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references to “Evogene,” “we,” “us,” “our,” “our company” and “the company” refer to Evogene Ltd. and its consolidated subsidiaries, consisting of AgPlenus Ltd., or AgPlenus, Biomica Ltd., or Biomica, Canonic Ltd., or Canonic, Casterra Ag Ltd., or Casterra, Evogene Inc., Lavie Bio Ltd., or Lavie Bio, and their consolidated subsidiaries;

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references to “U.S. dollars,” “USD,” “$” or “dollars” are to United States dollars;

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references to “NIS” or “shekels” are to New Israeli Shekels;

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references to the “U.S.” are to the United States;

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references to “ordinary shares,” “our shares” and similar expressions refer to our Ordinary Shares, par value NIS 0.02 per share;

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references to the “articles of association” are to our Amended and Restated Articles of Association, which became effective upon the closing of the U.S. initial public offering, as subsequently amended;

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references to the “Companies Law” are to the Israeli Companies Law, 5759-1999, as amended;

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references to the “Securities Act” are to the Securities Act of 1933, as amended;

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references to the “Exchange Act” are to the Securities Exchange Act of 1934, as amended;

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references to the “NYSE” are to the New York Stock Exchange;

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references to the “Nasdaq” are to the Nasdaq Stock Market LLC or the Nasdaq Global Market;

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references to the “TASE” are to the Tel Aviv Stock Exchange; and

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references to the “SEC” are to the United States Securities and Exchange Commission.

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our expectations regarding our revenue, expenses and other operating results;

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whether we or our subsidiaries are able to raise capital on commercially reasonable terms to sustain the financial condition of each respective entity;

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our potential strategic alternatives with respect to Canonic, including a potential transfer of Canonic to a third party;

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the extent to which we continue to maintain our holdings in our subsidiary companies;

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the extent to which our discoveries and product candidates will have the desired effect so as to reach the stage of commercialization;

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whether we are able to achieve commercialization of our product candidates;

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whether we and our collaborators are able to allocate the resources needed to develop commercial products from our discoveries and product candidates;

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the length and degree of complexity of the process of our developing commercial products based on our discoveries and product candidates and the probability of our success, and the success of our collaborators, in developing such products;

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whether we are able to efficiently produce and scale up the production of our products, whether ourselves or through third party contractors, to achieve our commercialization targets;

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the degree of success of third parties upon whom we rely to conduct certain activities, such as field-trials and pre-clinical studies;

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whether we and our subsidiaries are able to comply with applicable law and the associated regulatory requirements that currently apply or become applicable to each respective business;

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the extent of the future growth of the agriculture, human health and industrial application industries in which we operate;

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whether we can maintain our current business models;

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the actual commercial value of our key product candidates;

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whether we or our collaborators receive regulatory approvals for the product candidates developed by us or our collaborators;

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whether milestones are met by us or by our collaborators with respect to our product candidates that generate revenues and whether products containing or based on our discoveries are commercialized and generate revenues or royalties;

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whether we are able to recruit, retain and develop knowledgeable or specialized personnel to perform our research and development work;

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the degree of our success at adapting to the continuous technological changes in our industries;

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whether we can maintain our collaboration agreements with our current collaborators or enter into new collaboration agreements and expand our research and development to new fields;

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whether we can improve our existing, or develop and launch new, computational technologies and screening and validation systems;

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whether we can patent our discoveries and protect our trade secrets and proprietary know-how; and

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the current war between Israel and Hamas and any worsening of the situation in Israel such as further mobilizations or escalation in the northern border of Israel.

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We have a history of operating losses and negative cash flow, and may never achieve or maintain profitability. Various factors may delay, hinder, or prevent achievement of research and development milestones and commercialization of our product candidates. Moreover, we may experience difficulties in collecting royalties or never receive them, potentially resulting in costly litigation and loss of reputation.

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We may need substantial additional capital in the future which may dilute our shareholders. Additionally, subsidiary financings have diluted, and may continue to dilute, our equity holdings in our subsidiary companies, which will likely negatively impact and/or decrease our results of operations, including revenues, and the benefits of the value that may be created in such subsidiary companies. Additionally, we may need to finance the cost of the development of our independent product candidates ourselves.

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Our discoveries and product candidates may not result in commercially viable products. In addition, our product development cycle is lengthy and uncertain and various factors may delay or prevent commercialization of our product candidates. We may never sell or earn royalties on the sale of commercial products based on our discoveries.

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If we are unable to maintain our Computational Predictive Biology, or CPB, platform and its technological engines, our research and development activities may be substantially reduced.

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Failure to efficiently produce and scale our products, whether in-house or through contractors, could hinder our commercialization goals. Furthermore, we or our collaborators may fail to meet obligations under the collaboration agreements.

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We depend on a few collaborators to develop and commercialize product candidates. A reduction in research spending by key companies in our target markets could threaten our collaborations, affecting their continuation or expansion and hindering our ability to form new collaborations.

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We are operating in multiple industries, each of which consists of multiple companies with much greater resources than us. If we are unable to compete effectively, our financial resources will be diluted and our financial results will suffer.

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Our efforts to develop and commercialize any of our products may be unsuccessful.

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If Lavie Bio is unable to establish successful marketing distribution and/or retail channels for the commercialization of its products, it will not be able to meet its commercialization plans.

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We may fail to attract, recruit, retain and develop qualified employees, which could materially and adversely impact our business, financial condition and results of operations.

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Our business is regulated by government agencies. Failure to obtain necessary approvals could halt our operations. Changes in laws and regulations may raise costs, reduce revenues, and disrupt operations. Dual reporting requirements in Israel and the U.S. may increase compliance costs and distract management.

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Disruption to our information technology and systems could adversely affect our reputation and future demand for our products or collaborative relationships.

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We currently need, and in the future we may need, to obtain licenses of third-party technology that may not be available to us or are available only on commercially unreasonable terms.

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Our licenses granted to our collaborators may limit our opportunities to enter into additional licensing or other arrangements.

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We might face significant liabilities from product liability, warrant liability or personal injury claims and litigation. Our involvement in the medical cannabis sector brings legal and reputational risks. Additionally, our operations involve health and environmental hazards due to handling toxic materials.

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Ending leases, altering terms, or being locked into long-term leases may threaten our operations and significantly impact our financial status or performance.

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Lavie Bio’s research and development, or R&D, facility in the U.S., our contracts with foreign businesses and any other current or future operations outside of Israel expose us to additional market and operational risks.

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Growing cycles and adverse weather conditions may decrease our results from operations.

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Our success depends on our ability to protect our intellectual property and our proprietary technologies. Any change to the patent laws in applicable jurisdictions may impair our ability to protect our product candidates.

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If we or one of our collaborators are sued for infringing the intellectual property rights of a third party, such litigation could be costly and time consuming and could prevent us or our collaborators from developing or commercializing our product candidates.

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We may be required to pay royalties to employees who develop inventions that have been or will be commercialized by us.

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Our agreements with our employees and with third parties may not adequately prevent disclosure of trade secrets, know-how and other proprietary information. In addition, we may not be able to fully enforce covenants not to compete with our key employees.

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Conditions in Israel could adversely affect our business, including (i) the recent attack by Hamas and other terrorist organizations from the Gaza Strip and elsewhere in the region and Israel’s war against them as well as the war’s potential impact on our business and operations and (ii) the military hostilities with the Hezbollah organization in the Northern border of Israel.

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Exchange rate fluctuations between the U.S. dollar and the NIS may negatively affect our financial results and interest rate fluctuations may negatively affect our financial results, financial condition, or investments.

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The terms of our Israeli government grants may require us to satisfy specified conditions in order to manufacture products and transfer technologies supported by such grants outside of Israel.

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Your rights and responsibilities as a shareholder are under Israeli law, potentially differing from those of U.S. corporations. Israeli law might hinder or discourage acquisitions of our shares or assets.

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The price of our ordinary shares may fluctuate significantly. Further, there is no guarantee of a continuing public market to resell our ordinary shares. In addition, our ordinary shares are traded on more than one market and this may result in price variations.

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The requirements of being a public company in the U.S. and Israel may strain our resources and distract our management, which could make it difficult to manage our business.

