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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(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~~2024

☐ 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

ORGENESIS 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: None

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:

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		ORGS		OTC Expert Market*

* On October 17, 2024, the Nasdaq Stock Market (“Nasdaq”) notified Orgenesis Inc. (the “Company”) that it planned to file a notification of removal from listing (Form 25) with the Securities and Exchange Commission (the “SEC”) to delist the Company’s common stock from Nasdaq upon the completion of all applicable procedures. Nasdaq filed the Form 25 on May 8, 2025. The deregistration of the Company’s common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), occurred 90 days following the filing of the Form 25. Upon deregistration of the Company’s common stock under Section 12(b) of the Exchange Act, the Company’s common stock remained registered under Section 12(g) of the Exchange Act. The Company’s common stock began trading on the OTCQX operated by the OTC Markets Group, Inc. (“OTC Markets”) beginning on October 21, 2024. On June 3, 2025, OTC Markets moved the Company’s common stock from OTCQX to the Pink Limited tier. On July 29, 2025, OTC Markets moved the Company’s common stock from Pink Limited to the OTC Expert Market tier.

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

Indicate 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 ☒

Indicate 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 ☐☒

Indicate 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 ☐

Indicate 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. ☐

Indicate 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. ☐

Indicate 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). ☐

Indicate 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~~2024) was $357,~~033~~649,~~921~~760, as computed by reference to the closing price of such ~~common~~ common stock on ~~The~~the Nasdaq Capital Market on such date.

The registrant had 349,~~338~~799,~~782~~538 shares of common stock outstanding as of ~~April~~March 1526, ~~2024~~2026.

DOCUMENTS INCORPORATED BY REFERENCE

None.

ORGENESIS INC.

~~2023~~2024 FORM 10-K ANNUAL REPORT

TABLE OF CONTENTS

	Page
PART I
ITEM 1. BUSINESS	5
ITEM 1A. RISK FACTORS	2423
ITEM 1B. UNRESOLVED STAFF COMMENTS	4748
ITEM 1C. CYBERSECURITY	4748
ITEM 2. PROPERTIES	50
ITEM 3. LEGAL PROCEEDINGS	5051
ITEM 4. MINE SAFETY DISCLOSURES	5051
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	5051
ITEM 6. [RESERVED]	5153
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	5153
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	6268
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	6268
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	6268
ITEM 9A. CONTROLS AND PROCEDURES	6269
ITEM 9B. OTHER INFORMATION	6370
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	6370
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	6371
ITEM 11. EXECUTIVE COMPENSATION	6875
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	7481
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	7884
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES	7984
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	8085
ITEM 16. FORM 10-K SUMMARY	8288
SIGNATURES	8389

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 service our operations and expenses and other liquidity needs and to address our ability to continue as a going concern; ● 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;~~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~~2024, 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), except for share and loss per share amounts.)

On September 20, 2024, the Company implemented a 1-for-10 reverse stock split (the “Reverse Split”) of its authorized and outstanding shares of Common Stock. All share and per share amounts in these financial statements have been retroactively adjusted to reflect the Reverse Split as if it had been effected prior to the earliest financial statement period included herein.

Business Overview

We are a global biotech company working to unlock the ~~potential~~promise of cell and gene therapies (“CGTs”) in an affordable and accessible ~~format~~offering. CGTs can beuse ~~centered on autologous (using~~ the patient’s own cells (autologous), or ~~allogenic~~use ~~(using master banked~~ donor cells (allogeneic), and, ~~are part~~for ofregulatory apurposes, ~~class~~are classified ~~of medicines referred to~~ as ~~advanced~~Advanced ~~therapy~~Therapy ~~medicinal~~Medicinal ~~products~~Products (“ATMPs”). We are ~~mostly~~primarily focused on ~~autologous therapies~~pioneering ~~that~~a ~~can~~paradigm-shifting bedecentralized approach ~~manufactured~~to ~~under~~CGT ~~processes~~therapies ~~and~~utilizing ~~systems~~an ~~that~~automated ~~are~~and/or ~~developed for each therapy using a~~ closed ~~and automated~~ approach ~~that~~ is validated for compliant production ~~near~~at ~~the~~or ~~patient~~near ~~for treatment of~~ the patient atcare site ~~the~~(“Decentralized ~~point~~Cell ofProcessing ~~care~~or ~~(“POCare~~DCP Platform”). This approach has the potential to overcome the limitations of traditional centralized ~~commercial~~processing ~~manufacturing~~ methods ~~that~~due doto ~~not~~their ~~translate~~complex ~~well to~~logistics ~~commercial~~and ~~production~~inefficient ofunscalable ~~advanced~~processing ~~therapies~~methods ~~due~~leading to ~~their~~ cost prohibitive ~~nature and complex logistics to deliver such treatments~~ toproducts ~~patients~~that ~~(ultimately~~currently ~~limiting~~limit 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 product (“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~~overcome these ~~goals~~challenges, we have ~~developed~~designed ~~a collaborative worldwide network of research institutes~~ and ~~hospitals~~implemented ~~who~~our ~~are~~DCP ~~engaged~~Platform in- ~~the POCare~~a ~~model~~scalable ~~(“POCare~~hub ~~Network”),~~ and aspoke ~~pipeline~~infrastructure of ~~licensed POCare advanced therapies that can be processed and produced~~analytical ~~under~~centers ~~such~~overseeing ~~closed~~standardized ~~and~~production ~~automated~~platforms, ~~processes~~technology and ~~systems~~services ~~(“POCare~~governed ~~Therapies”).~~by Wea ~~are~~central ~~developing~~quality ~~our~~system, ~~pipeline~~focusing ofon ~~advanced therapies~~replicability and ~~with~~standardization ~~the~~of ~~goal~~infrastructure ofand ~~entering~~equipment ~~into~~with ~~out-licensing~~centralized ~~agreements~~monitoring ~~for~~and ~~these~~data ~~therapies~~management.

WeFeatures ~~believe~~of ~~that,~~the ~~for~~DCP ~~this~~Platform ~~industry~~include ~~to prosper, it must be based on utilizing~~ a ~~standardized~~locally ~~platform.~~implemented ~~Cellular~~quality ~~therapies~~system, ~~though~~Standard ~~defined as~~Operating ~~drug~~Procedures ~~products~~(SOPs), ~~conceptually~~Good ~~differ~~Manufacturing ~~from~~Practices (“GMP”), ~~other~~training ~~drug~~procedures, ~~modalities.~~quality-control ~~The~~testing ~~way~~and ~~these~~hub ~~drug~~oversight ~~products~~of ~~are~~the ~~produced~~actual ~~is inherently different from producing existing drugs~~production. ~~They~~We are ~~based~~leveraging onour ~~reprogramming~~unique approach ofto ~~cells~~therapy ~~sourced~~production ~~from~~using ~~the~~our ~~patient~~DCP orPlatform ~~from~~and avarious ~~donor.~~manufacturing ~~They~~platforms ~~are~~to ~~not~~address ~~composed~~some of ~~purchased~~ ~~chemical~~the ~~components such as typical pharmaceuticals~~quality, ~~nor~~supply ~~are they harvested in large quantities from genetically engineered~~chain, ~~cell~~scale-up ~~lines~~ and ~~then~~production ~~sterilized~~challenges, ~~such~~adapting asthese ~~typical~~therapies ~~biotech~~to ~~products.~~validated ~~These~~manufacturing ~~“living~~platforms ~~drug”~~that ~~products~~ are, inadapted ~~most~~to ~~cases,~~standardized ~~produced~~production ~~per~~units ~~patient~~that ~~individually~~can inbe aplaced ~~highly~~quickly ~~sterile~~ and ~~controlled environment, and their efficacy is optimized when administered~~ a ~~short~~low ~~time following~~cost ~~production~~throughout asour ~~fresh~~DCP ~~product~~network.

ToOur ~~advance~~activity 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~~based on ~~POCare~~partnerships ~~Centers~~with ~~that serve as hubs that implement locally our POCare quality system~~hospital, ~~Good~~research ~~Manufacturing~~centers ~~Practices (“GMP”), training procedures, quality control testing~~ and ~~incoming supply~~leading centers of ~~materials~~excellence 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~~ Partnerships include ~~adapting~~both ~~the~~developing ~~process~~or toadapting ~~the~~potential ~~platform~~cell and ~~supplying~~gene ~~the~~therapies ~~products~~to ~~(“POCare Services”).~~the ~~These~~platform ~~are services for third party companies~~ and ~~for~~providing ~~CGTs~~our ~~that~~own ~~are~~standardized ~~not~~production ~~necessarily based~~ platforms on ~~our~~a ~~POCare~~commercial ~~Therapies~~basis.

WeOver ~~believe~~the ~~that~~past ~~decentralized~~year, ~~cell~~we ~~processing~~have ~~offered~~focused ~~through~~on ~~our~~validating ~~POCare~~advanced ~~Platform~~production ~~could~~platforms ~~potentially~~for ~~democratize~~various ~~supply,~~cell ~~increase~~types. ~~production~~These platforms are designed to deliver ~~capacity~~high-quality, ~~simplify~~regulatory-compliant ~~logistics~~cell and ~~shorten~~gene ~~turnaround~~therapies ~~time.~~through ~~These~~a ~~benefits~~decentralized, ~~may~~automated, ~~significantly~~and ~~lower~~scalable ~~production~~approach, significantly reducing costs and ~~potentially~~time-to-market. ~~allow us~~With tointegrated ~~make~~quality ~~progress~~control ~~toward~~and ~~its~~regulatory ~~vision~~compliance features, they ensure the highest standards of ~~improved~~safety and ~~access~~efficacy, enabling faster and ~~outcomes~~more inefficient delivery of CGT treatments to patients. We are working to commercialize these platforms by targeting healthcare institutions and industry partners. Our business strategy includes out-licensing, related services and shared revenue opportunities.

~~POCare~~Our ~~Therapies~~production platforms, either developed in-house or acquired, includes the following:

1. Pancreatic Islets: The ~~global~~ ~~CGT~~FDA-cleared ~~market~~Koligo isplatform, ~~growing~~with atover a80 ~~rapid~~patients ~~pace,~~treated ~~now~~at ~~with~~hospitals ~~over~~across the US. 2~~,000~~. ~~active~~Chimeric ~~clinical~~Antigen ~~trials~~Receptor T-cells (~~Alliance~~CAR-T): ~~for~~The ~~Regenerative~~CAR-T8-TOR ~~Medicine~~platform: Over 200 patients have been treated utilizing this platform in Asia. 3. Stromal Vascular Fraction (~~ARM~~SVF) ~~H1 2022~~- ~~Report),~~Icellator2 ~~including~~platform: ~~200+~~Over in70 ~~Phase~~patients ~~III~~treated ~~and~~in ~~254~~the ~~new~~USA in FDA-approved clinical trials, inand ~~2022~~over ~~(ARM~~1,750 ~~State~~patients treated in the rest of the ~~Industry~~world ~~Briefing)~~in eleven indications. ~~Several~~4. ~~biotech~~MSC ~~companies developing~~Oncolytic ~~CGTs~~virus ~~have~~- ~~been~~TROJAN ~~acquired~~Platform: by16 ~~large~~pediatric ~~pharma~~and ~~(Gilead~~adult ~~Sciences~~patients ~~acquired~~with ~~Kite~~relapsed ~~Pharma,~~or ~~Roche~~refractory ~~acquired~~solid ~~Spark~~tumors ~~Therapeutics,~~in ~~Bayer~~Europe. ~~acquired AskBio~~5. Tumor-infiltrating lymphocytes (TILs) ~~for~~- ~~several~~LYMVADOR ~~billion~~platform: ~~dollars~~Approved ~~before~~for ~~generating~~clinical ~~their~~trials ~~first~~in ~~revenues~~Israel. ~~According~~6. toHematopoietic anstem ~~article~~cells by(HSCs) ~~McKinsey~~- &HEMOSTART ~~Company~~platform ~~from~~which ~~April 2020,~~may ~~CGT~~be ~~products~~eligible ~~account~~ for 12EU ~~percent~~support ofcovering the ~~industry’s~~cost of clinical ~~and~~trials. 167. ~~percent~~Dendritic ofvaccines ~~the~~– ~~preclinical~~IdenTT ~~pipeline~~platform 8. Induced Pluripotent Stem Cells (iPSc) – Mida platform 9. Exosomes production platform

~~This~~Furthermore, iswe aare ~~relatively~~expanding ~~new~~our ~~field,~~pipeline ~~developing quickly in the last decade. The initial development~~ of ~~these~~innovative therapies ~~began~~specifically atdesigned ~~clinical~~to ~~research centers,~~optimize ~~based on attempts of researchers~~ and ~~clinicians~~align towith ~~incorporate~~our ~~the~~production ~~scientific~~platforms. ~~knowledge~~We believe that ~~accumulated~~DCP ~~from~~platform ~~the~~addresses ~~biotechnology industry,~~many ~~including advancements in genetic engineering~~ of ~~cells, cell sourcing, tissue engineering and~~ the ~~medical~~challenges ~~advancements~~facing ~~of immunology. In~~ the ~~early~~supply ~~years~~ of ~~development~~CGT, ~~it was not even clear if~~ such ~~therapies would be considered a clinical treatment (such~~ as aproduction ~~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~~capacity, ~~but~~logistics ~~still there is vagueness in some markets~~ and ~~unique~~efficient ~~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)~~availability. ~~Though the biotech industry has embraced this new modality of drug development, they face many challenges. The~~ ~~pharma~~The ~~and~~platforms ~~biotech~~target ~~companies~~significantly ~~are~~lower ~~used to centralized~~ production ~~and~~costs ~~providing shelf products that can be stored~~ and ~~made~~potentially ~~available~~allow ~~on demand.~~us ~~Their development and production teams are eager~~ to ~~fit~~make ~~these~~progress ~~therapies~~toward ~~into~~our ~~the~~vision ~~existing well-known paradigms. This has proven to be extremely challenging, and the result has been approvals~~ of ~~products~~improved ~~such as CAR-Ts for blood cancers and products for treatment~~access ~~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~~outcomes ~~they are considered a breakthrough~~ in ~~terms of clinical results, the high cost has been prohibitive of market acceptance~~healthcare.

~~While~~CGT 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.~~overview

The global CGT market is growing at a rapid pace with 1894 active clinical trials (ARM 2024 State of the Industry Briefing H1). 2023 was a breakthrough year for CGT. Seven CGTs were approved by the FDA in 2023, with 11+ decisions expected in 2024 (ARM 2024 State of the Industry Briefing H1). Several biotech companies developing CGTs have been acquired by large pharma (Gilead Sciences acquired Kite Pharma for $11.9 billion, Roche acquired Spark Therapeutics for $4.8 billion and Bayer acquired AskBio for $2 billion upfront and up to $2 billion in success-based milestone payments) before generating their first revenues.

2023 and 2024 brought more significant interest from large pharma and large biotech with Roche leading the way signing a definitive agreement to acquire Poseida Therapeutics for $1.5B with the lead program being an allogenic CAR-T, AstraZeneca acquired China-based CAR-T company Gracell Biotechnologies for $1B up-front, and investing $245M in Cellectis; other significant deals include Eli Lilly acquiring Sigilon Therapeutics for $345M+ and BioNTech agreeing to invest $200M into Autolus for access to their CAR-T programs. According to the 2023 Pharma R&D annual review by Informa, there are 21,292 drugs or therapies in development and roughly 19.4% are CGTs (4,132), this is up from 2020 when McKinsey & Company reported CGT products accounted for 12% of the industry’s clinical and 16% of the preclinical pipeline.

~~Historically,~~This ~~drug/therapeutic~~is ~~development~~a ~~has~~relatively ~~required~~new ~~investments~~field, ofdeveloping ~~hundreds~~quickly in the last decade. The initial development of ~~millions~~these therapies began at clinical research centers, based on attempts of ~~dollars~~researchers and clinicians to beincorporate ~~successful.~~the ~~One~~scientific ~~significant~~knowledge ~~cause~~that ~~for~~ accumulated from the ~~high~~biotechnology industry, ~~cost~~including isadvancements ~~that~~in ~~each~~genetic ~~therapy~~engineering ~~often~~of ~~requires~~cells, ~~unique~~cell ~~production~~sourcing, ~~facilities~~tissue engineering and ~~technologies~~the ~~that~~medical ~~must~~advancements of immunology. In the early years of development, it was not even clear if such therapies would be ~~subcontracted~~considered a clinical treatment (such as a bone marrow transplant) or ~~built~~drug product such as a recombinant protein. ~~Further~~ In the ~~cost~~last ofdecade ~~production~~there ~~during~~has been much development in the ~~clinical~~regulatory ~~stage~~framework required isto ~~extremely~~bring ~~expensive~~such products to market, but still there is vagueness in some markets and unique regulatory pathways such as the ~~cost~~legal framework ofin the ~~clinical~~EU ~~trial~~for ~~itself~~hospital isexemption ~~very~~allowing ~~high. Given~~hospitals ~~these~~who ~~financial~~wish ~~restraints,~~to ~~researchers~~provide ~~and~~such ~~institutes~~therapies ~~hope~~to their patients to ~~out-~~take ~~license~~responsibility for ~~their~~treating ~~therapeutic~~patients, and still a major portion of products are supplied directly by hospitals to ~~large~~patients ~~biotech~~utilizing ~~companies~~clinical trials orand ~~spin-out~~unique regulatory pathways. 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 ~~raise~~providing ~~large~~shelf ~~fundraising~~products ~~rounds.~~that ~~However,~~can inbe ~~many~~stored ~~cases~~and ~~they~~made ~~lack~~available on ~~the~~demand. ~~resources~~Their development and ~~the~~production ~~capability~~teams are eager to defit these therapies into the existing well-~~risk their~~known ~~therapeutic~~paradigms. ~~candidates~~This ~~enough~~has proven to be ~~attractive~~extremely ~~for~~challenging, and the result has been approvals of products such ~~fundings~~as CAR-Ts for blood cancers and products for treatment of genetic diseases costing hundreds of thousands of dollars, or ~~partnership~~even over two 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 severely restricted market adoption.

~~Our~~While ~~POCare~~the ~~Network~~biotech isindustry anstruggles ~~alternative~~ to determine the ~~traditional~~best ~~pathway~~way to lower costs of ~~drug~~goods and enable CGTs to scale, the scientific community continues to advance and push the development of such therapies to new heights. ~~Orgenesis~~Clinicians ~~works~~and ~~closely~~researchers ~~with~~are ~~many~~excited by all the new tools such as ~~institutes~~new generations of industrial viruses, big data analysis for genetic and molecular data and technologies including CRISPR, mRNA, etc. isavailable, inoften ~~close~~at ~~contact~~a ~~with~~low ~~researchers~~cost, to perform advanced research in ~~the~~small ~~field~~labs. ~~The~~Most ~~partnerships~~new ~~with~~therapies ~~leading~~arise ~~hospitals~~from ~~and~~academic ~~research~~institutes or small spinouts from such institutes. ~~gives~~Though ussuch research efforts may manage to progress into a ~~deep~~clinical ~~insight~~stage, utilizing lab based or hospital-based asproduction tosolutions, they lack the ~~developments~~resources into continue the ~~field,~~development asof ~~well~~such asdrugs ~~the~~to market ~~potential~~approval. Historically, drug/therapeutic development has required investments of hundreds of millions of dollars to be successful. One significant cause for the ~~regulatory~~high ~~landscape~~cost is that each therapy often requires unique production facilities and ~~optimal~~technologies ~~clinical~~that ~~pathway~~must tobe ~~potentially~~subcontracted or designed and built based ~~bring~~on expensive subcontracting serves. Further, the cost of production during the clinical stage is extremely expensive. Given these financial restraints, researchers and institutes hope to out- license their therapeutic products to ~~market~~large biotech companies or spin-out new companies which is usually an option at a de-risked stage.

~~The~~Orgenesis 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.subsidiaries

The ~~goal~~following ~~of this in-licensing~~ is ~~to quickly adapt such therapies to~~ a ~~point-~~description of- ~~care~~our ~~approach through regional partnerships~~subsidiaries, ~~and~~all toof ~~out-license the~~which ~~products~~are ~~for~~wholly ~~market approval in preferred geographical regions. This approach lowers overall development cost~~owned, ~~through minimizing pre-clinical development costs incurred by us,~~ and ~~through~~their ~~receiving~~area of ~~the additional funding from grants and/or payments by regional partners.~~expertise:

~~Our Therapies~~● Koligo 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. ● Orgenesis CA, Inc. a Delaware corporation, which is currently focused on development ~~subsidiaries~~of ~~are:~~our technologies and therapies in California. ● Orgenesis 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). ● Orgenesis Italy SRL which is currently focused on R&D activities. ● Orgenesis Ltd., an Israeli subsidiary which was focused on R&D and was a provider of R&D management services for out licenced products. (Declared bankrupt by Israeli district court in August 2025.

● Koligo 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.

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

● Orgenesis 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.

● Orgenesis 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).

● Orgenesis 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.

● Orgenesis 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

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

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

●	Octomera LLC, a Delaware corporation, which specializes in providing processing services within the Orgenesis group and to third party customers. Octomera’s current operating subsidiaries, all of which are wholly owned, are:

●	Orgenesis 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.

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

●	Orgenesis Germany GmbH, a German entity.

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

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

●	Octo Services LLC, a Delaware entity.

During 2024, liquidation activities at the following subsidiaries commenced (See note 20):

	●	Orgenesis Korea Co. Ltd
	●	Orgenesis Biotech Israel Ltd
	●	Orgenesis Australia PTY LTD
	●	Orgenesis Belgium SRL
	●	Orgenesis Services SRL

Therapies in Development

~~Our~~Subject to obtaining sufficient capital, we are attempting to advance a diverse pipeline of cell and gene therapies, ~~pipeline~~consisting ~~includes~~of investigational treatments ~~therapies~~ and next-generation technologies ~~that~~aimed ~~have~~at ~~the~~addressing ~~power to transform the way~~ cancer and other unmet clinical needs. ~~are~~Central ~~treated.~~to ~~Our~~this pipeline isare ~~predominantly comprised of personalised~~ personalized autologous cell therapies, ~~meaning~~ ~~that~~where ~~patients receive~~ cells ~~that~~are ~~originate~~derived from ~~their~~the patient’s own body, ~~virtually~~significantly ~~eliminating~~minimizing the risk of an immune ~~response and~~ rejection.

Our ~~promising pipeline focuses on~~ Advanced Therapy Medicinal Products ~~originating~~(ATMPs) ~~from~~are developed through a combination of proprietary ~~internal~~research, strategic joint ventures, and in-licensing agreements with ~~both~~ biotech companies and leading research institutions. ~~Our~~These ~~main~~therapies ~~therapeutic~~have ~~fields~~been ~~encompass~~specifically ~~cell-based~~adapted ~~immuno-oncology,~~and ~~cell-based~~validated ~~drug~~to ~~delivery~~integrate seamlessly with our advanced production platforms, ~~regenerative~~ensuring ~~medicine,~~efficient ~~anti-viral~~manufacturing and ~~autoimmune disease~~delivery.

