Risk Factors Update Summary

• Revenues for the year ended December 31, 2023, decreased by $11,310 thousand compared to 2022.
• The company may not be able to secure future payments, risking delisting if compliance is not met. This could impact stock price and access to capital.
• The Company entered into various agreements for convertible loans, impacting long-term convertible notes.
• ASU 2023-09 enhances income tax disclosures, addressing investor requests for improved information.
• Added relevance of historical billing and collection data to analysis, considering current and future economic conditions.
• Sample of revenue transactions and cash collections from historical billing data added.
• The company received loans totaling $2,726,000 in October through December 2023, with maturity dates extended in 2024.
• The Company acquired 100% of Octomera, impacting equity investments and loans to associates.
• The new accounting standard aims to reduce diversity in practice for joint ventures' contributions.
• Expenses for development services and research decreased by $11,310 thousand from 2022 to 2023.
• Addition of RSUs to stock-based compensation plan for employees. This could impact costs significantly.
• Ms. Assa Kunik's aggregate salary decreased from $162,316 in 2022 to $126,933 in 2023.
• The Company extended the maturity date of convertible loans to January 31, 2026, with an aggregate principal amount of $12,000 and increased the interest rate to 10%.
• The Company reduced the conversion price of loans from $7.00 to $2.50 and extended the term of warrants to January 31, 2026.
• The company entered into multiple securities purchase agreements in 2023, raising significant funds through offerings and private placements.
• Evaluation of management's assumptions related to revenue growth rates and projected operating income.
• The Company issued shares and warrants to Mida Biotech BV, impacting equity investments and financing.
• Elliot Maltz's base salary decreased from $335,000 in 2022 to $200,000 in 2023.
• Share in net loss of associated company decreased by $774 thousand from 2022 to 2023.
• Increase in total options granted under the Global Share Incentive Plan from 3,023,518 to 3,023,991.
• ASU 2023-07 expands segment disclosures, requiring more detailed reporting, effective after December 15, 2023.
• Change in the fair value of options granted to employees from $1.86 to $2.01.
• Metalmarket was corrected to Metalmark in the Redeemable Non-Controlling Interest section.
• Changes in cash flows from operating activities, with negative cash flows of $14,837 in 2023.
• Revenues decreased from $36,025,000 in 2022 to $530,000 in 2023, a significant drop.
• The Company entered into a convertible loan agreement with Yehuda Nir for up to $5,000, with interest at 8% per annum, payable by January 1, 2024.
• Impairment expenses remained constant at $699 thousand for the years ended December 31, 2022, and 2023.
• Ms. Caplan's automobile and communication expenses decreased from $436 in 2022 to $377 in 2023.
• Credit loss on convertible loan receivable was $2,688 for the year ended December 31, 2023, compared to $0 in 2022.
• Concerns raised about the Company's ability to continue as a going concern due to funding needs.
• Loss before income taxes increased from $11,960,000 in 2022 to $64,445,000 in 2023.
• Increase in the number of RSUs granted to employees from 142,000 to 142,000.
• The Company received a loan of $37.5 million from offshore lenders, repayable on June 7, 2024, with the right to convert into Common Stock.
• Financial expenses, net increased by $207 thousand from 2022 to 2023.
• The Company received an advance grant of Euro 738 ($801) from the Walloon region for the Exofasttrack project, focusing on Therapeutic Exosomes.
• Increase in the number of RSUs options outstanding at the beginning of the period from 517,175 to 517,469.
• Adoption of the new CECL standard for estimating credit losses effective January 1, 2023.
• The company identified a material weakness in internal controls over financial reporting, which could impact reporting accuracy and timeliness.
• Tax expense increased by $264 thousand from 2022 to 2023.
• The company expanded its cybersecurity risk management and strategy processes, focusing on protecting data and systems.
• The Company recorded a net loss attributable to Orgenesis Inc. of $55,361 for 2023, with a weighted average number of common shares outstanding of 29,007,869.
• Increase in the number of RSUs options exercisable at the end of the period from 453,005 to 453,206.
• Goodwill reallocation into two operating units, with goodwill solely allocated to the Therapies unit.
• The Company recognized grant income of $259 thousand in 2023, offset against research and development expenses.
• Increase in financial expenses from $1,292 to $1,971 due to interest expense on convertible loans.