EVGN (Nasdaq: EVGN) raises at-the-market ordinary share offering to $3.29M

Rhea-AI Filing Summary

EVGN is amending its existing at-the-market equity program with A.G.P./Alliance Global Partners to increase the maximum aggregate offering price of its ordinary shares from $2,926,500 to $3,288,113 under its Form F-3 shelf registration.

The ordinary shares, par value 0.2 NIS, may be sold from time to time in transactions deemed “at the market offerings” under Rule 415, with A.G.P. acting as sales agent on a best efforts basis for a 3.0% commission on gross sales. To date, EVGN has sold approximately $1,753,025.13 of ordinary shares under the Sales Agreement. The aggregate market value of public float was about $9,864,339.62 as of July 17, 2026, and the remaining capacity to sell securities under General Instruction I.B.5. of Form F-3 was $1,535,088.08.

Key Figures

ATM Program Size: $3,288,113 Prior ATM Limit: $2,926,500 Sold Under Sales Agreement: $1,753,025.13 +5 more

8 metrics

ATM Program Size $3,288,113 Maximum aggregate offering price of ordinary shares under Sales Agreement after amendment

Prior ATM Limit $2,926,500 Previous maximum aggregate offering price before this amendment

Sold Under Sales Agreement $1,753,025.13 Aggregate ordinary shares sold to date pursuant to the Sales Agreement

A.G.P. Commission 3.0% Commission rate on gross sales price per share under the Sales Agreement

Public Float $9,864,339.62 Aggregate market value of non-affiliate equity as of July 17, 2026

Non-Affiliate Shares 13,258,521 shares Ordinary shares held by non-affiliates used to calculate public float

Remaining I.B.5 Capacity $1,535,088.08 Capacity to sell securities under Form F-3 General Instruction I.B.5

Last Nasdaq Price $0.5848 per share Last reported sale price on Nasdaq Capital Market on July 16, 2026

Key Terms

at the market offerings, Sales Agreement, General Instruction I.B.5. of Form F-3, public float, +1 more

5 terms

at the market offerings financial

"Sales of our ordinary shares ... may be made in sales deemed to be “at the market offerings”"

At-the-market offerings are a way for a company to raise cash by selling newly issued shares directly into the open market at the current trading price through a broker, rather than in a single large sale. Think of it like topping up a gas tank a little at a time at whatever the pump price is; it gives the company flexibility to raise money when conditions are favorable but can increase the number of shares outstanding and dilute existing investors, and frequent or large sales can put downward pressure on the stock price.

Sales Agreement financial

"pursuant to the sales agreement, or the Sales Agreement, with A.G.P./Alliance Global Partners"

A sales agreement is a written contract that sets out the terms for selling goods, services, or assets, specifying price, delivery, payment schedule and responsibilities of each side. For investors it matters because it creates a predictable stream of revenue or cash obligations, clarifies timing and risk, and can change a company’s value or forecasts much like a signed order turns a customer’s verbal intent into a firm commitment.

General Instruction I.B.5. of Form F-3 regulatory

"as calculated in accordance with General Instruction I.B.5. of Form F-3"

public float financial

"the aggregate market value of our outstanding voting and non-voting common equity held by non-affiliates (i.e., our public float)"

Public float is the total number of a company's shares that are available for trading by the general public. It excludes shares held by company insiders or large stakeholders who are unlikely to sell them easily. This figure helps investors understand how much of the company's stock is actively available, which can influence its liquidity and how easily its price might change.

best efforts basis financial

"A.G.P. ... will act as a sales agent on a best efforts basis"

Offering Details

ATM

Offering

Offering Type ATM

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Available on EDGAR 07/17/2026 - 04:06 PM Accepted by SEC EDGAR 07/17/2026 - 04:05 PM Learn about SEC filing dates

FAQ

How much stock can EVGN now sell under its at-the-market offering?

EVGN increased its at-the-market equity program to a maximum aggregate offering price of $3,288,113 of ordinary shares, up from $2,926,500, under its Form F-3 shelf registration with A.G.P./Alliance Global Partners as sales agent.

What has EVGN already sold under the A.G.P. Sales Agreement?

EVGN has sold an aggregate of about $1,753,025.13 of its ordinary shares under the Sales Agreement. These sales were conducted through at-the-market offerings as defined in Rule 415 under the Securities Act.

What commission does A.G.P. earn on EVGN’s at-the-market sales?

A.G.P. is entitled to a 3.0% commission on the gross sales price per EVGN ordinary share sold. This compensation is deemed underwriting commissions or discounts, and A.G.P. is considered an underwriter under the Securities Act.