The following table summarizes ~~our~~the therapies that are included in our future development plans, 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	Pre-clinical	Solid Tumors
Intra Nasal Delivery of Cell based Immunotherapy	Pre-clinical	Drug delivery technology, Glioblastoma
Intra Nasal Delivery of Cell based Immunotherapy	Pre-clinical	Drug delivery technology, Glioblastoma
Metabolic Diseases
KYSLECEL	Market approval in the US	TP-IAT
CellFix	Clinical use	Cartilage Defects
AutoSVF	Clinical development	Systemic ARDS, vascular disorders
MSCP	Pre-clinical	Wound healing
EVRD	Pre-clinical	CKD
KT-DM-103 and KT-CP-203 (3D-Printed Pancreatic Islets)	Pre-clinical	Type 1 diabetes and chronic pancreatitis
Bioxomes	Pre-clinical	Drug Delivery Technology
MSPP	Pre-clinical	Urinary Incontinence
Anti-Viral
RanTop, Ranpirnase Topical Formulation	Clinical development	Anti-viral/ Immune oncology
Autovac	Pre-clinical	Autologous viral vaccine

Therapy	Development Stage	Indication
Immuno-Oncology

HiCAR-T	Hospital exemption/	B-ALL, B-cell Lymphoma
	IND enabling studies
T-LOOP	IND enabling studies	Solid Tumors
MDVAC	IND enabling studies	Solid Tumors
Intra Nasal Delivery of Cell based Immunotherapy	Pre-clinical	Drug delivery technology, Glioblastoma

Metabolic Diseases

KYSLECEL	Clinical use	TP-IAT
CellFix	Clinical use	Cartilage Defects
AutoSVF	Clinical development	Systemic ARDS, vascular disorders

Anti-Viral

Autovac	Pre-clinical	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~~designed ~~with CARs~~ for cancer ~~therapy~~immunotherapy. ~~The~~They ~~premise~~are ofmodified ~~CAR-T immunotherapy is~~ to ~~modify~~produce artificial T-cell ~~cells~~receptors to(CARs) that recognize ~~cancer~~and ~~cells in order to more effectively~~ target ~~and~~cancer ~~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 either from ~~T cells in~~ a patient’s own blood (autologous) or ~~derived~~ from ~~the~~a ~~T cells of another~~ healthy donor (allogeneic). ~~Once~~ ~~isolated~~The ~~from~~process ainvolves ~~person,~~harvesting ~~these~~ T cells, ~~are~~ genetically ~~engineered~~engineering them to express a ~~specific~~ CAR, ~~which~~targeting ~~programs~~specific ~~them~~tumor toantigens ~~target~~and aninfusing ~~antigen that~~them isback ~~present~~into on the ~~surface of tumors~~patient. ~~After~~These ~~CAR-~~engineered T cells ~~are infused into a patient, they~~ act as a “living drug” ~~against~~ ~~cancer~~that ~~cells.~~binds ~~When~~to ~~they~~cancer ~~come~~cells inupon ~~contact~~encountering ~~with~~ their ~~targeted~~target antigen ~~on a cell~~, ~~CAR-T~~activating ~~cells~~them ~~bind~~ to ~~it and become activated, then proceed to~~ proliferate and ~~become~~destroy ~~cytotoxic~~the tumor.

We are developing aan ~~new and~~ advanced anti-CD19 CAR-T therapy for ~~treating~~the treatment of B-cell Acute ~~lymphoblastic~~Lymphoblastic ~~leukemia~~Leukemia (ALL) and other B-cell ~~lymphoma patients~~lymphomas. This ~~platform~~therapy isleverages ~~utilizing~~ a ~~first-in-class~~novel processing technology that enables ~~fast~~rapid delivery ofat ~~this~~a ~~product~~significantly atreduced ~~low~~ cost. This ~~CAR-T~~ ~~platform~~year, ~~technology~~we ~~can~~reported promising ~~potentially be utilized for multi~~real-~~indications~~world ~~beyond~~clinical ~~blood~~data ~~cancer~~from ~~including~~233 ~~for~~patients ~~autoimmune~~in ~~indications. Based~~Asia onwith ~~what~~CD19+ ~~management~~Acute ~~believes~~Lymphoblastic toLeukemia be(B-cell ~~encouraging real world clinical data generated in an investigator initiated trial~~ALL), weshowcasing ~~are~~the ~~prioritizing~~performance ~~cGMP production~~ of our ~~proprietary~~CAR-T ~~viral~~CD19 ~~vector~~therapy. inThe ~~order~~study tohighlights ~~generate~~its ~~clinical~~strong ~~data~~safety toprofile, ~~support~~efficacy, ~~regulatory~~and ~~filings~~cost-effectiveness incompared ~~Europe~~to ~~and~~existing ~~the US~~treatments.

During 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.9

~~CeCART~~Key Real-World Clinical Outcomes of the Therapy:

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

	●	Efficacy: The therapy demonstrated outstanding complete response (CR) rates, achieving 82% in adults and 93% in pediatric patients, underscoring its effectiveness across age groups.
	●	Safety: Severe Cytokine Release Syndrome (CRS) occurred in only 2% of adult patients and 6% of pediatric patients, reflecting a significant safety advantage over conventional CAR-T therapies.

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

8In addition to its clinical performance, the cost-effectiveness of our therapy is further enhanced by our DCP platform. This platform reduces CAR-T production costs from $152,500 to $41,750 per batch—a 73% reduction compared to traditional centralized manufacturing (see graph below). These advancements make our therapy not only clinically superior but also economically accessible, broadening its potential to transform the treatment landscape for B-cell ALL, B-cell lymphomas, and other related conditions.

~~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~~Centralized ~~CAR~~versus ~~construct~~Decentralized ~~optimization,~~Production ~~engineered CAR-T cells using our platform process and demonstrated in vitro efficacy and specificity.~~(DCP)

~~T-LOOP~~*Management ~~(Tumor~~estimates ~~Infiltrating~~based ~~Lymphocytes~~on ~~(TIL))~~internal costing of development batches; Hodgson et. al., Cellares Cost-Benefit, 2023 Analysis

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.

~~During~~We ~~2023, we~~ have ~~completed~~received ~~methods~~approval ~~validation~~from ~~and qualification required for clinical batch production. Moreover,~~ the ~~OMPUL~~Israeli ~~production~~Ministry ~~site in~~of ~~Israel~~Health ~~was qualified~~ to ~~produce~~conduct clinical ~~batches.~~research, ~~Agreement~~marking onan ~~conditions~~important ~~for~~milestone ~~initiation~~in ofadvancing our ~~clinical~~TILs ~~study~~(Tumor-Infiltrating ~~was~~Lymphocytes) ~~reached~~therapy ~~with the Israeli Ministry of Health~~development.

MDVAC

~~Dual~~MDVAC ~~vaccine cell-based cancer immunotherapy~~ (~~MDVAC)~~Dual isVaccine ~~composed of two pre~~Cell-~~activated~~Based ~~APCs~~Cancer ~~(DCs and Macrophages~~Immunotherapy) ~~loaded~~is ~~with~~a ~~allogenic~~novel ~~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~~designed beto target a ~~developed for a~~ wide range of solid tumors. ~~The~~It ~~GMP~~consists ~~production~~of ~~process~~two ~~was~~pre-activated ~~optimized,~~antigen-presenting ~~specificity and~~cells ~~activity~~(APCs)—dendritic ~~tests~~cells ~~were~~(DCs) ~~successfully~~and ~~developed.~~macrophages—loaded with Weallogeneic ~~plan~~whole tocancer ~~initiate~~cell ~~interaction~~lines, ~~with~~thereby ~~regulatory~~maximizing ~~authorities~~the ~~towards~~repertoire ~~finalization~~ of ~~our clinical~~cancer ~~strategy~~antigen presentation.

MDVAC leverages the immune system’s natural ability to recognize and respond to cancer neo-antigens, enhancing the efficacy of cancer immunotherapy. The parallel presentation of cancer antigens promotes improved immune education and enhances the immune system’s ability to recognize tumors, leading to tumor growth arrest and reduced metastasis.

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.

Orgenesis 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 cell-based vaccine platform ~~for~~designed to combat viral infections. ~~The~~through ~~vaccine is based on~~ the ~~use of a specific target for~~ ex vivo induction of ~~autologous~~immune responses. ~~cell-based~~Utilizing ~~vaccine~~specific ~~that~~target antigens, AutoVac enables a rapid ~~response~~and inadaptable ~~times~~response ofduring a viral ~~outbreak~~outbreaks. As part of our initial proof of concept, we are focusing on validating this novel ~~cell-based~~ vaccine platform against Coronavirus ~~disease~~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.

WePreliminary ~~are~~in ~~planning~~vitro tofindings ~~complete~~demonstrated ~~pre-clinical~~successful ~~immunogenicity~~immune ~~studies~~cell activation correlating with antigen expression, confirming its immunogenic potential. Further testing against additional viral pathogens has validated the platform’s specificity, robustness, and ~~finalize~~versatility. ~~product~~This year, ~~development~~we ~~toward~~expanded ~~clinical~~our ~~submissions~~research to explore additional viral targets, including Zika virus, further demonstrating AutoVac’s potential to address a wide range of viral threats.

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.~~

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.

InCurrent ~~addition,~~Development ~~we have collaborations~~ and ~~joint~~processing 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.facilities

Current POCare Therapies Development Facilities

Koligo

Koligo ~~maintains~~has closed down its commercial production facilities for KYSLECEL at an FDA-registered establishment in Indiana. Koligo is ~~also developing new~~currently ~~technologies~~focusing ~~such~~on asupgrading ~~bio-degradable~~its 3Dproduction ~~structure~~ to ~~deliver~~modular ~~islets~~units and ~~other~~identifying ~~cell/tissues.~~additional ~~Koligo also maintains development labs at its Indiana location to support continued development~~locations.

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~~Tissue ~~Israel~~Genesis ~~Subsidiary~~International

The ~~Israel~~Tissue ~~Subsidiary~~Genesis ~~occupies~~Icellator™ ~~400~~is ~~square~~used ~~meters~~to ofisolate ~~labs~~stromal and ~~offices~~vascular infraction ~~Nes~~cells ~~Ziona~~(“SVF”) from a patient’s own (autologous) adipose tissue (fat). The Tissue Genesis Icellators, ~~Israel~~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.

POCare 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.

~~POCare~~Tissue ~~Services~~Genesis ~~Operations~~International ~~via~~(“TGI”) ~~Octomera~~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 Decentralized Production Units.

WeOn ~~currently~~the ~~conduct~~Icellator ~~our~~front, ~~core~~in ~~business~~2024 ~~operations~~TGI ~~ourselves~~continued ~~and~~to ~~through~~service ~~Octomera~~our ~~and~~existing ~~its~~customers ~~subsidiaries~~both ~~which~~domestically ~~are~~and ~~all~~abroad, ~~wholly~~added ~~owned~~new ~~except~~customers, increased asrevenue ~~otherwise~~from ~~stated~~sales, ~~below~~extended ~~(collectively~~shelf-life of existing Icellator inventory, ~~the~~continued ~~“Subsidiaries”).~~Adipase ~~The~~development, ~~following~~and isengaged ain ~~description~~production of a ~~Octomera~~new ~~and~~lot ~~its~~of ~~subsidiaries:~~disposables.

~~Octomera~~TGI ~~LLC~~includes the integration of our development projects, foremost among them the Control Tower for automation of cGMP cell and gene therapy inside Decentralized Production Units. In 2024 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.

InTheracell 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.Laboratories

OnTheracell ~~June 30~~Laboratories, ~~2023,~~located in ~~connection with an additional $1~~Greece,~~000~~ ~~investment~~specializes inon ~~Octomera,~~developing ~~the~~and ~~Company~~processing ~~and~~innovative MMcell ~~entered~~therapies ~~into~~for ~~Amendment~~our Nocustomers. 1It towas ~~the~~designated ~~Second~~as ~~Amended~~a ~~and Restated Limited Liability Company Agreement (the~~ “~~LLC~~Priority ~~Agreement~~Investment ~~Amendment”) to change the name~~ of ~~Morgenesis to~~Strategic ~~“Octomera~~National ~~LLC~~Importance” ~~and~~by toEnterprise ~~amend~~Greece, ~~Morgenesis’ board composition. Pursuant to~~ the ~~LLC~~official ~~Agreement~~Greek ~~Amendment,~~national ~~the board of~~investment ~~managers~~and oftrade ~~Octomera~~promotion ~~(the “Octomera Board”) became comprised of five managers~~agency, ~~two of~~ which ~~were~~is ~~appointed~~responsible byfor the ~~Company, one~~allocation of ~~which~~Greek ~~was~~government anfunding. ~~industry~~As ~~expert~~a ~~appointed~~result ~~by MM, and two~~ of ~~which~~this ~~were~~designation, ~~appointed by MM. The change was effective immediately. As~~Theracell awill ~~result~~be ofinducted ~~the~~into ~~amendment~~Greece’s tofast-track ~~the~~licensing ~~composition~~and ofapproval ~~the~~process. ~~Octomera~~This ~~Board~~is ~~pursuant~~expected to ~~the~~help ~~LLC~~advance ~~Agreement~~development ~~Amendment~~and ~~described above, the~~clinical ~~Company~~use ~~deconsolidated Octomera from its consolidated financial statements as~~ of ~~June~~our 30CGT, ~~2023 (“date~~subject ofto ~~deconsolidation”)~~regulatory ~~and recorded its equity interest in Octomera as an equity method investment~~requirements.

OnServices ~~January~~offered ~~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:~~Octomera

~~Royalty~~The ~~Payments:~~services Ifthat Octomera ~~and~~offers ~~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.~~ include:

~~Milestone Payments:~~● IfDevelopment, ~~the~~adaptation, ~~Company~~and ~~sells~~optimization ~~Octomera~~of therapy production processes within ~~ten~~decentralized ~~years~~production ~~from~~platforms, ~~the~~including ~~date~~bio-isolators, prefabricated clean rooms. ● Adaptation of automation and closed systems to serviced therapies. ● Incorporation of the ~~Closing~~serviced attherapies acompliant ~~price~~with ~~that~~GMP isin ~~more~~the ~~than~~Decentralized ~~$40~~Production ~~million~~Units ~~excluding consideration~~that ~~for~~we ~~certain~~designed ~~Excluded~~and ~~Assets~~built. as● ~~per~~Tech ~~the~~transfers ~~UPA,~~and training of local teams for the ~~Company~~serviced ~~shall~~therapies. ~~pay~~● ~~Seller~~Processing 5%and supply of the ~~net~~therapies ~~proceeds.~~and required supplies under GMP conditions within our DCP including required quality control testing; and

~~Pursuant~~The toprocessing ~~the~~services ~~acquisition,~~are ~~MM’s~~performed ~~designated~~throughout ~~members~~our ofdecentralized ~~the~~hubs ~~Board~~that ofprovide ~~Managers~~harmonized ofand ~~Octomera~~standardized ~~resigned~~services ~~and~~to ~~the~~customers. ~~Company~~We believe ~~amended~~this ~~the~~approach ~~Second~~is ~~Amended and~~in ~~Restated~~line ~~Limited~~with ~~Liability~~current ~~Company~~regulatory ~~Agreement~~guidelines ofregarding ~~Octomera~~decentralized toproduction beand aprovides ~~single~~an ~~member~~efficient ~~agreement~~and scalable pathway for CGT therapies to ~~reflect~~reach ~~the~~patients ~~transactions~~rapidly ~~contemplated by~~at ~~the~~lowered ~~UPA~~costs. soOur ~~that~~Services MMare ~~shall~~designed noto ~~longer~~allow ~~(i)~~rapid becapacity aexpansion while ~~party~~integrating new technologies to ~~such~~bring ~~agreement~~together patients, ~~(ii)~~doctors ~~have~~and aindustry ~~right~~partners towith ~~appoint~~a ~~members~~goal of ~~the~~achieving ~~board~~standardized, ~~of managers~~regulated ofclinical ~~Octomera~~development orand ~~(iii)~~production ~~be a member~~ of ~~Octomera~~therapies.

The Company currently owns 100% of Octomera.

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

● Orgenesis 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. ● Tissue Genesis International LLC, a Texas limited liability company currently focused on development of our technologies and therapies. ● Orgenesis Services SRL, which is currently focused on expanding our POCare Network in Belgium. ● Orgenesis Germany GmbH, which is currently focused on providing CRO services to the POCare Network. ● Orgenesis Korea Co. Ltd., which is a provider of cell-processing and pre-clinical services in Korea. Octomera owns 94.12% of the Korean Subsidiary. ● Orgenesis Biotech Israel Ltd., which is a provider of process development and cell-processing services in Israel. ● Orgenesis Australia PTY LTD, which was transferred to Octomera in January 2023 and is currently focused on the development of our POC Network in Australia. ● Theracell 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~~Decentralized Production Platforms, 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~~our ~~OMPUL~~platform. The use of anour ~~OMPUL~~platform 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~~Decentralized Production Units. 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 Decentralized Production Units and 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~~Notable ~~are~~2024 ~~diagrams of an OMPUL and partial interior for illustrative purposes only.~~Activities

WeOn ~~have~~January ~~finalized~~29, or2024, ~~are in~~ the ~~process~~Company ofand ~~finalizing~~Metalmark ~~the~~Capital ~~development~~Partners of(“Metalmark” ~~several~~or ~~POCare~~“MM”) ~~Centers~~entered ~~and~~into ~~adapting~~a toUnit Purchase Agreement (the ~~local~~“MM ~~requirements~~UPA”), ~~of each~~pursuant ~~POCare~~to ~~Center~~which ~~with~~ the ~~target~~Company ofacquired ~~achieving~~all aof ~~capacity~~the topreferred ~~process~~units ~~and~~of ~~supply~~Octomera ~~CGTs~~LLC ~~per~~(“Octomera”) previously ~~production~~owned ~~contracts.~~by AsMM we(the ~~expand~~“MM ~~operations~~Acquisition”), we ~~expect~~and effective that ~~the~~date, ~~OMPUL~~reconsolidated ~~setup~~Octomera ~~costs~~into ~~will~~its ~~decline~~accounts. ~~over~~The ~~time.~~Company currently ~~Most~~owns 100% of ~~our~~the ~~POCare~~equity ~~revenue~~interests toof ~~date~~Octomera. isThe inCompany ~~support~~had ofpreviously, ~~the~~from ~~implementation~~June ~~of technologies~~30, ~~and~~2023 ~~therapies~~(“date inof ~~the~~deconsolidation”), deconsolidated ~~OMPULs~~Octomera ~~and~~from ~~production~~its atconsolidated ~~the~~financial ~~POCare Sites~~statements.

WeOn ~~have~~April ~~established~~5, ~~POCare~~2024, ~~Centers~~the inCompany ~~several~~entered ~~locations~~into ~~globally,~~an inAsset ~~which~~Purchase weand ~~perform~~Strategic ~~process~~Collaboration ~~development~~Agreement ~~and~~(the ~~manufacturing~~“Purchase ~~activities for~~Agreement”) ~~several~~with ~~types~~Griffin ofFund ~~CGT~~3 ~~products~~BIDCO, Inc., ~~For example~~(“Germfree”), infor ~~Israel,~~the ~~our~~sale ~~POCare~~by ~~Center~~the ~~includes~~Company ~~process~~of ~~development~~five ~~and~~OMPULs QCto ~~labs~~Germfree, aswhich ~~well~~will asbe ~~OMPULs~~incorporated ~~located~~into atGermfree’s alease ~~hospital~~fleet ~~site~~and inleased ~~the~~back ~~center~~to ofthe ~~Israel~~Company ~~and~~or anto ~~additional~~third-party ~~OMPUL~~lessees indesignated ~~preparation~~by ~~for~~the ~~an additional hospital~~Company. InOn ~~these~~November ~~OMPULs~~5, ~~we currently manufacture TILs and CAR-T therapies. In Greece~~2024, ~~our~~Germfree ~~POCare~~notified ~~Center~~the ~~includes~~Company ~~three~~of ~~OMPULs~~its ~~installed~~intention innot ~~place~~to ~~and~~lease aany ~~process development~~OMPULS ~~lab,~~back ~~currently~~to ~~servicing~~the ~~two customers~~Company. ~~Our~~Germfree ~~POCare~~confirmed ~~Center~~that init ~~Maryland,~~has ~~USA, includes an operating process development lab.~~satisfied Weits ~~are~~obligations ~~also~~to ~~establishing~~the ~~cleanroom-based~~Company ~~facility~~under ~~funded~~the byPurchase aAgreement. ~~government~~On ~~grant.~~June In13, ~~Spain~~2025 wethe ~~have~~Company anand ~~OMPUL~~Germfree ~~producing~~resolved aall ~~clinical~~remaining ~~grade~~differences ~~product~~between themselves.

~~POCare~~On ~~Services~~May ~~Development~~21, ~~Facilities~~2024, the Company entered into debt exchange agreements with three convertible debt holders pursuant to which a total of $16,007,372 of outstanding principal and accrued interest was exchanged for an aggregate of 1,577,695 shares of common stock of the Company. On July 10, 2024, the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Broaden Bioscience and Technology Corp. (“Broaden”) for the purchase by the Company of the following assets (the “Assets”): The process and algorithms developed by Broaden for processing CAR-T, RACE CAR-T and all oncology products that will enable the Company to develop and sell treatments to third parties, which include Broaden’s rights, title and interests in and to all intellectual property, including, but not limited to, patents, patent applications, know-how, materials, licenses, permits and approvals related thereto.

~~OBI~~On July 12, 2024, the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Theracell Advanced Biotechnology S.A, Theracell Advanced Biotechnology LTD and IDNA Genomics Public Limited (collectively, “Theracell”) for the purchase by the Company of the following assets (the “Assets”) owned by Theracell: 1) 50% of the outstanding ownership rights and equity interests in Theracell Laboratories IKE (“Theracell IKE”) not currently owned by the Company so that the Company shall own 100% of the outstanding equity interests of Theracell IKE; and 2) Certain products (the “Products”), which include: (i) the manufacturing processes, algorithms, work instructions, test methods, standard operating procedures and specifications for producing Tumor Infiltrating Lymphocytes (“TILs”) that meet current Good Manufacturing Practice (cGMP) requirements that will enable the Company to potentially use this product as a platform for treating a wide variety of solid tumors; (ii) a 3rd generation GMP lentivirus production process, which is part of a therapy manufacturing process that will enable the Company to potentially treat Beta Thalassemia therapies; (iii) an oncolytic virus cell carrier platform which will enable the Company to potentially develop treatments for an array of cancers; (iv) a process for the potential treatment of mesenchymal stem cells for kidney disorders; (v) a process for controlled isolation of regenerative EVs derived from mesenchymal stem cells for the potential treatment of kidney disorders; and (vi) bioxome encapsulated APIs for improved transdermal delivery and bioavailability for the potential treatment of atopic dermatitis/wound healing; including Theracell’s rights, title and interests in and to all intellectual property, including, but not limited to, patents, patent applications, know-how, materials, licenses, permits and approvals.

