SEC Form POS AM filed by Evogene Ltd

Israel	2870	N/A
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

13 Gad Feinstein Street, Park Rehovot Rehovot 7638517, Israel Telephone: +972-8-931-1900 (Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)   Puglisi & Associates 50 Library Avenue, Suite 204 Newark, Delaware 19711   (302)-738-6680 (Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of all communications, including communications sent to agent for service, should be sent to:
Mike Rimon, Adv. Jonathan M. Nathan, Adv. Elad Ziv, Adv. Meitar | Law Offices 16 Abba Hillel Silver Rd. Ramat Gan 52506, Israel Tel: (+972) (3) 610-3100	Oded Har-Even, Esq. Howard E. Berkenblit, Esq. Sullivan & Worcester LLP 1251 Avenue of the Americas New York, NY 10020 Tel: 212.660.3000

ABOUT THIS PROSPECTUS	1
PROSPECTUS SUMMARY	2
THE OFFERING	3
RISK FACTORS	4
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	8
USE OF PROCEEDS	9
CAPITALIZATION	10
SELLING SHAREHOLDER	11
PLAN OF DISTRIBUTION	13
DESCRIPTION OF SHARE CAPITAL	15
EXPENSES	19
LEGAL MATTERS	19
EXPERTS	19
WHERE YOU CAN FIND ADDITIONAL INFORMATION	19
INFORMATION INCORPORATED BY REFERENCE	20
ENFORCEABILITY OF CIVIL LIABILITIES	21

	•	“Evogene,” “we,” “us,” “our,” “our company” and “the Company” refer to Evogene Ltd. and its consolidated subsidiaries, consisting of: Ag Plenus Ltd., or Ag Plenus; Biomica Ltd., or Biomica; Casterra Ag Ltd., or Casterra; Lavie Bio Ltd., or Lavie Bio; and their consolidated subsidiaries.
	•	“Articles” refers to our amended and restated articles of association, as currently in effect;
	•	“Companies Law” refers to the Israeli Companies Law, 5759-1999;
	•	“dollar” and “$” refer to U.S. dollars, the lawful currency of the United States;
	•	“Exchange Act” refers to the United States Securities Exchange Act of 1934, as amended;
	•	“Nasdaq” refers to the Nasdaq Capital Market;
	•	“NIS” refer to New Israeli Shekels, the lawful currency of the State of Israel;
	•	“ordinary shares” or “shares” refer to our ordinary shares, par value NIS 0.20 per share;
	•	“private placement” refers to the private placement in which we sold 1,692,308 Series A warrants and 1,692,308 Series B warrants to the Selling Shareholder, which was completed pursuant to the Securities Purchase Agreement on August 26, 2024;
	•	“registered direct offering” refers to the registered direct offering, to the Selling Shareholder, of 265,000 ordinary shares, together with pre-funded warrants to purchase up to 1,427,308 ordinary shares, which was completed pursuant to the Securities Purchase Agreement on August 26, 2024;
	•	“SEC” refers to the United States Securities and Exchange Commission;
	•	“Securities Act” refers to the United States Securities Act of 1933, as amended;
	•	“Securities Purchase Agreement” refers to the securities purchase agreement, dated as of August 23, 2024, by and between our company and the Selling Shareholder;
	•	“TASE” refer to the Tel Aviv Stock Exchange; and
	•	“2024 annual report” refer to our Annual Report on Form 20-F for the year ended December 31, 2024, which we filed with the SEC on March 27, 2025.

	•	our existing shareholders’ proportionate ownership interest in us will decrease;
	•	the relative voting strength of each previously outstanding ordinary share may be diminished; and
	•	the market price of our ordinary shares may decline.

	•	on an actual basis; and
	•	on a pro-forma basis to give effect to the issuance of an additional 3,384,616 ordinary shares issuable upon exercise of the ordinary warrants that were issued in the private placement that was completed on August 26, 2024.

		As of June 30, 2025
		Actual				Pro forma
		(unaudited)
		(U.S. Dollars, in thousands)
Cash and cash equivalents		$	8,329			$	20,344
Short-term bank deposits			3,362				3,362
Total liabilities		$	21,551			$	20,382
Equity:
ordinary shares, par value NIS 0.20 per share:
ordinary shares authorized (actual): 15,000,000
ordinary shares issued and outstanding (actual): 8,714,230
ordinary shares outstanding (pro forma): 12,098,846		$	488			$	689
Share premium and other capital reserve			277,083				290,066
Accumulated deficit			(281,121	)			(283,504	)
Equity attributable to equity holders of the Company			(3,550	)			7,251
Non-controlling interests			15,925				15,925
Total equity		$	12,375			$	23,176
Total capitalization and indebtedness		$	33,926			$	43,558

	•	735,602 ordinary shares issuable upon the exercise of outstanding options, at a weighted average exercise price of $12.33 per ordinary share;
	•	12,680 ordinary shares issuable upon the vesting and settlement of outstanding RSUs; and
	•	126,666 ordinary shares reserved for future issuance under our incentive plans.

