Foreign Filer Report • May 23, 2024
Foreign Filer Report
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2024
Commission File Number: 001-36187
(Translation of Registrant 's Name into English)
Rehovot 7638517, Israel (Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ┒ Form 40-F ┐
On May 23, 2024, Evogene Ltd. ("Evogene") announced its financial results for the first quarter ended March 31, 2024. A Copy of the press release announcing those results is furnished as Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6 -K (this "Form 6-K") and is incorporated herein by reference.
Evogene is holding a conference call on May 23, 2024 to discuss its quarterly results for the quarter ended March 31, 2024 and, in connection with that call, will make available to its investors a slide presentation to provide additional information regarding its business and its financial results. That slide presentation is attached as Exhibit 99.2 to this Form 6-K and is incorporated herein by reference.
The GAAP financial statements tables contained in the press release attached as Exhibit 99.1 to this Form 6-K are incorporated by reference in the registration statements on Form F-3 (Securities and Exchange Commission ("SEC") File No. 333-277565), and Form S-8 (SEC File Nos. 333-193788, 333-201443, 333-203856 and 333-259215) of Evogene, and will be a part thereof from the date on which this Form 6-K is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
EVOGENE LTD. (Registrant)
Date: May 23, 2024 By: /s/ Yaron Eldad Yaron Eldad Chief Financial Officer
EXHIBIT INDEX

Conference call and webcast: today, May 23, 2024, 9:00 am ET
Rehovot, Israel – May 23, 2024 – Evogene Ltd. (Nasdaq: EVGN, TASE: EVGN), a leading computational biology company aiming to revolutionize the development of life-science-based products, today announced its financial results for the first quarter period ended March 31, 2024.
Mr. Ofer Haviv, Evogene's President and CEO, stated: "Evogene's mission is to direct and accelerate the development of life-science based products. During the past years we developed three innovative AI tech-engines addressing the main development challenges of 3 life-science based product categories:
Our AI tech-engines were structured to be compatible with the tremendous potential of various market segments and not limited to only one specific segment.
In order to capture the value of our AI tech-engines, our business strategy is to establish diverse collaborative partnerships through licensing or collaboration, with expert partners in specific fields that complement our technology. Together, we'll develop novel products, aiming for full or partial ownership upon project completion.
This approach maximizes the potential of our AI tech-engines, while reducing financial and development risks. We believe this strategy holds the potential for groundbreaking innovations and significant financial gains for Evogene.
Today, Evogene has 4 subsidiary companies, and diverse engagements with leading companies in additional market segments, not covered by our subsidiaries.
I am very pleased to share with you the main achievements made by Evogene and its subsidiaries from the beginning of the year."
Casterra Ag Ltd. – focuses on developing an integrated solution to enable large-scale commercial cultivation of castor to address the global demand for stable castor oil supply, mainly for the biodiesel industry. Casterra is utilizing GeneRator AI tech engine to direct and accelerate the development of its unique elite castor seed varieties.
Biomica Ltd. - a clinical-stage biopharmaceutical company developing innovative microbiome-based therapeutics, utilizing Evogene's MicroBoost AI tech-engine.
Lavie Bio Ltd. - a leading ag-biologicals company that develops microbiome-based, computational-driven novel bio-stimulant and bio-pesticide products, utilizing Evogene's MicroBoost AI tech -engine.
AgPlenus Ltd. - a global leader in computational design and development of novel sustainable crop protection products, utilizing Evogene's ChemPass AI tech-engine.
Cash Position: As of March 31, 2024, Evogene held consolidated cash, cash equivalents, and short-term bank deposits of approximately \$26.6 million, compared to approximately \$31.1 million as of December 31, 2023. The consolidated cash usage during the Q1 2024 was approximately \$4.5 million. Excluding Lavie Bio and Biomica, Evogene and its other subsidiaries used approximately \$3.4 million in cash. Projected cash usage for 2024, excluding Lavie Bio and Biomica, is expected to be around \$8.0 million, marking a notable 36% decrease from approximately \$12.5 million in 2023.
Revenue: Revenues for the first quarter of 2024 were approximately \$4.2 million, a significant increase from approximately \$0.6 million in the same period the previous year. This growth was primarily driven by revenues recognized from Lavie Bio's licensing agreement with Corteva and AgPlenus's new collaboration with Bayer. Evogene anticipates continued revenue growth in 2024 compared to the previous year, mainly in the second half of 2024 based on Casterra's forecast for seed-order supply.
R&D Expenses: Research and development expenses for the first quarter of 2024 were stable at approximately \$4.8 million, net of non-refundable grants, consistent with the same period in the previous year.