~~OBI~~On isOctober ~~our specialized process and technology development wholly-owned subsidiary focused on custom-made process development~~19, ~~upscaling design from lab to industry innovation and automation procedures~~2024, ~~which~~Mark ~~are~~Goodman ~~extremely~~resigned ~~essential~~as ina ~~the~~director ~~cell~~of ~~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 industrializationCompany, ~~process~~On ~~development capabilities~~October ~~and proficiency~~28, ~~custom-made engineering and a unique platform for creative design and process optimization. OBI occupies 1~~2024,~~300~~ ~~square meters of labs and offices resulting in an efficient and unique environment for cell therapy development. In connection with~~ the ~~sales~~Board of ~~our~~Directors ~~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~~Company, ~~we agreed~~following ~~that OBI will not manufacture products on a contract basis for third-party customers in any jurisdiction other than~~ the ~~State~~recommendation of ~~Israel, but it may conduct such CDMO business in~~ the ~~State~~Nominating ofand ~~Israel,~~Corporate ~~solely~~Governance ~~for~~Committee ~~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~~Board, ~~worldwide,~~elected ~~(i)~~Adam ~~point-of-care system~~Pelavin, ~~point-of-care~~Jagannathan ~~products~~Bhalaji, ~~point-of-care systems, point-of-care processing,~~ and ~~point-of-care~~ ~~development~~Santhosh ~~services~~Nagaraj ~~for the development, manufacturing or processing of therapeutics, processes, systems and technologies~~ to ~~treat~~serve ~~patients in~~as amembers ~~point-~~of~~-care~~ ~~clinical,~~the ~~hospital~~Board. orOn ~~institutional~~December ~~setting~~24, ~~any future point-of-care services substantially related to the foregoing~~2024, ~~and~~ ~~advanced~~Jagannathan ~~therapy~~Bhalaji ~~medicinal~~resigned ~~products~~as ~~either proprietary to us or our affiliates or proprietary to~~ a ~~third-party~~director ~~partner~~of ~~(including a~~the ~~joint~~Company. ~~venture partner) or collaborator, which includes research, development, systems, manufacturing and processing of therapeutic~~On ~~technology~~August ~~products~~9, ~~systems~~2025, ~~and~~Yaron ~~processes,~~Adler ~~methods or services~~ and ~~(ii)~~Adam ~~research,~~Pelavin ~~manufacturing,~~resigned ~~development~~as ~~and~~directors ~~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~~Company. ofOn ~~their third-party~~August ~~partners (including joint venture partners) or collaborators (including such therapeutic products~~18, ~~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~~2025, ~~developed, manufactured~~Santhosh orNagaraja ~~sold~~resigned by as a ~~joint~~director ~~venture, partnership or collaboration between us or any~~ of ~~our~~the ~~affiliates and a third-party (individually and collectively, “Permitted Business”)~~Company.

On August 8, 2025, Mr. Victor Miller, the Chief Financial Officer, Treasurer and Secretary of the Company resigned. Vered Caplan assumed the role of the principal financial and accounting officer following his resignation.

On ~~February~~March 1410, ~~2024~~2026, ~~following a claim for payment of past salaries due, by employees of Orgenesis Biotech Israel Limited (“OBI”),~~ the ~~district~~Company ~~court in Haifa~~ appointed aDouglas ~~trustee~~Karriker toas ~~run~~its ~~the~~Chief ~~affairs~~Financial ofOfficer, ~~OBI~~Treasurer ~~with the intention of rehabilitating OBI to be able to operate~~ and ~~pay~~Secretary, ~~OBI’s~~effective ~~creditors~~March ~~under~~10, ~~an arrangement with them~~2026.

On November 8, 2024, the two Belgian subsidiaries of the Company, viz. Orgenesis Belgium SRL and Orgenesis Services SRL (“the Belgian subsidiaries”), petitioned the Liège Business Court in Belgium (“Court”) for allowing their judicial reorganization pursuant to Article XX.41 of the Belgian Code of Economic Law. The petition follows the current inability of the Belgian subsidiaries ~~Korean~~to ~~Subsidiary~~pay employee payroll expenses and accounts payable. The Court ordered the liquidation of the two subsidiaries, which were deconsolidated from the Company’s accounts.

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.

Tissue 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.

Tissue 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.

Orgenesis Services SRL

Orgenesis 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.

Theracell Laboratories

Theracell 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.

Pursuant 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.

Revenue 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.

●	POCare 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:

	Years Ended December 31,
Revenue stream:	~~2023~~2024		~~2022~~2023
	(in thousands)
POCare development services	$	-	$	~~14,894~~-
Cell process development services and hospital services		~~515~~1,020		~~11,212~~515
POCare cell processing		-		9,919
License fees		15		15
License fees		15		-
Total	$	1,035	$	530
Total	$	530	$	36,025

Liquidity

We do not currently have sufficient funds to service our operations and our expenses and other liquidity needs and require additional capital immediately, and our independent registered public accountants and management have expressed substantial doubt as to our ability to continue as a going concern.

As of December 31, 2024 and 2023, we had cash and cash equivalents of approximately $0.1 million and $0.8 million, respectively, and working capital deficits of approximately $26 million and $12 million, respectively. We continue to incur significant expenses in connection with operating as a public company. As of December 31, 2024 and 2023, we had accounts payable and accrued expenses of $12.8 million and $8.7 million, respectively.

We had approximately $65.8 million in outstanding debts as of December 31, 2024, inclusive of the calculated fair market value, and not the actual repayment amount, of our convertible loans, revolving line of credit, loans with related parties, and other debt obligations. In September 2025, we repaid $6.3 million of this outstanding debt.

We intend to continue to seek delays on certain payments and explore other ways of potentially reducing expenses with the goal of preserving cash until additional financing is secured. These efforts may not be successful or sufficient in amount or on a timely basis to meet our ongoing capital requirements. We continue to actively seek additional financing. In the absence of additional sources of liquidity, we do not have sufficient existing cash resources to meet operating and liquidity needs. However, there is no assurance that we will be able to timely secure such additional liquidity or be successful in raising additional funds or that such required funds, if available, will be available on acceptable terms or that they will not have a significant dilutive effect on our existing stockholders. In addition, we are unable to determine at this time whether any of these potential sources of liquidity will be adequate to support our operations or provide sufficient cash flows to us to meet our obligations as they become due and continue as a going concern. In the event we determine that additional sources of liquidity will not be available to us or will not allow us to meet our obligations as they become due, we may need to file a voluntary petition for relief under the United States Bankruptcy Code in order to implement a restructuring plan or liquidation. In addition, substantial doubt about our ability to continue as a going concern may cause investors or other financing sources to be unwilling to provide funding to us on commercially reasonable terms, if at all. If sufficient funds are not available, we will have to delay, reduce the scope of, or eliminate some or all of our business activities, which would adversely affect our business prospects and our ability to continue our operations.

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~~nineteen (3219) United States patents, ~~eighty-seven~~twenty one (8721) foreign-issued patents, ~~twelve~~ sixteen (1216) pending patent applications in the United States, ~~fifty~~twenty ~~three~~seven (5327) 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~~Africa. ~~These~~ These patents and patent applications relate, among others, to (1) dendritic cell based (whole cell) vaccines, and their use for treating ~~cancer~~ 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~~Sterile ~~for~~bio-processing ~~cell~~system ~~culture and automated devices~~ for ~~supporting~~culturing ~~cell therapies~~cells; (7) chimeric antigen receptors (CARs); (8) Mobile Processing Units; (9) Cell-delivery devices; and (10) skin diseases treatment and anti-aging compositions.

18We have two granted U.S. patents 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. The granted U.S. patents will expire in 2037.

We have a granted ~~U.S. patent~~ and a pending U.S. patent ~~application~~applications directed, among others, to ~~dendritic~~compositions ~~cell-based~~comprising ~~(whole~~Ranpirnase ~~cell) vaccines,~~ and ~~their~~other ~~use~~ ribonucleases for ~~treating~~the ~~cancer~~treatment ~~and~~of viral diseases. IfGranted U.S. patents and if issued, any patents based on these applications will expire inbetween 2024 ~~2037~~and 2042. ~~The~~Counterpart granted patents and patents applications were filed in Australia, Canada, China, Europe, Hong Kong, Japan, UMexico, New Zealand, South Korea, Russian Federation, Singapore, and South Africa.S. ~~patent~~If issued, any patents based on these applications will expire inbetween ~~2037~~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 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.17

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, and 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 a pending U.S. patent ~~applications~~application directed, among others, to ~~compositions~~immune ~~comprising~~cell-based ~~ribonucleases~~vaccines ~~and~~comprising ~~antibodies~~antigens oragainst ~~bioxomes, and~~Coronavirus ~~their~~Disease ~~use~~2019 ~~for treating viral diseases, including~~ (COVID-19). ~~Counterpart~~A counterpart patent application was also filed in ~~Israel~~Europe. If issued, any patents based on these applications will expire in ~~2042~~2043, 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 granted U.S. patent and a pending ~~International~~U.S. ~~PCT~~patent application, directed, among others, to ~~compositions~~bioreactors ~~comprising~~for ~~immune~~cell ~~cells~~culture and automated devices for ~~treating~~supporting ~~COVID-19~~cell therapies. ~~If converted~~The ~~into~~granted ~~national~~U.S. ~~phase~~patents ~~applications~~will ~~and~~expire in 2027. If issued, any patents based on ~~these~~pending applications will expire in ~~2042~~2041. Counterpart patent applications were filed in Israel, ~~without~~Japan, ~~including any~~and ~~patent~~Mexico. ~~term~~Patents ~~extensions~~were ~~that~~granted ~~might~~in beKorea, ~~available~~China ~~following~~and Canada ~~the~~and ~~grant~~will ofexpire ~~marketing~~in ~~authorizations~~2027.

We have ~~granted U.S. patents and~~ a ~~granted AU patent,~~ pending U.S. patent ~~applications,~~application directed, among others, to ~~bioreactors~~tumor ~~for~~infiltrating ~~cell culture~~lymphocytes (TILs) and ~~automated~~their ~~devices~~use for ~~supporting~~treating ~~cell therapies~~cancer. If ~~The~~issued, ~~granted U.S.~~ patents will expire in ~~2027~~2042, ~~and~~without ~~the~~including ~~granted~~any AU patent ~~will~~ ~~expire~~term inextension ~~2026.~~that Ifmight ~~issued,~~be ~~any~~available ~~patents~~following ~~based~~the ongrant ~~these~~of ~~applications will expire in 2042. Counterpart patent applications were filed~~marketing ~~in Australia, Europe, Israel, and Korea~~authorizations.

We have a pending USU.S. patent application directed, among others, to a sterile bio-processing system for culturing cells and methods for culturing cells, such as tumor infiltrating lymphocytes (TILs). ~~and~~Counterpart ~~their~~patent ~~use~~applications ~~for~~were ~~treating~~filed ~~cancer~~in China and Europe. If issued, ~~patents~~any patent ~~will~~based on this application would expire in ~~2042~~2044, 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~~ patent term extensions that might be available following the grant of marketing authorizations.

We have a pending ~~International~~U.S. ~~PCT~~patent application directed, among others, to methods of treating cancer or CNS-related diseases by intranasal ~~administration~~ 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. A counterpart patent application was filed in Europe.

We have two pending U.S. patent ~~application~~applications and a pending ~~international~~European patent application, directed, among others, to chimeric antigen ~~receptors~~ receptors (CARs), and their use for treating malignancies. Counterpart patent applications were filed in China and Hong-Kong. If issued, any patents based on the U.S. applications would expire in ~~2040~~ 2042 or ~~2042~~2043, without including any patent term extensions that might be available following the grant of marketing authorizations.

19We have a pending U.S. patent 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 issued, any patents based on this application would expire in 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 β-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 β-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.

We have one U.S. patent application relating to hydrogel compositions (co-applicants).

We have two U.S. patent applications and two EP patent applications relating to adipose derived treatments (co-applicants).

We have a pending U.S. patent application and a pending EP patent application directed, among others, to Mobile Processing Units.

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.

POCare 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:

●	Pre-clinical 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.

In 2024, the FDA’s regulatory landscape for cell and gene therapies (CGTs) continues to evolve with an increased emphasis on accelerated approval pathways and flexibility in clinical trial endpoints. The FDA’s Center for Biologics Evaluation and Research (CBER) is prioritizing fast-track approval options, particularly for rare diseases, through the use of surrogate or intermediate clinical endpoints supported by biomarker data and animal models. https://www.fda.gov/

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.

In 2024, the European regulatory framework for cell and gene therapies (CGTs) continues to emphasize innovation while maintaining rigorous standards to ensure safety and efficacy. The European Medicines Agency (EMA) remains focused on adaptive pathways and flexibility in approving CGTs, particularly through mechanisms such as conditional marketing authorizations and adaptive licensing to expedite patient access while awaiting full clinical validation. https://core-reference.org/news-summaries/march-2024/

Clinical 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.

2221

Human Capital Resources

As of December 31, ~~2023~~2024, we, ~~including Octomera,~~ had an aggregate of ~~146~~77 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.

Compensation 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 numbers with our total workforce being approximately 5544% women, 1214% ethnically diverse and 5161% 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~~an Audit Committee ~~Chair~~member 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 (http://www.orgenesis.com) 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.”~~22

During 2024 and 2025, we experienced significant changes in the trading status of our common stock. Following the delisting of our common stock from the Nasdaq Capital Market, our common stock began trading on the OTCQX operated by the OTC Markets Group, Inc. (“OTC Markets”) beginning on October 21, 2024. On June 3, 2025, following delays in our Exchange Act filings and the expiration of the applicable grace period, OTC Markets moved the trading of our common stock from OTCQX to the Pink Limited tier. On July 29, 2025, due to further delays in our Exchange Act filings, OTC Markets moved the trading of our common stock from OTC Pink Limited to the OTC Expert Market tier. As a result, public access to bid and ask prices and trading volume information became restricted, and most investors are not able to easily trade our common stock during this period. Despite these developments, our common stock remains tradable, with pricing information accessible to brokers and market makers. We are actively working to complete and file all required periodic reports to regain compliance with our Exchange Act reporting obligations. We intend to reapply for listing on the OTCQX Market as soon as we become current in our SEC filings. Our common stock is currently traded on the OTC Expert 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 management, as of December 31, 2024, and our independent registered public accounting firm, in its report on our financial statements as of and for the fiscal year ended December 31, 2024, have concluded that there is substantial doubt as to our ability to continue as a going concern. ● 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. ● We are not profitable as of December 31, 2024, 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 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.23

● Our success depends on our ability to develop and grow our paradigm-shifting decentralized approach to CGT therapies utilizing an automated and/or closed approach validated for compliant production at or near the patient care site (“Decentralized Cell Processing or DCP Platform”) and Octomera’s cell processing business. ● Our success depends on our ability to develop and roll out our Decentralized Production Units and 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 ~~not~~increasingly ~~profitable~~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 ~~December~~our 31product candidates is complex, ~~2023~~and we may encounter difficulties in production, ~~have~~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 ~~cash~~number ~~flow~~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, ~~unless~~we may not be able to generate product revenue. ● There can be no assurance that we ~~increase~~will ~~revenues~~be able to develop in-house sales and ~~take~~commercial ~~advantage~~distribution ofcapabilities or establish or maintain relationships with third-party collaborators to successfully commercialize any ~~commercial~~product ~~opportunities~~in ~~that~~the ~~arise~~United States or overseas, and as a result, we may not be able to ~~expand~~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 ~~POCare~~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, ~~the~~and ~~perceived~~will ~~value~~continue ofto have, a significant impact on our ~~company~~business, especially our product development, manufacturing and distribution capabilities. ● Third parties to whom we may ~~decrease~~license or transfer development and ~~our~~commercialization ~~stock~~rights ~~price~~for ~~could~~products covered by intellectual property rights may not be ~~affected~~successful ~~accordingly~~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 October 7, 2023 attack by Hamas and other terrorist organizations from the Gaza Strip and Israel’s war against them, may affect certain of our operations.

● 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~~We ~~can~~have beidentified noa ~~assurance~~material ~~that~~weakness wein ~~will~~our beinternal ~~able~~control toover ~~develop~~financial ~~in-house~~reporting. ~~sales~~Failure to achieve and ~~commercial~~maintain ~~distribution~~effective ~~capabilities~~internal orcontrols ~~establish~~over orfinancial ~~maintain~~reporting ~~relationships~~could ~~with~~adversely ~~third-party~~affect ~~collaborators~~our ability to ~~successfully~~report ~~commercialize~~our ~~any~~results ~~product~~of inoperations ~~the~~and ~~United~~financial ~~States~~condition oraccurately ~~overseas~~and in a timely manner, which could have an adverse impact on our business. ● Our securities have been delisted from Nasdaq and ascurrently atrade ~~result~~on the OTC Expert Market, wewhich ~~may~~could make it difficult to trade our common stock. ● We have not bebeen able, and may continue to ~~generate~~be ~~product~~unable, ~~revenue~~to timely file periodic reports with the SEC.

● 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~~We ~~POCare~~do ~~business~~not ~~has~~currently ahave ~~limited~~sufficient ~~operating~~funds ~~history~~to ~~and~~service anour ~~unproven~~operations ~~business model~~ and ~~faces~~our ~~significant~~expenses ~~challenges~~and asother ~~the~~liquidity ~~cell~~needs ~~therapy~~and ~~industry is~~require ~~rapidly~~additional ~~evolving~~capital immediately. Our ~~prospects~~management, ~~may~~as beof ~~considered~~December ~~speculative~~31, 2024, and ~~any~~our ~~failure~~independent toregistered ~~execute~~public ~~our~~accounting ~~business~~firm, ~~strategy~~in ~~could~~its ~~adversely~~report ~~impact~~ on our ~~operations~~financial statements as of and for the ~~price~~fiscal ofyear ended December 31, 2024, have concluded that there is substantial doubt as to our ~~common~~ability ~~stock~~to continue as a going concern.

We do not currently have sufficient funds to service our operations and our expenses and other liquidity needs beyond [DATE] and require additional capital immediately, and our independent registered public accountants and management have expressed substantial doubt as to our ability to continue as a going concern.

Our audited financial statements for the fiscal year ended December 31, 2024 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, 2024, 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 reliant on Alpha Prosperity Fund SPC for our immediate capital needs and will require shareholder approval to receive up to an additional $2,750,000 upon the exercise of certain warrants, which we may not be able to obtain. We intend to continue to seek delays on certain payments and explore other ways of potentially reducing expenses with the goal of preserving cash until additional financing is secured. These efforts may not be successful or sufficient in amount or on a timely basis to meet our ongoing capital requirements. We continue to actively seek additional financing. In the absence of additional sources of liquidity, we do not have sufficient existing cash resources to meet operating and liquidity needs. However, there is no assurance that we will be able to timely secure such additional liquidity or be successful in raising additional funds or that such required funds, if available, will be available on acceptable terms or that they will not have a significant dilutive effect on our existing stockholders. In addition, we are unable to determine at this time whether any of these potential sources of liquidity will be adequate to support our operations or provide sufficient cash flows to us to meet our obligations as they become due and continue as a going concern. In the event we determine that additional sources of liquidity will not be available to us or will not allow us to meet our obligations as they become due, we may need to file a voluntary petition for relief under the United States Bankruptcy Code in order to implement a restructuring plan or liquidation. In addition, substantial doubt about our ability to continue as a going concern may cause investors or other financing sources to be unwilling to provide funding to us on commercially reasonable terms, if at all. If sufficient funds are not available, we will have to delay, reduce the scope of, or eliminate some or all of our business activities, which would adversely affect our business prospects and our ability to continue our operations.

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 tofaces ~~further the development of ATMPs are subject to~~ significant challenges. ~~Although~~as wethe ~~have~~cell ~~sufficient~~therapy ~~capital resources~~industry ~~for~~is ~~the~~rapidly ~~next~~evolving. 12Our ~~months~~prospects ~~and the foreseeable future, we~~ may ~~not~~ be ~~able~~considered tospeculative ~~implement~~and ~~our~~any ~~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~~ impact our ~~ability~~operations ~~to successfully grow our POCare business~~ and ~~develop cell therapy product candidates, which could cause~~ the ~~value~~price of ~~your investment in~~ our common stock ~~to decline~~.

Our ~~management,~~POCare asbusiness ofhas ~~December~~a ~~31,~~limited ~~2023,~~operating history and ~~our~~an ~~independent~~unproven ~~registered~~business ~~public~~model. ~~accounting~~Our ~~firm,~~plans into ~~its~~continue ~~report~~to ongrow our ~~financial~~POCare ~~statements~~cell therapy asbusiness of and ~~for~~to further the ~~fiscal~~development ~~year~~of ~~ended~~ATMPs ~~December~~are 31subject to significant challenges, ~~2023~~including having sufficient cash resources to support our operations. In addition, ~~have~~we ~~concluded~~may ~~that~~not ~~there~~be isable ~~substantial~~to ~~doubt~~implement asour 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 ~~continue~~successfully asgrow our POCare business and develop cell therapy product candidates, which could cause the value aof ~~going~~your ~~concern~~investment in our common stock to decline.

~~Our~~We ~~audited~~are ~~financial~~not ~~statements~~profitable ~~for~~as ~~the~~of ~~fiscal year ended~~ December 31, ~~2023 were prepared assuming that we will continue as a going concern.~~2024, ~~The~~have ~~going~~limited ~~concern~~cash ~~basis~~flow ofand, ~~the~~unless ~~presentation assumes that~~ we ~~will~~increase ~~continue~~revenues ~~in operation for the foreseeable future~~ and ~~will~~take beadvantage ~~able to realize our assets and satisfy our liabilities in the normal course~~ of ~~business and do not include~~ any ~~adjustments~~commercial toopportunities ~~reflect the possible future effects on the recoverability and classification of assets or amounts and classification of liabilities~~ that ~~may~~arise ~~result from our inability~~ to ~~continue~~expand ~~as a going concern. As of December 31, 2023,~~ our ~~management concluded that, based on expected operating losses~~POCare ~~and negative cash flows~~business, ~~there is substantial doubt about our ability to continue as a going concern for~~ the ~~twelve~~perceived 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~~of ~~those assets are carried on~~ our ~~financial~~company ~~statements, and it is likely that our stockholders~~ may ~~lose~~decrease ~~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~~stock ~~continue~~price ascould ~~a going concern, investors or other financing sources may~~ be ~~unwilling~~affected ~~to provide additional funding on commercially reasonable terms or at all~~accordingly.

WeFor ~~are~~the ~~not~~year ~~profitable~~ended December 31, 2024 and as of ~~December~~the ~~31,~~date ~~2023~~of this report, we assessed our financial condition and concluded that based on current ~~have~~and ~~limited~~projected cash ~~flow~~resources and commitments, ~~unless~~there weis ~~increase~~a ~~revenues~~substantial ~~and~~doubt ~~take~~about ~~advantage~~our ability to continue as a going concern to meet our current operations for the next 12 months from the date of ~~any~~this ~~commercial~~report. ~~opportunities~~Our ~~that~~auditor’s ~~arise~~report for the year ended December 31, 2024 includes a going concern opinion on the matter. Management is unable to ~~expand~~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 2025. 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 ~~may~~will ~~decrease~~increase. ~~and~~In the event that we are unable to generate significant revenues in our POCare business, our business and stock price could be ~~affected~~adversely ~~accordingly~~affected.

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

● developing 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; ● developing 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; ● developing 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~~2024, we, ~~including Octomera,~~ employed ~~146~~77 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, the lack of liquidity in our common stock 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~~October 7, 2023 attack by Hamas and other terrorist ~~organizations~~ 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:

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

●	collaborators may not perform their obligations as expected;
●	collaborators 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;
●	collaborators 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;
●	collaborators could fail to make timely regulatory submissions for a product candidate;
●	collaborators may not comply with all applicable regulatory requirements or may fail to report safety data in accordance with all applicable regulatory requirements;
●	collaborators 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;
●	collaborators 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
●	collaborators 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;

● ~~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;

● Changes 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

● Changes 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;

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●	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;

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● 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~~laws. 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.34

35Numerous 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 EU General Data Protection Regulation (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.

