the Company's future cash flows and management's judgments and assumptions
in estimating these cash flows is a significant estimate. Those assumptions include reasonableness of the forecasted revenue, operating
expenses, and uses and sources of cash.

 NOTE
2 - SIGNIFICANT ACCOUNTING POLICIES

 The
consolidated financial statements are prepared in accordance with accounting principles generally

accepted in the United States ("U.S. GAAP").

 a. Use of Estimates in the Preparation of Financial Statements

 The
preparation of the Company's consolidated financial statements in conformity with U.S. GAAP requires us to make estimates,
judgments and assumptions that may affect the reported amounts of assets, liabilities, equity, revenues and expenses and related
disclosure of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates, judgments and
methodologies. The Company bases its estimates on historical experience and on various other assumptions that it believes are
reasonable, the results of which form the basis for making judgments about the carrying values of assets, liabilities and equity,
the amount of revenues and expenses, determination of loss on deconsolidation, valuation of investments, goodwill impairment, and assessment of credit losses. Actual results could differ from those estimates.

 b. Business Combination

 The
Company allocates the fair value of consideration transferred in a business combination to the assets acquired, liabilities assumed,
and non-controlling interests in the acquired business based on their fair values at the acquisition date. All assets and liabilities
are recognized in fair value. The purchase price allocation process requires management to make significant estimates and assumptions,
especially at the acquisition date with respect to intangible assets. Direct transaction costs associated with the business combination
are expensed as incurred. The excess of the fair value of the consideration transferred plus the fair value of any non-controlling interest
in the acquiree over the fair value of the assets acquired, liabilities assumed in the acquired business is recorded as goodwill. The
allocation of the consideration transferred in certain cases may be subject to revision based on the final determination of fair values
during the measurement period, which may be up to one year from the acquisition date. The cumulative impact of revisions during the measurement
period is recognized in the reporting period in which the revisions are identified. The Company includes the results of operations of
the business that it has acquired in its consolidated results prospectively from the date of acquisition.

 If
the business combination is achieved in stages, the acquisition date carrying value of the acquirer's previously held equity interest
in the acquire is re-measured to fair value at the acquisition date; any gains or losses arising from such re-measurement are recognized
in profit or loss.

 F- 11

 c. Cash Equivalents

 The
Company considers cash equivalents to be all short-term, highly liquid investments, which include money market instruments, that are
not restricted as to withdrawal or use, and short-term bank deposits with original maturities of three months or less from the date of
purchase that are not restricted as to withdrawal or use and are readily convertible to known amounts of cash.

 d. Cost of development services and research and development expenses

 Cost
of development services and research and development expenses include costs directly attributable to the conduct of research
and development activities, including the cost of salaries, stock-based compensation expenses, payroll taxes and other employees' benefits,
lab expenses, consumable equipment, courier fees, travel expenses, professional fees and consulting fees. All costs associated with research
and developments are expensed as incurred. Participation from government departments and from research foundations for development of
approved projects is recognized as a reduction of expense as the related costs are incurred. Research and development in-process acquired
as part of an asset purchase, which has not reached technological feasibility and has no alternative future use, is expensed as incurred.

 e. Principles of Consolidation

 The
consolidated financial statements include the accounts of the Company and its Subsidiaries. All intercompany transactions and balances
have been eliminated in consolidation.

 f. Non-Marketable Equity Investments

 The
Company's investments in certain non-marketable equity securities in which it has the ability to exercise significant influence,
but it does not control through variable interests or voting interests. These are accounted for under the equity method of accounting
and presented as Investment in associates, net, in the Company's consolidated balance sheets. Under the equity method, the Company
recognizes its proportionate share of the comprehensive income or loss of the investee. The Company's share of income and losses
from equity method investments is included in share in losses of associated company.

 The
Company periodically reviews equity method investments for impairment in value whenever events or changes in circumstances indicate that
the carrying amount of such investments may not be recoverable. The Company will record an impairment charge to the extent that the estimated
fair value of an investment is less than its carrying value and the Company determines the impairment is other-than-temporary. Impairment
charges, if applicable, are recorded in "Share in net (losses) profits of associated companies".

 For
other investments, the Company applies the measurement alternative upon the adoption of ASU 2016-01 and elected to record equity investments
without readily determinable fair values at cost, less impairment, adjusted for subsequent observable price changes. In this measurement
alternative method, changes in the carrying value of the equity investments are reflected in current earnings. Changes in the carrying
value of the equity investment are required to be made whenever there are observable price changes in orderly transactions for the identical
or similar investment of the same issuer.

 g. Fair value measurement

 The
Company measures fair value and discloses fair value measurements for financial assets and liabilities. Fair value is based on the price
that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the
measurement date. The accounting standard establishes a fair value hierarchy that prioritizes observable and unobservable inputs used
to measure fair value into three broad levels, which are described below: Level 1: Quoted prices (unadjusted) in active markets
that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1
inputs. Level 2: Observable inputs that are based on inputs not quoted on active markets, but corroborated by market data. Level 3:
Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3
inputs. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize
the use of unobservable inputs to the extent possible and considers counterparty credit risk in its assessment of fair value.

 F- 12

 h. Functional Currency

 The
currency of the primary economic environment in which the operations of the Company and part of its Subsidiaries are conducted is the
U.S. dollar ("$" or "dollar"). The functional currency of the Belgian Subsidiary is the Euro (" "
or "Euro"). Most of the Company's expenses are incurred in dollars, and the source of the Company's financing
has been provided in dollars. Thus, the functional currency of the Company and its other subsidiaries is the dollar. Transactions and
balances originally denominated in dollars are presented at their original amounts. Balances in foreign currencies are translated into
dollars using historical and current exchange rates for nonmonetary and monetary balances, respectively. For foreign transactions and
other items reflected in the statements of operations, the following exchange rates are used: (1) for transactions – exchange rates
at transaction dates or average rates and (2) for other items (derived from nonmonetary balance sheet items such as depreciation) –
historical exchange rates. The resulting transaction gains or losses are recorded as financial income or expenses. The financial statements
of the Belgian Subsidiary is included in the consolidated financial statements, translated into U.S. dollars. Assets and liabilities
are translated at year-end exchange rates, while revenues and expenses are translated at yearly average exchange rates during the year.
Differences resulting from translation of assets and liabilities are presented as other comprehensive income.

 i. Inventory

 The
Company's inventory consists of raw material for use for the services provided. The Company periodically evaluates the quantities
on hand. Cost of the raw materials is determined using the weighted average cost method. The inventory is recorded at the lower of cost
or net realizable value.

 j. Property, Plants and Equipment

 Property,
plants and equipment are recorded at cost and depreciated by the straight-line method over the estimated useful lives of the related
assets.

 Annual
rates of depreciation are presented in the table below:

 SCHEDULE OF ANNUAL DEPRECIATION RATES, PROPERTY AND EQUIPMENT

 Useful
 Life (Years)

 Production
 facility

 - 5

 Laboratory
 equipment

- 7

 Office
 equipment and computers

- 17

 k. Intangible assets

 Intangible
assets and their useful lives are as follows:

 SCHEDULE OF INTANGIBLE ASSETS AND THEIR USEFUL LIVE

 Useful
 Life (Years)

 Amortization
 Recorded at Comprehensive Loss Line Item

 Technology

 Amortization
 of intangible assets

 Intangible
assets are recorded at acquisition less accumulated amortization and impairment. Definite lived intangible assets are amortized over
their estimated useful life using the straight-line method, which is determined by identifying the period over which the cash flows from
the asset are expected to be generated. The Company capitalizes IPR&D projects acquired as part of a business combination. On successful
completion of each project, IPR&D assets are reclassified to developed technology and amortized over their estimated useful lives.

 F- 13

 l. Goodwill

 Goodwill
represents the excess of consideration transferred over the value assigned to the net tangible and identifiable intangible assets of
businesses acquired. Goodwill is allocated to reporting units expected to benefit from the business combination. Goodwill is not
amortized but rather tested for impairment at least annually in the fourth quarter, or more frequently if events or changes in
circumstances indicate that goodwill may be impaired. Before the Octomera deconsolidation, the Company reallocated its goodwill into
two identified operating units: Octomera and Therapies. Subsequent to the Octomera deconsolidation, the goodwill allocated to
Octomera was derecognized. As of December 31, 2023 - goodwill is solely allocated to Therapies operating unit. Goodwill impairment
is recognized when the quantitative assessment results in the carrying value exceeding the fair value, in which case an impairment
charge is recorded to the extent the carrying value exceeds the fair value.

 There
were no impairment charges to goodwill during the periods presented.

 m. Impairment of Long-lived Assets

 The
Company reviews its property, plants and equipment, intangible assets subject to amortization and other long-lived assets for impairment
whenever events or changes in circumstances indicate that the carrying amount of an asset class may not be recoverable. Indicators of
potential impairment include: an adverse change in legal factors or in the business climate that could affect the value of the asset;
an adverse change in the extent or manner in which the asset is used or is expected to be used, or in its physical condition; and current
or forecasted operating or cash flow losses that demonstrate continuing losses associated with the use of the asset. If indicators of
impairment are present, the asset is tested for recoverability by comparing the carrying value of the asset to the related estimated
undiscounted future cash flows expected to be derived from the asset. If the expected cash flows are less than the carrying value of
the asset, then the asset is considered to be impaired and its carrying value is written down to fair value, based on the related estimated
discounted cash flows. For indefinite life intangible assets, the Company performs an impairment test annually in the fourth quarter
and whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. The Company determines
the fair value of the asset based on discounted cash flows and records an impairment loss if its book value exceeds fair value.

 Impairment
charges of IPR&D during the year ended December 31, 2022 were $ 1,061.

 Impairment
charges of other investment during the year ended December 31, 2023 were $ 699.

 n. Income Taxes

 1)
With respect to deferred taxes, income taxes are computed using the asset and liability method. Under the asset and liability
method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax
bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is recognized
to the extent that it is more likely than not that the deferred taxes will not be realized in the foreseeable future.

 2)
The Company follows a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax
position for recognition by determining if the available evidence indicates that it is more likely than not that the position will
be sustained on examination. If this threshold is met, the second step is to measure the tax position as the largest amount that is
 greater than 50% likely of being realized upon ultimate settlement.

 3)
Taxes that would apply in the event of disposal of investment in Subsidiaries and associated companies have not been taken into
account in computing the deferred income taxes, as it is the Company's intention to hold these investments and not realize
them.

 o. Stock-based Compensation

 The
Company recognizes stock-based compensation for the estimated fair value of share-based awards. The Company measures compensation
expense for share-based awards based on estimated fair values on the date of grant using the Black-Scholes option-pricing model.
This option pricing model requires estimates as to the option's expected term and the price volatility of the underlying
stock. The Company amortizes the value of share-based awards to expense over the vesting period on a straight-line basis.

 F- 14

 p. Redeemable Non-controlling Interest

 Non-controlling
interests with embedded redemption features, whose settlement is not at the Company's discretion, are considered redeemable non-controlling
interest. Redeemable non-controlling interests are considered to be temporary equity and are therefore presented as a mezzanine section
between liabilities and equity on the Company's consolidated balance sheets. Redeemable non-controlling interests are measured at the
greater of the initial carrying amount adjusted for the non-controlling interest's share of comprehensive income or loss or its
redemption value. Subsequent adjustment of the amount presented in temporary equity is required only if the Company's management estimates
that it is probable that the instrument will become redeemable. Adjustments of redeemable non-controlling interest to its redemption
value are recorded through additional paid-in capital.

 q. Loss per Share of Common Stock

 Basic
net loss (income) per share is computed by dividing the net loss (income) for the period by the weighted average number of shares of
common stock outstanding for each period. Diluted net income per share is based upon the weighted average number of common shares and
of common shares equivalents outstanding when dilutive. Common share equivalents include: (i) outstanding stock options, RSUs and warrants
which are included under the treasury share method when dilutive, and (ii) common shares to be issued under the assumed conversion of
the Company's outstanding convertible loans and debt, which are included under the if-converted method when dilutive (See Note
14).

 r. Concentration of Credit Risk

instruments that potentially subject the Company to concentration of credit risk consist of principally cash and cash equivalents, bank
deposits and certain receivables. The Company held these instruments with highly rated financial institutions and the Company
has not experienced any significant credit losses in these accounts and does not believe the Company is exposed to any significant credit
risk on these instruments apart of accounts receivable. The Company performs ongoing credit evaluations of its customers for the purpose
of determining the appropriate allowance for doubtful accounts.

 The
Company's accounts receivable accounting policy until December 31, 2022, prior to the adoption of the new Current Expected
Credit Losses ("CECL") standard, created bad debts when objective evidence existed of inability to collect all sums owed it
under the original terms of the debit balances. Material customer difficulties, the probability of their going bankrupt or undergoing
economic reorganization and insolvency, material delays in payments and other objective considerations by management that indicate expected
risk of payment were all considered indicative of reduced debtor balance value. Effective January 1, 2023, the Company adopted the new
CECL standard.

 The
Company maintains the allowance for estimated losses resulting from the inability of the Company's customers to make required payments.
The Company considers historical collection experience for each of its
customers and when revenue and accounts receivable are recorded. The Company also recognizes estimated expected credit losses over the
life of the accounts receivables. The estimate of expected credit losses considers not only historical information, but also current and
future economic conditions and events.

 s. Treasury shares

 The
Company repurchases its common stock from time to time on the open market and holds such shares as treasury stock. The Company presents
the cost to repurchase treasury stock as a reduction of shareholders' equity. The Company did not reissue nor cancel treasury shares
during the year ended December 31, 2023 and December 31, 2022.

 F- 15

 t. Other Comprehensive Loss

 Other
comprehensive loss represents adjustments of foreign currency translation.

 u. Revenue from Contracts with Customers

 The
Company's agreements are primarily service and processing contracts, the performance obligations of which range in duration from
a few months to one year. The Company applies the revenue guidance to contracts when control of the services is transferred to the customer for an amount, referred
to as the transaction price, which reflects the consideration to which the Company is expected to be entitled in exchange for those goods
or services and when it is probable that the Company will collect substantially all of the consideration to which it is entitled
in exchange for the goods and services it transfers to the customer.

 The
Company does not adjust the promised amount of consideration for the effects of a significant financing component since the Company expects,
at contract inception, that the period between the time of transfer of the promised goods or services to the customer and the time the
customer pays for these goods or services to be generally one year or less. The Company's credit terms to customers are in average
between thirty and one hundred and fifty days.

 Nature
of Revenue Streams

 The
Company has four main revenue streams, which are License fees, POCare development services, cell process development services, including
hospital supplies, and POCare cell processing.

