Evogene Ltd.

Quarterly Report • Sep 16, 2020

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934

For the month of September 2020

Commission File Number: 001-36187

EVOGENE LTD.

(Translation of registrant's name into English)

13 Gad Feinstein Street Park Rehovot P.O.B 2100 Rehovot 7612002 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 ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): N/A

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): N/A

Explanatory Note

This Report of Foreign Private Issuer on Form 6-K (this "Form 6-K") is being furnished by Evogene Ltd. ("Evogene") to the Securities and Exchange Commission (the "SEC") for the sole purposes of: (i) furnishing, as Exhibit 99.1 to this Form 6-K, unaudited condensed consolidated financial statements of Evogene as of and for the six-month period ended June 30, 2020; and (ii) furnishing, as Exhibit 99.2 to this Form 6-K, Management's Discussion and Analysis of Financial Condition and Results of Operations, which discusses and analyzes Evogene's financial condition and results of operations as of and for the six-month period ended June 30, 2020.

The following exhibits are furnished as part of this Form 6-K:

Exhibit No.	Description
99.1	Unaudited Condensed Consolidated Financial Statements for the Six Months Ended June 30, 2020

99.2 Management's Discussion and Analysis of Financial Condition and Results of Operations

101 Interactive data files pursuant to Rule 405 of Regulation S-T: (i) Consolidated Interim Statements of Financial Position, (ii) Consolidated Interim Statements of Profit or Loss, (iii) Consolidated Interim Statements of Changes in Equity; (iv) Consolidated Interim Statements of Cash Flows, and (v) Notes to Interim Consolidated Financial Statements

Exhibit 99.1 and 99.2 to this Report on Form 6-K shall be deemed to be incorporated by reference into Evogene's registration statements on Form F-3 (File No. 333-240249) and Form S-8 (File No.'s 333-193788, 333-201443 and 333-203856).

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.

By: /s/ Dorit Kreiner Name: Dorit Kreiner

Title: Chief Financial Officer

Date: September 15, 2020

Exhibit 99.1

EVOGENE LTD. AND ITS SUBSIDIARIES

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2020

U.S. DOLLARS IN THOUSANDS

UNAUDITED

INDEX

	Page
Consolidated Interim Statements of Financial Position	F-2
Consolidated Interim Statements of Profit or Loss	F-3
Consolidated Interim Statements of Changes in Equity	F-4
Consolidated Interim Statements of Cash Flows	F-5 - F-6
Notes to Interim Consolidated Financial Statements	F-7 - F-15

CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION

U.S. dollars in thousands (except share and per share data)

	June 30, 2020		December 31, 2019
	Unaudited		Audited
CURRENT ASSETS:
Cash and cash equivalents	\$ 31,074	\$	34,748
Marketable securities	-		2,128
Short-term bank deposits	7,000		10,000
Trade receivables	59		72
Other receivables and prepaid expenses	1,711		2,079
	39,844		49,027
LONG-TERM ASSETS:
Long-term deposits	9		9
Operating lease right-of-use-assets	2,303		2,671
Property, plant and equipment, net	2,341		2,583
Intangible assets, net	16,609		17,074
	21,262		22,337
	\$ 61,106	\$	71,364
CURRENT LIABILITIES:
Trade payables	\$ 718	\$	1,001
Employees and payroll accruals	1,596		2,079
Operating lease liability	829		895
Liabilities in respect of government grants	52		37
Deferred revenues and other advances	558		386
Other payables	1,068		1,348
LONG-TERM LIABILITIES:	4,821		5,746
Operating lease liability	1,787		2,076
Liabilities in respect of government grants	3,524		3,325
	5,311		5,401
SHAREHOLDERS' EQUITY:
Ordinary shares of NIS 0.02 par value: Authorized - 150,000,000 ordinary shares; Issued and outstanding - 25,754,297 at June 30, 2020 and December 31, 2019, respectively	142		142
Share premium and other capital reserve	205,990		205,904
Accumulated deficit	(166,370)		(155,902)
Equity attributable to equity holders of the Company	39,762		50,144
Non-controlling interests	11,212		10,073
Total equity	50,974		60,217
	\$ 61,106	\$	71,364

The accompanying notes are an integral part of the consolidated financial statements.

