Evogene signs deal for four nominees' board elections

Subject to the agreement's terms, the reporting persons agreed not to commence a special tender offer for 60 days, alongside limits on Evogene's new share issuances.

Rhea-AI Filing Summary

Evogene Ltd. disclosed an October 6, 2026 Cooperation Agreement with L.I.A. Pure Capital Ltd. and Invest Pro Shukai Hon Ltd. Dr. Yael Margolin and Mr. Yoshinori Oikawa resigned before signing; the board appointed Dr. Adi Zuluf-Shani and Mr. Oz Adler until a shareholder meeting, where they will stand for election. The meeting will also consider the agreement and elections of Mr. Itay Maroz and Mr. Shahar Zadok to replace Mr. Dan Falk and Dr. Adrian Percy.

After shareholder approval, the board is expected to have seven directors: four reporting-person nominees and three continuing directors expected to serve up to six months. The reporting persons agreed to withdraw their announced tender-offer intention and, subject to the agreement, not commence a special tender offer for 60 days. Evogene agreed during that period not to issue ordinary shares or convertible or exchangeable securities, except employee issuances in the ordinary course consistent with past practice. Shared voting power is reported over 3,057,488 shares (16.94%).

Filing Explained

The four reporting persons each report the same 3,057,488-share shared-voting position, equal to 16.94% of shares outstanding; sole dispositive power is divided between Pure Capital (2,557,488 shares) and Invest Pro (500,000 shares).

Key Figures

Ordinary Shares outstanding: 18,053,071 shares Reported shared voting power: 3,057,488 Ordinary Shares Class represented by shared voting power: 16.94% +4 more

7 metrics

Ordinary Shares outstanding 18,053,071 shares As of October 5, 2026

Reported shared voting power 3,057,488 Ordinary Shares Reported by the reporting persons

Class represented by shared voting power 16.94% Based on Ordinary Shares outstanding as of October 5, 2026

Pure Capital sole dispositive power 2,557,488 Ordinary Shares Reported by L.I.A. Pure Capital Ltd.

Pure Capital shareholding percentage Approximately 14.17% Reported as a percentage of Evogene's outstanding share capital

Invest Pro sole dispositive power 500,000 Ordinary Shares Reported by Invest Pro Shukai Hon Ltd.

Invest Pro shareholding percentage Approximately 2.77% Reported as a percentage of Evogene's outstanding share capital

Key Terms

beneficial owner, shared voting power, sole dispositive power, special tender offer, +1 more

5 terms

beneficial owner regulatory

"may be deemed a beneficial owner"

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.

shared voting power regulatory

"a shared voting power over 3,057,488 Ordinary Shares"

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.

sole dispositive power regulatory

"has the sole dispositive power over 2,557,488 Ordinary Shares"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

special tender offer regulatory

"not to commence a special tender offer"

A special tender offer is a one-time, time-limited proposal by an issuer or a third party to buy a specified class of securities from holders at a stated price or on stated terms outside normal open-market trading. It is voluntary for holders, typically applies only to particular share classes, bonds, or other instruments, and often includes conditions such as a minimum or maximum aggregate acceptance, proration if more securities are tendered than sought, and a fixed expiration date. Unlike ongoing buyback programs, a special tender offer is a discrete event with its own offer document describing eligibility, payment terms, and any regulatory or shareholder approvals required.

at-the-market offering program financial

"including pursuant to its at-the-market offering program"

An at-the-market offering program lets a company sell newly issued shares directly into the open market at current trading prices through a broker, rather than issuing a large block of stock all at once. It matters to investors because it provides the company a flexible way to raise cash over time, which can dilute existing shares gradually and affect earnings per share and stock price depending on how much and when shares are sold—think of it as a faucet the company can open or close to add supply to the market.

FAQ

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

What board changes did EVGN's cooperation agreement provide for?

Dr. Yael Margolin and Mr. Yoshinori Oikawa resigned before the agreement was signed. The board appointed Dr. Adi Zuluf-Shani and Mr. Oz Adler to serve until the shareholder meeting and stand for election there. Shareholders will also consider electing Mr. Itay Maroz and Mr. Shahar Zadok to replace Mr. Dan Falk and Dr. Adrian Percy.

What restrictions apply to EVGN share issuances for 60 days?

For the 60 days following execution on October 6, 2026, Evogene agreed not to issue ordinary shares or securities convertible into or exchangeable for ordinary shares, including under its at-the-market offering program. The exception is employee issuances in the ordinary course of business and consistent with past practice.

How many EVGN shares do the reporting persons have voting power over?

The reporting persons report shared voting power over 3,057,488 Ordinary Shares, or 16.94% of the class. The percentage is based on 18,053,071 Ordinary Shares outstanding as of October 5, 2026.

Did EVGN's reporting persons proceed with a special tender offer?

They agreed to withdraw their previously announced intention to commence a special tender offer and, subject to the Cooperation Agreement's terms, not commence one for 60 days following execution. The agreement does not limit their right to acquire additional Evogene shares.

