Orgenesis : Non-Reliance on Previously Issued Financial Report - Form 8-K

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On April 10, 2024, Orgenesis Inc. (the "Company"), in consultation with the Audit Committee of the Company's Board of Directors (the "Audit Committee"), reached a determination that the Company's unaudited condensed consolidated financial statements and related disclosures for the three months ended March 31, 2023, as reported in the Company's Quarterly Report on Form 10-Q filed on May 10, 2023 (the "Original First Quarter 2023 Form 10-Q"), the three and six months ended June 30, 2023, as reported in the Company's Quarterly Report on Form 10-Q filed on August 11, 2023 (the "Original Second Quarter 2023 Form 10-Q"), and the three and nine months ended September 30, 2023, as reported in the Company's Quarterly Report on Form 10-Q filed on November 11, 2023 (the "Original Third Quarter 2023 Form 10-Q"), should be restated and no longer be relied upon due to errors in accounting for (i) revenues, equity investees, goodwill, loss on and selling, general and administration expenses (ii) convertible loan receivable and credit losses expenses related to such convertible loan recorded during such quarters.

The Company has determined that it is appropriate to correct such errors in the Company's previously issued unaudited condensed consolidated financial statements by amending its Original First Quarter 2023 Form 10-Q (as amended, the "Amended First Quarter 2023 Form 10-Q"), its Second Quarter 2023 Form 10-Q (as amended, the "Amended Second Quarter 2023 Form 10-Q") and its Original Third Quarter 2023 Form 10-Q (as amended, the "Amended Third Quarter 2023 Form 10-Q"). Any previously furnished or filed reports, related earnings releases, investor presentations or similar communications of the Company describing the unaudited condensed consolidated financial statements and related financial results in the Company's Original First Quarter 2023 Form 10-Q, the Original Second Quarter 2023 Form 10-Q and Original Third Quarter 2023 Form 10-Q should no longer be relied upon. Such errors did not impact any previously filed audited financial statements. The Audit Committee and management also discussed this conclusion with the Company's independent registered public accounting firm, Kesselman & Kesselman, Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers International Limited.

In the Company's Original Filings, the Company overstated revenues, equity investees, and goodwill, and understated share in loss of associated companies and selling, general and administration expenses as a result of inappropriate accounting for revenue recognition and estimated credit losses, and overstated a convertible loan as a result of inappropriate accounting for estimated credit losses.

The Company will restate the unaudited condensed consolidated financial statements identified above. The Company expects to file the Amended First Quarter 2023 Form 10-Q, the Amended Second Quarter 2023 Form 10-Q and the Amended Third Quarter 2023 Form 10-Q to include the restated unaudited condensed consolidated financial statements with the U.S. Securities and Exchange Commission as soon as practicable.