Significant 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).

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●	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.

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 Decentralized Production Units or OMPULs (“DPU & Os”)

We may not be able to operate our ~~OMPULs~~DPU & Os in all cities or desired locations and the sizes and use of our laboratories in such ~~OMPULs~~DPU & Os 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~~DPU & Os can be located and the ~~extent~~ extent of their size and use. In addition, international, federal, state and local environmental and other administrative and licensing ~~regulations~~ regulations could restrict the ability of the ~~OMPULs~~DPU & Os to connect with local power, water, sewer, and other infrastructure. Our success depends on our ability to develop and roll out our ~~OMPULs~~DPU & Os 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~~DPU & Os which would affect our ability to conduct and grow our business.

If our existing ~~OMPULs~~DPU & O 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~~DPU & Os. Our facilities and equipment could be ~~harmed~~ 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~~ history of use of ~~OMPULs~~DPU & Os and the ~~OMPULs~~DPU & Os are still in the development stage, we are unable to predict the normal wear and tear on such ~~OMPULs~~ DPU & Os or how many years each ~~OMPUL~~DPU & Os 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~~DPU & O 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.

37Changes in the price and availability of our raw materials could be detrimental to our DPU & O operations.

~~Changes~~Supply inchain ~~the~~issues, ~~price~~including ~~and~~limited ~~availability~~supply of ~~our~~certain raw ~~materials~~material ~~could~~or supply interruptions, delays or shortages of material may disrupt our daily operations as the DPU & Os may be ~~detrimental~~unable to ~~our~~retain ~~OMPUL~~an inventory of materials required to maintain operations or to build or repair such DPU & Os.

~~Supply~~We ~~chain~~are ~~issues,~~dependent ~~including~~on ~~limited~~skilled ~~supply~~human ofcapital ~~certain~~for ~~raw material or supply interruptions, delays or shortages of material may disrupt~~ our ~~daily~~ ~~operations~~DPU as& ~~the OMPULs may be unable to retain an inventory of materials required to maintain operations or to build or repair OMPULs~~Os.

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

~~Our~~If ~~ability~~we toare ~~innovate~~unable ~~and~~to ~~execute~~successfully issecure ~~dependent~~our onlocations ~~the~~and ~~ability to hire~~premises, ~~replace,~~we ~~and train skilled personnel. The employment market suffers from shortage of candidates that~~ may ~~continue~~be inunable ~~future years and cause delays and inabilities~~ to ~~execute~~operate ~~our~~out ~~plans. Additionally, based on current trends in the US labor market, there could be a shortage~~ of ~~available~~our ~~trained~~DPU ~~staff~~& ~~for~~Os ~~the~~or ~~OMPULs~~keep inour ~~the United States. Staff~~employees ~~retention~~and ~~could~~laboratory ~~also~~equipment ~~be a significant operational issue~~safe.

IfIn wecertain ~~are~~cities ~~unable~~and tourban ~~successfully~~markets, ~~secure~~homelessness, ~~our~~rising ~~locations~~crime rates and ~~premises~~decreased police funding, wecould ~~may~~impact bethe ~~unable~~security toof ~~operate~~the ~~out~~DPU & Os and the safety of employees and patients. If we are unable to successfully secure our ~~OMPULs~~DPU or& ~~keep~~Os, our ~~employees~~ research and ~~laboratory~~development could ~~equipment~~be ~~safe~~negatively impacted.

InOur ~~certain~~DPU ~~cities~~& ~~and~~Os ~~urban~~are ~~markets,~~operated ~~homelessness,~~in ~~rising~~a ~~crime~~heavily ~~rates~~regulated industry, and ~~decreased~~changes ~~police~~in ~~funding,~~regulations ~~could~~or ~~impact~~violations ~~the security~~ of ~~the~~regulations ~~OMPULs and~~may, ~~the~~directly ~~safety~~or ofindirectly, reduce ~~employees~~our ~~and~~revenue, ~~patients.~~adversely Ifaffect weour ~~are~~results ~~unable~~of tooperations ~~successfully~~and ~~secure~~financial ~~our OMPULs~~condition, ~~our research~~ and ~~development~~harm ~~could~~our ~~be negatively impacted~~business.

~~Our~~The ~~OMPULs~~clinical ~~are~~laboratory ~~operated~~testing inindustry ais ~~heavily~~highly regulated ~~industry~~, and ~~changes~~there incan ~~regulations~~be orno ~~violations~~assurance ofthat ~~regulations~~the ~~may,~~regulatory ~~directly~~environment orin ~~indirectly,~~which we operate ~~reduce~~will ~~our~~not ~~revenue,~~change significantly and adversely ~~affect~~to ~~our~~us ~~results~~in the future. Areas of ~~operations~~the ~~and~~regulatory ~~financial~~environment ~~condition,~~that ~~and~~may ~~harm~~affect our ability to conduct our DPU & O business. include, without limitation:

~~The clinical~~● federal and state laws governing laboratory testing, ~~industry~~including isCLIA, ~~highly~~and ~~regulated,~~state licensing laws; ● federal and ~~there~~state ~~can~~laws beand noenforcement ~~assurance~~policies ~~that~~governing the ~~regulatory~~development, ~~environment~~use inand ~~which~~distribution weof ~~operate will~~diagnostic ~~not~~medical ~~change~~devices, ~~significantly~~including ~~and~~laboratory ~~adversely~~developed totests, usor inLDTs; ● federal, state and local laws governing the ~~future.~~handling ~~Areas~~and disposal of ~~the~~medical ~~regulatory~~and ~~environment~~hazardous ~~that~~waste; ~~may~~● ~~affect~~federal ~~our~~and ~~ability~~state toOccupational ~~conduct our~~Safety ~~OMPUL~~and ~~business~~Health ~~include~~Administration rules and regulations; and ● European Union GMP approvals, ~~without~~which ~~limitation:~~may be delayed because of the use DPU & Os which could then delay manufacturing for clinical trials.

● 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.

Pursuant to the terms of the THM License Agreement with THM, Orgenesis Ltd, the Israeli Subsidiary (currently in liquidation proceedings), 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.

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

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●	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;
●	developing 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.

Clinical 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; ● delays in reaching a consensus with regulatory agencies on study design; ● delays 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;

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● delays in reaching a consensus with regulatory agencies on study design; ● delays 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; ● delays 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; ● delays 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; ● delays 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 ● delays 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.

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●	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.

●	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

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

Our common stock iswas ~~listed~~delisted ~~for~~from ~~trading on~~ the Nasdaq Capital Market in October 2024. WeFollowing ~~must~~the ~~satisfy~~delisting ~~Nasdaq’s~~of ~~continued~~our ~~listing~~common ~~requirements,~~stock from the Nasdaq ~~including~~Capital Market, ~~among~~our ~~other~~common ~~things,~~stock abegan ~~minimum~~trading ~~closing~~on ~~bid~~the ~~price~~OTCQX ~~requirement~~operated ofby ~~$1.00~~OTC ~~per~~Markets ~~share~~beginning ~~for~~on 30October ~~consecutive~~21, ~~business~~2024. ~~days~~On ~~(the~~June 3, 2025, following ~~“Minimum~~delays ~~Bid~~in ~~Price~~our ~~Requirement”).~~Exchange IfAct afilings ~~company~~and ~~trades~~the ~~for~~expiration 30of ~~consecutive~~the ~~business~~applicable ~~days~~grace ~~below~~period, OTC Markets moved the ~~$1.00~~trading ~~minimum~~of ~~closing~~our common stock ~~bid~~from ~~price~~OTCQX ~~requirement,~~to ~~Nasdaq~~the ~~will~~Pink ~~send~~Limited atier. ~~deficiency~~On ~~notice~~July 29, 2025, due to ~~the~~further ~~company~~delays ~~advising~~in ~~that~~our itExchange ~~has~~Act ~~been~~filings, ~~afforded~~OTC aMarkets ~~“compliance period”~~moved the trading of ~~180~~our ~~calendar~~common ~~days~~stock tofrom ~~regain~~OTC ~~compliance~~Pink ~~with~~Limited to the ~~applicable~~OTC ~~requirements.~~Expert WeMarket ~~received~~tier. ~~such~~As a ~~notice~~result onof ~~September 27,~~the ~~2023~~delisting ~~and~~of ~~thus~~our ~~risk~~securities, ~~delisting unless~~ we ~~are~~and ~~able~~our tostockholders could ~~regain~~face ~~compliance~~significant inmaterial aadverse ~~timely~~consequences ~~fashion.~~including:

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~~ tolimited ~~grant~~availability ~~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~~market ~~common~~quotations ~~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.shares;

~~There~~●reduced 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 offor 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.shares;

If●a wedetermination ~~issue~~that ~~additional~~our ~~shares~~Common inStock ~~the~~is ~~future,~~a it“penny stock” which will require brokers trading in our Common Stock to adhere to more stringent rules and possibly result in ~~the~~a ~~dilution~~reduced level of ~~our~~trading ~~existing~~activity ~~stockholders.~~in the secondary trading market for our shares;

~~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~~limited ~~Board~~amount of ~~Directors~~news ~~may choose to issue some or all of such shares to acquire one or more companies or products~~ and toanalyst 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.coverage;

●a decreased ability to issue additional securities or obtain additional financing in the future, including due to our inability to use a Form S-3 for a shelf financing;

●a loss of interest from institutional investors, which may further decrease liquidity and market visibility; and

●a loss of confidence among customers, vendors, suppliers, and employees, which could negatively impact our business operations and future prospects.

Trading on the OTC Markets is often thin, volatile, and sporadic, leading to wide fluctuations in trading prices that may not reflect the company’s actual operating performance. These factors can also impair our ability to raise additional capital through public or private sales of equity securities, as well as limit our ability to use our securities as consideration for acquisitions or investments.

We have not been able, and may continue to be unable, to timely file periodic reports with the SEC.

We were not able to file this annual report on Form 10-K for the year ended December 31, 2024 with the SEC within the time period specified by the Exchange Act, due in part to having insufficient funds to service our operations, expenses and other liquidity needs, including the retention of services providers necessary to assist in the preparation and review of our financial statements and periodic reports. If we are not able to file our future periodic reports in the time specified by the Exchange Act, stockholders and potential investors will not have current public information about us, which will likely have a negative effect on our ability to obtain future capital. Failure to make timely filings also impairs our ability to conduct certain kinds of public offerings on short form registration statements that provide more efficient automatic forward incorporation of future SEC filings. More broadly, our inability to maintain current public information pursuant to SEC and OTC reporting rules will have a negative impact on how we are viewed by our stockholders, potential financing sources, the investing public and strategic and commercial parties with whom we do business. Failure to maintain current public information is in circumvention of certain contractual obligations of the Company and could result in an event of default under certain of our indebtedness. Additionally, if our SEC filing delinquencies are prolonged, the SEC could institute administrative proceedings to revoke our registration under the Exchange Act and suspend the trading of our common stock. Our inability to timely file periodic reports now and in the future could materially and adversely affect our continuing business and operations, as well as our future business growth and financial condition.

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

Our articles of incorporation authorize the issuance of up to 14,583,333 shares of our common stock with a par value of $0.0001 per share. Pursuant to the Convertible Loan Agreement for a credit facility of up to $10,000,000, dated as of September 10, 2025, by and among Theracell Laboratories IKE (“Theracell”), a subsidiary of Octomera LLC, which is a subsidiary of Orgenesis Inc., and Alpha Prosperity Fund SPC, acting on behalf of and for the account of Segregated Portfolio P (the “Lender”), the Lender has the option, at its sole discretion, to convert the outstanding amount of the loan (currently, $10,000,000 drawn under the credit facility as well as $775,000 paid over and above the $10,000,000 credit line amount) into equity of either us or Theracell, such that the Lender would hold up to 80% of the outstanding share capital of the applicable entity. The conversion of the loan into our shares is subject to shareholder approval of the issuance of the required shares. In addition, the Agreement provides that the Lender will be issued a warrant to purchase 15% of the fully diluted share capital of either us or Theracell, at the Lender’s discretion, for an aggregate exercise price of $250,000 and exercisable for three years from issuance. The issuance of shares upon exercise of the warrant is likewise subject to shareholder approval of the issuance of such shares. Additional warrants would be issued in connection with each cumulative drawdown of an additional $1,000,000 under the credit facility. Accordingly, the issuance of shares of common stock pursuant to the Convertible Loan Agreement and warrants referenced above would have the following effects:

●our existing stockholders’ proportionate ownership interest in us will decrease significantly and it would trigger a change of control of our company;

●the amount of cash available per share, including for payment of dividends (if any) in the future, may decrease;

●the relative voting strength of each previously outstanding share of our common stock may be diminished; and

●the market price of shares of our common stock may decline.

In addition, our Board of Directors may choose to issue 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.

If the Lender converts its outstanding loan amount into shares representing up to 80% of our outstanding common stock, the Lender could significantly influence the outcome of our corporate matters.

If the Lender elects to convert its outstanding loan amount into shares of our common stock representing up to 80% of our outstanding shares and/or exercise its warrants to purchase 15% of our fully diluted share capital, the Lender could, as a result, have the ability to exercise significant influence over all matters that require us to obtain shareholder approval, including the election of directors to our board and approval of significant corporate transactions that we may consider, such as a merger or sale of our company or its assets. This concentration of ownership in our shares by the Lender could limit other shareholders’ ability to influence corporate matters and may have the effect of delaying or preventing a third party from acquiring control over us.

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~~2024, our stock price has fluctuated from a low of $1 0.2389 to a high of $310.~~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~~weaknesses 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~~were aseveral material ~~weakness~~weaknesses identified in our internal control over financial reporting.

We are working to remediate our material ~~weakness~~weaknesses 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~~FINRA, the SEC or other regulatory authorities, which could result in a 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~~Management ~~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~~those perpetrated by hackers and unintentional ~~damage~~disruptions ~~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~~modelling 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~~To ~~emerging~~provide ~~data~~for ~~protection~~the ~~laws~~availability ~~and~~of ~~implement~~critical ~~changes~~data toand ~~our~~systems, ~~processes~~maintain ~~that~~regulatory ~~are~~compliance, ~~designed~~manage toour ~~comply~~material ~~with~~risks ~~such~~from ~~laws~~cybersecurity threats, and ~~implement~~protect ~~latest Center~~against ~~for~~and ~~Internet~~respond ~~Security~~to ~~benchmarks~~cybersecurity toincidents, ~~comply~~we ~~with~~undertake ~~up-to-date~~the ~~requirements;~~following activities:

~~● through~~We ~~our~~also ~~policies,~~identify ~~practices~~our ~~and~~cybersecurity ~~contracts~~threat ~~(as~~risks ~~applicable),~~by ~~require~~comparing ~~employees,~~our asprocesses ~~well~~to asstandards ~~third~~set ~~parties~~by ~~that~~the ~~provide~~Center ~~services~~for onInternet ~~our~~Security ~~behalf,~~(CIS) as towell ~~treat~~as ~~confidential~~by ~~information~~engaging ~~and~~experts ~~data~~to ~~with~~attempt ~~care,~~to ~~including~~infiltrate ~~using~~our ~~policies~~information ~~“right~~systems. toWe ~~know”~~utilize ~~and~~Microsoft ~~“right~~Security tools to ~~access”~~facilitate our CIS assessments, ensuring alignment with ~~granular~~industry ~~access~~best topractices ~~confidential~~and ~~information;~~enhancing our security posture.

● 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.

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 designed to comply with such laws and implement the latest Center for Internet Security benchmarks to comply with up-to-date requirements using Microsoft Compliance Manager and Azure Security Center.
	●	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 such as “right to know” and “right to access” with granular access to confidential information, managed via Microsoft Azure Active Directory’s Role-Based Access Control (RBAC).
	●	Employ technical safeguards 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 using Microsoft Defender for Endpoint and Microsoft Sentinel for active threat hunting and alerts monitoring by cybersecurity 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 environments 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 responses to cybersecurity incidents 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.
	●	Carry information security risk insurance that provides protection against 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 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.” Such 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~~These updates cover topics such as our data security posture, results from third-party assessments, progress toward ~~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~~these 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~~ and information security considerations arising with respect to our peers and third parties,. ~~and~~Management also discusses such matters with our Chief Executive Officer. ~~and~~Our board of directors also ~~receive~~receives prompt and timely information regarding any cybersecurity incident that meets ~~establishing~~established reporting thresholds, as well as ongoing updates regarding any such incident until it has been addressed.

Members of the board of directors are also encouraged to regularly engage in conversations with management on cybersecurity-related news events ~~and~~ 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 consultants 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~~ processes described above, including the operation of our incident response plan. As discussed above, these consultants report to management ~~about~~ 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	~~Property Description~~
Orgenesis Inc.	●	Our principal office is located at 20271 Goldenrod Lane, Germantown, MD 20876.
Orgenesis Maryland LLC	●	FastForward laboratory and office located at 1812 Ashland Ave, Baltimore, Maryland 21205.
Orgenesis 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.
	●	Natick, Massachusetts
Orgenesis Ltd.	●	Laboratory and office located in Nes Ziona, Israel
Mida Biotech BV	Laboratories and offices located in Leiden, The Netherlands
Koligo Therapeutics Inc.	●	Production facility and development labs in New Albany, Indiana.
Tissue Genesis International LLC	●	Production facility and development labs in Leander, Texas
Orgenesis Biotech Israel Ltd.	●	Laboratories and offices located in the Bar Lev Industrial Park M.P. MISGAV, Israel.
Mida Biotech BV	●	Laboratories and offices located in Leiden, The Netherlands
Orgenesis Belgium and Orgenesis Services SRL	●	Laboratories and offices located near Namur, at Novalis Science Park, Belgium
Theracell Laboratories	●	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 2223 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~~From March 1318, 2018 until October 20, 2024, our common stock ~~has~~was ~~been~~ listed for trading on the Nasdaq Capital Market. (“Our common stock was delisted from the Nasdaq ~~CM”)~~Capital ~~under~~Market in October 2024. Following the ~~symbol~~delisting of our common stock from the Nasdaq Capital Market, our common stock began trading on the OTCQX operated by OTC Markets beginning on October 21, 2024. On June 3, 2025, following delays in our Exchange Act filings and the expiration of the applicable grace period, OTC Markets moved the trading of our common stock from OTCQX to the Pink Limited tier. On July 29, 2025, due to further delays in our Exchange Act filings, OTC Markets moved the trading of our common stock from OTC Pink Limited to the OTC Expert Market tier. As a result, public access to bid and ask prices and trading volume information became restricted, and most investors are not able to easily trade our common stock during this period. Despite these developments, our common stock remains tradable, with pricing information accessible to brokers and market makers. We are actively working to complete and file all required periodic reports to regain compliance with our Exchange Act reporting obligations. We intend to reapply for listing on the OTCQX Market as soon as we become current in our SEC filings. Our common stock is currently traded on the OTC Expert Market under the symbol “ORGS.”

As of ~~April~~March 1226, ~~2024~~2026, there were ~~346~~248 holders of record of our common stock, and the last reported sale price of our common stock on the ~~NasdaqCM~~OTC Expert on ~~April~~March 1226, ~~2024~~2026 was $0.4958. 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~~On April 5, 2024, the Company entered into a loan agreement with a lender. In consideration for the loan agreement, the Company agreed to issue warrants to purchase up to 21,875 shares of Common Stock at an exercise price of $8 which vested upon issuance. These warrants and the shares of Common Stock underlying such warrants were issued in reliance upon an exemption from registration afforded by Section 4(a)(2) promulgated under the Securities Act of 1933, as amended.

On April 7, 2024, the Company entered into a loan agreement with a lender. In consideration for the loan agreement, the Company agreed to issue warrants to purchase up to 15,625 shares of Common Stock at an exercise price of $8 which vested upon issuance. These warrants and the shares of Common Stock underlying such warrants were issued in reliance upon an exemption from registration afforded by Section 4(a)(2) promulgated under the Securities Act of 1933, as amended.

On July 14, 2024, 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. In consideration for such services, the Company agreed to issue warrants to purchase up to 20,000 shares of Common Stock at an exercise price of $10.30, which vests one third on July 14, 2024, one third on October 14, 2024, and one third on January 14, 2025. These warrants and the shares of Common Stock underlying such warrants were issued in reliance upon an exemption from registration afforded by Section 4(a)(2) promulgated under the Securities Act of 1933, as amended.

On August 15, 2024, the Company entered into a payment deferral agreement with a vendor relating to the deferral of payments to the vendor. In consideration for such deferral, the Company agreed to issue warrants to purchase up to 42,464 shares of Common Stock at an exercise price of $10.30, which vested upon issuance. These warrants and the shares of Common Stock underlying such warrants were issued in reliance upon an exemption from registration afforded by Section 4(a)(2) promulgated under the Securities Act of 1933, as amended.

On August 21, 2024, the Company entered into a loan agreement with a lender. In consideration for the loan agreement, the Company agreed to issue warrants to purchase up to 24,272 shares of Common Stock at an exercise price of $10.30 which vested upon issuance. These warrants and the shares of Common Stock underlying such warrants were issued in reliance upon an exemption from registration afforded by Section 4(a)(2) promulgated under the Securities Act of 1933, as amended.

On September 5, 2024, 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. In consideration for such services, the Company agreed to issue 50,000 shares of Common Stock. These shares of Common Stock were issued in reliance upon an exemption from registration afforded by Section 4(a)(2) promulgated under the Securities Act of 1933, as amended.

On September 6, 2024, the Company entered into a loan agreement with a lender. In consideration for the loan agreement, the Company agreed to issue warrants to purchase up to 24,272 shares of Common Stock at an exercise price of $10.30 which vested upon issuance. These warrants and the shares of Common Stock underlying such warrants were issued in reliance upon an exemption from registration afforded by Section 4(a)(2) promulgated under the Securities Act of 1933, as amended.

On September 9, 2024, the Company entered into a loan agreement with a lender. In consideration for the loan agreement, the Company agreed to issue warrants to purchase up to 24,272 shares of Common Stock at an exercise price of $10.30 which vested upon issuance. These warrants and the shares of Common Stock underlying such warrants were issued in reliance upon an exemption from registration afforded by Section 4(a)(2) promulgated under the Securities Act of 1933, as amended.

On September 10, 2024, the Company entered into a loan agreement with a lender. In consideration for the loan agreement, the Company agreed to issue warrants to purchase up to 1,942 shares of Common Stock at an exercise price of $10.30 which vested upon issuance. These warrants and the shares of Common Stock underlying such warrants were issued in reliance upon an exemption from registration afforded by Section 4(a)(2) promulgated under the Securities Act of 1933, as amended.

On September 17, 2024, the Company entered into a loan agreement with a lender. In consideration for the loan agreement, the Company agreed to issue warrants to purchase up to 24,272 shares of Common Stock at an exercise price of $10.30 which vested upon issuance. These warrants and the shares of Common Stock underlying such warrants were issued in reliance upon an exemption from registration afforded by Section 4(a)(2) promulgated under the Securities Act of 1933, as amended.

On September 21, 2024, the Company entered into a payment deferral agreement with a vendor relating to the deferral of payments to the vendor. In consideration for such deferral, the Company agreed to issue warrants to purchase up to 3,496 shares of Common Stock at an exercise price of $10.30, which vested upon issuance. These warrants and the shares of Common Stock underlying such warrants were issued in reliance upon an exemption from registration afforded by Section 4(a)(2) promulgated under the Securities Act of 1933, as amended.