CONSOLIDATED INTERIM STATEMENTS OF PROFIT OR LOSS

U.S. dollars in thousands (except share and per share data)

		Six months ended June 30,
	2020	2019
		Unaudited
Revenues	\$ 373	\$ 540
Cost of revenues	153	172
Gross profit	220	368
Operating expenses:
Research and development, net	8,478	7,024
Business development	1,438	970
General and administrative	2,388	1,746
Total operating expenses	12,304	9,740
Operating loss	(12,084)	(9,372)
Financing income	643	1,870
Financing expenses	(584)	(390)
Financing income, net	59	1,480
Loss before taxes on income	(12,025)	(7,892)
Taxes on income	7	3
Loss	\$ (12,032)	\$ (7,895)
Attributable to:
Equity holders of the Company	\$ (10,468)	\$ (7,803)
Non-controlling interests	(1,564)	(92)
	\$ (12,032)	\$ (7,895)
Basic and diluted loss per share, attributable to equity holders of the Company	\$ (0.41)	\$ (0.31)
Weighted average number of shares used in computing basic and diluted loss per share	25,754,297	25,754,297

The accompanying notes are an integral part of the consolidated financial statements.

U.S. dollars in thousands

						Attributable to equity holders of the Company
	Share capital		Share premium and other capital reserves		Accumulated deficit		Total		Non-controlling interests		Total equity
							Unaudited
Balance as of December 31, 2018 (audited)	\$	142	\$	187,701	\$	(137,790)	\$	50,053	\$	253	\$	50,306
Loss		-		-		(7,803)		(7,803)		(92)		(7,895)
Share-based compensation		-		338		-		338		109		447
Balance as of June 30, 2019	\$	142	\$	188,039	\$	(145,593)	\$	42,588	\$	270	\$	42,858

							Attributable to equity holders of the Company
	Share capital			Share premium and other capital reserves			Accumulated deficit Unaudited		Total		Non-controlling interests		Total equity
Balance as of December 31, 2019 (audited)	\$		142	\$	205,904	\$	(155,902)	\$	50,144	\$	10,073	\$	60,217
Loss			-		-		(10,468)		(10,468)		(1,564)		(12,032)
Benefit to non-controlling interests regarding share based compensation			-		(6)		-		(6)		6		-
Share-based compensation					92				92		2,697		2,789
Balance as of June 30, 2020	\$		142	\$	205,990	\$	(166,370)	\$	39,762	\$	11,212	\$	50,974

The accompanying notes are an integral part of the consolidated financial statements.

CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

U.S. dollars in thousands

	Six months ended June 30,
	2020		2019
		Unaudited
Cash flows from operating activities
Loss	\$ (12,032)	\$	(7,895)
Adjustments to reconcile loss to net cash used in operating activities:
Adjustments to the profit or loss items:
Depreciation	916		1,315
Amortization of intangible assets	465		-
Share-based compensation	2,789		447
Net financing income	(66)		(1,619)
Taxes on income	7		3
	4,111		146
Changes in asset and liability items:
Decrease in trade receivables	13		13
Decrease (increase) in other receivables	390		(656)
Decrease in trade payables	(234)		(261)
Decrease in employees and payroll accruals	(483)		(364)
Decrease in other payables	(229)		(80)
Increase (decrease) in deferred revenues and other advances	172		(193)
	(371)		(1,541)
Cash received (paid) during the period for:
Interest received	166		55
Interest paid	(118)		(138)
Taxes paid	(7)		(3)
Net cash used in operating activities	\$ (8,251)	\$	(9,376)

The accompanying notes are an integral part of the consolidated financial statements.

CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

U.S. dollars in thousands

		Six months ended June 30,
	2020	2019
		Unaudited
Cash flows from investing activities:
Purchase of property, plant and equipment	\$ (415)	\$ (197)
Proceeds from sale of marketable securities	2,097	19,994
Purchase of marketable securities	-	(1,637)
Proceeds from bank deposits, net	3,000	-
Net cash provided by investing activities	4,682	18,160
Cash flows from financing activities:
Proceeds from government grants	175	287
Repayment of operating lease liability	(329)	(366)
Repayment of government grants	(11)	(575)
Net cash used in financing activities	(165)	(654)
Exchange rate differences - cash and cash equivalent balances	60	157
Increase (decrease) in cash and cash equivalents	(3,674)	8,287
Cash and cash equivalents, beginning of the period	34,748	5,810
Cash and cash equivalents, end of the period	\$ 31,074	\$ 14,097
Significant non-cash activities
Acquisition of property, plant and equipment	\$ 117	\$ 52

The accompanying notes are an integral part of the consolidated financial statements.