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U.S. shareholders owning at least 10% of our ordinary shares may face adverse federal income tax consequences. We were a passive foreign investment company, or PFIC, for U.S. tax purposes in 2023, and there is a risk of being classified as a PFIC in 2024, potentially leading to adverse tax consequences for U.S. shareholders.

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Any inability to meet the Nasdaq listing requirements may have an adverse effect on our share price and lead to our delisting from Nasdaq.

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If we fail to maintain effective internal control over financial reporting, the price of our ordinary shares may be adversely affected.

ITEM 1.

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 2.

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 3.

KEY INFORMATION

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our discoveries and product candidates may not be successfully validated or may not have the desired effect required in order to become, or to be incorporated into, commercial products;

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the process of developing product candidates based on our discoveries is lengthy and expensive, and we or our collaborators may not be able to allocate the resources needed to complete such development within the desired timeline;

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we or our collaborators may decide to discontinue, pause, reduce, or alter the scope of the development efforts for our product candidates;

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we may fail to satisfy, in a timely manner or at all, relevant milestones under our agreements with our collaborators;

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regulatory conditions related to our product candidates may change in different territories, thus negatively affecting the relevant development processes and extending their length or limiting the commercialization of such product candidates;

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we or our collaborators may be unable to obtain the requisite regulatory approvals for product candidates based on our discoveries;

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our competitors may launch competing or more effective products;

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we or our collaborators may be unable to fully develop and commercialize product candidates containing our discoveries or may decide, for whatever reason, not to commercialize, or to delay the commercialization of, such product candidates;

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a market may not exist for products containing our discoveries or such products may not be commercially successful or relevant;

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we may be unable to protect the intellectual property underlying our discoveries in the necessary jurisdictions; and

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we may encounter production and scale-up challenges with respect to our product candidates that hinder their commercialization.

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we or our collaborators may not be able to allocate the resources needed to develop product candidates based on our discoveries;

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we or our collaborators may revise the process of product development or make other decisions regarding the product development pipelines that may extend the development period;

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we or our collaborators may prioritize other development activities ahead of development activities with respect to the product candidates on which we collaborate;

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our discoveries may not be successfully validated or may not have the desired effect sought by us or by our collaborators; and

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we or our collaborators may be unable to obtain the requisite regulatory approvals for the product candidates based on our discoveries within expected timelines or at all.

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failure to establish the requisite infrastructure to enable the discovery and development of microbial bio-stimulants;

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failure to identify and develop microbial candidates that enhance plant performance at the desired efficacy and stability;

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failure to successfully complete development of microorganisms to achieve cost-effective and commercially viable products;

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failure to obtain and maintain patent and trade secret protection for its product candidates;

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failure to operate without infringing or violating the valid and enforceable patents or other intellectual property rights of third parties;

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inability to obtain sufficient funding to fully execute its business plan;

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failure to meet regulatory requirements;

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failure to establish efficient and reliable production and scale up capabilities of Lavie Bio’s products through third party contractors; and

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failure to establish cost-effective go-to-market models for selling its products.

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failure of its relatively novel target-based approach to lead to an effective product candidate or failure to identify chemical compounds that will display required level of performance;

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failure to establish cost-effective production of AgPlenus’ product candidates;

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failure to obtain and maintain patent and trade secret protection for its product candidates;

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failure to operate without infringing or violating the valid and enforceable patents or other intellectual property rights of third parties;

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inability to obtain sufficient funding to fully execute its ag-chemical business plan;

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one of our main research molecules suppliers is located in Ukraine, and has had, and may have in the future, limitations in access to molecules since the war in Ukraine, although such supplier has an alternative production site, and it is not our only supplier for research molecules;

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failure to meet regulatory requirements; and

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increase in regulatory requirements and limitations of use in various geographies on the use of ag-chemicals might decrease the potential market size for AgPlenus ag-chemical candidates for products.

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failure to identify and develop candidate genomic elements having the desired effect on the target trait in the plant of interest;

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failure to identify and develop toxin candidates having the desired effect on the target insects when inserted into the plants of interest;

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failure to obtain and maintain patent and trade secret protection for our product candidates;

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failure to operate without infringing or violating the valid and enforceable patents or other intellectual property rights of third parties;

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inability to obtain sufficient funding to fully execute the business plan;

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failure to successfully complete development of our seed trait product candidates; and

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our failure to meet regulatory requirements for seed trait and pest control product candidates.

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failure to complete pre-clinical studies and clinical trials with positive results in which the FDA agrees with the design, endpoints or implementation;

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failure to receive regulatory approvals or authorizations for conducting our planned clinical trials or future clinical trials;

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failure to obtain sufficient financing for the development and commercialization of its product candidates;

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failure to obtain and maintain patent and trade secret protection and regulatory exclusivity for its product candidates;

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interruption of, or delays in receiving, supplies of our product candidates from our contract manufacturing organizations due to staffing shortages, production slowdowns or stoppages and disruptions in delivery systems;

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failure to launch commercial sales of its products, if and when approved, whether alone or in collaboration with others;

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failure to enter into new collaborations throughout the development process as appropriate, from pre-clinical studies through to commercialization;

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failure to achieve acceptance of its products, if and when approved, by patients, the medical community and third-party payors;

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failure to effectively compete with companies developing and commercializing other therapies for the indications that Biomica’s product candidates target;

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failure to obtain and maintain coverage and adequate reimbursement by third-party payors, including government payors, for its products, if approved;

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failure to protect its rights in its intellectual property portfolio;

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failure to operate without infringing or violating the valid and enforceable patents or other intellectual property rights of third parties;

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failure to maintain a continued acceptable safety profile of the products following approval; and

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failure to maintain and develop an organization of scientists and business people who can develop and commercialize its products and technology.

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failure to reach desired yields of its castor seed varieties on a commercial scale to secure economic viability as bio-based oil feedstock;

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failure to establish an efficient mechanical harvest solution;

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failure to establish a cost-effective production of castor bean grains, allowing grower profitability;

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failure to reach large scale adoption of castor by growers, including the successful management of diseases and pests;

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failure to address the health and environmental risks posed by castor bean seeds, which contain ricin, a naturally occurring poison;

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failure to comply with any regulatory requirement related to sales of castor beans, and in particular those related to the import of such beans and the potential effects of ricin;

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Our cultivation and agro-technical support activities in Africa and South America may be materially and adversely affected by an economic slowdown, uncertainties with respect to the legal system and violent crime or terrorism in these regions; and

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failure to establish efficient and reliable production and scale up capabilities of castor seeds, independently or through third party contractors.

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enhanced regulation in Israel with respect to our cannabis-related activities. In particular, Israeli regulation requires that we obtain a specific permit for each of the following activities: research, propagation, cultivation, production, marketing and distribution and use;

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a lack of clarity with respect to the regulation of cannabis products for medical use purposes in Israel. The current regulatory requirements in Israel may be subject to differing interpretations. This creates a risk of differing enforcement policies by the Israeli authorities, which may change with or without notice. If the Israeli authorities begin to enforce laws relating to cannabis in a manner that differs from the current interpretation of such laws, the Company’s business, results of operations, financial condition and prospects and the Company generally may be materially adversely affected. Similarly, any changes in laws, regulations, guidelines, enforcement policies, and/or interpretations by the relevant government authorities in jurisdictions where the Company may market and/or sell its cannabis products in the future, may likewise result in significant additional compliance costs for us or limit our ability to operate in certain jurisdictions;

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certain banks will not accept deposits from or provide other bank services to businesses involved with cannabis;

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third parties with whom we do business may perceive that they are exposed to reputational risk as a result of our cannabis-related business activities and may ultimately elect not to do business with us;

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certain investors or investment banks are reluctant to work with companies affiliated with activity in the cannabis industry;

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future sales of medical cannabis products may expose us to consumer complaints or legal claims with respect to product quality or activity; and

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increased premiums under our D&O liability insurance policies.

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fluctuations in foreign currency exchange rates and rising global inflation;

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potentially adverse tax consequences;

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difficulties in staffing and managing foreign operations;

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hiring and retention of employees and/or consultants under foreign employment laws which are not familiar to us;

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laws and business practices that sometimes favor local business;

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compliance with foreign legislation, being subject to laws, regulations and the court systems of multiple jurisdictions; and

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tariffs, trade barriers and other regulatory or contractual limitations on our ability to develop (and, when applicable in the future, sell) our solutions in certain foreign markets.