On September 30, 2024, the Company entered into a loan agreement with a lender. In consideration for the loan agreement, the Company agreed to issue warrants to purchase up to 14,563 shares of Common Stock at an exercise price of $10.30 which vested upon issuance. These warrants and the shares of Common Stock underlying such warrants were issued in reliance upon an exemption from registration afforded by Section 4(a)(2) promulgated under the Securities Act of 1933, as amended.

On October 31, 2024, Koligo and the Company entered into a loan extension agreement with a lender. In consideration for the extension, (i) the Company agreed to issue a warrant to the lender for the right to purchase 200,000 shares of common stock, at an exercise price per share of $1.03 per share, which is exercisable until one year from the new maturity date of the loan, and (ii) the Company agreed to reduce the exercise price of warrants to purchase an aggregate of 331,327 shares of common stock held by Nir to $1.03 per share.

On October 31, 2024, Koligo, the Company and a lender entered into a loan agreement. As partial consideration for the entry into of the loan agreement, the Company agreed to issue to the lender a warrant to purchase 485,437 shares of common stock of the Company at an exercise price of $1.03 per share, which shall be exercisable for a period of 12 months from the effective date. If Koligo fails to pay timely the amounts due under the loan on the maturity date, the Company shall issue to the lender an additional warrant to purchase 485,437 shares of common stock of the Company at an exercise price of $1.03 per share, which shall be exercisable for a period of 12 months from the effective date.

On November 4, 2024, Orgenesis Maryland LLC (“Orgenesis Maryland”), a subsidiary of the Company, entered into a promissory note with a lender. As partial consideration for the entry into of the note, the Company agreed to issue lender five-year warrants to purchase an aggregate of 242,718 shares of common stock of the Company at an exercise price of $1.03 per share. If Orgenesis Maryland fails to pay timely the amounts due under the note on the maturity date, the Company shall issue to lender additional five-year warrants to purchase an aggregate of 242,718 shares of common stock of the Company at an exercise price of $1.03 per share.

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~~2024 and December 31, ~~2022~~2023 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~~2024, as compared to the year ended December 31, ~~2022~~2023.

This discussion should be read in conjunction with our consolidated financial statements for the years ended December 31, ~~2023~~2024 and December 31, ~~2022~~2023 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.

Therapies 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:

● Orgenesis CA, Inc. a Delaware corporation, which is currently focused on development of technologies and therapies in California. ● Orgenesis 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). ● Orgenesis 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). ● Orgenesis Italy SRL which is currently focused on R&D activities. ● Orgenesis 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. ● Orgenesis Austria GmbH, an Austrian subsidiary, which is focused on R&D activities.

Octomera segment (mainly POCare Services)

Octomera 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.

POCare 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:

●All monetary ~~Orgenesis~~amounts ~~Biotech~~are ~~Israel~~expressed ~~Ltd.,~~in ~~which~~thousands ~~is a provider~~ of ~~process~~US ~~development~~dollars ~~and~~(unless ~~cell-processing~~stated ~~services in Israel. ● Orgenesis Australia PTY LTD~~otherwise), ~~which~~except ~~was~~for ~~transferred~~share ~~to Octomera in January 2023~~ and isloss ~~currently~~per ~~focused~~share onamounts. ~~the~~On September ~~development~~20, of2024, ~~our~~we ~~POC~~implemented ~~Network~~a in1-for-10 ~~Australia.~~reverse ●stock ~~Theracell~~split ~~Laboratories IKE~~ (the “~~Theracell~~Reverse ~~Labs~~Split”), aof ~~Greek~~its ~~company~~authorized ~~currently~~and ~~focused~~outstanding shares onof ~~expanding~~Common ~~our~~Stock. ~~POCare~~All ~~Network.~~share ●and ~~ORGS~~per ~~POC~~share CAamounts ~~Inc,~~in athese ~~Californian~~financial ~~entity,~~statements ishave ~~currently~~been ~~focussed~~retroactively onadjusted ~~expanding~~to ~~our~~reflect ~~POCare~~the Reverse ~~Network~~Split inas ~~California.~~if ●it ~~Octo~~had ~~Services~~been ~~LLC,~~effected aprior ~~Delaware~~to ~~entity~~the ~~focussed~~earliest onfinancial ~~expanding~~statement ~~our~~period ~~POCare~~included ~~network~~herein.

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

~~During~~We ~~2023,~~are wea global biotech company working to unlock the promise of cell and MMgene ~~loaned~~therapies ~~$276~~(“CGTs”) in an affordable and ~~$2,475~~accessible offering. ~~respectively~~CGTs tocan ~~Octomera~~use the patient’s ~~subsidiary~~own cells (autologous) or use donor cells (allogenic), ~~Orgenesis~~and, ~~Maryland~~for ~~LLC~~regulatory purposes, are classified as Advanced Therapy Medicinal Products (“ATMPs”). ~~The~~We ~~loans~~are ~~bear~~primarily ~~10%~~focused ~~annual~~on pioneering a paradigm-shifting decentralized ~~interest~~approach to CGT therapies utilizing an automated and/or ~~were~~closed ~~originally~~approach ~~scheduled~~validated tofor becompliant ~~repaid~~production ~~during~~at ~~2024~~or near the patient care site (“Decentralized Cell Processing or DCP Platform”). ~~Pursuant~~This approach has the potential to anovercome ~~extension~~the ~~agreement~~limitations ~~signed~~of ~~between~~traditional centralized usprocessing methods due to their complex logistics and MMinefficient onunscalable ~~January~~processing methods leading to cost prohibitive ~~28,~~products ~~2024,~~that ~~the~~currently ~~maturity~~limit ~~date~~the number of ~~the~~patients MMthat ~~loans~~can ~~was~~have ~~extended~~access to ~~January~~these ~~28, 2034~~therapies.

~~Significant~~To ~~Developments~~overcome ~~During~~these ~~Fiscal~~challenges, ~~2023~~we have designed and implemented our DCP Platform - a scalable hub and spoke infrastructure of analytical centers overseeing standardized production platforms, technology and services governed by a central quality system, focusing on replicability and standardization of infrastructure and equipment with centralized monitoring and data management.

~~Financing~~Features ~~Activities~~of the DCP Platform include a locally implemented quality system, Standard Operating Procedures (SOPs), Good Manufacturing Practices (“GMP”), training procedures, quality-control testing and hub oversight of the actual production. We are leveraging our unique approach to therapy production using our DCP Platform and various manufacturing platforms to address some of the quality, supply chain, scale-up and production challenges, adapting these therapies to validated manufacturing platforms that are adapted to standardized production units that can be placed quickly and a low cost throughout our DCP network.

~~Equity~~ Our activity is based on partnerships with hospital, research centers and leading centers of excellence for the supply of products. Partnerships include both developing or adapting potential cell and gene therapies to the platform and providing our own standardized production platforms on a commercial basis.

OnOver ~~February~~the ~~23,~~past ~~2023~~year, we ~~entered~~have ~~into~~focused aon ~~securities~~validating ~~purchase~~advanced ~~agreement~~production ~~with~~platforms ~~certain~~for ~~institutional~~various ~~and~~cell ~~accredited~~types. ~~investors~~These ~~(the~~platforms ~~“Purchaser”) relating~~are designed to ~~the~~deliver high-quality, ~~issuance~~regulatory-compliant cell and ~~sale~~gene oftherapies 1through a decentralized,~~947~~ automated,~~368~~ ~~shares~~and ofscalable ~~our~~approach, ~~common~~significantly ~~stock,~~reducing costs and ~~warrants~~ time-to-market. ~~purchase~~With upintegrated toquality ~~973,684~~control ~~shares~~and ofregulatory ~~common~~compliance ~~stock (the~~features, ~~“Warrants”)~~they atensure athe ~~purchase~~highest ~~price~~standards of ~~$1.90~~safety and ~~per~~efficacy, ~~share~~enabling faster and more efficient delivery of ~~common~~CGT ~~stock~~treatments ~~and~~to ~~accompanying~~patients. ~~Warrants~~We inare aworking ~~registered~~to ~~direct~~commercialize these platforms ~~offering~~by ~~(the~~targeting ~~“February~~healthcare ~~2023~~institutions ~~Offering”)~~and industry partners. ~~The~~Our ~~February~~business ~~2023~~strategy ~~Offering~~includes ~~closed~~out-licensing, onrelated ~~February~~services ~~27,~~and ~~2023~~shared revenue opportunities.

~~The~~Furthermore, ~~Warrants~~we ~~have~~are anexpanding ~~exercise~~our ~~price~~pipeline of ~~$1.90~~innovative ~~per~~therapies ~~share,~~specifically ~~were~~designed ~~exercisable~~to ~~immediately~~optimize and ~~will~~align ~~expire~~with ~~five~~our ~~years~~production ~~following~~platforms. ~~the~~We ~~date of issuance.~~believe ~~The~~that ~~Warrants~~DCP ~~had~~platform anaddresses ~~alternate~~many ~~cashless exercise option (beginning on or after the earlier~~ of ~~(a)~~ the ~~thirty-day~~challenges ~~anniversary~~facing of the ~~date of~~supply ~~the Purchase Agreement and (b) the date on which the aggregate composite trading volume~~ of ~~Common~~CGT, ~~Stock~~such ~~following~~as ~~the~~production ~~public announcement of the pricing terms exceeds 13~~capacity,~~600,000~~ ~~shares),~~logistics toand ~~receive~~efficient ~~an aggregate number of shares equal to the product of (x) the aggregate number~~availability. ofThe ~~shares~~platforms oftarget ~~Common~~significantly ~~Stock~~lower ~~that~~production ~~would~~costs ~~be issuable upon a cash exercise~~ and ~~(y)~~potentially ~~1.0.~~allow ~~The~~us ~~aggregate gross proceeds~~ to usmake ~~from~~progress ~~the~~toward ~~February 2023~~our ~~Offering~~vision ~~were $3,700, before deducting placement agent cash fees equal to 7.0%~~ of ~~the~~improved ~~gross proceeds received~~ access and ~~other~~outcomes ~~expenses from~~in ~~the Offering payable by us~~healthcare.

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~~While the biotech industry struggles to determine the best way to lower costs 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 such as new generations of industrial viruses, big data analysis for genetic and molecular data and technologies including 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 designed and built based on expensive subcontracting services. Further, the cost of production during the clinical stage is extremely expensive. Given these financial restraints, researchers and institutes hope to out- license their therapeutic products to large biotech companies or spin-out new companies which is usually an option at a de-risked stage

OnIn ~~July 25~~addition, ~~2023,~~we ~~the~~are ~~Israeli~~developing ~~subsidiary~~our ~~received~~pipeline ~~a loan from an offshore investor in the amount~~ of ~~$175.~~advanced ~~The~~therapies ~~loan~~with ~~bears 8% annual interest and is repayable on January 1, 2024. During 2024,~~ the ~~maturity~~goal ~~date~~ of ~~the~~entering ~~loan~~into ~~was~~out-licensing ~~extended~~agreements byfor athese ~~year~~therapies.

OnOur ~~August~~platform ~~15,~~may ~~2023,~~also ~~the~~be ~~Company~~utilized ~~received~~by aother ~~loan~~parties, ~~from~~such anas ~~investor~~biotech incompanies ~~the~~and ~~amount~~hospitals offor ~~$250.~~the ~~The~~supply ~~loan~~of ~~bears~~their ~~8% annual interest and is repayable on January 1, 2024~~products.

~~During~~The ~~October~~ability ~~and~~to ~~November~~produce ~~2023~~these products at low cost allows for an expedited development process, and the ~~Israeli~~partnership ~~subsidiary~~with ~~received~~hospitals ~~loans~~around the inglobe ~~the~~enables ~~amount~~joint grants and lower cost of ~~$150~~clinical development. ~~The~~We ~~loans~~also ~~are~~review ~~interest~~many ~~free~~therapies ~~and~~available ~~repayable~~for ~~between~~out licensing and ~~November~~select ~~30,~~the ~~2023~~ones ~~and~~which ~~January~~we 1,believe ~~2024.~~have ~~During~~the ~~2024~~highest market potential, can benefit the ~~maturity~~most ~~date~~from a point of care approach and have the ~~loans~~highest chance ~~was~~of ~~extended~~clinical success. We assess such issues by utilizing its global POCare Network and our internal knowhow accumulated over a decade ~~year~~of involvement in the field.

~~During~~To ~~October~~summarize: ~~through~~We ~~December~~in-license ~~2023,~~to ~~Orgenesis~~quickly ~~Maryland,~~adapt ~~LLC~~therapies ~~received~~to ~~$2,726~~a point-of-care ~~loans~~approach ~~which~~through ~~bear~~regional ~~10%~~partnerships, ~~annual interest~~ and ~~were~~we ~~originally~~out-license ~~scheduled~~our totherapies befor ~~repaid~~market ~~during~~approval ~~2024~~in preferred geographical regions. ~~Pursuant~~This toapproach anlowers ~~extension~~overall ~~agreement~~development ~~signed~~cost, ~~between~~through usminimizing ~~and~~pre-clinical development MMcosts onincurred ~~January~~by 28us, ~~2024,~~and ~~the~~through ~~maturity~~receiving ~~dates~~ of the MM ~~loans~~additional ~~were~~funding ~~extended~~from togrants ~~January~~and/or ~~28,~~payments ~~2034~~by regional partners.

~~License~~Orgenesis ~~Agreements~~subsidiaries

InThe ~~addition,~~following ~~during~~is ~~2023,~~a wedescription ~~continued the development~~ of ~~license~~our ~~agreements previously entered into~~subsidiaries, asall ~~described~~of ~~more~~which ~~fully~~are inwholly ~~notes~~owned, 12 and 13their toarea ~~our consolidated financial statements included in Item 8~~ of ~~this Annual Report on Form 10-K.~~expertise:

~~Results~~ ● Koligo 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. ● Orgenesis CA, Inc. a Delaware corporation, which is currently focused on development of ~~Operations~~our technologies and therapies in California. ● Orgenesis 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). ● Orgenesis Italy SRL which is currently focused on R&D activities.

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:

	Years Ended December 31,
	2023			2022
	(in thousands)
Revenues	$	530		$	34,741
Revenues from related party		-			1,284
Total revenues	$	530		$	36,025
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		721			911
Selling, general and administrative expenses included credit losses of $24,367 for the year ended December 31, 2023		35,134			15,589
Share in loss of associated company		734			1,508
Impairment of investment		699			-
Impairment expenses		-			1,061
Operating loss	$	53,636		$	10,110
Loss from deconsolidation of Octomera (see Note 3)		5,343			-
Other income		(4	)		(173	)
Credit loss on convertible loan receivable		2,688			-
Loss from extinguishment in connection with convertible loan (see note 7 a of Item 8)		283			52
Financial expense, net		2,499			1,971
Loss before income taxes	$	64,445		$	11,960
Tax expense		473			209
Net loss	$	64,918		$	12,169

	●	Orgenesis Ltd., an Israeli subsidiary which is focused on R&D and a provider of R&D management services for out licenced products. (Declared bankrupt by Israeli district court in August 2025.

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

	●	Octomera LLC, a Delaware corporation, which specializes in providing processing services within the Orgenesis group and to third party customers. Octomera’s current operating subsidiaries, all of which are wholly owned, are:

	●	Orgenesis 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.

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

	●	Orgenesis Germany GmbH, a German entity.

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

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

	●	Octo Services LLC, a Delaware entity.

Services provided by Octomera include:

	●	Process development of therapies, process adaptation, and optimization inside the DPU & O”;
	●	Adaptation of automation and closed systems to serviced therapies;
	●	Incorporation of the serviced therapies compliant with GMP in the DPU & O s;
	●	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.

During 2024, liquidation activities at the following subsidiaries commenced (See note 20):

	●	Orgenesis Korea Co. Ltd
	●	Orgenesis Biotech Israel Ltd
	●	Orgenesis Australia PTY LTD
	●	Orgenesis Belgium SRL
	●	Orgenesis Services SRL

Significant Developments During Fiscal 2024

On January 29, 2024, (“date of reconsolidation”), we and an affiliate of Metalmark Capital Partners (“Metalmark” or “MM”) entered into a Unit Purchase Agreement (the “UPA”), pursuant to which we acquired all the preferred units of Octomera owned by MM (the “Acquisition”). As a result of the acquisition, we therefore now own 100% of the equity interests of Octomera. We had previously deconsolidated Octomera from our consolidated financial statements. Pursuant to the acquisition, MM and us further agreed to the following:

Consideration:

	●	Royalty Payments: If Octomera and its subsidiaries generate Net Revenue during the three-year period 2025-2027, then we will pay 5% of Net Revenues to MM pursuant to the MM UPA.

	●	Milestone Payments: If we sell 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, we shall pay MM 5% of the net proceeds.

MM’s designated members of the Board of Managers of Octomera resigned and the we amended the Second Amended and Restated Limited Liability Company Agreement of Octomera (the “Octomera LLC Agreement”) to be a single member agreement reflecting the transactions consummated under the UPA, such that MM no longer (i) is a member of Octomera or a party to the Octomera LLC Agreement, or (ii) has a right to appoint members of the board of managers of Octomera.

Additionally, pursuant to an extension agreement signed between us and MM on January 28, 2024, the maturity date of certain loans that MM had lent to us in the amount of $2,600 was extended to January 28, 2034.

On February 14, 2024, following a claim for payment by employees of OBI (a fully owned subsidiary of Octomera) of past salaries due, the district court in Haifa, Israel appointed a trustee to run the affairs of OBI. As a result of this appointment, effective February 14, 2024, we no longer controlled OBI and ceased to consolidate the results of OBI into our consolidated results. We recognized a loss as a result of the deconsolidation of $66. We did not believe that rehabilitation of OBI was possible, and we purchased certain of OBI’s equipment.

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, 227,272 shares of our Common Stock at a purchase price of $10.3 per share, Warrants to purchase up to 227,272 shares of Common Stock at an exercise price of $15.0 per share, and Warrants to purchase up to 227,272 shares of Common Stock at an exercise price of $20.0 per share, all such Warrants exercisable immediately and expiring five years from the date of their issuance. We received gross proceeds of approximately $2,300 before deducting related offering expenses. The Offering closed on March 5, 2024.

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 were to be incorporated into Germfree’s lease fleet and leased back to us or to third-party lessees designated by us. Pursuant to the Purchase Agreement, and subject to the terms and conditions set forth therein, in consideration for the purchase of the OMPULs, the Orgenesis Quality Management Systems Framework (“OQMSF”) and related intellectual property rights, Germfree agreed to pay us an aggregate purchase price of $8,340 subject to adjustment through a verification mechanism set forth in the Purchase Agreement. Pursuant to the Purchase Agreement, Germfree has paid us $6,720 as of December 31, 2024.

Pursuant to the Purchase Agreement, Germfree agreed to exclusively manufacture and distribute OMPULs and supply us with OMPULs for use worldwide for ten years (the “Term”), under a license to all OMPUL-related intellectual property owned by us.

On November 5, 2024, Germfree notified us of its intention not to lease any OMPULS back to us. Germfree confirmed that it had satisfied its obligations to us under the Purchase Agreement, and we therefore do not expect to receive any further payments thereunder. [COMPANY TO DESCRIBE LAWSUIT AND SETTLEMENT]

On May 10, 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, 15,000 shares of our Common Stock at a purchase price of $10.3 per share, Warrants to purchase up to 15,000 shares of Common Stock at an exercise price of $15.0 per share, and further Warrants to purchase up to 15,000 shares of Common Stock at an exercise price of $20.0 per share, all such Warrants exercisable immediately and expiring five years from their date of issuance. We received gross proceeds of approximately $154 before deducting related offering expenses. The Offering closed on May 10, 2024.

On May 21, 2024 we entered into debt exchange agreements with three convertible debt holders pursuant to which a total of $16,007 of outstanding principal and accrued interest was exchanged for the right to receive an aggregate of 1,577,695 shares of common stock, par value $0.0001 per share, of our Common Stock, of which $14,860 was exchanged for shares at an exchange price of $10.3 per share of Common Stock and $1,147 was exchanged for shares at an exchange price of $8.5 per share of Common Stock.

On July 10, 2024, we entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Broaden Bioscience and Technology Corp. (“Broaden”) for the purchase by the Company of the following assets (the “Assets”): The process and algorithms developed by Broaden for processing CAR-T, RACE CAR-T and all oncology products that will enable us to develop and sell treatments to third parties, which include Broaden’s rights, title and interests in and to all intellectual property, including, but not limited to, patents, patent applications, know-how, materials, licenses, permits and approvals related thereto. Pursuant to the Purchase Agreement, in consideration for the purchase of the Assets, we will pay Broaden an amount equal to the value of the Assets established by a third party valuation firm not to exceed $11,000 (the “Consideration”), less a debt adjustment relating to $10,767 owed to us by Broaden for work performed and invoiced between August 2022 and May 2023 (the “Debt”), as detailed in the Purchase Agreement. The Consideration that exceeds the Debt will be payable at our election in shares of our common stock at a price of $30.0 per share or 10% above the market price at such time it is paid, whichever is higher, or a note with amortization in 24 months from the date of the Purchase Agreement, including prepayment provisions.

On July 12, 2024, we entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Theracell Advanced Biotechnology S.A, Theracell Advanced Biotechnology LTD and IDNA Genomics Public Limited (collectively, “Theracell”) for the purchase by us of the following assets (the “Assets”) owned by Theracell:

	●	50% of the outstanding ownership rights and equity interests in Theracell Laboratories IKE (“Theracell IKE”) not currently owned by us so that we shall own 100% of the outstanding equity interests of Theracell IKE; and
	●	Certain products (the “Products”), which include: (i) the manufacturing processes, algorithms, work instructions, test methods, standard operating procedures and specifications for producing Tumor Infiltrating Lymphocytes (“TILs”) that meet current Good Manufacturing Practice (cGMP) requirements that will enable the Company to potentially use this product as a platform for treating a wide variety of solid tumors; (ii) a 3rd generation GMP lentivirus production process, which is part of a therapy manufacturing process that will enable the Company to potentially treat Beta Thalassemia therapies; (iii) an oncolytic virus cell carrier platform which will enable the Company to potentially develop treatments for an array of cancers; (iv) a process for the potential treatment of mesenchymal stem cells for kidney disorders; (v) a process for controlled isolation of regenerative EVs derived from mesenchymal stem cells for the potential treatment of kidney disorders; and (vi) bioxome encapsulated APIs for improved transdermal delivery and bioavailability for the potential treatment of atopic dermatitis/wound healing; including Theracell’s rights, title and interests in and to all intellectual property, including, but not limited to, patents, patent applications, know-how, materials, licenses, permits and approvals relating to Products as further described in the Purchase Agreement.

Pursuant to the Purchase Agreement, in consideration for the purchase of the Assets, we agreed to pay Theracell an aggregate purchase price of $13,000 (the “Consideration”), which is equal to the value of the Assets established by a third-party valuation firm, less a debt adjustment in the amount of $10,324 which was owed by Theracell to us (the “Debt”). The aggregate Consideration will be paid by us as follows: (i) $400 will be paid to Theracell within 60 days after signing of the Purchase Agreement, (ii) $250 will be paid to Theracell within one year after signing of the Purchase Agreement, and (iii) the remaining amount (less any Debt) will be paid to Theracell in four equal annual payments beginning on December 30, 2025 and ending on December 30, 2028. As of the date of this annual report on Form 10-K, we had paid Theracell $243.

