Evogene (EVGN) investor group pushes for board seats at annual meeting

Rhea-AI Filing Summary

Evogene Ltd. (EVGN) has an updated Schedule 13D/A showing that a group led by L.I.A. Pure Capital Ltd. and Invest Pro Shukai Hon Ltd., together with Kfir Silberman and Ron Yair Peled, beneficially owns 3,057,488 ordinary shares, representing 19.35% of Evogene’s ordinary shares, based on 15,801,407 shares outstanding as of July 27, 2026. Pure Capital has sole dispositive power over 2,557,488 shares, while Invest Pro has sole dispositive power over 500,000 shares, and all reporting persons share voting power over the full 3,057,488 shares.

This Amendment No. 5 reports that on August 28, 2026, the reporting persons disseminated a shareholder communication titled “Response of L.I.A. Pure Capital and Invest-Pro to Evogene's August 25, 2026 Press Release,” expressing their views on Evogene’s performance, governance and board composition and encouraging shareholders to support their nominees to Evogene’s board at the upcoming annual meeting. The communication is filed as Exhibit 8.

Key Figures

Beneficial ownership: 3,057,488 ordinary shares Ownership percentage: 19.35% Shares outstanding: 15,801,407 ordinary shares +5 more

8 metrics

Beneficial ownership 3,057,488 ordinary shares Shares of Evogene Ltd. beneficially owned by the reporting persons

Ownership percentage 19.35% Percentage of Evogene ordinary shares represented by 3,057,488 shares

Shares outstanding 15,801,407 ordinary shares Evogene ordinary shares outstanding as of July 27, 2026, per proxy statement

Sole dispositive power (L.I.A. Pure Capital Ltd.) 2,557,488 shares Ordinary shares over which L.I.A. Pure Capital Ltd. has sole dispositive power

Sole dispositive power (Invest Pro Shukai Hon Ltd.) 500,000 shares Ordinary shares over which Invest Pro Shukai Hon Ltd. has sole dispositive power

Shared voting power 3,057,488 shares Ordinary shares of Evogene over which the reporting persons share voting power

Amendment number Amendment No. 5 Fifth amendment to the previously filed Schedule 13D for Evogene

Date of event August 28, 2026 Date of the communication that triggered this Schedule 13D/A amendment

Key Terms

beneficially owned, Sole Voting Power, Shared Voting Power, dispositive power, +2 more

6 terms

beneficially owned financial

"The percentage of ordinary shares ... beneficially owned by the Reporting Person"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Sole Voting Power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

Shared Voting Power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: | 8 | Shared Voting Power"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

dispositive power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: ... Dispositive Power"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

American Depositary Shares financial

"Ordinary shares, par value NIS 0.20 per share and American Depositary Shares"

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

Annual General Meeting of Shareholders financial

"Proxy Statement for its 2026 Annual General Meeting of Shareholders"

FAQ

What ownership stake in Evogene Ltd. (EVGN) is reported in this Schedule 13D/A amendment?

The reporting persons disclose beneficial ownership of 3,057,488 ordinary shares of Evogene Ltd., representing 19.35% of the company’s ordinary shares based on 15,801,407 shares outstanding as of July 27, 2026, as reported in Evogene’s 2026 proxy materials.

Who are the reporting persons in this Evogene (EVGN) Schedule 13D/A Amendment No. 5?

The reporting persons are L.I.A. Pure Capital Ltd., Invest Pro Shukai Hon Ltd., Kfir Silberman, and Ron Yair Peled. Silberman controls Pure Capital, and Peled is the owner and CEO of Invest Pro, through which the securities are held.

How much voting and dispositive power over Evogene (EVGN) shares do the reporting persons have?

The reporting persons have shared voting power over 3,057,488 shares. L.I.A. Pure Capital Ltd. has sole dispositive power over 2,557,488 shares, and Invest Pro Shukai Hon Ltd. has sole dispositive power over 500,000 shares. None report sole voting power over any shares.

What new action is disclosed in this Evogene (EVGN) Schedule 13D/A amendment?

On August 28, 2026, the reporting persons disseminated a shareholder communication titled “Response of L.I.A. Pure Capital and Invest-Pro to Evogene's August 25, 2026 Press Release,” expressing views on Evogene’s performance, governance and board composition and encouraging support for their board nominees.

How was the Evogene (EVGN) shareholder communication referenced in this filing made part of the record?

The shareholder communication, titled “Response of L.I.A. Pure Capital and Invest-Pro to Evogene's August 25, 2026 Press Release” and dated August 28, 2026, is filed as Exhibit 8 and is incorporated by reference into this Schedule 13D/A amendment.

What securities of Evogene Ltd. (EVGN) are covered by this Schedule 13D/A?

The filing covers Evogene’s ordinary shares, par value NIS 0.20 per share, and American Depositary Shares (ADSs), each representing one ordinary share, as the classes of securities to which the reported beneficial ownership relates.

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Available on EDGAR 08/28/2026 - 09:21 AM Accepted by SEC EDGAR 08/28/2026 - 09:20 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

Evogene Ltd.

