Evogene and Pure Capital Group Reach Cooperation Agreement to Resolve Differences and Reconstitute Board of Directors

The agreement restricts share and convertible-security issuance during a 60-day standstill, with an exception for ordinary-course employee issuances.

Rhea-AI Summary

Evogene (EVGN) entered into a cooperation agreement with Pure Capital Group that provides for changes to its board of directors.

A shareholder meeting will be held within 42 days following execution to elect nominees and approve the agreement. Following shareholder approval, the board will comprise seven directors: four Pure Capital Group nominees and three continuing directors. Pure Capital Group comprises L.I.A. Pure Capital and Invest Pro Shukai Hon.

Pure Capital Group agreed to withdraw its special tender offer notice and enter a 60-day standstill. During that period, Evogene agreed not to issue shares or convertible securities, except ordinary-course employee issuances consistent with prior practice.

1 point · 0 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

0 major · 2 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Moderate pointCooperation agreement signed with Pure Capital Group establishes a framework for board reconstitution.

Negative

• Moderate point. Forward-looking: it has not happened yet and may not happen.60-day issuance restriction covers shares and convertible securities, including the at-the-market facility, except qualifying employee issuances.
• Minor pointShareholder approval remains pending for the agreement and the proposed seven-director board structure.

News Explained

After shareholder approval, the three continuing directors are expected to serve for a transition period of up to six months, unless the board and Pure Capital Group agree otherwise; if any has not resigned by then, the board may call a shareholder meeting to consider removal.

Argus 15 min delay 11 alerts

-7.95% vs previous close $0.39 last price 4.5x rel. volume Open Argus

Details

Market move: EVGN -7.95% vs previous close. Board reconstitution agreement

+4.4% Peak in 0 min

$0.38 – $0.47 Day Range

$6.16M Market Cap

On Oct 6, the day this news came out, the latest delayed price for EVGN is 7.95% below the previous close. Argus tracked a peak move of +4.4% during the session. Our momentum scanner has recorded 11 alerts for this stock so far that day. The latest delayed price is $0.39. Relative volume is very high at 4.5x the average.

Data tracked by StockTitan Argus (15 min delayed). Upgrade to Gold for real-time data.

Key Figures

Shareholder meeting deadline: 42 days Board size: 7 directors Pure Capital Group nominees: 4 directors +2 more

Shareholder meeting deadline

42 days

No later than this period following execution of the agreement

Board size

7 directors

Following shareholder approval

Pure Capital Group nominees

4 directors

On the reconstituted board following shareholder approval

Continuing-director transition

Up to 6 months

Expected transition period following shareholder approval

Standstill period

60 days

Pure Capital Group to withdraw its special tender offer notice; Evogene also agreed to refrain from specified issuances

Key Terms

special tender offer, at-the-market facility, convertible securities, standstill period

4 terms

special tender offer regulatory

"initiate a special tender offer pursuant to Section 328"

A special tender offer is a one-time, time-limited proposal by an issuer or a third party to buy a specified class of securities from holders at a stated price or on stated terms outside normal open-market trading. It is voluntary for holders, typically applies only to particular share classes, bonds, or other instruments, and often includes conditions such as a minimum or maximum aggregate acceptance, proration if more securities are tendered than sought, and a fixed expiration date. Unlike ongoing buyback programs, a special tender offer is a discrete event with its own offer document describing eligibility, payment terms, and any regulatory or shareholder approvals required.

at-the-market facility financial

"including through its at-the-market facility"

An at-the-market facility is a standing arrangement that lets a publicly traded company sell new shares directly into the open market at whatever the current market price is, typically through an investment bank acting as a sales agent. For investors it matters because it provides the company with a flexible way to raise cash without a large, one-time share offering; however, selling additional shares can dilute existing ownership and, by increasing supply, may pressure the stock price like adding more tickets to a limited-seat event.

convertible securities financial

"issuing shares or convertible securities"

Convertible securities are bonds or preferred shares that can be exchanged for a company’s common stock at a predetermined price or under specified conditions. They matter because they combine the steadiness of a loan or fixed dividend with the potential upside of ownership; like a safety‑net that carries a one‑time ticket to become a shareholder, they affect expected returns and can dilute existing stock if converted.

View in glossary

standstill period financial

"enter into a 60-day standstill period"

A standstill period is a temporary pause written into an agreement or imposed by regulators during which certain actions—such as buying or selling shares, making takeover bids, or enforcing contract rights—are restricted or prohibited. Think of it as a moratorium that freezes particular moves so parties can negotiate, complete reviews, or avoid market disruption; for investors it affects timing, liquidity, and certainty around deals or corporate actions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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REHOVOT, Israel, Oct. 6, 2026 /PRNewswire/ -- Evogene Ltd. (Nasdaq: EVGN) (TASE: EVGN), a pioneer in computational chemistry specializing in the generative design of small molecules for the pharmaceutical and agricultural industries, today announced that it has entered into a comprehensive cooperation agreement (the "Agreement") with L.I.A. Pure Capital Ltd. and Invest Pro Shukai Hon Ltd. (together, the "Pure Capital Group") to resolve all outstanding differences between the parties. The agreement is intended to establish long-term operational stability and empower Evogene to focus entirely on its goal of becoming a world leader in AI-driven small-molecule discovery and optimization for the pharmaceutical and ag-chemical industries.