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

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Available on EDGAR 10/06/2026 - 04:10 PM Accepted by SEC EDGAR 10/06/2026 - 04:10 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)

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)

10/06/2026

(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)

16.94 %

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 18,053,071 Ordinary Shares outstanding as of October 5, 2026, as reported by the Issuer in the Issuer's Proxy Statement for its Special General Meeting, dated October 6, 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 October 6, 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)

16.94 %

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 18,053,071 Ordinary Shares outstanding as of October 5, 2026, as reported by the Issuer in the Issuer's Proxy Statement for its Special General Meeting, dated October 6, 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 October 6, 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)

16.94 %

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 18,053,071 Ordinary Shares outstanding as of October 5, 2026, as reported by the Issuer in the Issuer's Proxy Statement for its Special General Meeting, dated October 6, 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 October 6, 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)

16.94 %

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 18,053,071 Ordinary Shares outstanding as of October 5, 2026, as reported by the Issuer in the Issuer's Proxy Statement for its Special General Meeting, dated October 6, 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 October 6, 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. 7 ("Amendment No. 7") 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, by Amendment No. 5 on August 28, 2026 and by Amendment No. 6 on September 11, 2026 (as amended, the "Schedule 13D"). This Amendment No. 7 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. 7 is being filed to report that the entry into a Cooperation Agreement by and among the Reporting Persons and the Issuer dated October 6, 2026.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended to add the following at the end thereof: On October 6, 2026, the Reporting Persons entered into a Cooperation Agreement (the "Cooperation Agreement") with the Issuer. Pursuant to the Cooperation Agreement, among other things: (i) Prior to the execution of the Cooperation Agreement, Dr. Yael Margolin and Mr. Yoshinori Oikawa resigned from the Issuer's board of directors (the "Board"), and the remaining members of the Board appointed Dr. Adi Zuluf-Shani and Mr. Oz Adler, nominees of the Reporting Persons, to serve as directors until the General Meeting (as defined below), at which they will stand for election by the Issuer's shareholders; (ii) The Issuer agreed to convene a general meeting of shareholders (the "General Meeting") to consider, among other matters, (A) approval of the Cooperation Agreement, (B) the election of Mr. Itay Maroz and Mr. Shahar Zadok, nominees of the Reporting Persons, to the Board to replace outgoing directors Mr. Dan Falk and Dr. Adrian Percy, each of whom has delivered a resignation letter that will become effective upon such election, and (C) the election of Dr. Adi Zuluf-Shani and Mr. Oz Adler to the Board, in each case as further described above. (iii) Following shareholder approval of the foregoing proposals, the Board is expected to consist of seven directors, four of whom will be nominees of the Reporting Persons and three of whom will be continuing directors. The continuing directors are expected to continue serving for a transition period of up to six (6) months, unless otherwise agreed by the Board in consultation with the Reporting Persons, in order to facilitate the orderly transition of oversight and management of the Issuer's business and affairs. (iv) The Reporting Persons shall withdraw their previously announced intention to commence a special tender offer with respect to the Issuer and further agreed, subject to the terms of the Cooperation Agreement, not to commence a special tender offer for a period of sixty (60) days following execution of the Cooperation Agreement. During the same sixty (60)-day period, the Issuer agreed not to issue any ordinary shares or securities convertible into or exchangeable for ordinary shares, including pursuant to its at-the-market offering program, other than issuances to employees in the ordinary course of business and consistent with past practice. The Cooperation Agreement does not limit the Reporting Person's right to acquire additional shares of the Issuer. The foregoing description of the Cooperation Agreement is qualified in its entirety by reference to the full text of the Cooperation Agreement, which is attached hereto as Exhibit 10 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 18,053,071 Ordinary Shares outstanding as of October 5, 2026, as reported by the Issuer in the Issuer's Proxy Statement for its Special General Meeting, dated October 6, 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 October 6, 2026. Pure Capital has the sole dispositive power over 2,557,488 Ordinary Shares, representing in the aggregate approximately 14.17% of the outstanding share capital of the Issuer, and a shared voting power over 3,057,488 Ordinary Shares, representing in the aggregate approximately 16.94% of the outstanding share capital of the Issuer. Kfir Silberman does not directly own any Ordinary Shares. Mr. Silberman, as the owner and controlling shareholder of Pure Capital, may be deemed a beneficial owner of any Ordinary Shares beneficially owned by Pure Capital. Pro Invest has the sole dispositive over 500,000 Ordinary Shares, representing approximately 2.77% of the outstanding share capital of the Issuer, and a shared voting power over 3,057,488 Ordinary Shares, representing in the aggregate approximately 16.94% of the outstanding share capital of the Issuer. Ron Yair Peled does not directly own any 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 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.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended to add the following exhibit: Exhibit 10 - Form of Cooperation Agreement, dated October 6, 2026, by and among L.I.A. Pure Capital Ltd., Invest Pro Shukai Hon Ltd. and Evogene Ltd.

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:	10/06/2026

Kfir Silberman

Signature:	/s/ Kfir Silberman
Name/Title:	Kfir Silberman
Date:	10/06/2026

Invest Pro Shukai Hon Ltd.

Signature:	/s/ Eli Zamir
Name/Title:	Eli Zamir/Director
Date:	10/06/2026

Ron Yair Peled

Signature:	/s/ Ron Yair Peled
Name/Title:	Ron Yair Peled
Date:	10/06/2026