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impair or eliminate our ability to research and develop our product candidates, including validating our product candidates through lab, greenhouse, field or clinical trials;

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increase our compliance and other costs of doing business through increases in the cost to patent or otherwise protect our intellectual property or increases in the cost to our collaborators to obtain the necessary regulatory approvals to commercialize and market the product candidates we develop with them;

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require significant product redesign or systems redevelopment;

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render our product candidates less profitable, obsolete or less attractive compared to competing products;

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affect our collaborators’ willingness to do business with us;

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jeopardize import or export of raw material or end products, such as with respect to medical cannabis seeds, seedlings and products;

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reduce the amount of revenues we receive from our collaborators through milestone payments or royalties; and

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discourage our collaborators from offering, and consumers from purchasing, products that incorporate our discoveries.

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our inability to obtain additional funding;

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any delay in filing a regulatory submission for any of our product or product candidates and any adverse development or perceived adverse development with respect to the review of that regulatory submission by the applicable regulatory body;

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actual or anticipated fluctuations in our results of operations;

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variance in our financial performance from the expectations of market analysts;

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announcements by us or our competitors of significant business developments, changes in relationships with our collaborators, acquisitions or expansion plans;

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our involvement in litigation;

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our sale, or the sale by our significant shareholders, of ordinary shares or other securities in the future;

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failure to publish research or the publishing of inaccurate or unfavorable research;

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market conditions in our industry and changes in estimates of the future size and growth rate of our markets;

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changes in key personnel;

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the trading volume of our ordinary shares; and

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general economic and market conditions, including as a result of the scope and duration of the war in Israel.

ITEM 4.

INFORMATION ON THE COMPANY

1.

Licensing: we grant time-limited licenses to third parties, our subsidiaries, or related entities, allowing them to leverage our tech-engines for product development within specified commercial domains.

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License fee and R&D reimbursement;

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Dividends to Evogene as a shareholder; and

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Significant one-time payment upon an exit event (in case Evogene is a main shareholder).

2.

Collaborations: we engage in collaborative ventures with industry leaders, pooling resources to drive joint product development. Typically, our partners take the lead in later-stage development and commercialization, leveraging our unique tech-engines to identify the product candidate and optimize it towards a commercial product.

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Upfront payments;

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R&D fees; and

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Royalties from sales of end-products.

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Horizon grant (May 2023) – Evogene’s Ag-Seed Division was granted €1.2 million through a Horizon grant to develop high carbon dioxide, or CO2, assimilation and drought-tolerant oil-seed crops.

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Registered Direct Offering (July 2023) – On July 17, 2023 Evogene entered into a securities purchase agreement with certain institutional investors pursuant to which we sold to such investors, 8,500,000 ordinary shares at $1.00 per share, generating $8,500,000 in gross proceeds.

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Management change (March 2023) – Mr. Amit Noam assumed the role of Chief Executive Officer of Lavie Bio

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Licensing agreement (July 2023) – Lavie Bio entered a licensing agreement with Corteva Agriscience LLC, or Corteva, for bio fungicide lead candidates, granting Corteva exclusive rights to further develop and commercialize these candidates targeting fruit rots and powdery mildew. The agreement includes an initial payment of approximately $5 million, potential future milestone payments, and royalties from Corteva’s sales of the products.

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Advancement (November 2023) – Lavie Bio reported advancement in its bio-fungicide program against downy mildew with 2023 field trial results.

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Financing round (April 2023) – Biomica closed a $20 million financing round led by Shanghai Healthcare Capital.

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Commercial agreement (January 2023) – Casterra entered into a commercial-scale cultivation agreement with a leading energy company.

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Framework agreement (June 2023) – Casterra signed a framework agreement with a ENI Kenya B.V., or ENI, for the sale of castor seeds for sustainable biofuel production, involving initial purchase orders of $9.1 million.

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Purchase orders (June 2023) – Casterra received an additional $2.2 million of purchase orders to supply castor seeds for new African territories.

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Management change (December 2023) – Mr. Yoash Zohar will be appointed as Chief Executive Officer of Casterra effective as of January 1, 2024.

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Management change (July 2023) –Dr. Adrian Percy was appointed to AgPlenus’ Board of Directors.

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Licensing and collaboration agreement (February 2024) – AgPlenus entered into a licensing and collaboration agreement with Bayer AG, for the development of a new sustainable weed control solution.

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Management change (February 2024) – Mr. Dan Jacob Gelvan was appointed as Chief Executive Officer effective as of February 19, 2024.

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New Products (February 2023) – Canonic launched six second-generation cannabis products with higher THC and rich terpene profiles.

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(May 2023) – Plantis Agro Ltd. licensed two of Canonic’s proprietary cannabis varieties to expand its offerings in the Israeli market.

(i)

Direct sales model – in fragmented markets Lavie Bio expects to complete product development of its products independently, while establishing a tailored market access strategy per specific product and territory, such as commercialization through distribution channels. Under this model, the production of Lavie Bio’s products is achieved through third party toll manufacturers. Revenues may include sales to distributors. Under the direct sales model, Lavie Bio has sold its inoculant Yalos™ (formerly known as Thrivus™) in the U.S. for spring wheat growers.

(ii)

Collaboration model – Lavie Bio offers tailored solutions to potential partners. In this model, Lavie Bio’s partner produces and commercializes the products being developed. Lavie Bio’s revenues in such engagements may include research and development payments, payments upon achievement of development milestones and royalties. The scope of collaboration may differ. The typical model is that Lavie Bio develops a product until it is ready for commercialization, and the partner is responsible for the production and commercialization of the product. This model was used in the agreement with Corteva that was signed in July 2023, where Corteva received a license to Lavie Bio’s bio-fungicide product targeting fruit rots in grapes and other high value crops. Another model is when the collaboration starts in a much earlier development phase, where Lavie Bio would typically commence with candidate strains discovery and development, followed by co-development with the partner towards commercialization. Lavie Bio’s collaboration with ICL is an example of this broader collaboration model.

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Discovery: The identification of a candidate microbial strain, or microbial strain teams, having the potential to improve the target trait and the potential to achieve other product requirements such as consistency and commercial viability. A collection of selected microbial candidates is typically tested on the crop(s) of choice in greenhouse screens or limited field experiments for various efficacy, consistency and commercial viability criteria. Candidates that meet the testing criteria are referred to as “Hits”. Typically, based on Lavie Bio’s experience, the duration of the discovery phase is approximately 12-18 months.

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Pre-development: Promising Hits are advanced to pre-development phase, in order to further assess and optimize performance criteria such as shelf life stability, efficacy and consistency. Successfully performing microbial candidates are referred to as “Advanced Hits”. Typically, based on Lavie Bio’s experience, the duration of this phase is approximately 12-18 months.

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Development: This phase is usually divided into Development Stage 1, resulting with a “Lead”, and Development Stage 2, resulting with a “Pre-Product”. In this phase, the fermentation and formulation procedures are further optimized to allow for further testing and validation of efficacy and consistency in the field as well as for commercial viability at the scale production, addressing cost of goods targets and compatibility with other agricultural inputs. Based on industry benchmarks and its experience, Lavie Bio estimates the duration of this stage to be approximately 24 months.

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Pre-commercialization: In this phase, extensive field tests are undertaken to demonstrate the effectiveness of product candidates in enhancing the target trait, including production of data to support product positioning. Additional activities towards launch are performed, including packaging development, upscale manufacturing protocol, registration and regulation. Based on industry benchmarks and its experience, Lavie Bio estimates the duration of this stage in the U.S. to be approximately 24 months for bio-stimulants and 36-48 months for bio-pesticides due to longer regulation processes.

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Identification of Targets – identification and validation of vital targets or proteins that when inhibited (for instance by a chemical), lead to weed, insect or fungi death.

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Identification of Hits – screening of chemical compounds for the identification of candidate Hits that potentially inhibit identified vital targets and are capable of achieving the desired impact on the weeds, insects or fungi of interest. The discovery process includes in-silico as well as biological screening and validation activities.

