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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, Casterra Ag Ltd., or Casterra, 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 0.2 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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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 whom we rely on to conduct certain activities, such as field-trials and pre-clinical studies;

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whether we can mitigate risks associated with disruptions to our information technology and systems, including cybersecurity threats and reliance on cloud computing services;

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whether we can maintain and expand our collaboration agreements in a consolidating industry with limited major players;

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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;

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whether we can mitigate risks associated with potential product liability, environmental hazards, and regulatory compliance in handling toxic materials; and

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conditions in Israel, including Israel’s conflicts with Hamas and other parties in the region, as well as political and economic instability.

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We have a history of operating losses and negative cash flow, and may never achieve or maintain profitability. We may continue to incur operating losses and/or implement cost-cutting measures in the future. Various factors may delay, hinder, or prevent achievement of research and development, or R&D, 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 and our subsidiaries’ 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, including risks associated with cloud computing, ransomware attacks, and evolving cybersecurity threats, 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 for 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 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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Our contracts with foreign businesses and our operations in Africa and South America 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, including the war against Hamas and regional instability, could adversely impact our business and operations.

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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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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 product candidates.

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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 efficient mechanical harvest and grain processing solutions;

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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;

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

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failure to engage new buyers for our seeds, increase the amounts of seeds we sell, or maintain the price paid for our seeds.

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Limitations of Predictive Models: Failure of Evogene’s AI model to accurately predict effective molecules or inability to identify molecules with the desired therapeutic profiles.

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Preclinical Failure: Failure of drug candidates to demonstrate efficacy or safety in preclinical studies despite promising computational predictions.

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Intellectual Property Risks: Failure to secure or maintain intellectual property protections for discovered molecules.

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Competition: Risk of being outcompeted by other organizations with similar or superior technologies.

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Regulatory Hurdles: Difficulty in navigating complex regulatory pathways, including obtaining necessary approvals for drug candidates or AI-related methodologies.

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Funding Constraints: Inability to secure adequate funding for drug development programs.

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Evolution of AI Regulations: Unanticipated changes in the regulatory landscape regarding AI in healthcare, which could impose additional compliance burdens or limit the application of certain technologies.

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Data Quality and Availability: Dependence on high-quality, diverse chemical and biological datasets to train models. Insufficient or biased data may lead to suboptimal or incorrect predictions.

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Integration with Experimentation: Difficulties in aligning computational outputs with laboratory validation workflows, lack of seamless integration between virtual predictions and experimental feedback loops for iterative learning.

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Infrastructure and Compute Constraints:

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High computational costs and infrastructure requirements for training and deploying advanced models.

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Dependence on cloud computing platforms or proprietary hardware, which may pose logistical or financial challenges.

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Algorithmic Limitations:

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Failure to enhance model accuracy in predicting molecular interactions, particularly for highly complex or novel targets.

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Difficulty in balancing generative AI creativity with constraints required for drug-likeness and manufacturability.

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Securing Strategic Partnerships:

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Challenges in forming partnerships with pharmaceutical companies and research organizations.

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Risk of over-reliance on external partners for critical workflows, leading to delays or disruptions if partnerships fail.

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External Funding Challenges:

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Difficulty in securing sufficient funding to scale ChemPass GPT tools.

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Risk of reduced investor confidence if technological milestones are not achieved or if AI predictions fail to translate into successful experimental outcomes.

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Dependence on Collaborative Models:

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Reluctance from potential partners to adopt novel AI-based approaches due to scepticism or lack of familiarity with predictive tools.

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Challenges in demonstrating the commercial value of ChemPass AI tools to potential stakeholders without extensive validation data.

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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 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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ATM (March 2024) – Evogene entered into a Sales Agreement with Lake Street Capital Markets, LLC, pursuant to which we may offer and sell, from time to time, our ordinary shares, in an “at the market offering”, for an aggregate offering price of up to $7.3 million.

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Established a new subsidiary (April 2024) – Evogene and TKH, established Finally, specializing in protein production in plants for the food industry.

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Collaboration (October 2024) - Evogene announced collaboration with Google Cloud to develop a foundation model for generative small molecule de novo design, propelling Evogene’s ChemPass AI tech-engine to new levels of innovation.

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Registered Direct Offering and Private Placement (August 2024)- On August 23, 2024, Evogene entered into a definitive securities purchase agreement, or the Securities Purchase Agreement, with an institutional investor, or the Investor, pursuant to which we agreed to issue and sell to such investors in a registered direct offering, or the 2024 Offering, (i) 265,000 ordinary shares, par value NIS 0.20 per share, or the Ordinary Shares, and (ii) pre-funded warrants, or the Pre-Funded Warrants, to purchase up to 1,427,308 Ordinary Shares, generating $5.5 million in gross proceeds.

