エドガーで原本を確認する
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FORM
20-F
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REGISTRATION STATEMENT
PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
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ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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SHELL COMPANY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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Title of each class |
Trading
symbol(s) |
Name
of each exchange on which registered | ||
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Ordinary
shares, par value NIS 0.2 per share |
EVGN
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Nasdaq
Capital Market |
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Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated
filer ☒ |
Emerging Growth Company ☐
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U.S. GAAP ☐ |
International Financial Reporting Standards as issued by the
International Accounting Standards Board ☒ |
Other ☐
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| Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 101 | |
| Insider Trading Policies | 102 | |
| Cybersecurity | 101 | |
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| F-1 | ||
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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, as 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 “Nasdaq” are to the Nasdaq Stock Market LLC or the Nasdaq Capital 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 Iran 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. Our management has
identified conditions that raise substantial doubt about our ability to continue as a going concern for a period of one year from the
date of this Annual Report. 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 recent strategic streamlining and reduction of active subsidiaries increases our operational concentration risk and reduces diversification,
which may amplify the impact of setbacks in our remaining core activities. |
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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 ChemPass AI technological engine, 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. For example, our subsidiary, Biomica’s future
prospects with respect to BMC 128 are substantially dependent on a third-party licensee for further development and commercialization.
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, including AI-driven small molecule therapeutics developed through
our ChemPass AI platform, may be unsuccessful. |
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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 our increased dependency on cloud-based infrastructure and third-party
cloud providers, 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 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 recent unrest and actual or potential armed conflict and regional instability, as well as global
catastrophic events, pandemics or other widespread health emergencies, could adversely impact our business and operations. |
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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 2025, and there is a risk of being classified as a PFIC in 2026, potentially
leading to adverse tax consequences for U.S. shareholders. |
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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.
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ITEM 1.
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IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS |
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ITEM 2. |
OFFER STATISTICS AND EXPECTED TIMETABLE |
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ITEM 3. |
KEY INFORMATION |
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further delay, scale back or discontinue the development, manufacturing scale-up or commercialization of our or our subsidiaries’
product candidates; |
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accept for one or more of our or our subsidiaries’ product candidates terms that are less favorable than might otherwise be
available; or |
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relinquish or license to additional parties, on unfavorable terms, our rights to our or our subsidiaries’ product candidates
that we or our subsidiaries otherwise would seek to develop or commercialize ourselves. |
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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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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 design 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 or biotechnology 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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Since we do not currently possess the resources necessary to independently develop and commercialize the majority of our drug candidates,
we may seek to enter into collaborative agreements to assist in the development and potential future commercialization of some or all
of these assets as a component of our strategic plan. However, our discussions with potential collaborators may not lead to the establishment
of collaborations on acceptable terms, if at all, or it may take longer than expected to establish new collaborations, leading to development
and potential commercialization delays, which would adversely affect our business, financial condition and results of operations.
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External Funding Challenges: |
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Difficulty in securing sufficient funding to scale and continue development of ChemPass AI tools. |
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Risk of reduced investor confidence if technological milestones are not achieved or if computational 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 skepticism 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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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 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 product candidates. |
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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 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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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. |
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ChemPass AI, for discovery and optimization of small molecules; |
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MicroBoost AI, for discovery and optimization of microbial-based products; and |
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GeneRator AI, for discovery and optimization of genetic elements. |
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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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PointHit, a virtual screening module designed to identify promising hit compounds
from large chemical spaces; |
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ActiveSearch, an advanced analogue-searching engine intended to expand and refine chemical
series; and |
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LeadOp GPT- a generative small molecule design engine that simultaneously optimizes multiple project
specific parameters using generative AI. |
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Novelty – leveraging an approximate 38 billion-molecule training library, the platform
is designed to generate novel, synthetically accessible and biologically active compounds, including candidates that explore previously
underexploited regions of chemical space and may create new intellectual property opportunities. |
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Multi-Parameter Optimization – the platform is designed to optimize multiple chemical,
biological and physicochemical parameters simultaneously, tailored to defined project constraints, with the objective of
increasing the probability of technical and commercial success. |
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High Potency – AI-designed molecules are prioritized and refined through targeted
experimental validation workflows to enhance potency and overall performance characteristics. |
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1. |
Lavie Bio’s activity (including the MircoBoost AI for ag tech-engine) was sold
to ICL. No further activities are planned for 2026. |
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2. |
Biomica’s activity is expected to cease by the end of the second quarter of
2026, following the execution of its license agreement with Lishan Biotech. |
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3. |
Casterra’s activity has been streamlined due to a reduction in the level of
activity of Casterra’s principal customer in Africa, and it is currently focused on the Brazilian market. We expect to continue
Casterra’s operation during 2026. Effective as of April 1st,
2026, Mr. Yoash Zohar will cease serving as Casterra’s Chief Executive Officer and will be replaced with Mr. Ofer Haviv, Evogene’s
President and Chief Executive Officer. Mr. Zohar will continue to serve as Casterra Chief Operating Officer. |
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4.
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AgPlenus’s agricultural activities include ongoing development programs and
collaborations with leading global agricultural-chemical companies. This subsidiary has also reduced its workforce. We expect to continue
AgPlenus’s operation during 2026. |
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Change in the Composition of the Board of Directors (March 2025) – Mr. Nir Nimrodi was appointed as our chairman of the board
of directors. In addition, the Company's President and CEO, Mr. Ofer Haviv, joined as a member of the board of directors. |
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Completion Foundation Model (June 2025) - Evogene completed a first-in-class foundation model for generative molecule design, developed
in collaboration with Google Cloud. |
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Collaboration (August 2025) - Evogene and Professor Ehud Gazit of Tel Aviv University announced a collaboration to develop new therapeutics
for metabolic diseases. This collaboration aims to accelerate the discovery and optimization of novel small molecules as potential drug
candidates for a range of diseases caused by the ordered self-assembly of small metabolites. |
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Change in Management (December 2025) – Evogene appointed Ms. Olga Nissan to serve as Vice President of Business Development
of Evogene, effective as of January 1, 2026. |
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|
• |
Acquisition (April 2025) – Lavie Bio signed a definitive agreement under which Dead Sea Works Ltd. (an affiliate of ICL Group
Ltd.), or ICL, acquired the majority of its activity. As part of the definitive agreement, ICL also acquired Evogene’s MicroBoost
AI for AG platform. In July 2025, Lavie Bio completed the transaction for the sale of its activity to ICL. |
|
|
• |
Change in management and reduction of scope (June 2025) – Biomica’s chief executive officer, Dr. Elran Haber, stepped
down as Biomica’s Chief Executive Officer due to a medical condition and Mr. Ofer Haviv, Evogene’s President and Chief Executive
Officer, replaced him. In addition, Biomica announced a significant reduction of its internal R&D activity, including a reduction
of its headcount. Biomica maintained the trials of its clinical phase I product BMC128, and in February 2026, |
|
|
• |
Collaboration (November 2025) - Casterra and Fantini Italia S.R.L. announced a strategic collaboration to advance agricultural mechanization
for scalable commercial castor farming. |
|
|
• |
New Mode of Action (February 2025) - AgPlenus announced discovery of a new mode of action for fungicides against wheat disease - Zymoseptoria
tritici, the fungal pathogen responsible for Septoria tritici blotch, or STB, one of the most devastating diseases affecting wheat crops
globally. |
|
|
▪ |
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. |
|
|
▪ |
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. |
|
|
▪ |
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. |
|
|
▪ |
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. |
|
|
▪ |
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. |
|
|
▪ |
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. |
|
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 |
68.9% (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 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 31.1% 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 26.6%, and (ii) Lavie Bio’s former employees, who hold 4.5% as a result of exercise
of options. |
|
Operating Segment: |
2025 |
2024 (*) |
|
2023 (*) |
| |||||||
|
(U.S. dollars, in thousands) |
||||||||||||
|
Agriculture |
$ |
1,374 |
$ |
2,955 |
$ |
1,133 |
||||||
|
Industrial application |
2,168 |
2,219 |
1,075 |
|||||||||
|
Human health |
- |
80 |
487 |
|||||||||
|
Unallocated |
311 |
323 |
287 |
|||||||||
|
Total |
$ |
3,853 |
$ |
5,577 |
$ |
2,982 |
||||||
|
Geographical Region: |
2025 |
2024 (*) |
|
2023 (*) |
| |||||||
|
United States |
9 |
% |
17 |
% |
33 |
% | ||||||
|
Israel |
12 |
% |
11 |
% |
31 |
% | ||||||
|
Europe |
26 |
% |
41 |
% |
1 |
% | ||||||
|
Africa |
53 |
% |
31 |
% |
35 |
% | ||||||
|
Total |
100 |
% |
100 |
% |
100 |
% | ||||||
|
|
▪ |
Agriculture: our agriculture segment includes our division and subsidiary engaged in agricultural
activities, including seed traits activity and ag-chemicals activity (through our subsidiary AgPlenus). |
|
|
▪ |
Human Health: our human health segment focuses mainly on discovery and development of human
microbiome-based therapeutics (through our subsidiary Biomica) and Canonic (which ceased its operations in 2024). In addition, we design
novel, highly potent, small molecules, optimized across multiple-parameters, for drug development, by utilizing ChemPass AI, our computational
generative AI engine. |
|
|
▪ |
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, 2025 |
||||||||||||||||||||
|
Revenues |
$ |
1,374 |
$ |
2,168 |
$ |
- |
$ |
311 |
$ |
3,853 |
||||||||||
|
Cost of revenues |
$ |
(428 |
) |
$ |
(3,553 |
) |
$ |
- |
$ |
(113 |
) |
$ |
(4,094 |
) | ||||||
|
Depreciation expenses |
$ |
(124 |
) |
$ |
(94 |
) |
$ |
(101 |
) |
$ |
(203 |
) |
$ |
(522 |
) | |||||
|
Operating loss |
$ |
(4,097 |
) |
$ |
(3,540 |
) |
$ |
(2,653 |
) |
$ |
(3,744 |
) |
$ |
(14,034 |
) | |||||
|
Year ended December 31, 2024 |
||||||||||||||||||||
|
Revenues |
$ |
2,955 |
$ |
2,219 |
$ |
80 |
$ |
323 |
$ |
5,577 |
||||||||||
|
Cost of revenues |
$ |
(952 |
) |
$ |
(1,290 |
) |
$ |
(98 |
) |
$ |
(40 |
) |
$ |
(2,380 |
) | |||||
|
Depreciation expenses |
$ |
(201 |
) |
$ |
(32 |
) |
$ |
(141 |
) |
$ |
(205 |
) |
$ |
(579 |
) | |||||
|
Operating loss |
$ |
(6,120 |
) |
$ |
(2,411 |
) |
$ |
(7,240 |
) |
$ |
(3,033 |
) |
$ |
(18,804 |
) | |||||
|
Year ended December 31, 2023 |
||||||||||||||||||||
|
Revenues |
$ |
1,133 |
$ |
1,075 |
$ |
487 |
$ |
287 |
$ |
2,982 |
||||||||||
|
Cost of revenues |
$ |
(370 |
) |
$ |
(460 |
) |
$ |
(620 |
) |
$ |
(40 |
) |
$ |
(1,490 |
) | |||||
|
Depreciation expenses |
$ |
(147 |
) |
$ |
(31 |
) |
$ |
(213 |
) |
$ |
(267 |
) |
$ |
(658 |
) | |||||
|
Operating loss |
$ |
(7,074 |
) |
$ |
(39 |
) |
$ |
(10,349 |
) |
$ |
(4,769 |
) |
$ |
(22,231 |
) | |||||
|
2025 |
2024 (*) |
|
2023 (*) |
| ||||||||
|
Consolidated Statements of Comprehensive loss: |
||||||||||||
|
(U.S. dollars, in thousands) |
||||||||||||
|
Revenues |
$ |
3,853 |
$ |
5,577 |
$ |
2,982 |
||||||
|
Cost of revenues: |
||||||||||||
|
Inventory impairment |
2,180 |
- |
||||||||||
|
Other cost of revenues |
1,914 |
2,380 |
1,490 |
|||||||||
|
Total Cost of Revenues |
4,094 |
2,380 |
1,490 |
|||||||||
|
Gross profit (loss) |
(241 |
) |
3,197 |
1,492 |
||||||||
|
Operating expenses (income): |
||||||||||||
|
Research and development, net
|
7,994 |
12,511 |
16,196 |
|||||||||
|
Sales and marketing
|
1,476 |
1,983 |
2,152 |
|||||||||
|
General and administrative
|
4,286 |
6,993 |
5,375 |
|||||||||
|
Other expenses |
37 |
514 |
- |
|||||||||
|
Total operating expenses, net |
13,793 |
22,001 |
23,723 |
|||||||||
|
Operating loss |
(14,034 |
) |
(18,804 |
) |
(22,231 |
) | ||||||
|
Financing income |
2,508 |
7,393 |
1,213 |
|||||||||
|
Financing expenses |
(1,933 |
) |
(3,358 |
) |
(928 |
) | ||||||
|
Share of loss of an associate |
39 |
39 |
- |
|||||||||
|
Loss before taxes on income |
(13,498 |
) |
(14,808 |
) |
(21,946 |
) | ||||||
|
Taxes on income |
1 |
9 |
19 |
|||||||||
|
Loss from continuing operations |
(13,499 |
) |
(14,817 |
) |
(21,965 |
) | ||||||
|
Income (loss) from discontinued operations, net |
5,672 |
(3,237 |
) |
(3,989 |
) | |||||||
|
Loss |
$ |
(7,827 |
) |
$ |
(18,054 |
) |
$ |
(25,954 |
) | |||
|
|
- |
History of reporting operating losses from continuing operations of $14,034 and $18,804 for the years ended December 31, 2025, and
2024, respectively; |
|
|
- |
Net operating cash outflows of $13,502 and $19,700 in 2025 and 2024, respectively; |
|
|
- |
The Company's Accumulated Deficit balance as of December 31, 2025, is $282,556 |
|
|
• |
In case projected revenues do not materialize in a timely manner, reducing related expenses, including through headcount reductions,
to conserve cash and improve our liquidity position; and |
|
|
• |
Deferring and reprioritizing certain research and development programs, resulting in reduced expenditures on programs and headcount.
|
|
2025 |
2024 |
2023 |
||||||||||
|
(U.S. dollars, in thousands) |
||||||||||||
|
Net cash used in operating activities |
(13,502 |
) |
$ |
(19,700 |
) |
$ |
(21,577 |
) | ||||
|
Net cash provided by (used in) investing activities |
17,738 |
9,622 |
(4,538 |
) | ||||||||
|
Net cash provided by financing activities |
(6,602 |
) |
4,656 |
18,152 |
||||||||
|
Exchange rate differences - cash and cash equivalents balances |
21 |
(49 |
) |
(245 |
) | |||||||
|
Decrease in cash and cash equivalents |
(2,345 |
) |
$ |
(5,471 |
) |
$ |
(8,208 |
) | ||||
|
|
- |
History of reporting operating losses from continuing operations of $14,034 and $18,804 for the years ended December 31, 2025, and
2024, respectively; |
|
|
- |
Net operating cash outflows of $13,502 and $19,700 in 2025 and 2024, respectively; |
|
|
- |
The Company's Accumulated Deficit balance as of December 31, 2025, is $282,556. |
|
|
• |
In case projected revenues do not materialize in a timely manner, reducing related expenses, including through headcount reductions,
to conserve cash and improve our liquidity position; and |
|
|
• |
Deferring and reprioritizing certain research and development programs, resulting in reduced expenditures on programs and headcount.