Sales and Marketing Expenses: These expenses increased to \$992 thousand in the first quarter of 2024 compared to \$800 thousand in the same period of the previous year. The increase was driven by heightened sales and marketing activities for Casterra's elite seed varieties and Lavie Bio's first commercial product, YalosTM.
General and Administrative Expenses: General and administrative expenses rose to approximately \$1.7 million in the first quarter of 2024, compared to approximately \$1.5 million in the same period of the previous year, mainly due to non-cash compensation for subsidiary CEOs.
Other Expenses: The decision to cease Canonic's operations resulted in recording other expenses of approximately \$0.5 million, mainly due to impairment of fixed assets.
Operating Loss: The operating loss for the first quarter of 2024 was approximately \$4.1 million, a decrease from \$6.8 million in the same period of the previous year, mainly due to increased revenues.
Financing Income: Financing income net for the first quarter of 2024 was \$241 thousand, compared to financing expenses net of \$230 thousand in the same period of the previous year. This improvement was primarily due to increased interest income and revaluation of convertible SAFE.
Net Loss: The net loss for the first quarter of 2024 was approximately \$3.8 million, compared to approximately \$7.0 million in the same period last year. The \$3.2 million decrease in net loss was primarily due to increased revenues and financial income, partially offset by the one-time \$519 thousand other expenses related to ceasing Canonic's operations.
*** Conference Call & Webcast Details: Thursday, May 23, 2024. 9:00 AM EST 4:00 PM IDT To join the Zoom conference, please register in advance here
Or join via audio
US: +1 253 215 8782 or +1 301 715 8592 or +1 305 224 1968 or +1 309 205 3325 or +1 312 626 6799 or +1 346 248 7799 or +1 360 209 5623 or +1 386 347 5053 or +1 507 473 4847 or +1 564 217 2000 or +1 646 558 8656 or +1 646 931 3860 or +1 669 444 9171 or +1 689 278 1000 or +1 719 359 4580 or +1 720 707 2699 or +1 253 205 0468
More International numbers 871 1216 5951
Webcast & Presentation link available at: https://evogene.com/investor-relations/
Evogene Ltd. (Nasdaq: EVGN, TASE: EVGN) is a computational biology company leveraging big data and artificial intelligence, aiming to revolutionize the development of life-science based products by utilizing cutting-edge technologies to increase the probability of success while reducing development time and cost. Evogene established three unique tech-engines – MicroBoost AI, ChemPass AI and GeneRator AI. Each tech-engine is focused on the discovery and development of products based on one of the following core components: microbes
(MicroBoost AI), small molecules (ChemPass AI), and genetic elements (GeneRator AI). Evogene uses its tech-engines to develop products through strategic partnerships and collaborations, and its four subsidiaries including:
Biomica Ltd. (www.biomicamed.com) – developing and advancing novel microbiome-based therapeutics to treat human disorders powered by MicroBoost AI;
Lavie Bio (www.lavie-bio.com) developing and commercially advancing, microbiome based ag-biologicals powered by MicroBoost AI;
For more information, please visit: www.evogene.com.
This press release contains "forward-looking statements" relating to future events. These statements may be identified by words such as "may", "could", "expects", "hopes" "intends", "anticipates", "plans", "believes", "scheduled", "estimates", "demonstrates" or words of similar meaning. For example, Evogene and its subsidiaries are using forward-looking statements in this press release when they discuss Evogene's strategy, its anticipated growth in 2024, projected 2024 cash usage, expected annualized savings from ceasing Canonic's operations, Casterra's ability to supply all existing purchase orders by the end of 2024 and providing additional inventory, the success of Biomica's microbiome-based drugs in future trials, the results of the validation trials of Lavie Bio with Bayer, the anticipated revenues from sale of Yalos, Ag Plenus receipt of milestone and royalty payments from Bayer and Ag Plenus ability to reach commercial-level products in its project with Corteva. Such statements are based on current expectations, estimates, projections and assumptions, describe opinions about future events, involve certain risks and uncertainties which are difficult to predict and are not guarantees of future performance. Therefore, actual future results, performance, or achievements of Evogene and its subsidiaries may differ materially from what is expressed or implied by such forward-looking statements due to a variety of factors, many of which are beyond the control of Evogene and its subsidiaries, including, without limitation, the current war between Israel, Hamas and Hezbollah and any worsening of the situation in Israel such as further mobilizations or escalation in the northern border of Israel, and those risk factors contained in Evogene's reports filed with the applicable securities authority. In addition, Evogene and its subsidiaries rely, and expect to continue to rely, on third parties to conduct certain activities, such as their field trials and pre-clinical studies, and if these third parties do not successfully carry out their contractual duties, comply with regulatory requirements or meet expected deadlines, Evogene and its subsidiaries may experience significant delays in the conduct of their activities. Evogene and its subsidiaries disclaim any obligation or commitment to update these forward-looking statements to reflect future events or developments or changes in expectations, estimates, projections and assumptions.