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Hit-to-Lead process – Hits displaying confirmed activity in the initial validation screens will enter the Hit-to-Lead process, including several optimization cycles, each constructed of compound design (in our case, focusing on computational optimization), synthesis of compounds and validation experiments. This stage ends with a ‘Lead’ compound, which is a validated Hit that has confirmed activity in advanced validation screens proving field translation in initial trials.

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In this stage, multiple field trials are conducted in diverse geographies, as well as greenhouse experiments on resistant weed biotypes and on commercial crops, and the compound structure and formulation are finalized. Lead optimization also entails initial toxicology tests, process engineering on the molecule and a significantly detailed cost of goods analysis.

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In this stage, field trials to validate all commercial cases are conducted, including testing product mixtures, as well as additional safety trials. This stage ends with a ‘Pre-Development’ compound.

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In the final development phases, new chemical products are registered with the proper regulatory authorities in relevant territories and then launched for commercialization. We expect that these last stages of development will be conducted by our collaboration partners or licensees of our product candidates.

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Discovery: The identification of target genetic elements for enhancing specified plant traits. We test these elements in different validation systems to determine their ability to enhance the specified trait. In our experience, the Discovery phase takes approximately 6-18 months. The target genetic elements may be applicable to product development through different technological approaches (i.e. genome editing, GM or advanced breeding). In our collaborations, we typically undertake this phase.

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Phase I, or “Proof of Concept”: Validated candidate genetic elements are advanced to Phase I. In this phase, they are tested in target plants through greenhouse trials, field trials, or both, for their efficacy in improving plant performance. Phase I may be conducted by us or by our collaborators, and in our experience, may last between two and five years for a GM product or, three years for a genome editing or advanced breeding product. For products developed through genome editing, deregulation process for classifying a product as non-GM is typically initiated during Phase I.

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Phase II, or “Early Development”: In this phase, the field tests are expanded, and our collaborators evaluate the genetic elements on multiple geographical locations and varieties, to reach commercially viable success rates. We estimate the duration of Phase II is between two to four years. For a GM product, by the end of this phase, a specific product candidate will be selected to advance to Phase III. For genome editing and advanced breeding products, the end of this phase will lead straight to Phase IV (Pre-Launch).

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Phase III, or “Advanced Development and Regulation”: This phase is relevant only for the development of GM products. Extensive field trials are performed to test the effectiveness of the selected product candidate across locations, and regulatory approvals are obtained, including potential environmental impact assessments, toxicity and allergenicity. We estimate the duration of Phase III is between one to two years.

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Phase IV, or “Pre-Launch”: This phase involves preparation for commercial launch. The range of activities here includes preparing the seeds for commercial sales, formulation of a marketing strategy and preparation of marketing materials. We estimate the duration of Phase IV is between one to two years.

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Irritable Bowel Syndrome (IBS) is a common disorder that affects the large intestine. Signs and symptoms include cramping, abdominal pain, bloating, gas, and diarrhea or constipation, or both. It is estimated that the total market for IBS reached $1.5 billion in 2018, with 45 million patients in the U.S. alone and is expected to reach $3.3 billion in 2026, according to a report titled “Irritable Bowel Syndrome Treatment Market Size, Share & Analysis Report By Type,” the 2019-2026 segment and an article in PR Newswire, dated July 23, 20197, both of which are not incorporated by reference herein. Existing drugs for IBS mainly treat the symptoms of the condition, leaving patients exposed to cycles of remission and relapse that characterize this chronic condition.

◾

IBD is a group of GI diseases, mainly comprised of Ulcerative colitis and Crohn’s disease. IBDs cause long term chronic as well as severe inflammation in the gastrointestinal tract without any known cause. According to the Centers for Disease Control and Prevention, or CDC, in 2015 an estimated 3.1 million people (1.3% of the entire population) in the United States were diagnosed either with Crohn’s disease or with Ulcerative Colitis. According to a report published by Allied Market Research in July 2022, which is not incorporated by reference herein, the global IBD drug market size was valued at $21 billion in 2021, and is projected to reach $34.5 billion by 2031, growing at a compound annual growth rate, or CAGR, of 5.1% from 2022 to 20318.

◾

Clostridium Difficile Infection (CDI) – The U.S. Centers for Disease Control and Prevention in a report titled “Antibiotic Resistance Threats In The United States” published in December 20199, which is not incorporated by reference herein, has identified CDI as one of the most urgent antibiotic-resistant bacterial threats in the United States. CDI is most often caused by the use of broad-spectrum antibiotics which induce dysbiosis of the microbiome causing susceptibility to infection by C. difficile, a spore forming bacterium. It is the most common cause of hospital acquired infection in the United States.

◾

Methicillin-Resistant Staphylococcus Aureus (MRSA) – One of the most common Staphylococcus aureus infections is caused by MRSA, which is a multi-drug resistant bacterium, responsible for several difficult-to-treat infections in humans, leading to tens of thousands of annual cases of mortality in the U.S. MRSA is the leading causative agent for hospital acquired infections and has recently been documented as community-acquired as well as livestock-acquired. Current medical treatments include broad spectrum antibiotics that are becoming increasingly ineffective. Bloomberg estimates according to a report published on September 24, 2019, which is not incorporated by reference herein, that the current MRSA market was valued at approximately $922 million in 2018 and is projected to reach over $1.3 billion by 202611.

◾

At the taxonomic level Biomica's analysis allows strain-level resolution and relies on an extensive proprietary strain database.

◾

At the functional level, Biomica's proprietary resources rely on a comprehensive catalog of microbial genes enabling mapping of an average of 90% of the functions of the human gut microbiome obtained through metagenomics sequencing.

•

Synergy - marketed under the T20/C4 category (16%-24% THC  0%-7% CBD), as defined by the Israeli Ministry of Health;

•

Combo - marketed under the T20/C4 category (16%-24% THC  0%-7% CBD), as defined by the Israeli Ministry of Health;

•

Mash Kush - marketed under the T20/C4 category (16%-24% THC  0%-7% CBD), as defined by the Israeli Ministry of Health;

•

Mosaic - marketed under the T20/C4 category (16%-24% THC  0%-7% CBD), as defined by the Israeli Ministry of Health;

•

Two Stars - marketed under the T20/C4 category (16%-24% THC  0%-7% CBD), as defined by the Israeli Ministry of Health; and

•

Blend Kush - marketed under the T20/C4 category (16%-24% THC  0%-7% CBD), as defined by the Israeli Ministry of Health.

•

Two Aces - marketed under the T20/C4 category (16%-24% THC  0%-7% CBD), as defined by the Israeli Ministry of Health;

•

Southside - marketed under the T20/C4 category (16%-24% THC  0%-7% CBD), as defined by   the Israeli Ministry of Health.

•

Tango – marketed under the T20/C4 category (16%-24% THC  0%-7% CBD), as defined by the Israeli Ministry of Health.

Name of Subsidiary		Jurisdiction		Ownership Interest
AgPlenus Ltd.		Israel		98.3% (1)
Biomica Ltd.		Israel		75.8% (2)
Canonic Ltd.		Israel		100%
Casterra Ag Ltd. (formerly known as Evofuel Ltd.).		Israel		100%
Lavie Bio Ltd.		Israel		70.7% (3)(4)

(1)

The remaining 1.7% of AgPlenus Ltd.’s issued and outstanding share capital is held by AgPlenus’ former Chief Executive Officer and current director as a result of exercise of options.

(2)

The remaining 24.2% of Biomica Ltd.’s issued and outstanding share capital is held by: (i) SHC, who holds 22.7%, and (ii) Biomica's Chief Technology Officer, who holds 1.5%. For more information see “Item 4.B. Information on the Company—Business Overview—Market Segments—Human Health—Biomica Ltd.—Overview”.

(3)

The remaining 29.3% of Lavie Bio Ltd.’s issued and outstanding share capital is held by (i) Pioneer Hi-Bred International, Inc. (also known by the name Corteva), who holds 27.3%, and (ii) Lavie Bio’s former employees, who hold 2.0% as a result of exercise of options.

(4)

ICL (through an affiliate company) has an outstanding convertible amount of $10 million invested in Lavie Bio Ltd. under a SAFE agreement, which is convertible into shares of Lavie Bio Ltd. pursuant to the terms thereof. For more information see “Item 4.B. Information on the Company—Business Overview—Market Segments—Agriculture—Lavie Bio Ltd.—Overview”.

