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Evogene Ltd.

Foreign Filer Report Oct 30, 2017

6785_rns_2017-10-30_6dea2c85-06c9-4a56-b447-cec811019d9c.pdf

Foreign Filer Report

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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 October 2017

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 are the following exhibits:

99.1 Press Release: Evogene Announces Revised and Expanded Market Focus and New Corporate Structure.

99.2 A Slide Presentation for Investors – October 2017.

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)

By: /s/ Alex Taskar

Alex Taskar Chief Financial Officer

——————————————

3

Date: October 30, 2017

EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION

  • 99.1 Press Release: Evogene Announces Revised and Expanded Market Focus and New Corporate Structure.
  • 99.2 A Slide Presentation for Investors October 2017.

Evogene Announces Revised and Expanded Market Focus and New Corporate Structure

Revised market focus involves leveraging its predictive biology platform to new areas in both agriculture and other fields, with emphasis on opportunities for further downstream product development and nearer term commercialization

Rehovot, Israel – October 30, 2017 Evogene Ltd. (NASDAQ, TASE: EVGN), a leading biotechnology company developing novel products for life science markets through the use of a unique computational predictive biology platform, announced today that it has revised and expanded its market areas of focus and established a new corporate structure consistent with these changes. The Company's revised focus includes both agriculture and other market areas, and will emphasize further downstream product development and shorter-term commercialization or other value enhancing opportunities.

Ofer Haviv, Evogene's President and CEO stated: "Evogene's unique discovery capabilities have been well demonstrated by platform based collaborations with world leading companies such as Bayer, BASF, DuPont-Pioneer, Monsanto, and Syngenta. These past and ongoing collaborations have resulted in the transfer to our partners of thousands of Evogene discoveries, largely in the form of genetic elements, small molecules and microbes, for potential product development under milestone and royalty bearing agreements.

Mr. Haviv continued, "Moving forward, the recent changes in market focus being announced today were selected following an extensive evaluation by the Company with the assistance of external consultants. The goal was to select from the many attractive product opportunities, both in agriculture and otherwise, that should result in enhanced shareholder value within the shortest possible time period. This activity selection was made possible due to our proven market-leading capabilities to integrate, interconnect and analyze massive amounts of biological data of different types from multiple sources – which we refer to as "Connecting the Dots" – being at the heart of all our product development efforts.

Mr. Haviv continued, "In order to move forward with maximum effectiveness we have put in place a new corporate structure, and I am very pleased by the rapid progress we are already seeing across all of our chosen focus activities."

Under the new structure, the enhancement, operation and maintenance of the company's computational predictive biology platform continues to be led by Mr. Yuval Ben-Galim, Evogene's EVP Technology & Operations (former COO). This platform, combining cutting-edge computational technologies, including artificial intelligence (AI), with deep biological understanding, continues to demonstrate - in an increasing number of major markets - the ability to identify key biological understandings and differentiators for the development of innovative products. The platform was developed at Evogene during the past decade by a multi-disciplinary team of scientists, computational and data scientists, with an investment of approximately \$100 million and it continues to be enhanced and expanded. For more details please visit Evogene's website (www.evogene.com).

Evogene's discovery and product development programs in the field of agriculture, both pursuant to collaborations and self-funded activities, are now positioned in three operating divisions.

Ag-Biologicals - led by Mr. Ido Dor, EVP and GM Ag-Biologicals (former EVP & GM Crop Enhancement). The focus of this unit is the development of microbial based yield improvement and pest control products. In the scope of Ag-Biologicals, we have recently entered a collaboration with DuPont-Pioneer for the development of bio-stimulants in corn, and additionally have internal programs for bio-stimulants in wheat and bio-pesticides.

Ag-Chemicals - led by Mr. Eran Kosover, EVP & GM Ag-Chemicals (former EVP & GM Crop Protection), and is focused on the development of novel herbicides and insecticides, in addition to optimization of known active ingredients. In the scope of Ag-Chemicals we have ongoing collaborations with BASF and ICL, as well as a robust internal novel herbicide pipeline.

Ag-Seeds - led by Dr. Arnon Heyman, VP & GM Ag-Seeds (former director of project management). The main focus of the Ag-Seeds unit is improved seed traits, for yield increase, drought tolerance, insect control and disease resistance, through the use of genome editing and gene transformation. In the scope of Ag-Seeds we have a long-term collaboration with Monsanto as well as with other market leading companies in addition to an internal pipeline.

In the Ag-Seeds market segment, Evogene's primary activities, with respect to past discoveries, consist of supporting gene advancement in its partners' development pipelines and less focused on the discovery of new genes. The discovery of new genes and their validation in model plants was a very substantial activity for Evogene in the past, particularly pursuant to our collaboration with Monsanto, and resulted in thousands of discoveries transferred to our partners under collaboration agreements. Furthermore, Evogene's focus today is on the substantial proprietary knowledge obtained by its long-term efforts in this field, which is now a major component of the Ag-Seed unit's efforts in applying the newer genome editing technology. Genome editing is expected to be more regulatory friendly than gene transformation and potentially with a shorter time to market.