|
|
|
• |
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 EMPLOYEESs |
|
Name |
Age |
Position | ||
|
Executive officers |
||||
|
Mr. Ofer Haviv |
59 |
President and Chief Executive Officer and Director | ||
|
Mr. Yaron Eldad |
60 |
Chief Financial Officer | ||
|
Ms. Polina Ravzin* |
44 |
VP Finance | ||
|
Dr. Gabi Tarcic |
46 |
Vice President Product | ||
|
Dr. Ilia Zhidkov |
49 |
Vice President Computational Platform | ||
|
Directors |
||||
|
Mr. Nir Nimrodi(3)(4)
|
57 |
Chairperson of the Board | ||
|
Ms. Sarit Firon(3)(4)
|
59 |
Director | ||
|
Mr. Dan Falk(1)(2)(4)
|
80 |
Director | ||
|
Dr. Adrian Percy(1)(2)(
(4) |
60 |
Director | ||
|
Mr. Leon Y. Recanati(1)(2)(3)(4)
|
77 |
Director |
|
* |
Ms. Ravzin will assume the responsibilities of the Chief Financial Officer, in replacement of Mr. Eldad,
as of April 1, 2026. |
|
|
(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 |
393 |
- |
75 |
468 |
||||||||||||
|
Yaron Eldad Chief Financial Officer
|
246 |
- |
46 |
292 |
||||||||||||
|
Dan Gelvan CEO of AgPlenus |
242 |
- |
95 |
337 |
||||||||||||
|
Yoash Zohar CEO of Casterra |
233 |
- |
174 |
407 |
||||||||||||
|
Gabi Tarcic Vice President Product |
226 |
- |
15 |
241 |
||||||||||||
|
|
(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 2025 relating to the office holders’ service in our Company
in 2024, 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, 2025 in respect
of option grants. |
|
|
• |
Annual fees in an amount of approximately $20,600 for directors classified as experts; and |
|
|
• |
Per-meeting fees in an amount of approximately $1,100 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 15, 2025
as Equity Incentives |
||||||
|
AgPlenus |
13.84 |
% |
7.79 |
% | ||||
|
Biomica |
12.0 |
% |
0.69 |
% | ||||
|
Casterra |
7.54 |
% |
6.58 |
% | ||||
|
Lavie Bio |
8.21 |
% |
0.22 |
% | ||||
|
|
• |
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 |
62 |
% |
38 |
% |
37 |
|||||||
|
AgPlenus |
50 |
% |
50 |
% |
6 |
|||||||
|
Lavie Bio |
0 |
% |
0 |
% |
0 |
|||||||
|
Biomica |
100 |
% |
0 |
% |
2 |
|||||||
|
Casterra |
29 |
% |
71 |
% |
7 |
|||||||
|
Total |
60 |
% |
40 |
% |
52 |
|||||||
|
Company |
Female |
Male |
||||||
|
Evogene |
46 |
% |
54 |
% | ||||
|
AgPlenus |
67 |
% |
33 |
% | ||||
|
Lavie Bio |
0 |
% |
0 |
% | ||||
|
Biomica |
0 |
% |
0 |
% | ||||
|
Casterra |
0 |
% |
100 |
% | ||||
|
As of December 31, 2023 |
As of December 31, 2024 |
As of December 31, 2025 |
||||||||||||||||||||||||||||||||||
|
Israel |
U.S. |
Total |
Israel |
U.S. |
Total |
Israel |
U.S. |
Total |
||||||||||||||||||||||||||||
|
Executive management |
5 |
- |
5 |
5 |
- |
5 |
4 |
- |
4 |
|||||||||||||||||||||||||||
|
General and administrative |
31 |
- |
31 |
23 |
- |
23 |
14 |
- |
14 |
|||||||||||||||||||||||||||
|
Technology platform and Experimental Unit |
39 |
- |
39 |
38 |
- |
38 |
19 |
- |
19 |
|||||||||||||||||||||||||||
|
Lavie Bio Ltd. |
21 |
5 |
26 |
15 |
2 |
17 |
0 |
- |
0 |
|||||||||||||||||||||||||||
|
AgPlenus Ltd. |
11 |
1 |
12 |
11 |
- |
11 |
6 |
- |
6 |
|||||||||||||||||||||||||||
|
Casterra Ag Ltd. |
4 |
- |
4 |
5 |
- |
5 |
7 |
- |
7 |
|||||||||||||||||||||||||||
|
Biomica Ltd. |
18 |
- |
18 |
18 |
- |
18 |
2 |
- |
2 |
|||||||||||||||||||||||||||
|
Canonic Ltd. |
7 |
- |
7 |
- |
- |
- |
0 |
- |
0 |
|||||||||||||||||||||||||||
|
Total |
136 |
6 |
142 |
115 |
2 |
117 |
52 |
- |
52 |
|||||||||||||||||||||||||||
|
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 |
89,000 |
(1) |
0.90 |
% | ||||
|
Mr. Yaron Eldad |
36,569 |
(2) |
0.37 |
% | ||||
|
Dr. Gabi Tarcic |
15,000 |
(3) |
0.15 |
% | ||||
|
Mr. Ilia Zhidkov |
31,250 |
(4) |
0.32 |
% | ||||
|
Ms. Sarit Firon |
18,275 |
(5) |
0.18 |
% | ||||
|
Mr. Dan Falk |
7,275 |
(6) |
0.07 |
% | ||||
|
Mr. Nir Nimrodi |
18,525 |
(7) |
0.19 |
% | ||||
|
Dr. Adrian Percy |
10,575 |
(8) |
0.11 |
% | ||||
|
Mr. Leon Y. Recanati |
94,211 |
(9) |
0.95 |
% | ||||
|
All directors and executive officers as a group (9 persons) |
320,680 |
3.24 |
% | |||||
|
|
(1) |
Consists of 89,000 ordinary shares issuable upon exercise of options that are currently exercisable or exercisable within 60 days
of March 22, 2026, of which options to purchase the following number of shares expire on the following dates, respectively: 22,500 on
August 8, 2027, 50,000 on April 21, 2030 and 16,500 on December 23, 2034. The weighted average exercise price of these options is NIS
69.38 per ordinary share. |
|
|
(2) |
Consists of 33,750 ordinary shares issuable upon exercise of options that are currently exercisable or exercisable within 60 days
of March 22, 2026, of which options to purchase the following number of shares expire on the following dates, respectively: 15,000 on
March 30, 2032 and 18,750 on November 20, 2034. The weighted average exercise price of these options is NIS 22.97 per ordinary share.
Also includes 2,819 shares issuable upon vesting of RSUs that are currently vested or will become vested within 60 days of March 22, 2025,
with no exercise price. |
|
|
(3) |
Consists of 15,000 ordinary shares issuable upon exercise of options that are currently exercisable or exercisable within 60 days
of March 22, 2026, all of which options shall expire on November 20, 2034. The weighted average exercise price of these options is NIS
8.62 per ordinary share. |
|
|
(4) |
Consists of 31,250 ordinary shares issuable upon exercise of options that are currently exercisable or exercisable within 60 days
of March 22, 2026, 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, 8,000 on September 1, 2031, 4,500 on March 8, 2033 and 15,000 on November 20, 2034. The weighted average
exercise price of these options is NIS 50.02 per ordinary share. |
|
|
(5) |
Consists of 18,275 ordinary shares issuable upon exercise of options that are currently exercisable or exercisable within 60 days
of March 22, 2026, 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, 3,600 on June 13, 2034 and 1,875 on August 18, 2035. The weighted average exercise
price of these options is NIS 55.30 per ordinary share. |
|
|
(6) |
Consists of 7,275 ordinary shares issuable upon exercise of options that are currently exercisable or exercisable within 60 days
of March 22, 2026, 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, 1,800 on June 13, 2034 and 1,875 on August 18, 2035. The weighted average exercise price of these options
is NIS 22.11 per ordinary share. |
|
|
(7) |
Consists of 18,525 ordinary shares issuable upon exercise of options that are currently exercisable or exercisable within 60 days
of March 22, 2026, of which options to purchase the following number of shares expire on the following dates, respectively: 5,625 on April
20, 2030, 1,800 on September 15, 2032, 1,800 on May 11, 2033, 1,800 on June 13, 2034 and 7,500 on August 18, 2035. The weighted average
exercise price of these options is $6.16 per ordinary share. |
|
|
(8) |
Consists of 10,575 ordinary shares issuable upon exercise of options that are currently exercisable or exercisable within 60 days
of March 22, 2026, 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,
1,800 on June 13, 2034 and 1,875 on August 18, 2035. The weighted average exercise price of these options is $13.38 per ordinary share.
|
|
|
(9) |
Includes 83,886 ordinary shares held by Mr. Recanati. Also includes 10,325 ordinary shares issuable upon exercise of options that
are currently exercisable or exercisable within 60 days of March 22, 2026, of which options to purchase the following number of shares
expire on the following dates, respectively: 250 on May 16, 2027, 250 on June 25, 2028, 250 on July 30, 2029, 250 on November 17, 2030,
250 on June 11, 2031, 1,800 on September 1, 2031, 1,800 on September 15, 2032, 1,800 on May 11, 2033, 1,800 on June 13, 2034 and
1,875 on August 18, 2035. The weighted average exercise price of these options is NIS 44.68 per ordinary share. |
|
A. Offer and Listing Details |
|
B. Plan of Distribution
|
|
C. Markets
|
|
D. Selling Shareholders
|
|
E. Dilution |
|
F. Expenses of the Issue
|
|
|
▪ |
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 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 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 |
|
2024 |
2025 |
|||||||
|
Audit Fees |
$ |
190,000 |
$ |
165,000 |
||||
|
Audit Related Fees |
25,000 |
35,000 |
||||||
|
Tax Fees |
20,000 |
20,000 |
||||||
|
All other fees |
- |
13,057 |
||||||
|
Total |
$ |
235,000 |
233,057 |
|||||
|
|
▪ |
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. |
|
ANNUAL
REPORT ON FORM 20-F
INDEX
OF EXHIBITS
| ||
|
Exhibit
No. |
Description
| |
|
101
|
The
following financial information from Evogene Ltd.’s Annual Report on Form 20-F for the year ended December 31, 2025 formatted in
inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Financial Position at December 31, 2025 and 2024;
(ii) Consolidated Statements of Profit or Loss for the years ended December 31, 2025, 2024 and 2023; (iii) Consolidated Statements of
Changes in Equity for the years ended December 31, 2025, 2024 and 2023; (iv) Consolidated Statements of Cash Flows for the years ended
December 31, 2025, 2024 and 2023; and (v) Notes to Consolidated Financial Statements, tagged as blocks of text.†
| |
|
104
|
Cover
Page Interactive Data File 101 | |
| † |
Filed
herewith. |
| ^ |
Furnished
herewith. |
| * |
In accordance with the rules of the SEC certain confidential information
contained in this exhibit, has been omitted because it (i) is not material and (ii) is the type that the Company treats as private or
confidential. |
|
Evogene
Ltd. |
|||
|
Date: March 26, 2026
|
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 |
|
F-4 -
F-5 | |
|
F-6
| |
|
F-7 -
F-8 | |
|
F-9 -
F-10 | |
|
F-11 -
F-64 |
 |
Kost
Forer Gabbay & Kasierer
144 Menachem Begin Road,
Building A
Tel-Aviv 6492102, Israel
|
Tel: +972-3-6232525
Fax: +972-3-5622555
ey.com
|
|
Description
of the Matter |
As
discussed in Note 1 to the consolidated financial statements, management identified there were conditions that raised substantial doubt
about the Company’s ability to continue as a going concern for a period of twelve-month period from the date the financial statements
were issued. The conditions that resulted in the substantial doubt being raised included a history of operating losses, net operating
cash outflows and an accumulated deficit.
However,
based on management’s plans and resulting available liquidity, management believes the Company’s liquidity is sufficient to
fund operations and satisfy their financial obligations as they become due for at least twelve-month period from the financial statements
issuance date. Therefore, the Company concluded these plans alleviate the substantial doubt that was raised about the Company’s
ability to continue as a going concern for at least twelve-month period from the date that the consolidated financial statements were
issued.
We
identified the assessment of the Company’s ability to continue as a going concern as a critical audit matter. This determination
involved significant auditor judgment in evaluating management’s forecasted cash flows and the resulting projected liquidity over
the twelve‑month period from the issuance date of the consolidated financial statements. Our considerations focused on key components
of the forecast, including projected revenues, operating expense estimates, and other anticipated sources of cash underlying management’s
analysis.
| |
|
How
We Addressed the Matter in Our Audit |
We
evaluated the reasonableness of management’s forecasts, including projected revenues, operating expenses, and other anticipated
sources of cash, in assessing whether the Company has sufficient liquidity to fund operations for at least the twelve‑month period
following the issuance of the consolidated financial statements. In addition, we performed sensitivity analyses over projected revenues
and operating expenses to assess the impact of potential changes in those assumptions on management’s liquidity forecast model.
Our
audit procedures also included, among others, evaluating the completeness and accuracy of the data and factors used in management’s
assessment of whether the company has sufficient liquidity to fund operations for at least the twelve-month period from the consolidated
financial statements issuance date.