Rachel Pomerantz Gerber, Head of Investor Relations at Evogene Email: [email protected] Tel: +972-8-9311901
| As of March 31, As of December 31, 2024 2023 Unaudited Audited CURRENT ASSETS: Cash and cash equivalents \$ 11,915 \$ 20,772 Short-term bank deposits 14,698 10,291 Trade receivables 539 357 Other receivables and prepaid expenses 3,154 2,973 Inventories 716 31,022 34,469 LONG-TERM ASSETS: |
|---|
| Long-term deposits and other receivables 26 |
| Investment accounted for using the equity method 133 |
| Right-of-use-assets 879 980 |
| Property, plant and equipment, net 1,796 2,455 |
| Intangible assets, net 12,924 13,169 |
| 15,758 16,632 |
| \$ 46,780 \$ 51,101 |
| CURRENT LIABILITIES: |
| Trade payables \$ 1,041 \$ 1,785 |
| Employees and payroll accruals 2,432 2,537 |
| Lease liability 715 853 |
| Liabilities in respect of government grants 561 388 |
| Deferred revenues and other advances 416 362 |
| Other payables 964 1,019 |
| 6,129 6,944 |
| LONG-TERM LIABILITIES: |
| Lease liability 286 285 |
| Liabilities in respect of government grants 4,237 4,426 |
| Deferred revenues and other advances 402 393 |
| Convertible SAFE 10,343 10,368 |
| 15,268 15,472 |
| SHAREHOLDERS' EQUITY: |
| Ordinary shares of NIS 0.02 par value: |
| Authorized − 150,000,000 ordinary shares; Issued and outstanding – 50,623,278 shares as of March 31, 2024 and 50,584,888 shares as of December 31, 2023 286 286 |
| Share premium and other capital reserve 269,452 269,353 |
| Accumulated deficit (261,449) (257,586) |
| Equity attributable to equity holders of the Company 8,289 12,053 |
| Non-controlling interests 17,094 16,632 |
| Total equity 25,383 28,685 |
| \$ 46,780 \$ 51,101 |
U.S. dollars in thousands (except share and per share amounts)
| Three months ended March 31, |
Year ended December 31, |
||||
|---|---|---|---|---|---|
| 2024 2023 |
2023 | ||||
| Unaudited | Audited | ||||
| Revenues | \$ 4,190 \$ |
641 | \$ | 5,640 | |
| Cost of revenues | 310 | 322 | 1,692 | ||
| Gross profit | 3,880 | 319 | 3,948 | ||
| Operating expenses: | |||||
| Research and development, net | 4,801 | 4,800 | 20,777 | ||
| Sales and marketing | 992 | 800 | 3,611 | ||
| General and administrative | 1,654 | 1,515 | 6,068 | ||
| Other expenses | 519 | - | - | ||
| Total operating expenses, net | 7,966 | 7,115 | 30,456 | ||
| Operating loss | (4,086) | (6,796) | (26,508) | ||
| Financing income | 407 | 308 | 1,486 | ||
| Financing expenses | (166) | (538) | (965) | ||
| Financing income (expenses), net | 241 | (230) | 521 | ||
| Loss before taxes on income | (3,845) | (7,026) | (25,987) | ||
| Tax benefit | - | (45) | (33) | ||
| Loss | \$ (3,845) \$ |
(6,981) | \$ | (25,954) | |
| Attributable to: | |||||
| Equity holders of the Company | (3,863) | (6,271) | (23,879) | ||
| Non-controlling interests | 18 | (710) | (2,075) | ||
| \$ (3,845) \$ |
(6,981) | \$ | (25,954) | ||
| Basic and diluted loss per share, attributable to equity holders of the Company | \$ (0.08) \$ |
(0.15) | \$ | (0.52) | |
| Weighted average number of shares used in computing basic and diluted loss per share | 50,622,922 | 41,489,001 | 45,685,619 | ||
| U.S. dollars in thousands | |
|---|---|
| --------------------------- | -- |
| Three months ended March 31, |
Year ended December 31, |
||||
|---|---|---|---|---|---|
| 2024 2023 |
2023 | ||||
| Unaudited | Audited | ||||
| Cash flows from operating activities: | |||||
| Loss | \$ (3,845) |
\$ | (6,981) | \$ | (25,954) |
| Adjustments to reconcile loss to net cash used in operating activities: | |||||
| Adjustments to the profit or loss items: | |||||
| Depreciation | 426 | 401 | 1,641 | ||
| Amortization of intangible assets | 245 | 240 | 971 | ||
| Share-based compensation | 539 | 418 | 1,877 | ||
| Revaluation of convertible SAFE | (25) | 194 | 254 | ||
| Net financing income | (194) | (54) | (666) | ||
| Loss (gain) from sale and impairment of property, plant | |||||
| and equipment | 519 | (26) | (26) | ||
| Tax benefit | - | (45) | (33) | ||
| 1,510 | 1,128 | 4,018 | |||
| Changes in asset and liability items: | |||||
| Decrease (increase) in trade receivables | (182) | 98 | (9) | ||
| Increase in other receivables | (179) | (291) | (1,445) | ||