NOTES TO CONSOLIDATED INTERIM STATEMENTS

U.S. dollars in thousands, except share and per share data

NOTE 1: – GENERAL

a. Evogene Ltd. together with its subsidiaries (the "Company" or "Evogene") is a leading computational biology company focused on revolutionizing product discovery and development in multiple life-science based industries, including human health, and agriculture through the use of its broadly applicable Computational Predictive Biology ("CPB") platform. The CPB platform, incorporating a deep understanding of biology leveraged through the power of Big Data and Artificial Intelligence, has been designed to computationally discover and uniquely guide the development of life-science products based on microbes, small molecules and genetic elements. Utilizing the CPB platform, Evogene and its subsidiaries are now advancing product pipelines for human microbiome-based therapeutics through Biomica Ltd., medical cannabis through Canonic Ltd., ag-biologicals through Lavie Bio Ltd., ag-chemicals through AgPlenus Ltd., and ag-solutions for castor oil production through Casterra Ltd.

The Company has a history of losses and incurred operating losses of \$12,032 and \$7,895 during the periods of six months ended June 30, 2020 and 2019, respectively.

Furthermore, the Company intends to continue to finance its operating activities by raising capital and seeking collaborations with multinational companies in the industry (see Note 8).

The Company's management and board of directors are of the opinion that the Company's current financial resources will be sufficient to continue the development of the Company's products in the foreseeable future.

Evogene Ltd. was founded on October 10, 1999, as Agro Leads Ltd., a division of Compugen Ltd. In 2002, the Company was spun-off as an independent corporation under the laws of the State of Israel, and changed its name to Evogene Ltd.

The Company's shares have been trading on the Tel Aviv Stock Exchange ("TASE") since 2007, on the New York Stock Exchange ("NYSE") from November 2013 until December 2016, and on the Nasdaq Stock Market ("NASDAQ") since December 2016.

• b. The Company principally derives its revenues from collaboration arrangements (see Note 3).
• c. The Company subsidiaries: AgPlenus Ltd., Biomica Ltd., Lavie Bio Ltd., Lavie Bio Inc., Lavie Tech Inc., Taxon Biosciences Inc., Canonic Ltd., Casterra Ag Ltd. (formerly Evofuel Ltd.) and Evogene Inc.

AgPlenus Ltd. was incorporated on June 10, 2018, with the mission to design effective and sustainable crop protection ag-chemicals products by leveraging predictive biology.

Biomica Ltd. was incorporated on March 2, 2017, with the mission of discovering and developing human microbiome-based therapeutics.

Lavie Bio Ltd. was incorporated on January 21, 2019, with the mission to improve food quality and sustainability through the introduction of microbiome-based agbiologicals products. Lavie Bio Ltd. has incorporated two wholly owned subsidiaries, Lavie Bio Inc. and Lavie Bio Tech Inc., Lavie Bio Tech Inc. wholly owns as a subsidiary Taxon Biosciences, Inc.

NOTE 1: – GENERAL (Cont.)

On August 6, 2019, Corteva Inc. invested 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 for 27.84% of Lavie Bio's shares. Upon consummation of the foregoing transaction, Corteva holds 27.84% while Evogene Ltd. holds 72.16% of Lavie Bio Ltd.'s equity. As a result, Lavie Bio Ltd. recorded as of the transaction date, a share premium and a noncontrolling interest in the amounts of \$17,406 and \$10,042, respectively.

As part of the transaction, the parties also entered into a commercial arrangement, including with respect to the commercialization by Corteva of Lavie Bio's products, mainly in corn and soybean.

Canonic Ltd. was incorporated on March 25, 2019, with the mission to develop next-generation medical cannabis products.

Casterra Ag Ltd. was incorporated on January 1, 2012 and is currently focusing on the development of improved castor bean seeds for industrial uses.

Evogene Inc. was incorporated in Delaware, United States. From 2015 to 2019, Evogene Inc. was engaged in research and development in the field of insect control.

d. The Company's subsidiaries and divisions are split into three operating segments: Agriculture - Evogene seed traits division, Lavie Bio, Ag Planus; Human - Biomica, Canonic; Industry - Casterra (see Note 7).

NOTE 2: - SIGNIFICANT ACCOUNTING POLICIES

a. Basis of preparation of the interim consolidated financial statements:

The interim consolidated financial statements for the six months ended June 30, 2020 have been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting."

The accompanying unaudited interim financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes for the year ended December 31, 2019, included in the Company's Annual Report on Form 20-F filed with the Securities and Exchange Commission (the "SEC") on April 27, 2020.

The accompanying consolidated balance sheet as of June 30, 2020, the consolidated statements of profit or loss, the statement of changes in shareholders' equity and the consolidated statements of cash flows for the six months ended June 30, 2020 and 2019 are unaudited. These unaudited interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and applicable rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. In management's opinion, the unaudited interim consolidated financial statements include all adjustments of a normal recurring nature necessary for the fair presentation of the Company's financial position as of June 30, 2020, as well as its results of operations and cash flows for the six months ended June 30, 2020 and 2019. The results of operations for the six months ended June 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020.

