Evogene Announces a Warrant Inducement Transaction for Approximately $3.4 Million of Gross Proceeds

Evogene (Nasdaq: EVGN) entered a warrant inducement agreement with an existing institutional investor to generate approximately $3.4 million of gross proceeds.

Rhea-AI Summary

Evogene (Nasdaq: EVGN) entered a warrant inducement agreement with an existing institutional investor to generate approximately $3.4 million of gross proceeds. The investor will immediately exercise August 2024 Series A and B warrants at $1.00 per share.

In return, the investor receives privately placed Series A-1 and B-1 warrants to buy up to 2,538,462 shares each at an exercise price of $1.25; A-1 expires in five years and B-1 in 18 months. Closing is expected on or about February 11, 2026, subject to customary conditions.

Positive

• Immediate gross proceeds of approximately $3.4 million
• New Series A-1 and B-1 warrants exercisable at $1.25, extending potential funding runway
• Company will file a registration statement covering resale of shares issuable on exercise

Negative

• Immediate exercise at a reduced price of $1.00 represents a concession to the investor
• Transaction could result in issuance of up to 8,461,540 ordinary shares if all warrants are exercised
• New warrants and underlying shares are unregistered and restricted until SEC registration or exemption

Argus Feb 10 session

-7.34% close to close Open Argus

Details

News Market Reaction – EVGN

In the Feb 10 session, EVGN declined 7.34%, reflecting a notable negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock moved -7.3% in the session following this news. A negative reaction despite securing $3.4 ...

Analysis

The stock moved -7.3% in the session following this news. A negative reaction despite securing $3.4 million in gross proceeds would fit a pattern where financing-driven news weighs on a small-cap biotech trading below its $1.21 200‑day MA. Additional A‑1 and B‑1 warrants, totaling 5,076,924 shares, create future supply concerns. Compared with earlier partnership and licensing news that sometimes led to gains, this capital-raising structure could have been interpreted as more dilutive than value-creating.

Key Figures

Existing Series A warrants: 1,692,308 shares Existing Series B warrants: 1,692,308 shares Exercise price (existing): $1.00 per share +5 more

Existing Series A warrants

1,692,308 shares

August 2024 Series A ordinary warrants exercised

Existing Series B warrants

1,692,308 shares

August 2024 Series B ordinary warrants exercised

Exercise price (existing)

$1.00 per share

Reduced exercise price for Existing Warrants

Gross proceeds

$3.4 million

Total gross cash from warrant inducement transaction

New Series A-1 warrants

2,538,462 shares

Unregistered Series A-1 warrants issued in private placement

New Series B-1 warrants

2,538,462 shares

Unregistered Series B-1 warrants issued in private placement

Exercise price (new)

$1.25 per share

Exercise price of New Warrants

Warrant terms

5 years / 18 months

A-1 warrants expire in five years; B-1 in eighteen months

Historical Context

5 past events · Latest: Feb 09

5 events

1. Feb 09

   Advisory board change

   24h Move

   +0.9%

   Added two professors to strengthen ChemPass AI scientific leadership.

2. Feb 04

   Licensing agreement

   24h Move

   +4.8%

   Exclusive global license of BMC128 microbiome therapy to Lishan Biotech.

3. Jan 07

   R&D collaboration

   24h Move

   -0.9%

   Collaboration with Unravel to develop first-in-class demyelination therapy.

4. Dec 30

   Management change

   24h Move

   -3.2%

   Appointed new VP of Business Development to expand partnerships.

5. Nov 11

   Strategic partnership

   24h Move

   +4.6%

   Casterra–Fantini collaboration to scale mechanized commercial castor farming.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

warrant inducement, warrants, private placement, exercise price, +3 more

7 terms

warrant inducement financial

"today announced its entry into a warrant inducement agreement with an existing"

Warrant inducement is when a company offers new warrants—options to buy shares at a set price—as a sweetener to persuade investors, lenders, or shareholders to approve a deal or provide financing. Investors should care because these extra warrants can dilute existing ownership if exercised, change the company’s future share supply and potential upside, and alter the risk/reward balance much like giving a coupon that could reduce future prices for original buyers.

warrants financial

"Series B ordinary warrants to purchase up to 1,692,308 ordinary shares"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

View in glossary

private placement financial

"the investor will receive in a private placement new Series A-1 unregistered"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

exercise price financial

"The New Warrants will have an exercise price of $1.25 per share and"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

registration statement regulatory

"The Company has agreed to file a registration statement with the SEC covering"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

accredited investors financial

"The securities were offered only to accredited investors. The Company has agreed"

Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.

unregistered regulatory

"new Series A-1 unregistered warrants to purchase up to 2,538,462 ordinary"

Unregistered describes a security, product, or offering that has not been filed with or approved by the relevant regulator (for example, the securities regulator or health agency). Think of it like buying a product that has not gone through the usual safety label or warranty checks — information may be limited, legal protections reduced, and resale or trading can be restricted. Investors should view unregistered items as higher risk because they often carry greater uncertainty about disclosure, liquidity, and regulatory compliance.