Selling Shareholder			Total Number of Ordinary Shares Owned Prior to the Date of This Prospectus (1)				Total Number of Ordinary Shares Underlying the Ordinary Warrants Owned as of the Date of This Prospectus				Percentage of Outstanding Ordinary Shares Owned as of the Date of This Prospectus (2)				Maximum Number of Ordinary Shares Which May Be Sold in This Offering (3)				Percentage of Outstanding Ordinary Shares Which May Be Sold in This Offering(4)				Number of Ordinary Shares Owned Following This Offering (5)				Percentage of Outstanding Ordinary Shares Owned Following This Offering(2)
Armistice Capital, LLC (6)				-				3,384,616				28.0	%			3,384,616				28.0	%			-				0	%
(1)			Does not include the 3,384,616 ordinary shares underlying the 3,384,616 ordinary warrants issued to the Selling Shareholder in the August 2024 private placement (the shares underlying those ordinary warrants are instead reflected in the next column - “Total Number of Ordinary Shares Underlying the Ordinary Warrants Owned as of the Date of This Prospectus”).
(2)			Percentage ownership is based on 8,716,410 outstanding ordinary shares as of September 1, 2025, while also including as outstanding for purposes of calculating such percentage, an additional 3,384,616 ordinary shares underlying ordinary warrants held by the Selling Shareholder, which are also currently exercisable. In actuality, under the terms of the ordinary warrants, the Selling Shareholder may not hold more than 4.99% of the total issued and outstanding ordinary shares of the Company at any given time.
(3)			Consists of the 3,384,616 ordinary shares underlying ordinary warrants held by the Selling Shareholder (all of which were issued in the private placement to the Selling Shareholder in August 2024).
(4)			The percentage of outstanding ordinary shares which may be sold in this offering considers, as outstanding ordinary shares, the 3,384,616 ordinary shares underlying the ordinary warrants, which ordinary shares may be sold in this offering.
(5)			Assumes that the Selling Shareholder will sell all of the 3,384,616 ordinary shares underlying the ordinary warrants that may be sold pursuant to this prospectus. In actuality, under the terms of the ordinary warrants, the Selling Shareholder may not exercise those warrants to the extent it would cause the Selling Shareholder to hold more than 4.99% of the total issued and outstanding ordinary shares of the Company at that time.
(6)			The ordinary shares of the Company appearing in this row (including ordinary shares issuable upon exercise of ordinary warrants) are directly held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company, or the “Master Fund”, and may be deemed to be indirectly beneficially owned by: (i) Armistice Capital, LLC, or “Armistice Capital”, as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital. Each of Armistice Capital and Mr. Boyd disclaims beneficial ownership of the subject ordinary shares except to the extent of its or his (as applicable) respective pecuniary interests therein.

	•	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
	•	block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;
	•	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
	•	an exchange distribution in accordance with the rules of the applicable exchange;
	•	privately negotiated transactions;
	•	short sales effected after the effective date of the registration statement of which this prospectus forms a part;
	•	through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
	•	broker-dealers may agree with the Selling Shareholder to sell a specified number of such shares at a stipulated price per share;
	•	a combination of any such methods of sale; and
	•	any other method permitted pursuant to applicable law.

SEC registration fee(1)		$	1,431.27
Legal fees and expenses		$	41,000
Accounting fees and expenses		$	15,000
Miscellaneous		$	1,500
Total		$	58,931.27

(1)

SEC registration fee was paid in connection with the initial filing of Registration Statement on Form F-1 (File No. 333-282218).

	•	our annual report on Form 20-F (SEC file number 001-36187) for the fiscal year ended December 31, 2024, filed with the SEC on March 27, 2025 (the “2024 Annual Report”);
	•	the Company’s reports of foreign private issuer on Form 6-K (including exhibits thereto, except as indicated below) furnished to the SEC on each of the following dates:   •          April 21, 2025 (excluding Exhibit 99.1) •          May 21, 2025 (solely the GAAP financial statements tables contained in the press release serving as Exhibit 99.1), •          June 5, 2025 •          June 17, 2025 •          July 8, 2025 (excluding Exhibit 99.1) •          July 17, 2025 •          August 11, 2025 •          August 18, 2025 •          August 19, 2025 (solely the GAAP financial statements tables contained in the press release serving as Exhibit 99.1); and •          September 30, 2025
	•	the description of our ordinary shares contained in Form 8-A, File No. 001-36187, filed with the SEC on December 29, 2016, as supplemented by Exhibit 2.1 to the 2024 Annual Report.

