Evogene Ltd. SEC Filings

L.I.A. Pure Capital Ltd., Invest Pro Shukai Hon Ltd. and related individuals filed Amendment No. 1 to their Schedule 13D on Evogene Ltd. after Pure Capital purchased 202,000 additional American Depositary Shares (ADSs) using working capital. The reporting persons now beneficially own 2,228,100 Ordinary Shares/ADSs, representing about 16.81% of Evogene’s share capital.

This percentage is calculated using 13,258,521 Ordinary Shares reported as held by non-affiliates as of July 17, 2026, and they state the actual percentage ownership may be lower. Pure Capital has sole dispositive power over 1,672,000 ADSs and 56,100 Ordinary Shares, while Invest Pro has sole dispositive power over 500,000 ADSs, with voting power shared under an oral voting agreement. The individuals may be deemed beneficial owners through their control of these entities but expressly disclaim beneficial ownership beyond their pecuniary interests and the existence of any Section 13(d) group.

EVGN is amending its existing at-the-market equity program with A.G.P./Alliance Global Partners to increase the maximum aggregate offering price of its ordinary shares from $2,926,500 to $3,288,113 under its Form F-3 shelf registration.

The ordinary shares, par value 0.2 NIS, may be sold from time to time in transactions deemed “at the market offerings” under Rule 415, with A.G.P. acting as sales agent on a best efforts basis for a 3.0% commission on gross sales. To date, EVGN has sold approximately $1,753,025.13 of ordinary shares under the Sales Agreement. The aggregate market value of public float was about $9,864,339.62 as of July 17, 2026, and the remaining capacity to sell securities under General Instruction I.B.5. of Form F-3 was $1,535,088.08.

Evogene Ltd. reports increasing the maximum aggregate offering price of ordinary shares available under its at-the-market Sales Agreement with A.G.P./Alliance Global Partners from $2,926,500 to $3,288,113, enabling potential issuance of an additional $361,613 of ordinary shares, supported by a legal opinion.

The company also updates its risk factors to describe an ongoing campaign by activist shareholders who filed a Schedule 13D on July 10, 2026 and requested a shareholder meeting to replace most directors. Evogene states that such activism and any resulting proxy contest could materially and adversely affect its business, financial condition, results of operations and the market price of its ordinary shares, and incorporates this disclosure into certain existing registration statements.

Evogene Ltd. shareholders L.I.A. Pure Capital Ltd. and Invest Pro Shukai Hon Ltd., together with their principals, disclosed significant stakes and an activist campaign. Pure Capital and its controlling shareholder, Kfir Silberman, beneficially own 1,526,100 Evogene Ordinary Shares and ADSs, representing 12.61% of the outstanding share capital based on 12,104,457 Ordinary Shares outstanding as of June 3, 2026. Invest Pro and its owner, Ron Yair Peled, beneficially own 500,000 ADSs, representing 4.13% of the outstanding share capital.

On July 10, 2026, these holders sent Evogene a letter demanding a special general meeting of shareholders to vote on removing current directors other than Ofer Haviv, electing their own nominees, and approving compensation, exemption, indemnification and insurance arrangements for those nominees. The reporting persons have an oral agreement to share voting power over 2,026,100 shares while each retains sole dispositive power over its own holdings and intend to formalize this in a written voting agreement.

Evogene Ltd. provides an overview of its ChemPass AI platform, which uses generative AI to design and optimize novel small molecules for pharmaceutical and agricultural applications. The system combines three tools—PointHit, ActiveSearch and LeadOpGPT—to screen ultra-large libraries and fine‑tune candidates across potency, selectivity, solubility and other properties.

The presentation highlights collaborations with Google Cloud to build a generative AI model trained on 38 billion molecular structures and to integrate AI agents that automate design–make–test–analyze cycles. Evogene outlines a pharma pipeline spanning oncology, immunology, neurology and metabolic disease projects, including programs in aggressive breast cancer and gout‑related metabolic conditions.

In agriculture, work is conducted through its AgPlenus subsidiary, targeting new herbicides and fungicides such as a wheat blotch program in a European fungicide market exceeding $1.2 billion annually. The company emphasizes co‑development and out‑licensing business models with academic groups, biotech firms and global crop protection companies.

Evogene Ltd. is offering up to $2,926,500 of its ordinary shares in an at-the-market (ATM) program under a Sales Agreement with A.G.P./Alliance Global Partners dated June 11, 2026. Sales may occur from time to time on Nasdaq or otherwise at prevailing market prices, with A.G.P. paid a 3.0% commission.

The prospectus supplement states the company’s public float was approximately $8,779,546 (based on $0.85 per share and 10,328,878 shares held by non-affiliates). The offering table shows 12,104,457 ordinary shares outstanding prior to the offering as of June 3, 2026 and illustrates an illustrative post-offering outstanding count of up to 17,006,467 shares assuming sale of 4,902,010 shares at $0.597 per share (the last reported sale on June 9, 2026).

Evogene Ltd. entered into a Sales Agreement with A.G.P./Alliance Global Partners for an at-the-market equity program allowing sales of its ordinary shares for an aggregate offering price of up to $2,926,500 under an effective Form F-3 shelf registration.

The agent may sell shares on Nasdaq, in block trades, or in privately negotiated transactions, using commercially reasonable efforts based on Evogene’s instructions. Evogene will pay a 3.0% cash commission on gross proceeds, is not obligated to sell any shares, and either party may terminate the agreement as provided. A legal opinion from Meitar | Law Offices and the Sales Agreement are filed as exhibits.

Evogene Ltd. registers 2,446,707 ordinary shares for resale by a selling shareholder via Prospectus Supplement No. 1. This supplement adds the company's GAAP Q1 2026 financial statements and updates the prospectus dated March 26, 2026.

The consolidated balance sheet shows $8.5M cash and cash equivalents as of March 31, 2026 and 10,412,764 ordinary shares issued and outstanding as of March 31, 2026. The three‑month loss was $(5,896) thousand. The resale is by a selling shareholder; issuer proceeds are not received from these resales.

Evogene Ltd. reported a weak first quarter of 2026 as it invests heavily in its AI-driven small-molecule platforms while revenue fell sharply. Revenue from continuing operations was $334 thousand for the quarter ended March 31, 2026, compared with $2.343 million in the same period of 2025, leading to a gross profit of $204 thousand.

The company recorded an operating loss of $3.15 million and a net loss of $5.9 million, versus a $2.99 million loss a year earlier, reflecting higher financing expenses tied in part to warrant-related items. Cash and cash equivalents declined to $8.5 million from $12.96 million at year-end 2025, as operating and investing activities used cash despite financing inflows from a warrant inducement share issuance. Strategically, Evogene expanded its pharma activity with three new collaborations, continued progress in its AgPlenus herbicide and fungicide programs, and entered a second AI collaboration with Google Cloud, while a herbicide project with Bayer was discontinued and its assets reverted to AgPlenus.