Evogene investors lift stake, seek special meeting

Evogene Ltd. shareholders L.I.A.

Rhea-AI Filing Summary

Evogene Ltd. shareholders L.I.A. Pure Capital Ltd., Invest Pro Shukai Hon Ltd., Kfir Silberman and Ron Yair Peled report updated holdings and actions in Amendment No. 2 to their Schedule 13D. Together they report shared voting power over 2,252,000 ADSs and 56,100 Ordinary Shares, or about 17.41% of Evogene’s share capital, based on at least 13,258,521 Ordinary Shares held by non-affiliates as of July 17, 2026; the actual percentage may be lower if more shares are outstanding.

They report that Pure Capital acquired an additional 80,000 ADSs using working capital in open‑market transactions. They also describe a July 26, 2026 email to Evogene reiterating their demand to convene a special general meeting of shareholders, rejecting certain settlement proposals, reaffirming intentions outlined in a prior demand letter, requesting draft meeting and proxy materials, and reserving all legal rights.

Filing Explained

The group reports shared voting power over 17.41% of the stated share base, but its special-meeting effort remains incomplete.

This amendment updates the reporting group's ownership mechanics and confirms that its special-meeting effort remains a demand: the filing describes requested meeting and proxy materials, not a completed meeting.

Pure Capital reports sole dispositive power over 1,752,000 ADSs and 56,100 ordinary shares, while Invest Pro reports sole dispositive power over 500,000 ADSs; voting power over 2,252,000 ADSs and 56,100 ordinary shares is shared under an oral voting agreement.

Kfir Silberman and Ron Yair Peled do not directly own the reported securities, but the filing says each may be deemed a beneficial owner through the entity each controls and disclaims beneficial ownership beyond the applicable pecuniary interest.

The filing identifies drafts of meeting and proxy materials as requested items; progress on the special-meeting demand would therefore be established by those materials, issuer action, or a later filing.

Key Figures

Shared voting securities: 2,252,000 ADSs and 56,100 Ordinary Shares Reported beneficial ownership: 17.41% of share capital Pure Capital sole dispositive position: 1,752,000 ADSs and 56,100 Ordinary Shares +3 more

6 metrics

Shared voting securities 2,252,000 ADSs and 56,100 Ordinary Shares Reported as subject to shared voting power among the reporting persons

Reported beneficial ownership 17.41% of share capital Calculated using at least 13,258,521 Ordinary Shares held by non-affiliates as of July 17, 2026

Pure Capital sole dispositive position 1,752,000 ADSs and 56,100 Ordinary Shares Represents approximately 13.64% of Evogene’s outstanding share capital

Invest Pro sole dispositive position 500,000 ADSs Represents approximately 3.77% of Evogene’s outstanding share capital

Additional ADSs acquired 80,000 ADSs Purchased by L.I.A. Pure Capital Ltd. using working capital since Amendment No. 1

Non-affiliate Ordinary Shares baseline 13,258,521 Ordinary Shares Number of Ordinary Shares held by non-affiliates as of July 17, 2026, used to compute ownership

Key Terms

American Depositary Shares, beneficial owner, special general meeting of shareholders, Prospectus Supplement

4 terms

American Depositary Shares financial

"American Depositary Shares, each representing one (1) Ordinary Share"

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.

beneficial owner financial

"may be deemed a beneficial owner of any ADSs or Ordinary Shares"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

special general meeting of shareholders financial

"demand that the Issuer convene a special general meeting of shareholders"

Prospectus Supplement financial

"Amendment No. 1 to the Prospectus Supplement on Form 424(b)(5)"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

FAQ

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

What ownership stake in Evogene (EVGN) do the reporting persons disclose?

They report shared voting power over 2,252,000 ADSs and 56,100 Ordinary Shares, representing approximately 17.41% of Evogene’s share capital. This percentage is calculated using at least 13,258,521 Ordinary Shares held by non‑affiliates as of July 17, 2026.

Who are the reporting persons in this Schedule 13D/A related to Evogene (EVGN)?

The reporting persons are L.I.A. Pure Capital Ltd., Invest Pro Shukai Hon Ltd., Kfir Silberman and Ron Yair Peled, all organized or resident in Israel. Each may be deemed to beneficially own shares held through the respective entities they control.

What new share purchases in Evogene (EVGN) are disclosed in this amendment?