Beyond these three broad market areas in agriculture, it is the intent of Evogene to identify and pursue, generally through subsidiaries, other attractive opportunities meeting our revised market focus guidelines and where "Connecting the Dots" appears to be the key solution to innovative product development. In these situations, Evogene's predictive biology platform should provide the company with an important competitive advantage. At present, Evogene has two such subsidiaries.

Biomica is a recently established subsidiary whose mission is to discover and develop human microbiome-based therapeutics. Biomica represents Evogene's first effort to apply its predictive discovery capabilities in the field of human health. The subsidiary was co-founded, and is being led scientifically, by Yehdua Ringel, MD, professor of medicine, former associate director of the Center for Functional Gastrointestinal and Motility Disorders at the University of North Carolina at Chapel Hill and the former Chief of Gastroenterology at Beilinson Hospital, Rabin Medical Center in Israel.

The Company's second subsidiary, Evofuel, is focused on the development and commercialization of castor seeds, and will continue to be led by Mr. Assaf Dotan. Evofuel is now evaluating various commercial pathways for its first generation of improved castor seeds.

The updated corporate structure, while supporting Evogene's expanding areas of focus, will allow more efficient use of resources, resulting in an expected decrease in net cash usage in 2018 of 14M-16M USD (not including other potential revenue streams), from an expected net cash usage of 16M-18M USD in 2017.

Ofer Haviv, Evogene's President and CEO concluded: "During the past few years, Evogene has been evolving from a plant genomics company to a company addressing a wide variety of biological challenges with its unique, broadly applicable discovery and product optimization platform. We believe that our revised market focus and organizational structure will drive the company's growth and increase value for our shareholders. We look forward to reporting our continuing progress and achievements."

For more details please view company presentation, uploaded with this press release, at: http://www.evogene.com/investor-relations/presentations-and-webcasts/

About Evogene Ltd.:

Evogene (NASDAQ, TASE: EVGN) is a leading biotechnology company developing novel products for life science markets through the use of a unique computational predictive biology platform. The Company has developed a proprietary innovative technology platform, leveraging scientific understanding & computational technologies to harness Ag 'Big Data' for developing improved seed traits (via: GM and non-GM approaches), as well as innovative ag-chemical and novel ag-biological products. Evogene has strategic collaborations with world-leading agricultural companies such as: BASF, Bayer, DuPont, Monsanto and Syngenta, focusing on innovative crop enhancement and crop protection solutions. 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", "intends", "anticipates", "plans", "believes", "scheduled", "estimates" or words of similar meaning. 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 may differ materially from what is expressed or implied by such forward-looking statements due to a variety of factors, many of which beyond Evogene's control, including, without limitation, those risk factors contained in Evogene's reports filed with the appropriate securities authority. Evogene disclaims any obligation or commitment to update these forward-looking statements to reflect future events or developments or changes in expectations, estimates, projections and assumptions.

Contact: Nir Zalik IR/PR manager E: [email protected] T: (+972)-8-931-1963

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 1995 (the "PSJR4"). Such forward-looking statements may be identified by the use of such words as "believe," "should," "planned," "estimated," "intend" and "potential" or words of similar meaning. 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 Evogenes 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 funish 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 persons acting on our behalf are extirety by the previous statements. Except for any obligation as required by applicable securities laws, Evogene disdaims any obligation or commitment to update any information contained 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 contribute a prospectus or other offering document, nor does it constitute of form part of any invitation or offer to sell, or any solicitation of any invitation or offer to purchase or subscribe of 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

About Us

  • Evogene is a leading company for the development of novel products for life science markets through the use of a unique computational predictive biology (CPB) platform
  • · Today, focused on developing products in three fields in the Ag world: Seeds, Ag- Biologicals and Ag-Chemicals
  • · Two subsidiaries: Evofuel (100%) Castor Seeds and Biomica (90%) Human Microbiome
  • · Strategic collaborations over the years with world-leading companies such as BASF, Bayer, DuPont-Pioneer, Monsanto, Syngenta and ICL
  • Revenue stream: (i) R&D payments, (ii) milestone payments (iii) royalties from product sales
  • An updated strategy was defined consists of shorter time to market and more downstream activities

Additional Facts:

  • Located in Rehovot, Israel and St. Louis, Missouri, US
  • " ~160 employees, ~ 50 PhDs
  • Traded on NASDAQ and TASE, covered by Credit Suisse and Piper Jaffray
  • " Cash position: ~80 million USD as of June 30th, 2017; no debt

Evogene - An Evolving Story

Evogene - An Evolving Story

evogene

Evogene - An Evolving Story

Corporate Structure

Corporate Structure

-

Evogene's Unique Product Development Approach

Evogene has created an integrated technological predictive platform that combines deep biological understanding with cutting-edge computational technology

Evogene has created an integrated technological predictive platform that combines deep biological understanding with cutting-edge computational technology