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Collaboration Agreement (February 2024) - Lavie Bio entered into an agreement for the discovery and development of new biological insecticidal solutions with Syngenta Crop Protection.

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Licensing Agreement (February 2024) – Lavie Bio secured the second half advance payment of $2.5 million after meeting Corteva’s licensing agreement requirements.  This payment signifies the completion of a $5 million advance payment outlined in the licensing agreement signed in July 2023.

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Sustainability (March 13) - Ceres Global Ag Corp. has chosen to include Lavie Bio’s Yalos bio-inoculant, in regenerative agriculture initiatives in North America.

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Joint Validation Trials (March 2024) – Lavie Bio extended its joint validation trials for its biofungicides conducted by Bayer AG, after successful first-year laboratory and greenhouse testing.

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Pipeline (November 2024) - Lavie Bio announced commercial expansion of Yalos® as seed-treatment for soybean, following successful field trials in 2024 in the US.

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Pipeline (November 2024) - Lavie Bio announced advancement its bio-fungicide LAV321, targeting Downy Mildew, to pre-commercial stage following successful 2024 field trial results in Europe.

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Licensing (November 2024) - Lavie Bio announced the cancellation of its licensing agreement with Corteva. Lavie Bio regained full rights and freedom to operate the licensed technology and the lead bio-fungicide candidates.

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Clinical Trials - (January 2024) - Biomica enrolled the final patient in its Phase I clinical trial for microbiome-based immuno-oncology drug.

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Positive Clinical Data Update (May 2024) – Biomica presented positive initial clinical data update from ongoing Phase 1 trial of microbiome-based therapeutic, BMC128, in patients with non-small cell lung cancer, or NSCLC, melanoma, or renal cell carcinoma, or RCC.

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Production Agreements (March 2024) – Casterra entered into agreements with seed producers in Brazil and Africa to meet growing demand for its castor seed varieties.

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Production Agreements (May 2024) – Casterra entered into additional agreements with seed producers, for the production of approximately 500 tons of seeds, to meet existing and growing demand for its castor seeds.

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Purchase Orders (June 2024) - Casterra received an additional purchase order valued at approximately $440,000 from an existing customer.

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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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Collaboration Agreement (March 2024) – AgPlenus achieved a milestone in the collaboration with Corteva Agriscience (NYSE: CTVA), for the development of novel herbicides.

(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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Commercial: After initial commercialization of a product, different scale-up activities are undertaken, such as production under toll-manufacturing agreements and deployment of end-product at point of sale. Toll manufacturing involves development of production protocols for large fermentation vessels and down-stream-process protocol with the toll manufacturer. In addition, the product is examined for potential market expansion to new crops and against additional diseases.

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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 to 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).

◾

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.

◾

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.

Program	Crop	Technology	Collaborator	Development Phase
1	Canola and rapeseed	GM	As part of Crop4Clima consortium	Phase I

Program	Crop	Trait	Technology	Collaborator	Development Phase
1	Soybean	Nematodes	Genome editing	TMG	Discovery

Program	Food Element	Crop	Technology	Collaborator	Development Phase
1	Bovine Casein	Potato	GMO	Finally Foods	Phase 1

a)

Anti-Obesity – Designed to harness the microbiome to support weight loss and effective management of obesity.

b)

Longevity – Focused on leveraging the microbiome to promote healthy aging by targeting age-related processes throughout the lifespan.

◾

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 global irritable bowel syndrome treatment market accounted for $ 1.65 billion in 2023 and is expected to reach at $4.74 billion by 2034 with a CAGR of 10.07% during the forecast period 2024-2034 according to a report titled the “Irritable Bowel Syndrome Treatment Market by Type, by Product, by Distribution Channel, and by Region”7, which is not incorporated herein by reference. 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 Research and Markets in January 2024, which is not incorporated by reference herein, the global IBD drug market size was valued at $26.65 billion in 2023, and is projected to reach $49.76 billion by 2034, growing at a compound annual growth rate, or CAGR, of 5.84% from 2023 to 20348.

◾

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.