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

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REHOVOT, Israel and BOSTON, Feb. 10, 2026 /PRNewswire/ -- Evogene Ltd. (Nasdaq: EVGN) (TASE: EVGN) ("Evogene" or the "Company"), a pioneering computational chemistry company, specializing in the generative design of small molecules for the pharmaceutical and agricultural industries, today announced its entry into a warrant inducement agreement with an existing institutional investor of the Company for the immediate exercise of the August 2024 Series A ordinary warrants to purchase up to 1,692,308 ordinary shares (the "Series A Warrants"), and August 2024 Series B ordinary warrants to purchase up to 1,692,308 ordinary shares (the "Series B Warrants" and together with the Series A Warrants, the "Existing Warrants"). The Existing Warrants will be exercised at a reduced exercise price of $1.00 for total gross cash proceeds of approximately $3.4 million, before deducting financial advisor fees and other transaction expenses. The Company intends to use the net proceeds from the transaction for working capital and other general corporate purposes.

In consideration for the immediate exercise in full of the Existing Warrants, the investor will receive in a private placement new Series A-1 unregistered warrants to purchase up to 2,538,462 ordinary shares (the "Series A-1 Warrants") and new Series B-1 unregistered warrants to purchase up to 2,538,462 ordinary shares (the "Series B-1 Warrants" and together with the A-1 Warrants, the "New Warrants"). The New Warrants will have an exercise price of $1.25 per share and will be immediately exercisable upon issuance. The Series A-1 Warrants and Series B-1 Warrants will expire five years and eighteen months, respectively, from the date on which they are issued. The closing of the warrant inducement transaction is expected to occur on or about February 11, 2026, subject to satisfaction of customary closing conditions.

A.G.P./Alliance Global Partners is acting as the sole financial advisor in connection with the transaction.

The New Warrants described above were offered in a private placement pursuant to an applicable exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), and, along with the ordinary shares issuable upon their exercise, have not been registered under the Securities Act, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission ("SEC") or an applicable exemption from such registration requirements. The securities were offered only to accredited investors. The Company has agreed to file a registration statement with the SEC covering the resale of the ordinary shares issuable upon exercise of the New Warrants.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Evogene Ltd.: 

Evogene Ltd. (Nasdaq/TASE: EVGN) is a pioneering company in computational chemistry, specializing in the generative design of small molecules for the pharmaceutical and agricultural industries.

At the core of its technology is ChemPass AI™, a proprietary generative AI engine that enables the design of novel, highly potent small molecules optimized across multiple critical parameters. This powerful platform significantly improves success rates while reducing development time and costs.

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. We call this approach "Real-World Innovation".

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

Forward-Looking Statements:

This press release contains "forward-looking statements" relating to future events. These statements may be identified by words such as "may," "could," "expects," "hopes," "intends," "anticipates," "plans," "believes," "scheduled," "estimates," "demonstrates" or words of similar meaning. For example, Evogene is using forward-looking statements in this press release when it discusses the prospective closing of the warrant inducement transaction and its receipt of the net proceeds from the transaction. 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, including those risk factors identified  in Evogene's reports filed with the applicable securities authority. 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.

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.

What did Evogene (EVGN) announce in the February 10, 2026 warrant inducement transaction?

Evogene agreed to a warrant inducement to raise about $3.4 million through immediate warrant exercises. According to the company, August 2024 Series A and B warrants will be exercised at $1.00, and new private Series A-1 and B-1 warrants issued.

How will Evogene (EVGN) use the proceeds from the warrant inducement transaction?

The company intends to use net proceeds for working capital and general corporate purposes. According to the company, proceeds are approximately $3.4 million before fees and transaction expenses, funding near-term operations and liquidity needs.

What is the dilution impact for Evogene (EVGN) from the warrant inducement deal?

If all exercised, the transaction could add up to 8,461,540 ordinary shares outstanding from existing and new warrants. According to the company, this reflects full exercise of Series A/B and A-1/B-1 warrants and would dilute existing shareholders.

When will the Evogene (EVGN) warrant inducement transaction close and what are key timing terms?

Closing is expected on or about February 11, 2026, subject to customary closing conditions. According to the company, Series A-1 warrants expire in five years and Series B-1 warrants expire in eighteen months from issuance.