Nasdaq warns Evogene (NASDAQ: EVGN) over $1.00 minimum bid rule
Filing Impact
Filing Sentiment
Form Type
6-K
Rhea-AI Filing Summary
Evogene Ltd. reported that it received a Nasdaq notice that its ordinary shares no longer meet the $1.00 minimum bid price required under Nasdaq Rule 5550(a)(2) after trading below this level for 30 consecutive business days. The company has 180 calendar days, until September 28, 2026, to regain compliance by having its closing bid price at or above $1.00 for at least ten consecutive business days.
Evogene’s shares will continue trading on the Nasdaq Capital Market under the symbol EVGN during this cure period, and its Tel Aviv Stock Exchange listing is unaffected. The company states that maintaining its Nasdaq listing is a key priority and that, if needed, it may consider actions such as a reverse stock split or other alternatives to restore compliance.
Positive
- None.
Negative
- Evogene is out of compliance with Nasdaq’s $1.00 minimum bid price rule, creating a defined timeline under which its Nasdaq listing could ultimately face delisting risk if compliance is not restored.
Insights
Nasdaq bid-price noncompliance creates delisting risk but includes a defined cure window.
Evogene received a Nasdaq notice after its shares closed below $1.00 for 30 straight business days, triggering noncompliance with Nasdaq Rule 5550(a)(2). This begins a 180-day grace period ending on September 28, 2026 to restore the closing bid to at least $1.00 for ten consecutive business days.
If compliance is not regained by then, Nasdaq staff may initiate delisting, although rules allow a potential additional 180-day extension if other listing standards are met and Evogene commits in writing to a cure plan. The company highlights Nasdaq listing as a key priority and notes it may consider options such as a reverse stock split, which can mechanically lift the share price but does not change underlying business performance.
Key Figures
Minimum bid price requirement: $1.00 per share
Noncompliance trigger period: 30 consecutive business days
Initial cure period: 180 calendar days
+2 more
5 metrics
Minimum bid price requirement
$1.00 per share
Nasdaq Rule 5550(a)(2) closing bid threshold
Noncompliance trigger period
30 consecutive business days
Period shares traded below $1.00 closing bid
Initial cure period
180 calendar days
Time allowed to regain compliance ending September 28, 2026
Compliance condition
10 consecutive business days
Closing bid must be at least $1.00 for this period
Potential additional cure period
Up to 180 calendar days
Possible extension if other listing standards are met
Key Terms
Nasdaq Rule 5550(a)(2), minimum bid price requirement, reverse stock split, Report of Foreign Private Issuer on Form 6-K, +2 more
6 terms
Nasdaq Rule 5550(a)(2) regulatory
"indicating that the Company is currently not in compliance with Nasdaq Rule 5550(a)(2)"
minimum bid price requirement financial
"to regain compliance with the minimum bid price requirement"
A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.
reverse stock split financial
"including potentially approving a reverse stock split, among other alternatives"
A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.
Report of Foreign Private Issuer on Form 6-K regulatory
"The contents of the press release attached to this Report of Foreign Private Issuer on Form 6-K"
forward-looking statements regulatory
"This press release contains "forward-looking statements" relating to future events."
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
generative AI technical
"a proprietary generative AI designed to explore vast chemical space"
Generative AI is a type of computer technology that can create new content, like text, images, or music, on its own. It’s important because it can produce realistic and useful material quickly, which could change how we create art, write stories, or even develop new products. Think of it as a smart robot that can invent and produce things almost like a human.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2026
Commission File Number: 001-36187
EVOGENE LTD.
(Translation of Registrant’s Name into English)
13 Gad Feinstein Street, Park Rehovot, Rehovot 7638517, Israel
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
CONTENTS
Receipt of Notice Re: Listing Bid Price Deficiency
On April 2, 2026, Evogene Ltd., or Evogene, issued a press release announcing its receipt of a letter from the Nasdaq
Stock Market LLC notifying Evogene of its deficiency in complying with Nasdaq Listing Rule 5550(a)(2) (which requires Evogene’s ordinary shares to maintain a closing bid price of at least $1.00 per share). A copy of the press release is attached
hereto as Exhibit 99.1 and incorporated herein by reference.
Exhibits
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Exhibit
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Description
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99.1
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Press release dated
April 2, 2026, issued by Evogene announcing its receipt of a minimum bid price deficiency letter from Nasdaq
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Incorporation by Reference
The contents of the press release attached to this Report of Foreign Private Issuer on Form 6-K, or Form 6-K, as
Exhibit 99.1 are incorporated by reference in Evogene’s registration statements on Form F-3 (Securities and Exchange Commission, or SEC, File No.’s 333-277565 and 333-294650, and Form S-8 (SEC File No.’s. 333-193788, 333-201443, 333-203856,
333-259215, 333-286197 and 333-294648), and will be a part thereof from the date on which this Form 6-K is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Date: April 2, 2026 |
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EVOGENE LTD.