◾

According to “Antibiotic Resistance Threats In The United States” a report published by U.S. Centers for Disease Control and Prevention in December 2019, which is not incorporated by reference herein, CDI is responsible for the deaths of approximately 13,000 Americans each year. Based on this report, the incidence of CDI in the U.S. was estimated to be 223,900 cases in hospitalized patients in 2017. According to an article titled “Clostridium Difficile Infection Treatment Market Outlook (2024 – 2034)” 10, which is not incorporated herein by reference, the global CDI treatment market size was set to reach $1.24 billion by the end of 2024 and climb to $2.28 billion by the end of 2034, expanding at a CAGR of 6.3% between 2024 and 2034.

◾

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 $2.15 billion in 2023 and is projected  to grow at a CAGR of 5.51% from 2024 to 203011.

◾

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.

•

Safety Profile: as of the data cutoff date, the safety profile of BMC128 has been positive, with no major safety events potentially associated with BMC128 reported during the course of BMC128 monotherapy or combination treatment, indicating a favourable safety profile for the investigational therapy.

•

Clinical Responses: as of the data cutoff date, among the patients included in the study, 72% of refractory cases exhibited positive clinical signals, indicating a potential efficacy for the BMC128 and nivolumab combination.

•

Response Rates: as of the data cutoff date, one patient demonstrated partial response upon imaging and RECIST v1.1 assessment and remains actively responding to treatment. Additionally, 64% of patients’ disease stopped progressing following the combination treatment, and they displayed stable disease and sustained benefits beyond the first imaging assessment, suggesting additional important potential clinical benefit.

•

Durability of Response: as of the data cutoff date, 55% of patients showed sustained clinical benefit, with notable durations of response of over 16 weeks and with one patient exceeding 80 weeks.

•

Cross-Cancer Effectiveness: 100% of RCC patients and 60% of NSCLC patients in the study demonstrated positive clinical outcomes, indicating potential efficacy across different cancer types.

Name of Subsidiary		Jurisdiction		Ownership Interest
AgPlenus Ltd.		Israel		98.3% (1)
Biomica Ltd.		Israel		75.8% (2)
Casterra Ag Ltd. (formerly known as Evofuel Ltd.).		Israel		99.5(3)%
Lavie Bio Ltd.		Israel		70.7% (4)(5)

(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 0.5% of Casterra Ag Ltd.’s issued and outstanding share capital is held by Casterra’s former employee as a result of exercise of options.

(4)

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.

(5)

ICL (through an affiliate company) has an outstanding convertible amount of approximately $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:		2024				2023				2022
		(U.S. dollars, in thousands)
Agriculture		$	5,889			$	3,791			$	876
Industrial application			2,219				1,075				72
Human health			80				487				513
Unallocated			323				287				214
Total		$	8,511			$	5,640			$	1,675

Geographical Region:		2024				2023				2022
United States			46	%			65	%			51	%
Israel			7	%			16	%			45	%
Other			47	%			19	%			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
		(U.S. dollars, in thousands)
Year ended December 31, 2024
Revenues		$	5,889			$	2,219			$	80			$	323			$	8,511
Operating loss		$	(9,262	)		$	(2,411	)		$	(7,240	)		$	(3,297	)		$	(22,210	)
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	)

		2024				2023				2022
Consolidated Statements of Comprehensive loss:
(U.S. dollars, in thousands)
Revenues		$	8,511			$	5,640			$	1,675
Cost of revenues			2,683				1,692				909
Gross profit			5,828				3,948				766
Operating expenses (income):
Research and development, net			16,648				20,777				20,792
Sales and marketing			3,425				3,611				3,933
General and administrative			7,441				6,068				6,482
Other expenses (income)			524				-				(3,500	)
Total operating expenses, net			28,038				30,456				27,707
Operating loss			(22,210	)			(26,508	)			(26,941	)
Financing income			7,546				1,486				516
Financing expenses			(3,342	)			(965	)			(3,329	)
Share of loss of an associate			39				-				-
Loss before taxes on income			(18,045	)			(25,987	)			(29,754	)
Taxes on income (tax benefit)			9				(33	)			90
Loss		$	(18,054	)		$	(25,954	)		$	(29,844	)

		2024				2023				2022
(U.S. dollars, in thousands)
Net cash used in operating activities		$	(19,700	)		$	(21,577	)		$	(23,678	)
Net cash provided by (used in) investing activities			9,622				(4,538	)			13,274
Net cash provided by financing activities			4,656				18,152				9,343
Exchange rate differences - cash and cash equivalents balances			(49	)			(245	)			(2,284	)
Decrease in cash and cash equivalents		$	(5,471	)		$	(8,208	)		$	(3,345	)