What is EVGN’s public float used for Form F-3 eligibility?

As of July 17, 2026, EVGN’s public float was approximately $9,864,339.62, based on a $0.74 closing price and 13,258,521 ordinary shares held by non-affiliates, calculated in accordance with General Instruction I.B.5. of Form F-3.

How much additional capacity does EVGN have under Form F-3 General Instruction I.B.5?

After selling approximately $1,753,025 of securities in the prior 12 months, EVGN’s remaining capacity to sell securities under General Instruction I.B.5. of Form F-3 is $1,535,088.08, as of the date of the amendment.

At what price was EVGN’s stock last reported before this amendment?

On July 16, 2026, the last reported sale price of EVGN’s ordinary shares on the Nasdaq Capital Market was $0.5848 per share. This quotation provides context for the at-the-market nature of the share sales program.

Filed Pursuant to Rule 424(b)(5) 

Registration No. 333-277565

AMENDMENT NO. 1 DATED July 17, 2026

To Prospectus Supplement dated June 11, 2026

(to Prospectus dated March 28, 2024)

  

Up to $3,288,113 

Ordinary Shares

This Amendment No. 1, or the Amendment, amends and supplements the information in the prospectus, dated March 28, 2024, filed with the Securities and Exchange Commission as a part of our registration statement on Form F-3 (File No. 333-277565), as previously supplemented by our prospectus supplement dated June 11, 2026, or the Existing Prospectus, relating to the offer and sale of up to $2,926,500 of our ordinary shares, par value 0.2 New Israeli Shekels, or NIS, per share, or the ordinary shares, pursuant to the sales agreement, or the Sales Agreement, with A.G.P./Alliance Global Partners, or A.G.P., dated June 11, 2026. This Amendment should be read in conjunction with the Existing Prospectus, and is qualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained in the Existing Prospectus. This Amendment is not complete without, and may only be delivered or utilized in connection with, the Existing Prospectus and any future amendments or supplements thereto.

We are filing this Amendment to supplement and amend, as of July 17, 2026, the Existing Prospectus to increase the maximum aggregate offering price of our ordinary shares that may be offered, issued and sold under the Sales Agreement from $2,926,500 to $3,288,113. Accordingly, we may offer and sell ordinary shares having a maximum aggregate offering price of up to $3,288,113.

Sales of our ordinary shares, if any, under the Existing Prospectus and this Amendment, may be made in sales deemed to be “at the market offerings” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, or the Securities Act. A.G.P. is not required to sell any specific number or dollar amount of securities but will act as a sales agent on a best efforts basis and will use commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms between A.G.P. and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. To date, we have sold an aggregate of $1,753,025.13 of our ordinary shares pursuant to the Sales Agreement.

A.G.P. will be entitled to compensation at a commission rate of 3.0% of the gross sales price per share sold pursuant to the terms of the Sales Agreement. See “Plan of Distribution” beginning on page S-12 of the Existing Prospectus for additional information regarding the compensation to be paid to A.G.P. In connection with the sale of our ordinary shares on our behalf, A.G.P. will be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation of A.G.P. will be deemed to be underwriting commissions or discounts. We also have agreed to provide indemnification and contribution to A.G.P. with respect to certain liabilities, including liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended.

Our ordinary shares are listed on the Nasdaq Capital Market, or Nasdaq, and the Tel Aviv Stock Exchange under the symbol “EVGN.” On July 16, 2026, the last reported sale price of the ordinary shares on Nasdaq was $0.5848 per ordinary share.

The aggregate market value of our outstanding voting and non-voting common equity held by non-affiliates (i.e., our public float) as of July 17, 2026, based on the closing price of our ordinary shares on the Nasdaq on May 19, 2026 ($0.74) and 13,258,521 ordinary shares held by non-affiliates, as calculated in accordance with General Instruction I.B.5. of Form F-3, was approximately $9,864,339.62. We have sold an aggregate of approximately $1,753,025 of securities pursuant to General Instruction I.B.5. of Form F-3 during the 12-calendar month calendar period that ends on, and includes, the date of this Amendment and, as a result, the capacity to sell securities under our Form F-3 Registration Statement pursuant to General Instruction I.B.5. is currently $1,535,088.08.

Investing in our ordinary shares involves risk. See “Risk Factors” beginning on page S-4 of the Existing Prospectus and in the documents incorporated by reference into the Existing Prospectus for a discussion of information that should be considered in connection with an investment in our ordinary shares.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the Existing Prospectus, this Amendment or the accompanying prospectus. Any representation to the contrary is a criminal offense.

A.G.P.

The date of this prospectus supplement is July 17, 2026.