On September 20, 2024, we implemented a 1-for-10 reverse stock split (the “Reverse Split”) of our authorized and outstanding shares of Common Stock. All share and per share amounts in these financial statements have been retroactively adjusted to reflect the reverse split as if it had been effected prior to the earliest financial statement period included herein. Following the Reverse Split, the number of authorized shares of common stock that we are authorized to issue from time to time is 14,583,333 shares.

On December 20, 2024, the Liège Business Court in Belgium appointed provisional liquidators for Orgenesis Belgium SRL and Orgenesis Services SRL (“the Belgian subsidiaries”). The Belgian subsidiaries had, on November 8, 2024, petitioned the Liège Business Court to allow a judicial reorganization pursuant to Article XX.41 of the Belgian Code of Economic Law. The petition followed the inability of the Belgian subsidiaries to pay employee payroll expenses and accounts payable.

Results of Operations

Comparison of the Year Ended December 31, 2024 to the Year Ended December 31, 2023.

Our financial results for the year ended December 31, 2024 are summarized as follows in comparison to the year ended December 31, 2023:

	Years Ended December 31,
	2024			2023
	(in thousands)
Revenues	$	1,035		$	530
Cost of sales		1,928			6,255
Gross profit	$	(893	)	$	(5,725	)
Cost of development services and research and development expenses		9,622			10,623
Amortization of intangible assets		728			721
Change in Contingent consideration		(4,643	)		-
Selling, general and administrative expenses included credit losses of $24,367 for the year ended December 31, 2023		14,822			35,134
Share in loss of associated company		8			734
Impairment of investment		-			699
Impairment expenses		18,338			-
Operating loss	$	39,768		$	53,636
Loss from deconsolidation of subsidiaries (see note 3 and note 20)		(4,480	)		5,343
Other income		(606	)		(4	)
Loss from extinguishment in connection with loans (see note 10 a of Item 8)		5,422			283
Credit loss on convertible loan receivable		-			2,688
Financial expense, net		4,508			2,499
Convertible loans induced conversion expenses		4,304			-
Loss before income taxes	$	48,916		$	64,445
Tax expense		97			473
Net loss	$	49,013		$	64,918

Revenues

The following table shows our revenues by major revenue streams:

	Years Ended December 31,
	2023		2022
	2024		2023
	(in thousands)
Revenue stream:
POCare development services	$	-	$	14,894
Cell process development services and hospital services	$	1,020	$	515
Cell process development services and hospital services		515		11,212
License fees		15		15
POCare cell processing		-		9,919
Total	$	1,035	$	530
License fees		15		-
Total	$	530	$	36,025

Our revenues for the year ended December 31, ~~2023~~2024 were $~~530~~1,035, as compared to $~~36,025~~530 for the year ended December 31, ~~2022~~2023, representing aan ~~decrease~~increase of 9995%. ~~This~~The increase was ~~attributable~~as ~~failure~~a result of ~~customers~~work tocompleted ~~timely~~and ~~pay~~payments ~~for services~~ received ~~and~~on tocell ~~the~~processing ~~deconsolidation~~development ~~of Octomera~~and athospital ~~June 30, 2023~~services. A ~~Almost~~breakdown ~~all~~ of ~~our~~the ~~potential~~ revenues ~~was~~per ~~from~~customer ~~Octomera.~~that ~~During~~constituted ~~the~~at ~~year~~least ~~ended~~10% ~~December~~of ~~31,~~revenues ~~2023,~~is ~~the Octomera~~as 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.follows:

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

	Years Ended December 31,
	2024		2023
	(in thousands)
Revenue earned:
Customer A (United States)	$	492	$	-
Customer B (United States)		300		280
Customer C (United States)		-		90
Customer D (United States)		150		130

	Years Ended December 31,
	2023		2022
	(in thousands)
Revenue earned:
Customer A (United States)	$	280	$	-
Customer B (United States)		90		-
Customer C (United States)		130		-
Customer D (Greece)		-		8,936
Customer E (United States)		-		8,316
Customer F (United Arab Emirates)		-		5,271
Customer G (Korea)		-		3,873

Expenses

Cost of Revenues

	Year Ended
	December 31, 2023		December 31, 2022
	December 31, 2024		December 31, 2023
Salaries and related expenses	$	~~2,387~~636	$	12,~~689~~387
Stock-based compensation		45		364
Professional fees and consulting services		~~1,917~~126		~~968~~1,917
Raw materials		~~731~~131		~~1,173~~731
Depreciation expenses, net		~~481~~654		~~354~~481
Other expenses		~~735~~376		~~913~~735
Total	$	61,~~255~~928	$	56,~~133~~255

5660

Cost of revenues for the year ended December 31, ~~2023~~2024 were $61,~~255~~928, as compared to $56,~~133~~255 for the year ended December 31, ~~2022~~2023, representing ana ~~increase~~decrease of 2269%. ~~This~~The decrease was ~~due~~mainly attributable to ~~increased~~reduced ~~costs~~Octomera ~~including~~segment ~~additional~~cost ~~salaries,~~of ~~professional fees~~revenues, ~~and~~particularly ~~depreciation expenses incurred~~ as a result of ~~increased~~the deconsolidation ~~process~~of ~~development~~OBI and ~~cell~~reduced ~~processing~~activities ~~revenues~~at ~~mainly in~~ the ~~Octomera~~Korean ~~segment, which were incurred until the date of deconsolidation~~subsidiary.

Cost of development services and research and development expenses

	Year Ended
	December 31, 2023			December 31, 2022
	December 31, 2024			December 31, 2023
Salaries and related expenses	$	46,~~800~~300		$	94,~~517~~800
Stock-based compensation		~~210~~158			~~580~~210
Subcontracting, professional and consulting services		~~3,662~~745			43,~~687~~662
Lab expenses		~~377~~113			~~1,512~~377
Depreciation expenses, net		~~312~~620			~~663~~312
Other research and development expenses		12,~~542~~043			51,~~097~~542
Less – grant		(~~280~~357	)		(~~123~~280	)
Total	$	109,~~623~~622		$	2110,~~933~~623

Cost of development services and research and development for the year ended December 31, ~~2023~~2024 were $109,~~623~~622, as compared to $2110,~~933~~623 for the year ended December 31, ~~2022~~2023, representing a decrease of 529%. The ~~decrease~~increase ~~was~~in salaries and related expenses is mainly attributable to our ~~the~~accounting ~~deconsolidation~~for ~~of the~~ Octomera segment atcost ~~June~~of ~~30,~~development ~~2023,~~services and ~~our~~research ~~decision~~and development expenses from the reconsolidation date compared to ~~reduce~~accounting ~~investing~~for such expenses in ~~subcontracting~~2023 until the deconsolidation of Octomera. Subcontracting, professional fees and consulting services ~~service~~declined ~~fees~~as ~~and~~a ~~other~~ result of cost savings. Other research and development expenses ~~this~~increased ~~year~~mainly as a result of the Asset Purchase Agreements referred to in Note 18.

Selling, General and Administrative Expenses

	Years Ended December 31,
	2023			2022
	2024			2023
	(in thousands)
Salaries and related expenses	$	23,~~825~~228		$	42,~~008~~825
Stock-based compensation		~~249~~191			~~362~~249
Accounting and legal fees		32,~~355~~732			53,~~527~~355
Professional fees		~~1,891~~(29	)		31,~~080~~891
Rent and related expenses		~~161~~2,239			~~199~~161
Business development		~~464~~1,801			~~474~~464
Depreciation expenses, net		4684			5046
Other general and administrative expenses		26,143			1,889
		3,893			1,776
Total	$	35,134		$	15,589
Other general and administrative expenses		683			24,367
Total	$	14,822		$	35,134

Selling, general and administrative expenses for the year ended December 31, ~~2023~~2024 were $3514,~~134~~822, as compared to $1535,~~589~~134 for the year ended December 31, ~~2022~~2023, representing ana ~~increase~~decrease of ~~125~~58%.

The ~~increase~~decrease was mainly ~~due~~as toa ~~increased~~result ~~expenses~~of ina ~~the~~decrease ~~Octomera~~of ~~segment~~$20,642 ~~where~~in ~~selling,~~credit ~~general~~losses ~~and~~incurred ~~administrative~~in ~~expense (excluding depreciation) for~~ the ~~year~~twelve months ended December 31, ~~2023~~2024 which were $372,~~878~~725 as compared to credit losses incurred of $723,~~762~~367 ~~for~~in the ~~year~~twelve months ended December 31, ~~2022~~2023, ~~representing~~ anmainly ~~increase~~in ofthe ~~388%.~~Octomera segment. The ~~increase~~decrease was ~~mainly~~offset asby ~~a result of~~ an increase ~~of credit losses~~ in ~~the~~business ~~amount of~~development ~~$29,774~~expenses ~~included~~as ina ~~other~~result ~~general~~of ~~and~~warrants ~~administrative~~granted ~~expenses~~to advisers.

5761

Share in Net Loss of Associated Company

	Years Ended December 31,
	2023		2022
	2024		2023
	(in thousands)
Share of Net Loss of Associated Company	$	~~734~~8	$	~~1,508~~734
Total	$	~~734~~8	$	~~1,508~~734

Share in net loss of associated company for the year ended December 31, ~~2023~~ 2024 was $ ~~734~~8 , as compared to $734 ~~1,508~~ for the year ended December 31, ~~2022~~ 2023, representing ana decrease of 5199%. The decrease in Share in net loss of associated company in the year ended December 31, ~~2023~~2024 compared to the year ended December 31, ~~2022~~2023 is primarily ~~attributable to~~because aOctomera ~~decline~~was intreated ~~Octomera~~as ~~revenues,~~an ~~and~~associated ~~credit~~Company ~~losses~~ in ~~the~~2023 ~~year~~from ~~ended~~the ~~December 31~~deconsolidation date, ~~2023~~and ~~resulting~~in ~~from~~2024 ~~higher~~it ~~than~~was ~~previously~~accounted ~~expected credit~~for ~~losses~~as ~~related to~~ a ~~group of~~controlled ~~customers~~subsidiary ~~that~~from ~~are~~the ~~significantly~~reconsolidation ~~overdue in Octomera~~date.

~~Impairment~~Loss ~~Expenses~~(Profit) from deconsolidation of subsidiaries

	Years Ended December 31,
	2023			2022
	2024			2023
	(in thousands)
Impairment expenses	$	699		$	1,061
Loss (Profit) from deconsolidation of subsidiaries	$	(4,480	)	$	5,343

~~Impairment~~The ~~expenses~~profit ~~for~~from deconsolidation of subsidiaries in the ~~year~~twelve months ended December 31, ~~2023~~2024 ~~were~~was ~~$699,~~ as ~~compared~~a toresult $1of the deconsolidation of OBI,~~061~~ Orgenesis ~~for~~Korea, Orgenesis Belgium and Orgenesis Services. See note 20. The loss from deconsolidation of subsidiaries in the ~~year~~twelve months ended December 31, ~~2022.~~2023 ~~These~~was ~~were~~as ~~attributable to~~a result of the ~~write-off~~deconsolidation of ~~assets~~Octomera. ~~purchased~~See innote ~~previous years~~3.

Other income

	Years Ended December 31,
	2024			2023
	(in thousands)
Other income	$	(606	)	$	(4	)

The other income earned in the twelve months ended December 31, 2024 was as a result of OMPULS sold to Germfree. See note 13f.

	Years Ended December 31,
	2024		2023
	(in thousands)
Loss from extinguishment	$	5,422	$	283

The Loss from extinguishment incurred in the twelve months ended December 31, 2024 was mainly as a result of a loss from extinguishment in connection with loans (see note 10 a of Item 8)

Credit Loss on Convertible loan receivable

	Years Ended December 31
	2023		2022
	2024		2023
	(in thousands)
Credit loss on convertible loan receivable	$	~~2,688~~-	$	-2,688

The credit loss for the year ended December 31, ~~2023~~2024 was $~~2,688~~0 compared to $02,688 for the year ended December 31, ~~2022~~2023. This was attributable to a provision created for a credit loss on a loan created in the twelve months ended December 31, 2023.

Financial Expenses, net

	Years Ended December 31,
	2023			2022
	2024			2023
	~~(in thousands)~~	(in thousands)
Interest expense on convertible loans and loans		23,~~167~~737			12,~~824~~167
Foreign exchange loss, net		~~325~~782			~~145~~325
Other income		7			2
Other (income) loss		(11	)		7
Total	$	24,~~499~~508		$	12,~~971~~499

Financial expenses, net for the year ended December 31, ~~2023~~2024 were $24,~~499~~508, as compared to $12,~~971~~499 for the year ended December 31, ~~2022~~2023, representing an increase of 2780%. The increase was mainly ~~attributable~~due to ~~increased~~ interest on new loan agreements entered into and ~~related~~finance expenses incurred on ~~new~~warrants issued ~~and~~to ~~existing~~loan ~~convertible loans~~holders.

Convertible loans induced conversion expenses

	Years Ended December 31
	2024		2023
	(in thousands)
Convertible loans induced conversion expenses	$	4,304	$	-

The convertible loans induced conversion expense for the year ended December 31, 2024 was $ 4,304 compared to $0 for the year ended December 31, 2023. This was attributable to a charge generated as part of a Debt equity conversion in 2024. See note 10.

Impairment expenses

	Years Ended December 31
	2024		2023
	(in thousands)
Impairment expenses	$	18,338	$	699

Impairment expenses for the year ended December 31, 2024 were $ 18,338 compared to $0 for the year ended December 31, 2023. This was attributable to an impairment of goodwill of $1,211, property, plant and equipment of $8,752, and intangible assets of $8,375 (total impairment of approximately $18,338 million) in the twelve months ended December 31, 2024.

Tax expense

	Years Ended December 31,
	2023		2022
	2024		2023
	(in thousands)
Tax expense	$	~~473~~97	$	~~209~~473
Total	$	~~473~~97	$	~~209~~473

Tax ~~income~~expense, net for the year ended December 31, ~~2023~~2024 were $~~473~~97, as compared to $~~209~~473 for the year ended December 31, ~~2022~~2023, representing ana ~~increase~~decrease of ~~126~~79%. 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

	December 31,
	2023			2022
	2024			2023
	(in thousands)
Current assets	$	~~4,076~~761		$	464,~~318~~076
Current liabilities	$	1626,~~407~~920		$	1516,~~910~~407
Working capital	$	(1226,~~331~~159	)	$	30(12,~~408~~331	)

Current assets decreased by $423,~~242~~315 between December 31, ~~2022~~2023 and December 31, ~~2023,~~2024. ~~due~~The ~~mainly~~decrease towas ~~the~~mainly ~~deconsolidation~~attributable ofto ~~Octomera.~~a ~~The~~decline ~~majority of~~in cash and cash equivalents, ~~restricted~~prepaid ~~cash~~expenses, and ~~accounts~~receivables ~~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~~parties. ~~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~~10,513 between December 31, ~~2022~~2023 and December 31, ~~2023,~~2024. ~~primarily~~The ~~due to an~~ increase inwas ~~accounts~~mainly ~~payable~~attributable 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)~~:

	●	the reconsolidation of Octomera which included an increase in accounts payable, accrued expenses and other payables, and employees and related payables;
	●	the deconsolidation of subsidiaries where we recorded an increase in accounts payable to related parties;
	●	Additional non-convertible short term loan agreements entered into.

The above increases were offset by a decline in current maturities of convertible loans, converted to equity.

Liquidity and Capital Resources

	Years Ended December 31,
	2023			2022
	2024			2023
	(in thousands)
Net loss	$	(6449,~~918~~013	)	$	(1264,~~169~~918	)
Net cash used in operating activities		(1417,~~837~~076	)		(2414,~~924~~837	)
Net cash used in investing activities		~~(3,707~~365	)		(143,~~133~~707	)
Net cash provided by financing activities		1315,~~618~~959			3913,~~578~~618
Net change in cash and cash equivalents and restricted cash	$	(~~4,926~~752	)	$	~~521~~(4,926	)

During year ended December 31, ~~2023~~2024, 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~~2024 was approximately $1417,~~837~~076, as compared to net cash used in operating activities of approximately $2414,~~924~~837 for the year ended December 31, ~~2022~~2023. The decline was mainly as a result of a loss of $32,984 for the year ended December 31, 2024 compared to a loss of $64,918 for the year ended December 31, 2023, which is mainly related a decline in activity in the Octomera segment.

~~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~~provided inby investing activities for the year ended December 31, ~~2023~~ 2024 was approximately $3365,~~707,~~ as compared to net cash used in investing activities of approximately $143,~~133~~707 for the year ended December 31, ~~2022~~ 2023. The ~~decrease~~change was mainly ~~due~~as toa ~~loans~~result ~~granted~~of toa ~~associated~~decline ~~entities~~in ~~last~~purchases of ~~year~~property ~~not~~and ~~granted~~equipment ~~this~~and ~~year,~~the ~~reduced~~cash ~~investments~~impact infrom ~~OMPULs, and~~ the deconsolidation of Octomera which incurred in the twelve months ended December 31, 2023 not incurred in the twelve months ended December 31, 2024.

59Net cash provided by financing activities for the year ended December 31, 2024 was approximately $15,959, as compared to net cash provided by financing activities of approximately $13,618 for the year ended December 31, 2023. The change was mainly attributable to proceeds raised from equity investments and warrant exercises in the amount of $2,556 in the twelve months ended December 31, 2024 as compared to $5,283 in the twelve months ended December 31, 2023. In addition, in the twelve months ended December 31, 2024, we raised convertible loans in the amount of $75 compared to $5,735 in the twelve months ended December 31, 2023, These decreases were offset by the receipt of $6,720 from Germfree and non-convertible loans received in the amount of $6,060 in the twelve months ended December 31, 2024 compared to $635 received in the twelve months ended December 31, 2023.

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

AsFunding ofRequirements ~~December 31, 2023, we had an accumulated deficit of $176,622~~ and ~~for~~Going 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.Concern

~~We will need to use mitigating actions such as to seek additional financing, refinance or amend~~As ~~the terms~~ of ~~existing~~December ~~loans~~31, or2024, ~~postpone expenses that are not based on firm commitments. In order to fund our operations until such time that~~ we ~~can~~had ~~generate~~an ~~sustainable~~accumulated ~~positive~~deficit ~~cash~~of ~~flows~~$224,787 weand ~~will~~for ~~need to raise additional funds. For~~ the year ended December 31, ~~2023~~2024 ~~and~~incurred asnegative operating cashflows of ~~the~~$17,076. ~~date~~As of ~~this~~December ~~report~~31, 2024, we ~~assessed~~had ~~our~~cash ~~financial~~and ~~condition~~cash ~~and~~equivalents ~~concluded~~of ~~that~~approximately ~~based~~$0.1 onmillion. ~~our~~We ~~current~~had ~~and~~approximately ~~projected~~$$65.8 ~~cash~~million ~~resources~~in ~~and~~outstanding ~~commitments,~~liabilities as ~~well~~of asDecember ~~other factors mentioned above~~31, ~~there~~2024. isIn aSeptember ~~substantial~~2025, ~~doubt~~we ~~about~~repaid ~~our~~$6.3 ~~ability~~million toof ~~continue as~~this aoutstanding ~~going concern~~debt. WeOur ~~are~~activities have ~~planning~~been tofunded ~~raise~~by ~~additional~~generating ~~capital~~revenue, tothrough ~~continue~~offerings ~~our~~of ~~operations and to repay~~ our ~~outstanding loans when they become due~~securities, asand ~~well~~through asproceeds tofrom ~~explore additional avenues to increase revenues and reduce expenditures~~loans. There ~~can~~is be no assurance that we our business will begenerate ~~able~~sustainable topositive ~~raise~~cash ~~additional~~flows ~~capital~~to onfund ~~acceptable~~our ~~terms,~~business orand atsatisfy ~~all~~our debt obligations.

~~Our~~If ~~common~~there ~~stock~~are isfurther ~~listed~~reductions ~~for~~in ~~trading~~revenues onor ~~the~~increases ~~Nasdaq~~in ~~Capital~~operating ~~Market.~~costs Wefor ~~must~~facilities ~~satisfy~~expansion, ~~Nasdaq’s~~research ~~continued~~and ~~listing requirements~~development, ~~including,~~commercial ~~among~~and ~~other~~clinical ~~things,~~activity aor ~~minimum~~decreases ~~closing~~in ~~bid~~revenues ~~price~~from ~~requirement~~customers, ofwe ~~$1.00~~will ~~per~~need ~~share~~to ~~for~~use 30mitigating ~~consecutive~~actions ~~business~~such ~~days~~as ~~(the~~to ~~“Minimum~~seek ~~Bid~~additional financing ~~Price~~or ~~Requirement”).~~postpone Ifexpenses athat ~~company~~are ~~trades~~not ~~for~~based 30on ~~consecutive~~firm ~~business days below the $1~~commitments.00 ~~minimum~~In ~~closing bid price requirement~~addition, ~~Nasdaq~~ ~~will~~in ~~send~~order ato ~~deficiency~~fund ~~notice~~our tooperations ~~the~~until ~~company~~such ~~advising~~time that itwe ~~has been afforded a “compliance period” of 180 calendar~~can ~~days~~generate tosustainable ~~regain~~positive ~~compliance~~cash ~~with the applicable requirements. We received such a notice on September 27~~flows, ~~2023 and thus risk delisting unless~~ we ~~are~~will ~~able~~need to ~~regain~~raise ~~compliance~~additional ~~in a timely fashion~~funds.

~~During~~We ~~January~~expect ~~2024~~our current and projected cash resources and commitments will not be sufficient to meet our obligations for the next 12 months, raising wea ~~received~~substantial ~~extensions~~doubt onabout our ~~loan~~ability ~~payments~~to continue as ~~follows:~~a going concern. Our management’s plans include raising additional capital to fund our operations and to repay our outstanding loans when they become due, as well as exploring additional avenues to increase revenue and reduce capital expenditures. Our ability to fund the completion of our ongoing and planned activities may be substantially dependent upon whether we can obtain sufficient funding at acceptable terms. If we are unable to raise sufficient additional capital or meet revenue targets, we may have to reduce or eliminate certain activities and reduce our headcount.

●The estimation ~~Israeli~~and ~~subsidiary~~execution ~~loan~~uncertainty ~~from~~regarding ~~an offshore investor in~~ the ~~amount~~our offuture ~~$175~~cash ~~originally~~flows ~~repayable~~and onour ~~January~~management’s 1,judgments ~~2024:~~and ~~The~~assumptions ~~maturity~~in ~~date~~estimating these ofcash ~~the~~flows ~~loan~~is ~~was extended by~~ a ~~year.~~significant ~~● Israeli subsidiary loans in the amount of $150 repayable between November 30, 2023 and January 1, 2024~~estimate. ~~During~~Those ~~2024,~~assumptions ~~the~~include ~~maturity~~reasonableness ~~date~~ of the ~~loans~~forecasted ~~was extended by a year. ● During October through December 2023~~revenue, ~~Orgenesis~~operating ~~Maryland~~expenses, ~~LLC~~and uses ~~received $2,726 of loans which were originally scheduled to be repaid during 2024. Pursuant to an extension agreement signed between us~~ and MMsources ~~on January 28, 2024, the maturity dates~~ of ~~the MM loans were extended to January 28, 2034~~cash.