 License
fees

recognized under license fees are recognized upon the confirmation of licensee of milestones completed and certainty of payment of the
license fee.

Development Services

recognized under contracts for POCare development services may, in some contracts, represent multiple performance obligations (where
promises to the customers are distinct) in circumstances in which the work packages are not interrelated
or the customer is able to complete the services performed.

 For
arrangements that include multiple performance obligations, the transaction price is allocated to the identified performance obligations
based on their relative standalone selling prices.

 The
Company recognizes revenue when, or as, it satisfies a performance obligation. At contract inception, the Company determines whether
the services are transferred over time or at a point in time. Performance obligations that have no alternative use and that the
Company has the right to payment for performance completed to date, at all times during the contract term, are recognized over
time. All other performance obligations are recognized as revenues by the Company at a point of time (upon completion).
Revenues from support services provided to the Company's customers are recognized as and when the services are provided,
because the customer simultaneously receives and consumes the benefits provided.

Judgement and Estimates

judgment is required to identifying the distinct performance
obligations and estimating the standalone selling price of each distinct performance obligation and identifying which performance obligations
create assets with alternative use to the Company, which results in revenue recognized upon completion, and which performance obligations
are transferred to the customer over time, and the estimate of credit losses.

 F- 16

 Cell
Process Development Services

recognized under contracts for cell process development services may, in some contracts, represent multiple performance obligations (where
promises to the customers are distinct) in circumstances in which the work packages and milestones
are not interrelated or the customer is able to complete the services performed independently or by using competitors of the Company.
In other contracts when the above circumstances are not met, the promises are not considered distinct, and the contract represents one
performance obligation. All performance obligations are satisfied over time, as there is no alternative use to the services it
performs, since, in nature, those services are unique to the customer, which retain the ownership of the intellectual property created
through the process.

 For
arrangements that include multiple performance obligations, the transaction price is allocated to the identified performance obligations
based on their relative standalone selling prices. For these contracts, the standalone selling prices are based on the Company's
normal pricing practices when sold separately with consideration of market conditions and other factors, including customer demographics
and geographic location.

 The
Company measures the revenue to be recognized over time on a contract-by-contract basis, determining the use of either
a cost-based input method or output method, depending on whichever best depicts the transfer of control over the life of the performance
obligation.

 Included
in cell process development services is hospital supplies revenue, which is derived principally from the performance of services to hospitals
or other medical providers. Revenue is earned and recognized when product and services are received by the customer.

Cell Processing

from POCare Cell processing represent performance obligations
which are recognized either over, or at a point of time. The progress towards completion is measured on an output measure based on direct
measurement of the value transferred to the customer (units produced).

 Change
Orders

in the scope of work are common and can result in a change in transaction price, equipment used and payment terms. Change orders are
evaluated on a contract-by-contract basis to determine if they should be accounted for as a new contract or as part of the existing contract.
Generally, services from change orders are not distinct from the original performance obligation. As a result, the effect that the contract
modification has on the contract revenue, and measure of progress, is recognized as an adjustment to revenue when they occur.

 v. Leases

 The
Company determines if an arrangement is a lease at inception. Lease classification is governed by five criteria in ASC 842-10-25-2. If
any of these five criteria is met, The Company classifies the lease as a finance lease; otherwise, the Company classifies the lease as
an operating lease. When determining lease classification, the Company's approach in assessing two of the mentioned criteria is:
(i) generally 75% or more of the remaining economic life of the underlying asset is a major part of the remaining economic life of that
underlying asset; and (ii) generally 90% or more of the fair value of the underlying asset comprises substantially all of the fair value
of the underlying asset.

 Operating
leases are included in operating lease right-of-use ("ROU") assets and operating lease liabilities in the consolidated balance
sheet.

 Finance
leases are included in property, plants and equipment, net and finance lease liabilities in the consolidated balance sheet.

 ROU
assets represent Orgenesis' right to use an underlying asset for the lease term and lease liabilities represent its obligation to make
lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the
present value of lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available
at the commencement date to determine the present value of the lease payments.

 F- 17

 The
standard also provides practical expedients for an entity's ongoing accounting. The Company elected the short-term lease recognition
exemption for all leases with a term shorter than 12 months. This means that for those leases, the Company does not recognize ROU assets
or lease liabilities but recognizes lease expenses over the lease term on a straight-line basis.

 Lease
terms will include options to extend or terminate the lease when it is reasonably certain that Orgenesis will exercise or not exercise
the option to renew or terminate the lease.

 w. Segment reporting

 Since
the Metalmark Investment, the Company's business includes two reporting segments: Octomera and Therapies. See note 5.

 x. Recently adopted accounting pronouncements

 In
June 2016, the FASB issued ASU 2016-13 "Financial Instruments—Credit Losses—Measurement of Credit Losses on Financial
Instruments." This guidance replaces the current incurred loss impairment methodology with a methodology that reflects expected
credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates.
The guidance will be effective for Smaller Reporting Companies (SRCs, as defined by the SEC) for the fiscal year beginning on January
1, 2023, including interim periods within that year. The adoption of this guidance did not have a material impact on the Company's
consolidated financial statements.

 In
October 2021, the FASB issued ASU 2021-08 "Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities
from Contracts with Customers", which requires contract assets and contract liabilities acquired in a business combination to be
recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers. The
guidance will result in the acquirer recognizing contract assets and contract liabilities at the same amounts recorded by the acquiree.
The guidance should be applied prospectively to acquisitions occurring on or after the effective date. The guidance is effective for
fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted, including
in interim periods, for any financial statements that have not yet been issued. The adoption of this guidance did not have a material
impact on the Company's consolidated financial statements.

 y. Recently issued accounting pronouncements, not yet adopted

 On
August 23, 2023, the FASB issued guidance requiring a joint venture to initially measure all contributions received upon its formation
at fair value. This accounting will largely be consistent with ASC 805, Business Combinations, although there are some specific exceptions.
Before the ASU, there was no authoritative guidance in US GAAP that addressed how a joint venture should recognize contributions received.
As a result, there has been diversity in practice, with some joint ventures accounting for contributions received at carry over basis
and others at fair value. This new guidance is intended to reduce diversity in practice and provide users of the joint venture's
financial statements with more decision-useful information. It may also reduce the amount of basis differences that an investor in a
joint venture needs to track. The new guidance should be applied prospectively and is effective for all newly-formed joint venture entities
with a formation date on or after January 1, 2025, with early adoption permitted. The adoption of this guidance will not have a material
impact on the Company's consolidated financial statements.

 In
November 2023, the FASB issued ASU 2023-07 "Segment Reporting: Improvements to Reportable Segment Disclosures". This guidance
expands public entities' segment disclosures primarily by requiring disclosure of significant segment expenses that are regularly
provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description
of its composition for other segment items, and interim disclosures of a reportable segment's profit or loss and assets. The guidance
is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15,
2024, with early adoption permitted. The amendments are required to be applied retrospectively to all prior periods presented in an entity's
financial statements. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial
statements related disclosures.

 F- 18

 In
December 2023, the FASB issued ASU 2023-09 "Income Taxes (Topic 740): Improvements to Income Tax Disclosures". This guidance
is intended to enhance the transparency and decision-usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor
requests for enhanced income tax information primarily through changes to disclosure regarding rate reconciliation and income taxes paid
both in the U.S. and in foreign jurisdictions. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 on a prospective
basis, with the option to apply the standard retrospectively. Early adoption is permitted. The Company is currently evaluating this guidance
to determine the impact it may have on its consolidated financial statements disclosures.

 NOTE
3 – REDEEMABLE NON-CONTROLLING INTEREST AND DECONSOLIDATION

 Metalmark
Investment in Octomera LLC

 On
November 4, 2022, the Company and MM OS Holdings, L.P. ("MM"), an affiliate of Metalmark
Capital Partners ("Metalmark"), entered into a series of definitive agreements ("MM agreement") intended
to finance, strengthen and expand the Company's POCare Services business (the "Metalmark
Investment").

to the Unit Purchase Agreement (the "UPA"), MM agreed to purchase 3,019,651 Class A Preferred Units of Octomera (the "Class
A Units"), which represented 22.31 % of the outstanding equity interests of Octomera following the initial closing, for a purchase
price of $ 30,196 thousand, comprised of (i) $20,000 thousand of cash consideration and (ii) the conversion of $10,200 thousand of MM's
then-outstanding senior secured convertible loans previously entered into with MM pursuant to that certain Senior Secured Convertible
Loan Agreement, dated as of August 15, 2022, between MM, Octomera and the Company. The investment was made at a pre-money valuation of
$ 125,000,000, subject to customary adjustments for debt and accounts receivable and an adjustment related to a certain intercompany loan
and closed on November 14, 2022. Following the initial closing, the Company held 77.69 % of the issued and outstanding equity interests
of Octomera.

 If
(a) Octomera and its subsidiaries generate Net Revenue (as defined in the UPA) equal to or greater than $ 30,000,000 during the twelve
month period ending December 31, 2022 (the "First Milestone") and/or equal to or greater than $ 50,000,000 during the twelve
month period ending December 31 2023 (the "Second Milestone"), and (b) the Company's shareholders approve the LLC Agreement
Terms (as defined below under "Principal Terms of the LLC Agreement") on the earlier of (x) the date that is seven (7) months
following the initial closing date and (y) the date of the Company's 2023 annual meeting of its shareholders (such stockholder
approval hereafter being the "Orgenesis Stockholder Approval" and such Orgenesis Stockholder Approval deadline hereafter
being the "Stockholder Approval Deadline"), in accordance with applicable law and in a manner that will ensure that MM is
able to exercise its rights under the LLC Agreement (as defined below) without any further action or approval by MM, then MM will pay
up to $ 10,000,000 in cash in exchange for 1,000,000 additional Class A Units if the First Milestone is achieved and $ 10,000,000 in cash
in exchange for 1,000,000 Class B Units Preferred Units of Octomera (the "Class B Units") if the Second Milestone is achieved.

 The
Company's stockholders approved the LLC agreement terms at its annual meeting of stockholders held in June 2023. However, Octomera
and its subsidiaries did not meet the Net Revenue milestones for either of the years ended December 31, 2022 and 2023. During 2023, the
Company and MM entered into various amendments to the Unit Purchase Agreement, dated November 4, 2022 (the "UPA"). Pursuant
to such amendments, MM or the Company as the case may be, agreed to pay certain amounts in exchange for Class A Preferred Units of Octomera
to support the continued expansion of Orgenesis' POCare Services (the "Subsequent Investment"). In the case of MM investments,
the investment amount of the First Future Investment (as defined in the UPA) was reduced by the amount of the Subsequent Investment.
MM invested $ 6,500 for 650,000 additional Class A units during 2023, and the Company, pursuant to agreement with MM also invested $ 660
for 66,010 additional Class A units during 2023.

 F- 19

 The
Preferred Units have voting rights, may be converted into ordinary shares, and are prioritized over ordinary shares in case of dividend
or redemption. The Company considers the provisions of Accounting Standards Codification Distinguishing Liabilities from Equity ("ASC
480") in order to determine whether the Preferred Units should be classified as a liability. If the instrument is not within the
scope of ASC 480, the Company further analyzes the instrument's characteristics in order to determine whether it should be classified
within temporary equity (mezzanine) or within permanent equity in accordance with the provisions of ASC 480-10-S99. The preferred units
are not mandatorily or currently redeemable. However, they include a liquidation or deemed liquidation event that would constitute a
redemption event that is outside of the Company's control. As such, all redeemable preferred units have been presented outside
of permanent equity as a redeemable non-controlling interest.

 The
Company further analyzed and concluded that the future Preferred Units investments are considered embedded in the initial Preferred Units
that were issued and are considered clearly and closely related to the host instrument and therefore should not be bifurcated.

 As
a result of the deconsolidation (see Note 1a), the Company recorded a net loss of $ 5,343, representing the difference between the fair
value of the retained interest in Octomera and the net assets deconsolidated in the transaction as follows:

 SCHEDULE OF FAIR VALUE OF RETAINED EARNINGS

 Fair value of the retained interest in Octomera

 $
 -

 Net assets deconsolidated

 4,959

 Release of translation adjustment

 Net profit

 $
 5,343

 The
change in board composition does not constitute a strategic shift from the Company's perspective and therefore the Company did not treat
the deconsolidation as a discontinued operation.

 Following
the Amendment No. 2, the Company accounted for its investment in Octomera according to the equity method in accordance with ASC Topic
323, as it has retained the ability to exercise significant influence but does not control the entity. The Company thus recognized an
equity method investment in a total amount of $ 0
 comprised of the assumed fair value of the Octomera
shares held by the Company. Following the deconsolidation, the Company recognized related party balances that are disclosed on the face
of the Company's balance sheet.

 In
evaluating the fair value of the Octomera Equity Investment under the income approach, the Company used a discounted cash flow model
of the business, adjusted to the Company's share in the investment. Key assumptions used to determine the estimated fair value included:
(a) internal cash flows forecasts for 5 years following the assessment date, including expected revenue growth, costs to produce, operating
profit margins and estimated capital needs; (b) an estimated terminal value using a terminal year long-term future growth determined
based on the growth prospects of the reporting units; and (c) a discount rate which reflects the weighted average cost of capital adjusted
for the relevant risk associated with the Company's reporting unit operations and the uncertainty inherent in the Company's
internally developed forecasts. The allocation of the purchase price to the net assets acquired and liabilities assumed resulted in the
recognition of other intangible assets, net, which comprised of technology. The useful life of the technology for amortization purposes
was determined by considering the period of expected cash flows generated by the assets used to measure the fair value of the intangible
assets, adjusted as appropriate for the entity-specific factors including legal, regulatory, contractual, competitive, economic, or other
factors that may limit the useful life of intangible assets.

 F- 20

 The
following table represents the deconsolidated amounts from the Company's Balance Sheet at the date of deconsolidation:

 SCHEDULE OF NET ASSETS DECONSOLIDATED

 ASSETS:

 Cash and cash equivalents

 Other current assets

 9,087

 Non-current assets

 31,935

 TOTAL ASSETS

 41,995

 LIABILITIES:

 Current liabilities

 6,566

 Long-term liabilities

 2,313

 TOTAL LIABILITIES

 8,879

 REDEEMABLE NON-CONTROLLING INTEREST

 26,797

 NON-CONTROLLING
 INTEREST

 1,360

 NET ASSETS DECONSOLIDATED

 4,959

 On
January 29, 2024, the Company and MM entered into a Unit Purchase Agreement (the "UPA"), pursuant to which the Company acquired
all of the equity interests of Octomera that were owned by MM (the "Acquisition"). In consideration for such Acquisition,
the Company and MM agreed to the following consideration:

 Royalty
Payments: If Octomera and its subsidiaries generate Net Revenue during the three year period (2025-2027), then the Company will pay 5 %
of Net Revenues to MM pursuant to the UPA.