ITEM 5.

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

Operating Segment:		2023				2022				2021
		(U.S. dollars, in thousands)
Agriculture		$	3,791			$	876			$	628
Industry			1,075				72				40
Human			487				513				183
Unallocated			287				214				79
Total		$	5,640			$	1,675			$	930

Geographical Region:		2023				2022				2021
United States			65	%			51	%			56	%
Israel			16	%			45	%			38	%
Brazil			-				-				2	%
Other			19	%			4	%			4	%
Total			100	%			100	%			100	%

◾

Agriculture: our agriculture segment includes our division and subsidiaries engaged in agricultural activities, including seed traits activity, ag-chemicals activity (now through our subsidiary AgPlenus) and ag-biologicals activity (now through our subsidiary Lavie Bio).

◾

Human Health: our human health segment focuses mainly on discovery and development of human microbiome-based therapeutics (through our subsidiary Biomica).

◾

Industrial Applications: our industrial applications segment focuses on the development and commercialization of improved castor bean seeds for industrial uses (through our subsidiary Casterra).

		Agriculture				Industrial Applications				Human Health				Unallocated				Total
		(in thousands)
Year ended December 31, 2023
Revenues		$	3,791			$	1,075			$	487			$	287			$	5,640
Operating loss		$	(11,100	)		$	(39	)		$	(10,349	)		$	(5,020	)		$	(26,508	)
Year ended December 31, 2022
Revenues		$	876			$	72			$	513			$	214			$	1,675
Operating loss		$	(12,256	)		$	(220	)		$	(8,875	)		$	(5,590	)		$	(26,941	)
Year ended December 31, 2021
Revenues		$	628			$	40			$	183			$	79			$	930
Operating loss		$	(12,248	)		$	(169	)		$	(10,087	)		$	(8,449	)		$	(30,953	)

		2023				2022				2021
Consolidated Statements of Comprehensive loss:
(U.S. dollars, in thousands)
Revenues		$	5,640			$	1,675			$	930
Cost of revenues			1,692				909				767
Gross profit			3,948				766				163
Operating expenses (income):
Research and development, net			20,777				20,792				21,125
Sales and marketing			3,611				3,933				2,738
General and administrative			6,068				6,482				7,253
Other income			-				(3,500	)			-
Total operating expenses, net			30,456				27,707				31,116
Operating loss			(26,508	)			(26,941	)			(30,953	)
Financing income			1,486				516				1,935
Financing expenses			(965	)			(3,329	)			(1,414	)
Loss before taxes on income			(25,987	)			(29,754	)			(30,432	)
Taxes on income (tax benefit)			(33	)			90				13
Loss		$	(25,954	)		$	(29,844	)		$	(30,445	)

		2023				2022				2021
(U.S. dollars, in thousands)
Net cash used in operating activities		$	(21,577	)		$	(23,678	)		$	(24,716	)
Net cash provided by (used in) investing activities			(4,538	)			13,274				(20,566	)
Net cash provided by financing activities			18,152				9,343				30,276
Exchange rate differences - cash and cash equivalents balances			(245	)			(2,284	)			1,102
Decrease in cash and cash equivalents		$	(8,208	)		$	(3,345	)		$	(13,904	)

◾

amortization over an eight-year period of the cost of purchased know-how and patents and rights to use a patent and know-how which were purchased in good faith and are used for the development or advancement of the Industrial Enterprise, commencing in the year in which such rights were first exercised;

◾

under limited conditions, an election to file consolidated tax returns together with Israeli Industrial Companies controlled by it; and

◾

expenses related to a public offering are deductible in equal amounts over a three-year period, commencing in the year of the offering.

ITEM 6.

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

Name		Age		Position
Executive officers
Mr. Ofer Haviv		57		President and Chief Executive Officer, Chief Executive Officer of Canonic Ltd.
Dr. Nir Arbel		44		Chief Product Officer
Mr. Yaron Eldad		58		Chief Financial Officer
Dr. Elran Haber		43		Chief Executive Officer of Biomica Ltd.
Mr. Mark Kapel		47		Chief Technology Officer
Mr. Sassi Masliah		45		Vice President Corporate Development
Mr. Eyal Ronen		53		Executive Vice President of Business Development
Mr. Yoash Zohar		57		Chief Executive Officer of Casterra Ag Ltd.
Mr. Amit Noam		42		Chief Executive Officer of Lavie Bio Ltd.
Mr. Dan Jacob Gelvan		59		Chief Executive Officer of Ag Plenus Ltd.
Directors
Ms. Sarit Firon(3)(4)		57		Chairperson of the Board
Mr. Dan Falk(1)(2)(4)		78		Director
Mr. Nir Nimrodi(1)(2)(3)(4)		55		Director
Dr. Adrian Percy(4)		58		Director
Mr. Leon Y. Recanati(3)(4)		75		Director
Dr. Oded Shoseyov(1)(2)(4)		67		Director

(1)

Member of our Audit Committee.

(2)

Member of our Compensation and Nominating Committee.

(3)

Member of our Pricing/Investment Committee.

(4)

Independent director under the Nasdaq Listing Rules.

Country of Principal Executive Offices	Israel
Foreign Private Issuer	Yes
Disclosure Prohibited under Home Country Law	No
Total Number of Directors	6
Part I: Gender Identity	Female	Male	Non-Binary	Did Not Disclose  Gender
Directors	1	5
Part II: Demographic Background
Underrepresented Individual in Home Country Jurisdiction	0
LGBTQ+	0
Did Not Disclose Demographic Background	0

		(in thousands, US$)(1)
Name and Position		Salary and related benefits				Bonus(2)				Value of Options Granted(3)				Total
Ofer Haviv President and Chief Executive Officer			390				-				11				401
Amit Noam CEO of Lavie Bio			136				-				470				606
Brian Ember Former CEO of AgPlenus			277				10				169				456
Elran Haber CEO of Biomica			260				42				37				339
Nir Arbel Chief Product Officer			228				-				64				292

(1)

All amounts reported in the table are in terms of cost to the Company, as recorded in our financial statements.

(2)

Bonus amounts shown in this table reflect bonuses that were paid in 2023 relating to the office holders’ service in our Company in 2022, as approved by our Compensation and Nominating Committee and Board of Directors, and, to the extent required, also by our shareholders.

(3)

Consists of amounts recognized as non-cash expenses in our statement of profit or loss for the year ended December 31, 2023 in respect of option grants.

◾

Annual fees in an amount of approximately $24,000 for directors classified as experts; and

◾

Per-meeting fees in an amount of approximately $1,300 for directors classified as experts; 60% of such amounts for participation in meetings via telecommunication and 50% of such amounts for resolutions adopted in writing.

Subsidiary		Percentage of Subsidiary's Equity Issuable as Equity Incentives				Percentage of Equity Granted as of March 17, 2024 as Equity Incentives
AgPlenus			13.8	%			12.2	%
Biomica			12	%			7.62	%
Casterra			8.0	%			4.1	%
Canonic			10.8	%			6.4	%
Lavie Bio			10.5	%			9.2	%

◾

such majority includes at least 2/3 of the shares held by all shareholders who are not controlling shareholders and do not have a personal interest in such appointment, present and voting at such meeting; or

◾

the total number of shares of non-controlling shareholders who do not have a personal interest in such appointment voting against such appointment does not exceed two percent of the aggregate voting rights in the company.

◾

retaining and terminating the services of our independent auditors, subject to the approval of the board of directors and shareholders;

◾

pre-approval of audit and non-audit services to be provided by the independent auditors;

◾

reviewing with management and our independent directors our financial reports prior to their submission to the SEC; and

◾

approval of certain transactions with office holders and other related-party transactions.

◾

reviewing and recommending an overall compensation policy with respect to our Chief Executive Officer and other executive officers, as described above under “Item 6. Directors, Senior Management and Employees—B. Compensation—Compensation Policy”;

◾

reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer and other executive officers, including evaluating their performance in light of such goals and objectives;

◾

reviewing and recommending to our board of directors to approve the granting of options and other incentive awards;

◾

overseeing our company’s policy for recovery of erroneously awarded compensation;

◾

reviewing, evaluating and making recommendations regarding the compensation and benefits for our non-employee directors; and

◾

advising our board of directors in selecting individuals who are best able to fulfill the responsibilities of a director or executive officer of our company.