◾

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		58		President and Chief Executive Officer and Director
Mr. Yaron Eldad		59		Chief Financial Officer
Dr. Gabi Tarcic		45		Vice President Product
Dr. Ilia Zhidkov		48		Vice President Computational Platform
Dr. Elran Haber		44		Chief Executive Officer of Biomica Ltd.
Mr. Yoash Zohar		58		Chief Executive Officer of Casterra Ag Ltd.
Mr. Amit Noam		43		Chief Executive Officer of Lavie Bio Ltd.
Dr. Dan Jacob Gelvan		60		Chief Executive Officer of Ag Plenus Ltd.
Directors
Mr. Nir Nimrodi(3)(4)		56		Chairperson of the Board
Ms. Sarit Firon(3)(4)		58		Director
Mr. Dan Falk(1)(2)(4)		79		Director
Dr. Adrian Percy(4)		59		Director
Mr. Leon Y. Recanati(1)(2)(3)(4)		76		Director
Dr. Oded Shoseyov(1)(2)(4)		68		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.

		(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			374				49				1				424
Amit Noam CEO of Lavie Bio			187				29				448				664
Dan Gelvan CEO of AgPlenus			210				-				159				369
Elran Haber CEO of Biomica			251				-				48				299
Yoash Zohar CEO of Casterra			251				-				332				583

(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 2024 relating to the office holders’ service in our Company in 2023, 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, 2024 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, 2025 as Equity Incentives
AgPlenus			13.8	%			8.9	%
Biomica			12	%			7.62	%
Casterra			7.5	%			3.9	%
Lavie Bio			10.5	%			8.8	%

◾

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			56	%			44	%			66
AgPlenus			55	%			45	%			11
Lavie Bio			47	%			53	%			17
Biomica			67	%			33	%			18
Casterra			20	%			80	%			5
Total			49	%			51	%			117

Company		Female				Male
Evogene			48	%			52	%
AgPlenus			80	%			20	%
Lavie Bio			40	%			60	%
Biomica			67	%			33	%
Casterra			0	%			100	%

		As of December 31, 2022												As of December 31, 2023												As of December 31, 2024
		Israel				U.S.				Total				Israel				U.S.				Total				Israel				U.S.				Total
Executive management			6				-				6				5				-				5				5				-				5
General and administrative			25				-				25				31				-				31				23				-				23
Technology platform and Experimental Unit			44				-				44				39				-				39				38				-				38
Lavie Bio Ltd.			21				6				27				21				5				26				15				2				17
AgPlenus Ltd.			11				1				12				11				1				12				11				-				11
Casterra Ag Ltd.			1				-				1				4				-				4				5				-				5
Biomica Ltd.			13				-				13				18				-				18				18				-				18
Canonic Ltd.			9				-				9				7				-				7				-				-				-
Total			130				7				137				136				6				142				115				2				117

F.           Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation

ITEM 7.

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

		Shares Beneficially Held
Name of Beneficial Owner		Number				Percentage of Class
Executive Officers and Directors
Mr. Ofer Haviv			89,500	(1)			1.3	%
Mr. Yaron Eldad			17,050	(2)			*
Dr. Dan Jacob Gelvan			0				*
Dr. Elran Haber			2,500	(3)			*
Mr. Amit Noam			0				*
Dr. Gabi Tarcic			0				*
Mr. Ilia Zhidkov			16,250	(4)
Mr. Yoash Zohar			0				*
Ms. Sarit Firon			15,500	(5)			*
Mr. Dan Falk			4,950	(6)			*
Mr. Nir Nimrodi			7,450	(7)			*
Dr. Adrian Percy			8,250	(8)			*
Mr. Leon Y. Recanati			92,323	(9)			1.4	%
Prof. Oded Shoseyov			8,250	(10)			*
All directors and executive officers as a group (14 persons**)			262,023				3.8	%

*

Less than 1%.

(1)

Consists of 89,500 ordinary shares issuable upon exercise of options that are currently exercisable or exercisable within 60 days of March 17, 2025, of which options to purchase the following number of shares expire on the following dates, respectively: 17,000 on March 22, 2025, 22,500 on August 8, 2027 and 50,000 on April 21, 2030. The weighted average exercise price of these options is NIS 143.13 per ordinary share.

(2)

Consists of 15,000 ordinary shares issuable upon exercise of options that are currently exercisable or exercisable within 60 days of March 17, 2025, of which options to purchase the following number of shares expire on the following dates, respectively: 11,250 on March 30, 2032 and 3,750 on November 20, 2034. The weighted average exercise price of these options is NIS 32.83 per ordinary share. Also includes 2,050 shares issuable upon vesting of RSUs that are currently vested or will become vested within 60 days of March 17, 2025, all of which expire on March 8, 2033, and with no exercise price.

