As filed with the U.S. Securities and Exchange Commission on September
28, 2026
Registration No. 333-282218
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 4
TO
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EVOGENE LTD.
(Exact name of Registrant as specified in its charter)
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Israel
(State or other jurisdiction of
incorporation or organization)
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2870
(Primary Standard Industrial
Classification Code Number)
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N/A
(I.R.S. Employer
Identification No.) |
13 Gad Feinstein Street, Park Rehovot
Rehovot 7638517, Israel
Telephone: +972-8-931-1900
(Address, including zip code, and telephone number,
including area code, of Registrant’s principal executive offices)
Puglisi & Associates
50 Library Avenue, Suite 204
Newark, Delaware 19711
(302)-738-6680
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies of all communications, including communications
sent to agent for service, should be sent to:
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Mike Rimon, Adv.
Jonathan M. Nathan, Adv.
Elad Ziv, Adv.
Meitar | Law Offices
16 Abba Hillel Silver Rd.
Ramat Gan 52506, Israel
Tel: (+972) (3) 610-3100
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Oded Har-Even, Esq.
Howard E. Berkenblit, Esq.
Brendan O’Brien, Esq.
Sullivan & Worcester LLP
1251 Avenue of the Americas
New York, NY 10020
Tel: 212.660.3000 |
Approximate date of commencement of proposed sale
to the public: Not applicable.
If any of the securities
being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933,
check the following box. ☐
If this Form is filed to
register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective
amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective
amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☐
If an emerging growth company
that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the
extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B)
of the Securities Act. ☐
† The term “new or revised financial
accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification
after April 5, 2012.
EXPLANATORY NOTE
Evogene Ltd. (“Evogene”
or the “Registrant”) filed with the Securities and Exchange Commission (the “SEC”) a registration
statement on Form F-1 (Registration No. 333-282218) (as amended, the “Registration Statement”) on September 19, 2024,
which was declared effective by the SEC on September 27, 2024, as amended by post-effective amendment No. 1 filed with the SEC on March
28, 2025, which was declared effective by the SEC on April 2, 2025, post-effective amendment No. 2 filed with the SEC on September 30,
2025, which was declared effective by the SEC on November 19, 2025, and post-effective amendment No. 3 filed with the SEC on March 26,
2026, which was declared effective by the SEC on April 3, 2026. The Registration Statement covers the resale from time to time by the
Selling Shareholder identified in the prospectus that forms a part of the Registration Statement of up to 3,384,616 ordinary shares, par
value NIS 0.2 per share, of Evogene (“ordinary shares”) issuable upon exercise of 3,384,616 ordinary warrants (the
“ordinary warrants”) that were held by the Selling Shareholder.
On February 11, 2026, the
Selling Shareholder exercised all of the ordinary warrants pursuant to an inducement offer letter agreement that it had entered into with
Evogene on February 10, 2026. All 3,384,616 ordinary shares underlying the ordinary warrants, which were registered for resale by the
Selling Shareholder under the Registration Statement, have been issued to the Selling Shareholder and have been sold by it.
This post-effective amendment
No. 4 to the Registration Statement (this “Post-Effective Amendment”) is being filed to terminate the effectiveness
of the Registration Statement, as all securities registered for resale thereunder have been sold. The Registrant is filing this Post-Effective
Amendment pursuant to the Registrant’s undertaking in Item 9(3) of the Registration Statement, which requires the Registrant to
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering, and to terminate the offering under the Registration Statement. Upon the effectiveness of this Post-Effective Amendment,
the Registration Statement, including all prospectuses and prospectus supplements forming a part thereof, shall be deemed deregistered
and terminated.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form F-1 and has duly caused this post-effective amendment to the registration statement on Form F-1 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Rehovot, State of Israel on September 28, 2026.
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Evogene Ltd. |
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By:
/s/ Ofer Haviv
Name: Ofer
Haviv
Title: Chief Executive
Officer and President
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No other person is required
to sign this Post-Effective Amendment to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE
UNITED STATES
Pursuant to the Securities
Act of 1933, as amended, the undersigned, Puglisi & Associates, the duly authorized representative in the United States of Evogene
Ltd., has signed this registration statement on September 28, 2026.
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Puglisi & Associates |
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By:
/s/ Donald J. Puglisi
Name: Donald
J. Puglisi
Title: Managing Director, Puglisi & Associates
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