NOTES TO CONSOLIDATED INTERIM STATEMENTS

U.S. dollars in thousands, except share and per share data

NOTE 2: - SIGNIFICANT ACCOUNTING POLICIES (Cont.)

The significant accounting policies applied in the preparation of the interim consolidated financial statements are consistent with those followed in the preparation of the 2019 annual consolidated financial statements.

b. IFRS 3, "Business Combinations":

In October 2018, the IASB issued an amendment to the definition of a "business" in IFRS 3, "Business Combinations" (the "Amendment"). The Amendment is intended to assist entities in determining whether a transaction should be accounted for as a business combination or as an acquisition of an asset.

The Amendment consists of the following:

• 1. Clarification that to meet the definition of a business, an integrated set of activities and assets must include, as a minimum, an input and a substantive process that together significantly contribute to the ability to create output.
• 1. Removal of the reference to the assessment whether market participants are capable of acquiring the business and continuing to operate it and produce outputs by integrating the business with their own inputs and processes.
• 1. Introduction of additional guidance and examples to assist entities in assessing whether the acquired processes are substantive.
• 1. Narrowing the definitions of "outputs" and "business" by focusing on goods and services provided to customers.
• 1. Introducing an optional concentration test that permits a simplified assessment of whether an acquired set of activities and assets is not a business.

The Amendment was applied on January 1, 2020, prospectively to all business combinations and asset acquisitions for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after January 1, 2020, with earlier application permitted. The new guidance had no impact on the interim consolidated financial statements.

NOTE 3: - COLLABORATION AND RESEARCH AGREEMENTS-

Below is information regarding collaboration agreements entered into during the six months ended June 30, 2020, each of which amounts to 10% or more of our total revenues for the period:

a. In February 2020, the Company entered into a collaboration agreement for computational analysis of a lead compound including wet validation.

NOTE 3: - COLLABORATION AND RESEARCH AGREEMENTS- (Cont.)

b. In March 2020, the Company entered into a multi-year collaboration with Corteva for the discovery and development of novel herbicides. Under the terms of the collaboration agreement, the Company and Corteva will 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.

NOTE 4: - MARKETABLE SECURITIES

	June 30, 2020 Unaudited		December 31, 2019 Audited
Financial assets measured at fair value through profit or loss:
Participation certificates in trust funds – Level 1	\$ -	\$	1,042
Corporate bonds and government treasury notes – Level 2	-		1,086
	\$ -	\$	2,128

During the six months ended June 30, 2020 and the year ended December 31, 2019, there were no transfers due to the fair value measurement of any financial instrument to or from Levels 1, 2 and 3.

NOTE 5: - LIABILITIES IN RESPECT OF GOVERNMENT GRANTS

	June 30, 2020		December 31, 2019
	Unaudited			Audited
Balance at January 1,	\$	3,362	\$	3,886
Grants received		175		493
Royalties paid		(11)		(44)
Binational Industrial Research and Development Foundation ("BIRD") repayment		-		(546)
Amounts recorded in profit or loss		50		(427)
	\$	3,576	\$	3,362

The Company received research and development grants from the Israel Innovation Authority ("IIA") and undertook to pay royalties of 3% of revenues derived from research and development projects that were financed by the IIA, of up to 100% of the grants received. As of June 30, 2020, the Company received grants amounting to \$7,584 (including accrued interest), of which \$3,442 were repaid to date.

NOTE 5: - LIABILITIES IN RESPECT OF GOVERNMENT GRANTS (Cont.)

The Company received research and development grants from BIRD amounting to \$936 and undertook to pay royalties of 5% of revenues derived from research and development projects that were financed by BIRD or upon conclusion of product development. On April 1, 2019, the Company repaid \$546 out of its current liabilities in respect of government grants. On July 22, 2019, the Company decided to withdraw from the project and notified BIRD, and therefore a liability in the amount of \$410 was cancelled.