(Registrant) By: /s/ Ofer Haviv Ofer Haviv Chief Executive Officer |
Exhibit 99.1
Evogene Reports Receipt of Nasdaq Minimum Bid Price Notification
Rehovot, Israel – April 2, 2026 –
Evogene Ltd. (Nasdaq, TASE: EVGN) (the “Company”, “Evogene”),
a pioneering company in computational chemistry, specializing in the generative design of small molecules for the pharmaceutical and agricultural industries, today reported that the Company received a letter (the “Letter”) from the Nasdaq Stock Market LLC (“Nasdaq”), indicating that
the Company is currently not in compliance with Nasdaq Rule 5550(a)(2), as the Company’s closing bid price for its ordinary shares has been below $1.00 per share for 30
consecutive business days.
The Nasdaq Stock Market Rules provide the Company a period of 180 calendar days to regain compliance. According to the Letter, the
Company has until September 28, 2026, to regain compliance with the minimum bid price requirement. The Company will regain compliance, if at any time during this 180-day period, the closing bid price of its ordinary shares is at least $1.00 for a
minimum period of ten consecutive business days, in which case the Company will be provided with a written confirmation of compliance from Nasdaq and this matter will be closed.
If the Company does not demonstrate compliance prior to the end of the 180-day period ending September 28, 2026, the Nasdaq staff will
notify the Company that its ordinary shares will be subject to delisting.
However, the Company may then be eligible for additional time to regain compliance, of up to a further 180 calendar days, if it meets
the continued listing requirement for the market value of its publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the bid price requirement. To be eligible, the Company will also need to
provide further written notice of its intention to cure the deficiency during the second compliance period.
It is noted that Evogene’s continued listing on Nasdaq remains a key priority for the Company. Should the situation not resolve itself
over the above-mentioned timeframe, the Company intends to consider other available options to cure the deficiency and regain compliance with the minimum bid requirement within the compliance period, including potentially approving a reverse stock
split, among other alternatives.
The Letter from Nasdaq has no immediate effect on the Company’s Nasdaq listing or the trading of its ordinary shares on Nasdaq, and
during the aforementioned cure period, as may be extended, the Company’s ordinary shares will continue to trade on the Nasdaq Capital Market under the symbol “EVGN”. It is further noted that the Letter from Nasdaq has no bearing on Evogene’s listing
on the Tel Aviv Stock Exchange, where its ordinary shares are traded under the ticker symbol “EVGN”.
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 AITM, a proprietary generative AI designed to explore vast chemical space and generate novel, highly potent small molecules optimized across multiple
critical parameters. By integrating AI-driven molecular design with experimental validation, ChemPass AI™ enables the efficient discovery of differentiated small-molecule candidates with improved probability of development success. 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" 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 has utilized forward-looking statements in this press release when it discusses its ability to regain
compliance with Nasdaq’s Listing Qualification requirements including by potentially effecting a reverse stock split to regain compliance with
the $1.00 minimum bid price requirement. 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, the ongoing war between Israel and the United States against Iran and its sponsored terrorist group, Hezbollah, as well as those additional risk factors identified in Evogene’s reports filed with the applicable securities authority. In addition, Evogene relies, and expects to continue to rely, on third parties to conduct
certain activities, such as field-trials and pre-clinical studies, and if those 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. 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 or assumptions.
Evogene Investor Relations Contact:
Email: ir@evogene.com
Tel: +972-8-9311901
FAQ
How long does Evogene have to regain Nasdaq minimum bid price compliance?
Evogene has 180 calendar days, until September 28, 2026, to regain compliance. It must achieve a closing bid price of at least $1.00 for a minimum of ten consecutive business days during this period.
What happens if Evogene does not meet the $1.00 bid requirement by September 28, 2026?
If Evogene does not regain compliance by September 28, 2026, Nasdaq staff may notify the company that its ordinary shares are subject to delisting, though rules permit a possible additional 180-day extension if certain conditions are met.
What actions might Evogene consider to regain Nasdaq bid price compliance?
Evogene states that continued Nasdaq listing is a key priority and notes it may consider available options to cure the deficiency, including potentially approving a reverse stock split among other alternatives, within the applicable compliance period.
Does the Nasdaq minimum bid price notice affect Evogene’s TASE listing?
The Nasdaq notice does not affect Evogene’s Tel Aviv Stock Exchange listing. The company’s ordinary shares will continue trading on the TASE under the ticker symbol EVGN regardless of the Nasdaq minimum bid price issue.