OnWe ~~March~~intend 3,to ~~2024,~~continue weto ~~entered~~seek ~~into~~delays aon ~~Securities~~certain ~~Purchase~~payments ~~Agreement~~and explore other ways of potentially reducing expenses with ~~certain~~the ~~accredited~~goal ~~investors,~~of ~~pursuant~~preserving cash until additional financing is secured. These efforts may not be successful or sufficient in amount or on a timely basis to ~~which~~meet our weongoing ~~agreed~~capital requirements. We continue to ~~issue~~actively seek additional financing. In the absence of additional sources of liquidity, we do not have sufficient existing cash resources to meet operating and ~~sell~~liquidity needs. However, there is no assurance that we will be able to timely secure such additional liquidity or be successful in araising ~~private~~additional ~~placement~~funds or that such required funds, 2if available,~~272,719~~ will ~~shares~~be ofavailable ~~our~~on ~~common~~acceptable ~~stock,~~terms ~~par~~or ~~value~~that $0they will not have a significant dilutive effect on our existing stockholders.~~0001~~ ~~per~~In ~~share~~addition, we are unable to determine at athis ~~purchase~~time ~~price~~whether any of ~~$1.03~~these ~~per~~potential sources of liquidity will be adequate to support our operations ~~share~~or provide sufficient cash flows to us to meet our obligations as they become due and ~~warrants~~continue as a going concern. In the event we determine that additional sources of liquidity will not be available to ~~purchase~~us upor will not allow us to 2meet our obligations as they become due,~~272,719~~ ~~shares~~we may ofneed ~~Common~~to ~~Stock~~file ata anvoluntary ~~exercise~~petition ~~price~~for ofrelief $1under the United States Bankruptcy Code in order to implement a restructuring plan or liquidation.50 ~~per~~In ~~share~~addition, ~~and~~substantial ~~warrants~~doubt about our ability to ~~purchase~~continue as a going concern may cause investors or other financing sources upto be unwilling to ~~2,272,719~~provide ~~shares~~funding ofto ~~Common~~us ~~Stock~~on atcommercially anreasonable ~~exercise~~terms, ~~price~~if ofat $2all.00 ~~per~~If ~~share~~sufficient ~~(collectively~~funds are not available, we will have to delay, reduce the ~~“Warrants”).~~scope Weof, ~~received gross~~or ~~proceeds~~eliminate some or all of ~~approximately~~our ~~$2.3~~business ~~million~~activities, ~~before~~which ~~deducting~~would ~~related~~adversely ~~offering~~affect ~~expenses~~our business prospects and our ability to continue our operations.

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.65

~~Pursuant~~Sources toof ~~the Agreement, Germfree paid us $750 on February 27, 2024 and $5,538 during April 2024.~~Liquidity

~~Off-Balance~~To ~~Sheet~~date, ~~Arrangements~~we have funded our operations primarily with the net proceeds from the issuance of convertible loans, the issuance of convertible promissory notes, draws upon a credit facility, the issuance and sale of equity securities and revenues generated from our business. As of December 31, 2024, we have cash and cash equivalents of $78. In the future, we expect to finance our cash needs through a combination of equity and debt financing (including the credit facility described below), including with related parties.

Segregated Portfolio Convertible Loan

Pursuant to the Convertible Loan Agreement for an initial loan of $1,000,000 and credit facility of up to $10,000,000, dated as of September 10, 2025, by and among Theracell Laboratories IKE (“Theracell”), a subsidiary of Octomera LLC, which is a subsidiary of Orgenesis Inc., and Alpha Prosperity Fund SPC, acting on behalf of and for the account of Segregated Portfolio P (the “Lender”), the Lender has the option, at its sole discretion, to convert the outstanding amount of the loans (currently, $[7,083,857]) into equity of either us or Theracell, such that the Lender would hold up to 80% of the outstanding share capital of the applicable entity. The conversion of the loan into our shares is subject to shareholder approval of the issuance of the required shares. In addition, the Agreement provides that the Lender will be issued a warrant to purchase 15% of the fully diluted share capital of either us or Theracell, at the Lender’s discretion, for an aggregate exercise price of $250,000 and exercisable for three years from issuance. The issuance of shares upon exercise of the warrant is likewise subject to shareholder approval of the issuance of such shares. Additional warrants would be issued in connection with each cumulative drawdown of an additional $1,000,000 under the credit facility. 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~~2024. 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.

6066

Revenue 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.

POCare Development Services

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

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

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).

Significant Judgement and Estimates

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

Cell Process Development Services

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

6167

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.

Revenue from POCare Cell processing

Revenues from POCare Cell processing represent performance obligations which are recognized either over, or at a point of time. The progress towards completion 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

Financial 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~~that we are exposed to any significant credit risk on these instruments, except ~~for~~ 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 our Chief Financial Officer, evaluated the effectiveness of our internal control over financial reporting as of December 31, ~~2023~~2024. 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. Based on this assessment, management identified the following material weaknesses:

62In connection with our audit for the year ended 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 relating thereto, 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, 2024, such weakness has not been remediated. Management’s plans for remediation, which occurred during 2025 and are continuing, 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.

~~Management~~We ~~has~~had ~~determined~~an ~~that~~inadequate wenumber ~~had~~of ~~the~~personnel ~~following~~with ~~material~~requisite ~~weakness~~expertise in ~~our~~the ~~internal~~key ~~control~~functional ~~over~~areas ~~financial~~of ~~reporting~~finance asand accounting and an inadequate number of ~~December~~personnel ~~31,~~to ~~2023:~~properly implement control procedures.

~~We did~~Management ~~not~~is ~~perform~~committed ~~appropriate analyses related~~ to ~~our~~improving its internal ~~control~~controls ~~over~~and ~~financial reporting in the accounting for whether it is probable we~~ will ~~collect~~(1) ~~substantially~~continue ~~all the consideration~~ to ~~which~~use wethird ~~are~~party ~~entitled~~specialists ~~for~~to ~~revenue~~address ~~services~~shortfalls ~~provided,~~in asstaffing ~~well~~and asto ~~our estimated~~assist ~~credit losses during 2023. As a result, we identified a deficiency in~~ the ~~operating effectiveness of our internal~~Company ~~control~~with ~~over financial reporting related to our~~ accounting ~~for revenues, credit losses~~ and ~~the~~finance ~~related impacts related to that~~responsibilities, ~~which~~ ~~resulted~~(2) inincrease the ~~restatement~~frequency of ~~our~~independent ~~unaudited~~reconciliations ~~condensed~~of ~~consolidated~~significant ~~financial~~accounts ~~statements~~which will ~~for~~mitigate the ~~three~~lack ~~months~~of ~~ended~~segregation ~~March~~of ~~31, 2023,~~duties ~~the~~until ~~three~~there ~~and~~are ~~six~~sufficient ~~months~~personnel ~~ended~~and ~~June~~(3) ~~30,~~may ~~2023~~consider ~~and~~appointing ~~the~~outside ~~three~~ directors and ~~nine~~audit ~~months~~committee ~~ended~~members ~~September~~in ~~30,~~the ~~2023~~future.

AsManagement, including ofour ~~December~~Chief ~~31,~~Executive ~~2023~~Officer and Chief Financial Officer, ~~such~~ has discussed the material weakness ~~has~~noted ~~not~~above ~~been~~with ~~remediated.~~our ~~Management’s~~independent ~~plans~~registered ~~for~~public ~~remediation,~~accounting ~~which~~firm. ~~will~~Due ~~occur~~to ~~during~~the ~~2024~~nature of this material weakness, ~~include~~there is a ~~thorough~~more ~~credit~~than ~~assessment~~remote oflikelihood ~~all~~that ~~new~~misstatements which ~~customers,~~could ~~analysis~~be ofmaterial ~~payment~~to ~~history for~~the ~~existing~~annual ~~customers~~or asinterim ~~well~~financial asstatements ancould ~~analysis~~occur onthat ~~expected~~would ~~credit~~not ~~losses~~be byprevented ~~customer~~or detected.

Because of these material weaknesses, management has concluded that our internal control over financial reporting was not effective as of December 31, 2024.

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.

Remediation Efforts

Management is evaluating and implementing measures to address these deficiencies, including seeking ways to improve access to the financial resources necessary for timely analysis of accounting for revenues, credit losses and the related impacts relating thereto and for ongoing compliance with financial reporting requirements. In addition, the Company is in process of designing and evaluating processes and controls relating to its ITGC environment that will involve the following:

Management believes that the material weaknesses did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and inadequate segregation of duties results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

The Company remains committed to strengthening its internal controls and improving the timeliness and accuracy of its financial reporting.

Changes 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~~ 2024 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~~March 1526, ~~2024~~2026.

Name	Age	Position
Vered Caplan	5556	Chief Executive Officer and Chairperson of the Board of Directors
Victor Miller	54	Chief Financial Officer, Secretary and Treasurer
Douglas Karriker	51	Chief Financial Officer, Treasurer and Secretary
David Sidransky (1) (2) (4)	63	Director
Itzhak Vider	64	Director
Guy Yachin (1) (2) (3) (4)	56	Director
Adam Pelavin (1)	47	Director
Yaron Adler (2) (3)	53	Director
Yaron Adler (2)	55	Director
Ashish Nanda (3)	58	Director
Mario Philips (1)	54	Director

(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.

63On October 19, 2024, Mark Goodman resigned as a director of the Company, On October 28, 2024, the Board of Directors of the Company, following the recommendation of the Nominating and Corporate Governance Committee of the Board, elected Adam Pelavin, Jagannathan Bhalaji, and Santhosh Nagaraj to serve as members of the Board. On December 24, 2024, Jagannathan Bhalaji resigned as a director of the Company. On August 9, 2025, Yaron Adler and Adam Pelavin resigned as directors of the Company. On August 18, 2025, Santhosh Nagaraja resigned as a director of the Company. Their resignations were not due to any disagreements with the Company on any matter relating to the Company’s operations, policies or practices.

On March 10, 2026, the Company appointed Mr. Douglas Karriker as the Chief Financial Officer, Treasurer and Secretary of the Company.

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 GammaCan 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~~Douglas ~~Miller~~Karriker – Chief Financial Officer, ~~Secretary~~Treasurer and ~~Treasurer~~Secretary

OnMr. ~~December~~Karriker ~~28,~~has ~~2023,~~served weas ~~appointed~~Financial ~~Victor~~Controller ~~Miller~~of asthe ~~our~~Company ~~Chief~~since ~~Financial~~September ~~Officer,~~2023. ~~Secretary~~Prior ~~and~~to ~~Treasurer~~joining ~~effective~~the ~~January 2~~Company, ~~2024.~~ Mr. ~~Miller~~ ~~previously~~Karriker served as Finance ~~Chief~~Director ~~Financial Officer and Secretary~~ at ~~Hycor~~Genixus, ~~Biomedical LLC~~Corp. ~~(“HYCOR”),~~until anAugust in2023. ~~vitro~~Prior ~~allergy diagnostic~~to ~~company~~that, ~~from 2014 to May 2023.~~ Mr. ~~Miller~~Karriker ~~has~~served ~~over~~as 30CFO/Treasurer/Vice ~~years~~President of ~~healthcare~~Finance ~~and finance industry experience, including 14 years~~at ~~leading~~DataTech ~~finance~~Global ~~functions~~from at2008 ~~early-stage life science companies. From 2009~~ to ~~2014~~2022, ~~prior~~where tohe ~~joining~~was ~~HYCOR,~~responsible ~~Mr.~~for ~~Miller~~financial ~~led~~planning ~~the~~and ~~Finance function~~analysis, attreasury ~~Neos Therapeutics~~operations, anand ~~early-stage~~investor ~~specialty pharmaceutical company~~relations. From ~~2000~~1997 to ~~2009~~2008, ~~Mr.~~he ~~Miller~~held ~~developed~~various ~~broad~~roles ~~healthcare functional~~in ~~experience~~corporate ~~with~~finance. ~~roles~~Mr. inKarriker ~~Corporate~~began ~~Development,~~his ~~Business~~career ~~Development,~~at ~~Marketing~~Delhaize ~~and~~US, ~~Strategy~~where ~~while~~he ~~working~~worked ~~for~~in ~~Baxter~~the ~~Healthcare~~financial accounting and ~~Giles~~reporting &division ~~Associates.~~of ~~From~~a ~~1996~~public ~~to 2000~~company, ~~Mr.~~operating ~~Miller gained significant transaction experience as an investment banker~~ in ~~London for~~the ~~Bankers~~consumer ~~Trust~~goods ~~and Merrill Lynch~~space. ~~Mr.~~He ~~Miller~~ holds a Bachelor of Science in ~~Economics~~ Accounting from ~~The~~Appalachian ~~Wharton~~State ~~School,~~ University ~~of Pennsylvania~~ and is a ~~Chartered~~Certified ~~Financial~~Public ~~Analyst~~Accountant (CPA).

Itzhak ~~Our~~Vider ~~Directors~~– Director

Dr. ~~David~~Vider ~~Sidransky~~has –served as a director since his appointment on July 8, 2024. Dr. Tsahi Vider is a Doctor of Medicine (Ben Gurion University, Israel, 1989) and a Board-Certified General Surgeon (Meir Hospital, Israel, 1998). He has over 20 years of experience in life-quality medical treatments, advanced aesthetic medicine, and clinical longevity. He is the founder of VIV Clinic, a leading medical wellness and aesthetic centers in Israel, and the Longevity Academy in Israel. Dr. Vider is an international expert in establishing and operating Hyperbaric Oxygen Therapy (HBOT) and Longevity Centers in multiple countries. Since 2024, he has served as the Medical Director at the Advanced Longevity Clinic in Israel.

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.71

64We believe that Dr. Vider 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.

WeAdam ~~believe~~Pelavin ~~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.~~Director

~~Guy~~Mr. ~~Yachin~~Pelavin –has ~~Director~~been a partner at LifeForce Capital, a healthcare venture firm that invests in software-driven innovation in drug discovery and development and in care delivery and coordination, where he co-leads the firm’s strategies for AI + health and neuro, since June 2023. Prior to becoming a partner, Mr. Pelavin served as an Advisor and Venture Partner at LifeForce Capital from June 2016, supporting investor relations and fundraising as well as sourcing and support. During that period, Mr. Pelavin also advised several additional healthcare startups. Prior to LifeForce Capital, Mr. Pelavin co-founded and co-led Comprisma, a startup focused on realigning macro financial incentives in the U.S. healthcare system, from Jan 2011 until June 2015. Mr. Pelavin began his career in education policy and research at EdSource and later worked as an independent education content creator. Mr. Pelavin received a B.A. in Pure Mathematics from Pomona College (2002) and an M.F.A. in Fiction from the University of California, Riverside (2009).

~~Mr.~~We ~~Yachin~~believe ~~has~~that ~~served as a director since his appointment on April 2, 2012.~~ Mr. ~~Yachin~~Pelavin ~~serves,~~is ~~since~~qualified 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,~~serve ~~Mr. Yachin was the CEO of NasVax Ltd., a company focused~~ on ~~the~~our ~~development~~Board of ~~improved~~Directors ~~immunotherapeutics~~because ~~and vaccines. Prior to joining NasVax, Mr. Yachin served as CEO~~ of ~~MultiGene~~his ~~Vascular~~business ~~Systems~~experience ~~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~~understanding ~~with Teva Pharmaceuticals Industries Ltd. He was CEO and founder~~ of ~~Chiasma~~advancing ~~Inc., a biotechnology company focused on~~ the ~~oral~~valuation ~~delivery~~ of ~~macromolecule~~companies ~~drugs, where he built the company’s presence~~ in ~~Israel~~emerging ~~and the U~~industries.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.

Pursuant 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~~four (64) members; Vered Caplan, Itzhak Vider, Adam Pelavin and Yaron Adler. 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.

Director Independence

~~Our~~We have three independent directors. Our Board of Directors is not currently 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~~Vider, ~~and~~Adam ~~Messrs.~~Pelavin ~~Yachin, Adler, Philips~~ and ~~Nanda~~Yaron isAdler are “independent” based on the definition set forth in the listing standards of the Nasdaq Stock Market, having concluded that any relationship between such ~~director~~directors 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~~Research and ~~Corporate~~Development ~~Governance~~ Committee~~, with~~. ~~each comprised of independent directors in accordance with the rules of~~ The ~~Nasdaq Stock Market and applicable federal securities~~sole ~~laws~~member ~~and~~of ~~regulations.~~each ~~The members~~ of the Audit Committee ~~are~~is ~~Dr.~~Adam ~~Sidransky and Messrs~~Pelavin. ~~Yachin and Philips.~~ The ~~members~~sole member of the Compensation ~~Committee~~ ~~are Dr. Sidransky and Messrs. Adler and Yachin. The members of the Nominating and Corporate Governance~~ Committee ~~are~~is ~~Messrs. Nanda,~~Yaron Adler ~~and Yachin~~. ~~We have also established a Research and Development Committee.~~ The ~~members~~sole member of the Research and Development Committee ~~are~~ ~~Mr.~~is ~~Yachin and~~ Dr. ~~Sidransky~~Vider.

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 http://www.orgenesis.com.

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 47 meetings in ~~2023~~2024. In addition, the Audit Committee reviewed and approved various corporate items by way of written consent during the year ~~2023~~2024. The Board has determined that ~~each~~the sole 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~~Vider is an “audit committee financial expert” within the meaning of Item 407(d)(5) of Regulation S-K and has ~~designated~~ designated him to fill that role. See “Directors, Executive Officers and Corporate Governance – Directors” above for ~~descriptions~~ 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.

Compensation 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.73

67The Compensation Committee held 2 meetings in 2024. In addition, the Compensation Committee reviewed and approved various corporate items by way of written consent during the year ended December 31, 2024. The Board of Directors has determined that the sole 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~~2024.

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, except for two late Form 4s filed by Victor Miller, one late Form 4 filed by Dr. Vider, a late Form 3 and Form 4 filed by Mark Goodman, one late Form 3 filed by Adam Pelavin, one late Form 3 filed by Jagannathan Bhalaji, and one late Form 3 filed by Santhosh Nagaraj.

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.

INSIDER TRADING POLICY

We have adopted an Insider Trading Policy that governs the purchase, sale and/or other dispositions of the Company’s securities by our directors, officers and employees, as well as their immediate family members and entities controlled by them, and that is designed to promote compliance with insider trading laws, rules and regulations.

ITEM 11. EXECUTIVE COMPENSATION

The following table shows the total compensation paid or accrued during the years ended December 31, ~~2023~~2024 and ~~2022~~2023. Our named executive officers consist of (1) our Chief Executive Officer, and (2) our ~~former~~ Chief Financial Officer ~~and (3) our former Chief Development Officer~~. As of December 31, ~~2023~~2024, there were no other executive officers who earned more than $100,000 during the year ended December 31, ~~2023~~2024 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~~2024.]

Summary Compensation Table

Name and Principal Position	Year	~~Salary ($)~~	Salary ($)	~~Bonus ($)~~	~~Stock Awards ($)~~	Bonus ($)	~~Option Awards ($) (1)~~	~~Non-Equity Incentive Plan Compensa- tion ($)~~	Stock Awards ($)	~~Non-qualified Deferred Compensation Earnings ($)~~	~~All Other Compensa- tion ($) (2)~~	Option Awards ($) (1)	~~Total ($)~~	Non-Equity Incentive Plan Compensa- tion ($)		Non-qualified Deferred Compensation Earnings ($)		All Other Compensa- tion ($) (2)		Total ($)
Vered Caplan	2023	259,029		-	-		-	-		-	82,355		341,384
Vered Caplan, CEO	2024			249,075			-			-			39,532		-		-		75,105		363,712
CEO	2022	243,868		-	-		107,941	-		-	92,100		443,909
	2023			259,029			-			-			-		-		-		82,355		341,384
Elliot Maltz Former CFO, Treasurer & Secretary(3)	2023	111,667		-	-		81,883	-		-	-		193,550
Victor Miller, CFO	2024			168,000			-			-			161,950		-		-		22,548		352,498
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~~2024. No executive officers received options awards in the year ended December 31, ~~2023~~2024. See below for a summary of options awarded in previous years.
(2)	For ~~2023~~2024 and ~~2022~~2023, 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~~2024 and ~~2022~~2023 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 Caplan		2024 2023		2,416 2,627		72,689 79,728		75,105 82,355
		2022		2,536		89,564		92,100
Victor Miller		2024		-		22,548		22,548
Efrat Assa Kunik		2023		377		18,313		18,690
		2022		436		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.”

6975

Outstanding Equity Awards at December 31, ~~2023~~2024

The following table summarizes the outstanding equity awards held by each named executive officer of our company as of December 31, ~~2023~~2024.

Name	Grant Date	Number of Shares Underlying Unexercised Options (#) Exercisable		Number of Shares Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)		Option Expiration Date
Vered Caplan	2209-~~Aug~~Dec-1416(1)		~~230~~16,~~189~~666		-		~~0.0012~~48	2209-~~Aug~~Dec-2426
	09-Dec-16(1)		166,667		-		4.80	09-Dec-26
	06-Jun-17(1)		8,333		-		72	06-Jun-27
	06-Jun-17(1)		83,334		-		7.20	06-Jun-27
	28-Jun-18(1)		24,999		-		83.6	28-Jun-28
	28-Jun-18(1)		250,001		-		8.36	28-Jun-28
	22-Oct-18(1)		8,500		-		59.9	22-Oct-28
	22-Oct-18(1)		85,000		-		5.99	22-Oct-28
	19-Mar-20(1)		8,500		-		29.9	18-Mar-30
	19-Mar-20(1)		85,000		-		2.99	18-Mar-30
	14-Jun-22(1)		8,500		-		20.00	13-Jun-32
	14-Jun-22(2)		63,750		21,250		2.00	13-Jun-32
	23-Jul-24(2)		2,125		6,375		6.40	22-Jul-34
Elliot Maltz	04-Sep-23		25,000		-		2.00	13-Jun-32
Victor Miller	02-Jan-24(2)		8,750		8,750		5	01-Jan-34
Efrat Assa Kunik	09-Dec-16(1)		16,667		-		4.8	09-Dec-26
	27-Jun-24(2)		3,750		16,250		6.3	27-Jun-34
	22-Oct-18(1)		15,000		-		5.99	22-Oct-28
	19-Mar-20(1)		15,000		-		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~~2024.
(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~~2024

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~~2024.

~~Option Awards~~

Option Awards

~~Stock Awards~~

Stock Awards

Name

~~Number of Shares Acquired on Exercise (#)~~

Number of Shares Acquired on Exercise (#)

~~Value Realized on Exercise ($) (1)~~

Value Realized on Exercise ($) (1)

~~Number of Shares Acquired on Vesting (#)~~

Number of Shares Acquired on Vesting (#)

~~Value Realized on Vesting ($)~~

Value Realized on Vesting ($)

(a)

~~(b)~~

(b)

~~(c)~~

(c)

~~(d)~~

(d)

~~(e)~~

(e)

Vered Caplan

-23,018

-183,921

Victor Miller

2,500

10,416

(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.

7076

Narrative Disclosure to Summary Compensation Table and Employment Agreements

Vered Caplan

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 Sàrl, 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.

7177

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~~249,~~029~~075 ~~during 2023~~2024. As of December 31, ~~2023~~2024, the $~~150~~225,000 chairperson fee for 2022 ,2023 and ~~2023~~2024 was unpaid, but accrued, per agreement by Ms. Caplan. In addition, in ~~2022~~2024 Ms. Caplan was awarded options to purchase 858,~~000~~500 shares of common stock.