Subsequent to the Annual General Meeting of Evogene convened on September 4, 2026 (the "Meeting"), the Pure Capital Group asserted various claims concerning the voting results of the Meeting, as published by the Company in its Report of Foreign Private Issuer on Form 6-K dated September 4, 2026. Furthermore, on September 8, 2026, the Pure Capital Group served notice to the Company of its intention to initiate a special tender offer pursuant to Section 328 of the Israeli Companies Law, 5759-1999 (the "Companies Law").

Following constructive negotiations and discussions, Evogene and the Pure Capital Group reached an agreement that the Board of Directors of the Company (the "Board") unanimously determined to be in the best interests of the Company and its shareholders. The Agreement resolves all disputes, avoids a prolonged, disruptive, and expensive legal process, and affords the Company the stability to continue advancing its current business strategy, commercial collaborations, and technology development centered on ChemPass AI™.

Key Terms of the Cooperation Agreement

Under the terms of the Agreement, two current directors, Dr. Yael Margolin and Mr. Yoshinori Oikawa, who resigned from the Board will be replaced by Pure Capital Group nominees Dr. Adi Zuluf-Shani and Mr. Oz Adler. Promptly following execution, the Company will convene a general meeting of shareholders, to be held no later than forty-two (42) days following execution, to elect Dr. Zuluf-Shani and Mr. Adler as directors to the Board, to approve the Agreement, including the mutual waivers and releases and mutual non-disparagement covenants set forth therein, and, subject to such approval, to approve the election of two additional Pure Capital Group nominees, Mr. Itay Maroz and Mr. Shahar Zadok, in place of outgoing directors Mr. Dan Falk and Dr. Adrian Percy. Following shareholder approval, the reconstituted Board will comprise seven directors, including four nominated by the Pure Capital Group and three continuing directors (Mr. Ofer Haviv, Mr. Nir Nimrodi, and Mr. Leon Y. Recanati) who will serve during a transition period currently expected to be up to six months, unless otherwise agreed by the Board in consultation with the Pure Capital Group. Following that transition period, if any continuing director has not tendered his resignation from the Board, the Board may convene a general meeting of shareholders to remove that continuing director. In addition, the Pure Capital Group has agreed to formally withdraw its notice regarding the special tender offer and enter into a 60-day standstill period, during which the Company has also agreed to refrain from issuing shares or convertible securities, including through its at-the-market facility, other than issuances to employees in the ordinary course of business and in line with prior business practice.

About Evogene:

Evogene Ltd. (Nasdaq: EVGN) (TASE: EVGN) is a pioneering company in computational chemistry, specializing in the generative design of small molecules for drug development and ag-chemical products. At the core of its technology is ChemPass AI™, a proprietary generative AI designed to explore vast chemical space and generate novel, highly potent small molecules optimized across multiple critical parameters. Built on this powerful technological foundation, and through strategic partnerships alongside internal product development, Evogene is focused on creating breakthrough products for the pharmaceutical and agricultural industries, driven by the integration of scientific innovation with real-world industry needs.

For more information, please visit www.evogene.com.

Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 relating to future events. These statements may be identified by words such as "may," "could," "expects," "hopes," "intends," "anticipates," "plans," "believes," "scheduled," "estimates," "demonstrates," "designed to," "intended to," "with the goal of," or words of similar meaning. For example, Evogene uses forward-looking statements in this press release when it discusses the convening of a special general meeting of shareholders, the contemplated changes to the composition of its Board of Directors, the anticipated transition period, the expected benefits of the cooperation agreement, and the continuation and advancement of the Company's business strategy. Such statements are based on current expectations, estimates, projections and assumptions, describe opinions about future events, involve certain risks and uncertainties which are difficult to predict and are not guarantees of future performance. Therefore, actual future results, performance or achievements of Evogene and its subsidiaries may differ materially from what is expressed or implied by such forward-looking statements due to a variety of factors, many of which are beyond the control of Evogene and its subsidiaries, including, without limitation, the aftermath of the recent wars between Israel and each of (i) the terrorist groups Hamas and Hezbollah, (ii) Iran, and (iii) other regional terrorist groups supported by Iran, and any potential destabilizations in Israel, neighboring territories or the Middle East region, and those additional risk factors contained in Evogene's reports filed with the applicable securities authority. In addition, Evogene and its subsidiaries rely, and expect to continue to rely, on third parties to conduct certain activities, such as their preclinical studies, and if these third parties do not successfully carry out their contractual duties, comply with regulatory requirements or meet expected deadlines, Evogene and its subsidiaries may experience significant delays in the conduct of their activities. Forward-looking statements speak only as of the date of this press release. Evogene and its subsidiaries disclaim any obligation or commitment to update these forward-looking statements to reflect future events or developments or changes in expectations, estimates, projections and assumptions, except as required by applicable law.

Investor Relations Contact:
ir@evogene.com
Tel: +972-8-9311901

 

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SOURCE Evogene

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How will Evogene's board change under the Pure Capital Group agreement?

Following shareholder approval, Evogene's board will have seven directors, including four Pure Capital Group nominees. The nominees are Adi Zuluf-Shani, Oz Adler, Itay Maroz and Shahar Zadok. The three continuing directors are Ofer Haviv, Nir Nimrodi and Leon Y. Recanati.

How long will Evogene's continuing directors remain during the board transition?

The continuing directors will serve during a transition period currently expected to be up to six months, unless the board agrees otherwise in consultation with Pure Capital Group. After that period, the board may convene a shareholder meeting to remove any continuing director who has not tendered his resignation.