Evogene investors plan tender offer to boost stake

Investor group led by L.I.A. Pure Capital and affiliates plans a special tender offer that would raise its Evogene voting stake to at least 25% if completed.

Rhea-AI Filing Summary

Evogene Ltd. (EVGN) received notice from a group of reporting persons, including L.I.A. Pure Capital Ltd., Invest Pro Shukai Hon Ltd., Kfir Silberman and Ron Yair Peled, that they intend to commence a special tender offer under Section 328 of the Israeli Companies Law.

The group currently reports beneficial ownership of 3,057,488 ordinary shares, representing 19.35% of Evogene’s ordinary shares, based on 15,801,407 shares outstanding as of July 27, 2026not less than 25% of Evogene’s outstanding voting rights.

Filing Explained

The amendment adds the ownership mechanics behind the reported 3,057,488-share stake: all 3,057,488 shares are listed as shared voting power; sole dispositive power is reported as 2,557,488 shares for Pure Capital and Kfir Silberman, and 500,000 shares each for Invest Pro and Ron Yair Peled.

Key Figures

Shares beneficially owned: 3,057,488 ordinary shares Percent of class beneficially owned: 19.35% Shares outstanding: 15,801,407 ordinary shares +2 more

5 metrics

Shares beneficially owned 3,057,488 ordinary shares Beneficially owned in aggregate by the reporting persons

Percent of class beneficially owned 19.35% Portion of Evogene ordinary shares beneficially owned by the reporting persons

Shares outstanding 15,801,407 ordinary shares Evogene shares outstanding as of July 27, 2026, used for the ownership calculation

Target voting stake At least 25% of outstanding voting rights Ownership level that would result if the special tender offer is consummated

Event date September 8, 2026 Date the letter of intention to commence a special tender offer was delivered to Evogene

Key Terms

special tender offer, Section 328 of the Israeli Companies Law, 5759-1999, beneficially owned, voting rights, +1 more

5 terms

special tender offer regulatory

"intend to commence a special tender offer pursuant to Section 328"

Section 328 of the Israeli Companies Law, 5759-1999 regulatory

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

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.

voting rights financial

"would result in the Reporting Persons holding, in the aggregate, not less than 25% of the Issuer's outstanding voting rights"

Voting rights are the ability of shareholders to have a say in important company decisions, like choosing leaders or approving big changes. They matter because they give owners a voice in how the company is run, similar to how voters influence elections, ensuring the company acts in shareholders’ interests.

Ordinary Shares financial

"ordinary shares, par value NIS 0.20 per share, of Evogene Ltd."

Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.

FAQ

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

What ownership stake in EVGN do the reporting persons currently hold?

The reporting persons state they beneficially own 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.

What did the investor group notify Evogene (EVGN) about on September 8, 2026?

On September 8, 2026, the reporting persons delivered a letter stating that they, acting individually or jointly, intend to commence a special tender offer pursuant to Section 328 of the Israeli Companies Law, 5759-1999.

What ownership level in EVGN is targeted by the planned special tender offer?

The planned special tender offer, if consummated, would result in the reporting persons holding, in the aggregate, not less than 25% of Evogene Ltd.’s outstanding voting rights.

On what share count is the 19.35% ownership in EVGN based?

The 19.35% beneficial ownership is calculated using 15,801,407 ordinary shares of Evogene Ltd. outstanding as of July 27, 2026, as reported by the company in its proxy statement for the 2026 Annual General Meeting of Shareholders.

Who are the main reporting persons involved in the EVGN special tender offer intention?

The securities are reported as held by L.I.A. Pure Capital Ltd. and Invest Pro Shukai Hon Ltd.. Kfir Silberman controls Pure Capital, and Ron Yair Peled is the owner and Chief Executive Officer of Invest Pro.

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

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Available on EDGAR 09/11/2026 - 06:32 AM Accepted by SEC EDGAR 09/11/2026 - 06:31 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. 6)

Evogene Ltd.

(Name of Issuer)

Ordinary shares, par value NIS 0.20 per 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)

09/08/2026

(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
(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. 6 ("Amendment No. 6") 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, by Amendment No. 4 on August 13, 2026 and by Amendment No. 5 on August 28, 2026 (as amended, the "Schedule 13D"). This Amendment No. 6 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. 6 is being filed to report that the Reporting Persons notified the Issuer of their intention to commence a special tender offer pursuant to Section 328 of the Israeli Companies Law, 5759-1999.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended to add the following at the end thereof: On September 8, 2026, the Reporting Persons delivered a letter to the Issuer notifying the Issuer that they, acting individually or jointly, intend to commence a special tender offer pursuant to Section 328 of the Israeli Companies Law, 5759-1999, which, if consummated, would result in the Reporting Persons holding, in the aggregate, not less than 25% of the Issuer's outstanding voting rights. A copy of the letter is attached hereto as Exhibit 9 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 9 - Letter from the Reporting Persons to the Issuer, dated September 8, 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:	09/11/2026

Kfir Silberman

Signature:	/s/ Kfir Silberman
Name/Title:	Kfir Silberman
Date:	09/11/2026

Invest Pro Shukai Hon Ltd.

Signature:	/s/ Eli Zamir
Name/Title:	Eli Zamir/Director
Date:	09/11/2026

Ron Yair Peled

Signature:	/s/ Ron Yair Peled
Name/Title:	Ron Yair Peled
Date:	09/11/2026