•

such majority includes at least a majority of the shares held by shareholders who are not controlling shareholders and shareholders who do not have a personal interest in such compensation policy; or

•

the total number of shares of non-controlling shareholders and shareholders who do not have a personal interest in the compensation policy and who vote against the policy, does not exceed two percent (2%) of the aggregate voting rights in the Company.

•

the education, skills, experience, expertise and accomplishments of the relevant office holder;

•

the office holder’s position and responsibilities;

•

prior compensation agreements with the office holder;

•

the ratio between the cost of the terms of employment of an office holder and the cost of the employment of other employees of the company, including employees employed through contractors who provide services to the company, in particular the ratio between such cost to the average and median salary of such employees of the company, as well as the impact of disparities between them on the work;

•

relationships in the company;

•

if the terms of employment include variable components — the possibility of reducing variable components at the discretion of the board of directors and the possibility of setting a limit on the value of non-cash variable equity-based components; and

•

if the terms of employment include severance compensation — the term of employment or office of the office holder, the terms of the office holder’s compensation during such period, the company’s performance during such period, the office holder’s individual contribution to the achievement of the company’s goals and the maximization of its profits and the circumstances under which he or she is leaving the company.

•

with regard to variable components:

o

with the exception of office holders who report to the chief executive officer, a means of determining the variable components on the basis of long-term performance and measurable criteria; provided that the company may determine that an immaterial part of the variable components of the compensation package of an office holder shall be awarded based on non-measurable criteria, or if such amount is not higher than three months’ salary per annum, taking into account such office holder’s contribution to the company; and

o

the ratio between variable and fixed components, as well as the limit of the values of variable components at the time of their payment, or in the case of equity-based compensation, at the time of grant;

•

a condition under which the office holder will return to the company, according to conditions to be set forth in the compensation policy, any amounts paid as part of the office holder’s terms of employment, if such amounts were paid based on information later to be discovered to be wrong, and such information was restated in the company’s financial statements;

•

the minimum holding or vesting period of variable equity-based components, while taking into consideration long-term incentives; and

•

a limit to retirement grants.

◾

at least a majority of the voting rights in the company held by non-controlling shareholders who have no conflict of interest (referred to under the Companies Law as a “personal interest”) in the transaction or arrangement and who are present and voting (in person or by proxy) at the general meeting, must be voted in favor of approving the transaction or arrangement (for this purpose, abstentions are disregarded); or

◾

the voting rights held by non-controlling, non-conflicted shareholders (as described in the previous bullet point) who are present and voting (in person or by proxy) at the general meeting, and who vote against the transaction, do not exceed two percent of the voting rights in the company.

◾

financial liability imposed on him or her in favor of another person pursuant to a judgment, settlement or arbitrator’s award approved by a court. However, if an undertaking to indemnify an office holder with respect to such liability is provided in advance, then such an undertaking must be limited to events which, in the opinion of the board of directors, can be foreseen based on the company’s activities when the undertaking to indemnify is given, and to an amount or according to criteria determined by the board of directors as reasonable under the circumstances, and such undertaking shall detail the abovementioned events and amount or criteria;

◾

reasonable litigation expenses, including attorneys’ fees, incurred by the office holder as a result of an investigation or proceeding instituted against him or her by an authority authorized to conduct such investigation or proceeding, provided that (i) no indictment was filed against such office holder as a result of such investigation or proceeding; and (ii) no financial liability, such as a criminal penalty, was imposed upon him or her as a substitute for the criminal proceeding as a result of such investigation or proceeding or, if such financial liability was imposed, it was imposed with respect to an offense that does not require proof of criminal intent; and

◾

reasonable litigation expenses, including attorneys’ fees, incurred by the office holder or imposed by a court in proceedings instituted against him or her by the company, on its behalf or by a third party or in connection with criminal proceedings in which the office holder was acquitted or as a result of a conviction for an offense that does not require proof of criminal intent.

Company	Female	Male	Total
Evogene	55%	45%	75
AgPlenus	67%	33%	12
Lavie Bio	46%	54%	26
Canonic	14%	86%	7
Biomica	61%	39%	18
Casterra	0%	100%	4
Total	51%	49%	142

Company	Female	Male
Evogene	50%	50%
AgPlenus	80%	20%
Lavie Bio	30%	70%
Canonic	33%	67%
Biomica	67%	33%
Casterra	0%	100%

		As of December 31, 2021												As of December 31, 2022												As of December 31, 2023
		Israel				U.S.				Total				Israel				U.S.				Total				Israel				U.S.				Total
Executive management			5				-				5				6				-				6				5				-				5
General and administrative			33				-				33				25				-				25				31				-				31
Technology platform			41				-				41				44				-				44				39				-				39
Ag-Seeds division			2				-				2				-				-				-				-				-				-
Lavie Bio Ltd.			17				7				24				21				6				27				21				5				26
AgPlenus Ltd.			11				1				12				11				1				12				11				1				12
Casterra Ag Ltd.			1				-				1				1				-				1				4				-				4
Biomica Ltd.			13				-				13				13				-				13				18				-				18
Canonic Ltd.			10				-				10				9				-				9				7				-				7
Total			133				8				141				130				7				137				136				6				142

ITEM 7.

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

		Shares Beneficially Held
Name of Beneficial Owner		Number				Percentage of Class
Principal Shareholders
SilverArc Capital Management, LLC			3,100,000	(1)			6.1	%
Executive Officers and Directors
Mr. Ofer Haviv			895,000	**(2)			1.7	%
Dr. Nir Arbel			108,747	(3)			*
Mr. Yaron Eldad			85,250	(4)			*
Dr. Brian N. Ember			0	***			*
Dr. Dan Jacob Gelvan			0				*
Dr. Elran Haber			25,000	(5)			*
Mr. Mark Kapel			203,950	(6)			*
Mr. Sassi Masliah			185,250	(7)			*
Mr. Amit Noam			0				*
Mr. Eyal Ronen			84,375	(8)			*
Mr. Yoash Zohar			0				*
Ms. Sarit Firon			127,375	(9)			*
Mr. Dan Falk			36,000	(10)			*
Mr. Nir Nimrodi			61,000	(11)			*
Dr. Adrian Percy			67,125	(12)			*
Mr. Leon Y. Recanati			909,734	(13)			1.8	%
Prof. Oded Shoseyov			67,750	(14)			*
All directors and executive officers as a group (16 persons***)			2,935,919				5.5	%

*

Less than 1%.

**

On August 16, 2023, our board of directors approved a grant of options to purchase 500,000 ordinary shares to Mr. Haviv, which, under the Companies Law, is subject to the approval at the general meeting of shareholders of the Company, and therefore are not reflected herein.

***

The engagement of Dr. Ember as executive officer ended during 2024.

(1)

This information is based upon a Schedule 13G filed by SilverArc Capital Management, LLC, or SilverArc, with the SEC on February 14, 2024. SilverArc is a Delaware limited liability company and possesses shared voting and dispositive power over these ordinary shares with Devesh Gandhi, a U.S. citizen. The principal address for SilverArc is 20 Park Plaza, 4th Floor, Boston, MA 02116.

(2)

Consists of 895,000 ordinary shares issuable upon exercise of options that are currently exercisable or exercisable within 60 days of March 17, 2024, of which options to purchase the following number of shares expire on the following dates, respectively: 170,000 on March 22, 2025, 225,000 on August 8, 2027 and 500,000 on April 21, 2030. The weighted average exercise price of these options is NIS 14.31 per ordinary share.

(3)

Consists of 94,372 ordinary shares issuable upon exercise of options that are currently exercisable or exercisable within 60 days of March 17, 2024, of which options to purchase the following number of shares expire on the following dates, respectively: 78,122 on September 1, 2031 and 16,250 on March 8, 2033. The weighted average exercise price of these options is NIS 8.07 per ordinary share. Also includes 14,375 shares issuable upon vesting of RSUs that are currently vested or will become vested within 60 days of March 17, 2024, all of which expire on March 8, 2033, and with no exercise price.