We
also assessed the probability and timing of forecasted cash outflows related to the management’s assessment and evaluated the reasonableness
of management's cost reduction initiatives. In addition, we assessed the adequacy of the company’s going concern disclosures included
in Note 1 to the consolidated financial statements. |
|
December
31, |
|||||||||||
|
Note
|
2025
|
2024
|
|||||||||
|
ASSETS
|
|||||||||||
|
CURRENT
ASSETS: |
|||||||||||
|
Cash
and cash equivalents |
6
|
$
|
12,956
|
$
|
15,301
|
||||||
|
Restricted
cash |
32
|
10
|
|||||||||
|
Trade
receivables |
317
|
1,091
|
|||||||||
|
Other
receivables and prepaid expenses |
7
|
1,565
|
2,064
|
||||||||
|
Deferred
expenses related to issuance of warrants |
17c
|
551
|
1,304
|
||||||||
|
Inventories
|
2d
|
210
|
1,819
|
||||||||
|
15,631
|
21,589
|
||||||||||
|
LONG-TERM
ASSETS: |
|||||||||||
|
Long-term
deposits and other receivables |
571
|
12
|
|||||||||
|
Investment
accounted for using the equity method |
43
|
82
|
|||||||||
|
Deferred
expenses related to issuance of warrants |
17c
|
1,165
|
1,735
|
||||||||
|
Right-of-use-assets
|
8
|
1,824
|
2,447
|
||||||||
|
Property,
plant and equipment, net |
9
|
812
|
1,804
|
||||||||
|
Intangible
assets, net |
10
|
-
|
12,195
|
||||||||
|
4,415
|
18,275
|
||||||||||
|
TOTAL
ASSETS |
$
|
20,046
|
$
|
39,864
|
|||||||
|
LIABILITIES
AND EQUITY |
|||||||||||
|
CURRENT
LIABILITIES: |
|||||||||||
|
Trade
payables |
$
|
639
|
$
|
1,228
|
|||||||
|
Employees
and payroll accruals |
861
|
1,869
|
|||||||||
|
Lease
liability |
8
|
716
|
589
|
||||||||
|
Liabilities
in respect of government grants |
11
|
56
|
323
|
||||||||
|
Deferred
revenues and other advances |
17
|
360
|
|||||||||
|
Warrants
and pre-funded warrants liability |
17c
|
706
|
2,876
|
||||||||
|
Convertible
SAFE |
12
|
-
|
10,371
|
||||||||
|
Other
payables |
449
|
1,079
|
|||||||||
|
3,444
|
18,695
|
||||||||||
|
LONG-TERM
LIABILITIES: |
|||||||||||
|
Lease
liability |
8
|
1,482
|
1,914
|
||||||||
|
Liabilities
in respect of government grants |
11
|
3,073
|
4,327
|
||||||||
|
Deferred
revenues and other advances |
72
|
90
|
|||||||||
|
4,627
|
6,331
|
||||||||||
|
TOTAL
LIABILITIES |
8,071
|
25,026
|
|||||||||
F - 4
|
December
31, |
|||||||||||
|
Note
|
2025
|
2024
|
|||||||||
|
SHAREHOLDERS’
EQUITY: |
17
|
||||||||||
|
Ordinary
shares of NIS 0.2
par value:
Authorized
– 30,000,000
ordinary shares on December 31, 2025 and 15,000,000
ordinary shares on
December
31, 2024 Issued and outstanding – 8,718,193
ordinary shares on
December 31,
2025 and 6,514,589
ordinary shares on December 31, 2024 |
488
|
363
|
|||||||||
|
Share
premium and other capital reserves |
281,986
|
272,257
|
|||||||||
|
Accumulated
deficit |
(282,556
|
)
|
(274,071
|
)
| |||||||
|
Equity
attributable to equity holders of the Company |
(82
|
)
|
(1,451
|
)
| |||||||
|
Non-controlling
interests |
12,057
|
16,289
|
|||||||||
|
TOTAL EQUITY
|
11,975
|
14,838
|
|||||||||
|
TOTAL
LIABILITIES AND EQUITY |
$
|
20,046
|
$
|
39,864
|
|||||||
F - 5
|
Year
ended December 31, |
|||||||||||||||
|
Note
|
2025
|
2024(*)
|
2023(*)
|
| |||||||||||
|
Revenues
|
21b
|
$
|
3,853
|
$
|
5,577
|
$
|
2,982
|
||||||||
|
Cost of revenues:
|
19a
|
||||||||||||||
|
Inventory
impairment |
2,180
|
-
|
-
|
||||||||||||
|
Other
cost of revenues |
1,914
|
2,380
|
1,490
|
||||||||||||
|
Total Cost of Revenues
|
4,094
|
2,380
|
1,490
|
||||||||||||
|
Gross profit (loss)
|
(241
|
)
|
3,197
|
1,492
|
|||||||||||
|
Operating expenses:
|
|||||||||||||||
|
Research
and development, net |
19b
|
7,994
|
12,511
|
16,196
|
|||||||||||
|
Sales
and marketing |
19c
|
1,476
|
1,983
|
2,152
|
|||||||||||
|
General
and administrative |
19d
|
4,286
|
6,993
|
5,375
|
|||||||||||
|
Other
expenses |
19e
|
37
|
514
|
-
|
|||||||||||
|
Total operating expenses,
net |
13,793
|
22,001
|
23,723
|
||||||||||||
|
Operating loss
|
(14,034
|
)
|
(18,804
|
)
|
(22,231
|
)
| |||||||||
|
Financing income
|
19f
|
2,508
|
7,393
|
1,213
|
|||||||||||
|
Financing expenses
|
19f
|
(1,933
|
)
|
(3,358
|
)
|
(928
|
)
| ||||||||
|
Financing
income (expenses), net |
575
|
4,035
|
285
|
||||||||||||
|
Share of loss of an associate
|
39
|
39
|
-
|
||||||||||||
|
Loss before taxes on
income |
(13,498
|
)
|
(14,808
|
)
|
(21,946
|
)
| |||||||||
|
Taxes on income
|
16
|
1
|
9
|
19
|
|||||||||||
|
Loss from continuing
operations |
$
|
(13,499
|
)
|
(14,817
|
) $
|
$
|
(21,965
|
)
| |||||||
|
Income (loss) from discontinued
operations, net |
23
|
5,672
|
(3,237
|
)
|
(3,989
|
)
| |||||||||
|
Loss
|
(7,827
|
)
|
(18,054
|
)
|
(25,954
|
)
| |||||||||
|
Attributable
to: |
|||||||||||||||
|
Equity
holders of the Company |
(8,485
|
)
|
(16,485
|
)
|
(23,879
|
)
| |||||||||
|
Non-controlling
interests |
658
|
(1,569
|
)
|
(2,075
|
)
| ||||||||||
|
$
|
(7,827
|
)
|
$
|
(18,054
|
)
|
$
|
(25,954
|
)
| |||||||
|
Basic
and diluted loss per share from continuing operations, attributable to equity holders of the Company |
$
|
(1.70
|
)
|
$
|
(2.47
|
)
|
$
|
(4.56
|
)
| ||||||
|
Basic
and diluted gain (loss) per share from discontinued operations, attributable to equity holders of the Company |
20
|
$
|
0.62
|
$
|
(0.43
|
)
|
$
|
(0.64
|
)
| ||||||
|
Basic and diluted loss per share, attributable to equity holders of the Company |
$ | 1.08 | $ | (2.90 | ) | $ | (5.20 | ) | |||||||
|
Weighted
average number of shares used in computing basic and diluted gain (loss) per share (**) |
7,874,039
|
5,697,245
|
4,589,386
|
||||||||||||
F - 6
|
Attributable
to equity holders of the Company |
||||||||||||||||||||||||
|
Share
capital
|
Share
premium
and
other
capital
reserves
|
Accumulated
deficit
|
Total
|
Non-
controlling
interests
|
Total
equity
|
|||||||||||||||||||
|
Balance
as of January 01, 2023 |
$
|
235
|
$
|
261,402
|
$
|
(233,707
|
)
|
$
|
27,930
|
$
|
6,860
|
$
|
34,790
|
|||||||||||
|
Loss
|
-
|
-
|
(23,879
|
)
|
(23,879
|
)
|
(2,075
|
)
|
(25,954
|
)
| ||||||||||||||
|
Issuance
of ordinary shares, net |
51
|
8,398
|
-
|
8,449
|
-
|
8,449
|
||||||||||||||||||
|
Forfeiture
of non-controlling interests regarding share-based compensation |
-
|
71
|
-
|
71
|
(71
|
)
|
-
|
|||||||||||||||||
|
Benefit
to non-controlling interests regarding share-based compensation |
-
|
3
|
-
|
3
|
(3
|
)
|
-
|
|||||||||||||||||
|
Issuance
of a subsidiary’s ordinary shares to the Company |
-
|
(809
|
)
|
-
|
(809
|
)
|
809
|
-
|
||||||||||||||||
|
Issuance
of a subsidiary’s preferred shares to non-controlling interests |
-
|
(238
|
)
|
-
|
(238
|
)
|
9,761
|
9,523
|
||||||||||||||||
|
RSUs
vested |
*
|
)
|
*
|
)
|
-
|
*
|
)
|
-
|
*
|
)
| ||||||||||||||
|
Share-based
compensation |
-
|
526
|
-
|
526
|
1,351
|
1,877
|
||||||||||||||||||
|
Balance
as of December 31, 2023 |
$
|
286
|
$
|
269,353
|
$
|
(257,586
|
)
|
$
|
12,053
|
$
|
16,632
|
$
|
28,685
|
|||||||||||
|
Loss
|
-
|
-
|
(16,485
|
)
|
(16,485
|
)
|
(1,569
|
)
|
(18,054
|
)
| ||||||||||||||
|
Issuance
of ordinary shares, net |
15
|
108
|
-
|
123
|
-
|
123
|
||||||||||||||||||
|
Forfeiture
of non-controlling interests regarding share-based compensation |
-
|
206
|
-
|
206
|
(206
|
)
|
-
|
|||||||||||||||||
|
Exercise
of pre-funded warrants |
62
|
2,227
|
-
|
2,289
|
-
|
2,289
|
||||||||||||||||||
|
RSUs
vested |
*
|
)
|
*
|
)
|
-
|
*
|
)
|
-
|
*
|
)
| ||||||||||||||
|
Share-based
compensation |
-
|
363
|
-
|
363
|
1,432
|
1,795
|
||||||||||||||||||
|
Balance
as of December 31, 2024 |
$
|
363
|
$
|
272,257
|
$
|
(274,071
|
)
|
$
|
(1,451
|
)
|
$
|
16,289
|
$
|
14,838
|
F - 7
|
Attributable
to equity holders of the Company |
||||||||||||||||||||||||
|
Share
capital
|
Share
premium
and
other
capital
reserves
|
Accumulated
deficit
|
Total
|
Non-
controlling
interests
|
Total
equity
|
|||||||||||||||||||
|
Balance
as of December 31, 2024 |
$
|
363
|
$
|
272,257
|
$
|
(274,071
|
)
|
$
|
(1,451
|
)
|
$
|
16,289
|
$
|
14,838
|
||||||||||
|
Loss
|
-
|
-
|
(8,485
|
)
|
(8,485
|
)
|
658
|
(7,827
|
)
| |||||||||||||||
|
Issuance
of ordinary shares, net |
110
|
4,173
|
-
|
4,283
|
-
|
4,283
|
||||||||||||||||||
| Exercise of subsidiary options | - |
62
|
62
|
(62
|
)
|
-
|
||||||||||||||||||
|
Forfeiture
of non-controlling interests regarding share-based compensation |
-
|
4,742
|
-
|
4,742
|
(4,742
|
)
|
-
|
|||||||||||||||||
|
Exercise
of pre-funded warrants |
15
|
374
|
-
|
389
|
-
|
389
|
||||||||||||||||||
| RSUs vested |
*
|
)
|
*
|
)
|
-
|
*
|
)
|
-
|
*
|
)
| ||||||||||||||
|
Share-based
compensation |
-
|
378
|
-
|
378
|
(86
|
)
|
292
|
|||||||||||||||||
|
Balance
as of December 31, 2025 |
$
|
488
|
$
|
281,986
|
$
|
(282,556
|
)
|
$
|
(82
|
)
|
$
|
12,057
|
$
|
11,975
|
||||||||||
F - 8
|
Year
ended
December
31, |
||||||||||||
|
2025
|
2024
(*) |
2023
(*) |
||||||||||
|
Cash
flows from operating activities: |
||||||||||||
|
Loss
from continuing operations |
$
|
(13,499
|
)
|
$
|
(14,817
|
)
|
$
|
(21,965
|
)
| |||
|
Adjustments
to reconcile loss to net cash used in operating activities: |
||||||||||||
|
Adjustments
to the profit or loss items: |
||||||||||||
|
Depreciation
and amortization of property, plant and equipment and right-of-use-assets |
1,144
|
1,381
|
1,300
|
|||||||||
|
Share-based
compensation |
654
|
1,243
|
1,108
|
|||||||||
|
Remeasurement
of Convertible SAFE |
(371
|
)
|
3
|
254
|
||||||||
|
Net
financing income |
(28
|
)
|
(771
|
)
|
(661
|
)
| ||||||
|
Loss
(gain) from sale of property, plant and equipment |
(209
|
)
|
525
|
(26
|
)
| |||||||
|
Impairment
of property, plant and equipment |
246
|
-
|
-
|
|||||||||
|
Inventory
impairment |
2,180
|
-
|
-
|
|||||||||
|
Revaluation
of government grants |
40
|
-
|
-
|
|||||||||
|
Excess
of initial fair value of pre-funded warrants over transaction proceeds |
-
|
2,684
|
-
|
|||||||||
|
Amortization
of deferred expenses related to issuance of warrants |
1,323
|
471
|
-
|
|||||||||
|
Remeasurement
of pre-funded warrants and warrants |
(1,781
|
)
|
(6,529
|
)
|
-
|
|||||||
|
Share
of loss of an associate |
39
|
39
|
-
|
|||||||||
|
Taxes
on income (tax benefit) |
(6
|
)
|
9
|
(33
|
)
| |||||||
|
3,231
|
(945
|
)
|
1,942
|
|||||||||
|
Changes
in asset and liability items: |
||||||||||||
|
Decrease
(increase) in trade receivables |
665
|
(627
|
)
|
(7
|
)
| |||||||
|
Decrease
(increase) in other receivables and prepaid expenses |
1,047
|
806
|
(1,246
|
)
| ||||||||
|
Decrease
(increase) in inventories |
(1,019
|
)
|
(1,277
|
)
|
489
|
|||||||
|
Increase
(decrease) in trade payables |
(259
|
)
|
(630
|
)
|
757
|
|||||||
|
Increase
(decrease) in employees and payroll accruals |
(756
|
)
|
(548
|
)
|
532
|
|||||||
|
Increase
(decrease) in other payables |
(570
|
)
|
222
|
(515
|
)
| |||||||
|
Decrease
in deferred revenues and other advances |
(361
|
)
|
(559
|
)
|
(288
|
)
| ||||||
|
(1,253
|
)
|
(2,613
|
)
|
(278
|
)
| |||||||
|
Cash
received (paid) during the year for: |
||||||||||||
|
Interest
received |
338
|
934
|
905
|
|||||||||
|
Interest
paid |
(193
|
)
|
(67
|
)
|
(121
|
)
| ||||||
|
Taxes
paid |
(11
|
)
|
(11
|
)
|
(31
|
)
| ||||||
|
Net
cash used in continuing operating activities |
(11,387
|
)
|
(17,519
|
)
|
(19,548
|
)
| ||||||
|
Net
cash used in operating activities of discontinued operations |
(2,115
|
)
|
(2,181
|
)
|
(2,029
|
)
| ||||||
|
Net
cash used in operating activities |
(13,502
|
)
|
(19,700
|
)
|
(21,577
|
)
| ||||||
F - 9
|
Year
ended
December
31, |
||||||||||||
|
2025
|
2024 (*)
|
2023 (*)
|
||||||||||
|
Cash
flows from investing activities: |
||||||||||||
|
Purchase
of property, plant and equipment |
$
|
(135
|
)
|
$
|
(626
|
)
|
$
|
(577
|
)
| |||
|
Proceeds from sale of
marketable securities |
-
|
-
|
6,924
|
|||||||||
|
Purchase
of marketable securities |
-
|
-
|
(503
|
)
| ||||||||
|
Proceeds
from sale of property, plant and equipment |
78
|
10
|
26
|
|||||||||
|
Proceeds
from finance sub-lease asset |
52
|
-
|
||||||||||
|
Proceeds
from short-term bank deposits |
27,340
|
9,000
|
||||||||||
|
Investment in short-term
bank deposits |
(1
|
)
|
(17,150
|
)
|
(19,200
|
)
| ||||||
|
Net
cash provided by (used in) continuing investing activities |
(6
|
)
|
9,574
|
(4,330
|
)
| |||||||
|
Net
cash provided by investing activities of discontinued operations |
17,744
|
48
|
(208
|
)
| ||||||||
|
Net
cash provided by investing activities |
17,738
|
9,622
|
(4,538
|
)
| ||||||||
|
Cash
flows from financing activities: |
||||||||||||
|
Issuance
of a subsidiary’s preferred shares to non-controlling interests |
-
|
-
|
9,523
|
|||||||||
|
Proceeds
from issuance of ordinary shares, pre-funded warrants and warrants |
-
|
5,500
|
-
|
|||||||||
|
Proceeds
from issuance of ordinary shares, net of issuance expenses |
4,283
|
123
|
8,449
|
|||||||||
|
Repayment
of lease liabilities |
(526
|
)
|
(886
|
)
|
(675
|
)
| ||||||
|
Proceeds
from government grants |
-
|
134
|
1,045
|
|||||||||
|
Repayment
of convertible SAFE |
(10,000
|
)
|
-
|
|||||||||
|
Repayment
of government grants |
(244
|
)
|
(298
|
)
|
(73
|
)
| ||||||
|
Net
cash provided by (used in) continuing financing activities |
(6,487
|
)
|
4,573
|
18,269
|
||||||||
|
Net
cash provided by (used in) financing activities of discontinued operations |
(115
|
)
|
83
|
(117
|
)
| |||||||
|
Net
cash provided by (used in) financing activities |
(6,602
|
)
|
4,656
|
18,152
|
||||||||
|
Exchange
rate differences on balances of cash and cash equivalent balances |
21
|
(49
|
)
|
(245
|
)
| |||||||
|
Decrease
in cash and cash equivalents |
(2,345
|
)
|
(5,471
|
)
|
(8,208
|
)
| ||||||
|
Cash
and cash equivalents beginning of the year |
15,301
|
20,772
|
28,980
|
|||||||||
|
Cash
and cash equivalents end of the year |
$
|
12,956
|
$
|
15,301
|
$
|
20,772
|
||||||
|
Significant
non-cash activities: |
||||||||||||
|
Acquisition
of property, plant and equipment |
$
|
2
|
$
|
120
|
$
|
81
|
||||||
|
Increase
of right-of-use-asset recognized with corresponding lease liability |
$
|
207
|
$
|
2,307
|
$
|
194
|
||||||
|
Exercise
of pre-funded warrants |
$
|
389
|
$
|
2,289
|
$
|
-
|
||||||
|
Derecognition
of property, plant and equipment under a finance lease |
$
|
13
|
-
|
-
|
||||||||
|
Investment
in affiliated company with corresponding deferred revenues |
$
|
-
|
$
|
120
|
$
|
-
|
||||||
(*) Reclassified to conform to the current period presentation, following the classification of certain operations as discontinued operations.