Ms. Caplan received reimbursement for automobile and communication related expenses in the amount of $2,~~627~~416 in ~~2023~~2024 and $2,~~536~~627 in ~~2022~~2023. 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 $7972,~~728~~689 in ~~2023~~2024 and $8979,~~564~~728 in ~~2022~~2023. These amounts represent Swiss severance fund payments, managerial insurance funds, disability insurance, supplemental education fund contribution and social securities.

~~Elliot~~Victor ~~Maltz, former CFO, Secretary and Treasurer~~Miller

~~Mr.~~On ~~Maltz~~December ~~was~~28, 2023, the Company appointed Victor Miller as its Chief Financial Officer, ~~Treasurer~~effective ~~and~~January ~~Secretary on September 1~~2, ~~2023~~2024. ~~Pursuant~~In toconnection with Mr. ~~Maltz~~Miller’s appointment as Chief Financial Officer, he entered into a personal employment agreement (the “~~Employment~~Miller Employment Agreement”) with the Company hesetting isforth his compensation and certain other terms. Pursuant to the Employment Agreement, Mr. Miller was 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~~Miller ~~was~~will ~~granted~~receive a grant of 200,000 stock options (the “Stock Award”) upon the commencement of his employment. The Stock Award ~~will~~is subject to the terms of the Company’s equity compensation plan and a stock award agreement by and between the Company and Mr. Miller. The Stock Award will vest quarterly from the grant date (beginning March 31, 2024) over ~~four~~two years subject to Mr. ~~Maltz~~Miller’s continued employment through each such vesting date. Pursuant to the Employment Agreement, Mr. ~~Maltz~~Miller ~~resigned~~will be awarded an additional 200,000 stock options (or restricted ~~his~~stock ~~position~~units at Mr. Miller’s discretion) upon shareholder approval of an increase in the number of shares available under the Company’s option ~~effective~~plan ~~December~~and 3195,000 ~~2023.~~stock options (or restricted stock units at Mr. ~~Maltz~~Miller’s ~~base~~discretion) ~~salary~~at the end of ~~$111~~each calendar year of service,~~667~~ ~~earned~~which ~~during~~will ~~2023~~vest ~~was~~over ~~paid~~16 tocalendar ~~him~~quarters. Upon a Change in Control (as ~~per his~~defined ~~employment~~in ~~and~~the weEmployment ~~have~~Agreement), noall ~~further~~unvested ~~obligations~~options and/or ~~due~~RSU’s towill ~~him~~vest immediately.

~~Efrat~~The ~~Assa~~Employment Agreement also provides for the following severance payments upon termination by the Company without Cause (as defined in the Employment Agreement) or by Mr. Miller for Good Reason (as defined in the Employment Agreement): (i) payment of his then-~~Kunik~~current salary for a period of 4 months, with this period increasing by one month annually on the anniversary of the Commencement Date (as defined in the Agreement), up to a maximum of 6 months; (ii) subject to Mr. Miller’s co-payment of premium amounts and proper election to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company will contribute an amount equal to the monthly employer contribution towards Mr. Miller’s health insurance. This will continue until the earliest of 12 months from termination, his eligibility for group health plan benefits under another employer, or the cessation of his continuation rights under COBRA. Payment in each case is subject to Mr. Miller’s execution of a release satisfactory to the Company following such termination. If Mr. Miller’s employment terminates as a result of voluntary resignation, termination for Cause (as defined in the Employment Agreement), disability or death, he shall be entitled to receive Accrued Obligations (as defined in the Employment Agreement), but will not be eligible for severance pay and benefits.

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 2023.78

72Mr. Miller received an aggregate salary of $168,000 during 2024. In addition, in 2024 Mr. Miller was awarded options to purchase 40,000 shares of common stock of which 2,500 were exercised during the period ended December 31, 2024.

~~Ms.~~In ~~Assa-Kunik~~addition, ~~received~~the anCompany ~~aggregate~~contributed ~~salary~~to ofsavings, ~~$126~~health,~~933~~ ~~during~~severance, ~~2023~~pension, disability and ~~$162~~insurance plans,~~316~~ inincluding ~~2022.~~health, Ineducation, managerial ~~addition~~insurance funds, and redeemed vacation pay in ~~2022~~an Msamount equivalent to $22,548 in 2024. ~~Assa-Kunik~~These ~~was~~amounts ~~awarded~~represent severance fund ~~options~~payments, tomanagerial ~~purchase~~insurance 15funds,~~000~~ ~~shares~~disability ofinsurance, ~~common~~supplemental ~~stock~~education fund contribution and social securities.

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~~2024.

Name

Salary

Continuation

Vered Caplan

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

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

Director Compensation

The following table sets forth for each non-employee director that served as a director during the year ended December 31, ~~2023~~2024:

Year Ended December 31, ~~2023~~2024

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)		Option Awards ($) (1)			Non-equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Guy Yachin		100,000		-		~~6,067~~-	~~(2)~~		-		-		-		~~106~~100,~~067~~000
Yaron Adler		60,000		-		41,~~643~~323	(32)		-		-		-		6461,~~643~~323
Dr. David Sidransky		105,000		-		6,330	(4)		-		-		-		111,330
David Sidransky		35,000		-		-			-		-		-		35,000
Ashish Nanda		65,000		-		4230,~~907~~882	(53)		-		-		-		69295,~~907~~822
Mario Philips		5016,~~000~~667		-		4161,~~256~~817	(64)		-		-		-		54178,~~256~~484
Pelavin Adam						4,007	(5)								4,007
Bhalaji Jagannathan						4,007	(6)								4,007
Nagaraj Santhosh						4,007	(7)								4,007
Itzhak Vider						3,718	(8)								3,718

(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.

⁽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 1,750 options which was vested on December 12, 2025.
⁽³⁾	In respect of 1,835 options which was vested on December 12, 2025.
⁽⁴⁾	In respect of 26,698 options which was expired on June 27, 2025.
⁽⁵⁾	In respect of 1,250 options which was vested on December 12, 2025, and 625 options which will vest on December 12, 2027.
⁽⁶⁾	In respect of 1,875 options which was forfeited on December 26, 2024.
⁽⁷⁾	In respect of 1,458 options which was vested on December 12, 2025, and 208 will vest on December 12, 2026, and 209 will vest on December 12, 2027.
⁽⁸⁾	In respect of 208 options which was vested on July 8, 2025, 208 options which will vest on July 8, 2026, and 209 which will vest on July 8, 2027.

(2)	In respect of 19,600 options which will vest on December 12, 2024.
(3)	In respect of 15,000 options which will vest on December 12, 2024.
(4)	In respect of 20,450 options which will vest on December 12, 2024.
(5)	In respect of 15,850 options which will vest on December 12, 2024.
(6)	In respect of 13,750 options which will vest on December 12, 2024.

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

Compensation 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.

Compensation 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~~2024.

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~~March 1526, ~~2024~~2026 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~~March 1526, ~~2024~~2026 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 349,~~338~~799,~~782~~ 538 shares of common stock outstanding on ~~April~~March 1526, ~~2024~~2026.

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		47,~~988~~415,~~000~~801	(2)		1443.5308	%
Yehuda Nir c/o Orgenesis Inc. 20271 Goldenrod Lane Germantown, MD 20876		11,297,179	(3)		24.75	%
Neurocords, LLC 838 Walker Road, Suite 21 Dover, DE 19904		1,200,000	(3)		10.91	%
ALPHA PROSPERITY FUND c/o Orgenesis Inc. 20271 Goldenrod Lane Germantown, MD 20876		6,657,787	(4)		40.45	%
Alpha Prosperity Fund SPC c/o Orgenesis Inc. 20271 Goldenrod Lane Germantown, MD 20876		80,007,446	(5)		89.09	%

Security Ownership of Directors and Executive Officers

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership (1)			Percent(1)
Vered Caplan c/o Orgenesis Inc. 20271 Goldenrod Lane Germantown, MD 20876		1133,~~252,757~~774	(46)		31.5535	%
Elliot Maltz c/o Orgenesis Inc. 20271 Goldenrod Lane Germantown, MD 20876		25,000	(5)		<1%
Victor Miller c/o Orgenesis Inc. 20271 Goldenrod Lane Germantown, MD 20876		26,782	(7)		<1%
Efrat Assa Kunik c/o Orgenesis Inc. 20271 Goldenrod Lane Germantown, MD 20876		54,167	(7)		<1%
Itzhak Vider c/o Orgenesis Inc. 20271 Goldenrod Lane Germantown, MD 20876		1,708	(8)		<1%
Guy Yachin c/o Orgenesis Inc. 20271 Goldenrod Lane Germantown, MD 20876		150,867	(8)		<1%
Directors & Executive Officers as a Group (3 persons)		162,264			1.66	%
Dr. David Sidransky c/o Orgenesis Inc. 20271 Goldenrod Lane Germantown, MD 20876		153,467	(9)		<1%
Yaron Adler c/o Orgenesis Inc. 20271 Goldenrod Lane Germantown, MD 20876		203,721	(10)		<1%
Ashish Nanda c/o Orgenesis Inc. 20271 Goldenrod Lane Germantown, MD 20876		98,400	(11)		<1%
Mario Philips c/o Orgenesis Inc. 20271 Goldenrod Lane Germantown, MD 20876		60,000	(12)		<1%
Directors & Executive Officers as a Group (8 persons)		1,998,379			5.82	%

7581

Notes:

(1)	Percentage of ownership is based on 349,~~338~~799,~~782~~538 shares of our common stock outstanding as of ~~April~~March 1526, ~~2024~~2026. 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)	Consists of 47,~~988~~415,~~000~~801 shares of common stock issuable upon exercise of outstanding warrants at a price of $0.80 per share, exercisable until, September 2, 2030.
(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~~200,~~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)	Consists of (i) ~~278~~1,~~191 shares of common stock~~296,561 ~~(ii) 230,189~~ shares of common stock ~~issuable upon exercise of outstanding options at a price of $0.0012 per share~~, ~~(iii)~~and ~~166,667 shares of common stock issuable upon exercise of outstanding options at a price of $4.80 per share,~~ (ivii) 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~~361,~~000~~226 shares of common stock issuable upon exercise of outstanding ~~options~~warrants at a price of $20.9980 per share, ~~and~~exercisable ~~(viii) 74~~until,~~375~~ ~~shares~~February ~~of common stock issuable upon exercise of outstanding options at a price of $2.00 per share. Does not include option for 10~~12,~~625~~ ~~shares of common stock with an exercise price of $2~~2027.~~00 per share that are exercisable quarterly after June 24, 2024.~~
(5)	Consists of 25(i) 3,~~000~~289,490 shares of common stock, (ii) 3,782,913 shares of common stock issuable upon exercise of outstanding ~~options~~warrants at a price of $0.5807 per share, exercisable until, September 10, 2028, (iii) 4,350,350 shares of common stock issuable upon exercise of outstanding warrants at a price of $0.06 per share, exercisable until, September 10, 2028, (iv) 5,002,903 shares of common stock issuable upon exercise of outstanding warrants at a price of $0.05 per share, exercisable until, September 10, 2028, (v) 12,369,677 shares of common stock issuable upon exercise of outstanding warrants at a price of $0.04 per share, exercisable until, September 10, 2028, (vi) 7,608,790 shares of common stock issuable upon exercise of outstanding warrants at a price of $0.03 per share, exercisable until, September 10, 2028, (vii) 8,750,108 shares of common stock issuable upon exercise of outstanding warrants at a price of $0.03 per share, exercisable until, September 16, 2028, (viii) 10,062,625 shares of common stock issuable upon exercise of outstanding warrants at a price of $0.02 per share, exercisable until, November 4, 2028, (ix) 11,539,975 shares of common stock issuable upon exercise of outstanding warrants at a price of $0.02 per share, exercisable until, December 15, 2028, and (x) 13,250,615 shares of common stock issuable upon exercise of outstanding warrants at a price of $0.02 per share, exercisable until, January 15, 2028.
(6)
(6)	Consists 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.

7682

(7)	Consists 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.
(6)	Consists of (i) 50,838 shares of common stock, (ii)16,666 shares of common stock issuable upon exercise of outstanding options at a price of $48.00 per share, (iii)8,333 shares of common stock issuable upon exercise of outstanding options at a price of $72.00 per share, (iv)24,999 shares of common stock issuable upon exercise of outstanding options at a price of $83.60 per share, (v)8,500 shares of common stock issuable upon exercise of outstanding options at a price of $59.90 per share, (vi) 8,500 shares of common stock issuable upon exercise of outstanding options at a price of $29.90 per share, (vii) 8,500 shares of common stock issuable upon exercise of outstanding options at a price of $20.00 per share, and (viii) 7,438 shares of common stock issuable upon exercise of outstanding options at a price of $6.40 per share. Does not include option for 1,063 shares of common stock with an exercise price of $6.40 per share that are exercisable quarterly after March 31, 2026.
(8)	Consists 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.
(7)	Consists of (i) 2,500 shares of common stock, (ii)15,000 shares of common stock issuable upon exercise of outstanding options at a price of $5.00 per share, (iii)7,500 shares of common stock issuable upon exercise of outstanding options at a price of $6.30 per share, and (iv)1,782 shares of common stock issuable upon exercise of outstanding options at a price of $2.15 per share.
(9)	Consists 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.
(8)	Consists of (i) 208 shares of common stock issuable upon exercise of outstanding options at a price of $6.50 per share, and (ii) 1,500 shares of common stock issuable upon exercise of outstanding options at a price of $0.98 per share. Does not include option for 417 shares of common stock with an exercise price of $6.50 per share that are exercisable on July 8, 2026.
(10)	Consists 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)	Consists 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~~2024:

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)

2358,~~944,865~~981

329.6624

2170,~~046,646~~721

Equity compensation plans not approved by security holders

~~491~~47,~~671~~495

448.8000

Total

3406,~~436,536~~476

331.8243

2170,~~046,646~~721

(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~~2024 Consolidated Financial Statements included in this Annual Report on Form 10-K for the year ended December 31, ~~2023~~2024.

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

Transactions with Related Persons

Except as set out below, as of December 31, ~~2023~~2024, 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.

Pursuant 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.”

Director 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~~2024 and ~~2022~~2023. The following table sets forth the fees billed to us for professional services rendered by PwC for the years ended December 31, ~~2023~~2024 and December 31, ~~2022~~2023:

	Years Ended December 31,
Services:	~~2023~~2024		~~2022~~2023
Audit Fees (1)	$	~~225~~226,000	$	~~288~~225,~~705~~000
Audit-Related Fees (2)		42142,000		642,~~405~~000
Total fees	$	~~267~~368,000	$	~~295~~267,~~110~~000

(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~~2024.

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)

Financial 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.

Financial 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.

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)
3.1		Certificate of Change of Orgenesis Inc. dated September 20, 2024 (incorporated by reference to an exhibit to our current report on Form 8-K, filed on September 23, 2024)
3.3		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)

8085

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)
4.15		Form of Nir Warrant, dated as of January 1, 2024 (incorporated by reference to an exhibit to our current report on Form 8-K, filed on January 5, 2024)
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)
4.16		Form of Lukach Warrant, dated as of January 1, 2024(incorporated by reference to an exhibit to our current report on Form 8-K, filed on January 5, 2024)
4.17		Form of March 2024 Warrant (incorporated by reference to an exhibit to our current report on Form 8-K, filed on March 7, 2024)
4.18		Form of March 2024 Warrant (incorporated by reference to an exhibit to our current report on Form 8-K, filed on March 7, 2024)
4.19		Form of Warrant issued to Jacob Safier (incorporated by reference to an exhibit to our current report on Form 8-K, filed on August 26, 2024)
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)

8186

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)
10.17		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)
10.24		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)
10.42		Unit Purchase Agreement, dated as of January 29, 2024, between the Company and MM OS Holdings L.P. (incorporated by reference to an exhibit to our current report on Form 8-K, filed on January 31, 2024)
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)
10.43		Binding Term Sheet, dated as of February 26, 2024, between Orgenesis Maryland LLC and Germfree Laboratories LLC* (incorporated by reference to an exhibit to our current report on Form 8-K, filed on March 1, 2024)
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)
10.44		Securities Purchase Agreement, dated March 3, 2024, by and among the Company and the Investors (incorporated by reference to an exhibit to our current report on Form 8-K, filed on March 7, 2024)
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		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

10.49		Loan Agreement dated July 3, 2024, by and among the Borrower and Yehuda Nir (incorporated by reference to an exhibit to our current report on Form 8-K, filed on July 8, 2024)

10.50		Asset Purchase Agreement, dated as of July 10, 2024, between Orgenesis Inc. and Broaden Bioscience and Technology Corp.* (incorporated by reference to an exhibit to our current report on Form 8-K, filed on July 12, 2024)

10.51		Asset Purchase Agreement, dated as of July 12, 2024, among Orgenesis Inc., Theracell Advanced Biotechnology S.A, Theracell Advanced Biotechnology LTD and IDNA Genomics Public Limited* (incorporated by reference to an exhibit to our current report on Form 8-K, filed on July 12, 2024)

10.51		Strategic Partnership Agreement, dated as of August 9, 2024, by and between Orgenesis Inc. and Harley Street Healthcare Group (London) Plc Ltd.* (incorporated by reference to an exhibit to our current report on Form 8-K, filed on August 14, 2024)

10.52		Amended and Restated Promissory Note, dated as of August 23, 2024, by and between Orgenesis Maryland LLC, Jacob Safier and Orgenesis Inc. (incorporated by reference to an exhibit to our current report on Form 8-K, filed on August 26, 2024)

10.53		Loan Extension Agreement, dated as of October 31, 2024, by and between Koligo Therapeutics, Inc., the Company and Yehuda Nir (incorporated by reference to an exhibit to our current report on Form 8-K, filed on November 5, 2024)

10.54		Loan Agreement, dated as of October 31, 2024, by and between Koligo Therapeutics, Inc., the Company and Yehuda Nir (incorporated by reference to an exhibit to our current report on Form 8-K, filed on November 5, 2024)

10.55		Promissory Note, dated as of November 4, 2024, by and between Orgenesis Maryland LLC, the Company and Jacob Safier (incorporated by reference to an exhibit to our current report on Form 8-K, filed on November 5, 2024)

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		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

*Filed herewith

**Furnished herewith

ITEM 16. FORM 10-K SUMMARY

Not applicable.

8288

SIGNATURES

Pursuant 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.

ORGENESIS INC.

By:	/s/ Vered Caplan
	Vered Caplan
	Chief Executive Officer and Chairperson of the Board of Directors (Principal Executive Officer)
Date:	March 26, 2026

By:	/s/ Douglas Karriker
	Douglas Karriker
	Chief Financial Officer, Treasurer and Secretary (Principal Financial and Accounting Officer)
Date:	March 26, 2026

Pursuant 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 Caplan Vered Caplan Chief Executive Officer and Chairperson of the Board of Directors (Principal Executive Officer) Date: April 15, 2024 By: /s/ Victor Miller Victor Miller Chief Financial Officer, Treasurer and Secretary (Principal Financial and Accounting Officer) Date: April 15, 2024 By: /s/ Guy Yachin Guy Yachin Director Date: April 15, 2024 By: /s/ David Sidransky David Sidransky Director Date: April 15, 2024 By: /s/ Yaron Adler Yaron Adler Director Date: April 15, 2024 By: /s/ Ashish Nanda Ashish Nanda Director Date: April 15, 2024 By: /s/ Mario Philips Mario Philips Director Date: April 15, 2024

By:	/s/ Vered Caplan
	Vered Caplan
	Chief Executive Officer and Chairperson of the Board of Directors (Principal Executive Officer)
Date:	March 26, 2026

By:	/s/ Douglas Karriker
	Douglas Karriker
	Chief Financial Officer, Treasurer and Secretary (Principal Financial and Accounting Officer)
Date:	March 26, 2026

By:	/s/ Yaron Adler
	Yaron Adler
	Director
Date:	March 26, 2026

By:	/s/ Adam Pelavin
	Adam Pelavin
	Director
Date:	March 26, 2026

By:	/s/ Itzhak Vider
	Itzhak Vider
	Director
Date:	March 26, 2026

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ORGENESIS INC.

CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, ~~2023~~2024

TABLE OF CONTENTS

	Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB name: Kesselman & Kesselman C.P.A.s; PCAOB ID: 1309)	F-2
CONSOLIDATED FINANCIAL STATEMENTS:
Consolidated Balance Sheets	F-4
Consolidated Statements of Comprehensive Loss (Income)	F-6
Consolidated Statements of Comprehensive Loss	F-6
Consolidated Statements of Changes in Equity	F-7
Consolidated Statements of Changes in (Capital deficiency)	F-7
Consolidated Statements of Cash Flows	F-9
Notes to Consolidated Financial Statements	F-10

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~~2024 and ~~2022~~2023, 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~~2024 and ~~2022~~2023, 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.

Changes 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~~Critical audit ~~matter~~matters ~~communicated~~are ~~below~~matters ~~is a matter~~ arising from the current period audit of the consolidated financial statements that ~~was~~were communicated or required to be communicated to the audit committee and that (i) ~~relates~~relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. ~~The~~We ~~communication of~~determined ~~critical~~there ~~audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we~~ are ~~not,~~ byno ~~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~~matters.

Revenue 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 15~~March 26, ~~2024~~2026

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

ORGENESIS INC.

CONSOLIDATED BALANCE SHEETS

(U.S. Dollars, in thousands, except share and per share amounts)

	2023		2022
	2024		2023
	December 31,
	2023		2022
	2024		2023
Assets
CURRENT ASSETS:
Cash and cash equivalents	$	~~837~~78	$	~~5,311~~837
Restricted cash		~~642~~609		~~1,058~~642
Accounts receivable, net of credit losses of $0		88		36,183
Accounts receivable, net of credit losses of December 31, 2024 $14,281 ($0 as of December 31, 2023)		40		88
Prepaid expenses and other receivables		~~2,017~~34		~~958~~2,017
Receivables from related parties		~~458~~-		-458
Convertible loan		-		2,688
Inventory		-		34
Inventory		34		120
Total current assets		761		4,076
Total current assets		4,076		46,318
NON CURRENT ASSETS:
Deposits	$	3812	$	~~331~~38
Equity investees		8-		398
Loans to associates		-		96
Property, plants and equipment, net		578		1,475
Property, plants and equipment, net		1,475		22,834
Intangible assets, net		-		7,375
Intangible assets, net		7,375		9,694
Operating lease right-of-use assets		-		351
Operating lease right-of-use assets		351		2,304
Goodwill		-		1,211
Goodwill		1,211		8,187
Other assets		-		18
Deferred tax		-		103
Total non-current assets		590		10,476
Other assets		18		1,022
TOTAL ASSETS	$	1,351	$	14,552
Total non-current assets		10,476		44,610
TOTAL ASSETS	$	14,552	$	90,928

F-4

ORGENESIS INC.

CONSOLIDATED BALANCE SHEETS

(U.S. Dollars, in thousands, except share and per share amounts)

	December 31,
	2023		2022
	2024		2023
Liabilities and equity
CURRENT LIABILITIES:
Accounts payable	$	6,451	$	4,429
Short-term bank credit	$	40	$	-
Accounts payable related Parties		133		-
Accounts payable		10,428		6,451
Accounts payable		133		-
Accounts payable related Parties		2,695		133
Accrued expenses

Filing Compare · Orgenesis Inc.