The platform includes intelligent algorithms that integrate and analyze vast data within the eco-systems, predicting cross dimensional interactions within a multi-dimensional space this is what we refer to as - "Connecting the Dots"

Computational Predictive Biology (CPB) Platform

Validation and Development System

Partnerships Through the Years

Corporate Structure

  • Large market opportunity and clear need for innovation
  • The major industry roadblock to developing innovative products is the need to 'Connect the Dots'
  • There is a clear path and reasonable time to commercialization and /or wellrecognized value enhancing milestones during development period
  • Leveraging on existing assets accumulated over the years to be able to form collaborations at an advanced stage of product development and at better financial terms
  • Continuing work with partners on existing product programs, advancing discoveries in partners' pipelines to re-focus initial discovery outputs to more downstream potential product offerings
  • Effective new products will contribute to human well-being

Corporate Structure

Ag Seeds - Market, Need & 'Connecting the Dots'

Collaboration Example - Monsanto

  • Collaboration period 10 years
  • Objective improved seeds via biotechnology
    • Crops corn, soybean, cotton, canola
    • Traits -
      • · Yield, drought tolerance, fertilizer utilization
      • Disease resistance Fusarium resistance in corn

Gene discovery and trait optimization

СРВ

validation

  • R&D and up-front payments total ~\$68M
  • Milestone payments + royalties from sales
  • = \$30M equity investment (including \$12M in IPO)

MONSANTO

Target plant validation

Improved seeds

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

Corporate Structure

Ag-Biologicals - Market, Need & Connecting the Dots'

Source: Phillips McDougall 1

Collaboration Example - DuPont-Pioneer

  • Initiated in 2017
  • Objective Develop and commercialize microbiome based bio-stimulant products that improve corn yield
  • Current stage Early development
  • Activities -
    • Evogene and DuPont-Pioneer to further develop candidate products in target regions in the US
    • DuPont-Pioneer to commercialize products through its world-leading seed treatment business

Internal Program Example

Positive results in corn & wheat field bio-stimulants programs

Corporate Structure

Ag-Chemicals - Market, Need & 'Connecting the Dots'

Collaboration Example - BASF

  • Initiated in 2015, collaboration period 3 years
  • Objective Herbicides with new MOA
  • Discovery stage
  • Activities:
    • " Evogene to identify novel targets and target-linked chemical candidates
    • BASF to screen & validate the chemical candidates and further develop successful candidates towards commercial products

evogene

Corporate Structure

Evofuel

Providing farmers with the most advanced castor seeds & ag-service solutions U.S. castor oil and derivatives market volume by product, 2014 - 2024 (KiloTons) 100.0 90.0 80.0 The global castor oil and 70.0 60.0 derivatives market is 50.0 expected to reach USD 40.0 2.30 billion by 2024** 30.0 20.0 10.0 -2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 Grand View Research, August 2016, http://www.grandviewresearch.co m/industry-analysis/castor-oildefivatives-industry

**http://www.grandvie.wresearch.c Sebacic Acid · Ricinoleic Acid Undecylenic Acid Castor Wax om/press-release/global-castor-oil-■Dehydrated Castor Oil Others derivatives-industry - Genomics & Technology- advanced breeding and varieties ■ Seed production- Castor bean fields for the production of seeds " Agro-technical support- Market specific crop protocols ■ Mechanical harvesting solution support 1 33

Evofuel Global Footprints

Corporate Structure

Biomica

O SECOND GENOME

vedanta

Johnon-Johnson

CY PURETECH ventures

ANDREESSEN
FOROWITZ

Takeda

  • So rac

ITVESIEIS NOREERING

Co MERCH

EVELO SERELO SERES

Discovery and development of human microbiome based therapeutics utilizing computational predictive biology (CPB) platform

  • ■~\$ 10Bn market opportunity by 2024
  • * \$840M invested in microbiome space since 2010
  • Big pharma and VCs deeply engaged
  • = Strong scientific correlation between human microbiome and a wide range of diseases
  • Microbiome-based therapeutics may complement existing therapies in treating known diseases

Biomica - 'Connecting the Dots'

BIOMICA

Corporate Structure

Evogene Highlights

Contact: [email protected] T: +972 8 931 1934

Appendix - Financials

Key Financials - Balance Sheet

Thousand US \$ 30.6.2017 31.12.2016
Current Assets 81,821 89,490
Long-Term Assets 5,625 6,496
Total Assets 87,446 95,986
Current Liabilities 4,633 5,225
Long-Term Liabilities 3,478 3,472
Shareholders Equity 79,335 87,289
Total Liabilities 87,446 95,986

Key Points:

  • " Cash position: 80 million USD as of 30.6.2017
  • . No debt
  • Estimated net cash usage for 2017: \$16-\$18 million

Key Financials - P&L

Thousand US \$ H1 2017 H1 2016 2016
Revenues 1,899 3,824 6,540
Gross Profit 234 734 901
Operating Loss (10,426) (9,765) (21,089)
Net Loss (9,590) (7,835) (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

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