 Milestone
Payments: If the Company sells Octomera within ten years from the date of the Closing at a price that is more than $ 40 million excluding
consideration for certain Excluded Assets as per the UPA, the Company shall pay Seller 5 % of the net proceeds.

to the acquisition, MM's designated members of the Board of Managers of Octomera resigned and the Company amended the Second Amended
and Restated Limited Liability Company Agreement of Octomera to be a single member agreement to reflect the transactions contemplated
by the UPA so that MM shall no longer (i) be a party to such agreement, (ii) have a right to appoint members of the board of managers
of Octomera or (iii) be a member of Octomera.

 In
addition, the outstanding indebtedness payable from Orgenesis Maryland LLC to MM pursuant to an aggregate of 10 secured promissory notes
(the "Notes") with a collective original principal amount of $ 2,600, were amended to, among other things, extend the
maturity thereof to January 29, 2034 and to terminate the security interest granted by Orgenesis Maryland in favor of MM that secured
the obligations under the Notes.

 NOTE
4 – EQUITY INVESTMENTS AND LOANS TO ASSOCIATES

 As
of December 31, 2023, and December 31, 2022, the balances of our equity-method investments were $ 8 and $ 39, respectively, and are as
follows:

 a.
 LLC

 The
Company owned approximately 75 % of Octomera as of December 31, 2023. As at the date of the filing of this report the Company owns 100 %
of Octomera.

 As
of December 31, 2023, the balance of our equity-method investment related to Octomera was approximately $ 0.
Through December 31, 2023, the Company's share in Octomera's net loss was $ 660. The Company did not provide for additional losses once the investment was reduced to zero since the Company did not
guarantee obligations of Octomera and is not otherwise committed to provide further financial support to Octomera. Losses not provided
for accumulated to $ 9,355.

 F- 21

 The following table presents summarized results of operations
for the six months since the date of deconsolidation:

 SUMMARY
OF RESULTS OF OPERATIONS

 Six-Months Ended

 December 31, 2023

 Total revenue

 $

 Gross loss

 $
 5,010

 $
 20,145

 b.
 Butterfly
 Biosciences Sarl

2020, the Company and Kidney Cure ("KC"), pursuant to the Kidney Cure JVA incorporated the KC JV Entity known as Butterfly
Biosciences Sarl ("BB") in Switzerland. BB will be involved in the (i) implementation of a point-of-care strategy; (ii) assessment
of the options for development and manufacture of various cell-based types (including kidney derived cells, MSC cells, exosomes, gene
therapies) development; and (iii) development of protocols and tests for kidney therapies. The Company holds a 49 % participating interest
in BB and Kidney Cure holds the remaining 51 %. Due to the Company's significant influence over the JVE the Company applies the
equity method of accounting. During the twelve months ended December 31, 2023, no significant developments were made under the KC JV
and KC and the Company decided to terminate the KC JVA and liquidate BB. As of December 31, 2023, BB was not yet liquidated.

 c.
 RevaCel

2021, the Company and Revatis S.A ("Revatis"), pursuant to the Revatis JVA (See Note 11) incorporated the Revatis JV Entity
known as RevaCel Srl ("RevaCel") in Belgium. RevaCel will develop products in the field of muscle-derived mesenchymal stem/progenitor
cells. The Company holds a 51 % participating interest in RevaCel and Revatis holds the remaining 49 % and is entitled to appoint 2 of
the 5 members of RevaCel's board. Due to the Company's significant influence over the JVE, the Company applies the equity
method of accounting and is treated as an associated company. As part of the Revatis JVA, the Company and Revacel, the Company agreed
to loan Revacel up to 2 million Euro at an annual interest rate of 8 %. The loan is repayable in January 2025, and if not repaid, may
be converted into shares of Revacel. As of the date of this Annual Report on Form 10-K, the Company had not made any transfers under
the Revacel loan.

 The
table below sets forth a summary of the changes in the investments and loans for the years ended December 31, 2023 and December 31, 2022

OF CHANGES IN INVESTMENTS AND LOAN

 2023

 2022

 2023

 2022

 Opening balance

 $

 $

 Investments during the period

 -

 Loan granted to associates

 -

 4,131

 Repayment of loan

 ( 55
)

 -

 Business Combinations

 -

 ( 3,156
)

 Fair value of the retained interest in Octomera (see Note 3)

 -

 -

 Interest from loans to associates

 -

 Share in net loss of associated companies

 ( 734
)

 ( 1,508
)

 Exchange rate differences

 ( 77
)

 Total

 $

 $

 F- 22

 NOTE
5 – SEGMENT INFORMATION

 The
Octomera operations segment includes mainly POCare Services, while the Therapies segment includes the Company's therapeutic development
operations. The segment information includes all the results of the Octomera segment up to the effective date of deconsolidation.

 Because
the Company conducted all its operations as one segment prior to the Metalmark Investment, the above changes were reflected through retroactive
revision of prior period segment information based on the subsidiaries that were transferred to Octomera. Certain activities of these
subsidiaries have changed after they were transferred to Octomera operations segment.

 The
Company's Chief Executive Officer ("CEO"), who is the chief operating decision maker ("CODM"), reviews
financial information prepared on a consolidated basis, accompanied by disaggregated information about revenues and contributed profit
by the two identified reportable segments, namely Octomera and Therapies, to make decisions about resources to be allocated to the segments
and assess their performance.

 The
Company does not review assets by segment. Therefore, the measure of assets has not been disclosed for each segment.

 Segment
data for the year ended December 31, 2023 is as follows:

 SCHEDULE OF SEGMENT REPORTING

 Eliminations

 Consolidated

 $

 $

 $
 ( 53
)

 $

 Cost of revenues *

 ( 9,505
)

 ( 690
)

 4,421

 ( 5,774
)

 Gross profit (loss)

 ( 9,437
)

 ( 175
)

 4,368

 ( 5,244
)

 Cost of development services and research and development expenses *

 ( 9,211
)

 ( 5,811
)

 4,711

 ( 10,311
)

 Operating expenses *

 ( 37,878
)

 ( 7,102
)

 9,892

 ( 35,088
)

 Impairment of investment

 -

 ( 699
)

 -

 ( 699
)

 Share in net income of associated companies

 -

 ( 74
)

 ( 660
)

 ( 734
)

 Profit from deconsolidation

 -

 -

 ( 5,343
)

 ( 5,343

)

 Other income, net

 -

 Depreciation and amortization

 ( 1,765
)

 ( 782
)

 ( 1,560
)

 -

 ( 2,688

)

 -

 ( 2,688
)

 Loss from extinguishment in connection with convertible loan

 -

 ( 283
)

 -

 ( 283
)

 Financial Expenses, net

 ( 573
)

 ( 2,004
)

 ( 2,499
)

 Income (loss) before income taxes

 $
 ( 58,863
)

 $
 ( 19,615
)

 $
 14,033

 $
 ( 64,445
)

 *
 Excluding Depreciation,
amortization and impairment expenses

 F- 23

 Segment
data for the year ended December 31, 2022 is as follows:

 Eliminations

 Consolidated

 $
 33,884

 $
 6,432

 $
 ( 5,575
)

 $
 34,741

 Revenues from related party

 1,284

 -

 -

 1,284

 Total revenues

 35,168

 6,432

 ( 5,575
)

 Cost of revenues *

 ( 4,048
)

 ( 1,088
)

 ( 356
)

 ( 5,492
)

 Gross profit (loss)

 31,120

 5,344

 ( 5,931
)

 30,533

 Cost of development services and research and development expenses *

 ( 13,325
)

 ( 12,262
)

 4,319

 ( 21,268
)

 Operating expenses *

 ( 7,762
)

 ( 8,678
)

 ( 15,540
)

 Impairment expenses

 ( 420
)

 ( 641
)

 -

 ( 1,061
)

 Share in net income of associated companies

 ( 1,352
)

 ( 156
)

 -

 ( 1,508
)

 Other income, net

 -

 Depreciation and amortization

 ( 1,006
)

 ( 972
)

 -

 ( 1,978
)

 Loss from extinguishment in connection with convertible loan

 -

 ( 52
)

 -

 ( 52
)

 Financial Expenses, net

 ( 1,748
)

 ( 223
)

 -

 ( 1,971
)

 Income (loss) before income taxes

 $
 5,675

 $
 ( 17,635
)

 $
 -

 $
 ( 11,960
)

 *
 Excluding Depreciation,
amortization and impairment expenses

 NOTE
6 – EQUITY

 a.
 Financings

 In March 2022, the Company entered into a Securities Purchase Agreement (the "Purchase Agreement) with certain
investors (collectively, the "Investors"), pursuant to which the Company agreed to issue and sell to the Investors, in a private
placement (the "Offering"), shares of the Company's Common Stock at a purchase price of $ 3.00 per share and warrants
to purchase shares of Common Stock at an exercise price of $ 4.50 per share. The warrants were not exercisable until after six months and
expire three years from the date of issuance. The Company received proceeds of $ 2.175 million from the Offering and issued an aggregate
of 724,999 shares of Common Stock and warrants to purchase 146,959 shares of Common Stock pursuant to the Purchase Agreement. In connection
with the Purchase Agreement, the Company and the Investors entered into a Registration Rights Agreement (the "Registration Rights
Agreement"), pursuant to which the Company has agreed to register the resale of the Shares and Underlying Shares on a registration
statement on Form S-3 (the "Registration Statement") to be filed with the United States Securities and Exchange Commission
(the "SEC"). See note 6 b (Amendment, Consent and Waiver Agreement).

 On
February 23, 2023, the Company entered into a securities purchase agreement with certain institutional and accredited investors relating
to the issuance and sale of 1,947,368 shares of Common Stock and warrants to purchase up to 973,684 shares of Common Stock (the "Warrants")
at a purchase price of $ 1.90 per share of Common Stock and accompanying Warrants in a registered direct offering (the "February
2023 Offering"). The February 2023 Offering closed on February 27, 2023.

 The
Warrants had an exercise price of $ 1.90 per share, were exercisable immediately and were to expire five years following the date of issuance. The Warrants had an alternate cashless exercise option (beginning on or after the earlier of (a) the thirty-day anniversary of the date
of the Purchase Agreement and (b) the date on which the aggregate composite trading volume of Common Stock following the public announcement
of the pricing terms exceeds 13,600,000 shares), to receive an aggregate number of shares equal to the product of (x) the aggregate number
of shares of Common Stock that would be issuable upon a cash exercise and (y) 1.0. The aggregate gross proceeds to the Company from the
Offering were $ 3,700, before deducting placement agent cash fees equal to 7.0% of the gross proceeds received and other expenses payable
by the Company.

 All
of the Warrants were exercised using the alternate cashless exercise option described above.

 On
August 31, 2023, the Company entered into a Securities Purchase Agreement with a certain accredited investor, pursuant to which the Company
agreed to issue and sell, in a private placement (the "August 2023 Offering"), 2,000,000 shares of the Company's Common
Stock at a purchase price of $ 0.50 per share. The Company received proceeds of $ 1,000. The August 2023 Offering closed on August 31,
2023.

 On
November 8, 2023, the Company entered into a Securities Purchase Agreement with an institutional investor, pursuant to which the Company
agreed to issue and sell, in a registered direct offering by the Company directly to the investor (the "November 2023 Offering"),
(i) 1,410,256 shares of Common Stock, and (ii) warrants exercisable for 1,410,256 shares of Common Stock. The combined offering price
for each share and accompanying warrant was $ 0.78. The warrants will be exercisable immediately following the date of issuance and may
be exercised for a period of five years from the initial exercisability date at an exercise price of $ 0.78 per share. The exercise prices
and numbers of shares of Common Stock issuable upon exercise of the warrants will be subject to adjustment in the event of stock dividends,
stock splits, reorganizations or similar events affecting the Company's Common Stock. The Company received net proceeds of $ 942
after deducting $ 158 related transaction fees. The November 2023 Offering closed on November 9, 2023.

 F- 24

 On
March 8, 2024, the institutional investor exercised 25,000 warrants at the $ 0.78 exercise price.

 b.
 Warrants

 A
summary of the Company's warrants granted to investors and as finder's fees as of December 31, 2023, and December 31, 2022 and
changes for the periods then ended is presented below:

 SCHEDULE OF WARRANTS ACTIVITY

 2023

 2022

 Warrants

 Exercise Price
 $

 Warrants

 Exercise Price
 $

 Warrants outstanding
at the beginning of the period

 5,381,460

 4.41

 3,042,521

 6.09

 Changes during the period:

 Issued

 2,891,245

 1.46

 2,978,575

 3.16

 Exercised

 ( 973,684
)

 1.90

 -

 -

 Expired

 ( 1,456,979
)

 5.63

 ( 639,636
)

 6.58

 Warrants outstanding and exercisable at end of the period*

 5,842,042

 3.06

 5,381,460

 4.41

 Amendment,
Consent and Waiver Agreement

 In
October and November 2022, the Company and certain investors that were parties to the Securities Purchase Agreement of March 2022 (the
"SPA") and the Registration Rights Agreement of March 2022 (the "RRA"), entered into an Amendment, Consent and
Waiver Agreement (the "RRA Amendment"). Pursuant to the RRA Amendment, the Company and the investors agreed to an extension
of the date for filing the Registration Statement to register the Registrable Securities (as defined in the RRA) to April 3, 2023 and
the effective date of such Registration Statement as provided for in the RRA Amendment; and (to) waive any potential damages or claims
under the RRA with respect to the Company's obligations under the RRA or SPA and release the Company therefrom. In consideration
for such consent, agreement, waiver and release, the Company agreed to issue additional warrants to purchase an aggregate of 215,502
shares of Common Stock to the investors (the "Additional PIPE Warrants") and such Additional PIPE Warrants shall have an
exercise price of $ 2.50 per share of Common Stock, be exercisable beginning six months and one day after the applicable effective date
and ending 36 months after the applicable effective date and be in the same form as the original Warrants issued pursuant to the SPA.

 c.
 Purchase of Mida Biotech BV

 During February 2022, pursuant to the joint venture agreement between the
Company and Mida Biotech BV ("Mida"), the Company purchased all the issued shares of Mida for a consideration of $ 100 thousand.
In lieu of cash, the consideration was paid via 29,940 Company shares of Common Stock issued to Mida Biotech BV's shareholders.
In connection with the acquisition of Mida, the Company issued 29,940 Common Stock to Mida's shareholders.