F - 10
EVOGENE LTD. AND ITS SUBSIDIARIES
|
NOTE 1: - |
GENERAL |
F - 11
EVOGENE LTD. AND ITS SUBSIDIARIES
|
NOTE 1: - |
GENERAL (Cont.) |
| - |
History of reporting operating
losses from continuing operations of $14,034
and $18,804
for the years ended December 31, 2025, and 2024, respectively; |
| - |
Net operating cash outflows
of $13,502
and $19,700
in 2025 and 2024, respectively; |
| - |
The Company's Accumulated
Deficit balance as of December 31, 2025, is $282,556
|
| • |
In case projected revenues
do not materialize in a timely manner, reducing related expenses, including through headcount reductions, to conserve cash and improve
our liquidity position; and |
| • |
Deferring and reprioritizing
certain research and development programs, resulting in reduced expenditures on programs and headcount.
|
F - 12
EVOGENE LTD. AND ITS SUBSIDIARIES
|
NOTE 1: - |
GENERAL (Cont.) |
| a. |
The Company principally
derives its revenues from collaboration and licensing agreements, sales from castor seeds and sales of medical cannabis products in Israel
(until the cessation of Canonic Ltd.’s activities during the first half of 2024) (see Note 5). As to major customers, see Note 21c.
|
| b. |
The Company has the following
direct and indirect subsidiaries: Casterra Ag Ltd. (formerly Evofuel Ltd.), Evogene Inc., Biomica Ltd., AgPlenus Ltd., AgPlenus Inc.,
Lavie Bio Ltd., Lavie Bio Inc., Lavie Tech Inc., Taxon Biosciences, Inc. and Canonic Ltd.
|
F - 13
EVOGENE LTD. AND ITS SUBSIDIARIES
|
NOTE 1: - |
GENERAL (Cont.) |
| c. |
On April 2, 2024, the
Company and The Kitchen Food Tech Hub (TKH), the food tech incubator and investment arm of Strauss Group, jointly announced the establishment
of Finally Foods Ltd., an AI-driven company specializing in molecular farming for the food sector, committed to providing sustainable
alternative sources to animal-based proteins (“Finally Foods”). Finally Foods will leverage the Company’s AI technology
to modify plants for efficient protein production. Evogene holds approximately 40% of the share capital of Finally Foods, on a fully diluted
basis and accounts for this investment using the equity method. See also Note 24 – Subsequent events.
|
| d. |
On August 6, 2019, Corteva
Inc. (“Corteva”), through its subsidiary Pioneer Hi-Bred International, Inc., made an investment in the Company’s agriculture
biologicals subsidiary, Lavie Bio Ltd., which included a cash investment of $10,000
and the contribution of all shares of Corteva’s wholly owned subsidiary Taxon Biosciences, Inc. in consideration for 27.84%
of Lavie Bio Ltd.’s shares. As part of the foregoing transaction, the parties entered into a commercial arrangement, including the
grant to Corteva of certain commercialization rights with respect to Lavie Bio Ltd.’s products, mainly in corn and soybean (see
also Note 10). |
| e. |
On December 21, 2022,
Biomica Ltd., signed a definitive agreement for a $20,000
financing round, led by Shanghai Healthcare Capital (“SHC”), out of which $10,000
was to be invested by the Company in Biomica Ltd. preferred shares. Following the closing of the transaction on April 27, 2023, the Company
was diluted to approximately 67%
of the share capital of Biomica Ltd., on a fully diluted basis, while SHC held approximately 20%,
on a fully diluted basis (see also Note 17i(2)). During 2025 Biomica Ltd. significantly reduced its internal R&D activity, including
a reduction in its headcount. See also Note 24 - Subsequent events. |
F - 14
EVOGENE LTD. AND ITS SUBSIDIARIES
|
NOTE 1: - |
GENERAL (Cont.) |
| f. |
The Company operates in
three segments, Agriculture, Industry and Human. The Agriculture segment mainly consists of the legacy activity of parent company, Evogene
and Evogene’s subsidiary - AgPlenus Ltd. The Human segment consists of Evogene’s subsidiaries, Biomica Ltd. and Canonic Ltd.
The Industry segment consists of Evogene’s subsidiary Casterra Ag Ltd. |
| g. |
Definitions
|
| Subsidiary |
- A company that
is controlled by the Company (as defined in International Financial Reporting Standards (“IFRS”) 10- Consolidated Financial
Statements) and whose accounts are consolidated with those of the Company. |
| Related parties |
- As defined in
International Accounting Standard (“IAS”) 24 Related Party Disclosures. |
|
NOTE 2: - |
SIGNIFICANT ACCOUNTING POLICIES |
| a. |
Basis of presentation of the financial statements:
|
F - 15
EVOGENE LTD. AND ITS SUBSIDIARIES
|
NOTE 2: - |
SIGNIFICANT ACCOUNTING POLICIES (Cont.) |
| b. |
Functional currency, presentation currency and
foreign currency: |
| 1. |
Functional currency and presentation currency:
|
| 2. |
Transactions, assets and liabilities in foreign
currency: |
| c. |
Cash equivalents: |
| d. |
Inventories: |
F - 16
EVOGENE LTD. AND ITS SUBSIDIARIES
|
NOTE 2: - |
SIGNIFICANT ACCOUNTING POLICIES (Cont.) |
|
December
31, |
||||||||
|
2025
|
2024
|
|||||||
|
Raw materials
|
$
|
-
|
$
|
40
|
||||
|
Work in progress
|
46
|
261
|
||||||
|
Finished goods
|
164
|
1,518
|
||||||
|
$
|
210
|
$
|
1,819
|
|||||
| e. |
Government grants: |
F - 17
EVOGENE LTD. AND ITS SUBSIDIARIES
|
NOTE 2: - |
SIGNIFICANT ACCOUNTING POLICIES (Cont.) |
| f. |
Leases: |
| 1. |
Right-of-use assets |
|
Years
|
Mainly
|
|||||
|
Office
space |
2-8
|
6
|
||||
|
Laboratory
space |
2-8
|
6
|
||||
|
Motor
vehicles |
3
|
3
|
F - 18
EVOGENE LTD. AND ITS SUBSIDIARIES
|
NOTE 2: - |
SIGNIFICANT ACCOUNTING POLICIES (Cont.) |
| 2. |
Lease liabilities |
| 3. |
Short-term leases and leases of low-value assets
|
| 4. |
Subleases |
F - 19
EVOGENE LTD. AND ITS SUBSIDIARIES
|
NOTE 2: - |
SIGNIFICANT ACCOUNTING POLICIES (Cont.) |
| g. |
Property, plant and equipment:
|
|
%
|
Mainly
% |
|||||
|
Laboratory
equipment |
9-30
|
15
|
||||
|
Computers
and peripheral equipment |
15-33.33
|
33.33
|
||||
|
Office
equipment and furniture |
6-20
|
6
|
||||
|
Leasehold
improvements |
see
below |
| h. |
Intangible assets: |
F - 20
EVOGENE LTD. AND ITS SUBSIDIARIES
|
NOTE 2: - |
SIGNIFICANT ACCOUNTING POLICIES (Cont.) |
|
Years
|
||||
|
Pipeline
Products |
17
|
|||
|
Potential
Products |
19
|
|||
|
Microorganisms
Collection |
20
|
|||
| i. |
Impairment of non-financial assets:
|
| j. |
Revenue recognition: |
F - 21
EVOGENE LTD. AND ITS SUBSIDIARIES
|
NOTE 2: - |
SIGNIFICANT ACCOUNTING POLICIES (Cont.) |
F - 22
EVOGENE LTD. AND ITS SUBSIDIARIES
|
NOTE 2: - |
SIGNIFICANT ACCOUNTING POLICIES (Cont.) |
|
Year
ended December 31, |
||||||||||||
|
2025
|
2024
(*) |
2023
(*) |
||||||||||
|
Revenue recognized at
a point in time |
$
|
2,519
|
$
|
3,299
|
$
|
1,562
|
||||||
|
Revenue
recognized over time |
1,334
|
2,278
|
1,420
|
|||||||||
|
$
|
3,853
|
$
|
5,577
|
$
|
2,982
|
|||||||
| k. |
Taxes on income: |
| 1. |
Current taxes: |
| 2. |
Deferred taxes: |
| l. |
Financial instruments: |
F - 23
EVOGENE LTD. AND ITS SUBSIDIARIES
|
NOTE 2: - |
SIGNIFICANT ACCOUNTING POLICIES (Cont.) |
| 1. |
Financial assets: |
| 2. |
Financial liabilities: |
| a) |
Financial liabilities measured at amortized cost:
|
| b) |
Financial liabilities measured at fair value through
profit or loss: |
| • |
In the income statement if the fair value is evidenced
by quoted price in an active market for identical asset or liability or based on a valuation technique that uses only data from observable
markets; and |
| • |
Deferred as an adjustment to the carrying amount
of the financial instrument in all other cases and recognized in the income statement until maturity. |
F - 24
EVOGENE LTD. AND ITS SUBSIDIARIES
|
NOTE 2: - |
SIGNIFICANT ACCOUNTING POLICIES (Cont.) |
| 3. |
De-recognition of financial instruments:
|
| a. |
Financial assets: |
| b. |
Financial liabilities: |
| m. |
Fair value measurement:
|
|
Level
1 |
-
|
Quoted
prices (unadjusted) in active markets for identical assets or liabilities. | |
|
Level
2 |
-
|
Inputs
other than quoted prices included within Level 1 that are observable directly or indirectly. | |
|
Level
3 |
-
|
Inputs
that are not based on observable market data (valuation techniques which use inputs that are not based on observable market data).
|
F - 25
EVOGENE LTD. AND ITS SUBSIDIARIES
|
NOTE 2: - |
SIGNIFICANT ACCOUNTING POLICIES (Cont.) |
| n. |
Employee benefit liabilities:
|
| 1. |
Short-term employee benefits:
|
| 2. |
Post-employment benefits:
|
F - 26
EVOGENE LTD. AND ITS SUBSIDIARIES
|
NOTE 2: - |
SIGNIFICANT ACCOUNTING POLICIES (Cont.) |
| o. |
Share-based payment transactions:
|
| p. |
Non-controlling interests measurement:
|
| q. |
Investment in an associate:
|
F - 27
EVOGENE LTD. AND ITS SUBSIDIARIES
|
NOTE 2: - |
SIGNIFICANT ACCOUNTING POLICIES (Cont.) |
| r. |
Discontinued operations: |
|
NOTE 3: - |
SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS USED IN THE PREPARATION OF THE FINANCIAL STATEMENTS |
| a. |
Judgments: |
| - |
Determining the timing of satisfaction of performance
obligations: |
| - |
Discount rate for a lease liability:
|
F - 28
EVOGENE LTD. AND ITS SUBSIDIARIES
|
NOTE 3: - |
SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS USED IN THE PREPARATION OF THE FINANCIAL STATEMENTS (Cont.) |
| b. |
Estimates and assumptions:
|
| - |
Government grants: |
| - |
Legal claims: |
| - |
Determining the fair value of share-based payment
transactions: |
F - 29
EVOGENE LTD. AND ITS SUBSIDIARIES
|
NOTE 3: - |
SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS USED IN THE PREPARATION OF THE FINANCIAL STATEMENTS (Cont.) |
| - |
Determining the fair value of convertible SAFE:
|
| - |
Determining the fair value warrants and pre-funded
warrants liability: |
| - |
Leases - Estimating the IBR:
|
| - |
Lease extension and/or termination options:
|
F - 30
EVOGENE LTD. AND ITS SUBSIDIARIES
|
NOTE 3: - |
SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS USED IN THE PREPARATION OF THE FINANCIAL STATEMENTS (Cont.) |
| - |
Inventories: |
|
NOTE 4: - |
DISCLOSURE OF NEW STANDARDS IN THE PERIOD PRIOR TO THEIR ADOPTION |
F - 31
EVOGENE LTD. AND ITS SUBSIDIARIES
|
NOTE 5: - |
COLLABORATION, RESEARCH AND DISTRIBUTION AND SALES AGREEMENTS |
| a. |
In March 2020, AgPlenus Ltd. entered into a multi-year
collaboration with Corteva for the discovery and development of novel herbicides. Under the terms of the collaboration agreement, AgPlenus
Ltd. and Corteva work together to optimize herbicide product candidates originating from the Company’s pipeline. Successful candidates
from this collaboration are expected to be further developed by Corteva (see Customer A in Note 21c). |
| b. |
On June 21, 2023, Casterra entered into a framework
agreement to sell seeds of its proprietary castor varieties to ENI Kenya B.V. (Customer C, see Note 21c) for cultivation in specific African
territories at a commercial scale for biofuel production. During the first quarter of 2025, Casterra delivered orders (which were backlog
from the prior year) valued at approximately $2,168.
As of the December 31, 2025, the Company has not received any additional seed orders from ENI. |
| c. |
On February 16, 2024, AgPlenus Ltd. entered into
a Licensing and Collaboration Agreement (the ”Agreement”) with Bayer AG (“Bayer”) for the development of a new
sustainable weed control solution. This Agreement grants Bayer an exclusive license for the development and commercialization of products
developed within the collaboration. According to the Agreement, AgPlenus Ltd. is entitled to receive a license payment, ongoing research
funding, milestone payments, and royalties based on future product sales, subject to certain conditions as stipulated in the Agreement.
