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10-K2026-03-26· deepseek-chat

ORGS · Orgenesis Inc.

0001493152-26-012845

SEC filing

Summary

Orgenesis Inc. reported a net loss of $49.0 million for FY 2024, a significant improvement from a $64.9 million loss in FY 2023. Revenues increased to $1.0 million from $0.5 million, while the gross loss narrowed to $0.9 million from $5.7 million. The operating loss was $39.8 million, down from $53.6 million. Key drivers of the reduced loss included a $4.6 million change in contingent consideration and a $4.5 million gain from the deconsolidation of subsidiaries, offset by $18.3 million in impairment expenses. The company's financial condition is precarious, with an accumulated deficit of $224.8 million, negative equity of $37.5 million, and substantial doubt about its ability to continue as a going concern. Cash used in operations was $17.1 million, partially offset by $16.0 million in financing activities.

Key takeaways

Full analysis

Performance Summary

Orgenesis Inc. reported a net loss of $49.0 million for the fiscal year ended December 31, 2024, an improvement from a $64.9 million loss in the prior year. Revenues increased to $1.0 million from $0.5 million. The operating loss was $39.8 million, reduced from $53.6 million. Key factors improving the loss included a $4.6 million change in contingent consideration (income) and a $4.5 million gain from the deconsolidation of OBI, Korea, Belgium, Services, and Octomera subsidiaries. These were offset by significant impairment expenses of $18.3 million on long-lived assets and goodwill. The company's financial statements were prepared under a going concern assumption, with substantial doubt about its ability to continue due to recurring losses and negative cash flows.

Revenue Analysis

Total revenue for FY 2024 was $1.0 million, compared to $0.5 million in FY 2023. The revenue increase was primarily driven by the Octomera segment, which generated $0.5 million in revenue (up from $0.1 million), following its reconsolidation in January 2024. The Therapies segment contributed $0.5 million, relatively flat year-over-year. Revenue streams consisted of cell process development services and hospital services ($1.0 million) and license fees ($0.0 million). Major customers included Customer A (United States) at $0.5 million and Customer B (United States) at $0.3 million. The company's revenue base remains minimal relative to its cost structure.

Margins & Profitability

The company reported a gross loss of $0.9 million on revenue of $1.0 million, resulting in a gross margin of -86.3%. This represents a significant improvement from the prior year's gross loss of $5.7 million on $0.5 million of revenue (gross margin of -1080.2%). The improvement was due to lower cost of revenues ($1.9 million vs. $6.3 million). Operating expenses, excluding impairments, totaled $24.4 million (including $9.6 million in R&D and $14.8 million in SG&A), down from $45.8 million in the prior year. The $18.3 million impairment of long-lived assets and goodwill was a major non-cash charge that significantly impacted the operating loss.

Cash Flow & Balance Sheet

Net cash used in operating activities was $17.1 million, an increase from $14.8 million used in the prior year. Key adjustments to reconcile net loss included $18.3 million in impairment expenses and $4.3 million in convertible loan induced conversion expenses. Cash provided by financing activities was $16.0 million, primarily from proceeds from issuance of loans payable ($6.1 million), receipt from Germfree ($6.7 million), and proceeds from issuance of shares ($2.6 million). The balance sheet shows total assets of $1.4 million (down from $14.6 million), total liabilities of $38.9 million, and a capital deficiency (negative equity) of $37.5 million. Cash and cash equivalents were $0.1 million, with restricted cash of $0.6 million.

Outlook

The company's independent auditor expressed substantial doubt about its ability to continue as a going concern. Management plans include raising additional capital, exploring avenues to increase revenue, and reducing capital expenditures. The company's ability to fund operations is dependent on obtaining sufficient funding. During 2024, the company deconsolidated several non-operational subsidiaries (OBI, Korea, Belgium, Services) and reconsolidated Octomera. The company was delisted from Nasdaq in October 2024 and now trades on the OTCQX. Risk factors include the need for substantial additional financing, the early stage of its therapies, and intense competition in the biotech sector.