 NOTE
7 – PROPERTY, PLANTS AND EQUIPMENT

 The
following table represents the components of property, plants and equipment:

 SCHEDULE OF COMPONENTS OF PROPERTY, PLANT AND
EQUIPMENT

 2023

 2022

 2023

 2022

 Cost:

 Production facility

 $

 $
 3,944

 Office furniture and computers

 Lab equipment

 1,061

 4,811

 Advance payment

 17,442

 Subtotal

 2,050

 26,786

 Less – accumulated depreciation

 ( 575
)

 ( 3,952
)

 Total

 $
 1,475

 $
 22,834

 F- 25

 Depreciation
expense for the years ended December 31, 2023 and December 31, 2022 were $ 839 thousand and $ 1,067 thousand, respectively.

 Property,
plants and equipment, net by geographical location were as follows:

OF PROPERTY, PLANT AND EQUIPMENT BY GEOGRAPHICAL AXIS

 2023

 2022

 2023

 2022

 Belgium

 $

 $
 1,095

 Greece

 -

 Netherlands

 Korea

 -

 Israel

 2,284

 U.S.

 1,101

 17,751

 Total

 $
 1,475

 $
 22,834

 Property, plants and
equipment, net

 $
 1,475

 $
 22,834

 NOTE
8 – INTANGIBLE ASSETS AND GOODWILL

in the carrying amount of the Company's goodwill for the years ended December 31, 2023 and 2022 are as follows:

OF GOODWILL

 Goodwill as of December 31, 2021

 $
 8,403

 Translation differences

 ( 216
)

 Goodwill as of December 31, 2022

 $
 8,187

 ( 6,815

)

 Translation differences

 ( 161
)

 Goodwill as of December 31, 2023

 $
 1,211

 Goodwill
impairment assessment for the year ended December 31, 2023

 As of December
31, 2022, the Company performed an impairment analysis for its reporting units. Based on the Company's assessment, it was concluded
that the fair value of each of the Octomera and Therapies reporting units exceeded their carrying amounts and therefore no goodwill impairment
was required. As of December 31, 2023 the fair value of the Therapies reporting unit exceeded its carrying amount and therefore no goodwill
impairment was required.

 In
evaluating the fair value of reporting units under the income approach, the Company used a discounted cash flow model. Key assumptions
used to determine the estimated fair value included: (a) internal cash flows forecasts for 5 years following the assessment date, including
expected revenue growth, costs to produce, operating profit margins and estimated capital needs; (b) an estimated terminal value using
a terminal year long-term future growth determined based on the growth prospects of the reporting units; and (c) a discount rate which
reflects the weighted average cost of capital adjusted for the relevant risk associated with the Company's reporting unit operations
and the uncertainty inherent in the Company's internally developed forecasts.

 Actual
results may differ from those assumed in the Company's valuation method. It is reasonably possible that the Company's assumptions described
above could change in future periods. If any of these were to vary materially from the Company's plans, it may record impairment of goodwill
allocated to any of these reporting units in the future.

 F- 26

 Other
Intangible Assets

 Other
intangible assets consisted of the following:

OF OTHER INTANGIBLE ASSETS

 2023

 2022

 2023

 2022

 Gross Carrying Amount:

 Know How

 $
 -

 $
 2,735

 Customer relationships

 -

 Technology

 9,340

 9,340

 Subtotal

 9,340

 12,420

 Less – Accumulated amortization

 ( 1,965
)

 ( 2,726
)

 Net carrying amount of other intangible assets

 $
 7,375

 $
 9,694

 Intangible
assets amortization expenses were approximately $ 721 thousand and $ 911 thousand for the years ended December 31, 2023 and December 31,
2022, respectively.

 Estimated
aggregate amortization expenses for the five succeeding years ending on December 31 st are as follows:

OF ESTIMATED AGGREGATE AMORTIZATION EXPENSES

 2024

 2025 to 2028

 Amortization expenses

 $

 $
 2,450

 NOTE
9 – LOANS

 On
July 25, 2023, the Israeli subsidiary received a loan from an offshore investor in the amount of $ 175. The loan bears 8 % annual interest
and is repayable on January 1, 2024. The investor lent the subsidiary a further $ 150 interest free during October and November 2023.
In January 2024, the Company and Lender agreed to extend the maturity date of the loan amount to December 31, 2024. The Company awarded
warrants to purchase 360,000 of the Company's Common Stock at a price of $ 0.85 per share and granted Lender the right to convert
any part of the Outstanding amount into Common Stock of the Company at the conversion rate of $ 0.85 per share.

 On
August 15, 2023, the Company received a loan from an investor in the amount of $ 250. The loan bears 8 % annual interest and is repayable
on January 1, 2024.

October and November 2023, the Koligo subsidiary received loans in the amount of $ 60. The loans bear interest at annual interest rates
of 10 %, and are repayable between November 30, 2023 and January 1, 2024. As of the date of this report, $ 40 of the outstanding amount
had not yet been repaid.

 In February 2024, Koligo received a loan from a lender in the amount of the $ 57 at an annual interest rate of 10 %.
The loan is repayable by May 1, 2024.

 On
March 26, 2024, Koligo received a loan from a lender in the amount of $ 250 at an annual interest rate of 10 %. The loan is repayable
by June 26, 2024. The Company issued a warrant to the lender for the purchase of 242,719 shares of Common Stock of the Company at an
exercise price of $ 1.03 per share exercisable immediately and expiring on March 26, 2029

April 2024 Koligo and the Israeli subsidiary received one month 10 % annual simple interest loans from offshore investors in the amounts
of $ 175 and $ 125 respectively. The investors received a total of 375,000 warrants for the purchase of 375,000 shares of Common Stock
of the Company at an exercise price of $ 0.80 per share exercisable immediately and expiring on October 6, 2024.

 F- 27

 NOTE
10 – CONVERTIBLE LOANS

 a.
 Long-Term
 Convertible Loans

 The
tables below summarize the Company's outstanding convertible loans as of December 31, 2023 and December 31, 2022 respectively:

 SCHEDULE OF LONG TERM CONVERTIBLE NOTES

 Principal

 Issuance Date

 Current Interest Rate

 Current
 Maturity

 Current Conversion Price of loan into equity

 Amount

 (Year)

 %

 (Year)

 $

 Convertible Loans Outstanding as of December 31, 2023

 $

 2018

 %

 2026

 2.50

 1,500

 2019

 %

 2026

 2.50

 2019

 %

 2024

 2.50

 5,000

 2019

 %

 2026

 2.50

 2020

 %

 2024

 7.00

 5,000

 2022

 %

 2026

 2.50

 1,150

 2022

 %

 ** 2023

 4.50

 5,000

 2023

 %

 2026

 2.46

 2023

 %

 2024

 - *

 $
 19,260

 *

 See
 Koligo convertible loan agreement below.

 **

 Was
 not yet paid by December 31, 2023.

 Convertible
Loans Outstanding as of December 31, 2022

 $

 2018

 %

 2023

 7.00

 1,600

 2019

 %

 2024

 7.00

 5,000

 2019

 %

 2023

 7.00

 2020

 %

 2023

 7.00

 8,000

 2022

 %

 2024

 2.50

 1,150

 2022

 %

 2023

 4.50

 $
 16,600

 Convertible
Loans repaid during the year ended December 31, 2023

 Principal
 Amount

 Issuance

 Year

 Rate

 Maturity

 Period

 Price

 3,000

 2022

 %

 $
 2.5

 Convertible
Loans repaid during the year ended December 31, 2022

 Principal
 Amount

 Issuance

 Year

 Rate

 Maturity

 Period

 Price

 2019

 %

 2.5

 $

 2019

 %

 2020

 %

 2.5

 1,950

 2019

 6 %- 8
 %

 4.5 - 7

 2,300

 F- 28

 Convertible
Loans Entered into in 2023

 On
January 10, 2023 (the "Effective Date"), the Company entered into the following agreements: (i) a convertible loan agreement
(the "NewTech Convertible Loan Agreement") with NewTech Investment Holdings, LLC (the "NewTech Lender"), pursuant
to which the NewTech Lender loaned the Company $ 4,000 (the "NewTech Loan Amount"), and (ii) a convertible loan agreement
(the "Malik Convertible Loan Agreement", together with the NewTech Convertible Loan Agreement, the "Convertible Loan
Agreements") with Ariel Malik (the "Malik Lender", together with the NewTech Lender, the "Lenders"), pursuant
to which the Malik Lender loaned the Company $ 1,000 (the "Malik Loan Amount", together with the NewTech Loan Amount, the
"Loan Amount").

 The
terms of the NewTech Convertible Loan Agreement and the Malik Loan Agreement are identical. Interest is calculated at 8 % per annum (based
on a 365-day year); provided, that if an Event of Default (as defined in the Convertible Loan Agreements) has occurred and is continuing,
 the Outstanding Amount (as defined herein) will be calculated at 15.0% per annum. The Loan Amount and all accrued but unpaid interest
thereon (collectively, the "Outstanding Amount") shall either (i) be repaid in cash or (ii) convert to shares of common stock,
par value $ 0.0001 per share ("Common Stock"), of the Company on the third anniversary of the Effective Date (the "Maturity
Date"). The Maturity Date may be extended by the Lender upon the written consent of the Lender. The Outstanding Amount may be prepaid
by the Company in whole or in part at any time with the prior approval of the Lender.

 At
any time prior to or on the Maturity Date, any Lender may provide the Company with written notice to convert all or part of the Outstanding
Amount into shares of our Common Stock equal to the quotient obtained by dividing (x) the Outstanding Amount by (y) a price equal to
$ 2.464 per share (subject to adjustment for certain capital events, such as stock splits) (the "Conversion Price").

 Under
the terms of the Convertible Loan Agreements, the Company used the proceeds from the Loan Amount to (i) redeem the loan amount from the
previously disclosed Convertible Loan Agreement, dated as of May 19, 2022 between Orgenesis and Ricky Steven Neumann, as amended by the
previously disclosed certain Convertible Loan Extension Agreement, dated as of October 23, 2022, by and between Orgenesis and Ricky Steven
Neumann, and (ii) for general corporate purposes. Pursuant to the terms, the Company repaid said loan upon receipt of the Loan Amount.

 In
connection with such loan, the Company agreed to issue the NewTech Lender warrants representing the right to purchase 405,844 shares
of Common Stock, at an exercise price of $ 2.50 per share and the Malik Lender warrants representing the right to purchase 101,461 shares
of Common Stock, at an exercise price of $ 2.50 per share. Such Warrants will be exercisable at any time beginning six months and one
day after closing and ending 36 months after the closing date.

Convertible Loan

 On
March 27, 2023, the Company's subsidiary Koligo Therapeutics Inc. ("Borrower"), entered into a convertible loan agreement
(the "Convertible Loan Agreement") with Yehuda Nir (the "Lender," and together with the Borrower, the "Parties"),
pursuant to which the Lender agreed to loan the Borrower up to $ 5,000 (the "Loan Amount"). Interest is calculated at 8 % per
annum (based on a 365-day year) and is payable, along with the principal, on or before January 1, 2024 (the "Maturity Date").
The Maturity Date may be extended by the Lender in the Lender's sole and absolute discretion and any such extension(s) shall be
in writing signed by the Parties. The Loan Amount may be prepaid by the Borrower in whole or in part at any time with the prior written
approval of the Lender.

 If
prior to December 31, 2023, the Borrower issues equity securities ("Equity Securities") in a transaction or series of related
transactions resulting in aggregate gross proceeds to the Borrower of at least $5,000 (excluding conversion of the Loan Amount) (a "Qualified
Financing"), then the outstanding principal amount of the Loan Amount, and any and all accrued but unpaid interest thereon (collectively,
the "Outstanding Amount"), will automatically convert into such Equity Securities issued pursuant to the Qualified Financing
at a price per share equal to fifty percent (50%) of the price per share paid for each share of the Equity Securities purchased for cash
by the investors in the Qualified Financing (the "Mandatory Conversion"). The per share price for the Mandatory Conversion
shall be calculated on a fully diluted basis (including equity underlying all outstanding options, warrants, and other convertible securities,
but excluding the Equity Securities issuable upon the Mandatory Conversion). As of the date of the issue of these financial statements,
the Qualified Financing had not occurred.

 F- 29

 The
Parties agreed that the Lender shall have the option to assign $ 1,500 of the Loan Amount due to the Lender under that certain convertible
loan agreement between the Lender and the Company dated April 21, 2022, as amended, (collectively the "Original Loan"), to
the Borrower (the "Loan Assignment"). The terms of the Loan Assignment will be the same as under the Original Loan, including
a maturity date of January 31, 2026 and an annual interest rate of 10 %. The Loan Assignment will be subject to the Mandatory Conversion
as described above. As of the date of the issue of these financial statements, said assignment has not occurred.

 Under
the terms of the Koligo Convertible Loan Agreement, the Borrower agreed to use the Loan Amount to fund working capital and ongoing operations
and for no other purposes unless the Lender agrees in writing. As of December 31, 2023, Koligo received $ 735 under the Koligo Convertible
Loan Agreement.

 In
January 2024, the Company and Lender agreed to extend the maturity date of the loan amount to December 31, 2026. The Company awarded
warrants to purchase 840,000 of the Company's Common Stock at a price of $ 0.85 per share, and granted Lender the right to convert
any part of the Outstanding amount into Common Stock of the Company at the conversion rate of $ 0.85 per share.

 On
September 29, 2023, Borrower entered into another convertible loan agreement (the "Sai Convertible Loan Agreement") with
Sai Traders (the "Lender," and together with the Borrower, the "Parties"), pursuant to which the Lender agreed
to loan the Borrower up to $ 25,000 (the "Sai Convertible Loan"). The Sai Convertible Loan shall consist of an Initial Installment
of $ 1,500 ("Initial Installment"), and at the election of the Borrower thereafter while the Sai Convertible Loan remains
outstanding, Borrower may issue up to an additional $ 23,500 ("Subsequent Installments"). The Sai Convertible loan bears transaction
costs of 8 %. Interest is calculated at 10 % per annum (based on a 365-day year) of all outstanding principal borrowings and is payable,
along with the principal (collectively the "Outstanding Amount"), on or before December 1, 2027 (the "Maturity Date").
The Loan Amount may be prepaid by the Borrower in whole or in part at any time without penalty.