•

the judgments are obtained after due process before a court of competent jurisdiction, according to the laws of the state in which the judgment is given and the rules of private international law currently prevailing in Israel;

•

the prevailing law of the foreign state in which the judgments were rendered allows the enforcement of judgments of Israeli courts (however, the Israeli courts may waive this requirement following a request by the attorney general);

•

adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard and to present his or her evidence;

•

the judgments are not contrary to public policy, and the enforcement of the civil liabilities set forth in the judgments does not impair the security or sovereignty of the State of Israel;

•

the judgments were not obtained by fraud and do not conflict with any other valid judgment in the same matter between the same parties;

•

an action between the same parties in the same matter is not pending in any Israeli court at the time the lawsuit is instituted in the foreign court; and

•

the obligations under the judgment are enforceable according to the laws of the State of Israel and according to the law of the foreign state in which the relief was granted.

•

a financial liability imposed on him or her in favor of another person pursuant to a judgment, including a 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 above-mentioned foreseen events and amount or criteria;

•

reasonable litigation expenses, including attorneys’ fees, incurred by the office holder: (i) 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 (A) no indictment was filed against such office holder as a result of such investigation or proceeding; and (B) 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 (ii) in connection with a monetary sanction; 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.

•

a breach of the duty of loyalty to the company, provided that the office holder acted in good faith and had a reasonable basis to believe that the act would not harm the company;

•

a breach of duty of care to the company or to a third party, to the extent such a breach arises out of the negligent conduct of the office holder; and

•

a financial liability imposed on the office holder in favor of a third party.

•

any breach of duty of care to us or to a third party;

•

any other action which is permitted by law to insure an office holder against;

•

any expenses incurred and/or paid by the office holder in connection with an administrative enforcement procedure under any applicable law, including the Efficiency of Enforcement Procedures in the Securities Authority Law (legislation amendments), 5771-2011, and the Israeli Securities Law, which we refer to as an Administrative Enforcement Procedure, and including reasonable litigation expenses and attorney fees; and

•

any financial liability in favor of a victim of a felony pursuant to Section 52ND of the Israeli Securities Law.

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a breach of the duty of loyalty, except for indemnification and insurance for a breach of the duty of loyalty to the company to the extent that the office holder acted in good faith and had a reasonable basis to believe that the act would not harm the company;

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a breach of duty of care committed intentionally or recklessly, excluding a breach arising solely out of the negligent conduct of the office holder;

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an act or omission committed with intent to derive illegal personal benefit; or

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a civil or administrative fine or forfeit levied against the office holder.