(Customer B, see Note 21c). |
|
NOTE 6: - |
CASH AND CASH EQUIVALENTS |
|
December
31, |
||||||||
|
2025
|
2024
|
|||||||
|
Cash for
immediate withdrawal in USD |
$
|
12,425
|
$
|
13,997
|
||||
|
Cash for
immediate withdrawal in New Israeli Shekels (“NIS”) |
517
|
1,290
|
||||||
|
Cash for
immediate withdrawal in Euro and other currencies |
14
|
14
|
||||||
|
$
|
12,956
|
$
|
15,301
|
|||||
F - 32
EVOGENE LTD. AND ITS SUBSIDIARIES
|
NOTE 7: - |
OTHER RECEIVABLES AND PREPAID EXPENSES |
|
December
31, |
||||||||
|
2025
|
2024
|
|||||||
|
Government
authorities |
$
|
202
|
$
|
342
|
||||
|
Grant receivables
|
153
|
-
|
||||||
|
Prepaid expenses
|
504
|
308
|
||||||
|
Suppliers’
advances |
-
|
1,360
|
||||||
|
Other
|
706
|
54
|
||||||
|
$
|
1,565
|
$
|
2,064
|
|||||
|
NOTE 8: - |
LEASES |
| 1. |
Office and Laboratory spaces:
|
| 2. |
Vehicles: |
F - 33
EVOGENE LTD. AND ITS SUBSIDIARIES
|
NOTE 8: - |
LEASES (Cont.) |
| a. |
Information on leases in which the Company is
a lessee (*): |
|
Year
ended December 31 |
||||||||
|
2025
|
2024
|
|||||||
|
Interest
expense on lease liabilities |
$
|
183
|
$
|
67
|
||||
|
Exchange
rate differences |
242
|
7
|
||||||
|
Adjustments
for indexation |
54
|
19
|
||||||
|
Depreciation
expenses on right-of-use assets |
620
|
797
|
||||||
|
Expense
due to removal of lease liabilities and right-of-use assets |
9
|
3
|
||||||
|
Income
from subleasing right-of-use assets |
191
|
-
|
||||||
| b. |
Lease extension and cancelation options:
|
F - 34
EVOGENE LTD. AND ITS SUBSIDIARIES
|
NOTE 8: - |
LEASES (Cont.) |
| c. |
Disclosures of right-of-use assets:
|
|
Leasehold
|
Motor
vehicles |
Total
|
||||||||||
|
Cost:
|
||||||||||||
|
Balance
as of January 1, 2025 |
$
|
3,096
|
$
|
892
|
$
|
3,988
|
||||||
|
Additions
during the year: |
||||||||||||
|
Additions
to right-of-use assets for new leases in the period |
123
|
84
|
207
|
|||||||||
|
Adjustments
for indexation |
53
|
3
|
56
|
|||||||||
|
Disposals
during the year: |
||||||||||||
|
Reassessment
of lease terms of right-of-use assets in the period |
(150
|
)
|
-
|
(150
|
)
| |||||||
|
Disposals
of right-of-use assets for leases terminated in the period |
(13
|
)
|
(258
|
)
|
(271
|
)
| ||||||
|
Balance
as of December 31, 2025 |
3,109
|
721
|
3,830
|
|||||||||
|
Accumulated
depreciation: |
||||||||||||
|
Balance
as of January 1, 2025 |
1,000
|
541
|
1,541
|
|||||||||
|
Additions
during the year: |
||||||||||||
|
Depreciation
|
457
|
163
|
620
|
|||||||||
|
Disposals
during the year: |
||||||||||||
|
Disposals
of right-of-use assets |
-
|
(155
|
)
|
(155
|
)
| |||||||
|
Balance
as of December 31, 2025 |
1,457
|
549
|
2,006
|
|||||||||
|
Depreciated
cost on December 31, 2025 |
$
|
1,652
|
$
|
172
|
$
|
1,824
|
||||||
F - 35
EVOGENE LTD. AND ITS SUBSIDIARIES
|
NOTE 8: - |
LEASES (Cont.) |
|
Leasehold
|
Motor
vehicles |
Total
|
||||||||||
|
Cost:
|
||||||||||||
|
Balance
as of January 1, 2024 |
$
|
3,553
|
$
|
874
|
$
|
4,427
|
||||||
|
Additions
during the year: |
||||||||||||
|
Additions
to right-of-use assets for new leases in the period |
1,974
|
333
|
2,307
|
|||||||||
|
Adjustments
for indexation |
12
|
7
|
19
|
|||||||||
|
Disposals
during the year: |
||||||||||||
|
Disposals
of right-of-use assets for leases terminated in the period |
(2,443
|
)
|
(322
|
)
|
(2,765
|
)
| ||||||
|
Balance
as of December 31, 2024 |
3,096
|
892
|
3,988
|
|||||||||
|
Accumulated
depreciation: |
||||||||||||
|
Balance
as of January 1, 2024 |
2,868
|
579
|
3,447
|
|||||||||
|
Additions
during the year: |
||||||||||||
|
Depreciation
|
575
|
222
|
797
|
|||||||||
|
Disposals
during the year: |
||||||||||||
|
Disposals
of right-of-use assets |
(2,443
|
)
|
(260
|
)
|
(2,703
|
)
| ||||||
|
Balance
as of December 31, 2024 |
1,000
|
541
|
1,541
|
|||||||||
|
Depreciated
cost on December 31, 2024 |
$
|
2,096
|
$
|
351
|
$
|
2,447
|
||||||
F - 36
EVOGENE LTD. AND ITS SUBSIDIARIES
|
NOTE 8: - |
LEASES (Cont.) |
| d. |
Disclosures of lease liability:
|
|
Leasehold
|
Motor
vehicles |
Total
|
||||||||||
|
Balance
as of January 1, 2025 |
$
|
2,162
|
$
|
341
|
$
|
2,503
|
||||||
|
Lease
payments |
(531
|
)
|
(184
|
)
|
(715
|
)
| ||||||
|
Lease
deposits |
-
|
(1
|
)
|
(1
|
)
| |||||||
|
Interest
expense |
158
|
25
|
183
|
|||||||||
|
Exchange
rate differences |
218
|
24
|
242
|
|||||||||
|
Additions
to lease liability for new leases in the period |
123
|
84
|
207
|
|||||||||
|
Reduction
of lease liability for leases terminated in the period |
-
|
(125
|
)
|
(125
|
)
| |||||||
|
Reduction
of lease liability for leases updates in the period |
(150
|
)
|
-
|
(150
|
)
| |||||||
|
Adjustments
for indexation |
53
|
1
|
54
|
|||||||||
|
Balance
as of December 31, 2025 |
$
|
2,033
|
$
|
165
|
$
|
2,198
|
||||||
|
Leasehold
|
Motor
vehicles |
Total
|
||||||||||
|
Balance
as of January 1, 2024 |
$
|
868
|
$
|
270
|
$
|
1,138
|
||||||
|
Lease
payments |
(725
|
)
|
(243
|
)
|
(968
|
)
| ||||||
|
Lease
deposits |
-
|
(2
|
)
|
(2
|
)
| |||||||
|
Interest
expense |
40
|
27
|
67
|
|||||||||
|
Exchange
rate differences |
(7
|
)
|
14
|
7
|
||||||||
|
Additions
to lease liability for new leases in the period |
1,974
|
333
|
2,307
|
|||||||||
|
Reduction
of lease liability for leases terminated in the period |
-
|
(65
|
)
|
(65
|
)
| |||||||
|
Adjustments
for indexation |
12
|
7
|
19
|
|||||||||
|
Balance
as of December 31, 2024 |
$
|
2,162
|
$
|
341
|
$
|
2,503
|
||||||
F - 37
EVOGENE LTD. AND ITS SUBSIDIARIES
|
NOTE 8: - |
LEASES (Cont.) |
|
Leasehold
|
Motor
vehicles |
Total
|
||||||||||
|
2026
|
$
|
576
|
$
|
107
|
$
|
683
|
||||||
|
2027
|
471
|
53
|
524
|
|||||||||
|
2028
|
427
|
7
|
434
|
|||||||||
|
2029
|
384
|
-
|
384
|
|||||||||
|
2030
|
341
|
-
|
341
|
|||||||||
|
Total lease
payments |
$
|
2,199
|
$
|
167
|
$
|
2,366
|
||||||
|
Less: imputed
interest |
(166
|
)
|
(2
|
) |
(168
|
)
| ||||||
|
Present value
of lease liabilities |
$
|
2,033
|
$
|
165
|
$
|
2,198
|
||||||
|
NOTE 9: - |
PROPERTY, PLANT AND EQUIPMENT, NET |
|
|
Laboratory equipment |
Computers and peripheral equipment |
Office equipment and furniture |
Leasehold improvements |
Total |
|||||||||||||||
|
Cost:
|
||||||||||||||||||||
|
Balance on January 1,
2025 |
$
|
5,432
|
$
|
2,327
|
$
|
359
|
$
|
13,097
|
$
|
21,215
|
||||||||||
|
Additions
|
2
|
9
|
4
|
-
|
15
|
|||||||||||||||
|
Impairment loss (*)
|
(362
|
)
|
(40
|
)
|
(14
|
)
|
(175
|
)
|
(591
|
)
| ||||||||||
|
Deductions
|
(1,237
|
)
|
(28
|
)
|
-
|
(3
|
)
|
(1,268
|
)
| |||||||||||
|
Balance on December 31,
2025 |
3,835
|
2,268
|
349
|
12,919
|
19,371
|
|||||||||||||||
|
Accumulated
Depreciation: |
||||||||||||||||||||
|
Balance on January 1,
2025 |
4,565
|
2,057
|
218
|
12,571
|
19,411
|
|||||||||||||||
|
Depreciation
|
252
|
191
|
17
|
131
|
591
|
|||||||||||||||
|
Impairment loss (*)
|
(201
|
)
|
(34
|
)
|
(7
|
)
|
(94
|
)
|
(336
|
)
| ||||||||||
|
Deductions
|
(1,081
|
)
|
(23
|
)
|
-
|
(3
|
)
|
(1,107
|
)
| |||||||||||
|
Balance on December 31,
2025 |
3,535
|
2,191
|
228
|
12,605
|
18,559
|
|||||||||||||||
|
Depreciated cost on December
31, 2025 |
$
|
300
|
$
|
77
|
$
|
121
|
$
|
314
|
$
|
812
|
||||||||||
F - 38
EVOGENE LTD. AND ITS SUBSIDIARIES
|
NOTE 9: - |
PROPERTY, PLANT AND EQUIPMENT, NET (Cont.) |
|
Laboratory
equipment
|
Computers
and peripheral equipment |
Office
equipment
and
furniture |
Leasehold
improvements
|
Total
|
||||||||||||||||
|
Cost:
|
||||||||||||||||||||
|
Balance on January 1,
2024 |
$
|
4,994
|
$
|
2,219
|
$
|
326
|
$
|
14,032
|
$
|
21,571
|
||||||||||
|
Additions
|
439
|
112
|
37
|
124
|
712
|
|||||||||||||||
|
Deductions
|
(1
|
)
|
(4
|
)
|
(4
|
)
|
(1,059
|
)
|
(1,068
|
)
| ||||||||||
|
Balance on December 31,
2024 |
5,432
|
2,327
|
359
|
13,097
|
21,215
|
|||||||||||||||
|
Accumulated
Depreciation: |
||||||||||||||||||||
|
Balance on January 1,
2024 |
4,282
|
1,814
|
203
|
12,817
|
19,116
|
|||||||||||||||
|
Depreciation
|
284
|
247
|
18
|
164
|
713
|
|||||||||||||||
|
Deductions
|
(1
|
)
|
(4
|
)
|
(3
|
)
|
(410
|
)
|
(418
|
)
| ||||||||||
|
Balance on December 31,
2024 |
4,565
|
2,057
|
218
|
12,571
|
19,411
|
|||||||||||||||
|
Depreciated cost on December
31, 2024 |
$
|
867
|
$
|
270
|
$
|
141
|
$
|
526
|
$
|
1,804
|
||||||||||
|
NOTE 10: - |
INTANGIBLE ASSETS, NET |
|
Pipeline
Products |
Potential
Products |
Microorganisms
Collection |
Total
|
|||||||||||||
|
Cost:
|
||||||||||||||||
|
Balance on January 1,
2025 |
$
|
7,028
|
$
|
4,920
|
$
|
5,500
|
$
|
17,448
|
||||||||
|
Deductions
|
7,028
|
4,920
|
5,500
|
17,448
|
||||||||||||
|
Balance on December 31,
2025 |
-
|
-
|
-
|
-
|
||||||||||||
|
Accumulated
Amortization: |
||||||||||||||||
|
Balance on January 1,
2025 |
$
|
2,182
|
$
|
1,370
|
$
|
1,701
|
$
|
5,253
|
||||||||
|
Amortization
|
207
|
130
|
161
|
498
|
||||||||||||
|
Deductions
|
2,389
|
1,500
|
1,862
|
5,751
|
||||||||||||
|
Balance on December 31,
2025 |
-
|
-
|
-
|
-
|
||||||||||||
|
Amortized cost on December
31, 2025 |
-
|
-
|
-
|
-
|
||||||||||||
F - 39
EVOGENE LTD. AND ITS SUBSIDIARIES
|
NOTE 10: - |
INTANGIBLE ASSETS, NET (Cont.) |
|
Pipeline
Products |
Potential
Products |
Microorganisms
Collection |
Total
|
|||||||||||||
|
Cost:
|
||||||||||||||||
|
Balance on January 1,
2024 |
$
|
7,028
|
$
|
4,920
|
$
|
5,500
|
$
|
17,448
|
||||||||
|
Balance on December 31,
2024 |
$
|
7,028
|
$
|
4,920
|
$
|
5,500
|
$
|
17,448
|
||||||||
|
Accumulated
Amortization: |
||||||||||||||||
|
Balance on January 1,
2024 |
$
|
1,777
|
$
|
1,115
|
$
|
1,387
|
$
|
4,279
|
||||||||
|
Amortization
|
405
|
255
|
314
|
974
|
||||||||||||
|
Balance on December 31,
2024 |
2,182
|
1,370
|
1,701
|
5,253
|
||||||||||||
|
Amortized cost on December
31, 2024 |
$
|
4,846
|
$
|
3,550
|
$
|
3,799
|
$
|
12,195
|
||||||||
|
NOTE 11: - |
LIABILITIES IN RESPECT OF GOVERNMENT GRANTS |
|
2025
|
2024
|
|||||||
|
Balance on January 1,
|
$
|
4,650
|
$
|
4,814
|
||||
|
Grants received (*)
|
106
|
177
|
||||||
|
Royalties paid
|
(461
|
)
|
(298
|
)
| ||||
|
Amounts recorded in profit
or loss |
(1,166
|
)
|
(43
|
)
| ||||
|
Balance on December 31,
|
$
|
3,129
|
$
|
4,650
|
||||
F - 40
EVOGENE LTD. AND ITS SUBSIDIARIES
|
NOTE 11: - |
LIABILITIES IN RESPECT OF GOVERNMENT GRANTS (Cont.) |
|
NOTE 12: - |
CONVERTIBLE SAFE |
In August 2022, ICL and Lavie Bio Ltd. (“Lavie”) entered a multi-year collaboration agreement for developing novel bio-stimulant products to enrich fertilizer efficiency. As part of the collaboration, ICL (through its affiliate company) invested $10,000 in Lavie using a SAFE agreement (simple agreement for future equity). Pursuant to the terms of that agreement, the SAFE amount will automatically be converted during enumerated events, each subject to certain terms and conditions, to include (i) an equity financing (as such term is defined in the agreement), with such SAFE amount converting into equity at a 20% discount rate, or (ii) a liquidity event (as such term is defined in the agreement), with such SAFE amount converting into shares to receive a portion of proceeds due as part of the liquidity event. The price per share for future conversion is capped at a price reflecting a valuation of $130,000 prior to the relevant event. Additionally, ICL is permitted to invest an additional amount prior to, or as part of, the next financing of Lavie, which may result in ICL holding up to a maximum interest of 14.29% in Lavie on a fully diluted share capital basis. If no equity financing occurs within thirty (30) months of the effective date of the agreement, ICL shall be entitled to convert the SAFE amount at a price per share reflecting a valuation of $70,000, within 60 days after such thirty (30) month period elapsed. If no conversion occurs within thirty (30) months, as mentioned above, ICL still retains the right to convert the SAFE amount into equity at a 20% discount rate, in an equity financing or a liquidity event (as such terms are defined in the SAFE agreement). According to IAS 32, "Financial Instruments: Presentation", as conversion upon an equity financing requires the delivery of variable number of shares, the SAFE is accounted for as a liability and measured at fair value according to IFRS 9. The fair value of the SAFE will be remeasured at the end of each reporting period with any change to fair value recorded within financial expenses in the statements of profit or loss. The fair value of the SAFE at initial recognition equals the transaction price of $10,000.
According to the terms of the SAFE, ICL was entitled to appoint one director until the consummation of a earlier of (i) consummation of a Liquidity Event or a Dissolution Event (as such terms are defined therein), (ii) in the event of conversion of this Safe, upon such time as ICL holds less than 12.5% of the issued and outstanding shares of Lavie or (iii) the sixth anniversary of date of the agreement.