NOTE 6: - SHARE- BASED COMPENSATION

a. Expenses recognized in the financial statements:

The expense recognized in the Company's financial statements for services provided by employees and service-providers is as follows:

	Six months ended June 30,
	2020		2019
		Unaudited
Share-based compensation – Attributable to equity holders of the Company	\$ 68	\$	338
Share-based compensation – Attributable to non-controlling interests	2,721		109
	\$ 2,789	\$	447

Evogene Ltd. maintains three share option and equity incentive plans: the Evogene Share Option Plan (2002), the Evogene Ltd. Key Employee Share Incentive Plan, 2003, and the Evogene Ltd. 2013 Share Option Plan. All such option and incentive plans provide for the grant of options to purchase the Company's ordinary shares and generally expire 10 years from the grant date.

b. Evogene Ltd. share-based payment plan for employees, directors and consultants:

During the six months ended June 30, 2020 and 2019, the board of directors of Evogene Ltd. approved to grant its employees, directors and consultants 790,000 and 87,500 options, respectively. The fair value of the options determined at their grant date using the binomial model was approximately \$184 and \$71, respectively.

NOTE 6: - SHARE- BASED COMPENSATION (Cont.)

c. Evogene Ltd. share options activity:

The following table summarizes the number of share options, the weighted average exercise price, and the changes that were made in the option plans to employees, consultants and directors of Evogene Ltd. as of June 30, 2020 and during the period then ended:

		2020
	Number of options	Weighted average exercise prices (\$)
		Unaudited
Outstanding on January 1	4,335,017	7.08
Grants	790,000	1.10
Forfeited	(807,468)	6.95
Outstanding on June 30	4,317,549	5.99
Exercisable on June 30	2,511,019	8.74

d. The Company's subsidiaries maintain share option and incentive plans with similar terms and conditions. During the six months ended June 30, 2020 and 2019, the Company's subsidiaries approved to grant their employees, directors and consultants 775,848 and 61,250 options, respectively. The fair value of the options determined at their grant date using the binomial model was approximately \$4,068 and \$398, respectively. The fair value was estimated using the binomial model with assumptions consistent with those used in the previous year.

The following table summarizes the number of share options, the weighted average exercise price, and the changes that were made in the option plans to employees, consultants and directors of the Company's subsidiaries as of June 30, 2020 and during the period then ended:

		2020
	Number of options	Weighted average exercise prices (\$)
		Unaudited
Outstanding on January 1,	460,038	0.13
Grants	775,848	1.94
Forfeited	(40,484)	0.20
Outstanding on June 30,	1,195,402	1.31
Exercisable on June 30,	502,257	0.17

NOTE 6: - SHARE- BASED COMPENSATION (Cont.)

e. The total compensation cost related to all of the Company's equity-based awards, recognized during the presented periods was comprised as follows:

	Six months ended June 30,
	2020		2019
	Unaudited
Research and development, net	\$ 1,404	\$	214
Business development	897		123
General and administrative	488		110
	\$ 2,789	\$	447

NOTE 7: - OPERATING SEGMENTS

General:

The Company operates in three segments, Agriculture, Industry and Human. The Agriculture segment consists of the parent Company and two of the Company's subsidiaries, Lavie Bio Ltd. and AgPlenus Ltd. The Human segment consists of the Company's subsidiaries, Biomica Ltd. and Canonic Ltd. The Industry segment consists of the Company's subsidiary Casterra AG Ltd. The segments were determined on the basis of information considered by the Chief Operating Decision-Maker ("CODM") for purposes of decision-making on the allocation of resources and evaluation of performance. The following Company's segments are engaged in business activities for which they earn revenues and incur expenses, their results are reviewed by the CODM and discrete financial information is available:

Agriculture segment	-	Develops seed traits, ag-chemical products, and ag-biological products to improve plant performance.
Human segment	-	Discovery and development of human microbiome-based therapeutics.
Industry segment	-	Develops improved castor bean seeds to serve as a feedstock source for biofuel and other industrial uses.
Unallocated	-	Other corporate expenses and general development of enabling technologies for optimization.

Segments performance is determined based on operating loss reported in the financial statements. The results of a segment reported to the CODM include items attributed directly to a segment, as well as other items, which are indirectly attributed using reasonable assumptions.

NOTES TO CONSOLIDATED INTERIM STATEMENTS

U.S. dollars in thousands, except share and per share data

NOTE 7: - OPERATING SEGMENTS (Cont.)

a. The following table presents the Company's revenues and operating loss by segments:

	Agriculture	Industry	Human	Unallocated	Total
			Unaudited
For the six months ended June 30, 2020
Revenues	\$ 354	\$ -	\$ -	\$ 19	\$ 373
Operating loss	\$ (4,392) \$	(147) \$	(1,861) \$	(5,684) \$	(12,084)
Net financing income					\$ 59
Loss before taxes on income					\$ (12,025)

b. The following table presents the Company's revenues and operating loss by segments:

	Agriculture	Industry	Human Unaudited	Unallocated	Total
For the six months ended June 30, 2019
Revenues	\$ 497	\$ 20	\$ -	\$ 23	\$ 540
Operating loss	\$ (4,724) \$	(219) \$	(1,090) \$	(3,339) \$	(9,372)
Net financing income					\$ 1,480
Loss before taxes on income					\$ (7,892)

c. Major customers:

Revenues from major customers each of whom amounts to 10% or more of total revenues:

		Six months ended June 30,
	2020	2019
		Unaudited
Customer A	12%	-
Customer B (subsidiary shareholder)	67%	46%
Customer C	-	25%
Customer D	12%	-
Customer E	-	18%

NOTE 7: - OPERATING SEGMENTS (Cont.)

d. Geographical information:

Revenues based on the location of the customers, are as follows:

		Six months ended June 30,
	2020	2019
		Unaudited
United States	67%	46%
Israel	17%	29%
Brazil	12%	18%
Other	4%	7%
	100%	100%

The carrying amounts of non-current assets (property, plant and equipment property and intangible assets) in the Company's country of domicile (Israel) and in the United States based on the location of the assets, are as follows:

	June 30, 2020	December 31, 2019 Audited
	Unaudited
United States	89%	88%
Israel	11%	12%
	100%	100%

NOTE 8: - SUBSEQUENT EVENTS

On September 3, 2020, the Company entered into a definitive agreement with certain institutional investors, in connection with a registered direct offering of an aggregate of 5,882,353 ordinary shares at a price per share of \$1.70, for aggregate gross cash consideration of \$10 million.

Exhibit 99.2

Management's Discussion and Analysis of Financial Condition and Results of Operation

The following discussion and analysis of our financial condition and results of operations provides information that we believe to be relevant to an assessment and understanding of our results of operations and financial condition for the periods described. This discussion should be read in conjunction with our consolidated interim financial statements and the notes to the financial statements, which are included in this Report on Form 6-K. In addition, this information should also be read in conjunction with the information contained in our Annual Report on Form 20-F for the year ended December 31, 2019, filed with the Securities and Exchange Commission on April 27, 2020, or the Annual Report, including the consolidated annual financial statements as of December 31, 2019 and their accompanying notes included therein.

Forward Looking Statements

This Report on Form 6-K contains historical information and forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995 with respect to the business, financial condition and results of operations of Evogene. Forward-looking statements can be identified based on our use of forward-looking words such as "believe," "expect," "intend," "plan," "may," "should," "anticipate," "could," "might," "seek," "target," "will," "project," "forecast," "continue" or their negatives or variations of these words or other comparable words, or by the fact that these statements do not relate strictly to historical matters. Forward-looking statements relate to anticipated or expected events, activities, trends or results as of the date they are made. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties that could cause our actual results to differ materially from any future results expressed or implied by the forward-looking statements. Many factors could cause our actual activities or results to differ materially from the activities and results anticipated in forward-looking statements.

We believe that our forward-looking statements are reasonable; however, these statements are only current predictions and are subject to known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from those anticipated by the forward-looking statements. We describe and/or refer to many of these risks in greater detail under the heading "Risk Factors" in our Annual Report.

All forward-looking statements contained in this Report on Form 6-K speak only as of the date of this document and are expressly qualified in their entirety as described herein and by the cautionary statements contained within the "Risk Factors" section of the Annual Report. We do not undertake to update or revise forward-looking statements to reflect events or circumstances that arise after the date on which such statements are made or to reflect the occurrence of unanticipated events, except as required by law. In evaluating forward-looking statements, you should consider these risks and uncertainties and not place undue reliance on our forward-looking statements.

The terms "Evogene," "we," "us," "our," "our company" and "the company" in this Report on Form 6-K refer to Evogene Ltd. and its consolidated subsidiaries, consisting of AgPlenus Ltd., Biomica Ltd., Canonic Ltd., Casterra Ag Ltd. (formerly known as Evofuel Ltd.), Evogene Inc., Lavie Bio Ltd., and their consolidated subsidiaries, unless the context otherwise requires.

General

Evogene is a leading computational biology company focused on revolutionizing product discovery and development in multiple life-science based industries, including human health and agriculture, through the use of our broadly applicable Computational Predictive Biology (CPB) platform. The CPB platform, incorporating a deep understanding of biology leveraged through the power of Big Data and Artificial Intelligence, has been designed to computationally discover and uniquely guide the development of life-science products based on microbes, small molecules and genetic elements. Utilizing the CPB platform, Evogene and its subsidiaries are now advancing product pipelines for human microbiome-based therapeutics through Biomica Ltd., medical cannabis through Canonic Ltd., ag-biologicals through Lavie Bio Ltd., ag-chemicals through AgPlenus Ltd., and ag-solutions for castor oil production through Casterra Ltd.

