Evogene Ltd.

Regulatory Filings • Feb 12, 2018

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 OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of February 2018

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): ____

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): ____

CONTENTS

Attached hereto and incorporated by reference herein is the following exhibit:

99.1A Slide Presentation for Investors –February 2018.

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: February 12, 2018

By: /s/ Alex Taskar

Alex Taskar Chief Financial Officer

——————————————

EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION 99.1A Slide Presentation for Investors –February 2018.

Safe Harbor Statement

This presentation contains "forward-looking to future events, and we may from time to time make other statements, regarding our outlook or expectations for future financial or other matters regarding or affecting Evogene Ltd. or its subsidiaries (collectively, "Evogene" or "we"), that are considered "forward-looking statements" as defined in the U.S. Private Securities Litigation Reform Act of 1955 (the "PSJR4"), Such forward-looking statements may be identified by the use of such words as "believe" "should," "planned," "estimated," "intend" or words of similar meaning. For these statements, Evogene claims the protection of the safe harbor for forward-looking statements contained in the PSLRA.

Such statements are based on current expections 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, and trends in the future of Evogene 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 Evogene's control, induding, without limitation, those described in our Periodical and Annual Reports, induding our Registration Form F-1, Annual Report on Form 20-F and in other information we file and furnish with the Israel Securities Authority and the U.S. Securities and Exchange Commission, including under the heading "Risk Factors."

All written and oral forward-looking statements attributable to us or behalf are expressly qualified in their entirety by the previous statements. Except for any obligation as required by applicable securities laws, Evogene disclaims any obligation or commitment to update any information ontained 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 doument, nor does it constitute or form part of any invitation or offer to sell, or any solicitation of any invitation or offer to purchase or Evogene or any other entity, nor shall the information or any part of it or the fact of its distribution form the basis of, or be relied on in connection with, any action, commitment or relating thereto or to the securities of Evogene.

The trademarks included herein are the property of the owners thereof and are used for reference purposes only. Such use should not be construed as an endorsement of the products or services of Evogene.

What We Do

We develop novel products for lifescience markets ...

... through the use of a unique Computational Predictive Biology (CPB) platform

Evogene at a Glance ...

An innovative, Computationally Predictive Biology

(CPB) platform - applied to identify:

• · Genetic elements for improved seeds
• · Chemical compounds for innovative Ag-Chemicals
• · Microbes for novel Ag-Biologicals

Strategic collaborations with world-leading

agriculture companies - including BASF, DuPont, Monsanto, Syngenta, ICL

Revenue model - based on licensing agreements, which

typically include three main revenue streams:

• · R&D payments short term
• · Milestone payments mid term
• · Royalties from product sales longer term

Subsidiaries -

• · Evofuel (100%) Castor Seeds
• · Biomica (90%) Human Microbiome

Financial fundamentals -

• · Cash position \$76 million (September 30th, 2017), no debt
• · Listed on TASE (2007) and NASDAQ (2013)

Strategic Collaborations Through the Years

Evogene - An Evolving Story

IPO TASE - IPO NYSE

2007-2013

Evogene - An Evolving Story

Evogene - An Evolving Story

Corporate Structure

evogene

Evogene's Unique Product Development Approach

The increasing number of criteria for successful product launch have made traditional linear methodology inefficient

Computational Predictive Biology (CPB) Platform

Predictive Analysis Validation

Product Development

Corporate Structure

Biotech Innovation Trait Potential

	Trait	Corn	Soy
Existing Biotech	Insect resistance	S3.2B	SO.5B
Traits Market	Herbicide tolerance	\$3.5B	\$1.5B
	Yield	\$1.5B	\$1.2B
Potential Biotech Traits	Drought to erance	\$0.65B	S0.45B
Market	Disease resistance	SIB	SIB

* Source: Phillips McDougall

Ag Seeds - Product & Technology

Improved Seed Traits

Via: Breeding, Genome Editing & GMO

Products under development:

• · Yield and environmental stress traits-Yield, drought, nitrogen usage efficiency
• · Disease resistance traits- Fusarium, Black Sigatoka, Asian Rust, Nematodes
• · Insect control traits- Lepidoptera, Coleoptera, Hemiptera

The CPB platform - 'Connecting the Dots'

Genome Editing - New Promising Technology

Novel method for improving seed traits

Resulting products may be considered Non-GMO with shorter time to market

Major opportunity for all crops and locations

Evogene's unique advantage - 'What to edit' Technological capabilities, knowledge and proprietary plant genomics big data, allow the identification of required edit-targets for crop improvement

Ag Seeds Pipeline (main programs)

18m-24m 4-6 year 2-4 year 1-2 years 1-2 years Phase 3 (Adv. Phase 1 Phase 2 (Early Phase IV Crop Trait Partner Discovery Dev& Product (РОС) Development) (Pre -Launch) Regulation) Corn Yield HONEANTO L begin Drought HOMEANTO A ಳು Nitrogen use efficiency monxanTo Fusarium stalk rot HONZANTO A Insect control Coleop. 0-Insect control Lepido. Lepido. MONEANTO A Yield Soybean HOMEANTO A Drought OTHORD Asian Rust Insect control Lepido. 0 Insect control Hemip. 0 Insect control Lepido. Cotton ນ ລັກສາຫານນ Black Sigatoka Banana