F - 41
EVOGENE LTD. AND ITS SUBSIDIARIES
|
NOTE 12: - |
CONVERTIBLE SAFE (Cont.) |
|
NOTE 13: - |
FINANCIAL INSTRUMENTS |
| a. |
Financial
risk factors: |
| 1. |
Market Risk: |
F - 42
EVOGENE LTD. AND ITS SUBSIDIARIES
|
NOTE 13: - |
FINANCIAL INSTRUMENTS (Cont.) |
| 2. |
Credit Risk: |
| 3. |
Liquidity Risk: |
|
Up
to 1 year |
1
year to 2 years |
2
years to 3 years |
3
years to 4 years |
4
years to 5 years |
Over
5 years |
Total
|
||||||||||||||||||||||
|
Trade
payables (*) |
$
|
639
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
639
|
||||||||||||||
|
Employees
and payroll accruals |
861
|
-
|
-
|
-
|
- |
-
|
861
|
|||||||||||||||||||||
|
Other
payables |
449
|
-
|
-
|
-
|
- |
-
|
449
|
|||||||||||||||||||||
|
Leases
liability |
683
|
524
|
429
|
384
|
341
|
-
|
2,361
|
|||||||||||||||||||||
|
Liabilities
in respect of government grants |
56
|
142
|
254
|
295
|
495
|
2,763
|
4,005
|
|||||||||||||||||||||
|
$
|
2,688
|
$
|
666
|
$
|
683
|
$
|
679
|
$
|
836
|
$
|
2,763
|
$
|
8,315
|
|||||||||||||||
|
Up
to 1 year |
1
year to 2 years |
2
years to 3 years |
3
years to 4 years |
4
years to 5 years |
Over
5 years |
Total
|
||||||||||||||||||||||
|
Trade
payables (*) |
$
|
1,228
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
1,228
|
||||||||||||||
|
Employees
and payroll accruals |
1,869
|
-
|
-
|
-
|
- |
-
|
1,869
|
|||||||||||||||||||||
|
Other
payables |
1,079
|
-
|
-
|
-
|
- |
-
|
1,079
|
|||||||||||||||||||||
|
Leases
liability |
679
|
566
|
449
|
394
|
374
|
338
|
2,800
|
|||||||||||||||||||||
|
Liabilities
in respect of government grants |
323
|
392
|
336
|
462
|
632
|
3,884
|
6,029
|
|||||||||||||||||||||
|
$
|
5,178
|
$
|
958
|
$
|
785
|
$
|
856
|
$
|
1,006
|
$
|
4,222
|
$
|
13,005
|
|||||||||||||||
F - 43
EVOGENE LTD. AND ITS SUBSIDIARIES
|
NOTE 13: - |
FINANCIAL INSTRUMENTS (Cont.) |
| b. |
Fair Value: |
|
December
31, |
||||||||
|
2025
|
2024
|
|||||||
|
Convertible
SAFE |
$
|
-
|
$
|
10,371
|
||||
|
Warrants
and pre-funded warrants liabilities |
$
|
706
|
$
|
2,876
|
||||
| c. |
Sensitivity tests relating to changes in market
factors: |
|
December
31, |
||||||||
|
2025
|
2024
|
|||||||
|
Sensitivity
test to changes in the USD /NIS exchange rate: |
||||||||
|
Gain
(loss) from the change: |
||||||||
|
Decrease
of 5% in the U.S. dollar relative to the NIS |
$
|
(301
|
)
|
$
|
(428
|
)
| ||
|
Increase
of 5% in the U.S. dollar relative to the NIS |
$
|
301
|
$
|
428
|
||||
F - 44
EVOGENE LTD. AND ITS SUBSIDIARIES
|
NOTE 14: - |
COMMITMENTS AND CONTINGENT LIABILITIES |
Sensitivity tests and principal work assumptions:
|
NOTE 15: - |
SEVERANCE PAY LIABILITY |
Labor laws and the Severance Law require the Company to pay compensation to employees upon dismissal or retirement, or to make routine contributions in defined contribution plans pursuant to Section 14 of the Severance Law, as described below. The Company's liability is accounted for as a post-employment benefit. The Company's employee benefit liability is based on a valid labor agreement, the employee's salary, and the applicable terms of employment, which together generate a right to severance compensation.
|
Year
ended December 31, |
||||||||||||
|
2025
|
2024
(*) |
2023
(*) |
||||||||||
|
Expenses
– in respect to defined contribution plan |
$
|
593
|
$
|
723
|
$
|
699
|
||||||
|
NOTE 16: - |
TAXES ON INCOME |
| a. |
Tax rates applicable to the Company and its subsidiaries:
|
| 1. |
The Israeli corporate income tax rate was 23%
for all years presented. |
| 2. |
The Company’s U.S. subsidiaries, Evogene
Inc., Lavie Bio Inc., Lavie Tech Inc., Taxon Biosciences, Inc., and AgPlenus Inc., are subject to U.S. income taxes.
During the years 2023 through 2025, the tax rates
applicable to those companies, based on the main state where the companies had the most presence, were 21%
(federal tax applicable for the years 2023, 2024 and 2025) and approximately 3.41%
(state tax applicable for the years 2023, 2024 and 2025). |
F - 45
EVOGENE LTD. AND ITS SUBSIDIARIES
|
NOTE 16: - |
TAXES ON INCOME (Cont.) |
| b. |
Tax assessments: |
| d. |
Carryforward losses for tax purposes and other
temporary differences: |
| e. |
Deferred taxes: |
| f. |
Theoretical tax: |
| g. | In April 2025, the Trump administration announced a government plan which imposes reciprocal tariffs on the import of goods from numerous countries into the U.S. The overall tariff on the import of goods from Israel to the U.S. is 17%. The tariff applies solely to the import of goods and not to the import of services. The Company currently believes that the tariff of the U.S. on Israeli goods will not have a material impact on the Company’s revenues. |
|
NOTE 17: - |
SHAREHOLDERS' EQUITY |
| a. |
Share capital: |
|
December
31, |
||||||||||||||||
|
2025
|
2024
|
|||||||||||||||
|
Authorized
|
Issued
and Outstanding |
Authorized
|
Issued
and Outstanding |
|||||||||||||
|
Number
of shares |
||||||||||||||||
|
Ordinary
shares of NIS 0.2 par value each |
30,000,000
|
8,718,193
|
15,000,000
|
6,514,589
|
||||||||||||
| b. |
In its annual general meeting of the shareholders
which was held on August 18, 2025 it was resolved to approve an amendment to the Company’s amended and restated articles of association,
to increase the registered share capital of the Company by NIS 3,000,000
such that the total registered share capital of the Company will be NIS 6,000,000
divided into 30,000,000
ordinary shares of NIS 0.2
par value per share. |
F - 46
EVOGENE LTD. AND ITS SUBSIDIARIES
|
NOTE 17: - |
SHAREHOLDERS' EQUITY (Cont.) |
| c. |
Changes in share capital:
|
|
Number
of shares |
NIS
par value |
|||||||
|
Outstanding
on January 1, 2024 |
5,079,313
|
1,015,863
|
||||||
|
Issuance
of ordinary shares |
275,320
|
55,064
|
||||||
|
Exercise
of options and vesting of restricted share units (“RSUs”) |
13,648
|
2,730
|
||||||
|
Exercise
of pre-funded warrants |
1,146,308
|
229,262
|
||||||
|
Outstanding
on December 31, 2024 |
6,514,589
|
1,302,918
|
||||||
|
Issuance
of ordinary shares |
1,913,650
|
382,730
|
||||||
|
Exercise
of options and vesting of RSUs |
8,954
|
1,791
|
||||||
|
Exercise
of pre-funded warrants |
281,000
|
56,200
|
||||||
|
Outstanding
on December 31, 2025 |
8,718,193
|
1,743,639
|
||||||
| d. |
Issuance of ordinary shares:
|
| 1. |
In January 2021, the Company entered into a Controlled
Equity Offering Sales Agreement, pursuant to which the Company issued 380,359
ordinary shares during January and February 2021, in an at-the-market (“ATM”) offering, with a weighted average selling price
of $73.61
per share, resulting in gross proceeds of approximately $28,000.
|
F - 47
EVOGENE LTD. AND ITS SUBSIDIARIES
|
NOTE 17: - |
SHAREHOLDERS' EQUITY (Cont.) |
| 2. |
On July 17, 2023, the Company entered into securities
purchase agreements with certain institutional investors for the sale of 850,000
ordinary shares in a registered direct offering at a purchase price of $10.00
per ordinary share. The gross proceeds from the offering amounted to approximately $8,500,
before deducting placement agent fees and other offering expenses. |
| 3. |
On March 1, 2024, the Company filed a shelf registration
statement on Form F-3 with the Securities and Exchange Commission under which the Company may offer and sell from time to time in one
or more offerings, the Company’s ordinary shares, rights, warrants and units having an aggregate offering price of up to $200,000.
|
| 4. |
On March 28, 2024, the Company entered a new At-The-Market
Issuance Sales Agreement (the “Sales Agreement”), with Lake Street Capital Markets, LLC as selling agent. In accordance with
the terms of the Sales Agreement, from time to time the Company may offer and sell its ordinary shares in an ATM offering having an aggregate
offering price of up to $7,300.
On August 26, 2024 the aggregate offering price was reduced to up to $4,500.
During May 2024, the Company issued 10,000
ordinary shares pursuant to the Sales Agreement, with a selling price of $8.50
per share, resulting in gross proceeds of approximately $85.
During June 2025, the Company issued 1,913,650
ordinary shares pursuant to the Sales Agreement, with a selling price of $2.31
per share, resulting in gross proceeds of approximately $4,415.
As of December 31, 2025, we had sold the full amount available under the Lake Street Sales Agreement, which was terminated on September
4, 2025. |
| 5. |
On August 23, 2024, Evogene entered into a definitive
securities purchase agreement, or the Securities Purchase Agreement, with an institutional investor (the “Investor”), pursuant
to which Evogene agreed to issue and sell to such Investor in a registered direct offering, (i) 265,000
ordinary shares, and (ii) pre-funded warrants, or the Pre-Funded Warrants, to purchase up to 1,427,308
ordinary shares. The Pre-Funded Warrants have an exercise price of $0.0001
per ordinary share, are immediately exercisable and may be exercised at any time until exercised in full. In a concurrent private placement,
the Company also agreed to issue unregistered Series A ordinary warrants to purchase up to 1,692,308
ordinary shares, and unregistered Series B ordinary warrants to purchase up to 1,692,308
ordinary shares. Each ordinary share (or ordinary share equivalent in lieu thereof) was sold with one Series A ordinary warrant to purchase
one ordinary share and one Series B ordinary warrant to purchase one ordinary share at a combined purchase price of $3.25.
The Series A ordinary warrants have an exercise price of $3.55
per share, immediately exercisable upon issuance and will expire five years from issuance. The Series B ordinary warrants have an exercise
price of $3.55
per share, were immediately exercisable upon issuance and will expire eighteen months from issuance. The gross proceeds from the offering
were approximately $5,500,
before deducting placement agent fees and other offering expenses. Pre-funded warrants and warrants were classified as liabilities on
the consolidated statements of financial position. They were initially recorded at fair value and subsequently remeasured at each reporting
period using the Black - Scholes option pricing model. As of the transaction date, the excess of the initial fair value of pre-funded
warrants over the transaction proceeds amounting to approximately $2,684
was recorded as financial expenses. The excess of initial fair value over the transaction proceeds of Series A ordinary warrants and Series
B ordinary warrants amounting to approximately $3,510
was deferred and amortized to financial expenses over the term of the warrants. From the date of the transaction until December 31, 2024,
the Company recorded amortization of deferred expenses amounting to approximately $471.
As of December 31, 2024, the deferred expenses related to the issuance of warrants were presented in the consolidated statements of financial
position as both current and long-term assets, in accordance with the terms of the warrants. Additionally, from the transaction date until
December 31, 2024 and during 2025 the Company recorded financial income of approximately $6,529
and $1,781,
respectively, due to the remeasurement of the warrants to their fair value. See also Note 19f. From October 1, 2024 to December
31, 2024 a total of 1,146,308
pre-funded warrants were exercised into 1,146,308
ordinary shares of the Company. During 2025, a total of 281,000
warrants were exercised into 281,000
ordinary shares of the Company. See also Note 24 - Subsequent events. |
F - 48
EVOGENE LTD. AND ITS SUBSIDIARIES
|
NOTE 17: - |
SHAREHOLDERS' EQUITY (Cont.) |
| e. |
Rights attached to shares:
|
| f. |
Rights attached to pre-funded warrants:
|
| g. |
Capital management in the Company:
|
F - 49
EVOGENE LTD. AND ITS SUBSIDIARIES
|
NOTE 17: - |
SHAREHOLDERS' EQUITY (Cont.) |
| h. |
Composition of non-controlling interests in the
statement of financial position: |
|
2025
|
2024
|
|||||||
|
Balance
as of January 1, |
$
|
16,289
|
$
|
16,632
|
||||
|
Forfeiture
of non-controlling interests regarding share-based compensation |
(4,742
|
)
|
(206
|
)
| ||||
|
Share-based
compensation |
(86
|
)
|
1,432
|
|||||
|
Exercise
of subsidiary options |
(62
|
)
|
-
|
|||||
|
Income
(loss) attributed to non-controlling interests |
658
|
(1,569
|
)
| |||||
|
Balance
as of December 31, |
$
|
12,057
|
$
|
16,289
|
||||
| i. |
Issuance of shares by subsidiary:
|
| 1. |
During July 2025, 263,472
options were exercised in Lavie Bio Ltd. into its ordinary shares. Upon the exercise of options, the non-controlling interest was issued
2.46%
of Lavie Bio Ltd.'s equity. As a result, the Company recorded an increase in non-controlling interest in the amount of approximately $13.
|
| 2. |
On December 21, 2022, Biomica Ltd. signed a definitive
agreement for a $20,000
financing round, led by SHC, out of which $10,000
shall be invested by the Company in Biomica Ltd. preferred shares. As a result, the Company recorded a negative capital reserve and an
increase of non-controlling interest in the amounts of $238
and $9,761,
respectively. In addition, certain convertible loans in total amount of $10,000
were converted by the Company to Biomica Ltd.’s ordinary shares. As a result, the Company recorded an adjustment to capital reserve
and non-controlling interest in the amount of $809.
Following the closing of the transaction on April 27, 2023, the Company was diluted to approximately 67%
of the share capital of Biomica Ltd., on a fully diluted basis, while SHC is holding approximately 20%,
on a fully diluted basis. |
| 3. |
On June 27, 2024, 5,000
options were exercised in Casterra Ag Ltd. into its ordinary shares. Upon the exercise of options, the non-controlling interest was issued
0.5%
of Casterra Ag Ltd.'s equity. As a result, the Company recorded a decrease in non-controlling interest in the amount of approximately
$75.
|
F - 50
EVOGENE LTD. AND ITS SUBSIDIARIES
|
NOTE 18: - |
SHARE- BASED COMPENSATION |
| a. |
Expenses recognized in the financial statements:
|
|
Year ended
December 31, |
||||||||||||
|
2025
|
2024
|
2023
|
||||||||||
|
Share-based
compensation – Attributable to equity holders of the Company |
$
|
378
|
$
|
363
|
$
|
526
|
||||||
|
Share-based
compensation – Attributable to non-controlling interests (see Note 17h) |
(86
|
)
|
1,432
|
1,351
|
||||||||
|
$
|
292
|
$
|
1,795
|
$
|
1,877
|
|||||||
| b. |
The Company maintains two share option and
incentive plans: Evogene
Ltd. 2013 Share Option Plan and Evogene Ltd. 2021 Share Incentive Plan (the “2021 Plan”). All such option and incentive plans
provide for the grant of options to purchase the Company's ordinary shares that generally expire 10 years from the grant date.