(4)

Consists of 75,000 ordinary shares issuable upon exercise of options that are currently exercisable or exercisable within 60 days of March 17, 2024, which expire on March 30, 2032. The exercise price of these options is NIS 4.09 per ordinary share. Also includes 10,250 shares issuable upon vesting of RSUs that are currently vested or will become vested within 60 days of March 17, 2024, all of which expire on March 8, 2033, and with no exercise price.

(5)

Consists of 25,000 ordinary shares of Evogene issuable upon exercise of options that are currently exercisable or exercisable within 60 days of March 17, 2024, which expire on September 1, 2031. The exercise price of these options is NIS 9.17 per ordinary share. Elran Haber serves as the CEO of our subsidiary company Biomica, and as such, also holds options to purchase shares of Biomica. For a description of our subsidiaries’ equity incentive plans, please see “Item 6. Directors, Senior Management and Employees—B. Compensation—Share Option and Incentive Plans—Subsidiary Equity Incentive Plans”.

(6)

Consists of 203,950 ordinary shares issuable upon exercise of options that are currently exercisable or exercisable within 60 days of March 17, 2024, of which options to purchase the following number of shares expire on the following dates, respectively: 12,000 on March 22, 2025, 23,200 on August 8, 2027, 60,000 on February 26, 2028, 30,000 on February 4, 2029, 35,000 on July 30, 2029, 31,250 on November 16, 2031 and  12,500 on March 8, 2033. The weighted average exercise price of these options is NIS 12.14 per ordinary share.

(7)

Includes 185,250 ordinary shares issuable upon exercise of options that are currently exercisable or exercisable within 60 days of March 17, 2024, of which options to purchase the following number of shares expire on the following dates, respectively: 17,000 on March 22, 2025, 18,000 on August 8, 2027, 3,750 on May 28, 2028, 10,000 on February 4, 2029, 24,000 on July 30, 2029, 43,750 on September 22, 2030, 62,500 on November 16, 2031 and 6,250 on March 8, 2033. The weighted average exercise price of these options is NIS 11.04 per ordinary share.

(8)

Includes 84,375 ordinary shares issuable upon exercise of options that are currently exercisable or exercisable within 60 days of March 17, 2024, of which options to purchase the following number of shares expire on the following dates, respectively: 65,625 on August 2, 2032 and 18,750 on August 16, 2033. The weighted average exercise price of these options is NIS 3.08 per ordinary share.

(9)

Consists of 127,375 ordinary shares issuable upon exercise of options that are currently exercisable or exercisable within 60 days of March 17, 2024, of which options to purchase the following number of shares expire on the following dates, respectively: 10,000 on August 10, 2026, 2,500 on August 8, 2027,2,500 on August 6, 2028, 2,500 on September 23, 2029, 1,875 on September 22, 2030, 36,000 on September 1, 2031, 36,000 on September 15, 2032 and 36,000 on May 11, 2033. The weighted average exercise price of these options is NIS 7.10 per ordinary share.

(10)

Consists of 36,000 ordinary shares issuable upon exercise of options that are currently exercisable or exercisable within 60 days of March 17, 2024, of which options to purchase the following number of shares expire on the following dates, respectively: 18,000 on September 15, 2032 and 18,000 on May 11, 2033. The weighted average exercise price of these options is NIS 2.91 per ordinary share.

(11)

Consists of 61,000 ordinary shares issuable upon exercise of options that are currently exercisable or exercisable within 60 days of March 17, 2024, of which options to purchase the following number of shares expire on the following dates, respectively: 25,000 on April 20, 2030, 18,000 on September 15, 2032 and 18,000 on May 11, 2033. The weighted average exercise price of these options is $0.94 per ordinary share.

(12)

Consists of 67,125 ordinary shares issuable upon exercise of options that are currently exercisable or exercisable within 60 days of March 17, 2024, of which options to purchase the following number of shares expire on the following dates, respectively: 10,000 on December 23, 2028, 2,500 on February 1, 2030, 625 on February 1, 2031, 18,000 on August 10, 2031, 18,000 on September 15, 2032 and 18,000 on May 11, 2033. The weighted average exercise price of these options is $ 1.74 per ordinary share.

(13)

Includes 838,859 ordinary shares held by Mr. Recanati. Also includes 70,875 ordinary shares issuable upon exercise of options that are currently exercisable or exercisable within 60 days of March 17, 2024, of which options to purchase the following number of shares expire on the following dates, respectively: 2,500 on August 17, 2024, 2,500 on July 2, 2025, 2,500 on May 18, 2026, 2,500 on May 16, 2027, 2,500 on June 25, 2028, 2,500 on July 30, 2029, 1,875 on November 17, 2030, 18,000 on September 1, 2031, 18,000 on September 15, 2032 and 18,000 on May 11, 2033. The weighted average exercise price of these options is NIS 9.77 per ordinary share.

(14)

Consists of 67,750 ordinary shares issuable upon exercise of options that are currently exercisable or exercisable within 60 days of March 17, 2024, of which options to purchase the following number of shares expire on the following dates, respectively: 10,000 on November 13, 2028, 2,500 on December 19, 2029, 1,250 on November 13, 2030, 18,000 on September 1, 2031, 18,000 on September 15, 2032 and 18,000 on May 11, 2033. The exercise price of these options is NIS 6.00 per ordinary share.

ITEM 8.

FINANCIAL INFORMATION

ITEM 9.

THE OFFER AND LISTING

ITEM 10.

ADDITIONAL INFORMATION

◾

Evogene Ltd. Officers Compensation Policy. See “Item 6. Directors, Senior Management and Employees” for more information about this document.

◾

Evogene Ltd. Officers Clawback Policy. See “Item 6. Directors, Senior Management and Employees” for more information about this document.

◾

Evogene Share Option Plan (2002). See “Item 6. Directors, Senior Management and Employees” for more information about this document.

◾

Evogene Ltd. Key Employee Share Incentive Plan, 2003. See “Item 6. Directors, Senior Management and Employees” for more information about this document.

◾

Evogene Ltd. 2013 Share Option Plan. See “Item 6. Directors, Senior Management and Employees” for more information about this document.

◾

Evogene 2021 Share Incentive Plan. See “Item 6. Directors, Senior Management and Employees” for more information about this document.

◾

banks, financial institutions or insurance companies;

◾

real estate investment trusts, regulated investment companies or grantor trusts;

◾

dealers or traders in securities, commodities or currencies;

◾

tax-exempt entities;

◾

certain former citizens or long-term residents of the United States;

◾

persons that received our shares as compensation for the performance of services;

◾

persons that will hold our shares as part of a “hedging,” “integrated” or “conversion” transaction or as a position in a “straddle” for United States federal income tax purposes;

◾

partnerships (including entities classified as partnerships for United States federal income tax purposes) or other pass-through entities, or holders that will hold our shares through such an entity;

◾

persons subject to special tax accounting rules as a result of any item of gross income with respect to the ordinary shares being taken into account in an “applicable financial statement” pursuant to Section 451(b) of the Code;

◾

U.S. Holders (as defined below) whose “functional currency” is not the U.S. dollar; or

◾

holders that own directly, indirectly or through attribution 10.0% or more of the voting power or value of our shares.

◾

a citizen or resident of the United States;

◾

a corporation (or other entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States or any state thereof, including the District of Columbia;

◾

an estate the income of which is subject to United States federal income taxation regardless of its source; or

◾

a trust if such trust has validly elected to be treated as a United States person for United States federal income tax purposes or if (1) a court within the United States is able to exercise primary supervision over its administration and (2) one or more United States persons have the authority to control all of the substantial decisions of such trust.

◾

at least 75% of its gross income is “passive income”; or

◾

at least 50% of the average quarterly value of its gross assets (which may be determined in part by the market value of our ordinary shares, which is subject to change) is attributable to assets that produce “passive income” or are held for the production of passive income.

ITEM 11.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

ITEM 13.

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

ITEM 14.

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

ITEM 15.

CONTROLS AND PROCEDURES

(a)

Disclosure Controls and Procedures

(b)

Management’s Annual Report on Internal Control Over Financial Reporting

(c)

Attestation Report of Registered Public Accounting Firm

(d)

Changes in internal control over financial reporting

ITEM 16.

[RESERVED]

ITEM 16A.

AUDIT COMMITTEE FINANCIAL EXPERT

ITEM 16B.