 Under
the terms of the Sai Convertible Loan Agreement, at the option of the Lender at the Maturity Date or any time prior, the Outstanding
Amount may be convertible, in whole or in part, into the number of shares of Common Stock of the Company equal to the quotient obtained
by dividing (x) the Outstanding Amount by (y) the Conversion Price. The "Initial Installment Conversion Price" for the Outstanding
Amount relating to the Initial Installment shall be a price per share of Common Stock equal to $ 2.50. The "Subsequent Installment
Conversion Price" for the Outstanding Amount relating to the Subsequent Installment(s) shall be a price per share of Common Stock
equal to $ 3.50. Lender agrees that it shall not deliver a notice of conversion that upon effect results in the holder to beneficially
own more than 19.99% of the then outstanding shares of Company's Common Stock. Lender may elect to, instead of the conversion of
the Outstanding Amount into Common shares of Company, convert the entire Outstanding Amount into the securities of Borrower pursuant
to a the first issuance of equity of the Borrower under which the Borrower raises at least $ 5,000 in gross proceeds ("Qualified
Financing") at a price per share equal to 75% of the price per share paid for each share of the equity securities purchased for
cash by the investors in such a Qualified Financing. In the event of the Borrower being listed on a public securities exchange, Lender
shall have the option to convert the Outstanding Amount at a 25% premium to the volume weighted average price of the Borrower's
equity over the preceding five (5) days as reported by Bloomberg ("5-Day VWAP"), provided that any such conversion shall
not result in the Lender to beneficially own more than 19.99% of the then beneficial shares of the Borrower. In the event of an acquisition
of the Borrower ("Acquisition"), prior to the closing of such acquisition, Lender shall have the option to convert the Outstanding
Amount into equity securities of the Borrower at a price equivalent to seventy five percent ( 75 %) of the price paid by such buyer to
acquire the Borrower.

 As
of the date of this report, no part of the Loan was received, and was therefore not reflected in the Consolidated
Balance sheet of December 31, 2023.

 F- 30

 Extension
of Existing Loan Agreements

 On
January 12, 2023, the Company entered into (i) a Convertible Credit Line and Unsecured Convertible Note Extension #2 Agreement with Yosef
Dotan (the "Dotan Extension Agreement"), (ii) a Convertible Credit Line Extension Agreement with Aharon Lukach (the "Lukach
Extension Agreement") and (iii) a Convertible Loans and Unsecured Convertible Notes Extension #2 Agreement with Yehuda Nir (the
"Nir Extension Agreement"), each which extended the maturity date of the convertible loans under their respective loan agreements
(as described below) to January 31, 2026. The aggregate principal amount of loans extended was $ 12,000 and the interest rate on the extended
loans varied between 2 % and 10 %. In consideration for the extensions, (i) the interest rate on such principal amount of such loans was
increased to 10% per annum commencing on February 1, 2023 (except for the Nir Convertible Loan Agreement dated as of April 12, 2022,
which already had a 10% per annum interest rate), (ii) the conversion price of the loans was reduced from $7.00 to $2.50 (except for
the Nir Convertible Loan Agreement dated as of April 12, 2022, which already had a $2.50 conversion price), (iii) the exercise price
of the warrants issuable upon conversion of the 2% Notes and the Nir Convertible Loan Agreement dated as of May 17, 2019 was reduced
to $2.50 per share and the term of such warrants was extended to January 31, 2026.

 The
Dotan Extension Agreement related to a Convertible Credit Line Agreement dated as of October 3, 2019, as amended, of which $ 750 principal
amount plus interest is outstanding as of September 30, 2023, and 2 % Notes purchased from the Company on November 3, 2018, of which $ 250
principal amount plus interest is outstanding. Based on its analysis, the Company concluded that the change in terms referred to Convertible
Credit Line Agreement and the 2 % Notes should be accounted for as a modification and an extinguishment respectively.

 The
Lukach Extension Agreement related to a Convertible Credit Line Agreement dated as of October 3, 2019, as amended, of which $ 750 principal
amount plus interest is outstanding as of September 30, 2023. Based on its analysis, the Company concluded that the change in terms referred
to above should be accounted for as a modification.

 The
Nir Extension Agreement related to 2 % Notes purchased from the Company on November 3, 2018, as amended, of which $ 500 principal amount
plus interest is outstanding as of September 30, 2023, a Convertible Loan Agreement dated as of May 17, 2019, of which $ 5,000 principal
amount plus interest is outstanding, and a Convertible Loan Agreement dated as of April 12, 2022, as amended, of which $ 5,000 principal
amount plus interest is outstanding. Based on its analysis, the Company concluded that the change in terms referred to the 2 % Notes and
Convertible Loan Agreement should be accounted for as an extinguishment and a modification respectively.

 On
March 6, 2024, the Israeli subsidiary and Koligo each received loans in the amount of $ 37.5 from offshore lenders. The loans bear 10 %
annual interest and are repayable on June 7, 2024. The lenders will each have the right to convert the entire amount of the unpaid portion
of the loan into Common Stock of the Company at the conversion rate of $ 1.03 per share.

 NOTE
11 – LEASES

 The
Company leases research and development facilities, equipment and offices under finance and operating leases. For leases with terms greater
than 12 months, the Company records the related asset and obligation at the present value of lease payments over the term. Many of the
leases include rental escalation clauses, renewal options and/or termination options that are factored into the determination of lease
payments when appropriate.

 The
Company's leases do not provide a readily determinable implicit rate. Therefore, the Company estimated the incremental borrowing
rate to discount the lease payments based on information available at lease commencement.

 Manufacturing
facilities

 The
Company leases space for its manufacturing facilities under operating lease agreements. The leasing contracts are for a period of 5 years
.

 F- 31

 Research
and Development facilities

 The
Company leases space for its research and development facilities under operating lease agreements. The leasing contracts are for a period
of 3 years.

 Offices

 The
Company leases space for offices under operating leases. The leasing contracts are valid for terms of 5 years.

 Lease
Position

 The
table below presents the lease-related assets and liabilities recorded on the balance sheet:

OF LEASE-RELATED ASSETS AND LIABILITIES

 2023

 2022

 2023

 2022

 Assets

 Operating Leases

 Operating lease right-of-use assets

 $

 $
 2,304

 Finance Leases

 Property, plants and equipment, gross

 Accumulated depreciation

 ( 65
)

 ( 68
)

 Property and equipment, net

 $

 $

 Liabilities

 Current liabilities

 Current maturities of operating leases

 $

 $

 Current maturities of long-term finance leases

 $

 $

 Long-term liabilities

 Non-current operating leases

 $

 $
 1,728

 Long-term finance leases

 $

 $

 Weighted Average Remaining Lease Term

 Operating leases

 1.1 years

 4.7 years

 1.2 years

 2.4 years

 Weighted Average Discount Rate

 Operating leases

 7.5
 %

 8.0
 %

 2.0
 %

 6.4
 %

 Lease
Costs

 The
table below presents certain information related to lease costs and finance and operating leases:

OF LEASE COSTS

 2023

 2022

 Years ended December 31,

 2023

 2022

 Operating lease cost:

 $

 Finance lease cost:

 Amortization of leased assets

 Interest on lease liabilities

 Total finance lease cost

 $

 F- 32

 The
table below presents supplemental cash flow information related to lease:

 SCHEDULE OF SUPPLEMENTAL CASHFLOW INFORMATION

 Years ended December 31,

 2023

 2022

 (in Thousands)

 Cash paid for amounts included in the measurement of leases liabilities:

 Operating leases

 $

 $

 $

 $

 Right-of-use assets obtained in exchange for lease obligations:

 Operating leases

 $

 $

 -

 Undiscounted
Cash Flows

 The
table below reconciles the undiscounted cash flows for each of the first five years and total of the remaining years to the finance lease
liabilities and operating lease liabilities recorded on the balance sheet.

OF FINANCE LEASE LIABILITIES AND OPERATING LEASE LIABILITIES

 Operating
 Leases

 Finance

 Leases

 Year ended December 31,

 2024

 $

 $

 2025

 2026

 -

 -

 2027

 -

 -

 2028

 -

 -

 Thereafter

 -

 -

 Total minimum lease payments

 Less: amount of lease payments representing interest

 ( 18
)

 -

 Present value of future minimum lease payments

 Less: Current leases obligations

 ( 216
)

 ( 18
)

 Long-term leases obligations

 $

 $

 Operating
lease right-of-use assets by geographical location were as follows:

OF RIGHT-OF-USE ASSETS BY GEOGRAPHICAL LOCATION

 2023

 2022

 Greece

 $
 -

 $
 1,368

 Korea

 -

 Israel

 U.S.

 Total

 $

 $
 2,304

 F- 33

 NOTE
12 – COMMITMENTS AND LICENSE AGREEMENTS

 See
Note 13 for additional commitments related to Collaborations.

 a.
 Tel
 Hashomer Medical Research, Infrastructure and Services Ltd ("THM")

 On
February 2, 2012, the Company's Israeli Subsidiary entered into a licensing agreement with THM. According to the agreement, the
Israeli Subsidiary was granted a worldwide, royalty bearing, exclusive license to trans-differentiation of cells to insulin producing
cells, including the population of insulin producing cells, methods of making this population, and methods of using this population of
cells for cell therapy or diabetes treatment developed by Dr. Sarah Ferber of THM.

 As
consideration for the license, the Israeli Subsidiary will pay the following to THM:

 1)
 A
 royalty of 3.5 % of net sales;

 2)
 16 %
 of all sublicensing fees received;

 3)
 An
 annual license fee of $ 15, which commenced on January 1, 2012 and shall be paid once every
 year thereafter. The annual fee is non-refundable, but it shall be paid each year against
 the royalty noted above, to the extent that such are payable, during that year; and

 4)
 Milestone
 payments as follows:

 a.
 $ 50
 on the date of initiation of Phase I clinical trials in human subjects;

 b.
 $ 50
 on the date of initiation of Phase II clinical trials in human subjects;

 c.
 $ 150
 on the date of initiation of Phase III clinical trials in human subjects;

 d.
 $ 750
 on the date of initiation of issuance of an approval for marketing of the first product by
 the FDA; and

 e.
 $ 2
 million when worldwide net sales of Products (as defined in the agreement) have reached the
 amount of $ 150 million for the first time, (the "Sales Milestone").

 As
of December 31, 2023, the Israeli Subsidiary had not reached any of these milestones.

 In
the event of closing of an acquisition of all of the issued and outstanding share capital of the Israeli Subsidiary and/or consolidation
of the Israeli Subsidiary or the Company into or with another corporation ("Exit"), the THM shall be entitled to choose whether
to receive from the Israeli Subsidiary a one-time payment based, as applicable, on the value of either 463,651 shares of common stock
of the Company at the time of the Exit or the value of 1,000 shares of common stock of the Israeli Subsidiary at the time of the Exit.

 b.
 Department
 De La Gestion Financiere Direction De L'analyse Financiere ("DGO6")

 (1)
On November 17, 2014, the Belgian Subsidiary received the formal approval from the DGO6 for a Euro 2 million ($ 2.4 million) support
program for the research and development of a potential cure for Type 1 Diabetes. The financial support was composed of Euro 1.085
million ( 70 % of budgeted costs) grant for the industrial research part of the research program and a further recoverable advance of
Euro 930 ( 60 % of budgeted costs) of the experimental development part of the research program. In December 2014, the Belgian
Subsidiary received advance payment of Euro 1.209 million under the grant. The grants are subject to certain conditions with respect
to the Belgian Subsidiary's work in the Walloon Region. In addition, the DGO6 is also entitled to a royalty upon revenue being
generated from any commercial application of the technology. In 2017 the Company received by the DGO6 final approval for Euro 1.8
million costs invested in the project out of which Euro 1.2 million funded by the DGO6. As of December 31, 2023, the Company repaid
to the DGO6 a total amount of approximately $167 in recoverable grants and an amount of $243was recorded in advance payments on
account of grant.

 (2)
In April 2016, the Belgian Subsidiary received the formal approval from DGO6 for a Euro 1.3 million ($ 1.5 million) support program
for the development of a potential cure for Type 1 Diabetes. The financial support was awarded to the Belgium Subsidiary as a
recoverable advance payment at 55 % of budgeted costs, or for a total of Euro 717 ($ 800). The grant will be paid over the project
period. The Belgian Subsidiary received advance payment of Euro 438 ($ 537). Up through December 31, 2023, an amount of Euro 438
($ 537) was recorded as deduction of research and development expenses and an amount of Euro 74was recorded as advance payments on
account of grant. This program was terminated in December 2023.

 F- 34

 (3) On October 8, 2016, the Belgian Subsidiary received the formal approval from the DGO6 for a Euro
 12.3 million ($ 12.8 million) support program for the GMP production of AIP cells for two clinical trials that will be performed in
Germany and Belgium. The project was to have been conducted during a period of three years commencing January 1, 2017, and is
currently on hold pending approval for an extension. The financial support is awarded to the Belgium subsidiary at 55 % of budgeted
costs, a total of Euro 6.8 million ($ 7 million). The grant will be paid over the project period. On December 19, 2016, the Belgian
Subsidiary received a first payment of Euro 1.7 million ($ 2 million).

 (4)
In December 2020, the Belgian Subsidiary received the formal approval from DGO6 for a Euro 2.9 million ($ 3.5 million) support
program for research on Dermatitis Treatments and Wound Healing Using Cell Regenerative Technologies. The financial support was
awarded to the Belgium Subsidiary as a recoverable advance payment at 60 % of budgeted costs, or for a total of Euro 1.7 million
($ 2.1 million). The grant will be paid over the project period. The Belgian Subsidiary received advance payments of Euro 301 ($ 366)
in 2020 and of Euro 392 ($ 445) in 2021. The research program started in 2021. Up through December 31, 2023, an amount of Euro
 965 ($ 1.047) was recorded in research and development expenses and have been submitted for approval to the Walloon region.

 c.
 Israel-U.S.
 Binational Industrial Research and Development Foundation ("BIRD")

 On
September 9, 2015, the Israeli Subsidiary entered into a pharma Cooperation and Project Funding Agreement (CPFA) with BIRD and Pall Corporation,
a U.S. company. BIRD awarded a conditional grant of up to $ 400 each (according to terms defined in the agreement), for a joint research
and development project for the use of Autologous Insulin Producing (AIP) Cells for the Treatment of Diabetes (the "Project").
Company received a total of $ 299 under the grant. The project was completed in 2019. The grant is to be repaid at the rate of 5 % of gross
sales generated from the Project. To date no sales have been generated.

 d.
 Korea-Israel
 Industrial Research and Development Foundation ("KORIL")

 On
May 26, 2016, the Israeli Subsidiary and the Orgenesis Korean (an Octomera subsidiary), entered into a pharma Cooperation and Project
Funding Agreement (CPFA) with KORIL. KORIL will make a conditional grant of up to $ 400 to each company (according to terms defined in
the agreement), for a joint research and development project for the use of AIP Cells for the Treatment of Diabetes (the "Project").
The Project started on June 1, 2016. The project was completed in 2021. The grant is to be repaid at the yearly rate of 2.5 % of gross
sales. To date no sales have been generated. As of December 31, 2023, the Israeli Subsidiary and the Orgenesis Korea received $ 597 under
the grant.

 e.
 BIRD Secant

 On
July 30, 2018, Orgenesis Inc and OBI entered into a collaboration agreement with Secant Group LLC ("Secant"). Under the agreement,
Secant will engineer and prototype 3D scaffolds based on novel biomaterials and technologies involving bioresorbable polymer microparticles,
while OBI will provide expertise in cell coatings, cell production, process development and support services. Under the agreement, Orgenesis
is authorized to utilize the jointly developed technology for its autologous cell therapy platform, including its Autologous Insulin
Producing ("AIP") cell technology for patients with Type 1 Diabetes, acute pancreatitis and other insulin deficient diseases.
In 2018, OBI entered into a Cooperation and Project Funding Agreement (CPFA) with the BIRD fund, which provided certain grant funding,
and Secant.