|
| c. |
Evogene Ltd. Share-based payment plan for employees,
directors and consultants: |
| d. |
Evogene
Ltd. Share options activity: |
|
2025
|
2024
|
2023
(*) |
||||||||||||||||||||||
|
Number
of
options
|
Weighted
average exercise prices ($) |
Number
of
options
|
Weighted
average exercise prices ($) |
Number
of
options
|
Weighted
average exercise prices ($) |
|||||||||||||||||||
|
Outstanding
at the beginning of year |
594,088
|
18.72
|
397,452
|
28.80
|
403,603
|
41.7
|
||||||||||||||||||
|
Granted
|
233,500
|
1.81
|
217,300
|
2.71
|
62,600
|
8.00
|
||||||||||||||||||
|
Exercised
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||
|
Forfeited
|
(170,938
|
)
|
40.46
|
(20,664
|
)
|
41.99
|
(68,751
|
)
|
78.1
|
|||||||||||||||
|
Outstanding
at end of year |
656,650
|
9.40
|
594,088
|
18.72
|
397,452
|
28.8
|
||||||||||||||||||
|
Exercisable
at end of year |
297,771
|
17.89
|
331,746
|
29.92
|
284,183
|
34.8
|
||||||||||||||||||
F - 51
EVOGENE LTD. AND ITS SUBSIDIARIES
|
NOTE 18: - |
SHARE- BASED COMPENSATION (Cont.) |
|
Options
outstanding |
||||||||||||
|
Range
of exercise prices ($) |
Number
outstanding
|
Average
remaining
contractual
life
|
Weighted
average
exercise
price
|
|||||||||
|
1.37-9.22
|
466,475
|
8.83
|
2.73
|
|||||||||
|
10.20 - 20
|
108,140
|
4.94
|
12.20
|
|||||||||
|
20.41-39.97
|
43,675
|
4.58
|
29.61
|
|||||||||
|
55.83-64.61
|
37,110
|
1.43
|
57.84
|
|||||||||
|
84.29-87.12
|
1,250
|
0.56
|
84.86
|
|||||||||
|
Total
|
656,650
|
7.48
|
9.40
|
|||||||||
|
2025
|
2024
|
2023
|
||||||||||
|
Dividend
yield (%) |
-
|
-
|
-
|
|||||||||
|
Expected
volatility of the share prices (%) |
56-59
|
54-56
|
51-53
|
|||||||||
|
Risk-free
interest rate (%) |
4.25-4.57
|
4.21-4.56
|
3.4-4.4
|
|||||||||
|
Suboptimal
factor |
1.8-2
|
1.8-2
|
1.8-2
|
|||||||||
|
Post-vesting
forfeiture rate (%) |
5-20 | 5-20 | 5-20 | |||||||||
| e. |
Evogene
Ltd. RSUs activity: |
F - 52
EVOGENE LTD. AND ITS SUBSIDIARIES
|
NOTE 18: - |
SHARE- BASED COMPENSATION (Cont.) |
|
2025
|
2024
|
|||||||||||||||
|
Number
of RSUs |
Weighted
average grant date fair value |
Number
of RSUs |
Weighted
average grant date fair value |
|||||||||||||
|
Outstanding
at beginning of year |
19,806
|
11.87
|
41,420
|
12.40
|
||||||||||||
|
Granted
|
-
|
-
|
1,300
|
9.67
|
||||||||||||
|
Vested
|
(8,954
|
)
|
15.48
|
(13,676
|
)
|
14.93
|
||||||||||
|
Forfeited
|
(5,190
|
)
|
10.37
|
(9,238
|
)
|
9.20
|
||||||||||
|
Outstanding
at end of year |
5,662
|
7.57
|
19,806
|
11.87
|
||||||||||||
|
2025
|
2024
|
|||||||||||||||
|
Number
of
options
|
Weighted
average
exercise
prices
($) |
Number
of
options
|
Weighted
average
exercise
prices
($) |
|||||||||||||
|
Outstanding
at beginning of year |
1,718,194
|
2.06
|
2,531,134
|
1.63
|
||||||||||||
|
Granted
|
31,500
|
1.00
|
151,013
|
1.42
|
||||||||||||
|
Exercised
|
(263,472
|
)
|
0.22
|
(5,000
|
)
|
0.19
|
||||||||||
|
Forfeited
|
(1,149,171
|
)
|
2.69
|
(958,953
|
)
|
0.82
|
||||||||||
|
Outstanding
at end of year |
337,051
|
1.29
|
1,718,194
|
2.06
|
||||||||||||
|
Exercisable
at end of year |
205,810
|
1.26
|
1,017,367
|
2.06
|
||||||||||||
F - 53
EVOGENE LTD. AND ITS SUBSIDIARIES
|
NOTE 18: - |
SHARE- BASED COMPENSATION (Cont.) |
| f. |
The fair value of Company's subsidiaries’
share options granted to employees, directors and consultants for the years ended December 31, 2025 and 2024 was estimated using the binomial
model with the following assumptions: |
|
2025
|
2024
|
||||
|
Dividend
yield (%) |
-
|
-
|
|||
|
Expected
volatility of the share prices (%) |
76-81
|
68-83
|
|||
|
Risk-free
interest rate (%) |
4.03-4.29
|
3.83-4.79
|
|||
|
Suboptimal
factor |
2.0
|
1.8-2.0
|
|||
|
Post-vesting
forfeiture rate (%) |
8-10
|
5-10 |
|
NOTE 19: - |
STATEMENTS OF PROFIT OR LOSS – ADDITIONAL INFORMATION |
| a. |
Cost of
revenues: |
|
Year
ended December 31, |
||||||||||||
|
2025
|
2024
(*) |
2023
(*) |
||||||||||
|
Salaries
and benefits |
$
|
480
|
$
|
651
|
$
|
359
|
||||||
|
Inventory
impairment |
2,180
|
-
|
-
|
|||||||||
|
Materials
and sub-contractors |
1,434
|
1,729
|
1,131
|
|||||||||
|
$
|
4,094
|
$
|
2,380
|
$
|
1,490
|
|||||||
| b. |
Research
and development, net: |
|
Year
ended December 31, |
||||||||||||
|
2025
|
2024
(*) |
2023
(*) |
||||||||||
|
Salaries
and benefits |
$
|
4,616
|
$
|
6,907
|
$
|
7,930
|
||||||
|
Share-based
compensation |
161
|
370
|
660
|
|||||||||
|
Materials
and sub-contractors |
1,475
|
2,863
|
5,087
|
|||||||||
|
Plant
growth and greenhouse maintenance |
299
|
456
|
744
|
|||||||||
|
Office
maintenance |
363
|
651
|
639
|
|||||||||
|
Depreciation
and amortization |
1,079
|
1,184
|
1,249
|
|||||||||
|
Gain
from derecognition of property, plant and equipment |
-
|
-
|
(26
|
)
| ||||||||
|
Amounts
recorded with respect to government grants (**) |
-
|
48
|
(125
|
)
| ||||||||
|
Other
|
1
|
32
|
38
|
|||||||||
|
$
|
7,994
|
$
|
12,511
|
$
|
16,196
|
|||||||
F - 54
EVOGENE LTD. AND ITS SUBSIDIARIES
|
NOTE 19: - |
STATEMENTS OF PROFIT OR LOSS – ADDITIONAL INFORMATION (Cont.) |
| c. |
Sales
and marketing: |
|
Year
ended December 31, |
||||||||||||
|
2025
|
2024
(*) |
2023
(*) |
||||||||||
|
Salaries
and benefits |
$
|
739
|
$
|
1,220
|
$
|
1,352
|
||||||
|
Share-based
compensation |
105
|
265
|
169
|
|||||||||
|
Subcontractors
and professional fees |
447
|
253
|
459
|
|||||||||
|
Travel
|
82
|
196
|
111
|
|||||||||
|
Legal
|
-
|
21
|
10
|
|||||||||
|
Other
|
103
|
28
|
51
|
|||||||||
|
$
|
1,476
|
$
|
1,983
|
$
|
2,152
|
|||||||
| d. |
General
and administrative: |
|
Year
ended December 31, |
||||||||||||
|
2025
|
2024
(*) |
2023
(*) |
||||||||||
|
Salaries
and benefits |
$
|
2,428
|
$
|
2,823
|
$
|
2,793
|
||||||
|
Share-based
compensation |
367
|
533
|
277
|
|||||||||
|
Professional
fees |
1,331
|
3,324
|
1,954
|
|||||||||
|
Other
|
160
|
313
|
351
|
|||||||||
|
$
|
4,286
|
$
|
6,993
|
$
|
5,375
|
|||||||
| e. |
Other
expenses (income): |
| 1. |
Other expenses, net, of approximately $37
thousand were recorded in 2025 mainly due to the impairment of fixed assets associated with the reduction in Biomica Ltd.’s activities,
partially offset by income recognized in the first quarter of 2025 related to the accounting treatment of Company’s sub-lease agreement.
|
| 2. |
The decision to cease Canonic Ltd.’s operations
in the first half of 2024 resulted in other expenses of approximately $514,
mainly due to impairment of fixed assets in the first quarter of 2024. |
F - 55
EVOGENE LTD. AND ITS SUBSIDIARIES
|
NOTE 19: - |
STATEMENTS OF PROFIT OR LOSS – ADDITIONAL INFORMATION (Cont.) |
| f. |
Financing
income and expenses: |
|
Year
ended December 31, |
||||||||||||
|
2025
|
2024
(*) |
2023
(*) |
||||||||||
|
Exchange
differences |
$
|
-
|
$
|
2
|
$
|
164
|
||||||
|
Interest
income |
356
|
815
|
978
|
|||||||||
|
Financial
income in respect of government grants |
-
|
47
|
26
|
|||||||||
|
Revaluation
of Convertible SAFE |
371
|
-
|
-
|
|||||||||
|
Change in
the fair value of marketable Securities |
-
|
-
|
45
|
|||||||||
|
Remeasurement
of warrants and pre-funded warrants |
1,781
|
6,529
|
-
|
|||||||||
|
$
|
2,508
|
$
|
7,393
|
$
|
1,213
|
|||||||
|
Year
ended December 31, |
||||||||||||
|
2025
|
2024
(*) |
2023
(*) |
||||||||||
|
Bank expenses
and commissions |
$
|
32
|
$
|
57
|
$
|
48
|
||||||
|
Exchange
differences |
292
|
80
|
385
|
|||||||||
|
Excess of
initial fair value of pre-funded warrants over transaction proceeds |
-
|
2,684
|
-
|
|||||||||
|
Amortization
of deferred expenses related to issuance of warrants |
1,323
|
471
|
-
|
|||||||||
|
Lease liability
interest |
157
|
63
|
114
|
|||||||||
|
Revaluation
of Convertible SAFE |
-
|
3
|
254
|
|||||||||
|
Financial
expenses in respect of government grants |
129
|
-
|
127
|
|||||||||
|
$
|
1,933
|
$
|
3,358
|
$
|
928
|
|||||||
(*) Reclassified to conform to the current period presentation, following the classification of certain operations as discontinued operations.
F - 56
EVOGENE LTD. AND ITS SUBSIDIARIES
|
Year
ended December 31, |
||||||||||||||||
|
2025
|
||||||||||||||||
|
Weighted
number of shares |
Loss
from continuing operations, attributable to equity holders of the Company |
Income
from discontinued operations, attributable to equity holders of the Company - Basic |
Income
from discontinued operations, attributable to equity holders of the Company - Diluted |
|||||||||||||
|
Number
of shares and income (loss ) |
7,874,039
|
(13,357
|
)
|
4,877
|
4,860
|
|||||||||||
|
Year
ended December 31, |
||||||||||||
|
2024
|
||||||||||||
|
Weighted
number of shares |
Loss
from continuing operations, attributable to equity holders of the Company |
Loss
from discontinued operations, attributable to equity holders of the Company |
||||||||||
|
Number
of shares and loss |
5,697,245
|
(14,049
|
)
|
(2,436
|
)
| |||||||
|
Year
ended December 31, |
||||||||||||
|
2023
|
||||||||||||
|
Weighted
number of shares *) |
Loss
from continuing operations, attributable to equity holders of the Company |
Loss
from discontinued operations, attributable to equity holders of the Company |
||||||||||
|
Number
of shares and loss |
4,589,386
|
(20,946
|
)
|
(2,933
|
)
| |||||||
| a. |
General:
|
F - 57
EVOGENE LTD. AND ITS SUBSIDIARIES
|
NOTE 21: - |
OPERATING SEGMENTS (Cont.) |
|
Agriculture
segment |
-
|
Develops
seed traits and ag-chemical products products to improve plant performance. | |
|
Industrial
applications segment |
-
|
Develops
improved castor bean seeds to serve as a feedstock source for other industrial uses. | |
|
Human health segment
|
-
|
Discovers and develops
human microbiome-based therapeutics and cannabis activity. | |
|
Unallocated
|
-
|
Other corporate expenses
and general development of enabling technologies discovery and optimization. |
| b. |
The following
table presents our revenues and operating loss for
continuing operations by segments:
|
|
Agriculture
(*) |
Industrial
application
|
Human
health
|
Unallocated
(*) |
Total
|
||||||||||||||||
|
For
the Year Ended December 31, 2025 |
||||||||||||||||||||
|
Revenues
|
$
|
1,374
|
$
|
2,168
|
$
|
-
|
$
|
311
|
$
|
3,853
|
||||||||||
|
Cost
of revenues |
$
|
(428
|
)
|
$
|
(3,553
|
)
|
$
|
-
|
$
|
(113
|
)
|
$
|
(4,094
|
)
| ||||||
|
Depreciation expenses
|
$
|
(124
|
)
|
$
|
(94
|
)
|
$
|
(101
|
)
|
$
|
(203
|
)
|
$
|
(522
|
)
| |||||
|
Operating
loss |
$
|
(4,097
|
)
|
$
|
(3,540
|
)
|
$
|
(2,653
|
)
|
$
|
(3,744
|
)
|
$
|
(14,034
|
)
| |||||
|
Net
financing income |
$
|
575
|
||||||||||||||||||
|
Loss
before taxes on income |
$
|
(13,498
|
)
| |||||||||||||||||
F - 58
EVOGENE LTD. AND ITS SUBSIDIARIES
|
NOTE 21: - |
OPERATING SEGMENTS (Cont.) |
|
Agriculture
(*) |
Industrial
application
|
Human
health
|
Unallocated
(*) |
Total
|
||||||||||||||||
|
For
the Year Ended December 31, 2024 |
||||||||||||||||||||
|
Revenues
|
$
|
2,955
|
$
|
2,219
|
$
|
80
|
$
|
323
|
$
|
5,577
|
||||||||||
|
Cost
of revenues |
$
|
(952
|
)
|
$
|
(1,290
|
)
|
$
|
(98
|
)
|
$
|
(40
|
)
|
$
|
(2,380
|
)
| |||||
|
Depreciation expenses
|
$
|
(201
|
)
|
$
|
(32
|
)
|
$
|
(141
|
)
|
$
|
(205
|
)
|
$
|
(579
|
)
| |||||
|
Operating
loss |
$
|
(6,120
|
)
|
$
|
(2,411
|
)
|
$
|
(7,240
|
)
|
$
|
(3,033
|
)
|
$
|
(18,804
|
)
| |||||
|
Net
financing income |
$
|
4,035
|
||||||||||||||||||
|
Loss
before taxes on income |
$
|
(14,808
|
)
| |||||||||||||||||
|
Agriculture
(*) |
Industrial
application
|
Human
health
|
Unallocated
(*) |
Total
|
||||||||||||||||
|
For
the Year Ended December 31, 2023 |
||||||||||||||||||||
|
Revenues
|
$
|
1,133
|
$
|
1,075
|
$
|
487
|
$
|
287
|
$
|
2,982
|
||||||||||
|
Cost
of revenues |
$
|
(370
|
)
|
$
|
(460
|
)
|
$
|
(620
|
)
|
$
|
(40
|
)
|
$
|
(1,490
|
)
| |||||
|
Depreciation expenses
|
$
|
(147
|
)
|
$
|
(31
|
)
|
$
|
(213
|
)
|
$
|
(267
|
)
|
$
|
(658
|
)
| |||||
|
Operating
loss |
$
|
(7,074
|
)
|
$
|
(39
|
)
|
$
|
(10,349
|
)
|
$
|
(4,769
|
)
|
$
|
(22,231
|
)
| |||||
|
Net
financing expenses |
$
|
285
|
||||||||||||||||||
|
Loss
before taxes on income |
$
|
(21,946
|
)
| |||||||||||||||||
| c. |
Major
customers: |
|
Year
ended December 31, |
||||||||||||
|
2025
|
2024(*)
|
2023(*)
|
||||||||||
|
Customer
A (subsidiary shareholder) |
350
|
886
|
975
|
|||||||||
|
Customer
B |
880
|
1,770
|
-
|
|||||||||
|
Customer
C |
2,032
|
1,716
|
956
|
|||||||||
F - 59
EVOGENE LTD. AND ITS SUBSIDIARIES
| d. |
Geographical
information: |
|
2025
|
2024
(*) |
2023
(*) |
||||||||||
|
United
States |
9
|
%
|
17
|
%
|
33
|
%
| ||||||
|
Israel
|
12
|
%
|
11
|
%
|
31
|
%
| ||||||
|
Europe
|
26
|
%
|
41
|
%
|
1
|
%
| ||||||
|
Africa
|
53
|
%
|
31
|
%
|
35
|
%
| ||||||
|
100
|
%
|
100
|
%
|
100
|
%
| |||||||
|
December
31, |
||||||||||||
|
2025
|
2024
|
2023
|
||||||||||
|
United
States |
0
|
%
|
74
|
%
|
80
|
%
| ||||||
|
Israel
|
100
|
%
|
26
|
%
|
20
|
%
| ||||||
|
100
|
%
|
100
|
%
|
100
|
%
| |||||||
|
NOTE 22: - |
BALANCES AND TRANSACTIONS WITH OFFICERS AND CERTAIN SHAREHOLDERS |
| a. |
As reported by the shareholders, and
based on publicly available information, as of December 31, 2025, Corteva (through its subsidiary Pioneer Hi-Bred International, Inc.)
holds 26.57%
of the Company's subsidiary shares )Lavie Bio Ltd.’s(. In addition, Corteva was a major customer (see Note 21c, customer A).