CODE OF ETHICS

ITEM 16C.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

		2022				2023
Audit Fees		$	190,000			$	190,000
Audit Related Fees			-				-
Tax Fees			20,000				20,000
All other fees			-				10,000
Total		$	210,000			$	220,000

ITEM 16D.

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

ITEM 16E.

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

ITEM 16F.

CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

ITEM 16G.

CORPORATE GOVERNANCE

◾

Quorum. As permitted under the Companies Law, pursuant to our articles of association, the quorum required for an ordinary meeting of shareholders consists of at least two shareholders present in person, by proxy or by other voting instrument in accordance with the Companies Law, who hold at least 25% of the voting power of our shares (and in an adjourned meeting, with some exceptions, at least two shareholders), instead of 33 1/3% of the issued share capital, as required under the Nasdaq Listing Rules.

◾

Executive sessions of independent directors. Israeli law does not require executive sessions of independent directors. Although all of our current directors are “independent directors” under the applicable Nasdaq criteria, we do not intend to comply with this requirement if we have directors who are not independent.

◾

Shareholder approval. We seek shareholder approval for all corporate actions requiring such approval under the Companies Law, which include (i) transactions with directors concerning the terms of their service or indemnification, exemption and insurance for their service (or for any other position that they may hold at our company), (ii) transactions concerning the compensation, indemnification, exculpation and insurance of the chief executive officer; (iii) the compensation policy recommended by the compensation committee of our board of directors and approved by our board of directors (and any amendments thereto); (iv) extraordinary transactions with, and the terms of employment or other engagement of, a controlling shareholder (if and when this becomes relevant to our company), (v) amendments to our articles of association, and (vi) certain non-public issuances of securities. In addition, under the Companies Law, a merger requires approval of the shareholders of each of the merging companies. We are not required, however, to seek shareholder approval for any of the following events described in the Nasdaq Listing Rules:

◾

certain issuances of shares in excess of 20% of the outstanding shares of the Company;

◾

an issuance that will result in a change of control of our company; and

◾

adoption of, or material changes to, our equity compensation plans.

ITEM 16H.

MINE SAFETY DISCLOSURE

ITEM 17.

FINANCIAL STATEMENTS

ITEM 18.

FINANCIAL STATEMENTS

ITEM 19.

EXHIBITS

	ANNUAL REPORT ON FORM 20-F INDEX OF EXHIBITS
Exhibit No.	Description
1.1	Amended and Restated Articles of Association of the Registrant (incorporated by reference to Exhibit 1.1 to Evogene’s Annual Report on Form 20-F for the year ended December 31, 2017, filed with the SEC on March 30, 2018)
2.1	Description of ordinary shares of Evogene Ltd. †
4.1	Form of Indemnification Agreement (incorporated by reference to Exhibit 10.9 to Evogene’s Registration Statement on Form F-1, as amended (Registration No. 333-191315))
4.2	Evogene Share Option Plan (2002) (incorporated by reference to Exhibit 10.10 to Evogene’s Registration Statement on Form F-1, as amended (Registration No. 333-191315))
4.3	Evogene Ltd. Key Employee Share Incentive Plan, 2003 (incorporated by reference to Exhibit 10.11 to Evogene’s Registration Statement on Form F-1, as amended (Registration No. 333-191315))
4.4.1	Evogene Ltd. 2013 Share Option Plan (incorporated by reference to Exhibit 10.12 to Evogene’s Registration Statement on Form F-1, as amended (Registration No. 333-191315))
4.4.2	2015 U.S. Addendum to Evogene Ltd. 2013 Share Option Plan (incorporated by reference to Exhibit A to the proxy statement for Evogene’s special general meeting of shareholders held on March 15, 2016, annexed as Exhibit 99.1 to Evogene’s Report of Foreign Private Issuer on Form 6-K, furnished to the SEC on February 4, 2016)
4.5	Evogene Ltd. 2021 Share Incentive Plan (incorporated by reference to Appendix B of Exhibit 99.2 to Evogene’s Report of Foreign Private Issuer on Form 6-K, furnished to the SEC on June 23, 2021)
4.6	Evogene Ltd. Officers Compensation Policy (previously filed with the SEC on March 31, 2022 as Exhibit 4.6 to the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2021 and incorporated by reference herein).
4.7	Share Purchase Agreement, dated as of August 6, 2019, by and among Evogene Ltd., Lavie Bio Ltd., Lavie Bio Inc., Lavie Tech Inc., Pioneer Hi-Bred International, Inc. and Taxon Biosciences, Inc. *
4.8	Controlled Equity Offering Sales Agreement, dated as of January 14, 2021, by and between Evogene Ltd. and Cantor Fitzgerald & Co. (incorporated by reference to Exhibit 10.1 to Evogene’s Report of Foreign Private Issuer on Form 6-K, furnished to the SEC on January 14, 2021) and Controlled Equity Offering Sales Agreement, dated as of February 19, 2021, by and between Evogene Ltd. and Cantor Fitzgerald & Co. (incorporated by reference to Exhibit 10.1 to Evogene’s Report of Foreign Private Issuer on Form 6-K, furnished to the SEC on February 19, 2021)
4.9	Share Purchase Agreement dated December 21, 2022 by and among Biomica Ltd., Evogene Ltd. and Shanghai Healthcare Capital (incorporated by reference to Exhibit 4.9 to Evogene’s Annual Report on Form 20-F for the year ended December 31, 2022, filed with the SEC on March 30, 2023).*
4.10	SAFE Agreement dated August 11, 2022 between Lavie Bio Ltd. and BKG Finance GmbH (incorporated by reference to Exhibit 4.10 to Evogene’s Annual Report on Form 20-F for the year ended December 31, 2022, filed with the SEC on March 30, 2023)*
4.11	License Agreement between Corteva Agriscience LLC and Lavie Bio Ltd. dated July 14, 2023. †*
4.12	Master Supply Agreement for Supply of Castor Planting Seeds between Casterra Ag Ltd. and ENI dated June 2, 2023. †*
4.13	Securities Purchase Agreement dated as of July 17, 2023, by and between Evogene Ltd. and the purchasers therein. (incorporated by reference to Exhibit 10.1 to Evogene’s Report of Foreign Private Issuer on Form 6-K, furnished to the SEC on July 17, 2023)
4.14	Placement Agency Agreement, dated July 17, 2023, by and between Evogene Ltd. and A.G.P./Alliance Global Partners (incorporated by reference to Exhibit 10.2 to Evogene’s Report of Foreign Private Issuer on Form 6-K, furnished to the SEC on July 17, 2023)
8.1	List of subsidiaries of the Registrant (incorporated by reference to Exhibit 8.1 to Evogene’s Annual Report on Form 20-F for the year ended December 31, 2022, filed with the SEC on March 30, 2023)
12.1	Certificate of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a)†
12.2	Certificate of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a)†
13.1	Certificate of Chief Executive Officer pursuant to 18 U.S.C. §1350^
13.2	Certificate of Chief Financial Officer pursuant to 18 U.S.C. §1350^
15.1	Consent of Kost Forer Gabbay and Kasierer, a member of Ernst & Young Global, independent registered public accounting firm†
97.1	Policy for Recovery of Erroneously Awarded Compensation †
101	The following financial information from Evogene Ltd.’s Annual Report on Form 20-F for the year ended December 31, 2023 formatted in inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Financial Position at December 31, 2023 and 2022; (ii) Consolidated Statements of Profit or Loss for the years ended December 31, 2023, 2022 and 2021; (iii) Consolidated Statements of Changes in Equity for the years ended December 31, 2023, 2022 and 2021; (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021; and (v) Notes to Consolidated Financial Statements, tagged as blocks of text.†
104	Cover Page Interactive Data File 101

†	Filed herewith.

^	Furnished herewith.

	Evogene Ltd.
Date: March 28, 2024	By: /s/ Ofer Haviv Name: Ofer Haviv Title: President and Chief Executive Officer

	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 1281)	F-2 - F-3
Consolidated Statements of Financial Position	F-4
Consolidated Statements of Profit or Loss	F-5
Consolidated Statements of Changes in Equity	F-6 - F-7
Consolidated Statements of Cash Flows	F-8 - F-9
Notes to Consolidated Financial Statements	F-10 - F-54