With respect to the impacts of the COVID-19 pandemic, the company took certain measures in the second quarter of 2020 to mitigate the impact of the pandemic on the company, including a temporary reduction in salary-based expenditure and a cut back in secondary activities. To date, the impact on Evogene's operations has been minimal. We expect the significance of the COVID-19 pandemic, including the extent of its effect on our financial results, to be dictated by, among other things, its duration, the success of efforts to contain it and the impact of actions taken in response. While we are not able at this time to estimate the impact of the COVID-19 pandemic on our financial results, it could be immaterial.

Recent Developments

On September 3, 2020, we consummated a registered direct equity offering of 5,882,353 ordinary shares at a price per share of \$1.70, for total gross proceeds to us of \$10 million, consisting of an investment by Ark Investment Management LLC and Alpha Capital Anstalt.

The securities in the registered direct offering were issued pursuant to a prospectus supplement, which was filed with the Securities and Exchange Commission in connection with a takedown from Evogene's shelf registration statement on Form F-3 (File No. 333-240249), which was declared effective by the SEC on August 10, 2020.

Six Months Ended June 30, 2020 Compared to Six Months Ended June 30, 2019

Revenues

Our total revenues decreased by \$0.1 million, or 20%, to \$0.4 million for the six-month period ended June 30, 2020 from \$0.5 million for the six-month period ended June 30, 2019.

Cost of Revenues

Cost of revenues was \$0.2 million for both the six-month period ended June 30, 2020 and for the six-month period ended June 30, 2019. Cost of revenues primarily consists of development costs incurred in conjunction with our collaborations.

Gross Profit

Gross profit decreased by \$0.2 million, or 50%, to \$0.2 million for the six-month period ended June 30, 2020 from \$0.4 million for the six-month period ended June 30, 2019, due to the combined effect of changes in our revenues and cost of revenues, as described above.

Operating Expenses

Research and Development Expenses, Net. Research and development expenses, net increased by \$1.5 million, or 21%, from \$7 million for the six-month period ended June 30, 2019 to \$8.5 million for the six-month period ended June 30, 2020. This increase was attributable to (a) product development activities of Evogene and its subsidiaries, including fermentation, lab work and pre-clinical studies carried out by third parties as well as expenses relating to computational work, as well as (b) stock-based compensation attributed to options granted to Lavie Bio employees.

Business Development Expenses. Business development expenses increased by \$0.4 million, or 40%, from \$1 million for the six-month period ended June 30, 2019 to \$1.4 million for the six-month period ended June 30, 2020. This increase is mainly due to stock-based compensation attributed to options granted to Lavie Bio employees.

General and Administrative Expenses. General and administrative expenses increased by \$0.7 million, or 41%, from \$1.7 million for the six-month period ended June 30, 2019 to \$2.4 million for the six-month period ended June 30, 2020. Although the company decreased its cash burn rate during the second quarter, in response to the COVID-19 pandemic, as disclosed above, we experienced an increase in general and administrative expenses mostly attributed to an increase in the cost of the company's D&O insurance and stock-based compensation expenses attributed to options granted to Lavie Bio employees.

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Financing Income and Expenses

Financing Income. Financing income decreased by \$1.3 million for the six-month period ended June 30, 2020, or 68%, to \$0.6 million for the six-month period ended June 30, 2020 from \$1.9 million for the six-month period ended June 30, 2019. This decrease was mainly due to (a) exchange rate differences between the U.S. dollar and the New Israeli Shekel, as well as (b) decrease in profit from marketable securities.

Financing Expenses. Financing expenses increased by \$0.2 million, or 50%, to \$0.6 million for the six-month period ended June 30, 2020 from \$0.4 million for the six-month period ended June 30, 2019. This increase was mainly due to due to (a) exchange rate differences between the U.S. dollar and the New Israeli Shekel, as well as (b) loss from marketable securities.

Taxes on Income

For the six-month periods ended June 30, 2020 and 2019, we recorded insignificant amounts for taxes on income in Israel due to advances on excess expenses and an insignificant amount of taxes with respect to Evogene Inc. and Lavie Bio Inc.

Loss

The amount of our overall loss increased by 52% from \$7.9 million for the six-month period ended June 30, 2019 to \$12 million for the six-month period ended June 30, 2020. That increase reflected the cumulative effect of all the above-described line items from our consolidated interim statements of profit or loss.