|
| b. |
Balances:
|
|
Officers
|
Certain
shareholders |
|||||||
|
Receivables
|
$
|
-
|
$
|
-
|
||||
|
Other
payables |
$
|
215
|
$
|
-
|
||||
F - 60
EVOGENE LTD. AND ITS SUBSIDIARIES
|
NOTE 22: - |
BALANCES AND TRANSACTIONS WITH OFFICERS AND CERTAIN SHAREHOLDERS (Cont.) |
|
Officers
|
Certain
shareholders |
|||||||
|
Receivables
|
$
|
-
|
$
|
167
|
||||
|
Other
payables |
$
|
322
|
$
|
-
|
||||
| c. |
Benefits
to directors: |
|
Year
ended December 31, |
||||||||||||
|
2025
|
2024
|
2023
|
||||||||||
|
Compensation
to directors not employed by the Company or on its behalf |
$
|
201
|
$
|
260
|
$
|
246
|
||||||
|
Share-based
compensation to directors not employed by the Company or on its behalf |
11
|
38
|
64
|
|||||||||
|
$
|
212
|
$
|
298
|
$
|
310
|
|||||||
|
Number of
directors that received the above compensation by the Company |
6
|
6
|
6
|
|||||||||
| d. |
Salary
and Benefits to Officers: |
|
Year
ended December 31, |
||||||||||||
|
2025
|
2024
(*) |
2023
(*) |
| |||||||||
|
Salary and
related benefits |
$
|
1,776
|
$
|
2,224
|
$
|
2,227
|
||||||
|
Share-based
compensation |
436
|
675
|
400
|
|||||||||
|
$
|
2,212
|
$
|
2,899
|
$
|
2,627
|
|||||||
|
Number of
people that received salary and benefits |
8
|
12
|
8
|
|||||||||
F - 61
EVOGENE LTD. AND ITS SUBSIDIARIES
|
NOTE 22: - |
BALANCES AND TRANSACTIONS WITH OFFICERS AND CERTAIN SHAREHOLDERS (Cont.) |
| e. |
Transactions
with related parties: |
|
Officers
|
Certain
shareholders |
|||||||
|
Revenues
(see Note 5) |
$
|
-
|
$
|
350
|
||||
|
Research
and development expenses |
501
|
-
|
||||||
|
Sales
and marketing expenses |
567
|
-
|
||||||
|
General
and administrative expenses |
$
|
1,144
|
$
|
-
|
||||
|
Officers
|
Certain
shareholders |
|||||||
|
Revenues
(see Note 5) |
$
|
-
|
$
|
1,770
|
||||
|
Research
and development expenses |
698
|
-
|
||||||
|
Sales
and marketing expenses |
932
|
-
|
||||||
|
General
and administrative expenses |
$
|
1,269
|
$
|
-
|
||||
|
Officers
|
Certain
shareholders |
|||||||
|
Revenues
(see Note 5) |
$
|
-
|
$
|
975
|
||||
|
Research
and development expenses |
756
|
-
|
||||||
|
Sales
and marketing expenses |
844
|
-
|
||||||
|
General
and administrative expenses |
$
|
1,027
|
$
|
-
|
||||
| a. |
On April 17, 2025, the
Company's board of directors approved the execution of an Asset Purchase Agreement between the Company, Lavie Bio Ltd., Taxon Biosciences
Inc., and Dead Sea Works Ltd. (“purchase agreement”). As part of the purchase agreement, it was also decided to sell the MicroBoost
AI for Agriculture operations. On July 8, 2025, the Company announced the closing of the transaction, for cash consideration of approximately
$ 18,714.
(See Note 1d). The Company recognized revenue from the transaction of approximately $6,413.
|
F - 62
EVOGENE LTD. AND ITS SUBSIDIARIES
|
NOTE 23:- |
DISCONTINUED OPERATIONS (Cont.) |
|
December
31, |
||||||||||||
|
2025
|
2024
|
2023
|
||||||||||
|
Revenues
|
$
|
151
|
$
|
2,934
|
$
|
2,658
|
||||||
|
Cost
of sales |
128
|
302
|
202
|
|||||||||
|
Gross
profit |
23
|
2,632
|
2,456
|
|||||||||
|
Other
income |
6,413
|
-
|
-
|
|||||||||
|
Research and development,
Selling, general and administrative expenses, net |
852
|
6,014
|
6,582
|
|||||||||
|
Operating
income (loss) |
5,584
|
(3,382
|
)
|
(4,126
|
)
| |||||||
|
Finance
income (expenses), net |
99
|
145
|
236
|
|||||||||
|
Income
(loss) before taxes on income |
5,683
|
(3,237
|
)
|
(3,890
|
)
| |||||||
|
Taxes
on income |
11
|
-
|
99
|
|||||||||
|
Income
(loss) after taxes on income |
5,672
|
(3,237
|
)
|
(3,989
|
)
| |||||||
|
Income
(loss) from discontinued operations, net |
5,672
|
(3,237
|
)
|
(3,989
|
)
| |||||||
|
Attributable
to: |
||||||||||||
|
Equity
holders of the Company |
4,877
|
(2,436
|
)
|
(2,933
|
)
| |||||||
|
Non-controlling
interests |
795
|
(801
|
)
|
(1,056
|
)
| |||||||
|
5,672
|
(3,237
|
)
|
(3,989
|
)
| ||||||||
F - 63
EVOGENE LTD. AND ITS SUBSIDIARIES
|
NOTE 24: - |
SUBSEQUENT EVENTS |
| 1. |
On February 4, 2026,
Biomica, entered into an exclusive worldwide licensing agreement with Shanghai Lishan Biopharmaceuticals Co., Ltd., or Lishan Biotech,
for BMC128 (designated as LS-LBP-002 by Lishan Biotech), a microbiome-based therapeutic designed to enhance anti-tumor immune activity.
This agreement grants Lishan Biotech exclusive rights (subject to reaching certain commercial milestones) to further develop, manufacture
and commercialize the BMC128, which was developed by Biomica. Pursuant to the terms of the licensing agreement, Biomica is eligible to
receive development milestones payments upon progress of Lishan Biotech’s clinical trials and receipt of regulatory approvals, sales
milestones payments, and royalties from Lishan Biotech’s sales of future products, subject to certain conditions set forth therein.
|
| 2. |
On February 10, 2026, Evogene entered into an
inducement offer letter agreement (the “Inducement Letter”) with an existing institutional investor of the Company (the “Holder”)
of 3,384,616
of the Company’s existing warrants (the “Existing Warrants”) to purchase 3,384,616
of the Company’s ordinary shares, par value NIS 0.2
per share (“ordinary shares”). The Existing Warrants are comprised of (i) 1,692,308
Series A Ordinary Share Purchase Warrants to purchase up to 1,692,308
ordinary shares, which had a five-year
exercise term and an exercise price of $3.55
per share (the “Series A Warrants”), and (ii) 1,692,308
Series B Ordinary Share Purchase Warrants to purchase up to 1,692,308
ordinary shares, which had an 18-month
exercise term and an exercise price of $3.55
per share (the “Series B Warrants”), all of which were issued in a private placement completed on August 26, 2024. Pursuant
to the Inducement Letter, the Holder agreed to exercise for cash the Existing Warrants to purchase all 3,384,616
underlying ordinary shares at a reduced exercise price of $1.00
per share, in consideration of the Company’s agreement to issue to the Holder 5,076,924
new ordinary share purchase warrants (the “New Warrants”) to purchase up to an aggregate of 5,076,924
ordinary shares (the “New Warrant Shares”), which New Warrants will have the terms described below. The Company received aggregate
gross proceeds of approximately $3,385
from the exercise of the Existing Warrants by the Holder, before deducting placement agent fees and other offering expenses payable by
the Company. |
| 3. |
On February 2026, Finally Foods entered into an amendment to Series Pre-Seed A1 Preferred Share Purchase
Agreement with certain investors for an aggregate investment of $570
in consideration for the issuance of 148,199
Preferred Pre-Seed A-1 Shares. As a result, the Company’s holding in Finally Foods was decreased to approximately 32%.
|
| 4. |
On November 27, 2025
the board of directors of Lavie Bio Ltd. approved the distribution of a dividend in the aggregate amount of $4,250.
The distribution is subject to court approval. Following receipt of such approval, during March 2026, Evogene received an amount
of approximately $2,928
out of such dividend. |
| 5. |
On February 25,
2026 the board of directors of Biomica Ltd. approved the distribution of a dividend in the aggregate amount of up to $2,700.
The distribution is subject to court approval. A motion in this respect has been filed with the Israeli court. |
|
|
1. |
Each of the Sellers, jointly and severally with the other Sellers, will indemnify the Buyer and anyone on its behalf for any expense incurred by the Buyer or any affiliate thereof in respect of any Claims, Actions and Liabilities, of any
kind and nature, related to the employment of the Hired Employees by any of the Sellers relating to the period prior to the Closing Date, including without limitation, all wage payments, annual vacation leave, recuperation payments, sick
leave, travel expenses, wage differences, overtime payments, social allocations, payments to pension funds and/or insurance and/or study fund, bonuses, commissions, awards, options or any other securities, any payment or compensation under
section 134 of the Israeli Patent Law (1967), any payment under section 5 to the Wage Protection Law (1958), severance pay or completion of severance pay in respect of the Hired Employees' employment until the Closing Date, or any rights or
other benefits to which the Hired Employees is entitled due to or as a result of their employment and termination with any Seller, whether under their employment agreements with a Seller or applicable Law; and
|
|
|
2. |
Each of the Sellers, jointly and severally with the other Sellers, will indemnify the Buyer and anyone on its behalf for any expense incurred by the Buyer or any affiliate thereof in respect of any Claims, Actions and Liabilities, of any
kind and nature, related to the employment of Seller's employees who are not deemed Hired Employees, for their employment period by the Seller and/or the Transaction (including, without limitation, because they did not receive an offer to
become Hired Employees or did not agree to become Hired Employees).
|
|
|
EVOGENE LTD. By: _____________________________ Name: Title: |
|
|
LAVIE BIO LTD. By: _____________________________ Name: Title: |
|
|
TAXON BIOSCIENCES, INC. By: _____________________________ Name: Title: |
|
|
DEAD SEA WORKS LTD. By: _____________________________ Name: Title: |
| 4. |
Development and Commercialization.
|
| 5. |
Consideration.
|
|
Biomica Ltd.
By:_______________________ Name:_____________________ Title: ______________________ |
Shanghai Lishan Biopharmaceuticals, Ltd.
By:__________________________ Name:________________________ Title:_________________________
|
 |
|
|
Name of Subsidiary
|
Jurisdiction
|
|||
|
AgPlenus Ltd.
|
Israel
|
|||
|
Biomica Ltd.
|
Israel
|
|||
|
Casterra Ag Ltd. (formerly known as Evofuel Ltd.).
|
Israel
|
|||
|
Lavie Bio Ltd.
|
Israel
|
| Page | ||
|
I.
|
Introduction and Persons Covered by this Policy
|
2
|
|
II.
|
Statement of Policies Prohibiting Insider Trading
|
3
|
|
III.
|
Explanation of Insider Trading
|
4
|
|
IV.
|
Statement of Procedures to Prevent Insider Trading
|
7
|
|
V.
|
Additional Prohibited Transactions
|
9
|
|
VI.
|
Rule 10b5-1 Trading Plans
|
10
|
|
VII.
|
Rule 144 and Section 16 Matters for Directors and Officers
|
12
|
|
VIII.
|
Interpretation, Amendment, and Implementation of this Policy
|
13
|
|
IX.
|
Execution and Return of Certification of Compliance
|
13
|
|
|
• |
purchases of the Company’s securities from the Company or sales of the Company’s securities to the Company;
|
|
|
• |
exercises of share options or other equity awards or the surrender of shares to the Company in payment of the exercise price or in satisfaction of any tax
withholding obligations in a manner permitted by the applicable equity award agreement, or vesting of equity-based awards that, in each case, do not involve a market sale of the Company’s securities (the “cashless exercise” of a Company share option through a broker does involve a market sale of the Company’s securities, and therefore would not qualify under this exception);
|
|
|
• |
bona fide gifts of the Company’s securities unless the
person giving the gift knows or has reason to believe that the recipient intends to sell the securities while the donor is in possession of material nonpublic information about the Company; or
|
|
|
• |
purchases or sales of the Company’s securities made pursuant to a plan adopted to comply with the Rule 10b5-1 under Securities Exchange Act of 1934, as amended (the
“Exchange Act” and “Rule 10b5-1”). For more information about Rule 10b5-1 trading plans, see Section VI below.
|
|
|
A. |
What Information is Material?
|
|
|
B. |
What is Nonpublic?
|
|
|
C. |
Who is an Insider?
|
|
|
D. |
Trading by Persons Other Than Insiders
|
|
|
E. |
Penalties for Engaging in Insider Trading
|
|
|
F. |
Size of Transaction and Reason for Transaction Do Not Matter
|
|
|
G. |
Presumption on Use of Material Nonpublic Information by Key Insiders
|
|
|
A. |
Blackout Periods and Pre-Clearance
|
|
|
B. |
Post-Termination Transactions
|
|
|
C. |
Termination
|
|
|
A. |
Short Sales
|
|
|
B. |
Publicly Traded Options
|
|
|
C. |
Hedging Transactions
|
|
|
D. |
Purchases of the Company’s Securities on Margin; Pledging the Company’s Securities to Secure Margin or Other Loans
|
|
|
E. |
Director and Executive Officer Cashless Exercises
|
|
|
F. |
Standing Orders
|
|
|
G. |
Partnership Distributions
|
|
|
• |
has been submitted to and pre-approved by the Compliance Officer;
|
|
|
• |
includes a “Cooling Off Period” as required under Rule 10b5-1, which are as follows as of the date of adoption of this Policy :
|
|
|
o |
for directors and officers that extends to the later of 90 days after adoption or modification of a Rule 10b5-1 trading plan or two (2) business days after filing the
Form 20-F or Form 6-K with financial results covering the fiscal quarter in which the Rule 10b5-1 trading plan was adopted, up to a maximum of 120 days; and
|
|
|
o |
for employees and any other persons, other than the Company, that extends 30 days after adoption or modification of a Rule 10b5-1 trading plan;
|
|
|
• |
for directors and officers, includes a representation in the Rule 10b5-1 trading plan that the directors or officers is (1) not aware of any material nonpublic
information about the Company or its securities; and (2) adopting the Rule 10b5-1 trading plan in good faith and not as part of a plan or scheme to evade Rule 10b-5;
|
|
|
• |
has been entered into in good faith at a time when the individual was not in possession of material nonpublic information about the Company and not otherwise in a
blackout period, and the person who entered into the Rule 10b5-1 trading plan has acted in good faith with respect to the Rule 10b5-1 trading plan;
|
|
|
• |
either (1) specifies the amounts, prices, and dates of all transactions under the Rule 10b5-1 trading plan; or (2) provides a written formula, algorithm, or computer
program for determining the amount, price, and date of the transactions, and (3) prohibits the individual from exercising any subsequent influence over the transactions; and
|
|
|
• |
complies with all other applicable requirements of Rule 10b5-1.
|
|
|
• |
not enter any order (except for orders under pre-approved Rule 10b5-1 trading plans) without first verifying with the Company that a transaction was pre-cleared and
complying with the brokerage firm’s compliance procedures (e.g., Rule 144); and
|
|
|
• |
report before the close of business on the day of the execution of the transaction to the Company in writing via e-mail to the Compliance Officer, and if receipt is
not verified in writing by the Company, also verify receipt by telephone, the complete details of every transaction (i.e., date, type of transaction, number of shares and price) involving the Company’s equity securities, including gifts,
transfers, pledges and all transactions under 10b5-1 and other trading plans.
|
|
|
(1) |
Registration Statement (Form S-8 No. 333-286197) pertaining to the 2021 Share Option Plan of Evogene Ltd.,
|
|
|
(2) |
Registration Statement (Form S-8 No. 333-259215) pertaining to the 2021 Share Option Plan of Evogene Ltd.,
|
|
|
(3) |
Registration Statement (Form S-8 No. 333-203856) pertaining to the 2013 Share Option Plan of Evogene Ltd.,
|
|
|
(4) |
Registration Statement (Form S-8 No. 333-201443) pertaining to the 2013 Share Option Plan of Evogene Ltd.,
|
|
|
(5) |
Registration Statement (Form S-8 No. 333-193788) pertaining to the 2013 Share Option Plan of Evogene Ltd.,
|
|
|
(6) |
Registration Statement (Form F-3 No. 333-277565) and related Prospectus of Evogene Ltd., and
|
|
|
(7) |
Post-Effective Amendment No. 2 to the Registration Statement (Form F-1 No. 333-282218) and related Prospectus of Evogene Ltd.;
|
|
/s/ Kost Forer Gabbay & Kasierer
|
|
A Member of EY Global
|