| Decrease (increase) in inventories | (640) | (25) | 490 | ||
| Decrease in deferred taxes | - | 94 | 94 | ||
| Increase (decrease) in trade payables | (685) | 121 | 742 | ||
| Increase (decrease) in employees and payroll accruals | (105) | 55 | 550 | ||
| Decrease in other payables | (61) | (553) | (534) | ||
| Increase (decrease) in deferred revenues and other advances | (71) | 8 | (288) | ||
| (1,923) | (493) | (400) | |||
| Cash received (paid) during the year for: | |||||
| Interest received | 171 | 138 | 905 | ||
| Interest paid | (23) | (36) | (115) | ||
| Taxes paid | - | - | (31) | ||
| Net cash used in operating activities | \$ (4,110) |
\$ | (6,244) | \$ | (21,577) |
U.S. dollars in thousands
Three months ended March 31, 2024 2023 Unaudited Year ended December 31, 2023 Audited Cash flows from investing activities: Purchase of property, plant and equipment Proceeds from sale of marketable securities Purchase of marketable securities Proceeds from sale of property, plant and equipment Investment in bank deposits, net \$ (141) - - 10 (4,231) \$ (359) 637 - 26 - \$ (785) 6,924 (503) 26 (10,200) Net cash provided by (used in) investing activities (4,362) 304 (4,538) Cash flows from financing activities: Issuance of a subsidiary preferred shares to non-controlling interests Proceeds from issuance of ordinary shares, net of issuance expenses Repayment of lease liability Proceeds from government grants Repayment of government grants - 3 (231) - (139) - 268 (206) 26 (35) 9,523 8,449 (836) 1,089 (73) Net cash provided by (used in) financing activities (367) 53 18,152 Exchange rate differences - cash and cash equivalent balances (18) (93) (245) Decrease in cash and cash equivalents (8,857) (5,980) (8,208) Cash and cash equivalents at the beginning of the period 20,772 28,980 28,980 Cash and cash equivalents at the end of the period \$ 11,915 \$ 23,000 \$ 20,772 Significant non-cash activities Acquisition of property, plant and equipment \$ 22 \$ 69 \$ 81 Investment in equity-accounted investee with corresponding deferred revenues 133 - - Increase of right-of-use asset recognized with corresponding lease liability \$ 130 \$ 71 \$ 194

Exhibit 99.2
This presentation contains "forward-looking to fiture events, and Evogene Ltd. (the "Company"), may from time to time make other statements, regarding our outlook or expectations for financial or operating results and/or other matters regarding or affecting us that are considered "forward-looking statements" as defined in the U.S. Private Securities Litication Reform Act of 1995 (the "PSLRA") and other securities laws, as anended. Statements that are not statemay be deemed to be forward-looking statements. Such forward-looking statements may be identified by the use of such words as "believ", "anticipate", "should", "planned", "intend" and "potential" or words of similar meaning. We are using forward-looking statements in this presentation when we discuss our value drivers and tining, product development and launches, estimated market sizes and milestones, pipeline, as well as our capabilities and technology.
Such statements are based on current expections and assumptions, describe opinions about future events, involve certain risks and uncertainties which are difficult to predict of future performance. Readers are cautioned that certain important factors may affect the Company's actual results and could case such results to differ materially from any forward-hoking statements that may be made in this presentation. Therefore, actual future results, and trends in the future may differ materially from what is expressed or implied by such forward-looking statements due to a variety of factors, many of which are beyond our control, including, without linitation, the current war between Israel. Hamas and Hezbollah and any worsening of the situation or escalation in the northern border of Israel and those described in Evonene's Annual Report on Errm 20-F and in other information Evonene files and furnishes with the Israe Securities Authority and the U.S. Securities and Exchange Commission, including those factors under the heading "Risk Factors".