(Name of Issuer)

Ordinary shares, par value NIS 0.20 per share and American Depositary Shares, each representing one (1) Ordinary Share

(Title of Class of Securities)

M4119S187

(CUSIP Number)

Kfir Silberman
L.I.A. Pure Capital Ltd, 20 Raoul Wallenberg Street
Tel Aviv, L3, 6971916
972-3-7175777

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/28/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): M4119S187

1

Name of reporting person

L.I.A. Pure Capital Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,057,488.00
9	Sole Dispositive Power 2,557,488.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

3,057,488.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

19.35 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

(1) The percentage of ordinary shares, par value NIS 0.20 per share, of Evogene Ltd. (the "Ordinary Shares" and the "Issuer", respectively) beneficially owned by the Reporting Person is based on 15,801,407 Ordinary Shares outstanding as of July 27, 2026, as reported by the Issuer in the Issuer's Proxy Statement for its 2026 Annual General Meeting of Shareholders, dated July 31, 2026, attached as Exhibit 99.2 to the Issuer's Form 6-K that was furnished to the U.S. Securities and Exchange Commission on July 31, 2026.

SCHEDULE 13D

CUSIP Number(s): M4119S187

1

Name of reporting person

Kfir Silberman

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,057,488.00
9	Sole Dispositive Power 2,557,488.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

3,057,488.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

19.35 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) The securities reported on this Schedule are held by L.I.A. Pure Capital Ltd. ("Pure Capital"). Kfir Silberman is the officer, sole director, chairman of the board of directors and controlling shareholder of Pure Capital. (2) The percentage of Ordinary Shares beneficially owned by the Reporting Person is based on 15,801,407 Ordinary Shares outstanding as of July 27, 2026, as reported by the Issuer in the Issuer's Proxy Statement for its 2026 Annual General Meeting of Shareholders, dated July 31, 2026, attached as Exhibit 99.2 to the Issuer's Form 6-K that was furnished to the U.S. Securities and Exchange Commission on July 31, 2026.

SCHEDULE 13D

CUSIP Number(s): M4119S187

1

Name of reporting person

Invest Pro Shukai Hon Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,057,488.00
9	Sole Dispositive Power 500,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

3,057,488.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

19.35 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

(1) The percentage of Ordinary Shares beneficially owned by the Reporting Person is based on 15,801,407 Ordinary Shares outstanding as of July 27, 2026, as reported by the Issuer in the Issuer's Proxy Statement for its 2026 Annual General Meeting of Shareholders, dated July 31, 2026, attached as Exhibit 99.2 to the Issuer's Form 6-K that was furnished to the U.S. Securities and Exchange Commission on July 31, 2026.

SCHEDULE 13D

CUSIP Number(s): M4119S187

1

Name of reporting person

Ron Yair Peled

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,057,488.00
9	Sole Dispositive Power 500,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

3,057,488.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

19.35 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) The securities reported on this Schedule are held by Invest Pro Shukai Hon Ltd. ("Invest Pro"). Ron Yair Peled is the owner and the Chief Executive Officer of Invest Pro. (2) The percentage of Ordinary Shares beneficially owned by the Reporting Person is based on 15,801,407 Ordinary Shares outstanding as of July 27, 2026, as reported by the Issuer in the Issuer's Proxy Statement for its 2026 Annual General Meeting of Shareholders, dated July 31, 2026, attached as Exhibit 99.2 to the Issuer's Form 6-K that was furnished to the U.S. Securities and Exchange Commission on July 31, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary shares, par value NIS 0.20 per share and American Depositary Shares, each representing one (1) Ordinary Share
(b)	Name of Issuer: Evogene Ltd.
(c)	Address of Issuer's Principal Executive Offices: 13 Gad Feinstein Street, Park Rehovot, Rehovot, ISRAEL , 7638517.
Item 1 Comment: The following constitutes Amendment No. 5 ("Amendment No. 5") to the Schedule 13D previously filed by the undersigned on July 10, 2026 and amended by Amendment No. 1 on July 20, 2026, by Amendment No. 2 on July 27, 2026, by Amendment No. 3 on August 7, 2026 and by Amendment No. 4 on August 13, 2026 (as amended, the "Schedule 13D"). This Amendment No. 5 amends the Schedule 13D as specifically set forth herein. Each capitalized term used and not defined herein shall have the meaning assigned to such term in the Schedule 13D. Except as provided herein, each Item of the Schedule 13D remains unchanged. This Amendment No. 5 is being filed to report a communication disseminated by the Reporting Persons in response to the Issuer's press release dated August 25, 2026.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended to add the following at the end thereof: On August 28, 2026, the Reporting Persons disseminated a communication to shareholders entitled "Response of L.I.A. Pure Capital and Invest-Pro to Evogene's August 25, 2026 Press Release." In such communication, the Reporting Persons expressed their views regarding the Issuer's performance, governance and board composition and encouraged shareholders to support the Reporting Persons' nominees for election to the Issuer's board of directors at the Issuer's upcoming annual meeting of shareholders. A copy of such communication is attached hereto as Exhibit 8 and is incorporated herein by reference. .
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended to add the following exhibit: Exhibit 8 - Response of L.I.A. Pure Capital and Invest-Pro to Evogene's August 25, 2026 Press Release, dated August 28, 2026

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

L.I.A. Pure Capital Ltd.

Signature:	/s/ Kfir Silberman
Name/Title:	Kfir Silberman/Chairman and Chief Executive Officer
Date:	08/28/2026

Kfir Silberman

Signature:	/s/ Kfir Silberman
Name/Title:	Kfir Silberman
Date:	08/28/2026

Invest Pro Shukai Hon Ltd.

Signature:	/s/ Eli Zamir
Name/Title:	Eli Zamir/Director
Date:	08/28/2026

Ron Yair Peled

Signature:	/s/ Ron Yair Peled
Name/Title:	Ron Yair Peled
Date:	08/28/2026