 As
of December 31, 2023, OBI had received a total amount of $ 425 under the grant and the project was completed. The grant is to be repaid
at the yearly rate of 5 % of gross sales. To date no sales have been generated.

 f.
 Sponsored Research
and Exclusive License Agreement with Columbia University

 Effective
April 2, 2019, the Company and The Trustees of Columbia University in the City of New York, a New York corporation, ("Columbia")
entered into a Sponsored Research Agreement (the "SRA") whereby the Company will provide financial support for studying the
utility of serological tumor marker for tumor dynamics monitoring.

 Effective
April 2, 2019, the Company and Columbia entered into an Exclusive License Agreement (the "Columbia License Agreement") whereby
Columbia granted to the Company an exclusive license to discover, develop, manufacture, sell, and otherwise distribute certain product
in the field of cancer therapy. In consideration of the licenses granted under the Columbia License Agreement, the Company shall pay
to Columbia (i) a royalty of 5 % of net sales of any product sold which incorporates a licensed Columbia patent and (ii) 2.5 % of net sales
of other products. In addition, the Company shall pay a flat $ 100 fee to Columbia upon the achievement of each regulatory milestone.
As of December 31, 2023, no royalty incurring sales were made.

 F- 35

 g.
 Regents of the
University of California

 In
December 2019, the Company and the Regents of the University of California ("University") entered into a joint research agreement
in the field of therapies and processing technologies according to an agreed upon work plan. According to the agreement, the Company
will pay the University royalties of up to 5 % (or up to 20 % of sub-licensing sales) in the event of sales that includes certain types
of University owned IP. As of December 31, 2023, no royalty incurring sales were made.

 h.
 Caerus Therapeutics
Inc

 In
October 2019, the Company and Caerus Therapeutics ("Caerus"), a Virginia company, concluded a license agreement whereby Caerus
granted the Company an exclusive license to all Caerus IP relating to Advance Chemeric Antigen Vectors for Targeting Tumors for the development
and/or commercialization of certain licensed products. In consideration for the License granted to the Company under this Agreement,
the Company shall pay Caerus annual maintenance fees and royalties of sales of up to 5 % and up to 18 % of sub-license fees. As of December
31, 2023, no royalty incurring sales were made.

 i.
 Tissue Genesis
LLC

 Included
in the Koligo acquisition of 2020 were the assets of Tissue Genesis LLC. The Company is committed to paying the previous owners of Tissue
Genesis LLC or their assignees up to $ 500 upon the achievement of certain performance milestones and earn-out payments on future sales
provided that in no event will the aggregate of the earn-out payments exceed $ 4 million. To date, no performance milestones have been
reached.

 j.
 University of
Louisville research foundation ("ULRF")

had exclusively licensed patents and technology from the ULRF related to the revascularization and 3D printing of cell and tissue for
transplant ("ULRF licensed products"). The Company is committed to utilizing commercial reasonable efforts to achieving certain
milestones regarding the ULRF licensed products.

 k.
 Savicell

2021, the Company and Savicell Ltd ("Savicell") entered into a collaboration agreement (the "Savicell Agreement")
to collaborate in the evaluation, continued development, validation, and use of Savicell's platform designed for the early detection
and diagnosis of diseases and conditions and for quality control and monitoring purposes, in conjunction with the Company's systems.
Pursuant to the Savicell Agreement, the Company will provide to Savicell funding for the performance of certain tasks agreed upon by
the parties in a work plan. In consideration for such funding, Savicell will supply the Company with products developed under the Savicell
Agreement at preferential rates and grant to the Company a worldwide exclusive licence to sell such products in the Company's point-of-care
network of hospitals, clinics and institutions for quality control and monitoring of manufacturing and processing of autologous immune
cells manipulated by cell and gene therapies. The Company will be required to pay a 10 % royalty for all gross sales of such products
developed under the Savicell Agreement. As of December 31, 2023, no royalty incurring sales were made.

 l.
 Stromatis Pharma

2021, the Company and Stromatis Pharma Inc. ("Stromatis") entered into a Collaboration and Sublicense Agreement (the "Stromatis
Agreement") to collaborate in refining methods for GMP manufacturing of CAR-T/CAR-NK CT109; and the development and validation
of the Stromatis technology as it relates to the CAR-T/CAR-NK CT109 antibody up to and inclusive of filing of Investigational New Drug
Application relating to Stromatis' CAR-T/CAR-NK CT109 antibody ("Licensed Product"), in accordance with the agreed
project plan ("Project"). The Company will fund the Project by providing Stromatis an amount of $ 1.2 million such funding
to be provided based on approved projects. Stromatis will grant the Company certain perpetual, irrevocable royalty free and fully paid-up
exclusive rights to manufacture, process and supply the Licensed Product ("Manufacturing Rights") and perpetual, irrevocable,
royalty bearing exclusive rights to market and sell and offer for sale the Licensed Product within the Company's point of care
network ("Marketing Rights"). As of December 31, 2023, no royalty incurring sales were made.

 F- 36

 Stromatis
has the option to convert the exclusive Manufacturing Rights to non-exclusive rights subject to repayment by Stromatis of an amount equal
to funding provided by the Company and an additional payment by Stromatis of an ongoing revenue share of five percent ( 5 %) of revenues
of any kind received by Stromatis or its affiliates from the sale or transfer of Licensed Products or license of rights under the licensed
technology in relation to the Licensed Products. The Company shall pay Stromatis in consideration for the Marketing Rights and royalties
equal to 12 % of net revenues of Licensed Products received by the Company. The Company advanced to Stromatis an initial sum of $ 500 under
the Stromatis Agreement, which was recorded as Cost of revenues, development services and research and development expenses.

 m.
 Helmholtz
 Zentrum M nchen Deutsches Forschungszentrum f r Gesundheit und Umwelt (GmbH)) ("HMGU")-

2021, HMGU granted an exclusive licence under HGMU owned patent rights and non-exclusive license under HGMU know how and licensed materials,
to the Company in the field of certain human stem cells. In addition, payments will be due by the Company upon certain milestones. The
agreement also includes payment of royalties of between 3 % and 4 % on net sales of licensed product (with a minimum annual royalty of
Euro 200,000, creditable against royalties on net sales incurred during such contract year) and 5 % in service revenues and payment of
between 10 % and 18 % on sublicense revenues.

 n.
 License
 and research agreement with Yeda Research and Development Company Limited

 On
January 25, 2022, the Company and Yeda Research and Development Company Limited ("Yeda"), an Israeli company, entered into
a license and research agreement. No royalty bearing sales were made and the Company terminated this agreement during 2023.

 o.
 European
 Innovation Council and SMEs Executive Agency ("EISMEA")

the year ended December 31, 2022, the Dutch Subsidiary, together with a consortium of other entities ("Consortium") and EISMEA
entered into a grant funding agreement for the funding of the development of an artificial intelligence guided microfluidic device that
standardizes the GMP production of autologous induced pluripotent stem cells (iSPSCs) at greatly reduced costs ("iPSC project").
The total grant amount is Euro 3.999 million of which the Dutch subsidiary is eligible to receive up to Euro 1.179 million. The project
started on September 1, 2022 and is expected to end on August 31, 2026. The Dutch subsidiary is the consortium leader for the iPSC project.
During the year ended 31 December 2022, the subsidiary received initial working capital in the amount of Euro 1.920 million of which
Euro 1.338 million was received on behalf of the other members of the Consortium and recorded in restricted cash, and Euro 582 for the
use of the subsidiary as per the grant agreement. As at December 31, 2023, the restricted cash related to the iPSC project was $ 184.
During the year ended December 31, 2023, the Company recognized grant income of $ 259 which was offset against research and development
expenses.

 p.
 Walloon
 region ATMP PIT

 In
December 2023, the Belgian Subsidiary received Euro 738 ($ 801) as an advance grant from the Walloon region ATMP PIT for the Exofasttrack
project. This project is focused on manufacturing, loading, analytical methods, and quality control of Therapeutic Exosomes. The amount
was recorded in advance payments on account of grant.

 F- 37

 NOTE
13 – COLLABORATIONS

 a.
 Adva
 Biotechnology Ltd.

 On
January 28, 2018, the Company and Adva Biotechnology Ltd. ("Adva"), entered into a Master Services Agreement ("MSA"),
pursuant to which the Company and/or its affiliates provided certain services relating to development of products for Adva.

 In
consideration for and subject to the fulfillment by the Company of certain funding commitments which were completed in 2019, Adva agreed
that upon completion of the development of the products, the Company and/or its affiliates and Adva shall enter into a supply agreement
pursuant to which for a period of eight (8) years following execution of such supply agreement, the Company and/or its affiliates (as
applicable) is entitled (on a non-exclusive basis) to purchase the products from Adva at a specified discount pricing from their then
standard pricing. The Company and/or its affiliates were also granted a non-exclusive worldwide right to distribute such products, directly
or indirectly. The MSA shall remain in effect for 10 years unless earlier terminated in accordance with its terms.

 b.
 Revised and
restated joint venture agreements

 In
January 2023the Company entered into updated joint venture (JV) agreements (JVAs) with Theracell Advanced Biotechnology SA, Broaden Bioscience
and Technology Corp, Image Securities FZC, Cure Therapeutics, and Med Centre for Gene and Cell Therapy FZ-LLC and assigned certain rights
and obligations under its JVAs to Texas Advanced Therapies LLC, a Delaware Limited Liability company ("Texas AT") not related
to the Company. Texas AT will receive the Company's option to require the incorporation of the JV entity, Company's share
in the JV Entity, if and when the latter are incorporated, an option to invest additional funding in the JV Entity, and board and veto
rights on certain critical decisions in the JV Entity. The Company has retained the call option to acquire the JV partner's
share in the JVE, to receive a royalty and a right to conclude the Manufacturing and Service Agreement with the JV entity. Pursuant
to the JVAs, the Company will no longer be entitled to the additional share of fifteen percent of the JVE's GAAP profit after tax
granted as per the previous version of the JVAs. The Company also has no further obligation to provide any additional funding to the
JV entities. As of December 31, 2023, no JV entities were incorporated pursuant to the JVAs.

 c.
 Mircod

 On
July 25, 2023, the Company and Mircod LLC ("Mircod") entered into a settlement and release agreement pursuant to which they
agreed to terminate the joint venture and loan agreement between themselves. Also, pursuant to the agreement, Mircod agreed to deliver
all the related deliverables to the Company, and the Company agreed to pay Mircod consideration in the amount of $ 1,000, of which half
will be paid in cash, and one half in Orgenesis shares, upon receipt of the deliverables. As of December 31, 2023, Mircod invoiced the
Company $ 300 in respect of deliverables that it claims were delivered and this amount is included in accounts payable.

 d.
 Sub-license
agreement

 On
July 25, 2023, the Company, a Sub-licensee, and the equity interest owner of that Sub-licensee ("Sub-licensee Owner"), entered
into agreements whereby:

 1)
 the
 Company sub-licensed certain of its therapies to Sub-licensee in return for royalties on
 future sales and payments upon the successful completion of certain milestones;

 2)
 subject
 to the fulfilment certain conditions and milestones, none of which have been fulfilled to
 date, the Sub-licensee Owner granted the Company a call option to purchase his interests
 in Sub-licensee at a valuation to be determined by a third-party valuation firm of not less
 than $ 8,000 unless agreed otherwise by the parties to the option; and

 3)
 subject
 to the fulfilment of certain conditions and milestones, none of which have been fulfilled
 to date, the Sub-licensee Owner was granted a put option to cause the Company to purchase
 his equity interest in Sub-licensee at a valuation to be determined by a third-party valuation
 firm of not less than $ 8,000 unless agreed otherwise by the parties to the option.

 The
Company has received $ 215 from Sub-licensee as an advance on account of future license fees. No milestones have been completed to date.

 F- 38

 e.
 Deep Med Joint
Venture agreement (JVA)

 In
November 2021, Deep Med IO Ltd ("Deep Med") and Company entered into a JVA. The Parties agreed to collaborate in the development
and commercialization of an AI-powered system to be used in the manufacturing and/or quality control of CGTs. The Company has the right
to finance its activities under the Deep Med JVA by procuring services, advancing funds under a convertible loan agreement, or by an
equity investment. The Deep Med convertible loan bears interest at the annual rate of 6 % and is repayable after 5 years. The Company
has the right to convert its holdings under the loan into shares of Deep Med, or into shares of the Deep Med JV entity once established.
During twelve months ended December 31, 2022, the Company transferred $ 1.9 million to Deep Med as part of its commitment under the Deep
Med JVA. The Company recorded the amounts paid to Deep Med under the Deep Med JVA as research and development expenses under ASC 730.
During the twelve months ended December 31, 2023, the Company and Deep Med suspended all work under the work plan pending further discussions.

 NOTE
14 – LOSS PER SHARE

 The
following table sets forth the calculation of basic and diluted loss per share for the periods indicated:

 SCHEDULE OF BASIC AND DILUTED LOSS PER SHARE

 2023

 2022

 Years ended December 31,

 2023

 2022

 (in thousands, except per share data)

 Basic and diluted:

 Net loss attributable to Orgenesis Inc

 $
 55,361

 $
 14,889

 Weighted average number of common shares outstanding

 29,007,869

 25,096,284

 Net loss per share

 $
 1.91

 $
 0.59

 For
the year ended December 31, 2023, and December 31, 2022, all outstanding convertible notes, options, RSUs and warrants have been excluded
from the calculation of the diluted net loss per share since their effect was anti-dilutive. Diluted loss per share does not include
 7,904,416 shares underlying outstanding options, RSUs and warrants and 7,157,753 shares upon conversion of convertible loans for the
year ended December 31, 2023, because the effect of their inclusion in the computation would be anti-dilutive. Diluted loss per share
does not include 6,753,539 shares underlying outstanding options and warrants and 3,097,691 shares upon conversion of convertible loans
for the year ended December 31, 2022, because the effect of their inclusion in the computation would be antidilutive.