Main GMO programs*

Main Genome-Editing programs *

*Timeline according to industry estimates

Select Results - Black Sigatoka

Banana with high resistance to the Black Sigatoka fungus showing positive results (Y2014, Y2016)

• " 8 Genes showed repeated increased resistance in two separate banana field trials
• " Positive results were observed with zero fumigation
• " Leveraging validated genes with positive results to genome editing product development

Corporate Structure

Ag Biologicals Market & Potential

OUPONY

Ag-Biologicals Market "\$3.2B* 2015

Source - 2022 estimation based on integrated information of BCC Research, marketsandmarkets, Agropages and Phillips McDougall (2015) Ag Biologicals Innovation Potential -Development of "next generation" products

Major Ag companies are getting in: D . BASF MONSANTO | We create chemistry B. PIONEER

New startups are emerging:

Key market drivers

• · Microbiome a promising source for innovation, now accessible via maturing technologies
• · Relatively short time and low investment to market
• · Environmentally friendly

Ag-Biologicals - Product & Technology

Bio-Stimulants & Bio-Pesticides

Products under development:

Harnessing naturally occurring microbiome to develop:

• Bio-Stimulant seed treatments targeting yield improvement in row crops such as corn, wheat
• Bio-Pesticides-corn root worm, stinkbug, lepidoptera
• Bio-Fungicides targeting fusarium and mildew

Ag-Biologicals Pipeline

*Timeline according to industry estimates

23 -

Select Results - Corn Bio-Stimulants

Corporate Structure

Ag-Chemicals - Market & Potential

Agro-Chemical Market ** expected to reach ~\$70B in 2022

· Source: Phillips McDougall

· ** Sources: 'Phillips McDougall' and 'Markets and Markets', 2017

Innovation Potential - finding the next generation of novel Ag-Chemicals

Increasing weed resistance to leading herbicide - Glyphosate

Source - International Survey of Herbicide Resistant Weeds, www.weedscience.org/graphs/soagraph.aspx(2013)

Key market drivers

Food Security - necessity of Ag-Chemicals in light of growing resistance issues (crop protection Ag-Chemicals account for ~50% of key crop yield)

Novel MoA Ag-Chemicals - due to increasing pest resistance to existing products

Environmentally safe Ag-Chemicals - strong regulatory emphasis on safety

Ag-Chemicals - Product & Technology

Herbicides & Insecticides

Products under development:

• Novel Herbicides inhibiting novel ■ MoA (Mode-of-Action)
• · Novel Insecticides inhibiting novel SoA (Site-of-Action) within key nerve and muscle targets
• Optimized Active Ingredient (AI) 트 Herbicides/Insecticides - optimization of known chemicals to improve product attributes

Ag-Chemicals Pipeline

*Timeline according to industry estimates

Select Results - Novel Herbicides

Example for Chemical Compound -Displaying Herbicidal Activity in Greenhouse

Molecule

Molecule Optimization

*Initial results before optimization

Corporate Structure

Evofuel

Mission: providing farmers with the most advanced castor seeds & ag-service solutions

Biomica

Mission: discovery and development of human microbiome based therapeutics

Activities

• Evogene's computational predictive biology (CPB) platform enables multilayer analysis for the discovery of highly efficacious therapeutic candidates and relevant microbiomebased biomarkers
• Initiated in 2017, Biomica represents . Evogene's first effort to apply its predictive discovery capabilities in the field of human health.

Human Microbiome Based Drugs Market

Corporate Structure

Evogene Highlights

	Unique technology platform (CPB), combining expertise in life science and cutting-edge computational
	technology - 'Connecting the Dots'

• 2 | Engine for next generation product for life science targeting multi-billion dollar markets
• 3 Innovation partner-of-choice for industry leaders
• 4 Diversified product portfolio with clear paths to milestone payments and royalties
• Strong balance sheet ટ
• Short term catalysts: (i) collaborations, (ii) phase advancements, (iii) milestone payments, (iv) Evofuel 6 seed sales

Contact:

investors@evogene.com T: +9728 931 1934

Appendix - Financials

Key Financials - Balance Sheet

Thousand US \$	30.9.2017	31.12.2016
Current Assets	77,842	89,490
Long-Term Assets	6,496 5,263
Total Assets	83,105	95,986
Current Liabilities	4,661	5,225
Long-Term Liabilities	3,439 3,472
Shareholders Equity	75,005 87,289
Total Liabilities & Shareholders Equity	83,105	95,986

Key Points:

• · Cash position: ~76 million USD as of 30.9.2017
• " No debt
• · Estimated net cash usage for 2018: \$14-\$16 million

Key Financials - P&L

Thousand US \$	9M 2017	9M 2016	2016
Revenues	2,647	5,360	6,540
Gross Profit	436	852	901
Operating Loss	(15,928)	(14,937)	(21,089)
Net Loss	(14,614)	(12,949)	(19,592)

Key Points:

• · Revenues consist primarily of R&D revenues, reflecting cost reimbursement under our collaboration agreements
• · Advancement of our collaboration agreement with Monsanto reducing R&D revenues