Liquidity and Capital Resources

Our working capital requirements generally reflect the growth in our business and have historically been provided by cash raised from our investors, payments from our collaborators and government grants. As of June 30, 2020, we had cash and cash equivalents and short-term bank deposits of \$38.1 million, and working capital of \$35 million, which is calculated by subtracting our current liabilities from our current assets. As of June 30, 2020, we had \$3.5 million of outstanding long-term indebtedness related to government grants.

We expect that our working capital and capital investment needs will be funded for the foreseeable future mainly by our cash and cash equivalents and bank deposits, payments from our collaborators, as well as the \$10 million received from recent equity investment in our company on September 3, 2020. Currently, our principal uses of cash are to further develop our and our subsidiaries' product pipelines, to further enhance and expand our CPB platform and general corporate purposes. In the future, cash may serve us in effecting M&A transactions for achieving inorganic growth in our different segments of operation. We believe that our existing cash and cash equivalents and short-term bank deposits as of June 30, 2020 will be sufficient to meet our projected cash requirements for at least 12 months.

To the extent that existing cash, and cash equivalents and short-term bank deposits are insufficient to fund our future activities, we may need to raise additional funding through debt and equity financing. Additional funds may not be available when we need them on terms that are acceptable to us, or at all. The negative impact of the ongoing Coronavirus outbreak on economies and financial markets worldwide may adversely impact on our ability to raise additional funds for our operations, if and when needed.

If adequate funds are not available to us on a timely basis, we may be required to delay, limit, scale back or cease our research and development activities, establishment and maintenance of sales and marketing capabilities or other activities that may be necessary to commercialize our product candidates.

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Cash Flows

The following table presents the major components of net cash flows used in or provided by (as applicable) operating, investing and financing activities for the periods presented. For a discussion of our net cash flows for the year ended December 31, 2019, please see "Item 5. Operating and Financial Review and Prospects— B. Liquidity and Capital Resources— Cash Flows" in our Annual Report:

		Six Months Ended June 30,
	2020		2019
		(U.S. dollars, in thousands)
Net cash used in operating activities	\$	(8,251)	\$	(9,376)
Net cash provided by investing activities		4,682		18,160
Net cash used in financing activities		(165)		(654)
Exchange rate differences - cash and cash equivalents		60		157
Net increase (decrease) in cash and cash equivalents	\$	(3,674)	\$	8,287

Cash Used in Operating Activities

Cash used in operating activities for the six-month period ended June 30, 2020 was \$8.3 million and primarily reflects our overall loss of \$12 million. The cash used in operating activities was reduced mainly by the elimination of certain non-cash items that were taken into account in calculating, and that increased, our overall loss, including \$0.9 million of depreciation expenses, \$2.8 million of share-based compensation expenses and \$0.5 million amortization of intangible assets, which was partially offset by the movement in balance sheet items, that were taken into account in the calculations, including a decrease in employees and payroll accruals of \$0.5 million.

Cash used in operating activities for the six-month period ended June 30, 2019 was \$9.4 million and primarily reflects our overall loss of \$ 7.9 million. The cash used in operating activities increased mainly by the movement in balance sheet items, that were taken into account in the calculations, including a \$0.7 million increase in other receivables, a \$0.3 million decrease in trade payables and a \$0.4 million decrease in employees and payroll accruals.

Cash Provided by Investing Activities

Cash provided by investing activities was \$4.7 million for the six-month period ended June 30, 2020. That primarily reflects \$2.1 million of net cash proceeds from the sale of marketable securities and \$3 million of cash withdrawn from bank deposits, offset by \$0.4 million of cash used for the purchase of property, plant and equipment.

Cash provided by investing activities was \$18.2 million for the six-month period ended June 30, 2019. That primarily reflects \$20 million of net cash proceeds from the sale of marketable securities, offset by \$1.6 million of cash invested in marketable securities and \$0.2 million of cash used for the purchase of property, plant and equipment.

Cash Provided by Financing Activities

Cash used in financing activities was \$0.2 million for the six-month period ended June 30, 2020, which was primarily attributable to \$0.3 million repayment of operating lease liability, offset by \$0.1 million proceeds, net, in respect of government grants.

Cash used in financing activities was \$0.7 million for the six-month period ended June 30, 2019, which was primarily attributable to \$0.4 million repayment of operating lease liability and \$0.6 million repayment of government grants, offset by \$0.3 million proceeds, net, in respect of government grants.

Critical Accounting Policies

The preparation of financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, obligations, income and expenses during the reporting periods. A comprehensive discussion of our critical accounting policies is included in "Item 5. Operating and Financial Review and Prospects - Management's Discussion and Analysis of Financial Condition and Results of Operations" section in our Annual Report.