The amendment states that L.I.A. Pure Capital Ltd. acquired 80,000 additional ADSs of Evogene. These American Depositary Shares, each representing one Ordinary Share, were purchased using working capital in open‑market transactions after the prior amendment.

What actions are the reporting persons seeking regarding Evogene (EVGN) governance?

They reiterate a demand that Evogene convene a special general meeting of shareholders. In a July 26, 2026 email, they reject certain settlement proposals, reaffirm intentions from a prior demand letter, request draft meeting and proxy materials, and expressly reserve all rights under applicable law.

How is the reported 17.41% ownership in Evogene (EVGN) calculated?

The reported 17.41% is based on at least 13,258,521 Ordinary Shares held by non‑affiliates as of July 17, 2026. The amendment notes Evogene did not disclose total shares outstanding, so the actual ownership percentage may be lower if additional shares are outstanding.

Do the reporting persons claim full beneficial ownership of all reported Evogene (EVGN) securities?

They state that entities like Pure Capital and Invest Pro directly hold the ADSs and shares, and individuals may be deemed beneficial owners through control of those entities. Each reporting person disclaims beneficial ownership beyond his or its pecuniary interest and also disclaims that a group necessarily exists.

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

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Available on EDGAR 07/27/2026 - 07:23 AM Accepted by SEC EDGAR 07/27/2026 - 07:22 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. 2)

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)

07/26/2026

(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 2,308,100.00
9	Sole Dispositive Power 1,808,100.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,308,100.00

12

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

13

Percent of class represented by amount in Row (11)

17.41 %

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 at least 13,258,521 Ordinary Shares outstanding as of July 17, 2026. The Issuer disclosed in Amendment No. 1 to the Prospectus Supplement on Form 424(b)(5), filed with the Securities and Exchange Commission on July 17, 2026, that 13,258,521 Ordinary Shares were held by non-affiliates as of that date, but did not disclose the total number of ordinary shares outstanding. Accordingly, the actual number of ordinary shares outstanding may be higher, and therefore the Reporting Person's actual percentage ownership may be lower than the percentage reported herein.

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 2,308,100.00
9	Sole Dispositive Power 1,808,100.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,308,100.00

12

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

13

Percent of class represented by amount in Row (11)

17.41 %

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 at least 13,258,521 Ordinary Shares outstanding as of July 17, 2026. The Issuer disclosed in Amendment No. 1 to the Prospectus Supplement on Form 424(b)(5), filed with the Securities and Exchange Commission on July 17, 2026, that 13,258,521 Ordinary Shares were held by non-affiliates as of that date, but did not disclose the total number of ordinary shares outstanding. Accordingly, the actual number of ordinary shares outstanding may be higher, and therefore the Reporting Person's actual percentage ownership may be lower than the percentage reported herein.

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 2,308,100.00
9	Sole Dispositive Power 500,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,308,100.00

12

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

13

Percent of class represented by amount in Row (11)

17.41 %

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 at least 13,258,521 Ordinary Shares outstanding as of July 17, 2026. The Issuer disclosed in Amendment No. 1 to the Prospectus Supplement on Form 424(b)(5), filed with the Securities and Exchange Commission on July 17, 2026, that 13,258,521 Ordinary Shares were held by non-affiliates as of that date, but did not disclose the total number of ordinary shares outstanding. Accordingly, the actual number of ordinary shares outstanding may be higher, and therefore the Reporting Person's actual percentage ownership may be lower than the percentage reported herein.

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 2,308,100.00
9	Sole Dispositive Power 500,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,308,100.00

12

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

13

Percent of class represented by amount in Row (11)

17.41 %

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 at least 13,258,521 Ordinary Shares outstanding as of July 17, 2026. The Issuer disclosed in Amendment No. 1 to the Prospectus Supplement on Form 424(b)(5), filed with the Securities and Exchange Commission on July 17, 2026, that 13,258,521 Ordinary Shares were held by non-affiliates as of that date, but did not disclose the total number of ordinary shares outstanding. Accordingly, the actual number of ordinary shares outstanding may be higher, and therefore the Reporting Person's actual percentage ownership may be lower than the percentage reported herein.