Except as required by applicable securities laws, we disdaim any obligation or conmitment to update in this presentation or to publicy release the results of any statements that may be made to reflect future events or developments or changes in expectations, estimates, projections and assumptions.
The information contained herein does not constitute a prospectus or other offering document, nor does it constitute or offer to sell, or any solicitation of any invitation or offer to pay securities of Evogene or the Company, nor shall the information or any part of it or the fact of its distribution form the basis of or be relied on in contract, commitment or relating thereto or to the securities of Evogene or the Company.
The trademarks included herein are the property of the owners thereof and are used for reference purposes only. Such use should not be onstrued as an endorsement of our products or services.
evogene

evogene -
CEO Update / By Ofer Haviv
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CFO Update / By Yaron Eldad
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evogene
evogene

evogene -
CEO Update / By Ofer Haviv
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CEO Update / By Ofer Haviv · Financial & Business Highlights · Evogene Overview · Subsidiaries' Achievements CFO Update / By Yaron Eldad Q&A

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evogene -
CEO Update / By Ofer Haviv · Financial & Business Highlights · Evogene Overview · Subsidiaries' Achievements - CFO Update / By Yaron Eldad
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Q&A
| As of March 31. 2024 |
As of December 31. 2023 |
||||
|---|---|---|---|---|---|
| Unaudited | Audited | ||||
| CURRENT ASSETS: | |||||
| Cash and cash equivalents | 5 | 11.915 | S | 20,772 | |
| Short-term bank deposits | 14.698 | 10,291 | |||
| Trade receivables | ਵੇ ਤੇ ਹੋ | 357 | |||
| Other receivables and prepaid expenses | 3.154 | 2,973 | |||
| Inventories | 716 | 76 | |||
| 31.022 | 34.469 | ||||
| LONG-TERM ASSETS: | |||||
| Long-term deposits and other receivables | 26 | 28 | |||
| Investment accounted for using the equity method | 133 | ||||
| Right-of-use-assets | 879 | 980 | |||
| Property, plant and equipment, net | 1,796 | 2,455 | |||
| Intangible assets, net | 12.924 | 13.169 | |||
| 15.758 | 16.632 | ||||
| S | 46.780 | S | 51.101 |
| As of March 31, 2024 |
As of December 31. 2023 |
|||
|---|---|---|---|---|
| Unaudited | Audited | |||
| CURRENT LIABILITIES: | ||||
| Trade payables | S 1.041 |
S 1.785 |
||
| Employees and payroll accruals | 2.432 | 2.537 | ||
| Lease liability | 715 | 853 | ||
| Liabilities in respect of government grants | 561 | 388 | ||
| Deferred revenues and other advances | 416 | 362 | ||
| Other payables | 964 | 1,019 | ||
| 6.129 | 6,944 | |||
| LONG-TERM LIABILITIES. | ||||
| Lease liability | 286 | 285 | ||
| Liabilities in respect of government grants | 4.237 | 4.426 | ||
| Deferred revenues and other advances | 402 | 393 | ||
| Convertible SAFE | 10.343 | 10.368 | ||
| 15.268 | 15.472 | |||
| SHAREHOLDERS' EQUITY: | ||||
| Equity attributable to equity holders of the Company | 8.289 | 12,053 | ||
| Non-controlling interests | 17.094 | 16.632 | ||
| Total equity | 25,383 | 28 685 | ||
| S 46.780 |
S 51.101 |
| Three months ended March 31. |
Year ended December 31, |
|||
|---|---|---|---|---|
| 2024 | 2023 | 2023 | ||
| Unaudited | Audited | |||
| Revenues | S 4,190 |
S 641 |
S 5.640 |
|
| Cost of revenues | 310 | 322 | 1,692 | |
| Gross profit | 3,880 | 319 | 3,948 | |
| Operating expenses: | ||||
| Research and development, net | 4,801 | 4.800 | 20,777 | |
| Sales and marketing | 992 | 800 | 3,611 | |
| General and administrative | 1,654 | 1.515 | 6.068 | |
| Other expenses | 519 | |||
| Total operating expenses, net | 7.966 | 7.115 | 30,456 | |
| Operating loss | (4,086) | (6,796) | (26,508) | |
| Financing income | 407 | 308 | 1,486 | |
| Financing expenses | (166) | (538) | (965) | |
| Financing income (expenses), net | 241 | (230) | 521 | |
| Loss before taxes on income | (3.845) | (7.026) | (25,987) | |
| Tax benefit | (42) | (33) | ||
| Loss | లు (3,845) |
S (6,981) |
S (25,954) |

evogene -
CEO Update / By Ofer Haviv
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