 NOTE
15 – STOCK-BASED COMPENSATION

 a.
 Global
 Share Incentive Plan

 The
Company's stockholders have approved the 2017 Equity Incentive Plan (the "2017 Plan") under which, the Company had
reserved a pool of 3,000,000
 shares of the Company's common stock, which
may be issued at the discretion of the Company's board of directors from time to time. Under this Plan, each option is exercisable
into one share of common stock of the Company. The options may be exercised after vesting and in accordance with the vesting schedule
that will be determined by the Company's board of directors for each grant. The maximum contractual life term of the options is
 years. As of December 31, 2023, total options
available for grants under this plan are 301,991.

 On
May 23, 2012, the Company's board of directors adopted the Global Share Incentive Plan 2012 (the "2012 Plan") under
which, the Company had reserved a pool of 1,000,000
 shares of the Company's common stock, which
may be issued at the discretion of the Company's board of directors from time to time. Under this plan, each option is exercisable
into one share of common stock of the Company. The options may be exercised after vesting and in accordance with the vesting schedule
that will be determined by the Company's board of directors for each grant. The maximum contractual life term of the options is
 years. As of December 31, 2023, total options
available for grants under this plan are 191,142.

 F- 39

 b.
 Granted to Employees and Directors

 Below
is a table summarizing all of the options grants to employees and Directors made during the years ended December 31, 2023, and December
31, 2022:

 SCHEDULE OF EMPLOYEE STOCK OWNERSHIP PLAN DISCLOSURES

 Year Ended

 No. of options
 granted

 Exercise price

 Vesting period

 Fair value at grant

 Expiration
 period

 Employees

2023

 318,000

 $ 0.45 -$ 1.36

 51% Quarterly over a period of two years and the rest quarterly over a period of four years

 Directors

2023

 $
 0.45

 On the one-year anniversary

 Employees

2022

 440,250

 $ 2 -$ 2.01

 Quarterly over a period of two years

 $

 Directors

2022

 1.86

 On the one-year anniversary

 $

 The
fair value of each stock option grant is estimated at the date of grant using a Black Scholes option pricing model. The volatility is
based on the historical volatility of the Company, by statistical analysis of the weekly share price for past periods based on expected
term. The expected option term is calculated using the simplified method, as the Company concludes that its historical share option
exercise experience does not provide a reasonable basis to estimate its expected option term. The fair value of each option grant is
based on the following assumptions:

 SCHEDULE OF STOCK OPTIONS, VALUATION ASSUMPTIONS

 2023

 2022

 Value of one common share

 $ 0.45 -$ 1.36

 $ 1.86 -$ 2.01

 Dividend yield

 0 %

 0 %

 Expected stock price volatility

 70 %- 80 %

 70 %- 71 %

 Risk free interest rate

 3.9 %- 4.28 %

 3.61 %- 3.85 %

 Expected term (years)

 5.5 - 6.06

 5.5 - 5.56

 A
summary of the Company's stock options granted to employees and directors as of December 31, 2023 and December 31, 2022 is presented
below:

 SCHEDULE OF STOCK OPTIONS ACTIVITY

 Years Ended December 31

 2023

 2022

 Exercise Price
 $

 Price
 $

 Options outstanding at the
beginning of the period

 3,035,465

 4.17

 3,210,005

 4.05

 Changes during the period:

 Granted

 402,650

 0.64

 524,900

 1.98

 Exercised*

 -

 -

 ( 510,017
)

 0.01

 Expired

 ( 178,837
)

 4.92

 ( 125,426
)

 8.8

 Forfeited

 ( 231,809
)

 1.04

 ( 63,997
)-

 4.13

 Options outstanding at
end of the period

 3,027,469

 3.89

 3,035,465

 4.17

 Options exercisable at
end of the period

 2,740,382

 4.18

 2,565,919

 4.51

 *
 During the year
ended December 31, 2022, the Company received $ 6 thousand from the exercise of employee options for the purchase of 510,017 shares of
the Company's Common Stock at a weighted average price of $ 0.012.

 F- 40

 The
following table presents summary information concerning the options granted and exercisable to employees and directors outstanding as
of December 31, 2023 (in thousands, except per share data):

 SCHEDULE OF STOCK OPTIONS EXERCISABLE

 Price
 $

 Outstanding

 Weighted Average
 Remaining
 Contractual
 Life

 Intrinsic
 Value
 $

 Value $

 0.0012

 230,189

 0.64

 230,189

 -

 0.45

 149,150

 9.97

 -

 -

 1.86

 8.99

 -

 2.89

 7.96

 -

 321,878

 7.67

 -

 249,566

 2.01

 71,563

 8.29

 -

 38,563

 2.96

 47,250

 5.03

 -

 47,250

 2.99

 401,950

 5.69

 -

 401,950

 1,202

 3.14

 2,500

 5.91

 -

 2,500

 4.5

 22,500

 4.86

 -

 22,500

 4.6

 140,800

 6.96

 -

 140,800

 4.7

 6,250

 6.03

 -

 6,250

 4.8

 483,337

 2.94

 -

 483,337

 2,320

 5.02

 42,625

 4.60

 -

 42,625

 5.07

 49,500

 5.19

 -

 49,500

 5.1

 32,500

 4.51

 -

 32,500

 5.12

 97,375

 6.40

 -

 97,375

 5.99

 312,050

 4.47

 -

 312,050

 1,868

 16,667

 0.59

 -

 16,667

 6.84

 12,000

 6.38

 -

 12,000

 7.2

 83,334

 3.43

 -

 83,334

 8.36

 250,001

 4.50

 -

 250,001

 2,090

 8.91

 4.46

 -

 3,027,469

 5.23

 2,740,382

 11,462

 Costs
incurred with respect to stock-based compensation for employees and directors for the years ended December 31, 2023 and December 31,
2022 were $ 485 thousand and $ 917 thousand, respectively. As of December 31, 2023, there was $ 206 thousand of unrecognized compensation
costs related to non-vested employees and directors stock options, to be recorded over the next 3.75 years.

 c.
 Options Granted
to Consultants and service providers

 Below
is a table summarizing all the compensation granted to consultants and service providers during the years ended December 31, 2023 and
December 31, 2022:

 SCHEDULE OF STOCK OPTIONS GRANTED TO CONSULTANTS

 Year
of grant

 No.
 of options granted

price

 Vesting period

 Fair value at grant
 (in
 thousands)

 Expiration
 period

 Non-employees

 2023

 8,335

 $
 1.36

 Annually over a period of five years

 $

 Non-employees

 2022

 28,335

 $

 Quarterly over a period of two years

 $

 F- 41

 The
fair value of options granted during 2023 and
 2022 to consultants and service providers, was computed using the Black-Scholes model. The
fair value of each stock option grant is estimated at the date of grant using a Black Scholes option pricing model. The volatility is
based on the historical volatility of the Company, by statistical analysis of the weekly share price for past periods based on the expected
term period, the expected term is the contractual term of each grant. The underlying data used
for computing the fair value of the options are as follows:

 SCHEDULE OF STOCK OPTIONS, VALUATION ASSUMPTIONS

 Years
 Ended December 31,

 2023

 2022

 Value
 of one common share

 $ 1.36

 $ 2

 Dividend
 yield

 0 %

 0 %

 Expected
 stock price volatility

 80 %

 84 %

 Risk
 free interest rate

 4.07 %

 3.6 %- 3.61 %

 Expected
 term (years)

 A
summary of the Company's stock options granted to consultants and service providers as of December 31, 2023, and December 31, 2022
is presented below:

 SCHEDULE OF STOCK OPTIONS ACTIVITY

 2023

 2022

 Price
 $

 Price
 $

 Options outstanding at the
beginning of the year

 517,175

 4.88

 547,691

 5.89

 Changes during the year:

 Granted

 8,335

 1.36

 28,335

 2.00

 Expired

 ( 23,334
)

 6.04

 ( 58,851
)

 12.85

 Forfeited

 ( 235,109
)

 4.42

 -

 -

 Options outstanding at end of the year

 267,067

 5.07

 517,175

 4.88

 Options exercisable at end of the year

 206,062

 5.71

 453,005

 5.11

 The
following table presents summary information concerning the options granted and exercisable to consultants and service providers outstanding
as of December 31, 2023 (in thousands, except per share data):

 SCHEDULE OF STOCK OPTIONS EXERCISABLE

 Price
 $

 Outstanding

 Weighted Average
 Remaining
 Contractual
 Life

 Intrinsic
 Value
 $

 Value $

 28,335

 8.46

 -

 -

 -

 2.96

 7,500

 7.96

 -

 7,500

 2.99

 20,000

 6.22

 -

 20,000

 4.09

 25,000

 5.76

 -

 25,000

 4.42

 5,125

 3.93

 -

 5,125

 4.5

 13,335

 5.53

 -

 5,000

 4.6

 20,000

 6.96

 -

 4,000

 4.8

 8,334

 2.94

 -

 8,334

 5.07

 5,000

 5.19

 -

 5,000

 5.3

 4.70

 -

 5.99

 16,670

 4.81

 -

 16,670

 6.84

 7,500

 6.38

 -

 7,500

 70,000

 5.83

 -

 70,000

 8.34

 8,600

 4.52

 -

 8,600

 8.43

 8,333

 4.05

 -

 8,333

 267,067

 6.03

 -

 206,062

 1,176

 Costs
incurred with respect to options granted to consultants and service providers for the years ended December 31, 2023 and December 31,
2022 were $ 63 and $ 64, respectively. As of December 31, 2023, there was $ 61 of unrecognized compensation costs related to non-vested
consultants and service providers, to be recorded over the next 2.03 years.

 F- 42

 d.
 Restricted
Stock Units ("RSUs") Granted to Employees

 Below
is a table summarizing all the RSUs grants to employees and made during the years ended December 31, 2023:

OF STOCK OPTIONS GRANTED TO EMPLOYEES

 Year Ended

 No. of options

 granted

 Vesting period

 Fair value at grant

 Employees

 December 31, 2023

 142,000

 Quarterly over a period of two years

 $

 The
fair value of each RSUs grant is estimated based on the market value of the underlying stock at the date of grant.

 A
summary of the Company's RSUs granted to employees as of December 31, 2023 is presented below:

OF STOCK OPTIONS ACTIVITY GRANTED TO EMPLOYEES

 Years Ended December 31

 2023

 RSUs

 Options outstanding at the beginning of the period

 -

 Changes during the period:

 Granted

 142,000

 Expired

 -

 Forfeited

 -

 Options outstanding at end of the period

 142,000

 The
following table presents summary information concerning the options granted and exercisable to employees and directors outstanding as
of December 31, 2023 (in thousands, except per share data):

 SCHEDULE OF STOCK OPTIONS EXERCISABLE

 Outstanding
 RSUs

 Weighted Average
 Remaining
 Contractual
 Life

 Intrinsic
 Value
 $

 RSUs

 RSUs
 Value $

 142,000

 9.99

 -

 -

 No
costs incurred with respect to RSUs compensation for employees for the years ended December 31, 2023. As of December 31, 2023, there
was $ 50 of unrecognized compensation costs related to non-vested employees RSUs, to be recorded over the next 2.26 years.

 F- 43

 NOTE
16 – TAXES

 a.
 Corporate taxation
in the U.S.

 The
corporate U.S. Federal Income tax rate applicable to the Company and its US subsidiaries is 21 %.

 As
of December 31, 2023, the Company has an accumulated tax loss carryforward of approximately $ 36
million (as of December 31, 2022, approximately $ 22
million).

 For
U.S. federal income tax purposes, net operating losses ("NOLs") arising in tax years beginning after December 31, 2017, the
Internal Revenue Code of 1986, as amended (the "Code") limits the ability to utilize NOL carryforwards to 80% of taxable
income in tax years beginning after December 31, 2020. In addition, NOLs arising in tax years ending after December 31, 2017 can be carried
forward indefinitely, but carryback is generally prohibited. NOLs generated in tax years beginning before January 1, 2018 will not be
subject to the taxable income limitation, and NOLs generated in tax years ending before January 1, 2018 will continue to have a two-year
carryback and twenty-year carryforward period. Deferred tax assets for NOLs will need to be measured at the applicable tax rate in effect
when the NOL is expected to be utilized. The changes in the carryforward/carryback periods as well as the new limitation on use of NOLs
may significantly impact the Company's valuation allowance assessments for NOLs generated after December 31, 2017.

 In
addition, utilization of the NOLs may be subject to substantial annual limitation under Section 382 of the Code due to an "ownership
change" within the meaning of Section 382(g) of the Code. An ownership change subjects pre-ownership change NOL carryforwards to
an annual limitation, which significantly restricts the ability to use them to offset taxable income in periods following the ownership
change. In general, the annual use limitation equals the aggregate value of the Company's stock at the time of the ownership change
multiplied by a specified tax-exempt interest rate.

 b.
 Corporate taxation
in Israel

 The
Israeli Subsidiaries are taxed in accordance with Israeli tax laws. The corporate tax rate applicable to 2023 and 2022 are 23 %.

 As
of December 31, 2023, the Israeli Subsidiary has an accumulated tax loss carryforward of approximately $ 10 million (as of December 31,
2022, approximately $ 10 million). Under the Israeli tax laws, carryforward tax losses have no expiration date.

 c.
 Corporate taxation
in Belgium

 The
Belgian Subsidiary is taxed according to Belgian tax laws. The corporate tax rates applicable to 2023, 2022 are 25 %.

 As
of December 31, 2023, the Belgian Subsidiary has an accumulated tax loss carryforward of approximately $ 8
million ( 7
million), (as of December 31, 2022 $ 7
million). Under the Belgian tax laws there are limitation on accumulated tax loss carryforward deductions of Euro 1
million per year.

