Evogene holders plan tender offer, 2 directors quit

Evogene faces dissident shareholder action and two director resignations while pursuing discussions to resolve meeting-related issues.

Rhea-AI Filing Summary

Evogene Ltd. (EVGN) reports that following its annual general meeting held on September 4, 2026, two dissident shareholders asserted claims concerning the published voting results and, on September 8, 2026, notified the company of their intention to initiate a special tender offer under Section 328 of the Israeli Companies Law, 5759-1999. The company states it is in discussions with these shareholders to resolve the matters. On September 9, 2026, directors Yoshinori Oikawa and Yael Margolin resigned from the board, and Evogene notes that their resignations were not related to any disagreement regarding its operations, policies or practices.

Positive

• None.

Negative

• Two board members resigned, Yoshinori Oikawa and Yael Margolin, reducing board continuity shortly after the annual general meeting.

Filing Explained

From submission, the report’s contents are incorporated by reference into Evogene’s identified Form F-3 and Form S-8 registration statements, making this disclosure part of those registration documents.

Key Figures

Annual general meeting date: September 4, 2026 Notice of special tender offer intention: September 8, 2026 Director resignation date: September 9, 2026 +1 more

4 metrics

Annual general meeting date September 4, 2026 Date Evogene’s annual general meeting was convened

Notice of special tender offer intention September 8, 2026 Date dissident shareholders served notice of intended special tender offer

Director resignation date September 9, 2026 Date Yoshinori Oikawa and Yael Margolin notified Evogene of their resignations

Number of resigning directors 2 directors Resignations reported on September 9, 2026

Key Terms

special tender offer, Israeli Companies Law, 5759-1999, Report of Foreign Private Issuer, dissident shareholders

4 terms

special tender offer financial

"intention to initiate a special tender offer pursuant to Section 328"

Israeli Companies Law, 5759-1999 regulatory

"special tender offer pursuant to Section 328 of the Israeli Companies Law, 5759-1999"

Report of Foreign Private Issuer regulatory

"voting results of the Meeting, as published by the Company in its Report of Foreign Private Issuer"

A report of a foreign private issuer is a formal filing that a non‑U.S. company makes to U.S. regulators to share important business, financial, or governance information with American investors. Think of it as a regular update or press packet that keeps investors informed about events that could change a company’s value—like earnings, management changes, contracts, or regulatory developments—so investors can make timely, informed decisions.

dissident shareholders financial

"L.I.A. Pure Capital Ltd. and Invest Pro Shukai Hon Ltd. (the “dissident shareholders”)"

Shareholders who publicly challenge a company’s management or board and push for specific changes in strategy, governance, leadership, or capital allocation. They act like a group of tenants organizing to force repairs or new rules: using formal tools such as shareholder proposals, proxy fights, or voting campaigns to try to replace directors, change policies, or influence major decisions. Their actions matter to investors because they can prompt boardroom change, affect short‑term share price volatility, and alter a company’s long‑term direction.

FAQ

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

What shareholder actions are disclosed in Evogene (EVGN)'s September 2026 Form 6-K?

Two dissident shareholders asserted claims concerning the September 4, 2026 meeting voting results and, on September 8, 2026, notified Evogene of their intention to initiate a special tender offer under Section 328 of the Israeli Companies Law.

Which directors resigned from Evogene (EVGN) and when?

On September 9, 2026, Yoshinori Oikawa and Dr. Yael Margolin each notified Evogene’s board of their resignation as directors. The company states their resignations were not related to any disagreement on operations, policies or practices.

Are the dissident shareholders’ claims about Evogene (EVGN)'s AGM voting results resolved?

No resolution is reported. Evogene states that it is currently conducting discussions with the dissident shareholders with a view to resolving their claims related to the September 4, 2026 annual general meeting voting results.

What kind of tender offer do dissident shareholders intend for Evogene (EVGN)?

The dissident shareholders served notice of their intention to initiate a special tender offer pursuant to Section 328 of the Israeli Companies Law, 5759-1999. The Form 6-K does not describe detailed terms of the contemplated offer.

How is this Evogene (EVGN) Form 6-K used in existing SEC registrations?

Evogene states that the content of this Form 6-K is incorporated by reference into its Form F-3 shelf registration statements and multiple Form S-8 registration statements, so it becomes part of those registration statements as of the submission date.

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

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Available on EDGAR 09/15/2026 - 05:15 PM Accepted by SEC EDGAR 09/15/2026 - 05:15 PM Learn about SEC filing dates

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

Discussions with Dissident Shareholders

Subsequent to the Annual General Meeting of Evogene Ltd. (the “Company”) convened on September 4, 2026 (the “Meeting”), L.I.A. Pure Capital Ltd. and Invest Pro Shukai Hon Ltd. (the “dissident shareholders”) 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 dissident shareholders served notice to the Company of their intention to initiate a special tender offer pursuant to Section 328 of the Israeli Companies Law, 5759-1999. The Company is currently conducting discussions with the dissident shareholders with a view to resolving these matters.

Resignation of Directors

On September 9, 2026, Mr. Yoshinori Oikawa and Dr. Yael Margolin each notified the Company’s board of directors of their resignation from their position as a member of the board of directors. Neither Mr. Oikawa’s nor Dr. Margolin’s resignation was related to any disagreement with the Company on any matter relating to its operations, policies or practices.

The content of this Form 6-K is incorporated by reference into the registration statements on Form F-3 (Securities and Exchange Commission 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) of the Company, 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 15, 2026 EVOGENE LTD.
(Registrant)

By: /s/ Ofer Haviv
Ofer Haviv
Chief Executive Officer