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. 2 ("Amendment No. 2") to the Schedule 13D previously filed by the undersigned on July 10, 2026 and amended by Amendment No. 1 on July 20, 2026 (as amended, the "Schedule 13D"). This Amendment No. 2 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. 2 is being filed to report (i) the delivery by the Reporting Persons of an email to the Issuer on July 26, 2026 regarding the matters described in Item 4 of this Amendment No. 2, and (ii) certain acquisitions by Pure Capital of American Depositary Shares ("ADSs"), each representing one (1) Ordinary Share, since the filing of Amendment No. 1.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13D is hereby amended to add the following at the end thereof: Pure Capital acquired 80,000 additional ADSs using working capital.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended to add the following at the end thereof: On July 26, 2026, the Reporting Persons delivered an email to the Issuer in response to communications received from the Issuer regarding the Demand Letter previously disclosed in the Schedule 13D. In the email, the Reporting Persons reiterated their demand that the Issuer convene a special general meeting of shareholders, rejected certain settlement proposals discussed by the Issuer, reaffirmed their intention to pursue the matters described in the Demand Letter, and reserved all rights available to them under applicable law. The Reporting Persons also requested that the Issuer provide drafts of meeting and proxy materials relating to the requested special general meeting. A copy of such email is attached hereto as Exhibit 4 and is incorporated herein by reference.
Item 5.	Interest in Securities of the Issuer
(a)	Part (a) of Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: The information included herein is based on a total of at least 13,258,521 Ordinary Shares outstanding as of July 17, 2026. The Issuer disclosed in Amendment No. 1 to the Prospectus Supplement on Form 424(b)(5), filed with the Securities and Exchange Commission on July 17, 2026, that 13,258,521 Ordinary Shares were held by non-affiliates as of that date, but did not disclose the total number of ordinary shares outstanding. Accordingly, the actual number of Ordinary Shares outstanding may be higher, and therefore the Reporting Person's actual percentage ownership may be lower than the percentage reported herein. Pure Capital has the sole dispositive power over 1,752,000 ADSs and 56,100 Ordinary Shares, representing in the aggregate approximately 13.64% of the outstanding share capital of the Issuer, and a shared voting power over 2,252,000 ADSs and 56,100 Ordinary Shares, representing in the aggregate approximately 17.41% of the outstanding share capital of the Issuer. Kfir Silberman does not directly own any ADSs or Ordinary Shares. Mr. Silberman, as the owner and controlling shareholder of Pure Capital, may be deemed a beneficial owner of any ADSs or Ordinary Shares beneficially owned by Pure Capital. Pro Invest has the sole dispositive over 500,000 ADSs, representing approximately 3.77% of the outstanding share capital of the Issuer, and a shared voting power over 2,252,000 ADSs and 56,100 Ordinary Shares, representing in the aggregate approximately 17.41% of the outstanding share capital of the Issuer. Ron Yair Peled does not directly own any ADSs or Ordinary Shares. Ron Yair Peled is the owner and the Chief Executive Officer of Invest Pro. Mr. Yair Peled, as the owner and controlling shareholder of Invest Pro, may be deemed a beneficial owner of any ADSs or Ordinary Shares beneficially owned by Invest Pro. Voting power with respect to the reported securities is shared pursuant to the terms of the oral voting agreement, as described in Item 6. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. The Reporting Persons may be deemed to constitute a "group" for purposes of Section 13(d) of the Exchange Act. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that a group exists for purposes of Schedule 13(d) of the Exchange Act or for any other purpose, and each Reporting Person disclaims the existence of any such group.
(c)	Part (c) of Item 5 of the Schedule 13D is hereby amended and supplemented as follows: The transactions in the securities of the Issuer by the Reporting Persons since the filing of Amendment No. 1 to Schedule 13D are set forth in Exhibit 5 and are incorporated herein by reference. All of such transactions were effected in the open market.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended to add the following exhibits: Exhibit 4 - Email from the Reporting Persons to the Issuer, dated July 26, 2026. Exhibit 5 - Transactions in Securities.

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:	07/27/2026

Kfir Silberman

Signature:	/s/ Kfir Silberman
Name/Title:	Kfir Silberman
Date:	07/27/2026

Invest Pro Shukai Hon Ltd.

Signature:	/s/ Eli Zamir
Name/Title:	Eli Zamir/Director
Date:	07/27/2026

Ron Yair Peled

Signature:	/s/ Ron Yair Peled
Name/Title:	Ron Yair Peled
Date:	07/27/2026