 F- 44

 e.
 Deferred Taxes

 The
following table presents summary of information concerning the Company's deferred taxes as of the years ending December 31, 2023
and December 31, 2022:

 SCHEDULE OF DEFERRED TAX ASSETS

 2023

 2022

 2023

 2022

 (U.S. dollars in thousands)

 Deferred tax assets (liabilities), net:

 Net operating loss carry forwards

 $
 12,331

 $
 10,387

 Research and development expenses

 3,932

 1,893

 Equity compensation

 1,563

 1,616

 Employee benefits

 Property, plants and equipment

 ( 26
)

 ( 55
)

 Leases asset

 Lease liability

 ( 67
)

 ( 132
)

 Loans

 -

 Partnership Investment

 8,627

 2,582

 Intangible assets

 ( 1,629
)

 ( 2,252
)

 Bad debt allowance

 -

 Other

 1,088

 Deferred tax assets gross

 26,530

 14,856

 Valuation allowance

 ( 26,530
)

 ( 14,753
)

 Net deferred tax liabilities

 $
 -

 $

 Realization
of deferred tax assets is contingent upon sufficient future taxable income during the period that deductible temporary differences and
carry forwards losses are expected to be available to reduce taxable income. As the achievement of required future taxable income is
not considered more likely than not achievable, the Company and all its subsidiaries have recorded full valuation allowance.

 The
changes in valuation allowance are comprised as follows:

 SCHEDULE OF
VALUATION ALLOWANCE ACTIVITY

 2023

 2022

 (U.S dollars in thousands)

 Balance at the beginning of year

 $
 ( 14,753
)

 $
 ( 12,805
)

 1,252

 -

 Change during the year

 ( 13,029
)

 ( 1,948
)

 Balance at end of year

 $
 ( 26,530
)

 $
 ( 14,753
)

 f.
 Reconciliation
of the Theoretical Tax Expense to Actual Tax Expense

 The
main reconciling item between the statutory tax rate of the Company and the effective rate is the provision for valuation allowance with
respect to tax benefits from carry forward tax losses.

 g.
 Uncertain Tax
Provisions

 ASC
Topic 740, "Income Taxes" requires significant judgment in determining what constitutes an individual tax position as well
as assessing the outcome of each tax position. Changes in judgment as to recognition or measurement of tax positions can materially affect
the estimate of the effective tax rate and consequently, affect the operating results of the Company. As of December 31, 2023, the Company
has not accrued a provision for uncertain tax positions.

 F- 45

 NOTE
17 – REVENUES

 Disaggregation
of Revenue

 The
following table disaggregates the Company's revenues by major revenue streams.

OF DISAGGREGATION OF REVENUE

 2023

 2022

 2023

 2022

 Revenue stream:

 POCare development services

 $
 -

 $
 14,894

 Cell process development services and hospital services

 11,212

 POCare cell processing

 -

 9,919

 License fees

 -

 Total

 $

 $

 A
breakdown of the revenues per customer what constituted at least 10% of revenues is as follows:

OF BREAKDOWN OF REVENUES PER CUSTOMER

 2023

 2022

 2023

 2022

 Revenue earned:

 Customer A (United States)

 -

 Customer B (United States)

 -

 Customer C (United States)

 -

 Customer D (Greece)

 -

 8,936

 Customer E (United States)

 -

 8,316

 Customer F (United Arab Emirates)

 -

 5,271

 Customer G (Korea)

 -

 3,873

 Revenue earned

 -

 3,873

 Contract
Assets and Liabilities

 Contract
assets are mainly comprised of accounts receivable net of allowance for doubtful debts, which includes amounts billed and currently due
from customers.

 The
activity for accounts receivable is comprised of:

OF ACTIVITY FOR TRADE RECEIVABLES

 2023

 2022

 2023

 2022

 Balance as of beginning of period

 $
 36,183

 $
 15,245

 ( 5,985
)

 -

 Business combination TLABS

 -

 ( 1,339
)

 Additions

 35,103

 Collections

 ( 6,230
)

 ( 12,728
)

 Allowances for credit losses

 ( 24,388
)

 -

 Exchange rate differences

 ( 52
)

 ( 98
)

 Ceased to be a related party

 -

 ( 2,186
)

 Balance as of end of period

 $

 $
 36,183

 The
activity of the related party included in the accounts receivable activity above is comprised of:

 2022

 2022

 Balance as of beginning of period

 $
 1,972

 Additions

 1,284

 Collections

 ( 1,070
)

 Ceased to be a related party

 ( 2,186
)

 Balance as of end of period

 $
 -

 F- 46

 The
activity for contract liabilities is comprised of:

OF ACTIVITY FOR CONTRACT LIABILITIES

 2023

 2022

 2023

 2022

 Balance as of beginning of period

 $

 $

 ( 106
)

 -

 Additions

 Balance as of end of period

 $

 $

 NOTE
18 – COST OF DEVELOPMENT SERVICES AND RESEARCH AND DEVELOPMENT EXPENSES

 SCHEDULE OF RESEARCH AND DEVELOPMENT EXPENSES

 2023

 2022

 2023

 2022

 Salaries and related expenses

 $
 4,800

 $
 11,206

 Subcontracting, professional and consulting services

 3,662

 5,655

 Lab expenses

 2,685

 Depreciation expenses

 1,017

 Other research and development expenses

 1,542

 6,010

 Less – grant

 ( 280
)

 ( 123
)

 Total

 $
 10,623

 $
 27,066

 NOTE
19 – FINANCIAL EXPENSES, NET

OF FINANCIAL EXPENSES

 2023

 2022

 2023

 2022

 Interest expense on convertible loans

 $
 2,167

 $
 1,824

 Foreign exchange loss, net

 Other expense

 Total

 $
 2,499

 $
 1,971

 F- 47

 NOTE
20 – RELATED PARTIES TRANSACTIONS

 a.
 Related
 Parties presented in the consolidated statements of comprehensive loss

OF RELATED PARTY TRANSACTIONS

 Years ended December 31,

 2023

 2022

 Stock-based compensation expenses to executive officers

 $

 $

 Stock-based compensation expenses to Board Members

 $

 $

 Compensation of executive officers

 $

 $

 Management and consulting fees to Board Members

 $

 $

 Revenues from customer

 $
 -

 $
 1,284

 Financial income

 $
 -

 $

 b.
 Related Parties
presented in the consolidated balance sheets

OF RELATED PARTIES PRESENTED IN CONSOLIDATED BALANCE SHEETS

 2023

 2022

 Executive officers' payables

 $

 $

 Non-executive directors' payable

 $

 $

 NOTE
21 – LEGAL PROCEEDINGS

 On
January 18, 2022, a complaint (the "Complaint") was filed in the Tel Aviv District Court (the "Court")
against the Company, Orgenesis LTD ("the Israeli Subsidiary"), Prof. Sarah Ferber, Vered Caplan and Dr. Efrat Asa Kunik
(collectively, the "defendants") by plaintiffs the State of Israel, as the owner of Chaim Sheba Medical Center at Tel
Hashomer ("Sheba"), and Tel Hashomer Medical Research, Infrastructure and Services Ltd. (collectively, the
"plaintiffs"). In
the Complaint, the plaintiffs are seeking that the Court issue a declaratory remedy whereby the defendants are required to pay
royalties to the plaintiffs at the rate of 7% of the sales and 24% of any and all revenues in consideration for sublicenses related
to any product, service or process that contain know-how and technology of Sheba and any and all know-how and technology either
developed or supervised by Prof. Ferber in the field of cell therapy, including in the category of the point-of-care platform and
any and all services and products in relation to the defendants' CDMO activity. In addition, the plaintiffs seek that
the defendants provide financial statements and pay NIS 10,000
to the plaintiffs due to the royalty provisions of the license agreement, dated February 2, 2012, between the Israeli subsidiary and
Tel Hashomer Medical Research, Infrastructure and Services Ltd. (the "License Agreement"). The Complaint alleges that
the Company and the Israeli subsidiary used know-how and technology of Sheba and know-how and technology either developed or
supervised by Prof. Ferber while employed by Sheba in the field of cell therapy, including in the category of the point-of-care
platform and the services and products in relation to the defendants' CDMO activity and are entitled to the payment of certain
royalties pursuant to the terms of the License Agreement. The defendants have filed their statements of defense responding to this
Complaint, the Plaintiffs filed their response and the parties are now conducting disclosure proceedings in accordance with
Israel's civil regulations. In accordance with Israel's civil regulations, the parties considered alternative means to
resolve at least some of the disputes and have consented to engage the services of a mutually agreeable mediator. The mediation is
scheduled to take place in the coming months. According to management's estimation, since a loss is not considered
probable, no provision was made in the financial statements.

 F- 48

 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 K
and also for other means of compensation. The Israeli Subsidiary and Vered Caplan filed their statement of defense on January 28,
2024 claiming, inter alia, that the Plaintiff did not serve as a broker, but rather served as the Greek entity's
representative and as such he is not entitled to compensation of any kind from the defendants. It was also clarified that the
defendants did not enter into a finder's agreement with the Plaintiff. Additionally, The Israeli subsidiary and Vered Caplan
claimed that the Plaintiff concealed material information from the court, including the signed partnership agreement between the
Greek entity's owner and the Plaintiff, as well as certain criminal charges brought against him in Greece. On February 22,
2024, the Plaintiff filed a request for service of process to deliver the Claim to the Company and the other defendants incorporated
outside of Israel. This request was denied on the same day. As such, the Claim has yet to be legally delivered to the defendants
incorporated outside of Israel (including the Company). According to management's estimation, since the likelihood of
Plaintiff winning the case is less than fifty percent, no provision was made in the financial
statements.

 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 together with interest in the amount of 6 %. In
the Complaint plaintiff's alleged the amount provided to the Company was based on a Convertible Loan Agreement dated May 17, 2022,
which provided for a loan amount of $ 5,000. Notwithstanding the Convertible Loan Agreement, on August 21, 2023, Company sent the
plaintiffs an offset notice in light of the plaintiffs' breach of obligations under the Convertible Loan Agreement and the damages
caused to the Company as a result of said breach. The Company counter sued as well, seeking damages for Plaintiff's breach of
contract, fraud and harassment. Accordingly, the Company disputes whether it owes plaintiffs the amount sought in the
Complaint.

 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
million ($ 280
thousand). The loan bears a monthly interest rate of 2 %
and will mature on May
1, 2017, unless converted earlier and (b) a consultation agreement which awarded the Plaintiffs 800
thousand warrants. The exercise price of the warrants and conversion price were fixed at $ 0.52
per share (pre-reverse stock split implemented by the Company in November 2017). On April 27, 2017, and November 2, 2017, the
Company entered into extension agreements through November 2, 2017 and May 2, 2018, respectively, in connection with the convertible
note agreements. In March 2018, the Plaintiffs submitted a notice of their intention to convert into shares the Company's
common stock, the principal amount of the loan, and accrued interest of approximately $ 383
thousand outstanding. In addition, the Plaintiffs exercised all the warrants awarded in the consultation agreement. In light of the
reverse stock split which took place in November 2017, the Company disagreed with the plaintiffs' calculations regarding the
number of issuable shares of Common Stock. The Company responded to the notice and rejected these contentions in their entirety. In
April 2018, the Company terminated the agreements based on several claims, including mistake, intentional misrepresentation and bad
faith. Therefore, the Company deposited the shares in total amount of 107,985
issued under those agreements and the principal amount and accrued interest of the loan in an escrow account. The deposit of the
principal amount and accrued interest presented as restricted cash in the balance sheet as of December 31, 2023. Based on the
calculation difference, in their Claim, the Plaintiffs request damages in the amount of NIS 40.14 M,
and the issuance of 11,869,600
shares of the Company. The defendants have yet to file their statement of defense. According to management's estimation, since
the likelihood of Plaintiff winning the case is less than fifty percent, no provision was made in
the financial statements.

 On
February 14, 2024, following a claim for payment of past salaries due, by employees of Orgenesis Biotech Israel Limited ("OBI"),
the district court in Haifa appointed a trustee to run the affairs of OBI with the intention of rehabilitating OBI to be able to operate
and pay OBI's creditors under an arrangement with them.

 Except
as described above, the Company is not involved in any pending material legal proceedings.

 F- 49

 NOTE
22 – SUBSEQUENT EVENTS

 Private
Placement Offering

 On
March 3, 2024, the Company entered into a Securities Purchase Agreement with certain accredited investors, pursuant to which the
Company agreed to issue and sell, in a private placement, 2,272,719
shares of the Company's common stock, par value $ 0.0001
per share, at a purchase price of $ 1.03
per share and warrants to purchase up to 2,272,719
shares of Common Stock at an exercise price of $ 1.50
per share and warrants to purchase up to 2,272,719
shares of Common Stock at an exercise price of $ 2.00
per share (collectively, the "Warrants"). The Company received gross proceeds of approximately $ 2.3
million before deducting related offering expenses. The Offering closed on March 5, 2024.

 The
Warrants entitle the holders to purchase up to an aggregate of 2,272,719 shares of Common Stock at an exercise price of $ 1.50 per share
and up to an aggregate of 2,272,719 shares of Common Stock at an exercise price of $ 2.00 per share. The Warrants are exercisable immediately
and expire five years from the date of issuance.

 Asset
purchase agreement

 On April 5, 2024, Orgenesis Maryland entered into an Asset Purchase
and Strategic Collaboration Agreement (the "Purchase Agreement") with Griffin Fund 3 BIDCO, Inc., ("Germfree"),
for the sale by Orgenesis Maryland of five OMPUL to Germfree, which will be incorporated into Germfree's lease fleet and leased
back to Orgenesis Maryland or third-party lessees designated by Orgenesis. Pursuant to the Purchase Agreement, and upon the terms and
subject to the conditions set forth therein, in consideration for the purchase of the OMPULs, the Orgenesis Quality Management Systems
Framework ("OQMSF") and related intellectual property rights, Germfree will pay Orgenesis Maryland an aggregate purchase price
of $ 8,340 subject to any final adjustment through the verification mechanism as set forth in the Purchase Agreement.

to the Agreement, Germfree paid Orgenesis Maryland $ 750
on February 27, 2024 and $ 5,538 during
April 2024.

 Strategic
Advisor Agreement

 On
March 7, 2024 (the "Effective Date"), the Company entered into a strategic advisor agreement with an individual relating
to the provision of strategic advice and assistance to the Company for a term of 12 months, subject to earlier termination or extension
for an additional 12 months at the request of the advisor. In consideration for such services, the Company agreed to (i) pay such individual
$ 75,000
 per quarter, (ii) issue 500,000
 shares to such individual on the 90 th
day after the Effective Date if such individual is providing services to the Company at such time and (iii) issue to such individual
warrants to purchase up to 500,000
 shares of Common Stock at an exercise price of
$ 1.03,
which vests one third on the Effective Date, one third on the 90 th day after the Effective Date and one third on the 180 th
 day after the Effective Date.

 F- 50