Number Description of Exhibits
3.1	Third Amended and Restated Articles of Association of the Registrant
4.1	Form of Series A Warrant (incorporated by reference to Exhibit 4.1 to Evogene’s Report of Foreign Private Issuer on Form 6-K, furnished to the SEC on August 23, 2024)
4.2	Form of Series B Warrant (incorporated by reference to Exhibit 4.2 to Evogene’s Report of Foreign Private Issuer on Form 6-K, furnished to the SEC on August 23, 2024)
5.1	Opinion of Meitar Law Offices, Israeli counsel to Evogene (incorporated by reference to Exhibit 5.1 to Evogene’s Registration Statement on Form F-1 (Registration No. 333-282218), filed with the SEC on September 19, 2024, that is being amended by this Post-Effective Amendment).
10.1	Securities Purchase Agreement, dated as of August 23, 2024, by and between Evogene and Armistice Capital Master Fund Ltd., as purchaser (incorporated by reference to Exhibit 10.1 to Evogene’s Report of Foreign Private Issuer on Form 6-K, furnished to the SEC on August 23, 2024)
10.2	Form of Indemnification Agreement (incorporated by reference to Exhibit 10.9 to Evogene’s Registration Statement on Form F-1, as amended (Registration No. 333-191315))
10.3	Evogene Share Option Plan (2002) (incorporated by reference to Exhibit 10.10 to Evogene’s Registration Statement on Form F-1, as amended (Registration No. 333-191315))
10.4	Evogene Ltd. Key Employee Share Incentive Plan, 2003 (incorporated by reference to Exhibit 10.11 to Evogene’s Registration Statement on Form F-1, as amended (Registration No. 333-191315))
10.5	Evogene Ltd. 2013 Share Option Plan (incorporated by reference to Exhibit 10.12 to Evogene’s Registration Statement on Form F-1, as amended (Registration No. 333-191315))
10.6	2015 U.S. Addendum to Evogene Ltd. 2013 Share Option Plan (incorporated by reference to Exhibit A to the proxy statement for Evogene’s special general meeting of shareholders held on March 15, 2016, annexed as Exhibit 99.1 to Evogene’s Report of Foreign Private Issuer on Form 6-K, furnished to the SEC on February 4, 2016)
10.7	Evogene Ltd. 2021 Share Incentive Plan (incorporated by reference to Appendix B of Exhibit 99.2 to Evogene’s Report of Foreign Private Issuer on Form 6-K, furnished to the SEC on June 23, 2021)
10.8	Evogene Ltd. Officers Compensation Policy (incorporated by reference to Appendix A of Exhibit 99.2 to Evogene’s Report of Foreign Private Issuer on Form 6-K, furnished to the SEC on April 30, 2024)
10.9	Sales Agreement, dated March 28, 2024, by and between Evogene and Lake Street Capital Markets, LLC (incorporated by reference to Exhibit 10.1 to Evogene’s Report of Foreign Private Issuer on Form 6-K, furnished to the SEC on March 28, 2024)
10.10	Share Purchase Agreement dated December 21, 2022 by and among Biomica Ltd., Evogene Ltd. and Shanghai Healthcare Capital (incorporated by reference to Exhibit 4.9 to Evogene’s Annual Report on Form 20-F for the year ended December 31, 2022, filed with the SEC on March 30, 2023)*
10.11	Master Supply Agreement for Supply of Castor Planting Seeds between Casterra Ag Ltd. and ENI dated June 2, 2023 (incorporated by reference to Exhibit 4.12 to Evogene’s Annual Report on Form 20-F for the year ended December 31, 2023, filed with the SEC on March 28, 2024)*
10.12	Securities Purchase Agreement dated as of July 17, 2023, by and between Evogene Ltd. and the purchasers therein. (incorporated by reference to Exhibit 10.1 to Evogene’s Report of Foreign Private Issuer on Form 6-K, furnished to the SEC on July 17, 2023)
10.13	Placement Agency Agreement, dated July 17, 2023, by and between Evogene Ltd. and A.G.P./Alliance Global Partners (incorporated by reference to Exhibit 10.2 to Evogene’s Report of Foreign Private Issuer on Form 6-K, furnished to the SEC on July 17, 2023)
10.14	Placement Agency Agreement, dated August 23, 2024, by and between Evogene Ltd. and A.G.P./Alliance Global Partners (incorporated by reference to Exhibit 10.2 to Evogene’s Report of Foreign Private Issuer on Form 6-K, furnished to the SEC on August 23, 2024).
21.1	List of subsidiaries of Evogene (incorporated by reference to Exhibit 8.1 to Evogene’s Annual Report on Form 20-F for the year ended December 31, 2024, filed with the SEC on March 27, 2025)
23.1	Consent of Kost Forer Gabbay & Kasierer, a Member of EY Global Consent of Kost Forer Gabbay and Kasierer, a member of Ernst & Young Global, independent registered public accounting firm
23.2	Consent of Meitar Law Offices (included in Exhibit 5.1).
24.1	Power of Attorney (contained on signature page to Evogene’s Registration Statement on Form F-1 (Registration No. 333-282218), filed with the SEC on September 19, 2024)
107	Calculation of Filing Fee Table (incorporated by reference to Exhibit 107 to Evogene’s Registration Statement on Form F-1 (Registration No. 333-282218), filed with the SEC on September 19, 2024).

(1)	To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2)

That, for the purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)

To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements.

(5)

That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

	(i)	Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
	(ii)	Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
	(iii)	The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
	(iv)	Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(8)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

	By:	/s/ Ofer Haviv
	Name:	Ofer Haviv
	Title:	President and Chief Executive Officer

Signature		Title		Date
*		Chairman of the Board of Directors		September 30, 2025
Nir Nimrodi
*		Director and Chief Executive Officer and President		September 30, 2025
Ofer Haviv		(Principal Executive Officer)
/s/ Yaron Eldad		Chief Financial Officer		September 30, 2025
Yaron Eldad		(Principal Financial and Accounting Officer)
*		Director		September 30, 2025
Dan Falk
*		Director		September 30, 2025
Sarit Firon
*		Director		September 30, 2025
Dr. Adrian Percy
*		Director		September 30, 2025
Leon Y. Recanati

Puglisi & Associates

By:	/s/ Donald J. Puglisi
Name:	Donald J. Puglisi
Title:	Managing Director, Puglisi & Associates