(3)

Consists of 2,500 ordinary shares of Evogene issuable upon exercise of options that are currently exercisable or exercisable within 60 days of March 17, 2025, which expire on September 1, 2031. The exercise price of these options is NIS 91.7 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”.

(4)

Consists of 16,250 ordinary shares issuable upon exercise of options that are currently exercisable or exercisable within 60 days of March 17, 2025, of which options to purchase the following number of shares expire on the following dates, respectively: 3,000 on August 8, 2027, 750 on July 30, 2029, 7,000 on September 1, 2031, 3,000 on March 8, 2033 and 2,500 on November 20, 2034. The weighted average exercise price of these options is NIS 81.36 per ordinary share.

(5)

Consists of 15,500 ordinary shares issuable upon exercise of options that are currently exercisable or exercisable within 60 days of March 17, 2025, of which options to purchase the following number of shares expire on the following dates, respectively: 1,000 on August 10, 2026, 250 on August 8, 2027,250 on August 6, 2028, 250 on September 23, 2029, 250 on September 22, 2030, 3,600 on September 1, 2031, 3,600 on September 15, 2032, 3,600 on May 11, 2033 and 2,700 on June 13, 2034. The weighted average exercise price of these options is NIS 63.12 per ordinary share.

(6)

Consists of 4,950 ordinary shares issuable upon exercise of options that are currently exercisable or exercisable within 60 days of March 17, 2025, of which options to purchase the following number of shares expire on the following dates, respectively: 1,800 on September 15, 2032, 1,800 on May 11, 2033 and 1,350 on June 13, 2034. The weighted average exercise price of these options is NIS 28.42 per ordinary share.

(7)

Consists of 7,450 ordinary shares issuable upon exercise of options that are currently exercisable or exercisable within 60 days of March 17, 2025, of which options to purchase the following number of shares expire on the following dates, respectively: 2,500 on April 20, 2030, 1,800 on September 15, 2032, 1,800 on May 11, 2033 and 1,350 on June 13, 2034. The weighted average exercise price of these options is $8.90 per ordinary share.

(8)

Consists of 8,250 ordinary shares issuable upon exercise of options that are currently exercisable or exercisable within 60 days of March 17, 2025, of which options to purchase the following number of shares expire on the following dates, respectively: 1,000 on December 23, 2028, 250 on February 1, 2030, 250 on February 1, 2031, 1,800 on August 10, 2031, 1,800 on September 15, 2032, 1,800 on May 11, 2033 and 1,350 on June 13, 2034. The weighted average exercise price of these options is $16.15 per ordinary share.

(9)

Includes 83,886 ordinary shares held by Mr. Recanati. Also includes 8,437 ordinary shares issuable upon exercise of options that are currently exercisable or exercisable within 60 days of March 17, 2025, of which options to purchase the following number of shares expire on the following dates, respectively: 250 on July 2, 2025, 250 on May 18, 2026, 250 on May 16, 2027, 250 on June 25, 2028, 250 on July 30, 2029, 250 on November 17, 2030, 187 on June 11, 2031, 1,800 on September 1, 2031, 1,800 on September 15, 2032, 1,800 on May 11, 2033 and 1,350 on June 13, 2034. The weighted average exercise price of these options is NIS 71.28 per ordinary share.

(10)

Consists of 8,250 ordinary shares issuable upon exercise of options that are currently exercisable or exercisable within 60 days of March 17, 2025, of which options to purchase the following number of shares expire on the following dates, respectively: 1,000 on November 13, 2028, 250 on December 19, 2029, 250 on November 13, 2030, 1,800 on September 1, 2031, 1,800 on September 15, 2032, 1,800 on May 11, 2033 and 1,350 on June 13, 2034. The exercise price of these options is NIS 55.42 per ordinary share.

ITEM 8.

FINANCIAL INFORMATION

A.          Offer and Listing Details

B.          Plan of Distribution

C.          Markets

D.          Selling Shareholders

E.          Dilution

F.           Expenses of the Issue

ITEM 10.

ADDITIONAL INFORMATION

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

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

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

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

E.          Taxation

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banks, financial institutions or insurance companies;

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

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dealers or traders in securities, commodities or currencies;

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tax-exempt entities;

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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;

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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.

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a citizen or resident of the United States;

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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;

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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.

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

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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

(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

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

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

ITEM 16H.

MINE SAFETY DISCLOSURE