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 September 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
On September 30, 2026 Evogene
Ltd., or Evogene, issued a press release announcing the receipt of a letter from the Nasdaq Stock Market LLC, regarding the grant of additional
180-day period, through March 29, 2027, to regain minimum bid price compliance. A copy of the press release is attached hereto as Exhibit
99.1 and incorporated herein by reference.
This Report of Foreign Private
Issuer on Form 6-K is incorporated by reference into the registration statements on Form F-3 (SEC File No. 333-277565 and 333-294650)
and Form S-8 (SEC File Nos. 333-193788, 333-201443, 333-203856, 333-259215, 333-286197 and 333-294648) of Evogene, filed with the Securities
and Exchange Commission, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents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.
Date: September 30, 2026 |
|
EVOGENE LTD.
(Registrant)
By: /s/ Ofer Haviv
——————————————
Ofer Haviv
Chief Executive Officer |
EXHIBIT INDEX
| EXHIBIT NO. |
DESCRIPTION |
| 99.1 |
Press Release: Evogene Reports Nasdaq Grants Additional 180-Day Period to Regain Minimum Bid Price Compliance |
Exhibit 99.1
Evogene Reports
Nasdaq Grants Additional 180-Day Period to Regain Minimum Bid Price Compliance
Rehovot, Israel – September 30, 2026
– Evogene Ltd. (Nasdaq, TASE: EVGN) (the “Company”, “Evogene”), a pioneer 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 on March 30, 2026 the Company was notified, based on the previous 30 consecutive business days, that it is 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. Therefore, in
accordance with the Nasdaq Listing Rules, the Company was provided 180 calendar days, or until September 28, 2026, to regain compliance.
According to the Letter, the Nasdaq staff determined
that the Company is eligible for an additional 180 calendar day period, until March 29, 2027, 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
(with the bid price requirement or with any other listing requirements) prior to the end of the 180-day period ending March 29, 2027,
Nasdaq’s staff will provide written notification that the Company’s securities will be delisted.
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 affecting a reverse share 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, 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 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 its ability to regain compliance under Nasdaq’s Listing
Qualification requirements including by potentially affecting a reverse share split to regain the $1.00 minimum bid compliance. 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. 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.
Investor Relations Contact:
ir@evogene.com
Tel: +972-8-9311901