Evogene Ltd. — Capital/Financing Update 2026

Feb 19, 2026

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02/19/2026 03:41 PM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL

Washington, D.C. 20549

FORM D

OMB Number:	3235-0076
Estimated average burden hours per	4.00
response

Notice of Exempt Offering of Securities

1. Issuer's Identity
CIK (Filer ID Number)		Previous Names X None	Entity Type
0001574565			X Corporation
Name of Issuer			Limited Partnership
Evogene Ltd.			Limited Liability Company
L3	Jurisdiction of Incorporation/Organization		General Partnership
Year of Incorporation/Organization			Business Trust
X Over Five Years Ago			Other (Specify)
	Within Last Five Years (Specify Year)
Yet to Be Formed
	2. Principal Place of Business and Contact Information
Name of Issuer
Evogene Ltd.
Street Address 1		Street Address 2
13 GAD FEINSTEIN STREET			PARK REHOVOT
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
REHOVOT	ISRAEL	7638517	97289311900
3. Related Persons
Last Name Haviv	First Name Ofer		Middle Name
Street Address 1	Street Address 2
c/o Evogene Ltd.		13 Gad Feinstein Street, Park Rehovot
City		State/Province/Country	ZIP/PostalCode
Rehovot	ISRAEL		7638517
Relationship:	X Executive Officer	X Director	Promoter
	Clarification of Response (if Necessary):
	President and Chief Executive Officer and Director
Last Name	First Name		Middle Name
Eldad	Yaron
Street Address 1	Street Address 2
c/o Evogene Ltd. City		13 Gad Feinstein Street, Park Rehovot State/Province/Country	ZIP/PostalCode
Rehovot	ISRAEL		7638517
Relationship:	X Executive Officer	Director	Promoter
	Clarification of Response (if Necessary):
Chief Financial Officer
Last Name	First Name		Middle Name
Tarcic	Gabi
Street Address 1	Street Address 2
c/o Evogene Ltd.		13 Gad Feinstein Street, Park Rehovot
City		State/Province/Country	ZIP/PostalCode
Rehovot Relationship:	ISRAEL X Executive Officer	Director	7638517 Promoter
Vice President Product	Clarification of Response (if Necessary):
Last Name Zhidkov	First Name Ilia		Middle Name
Street Address 1	Street Address 2
c/o Evogene Ltd.		13 Gad Feinstein Street, Park Rehovot
City		State/Province/Country	ZIP/PostalCode
Rehovot	ISRAEL		7638517
Relationship:	X Executive Officer	Director	Promoter
	Clarification of Response (if Necessary):

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Vice President Computational Platform

Last Name					Middle Name
Nimrodi	First Name Nir
Street Address 1	Street Address 2
c/o Evogene Ltd.				13 Gad Feinstein Street, Park Rehovot
City		State/Province/Country			ZIP/PostalCode
Rehovot		ISRAEL			7638517
Relationship:	Executive Officer		X Director	Promoter
Clarification of Response (if Necessary):
Chairperson of the Board
Last Name		First Name			Middle Name
Firon	Sarit
Street Address 1		Street Address 2
c/o Evogene Ltd. City		State/Province/Country		13 Gad Feinstein Street, Park Rehovot	ZIP/PostalCode
Rehovot		ISRAEL			7638517
Relationship:	Executive Officer		X Director	Promoter
Clarification of Response (if Necessary):
Last Name		First Name			Middle Name
Falk Street Address 1	Dan	Street Address 2
c/o Evogene Ltd.				13 Gad Feinstein Street, Park Rehovot
City		State/Province/Country			ZIP/PostalCode
Rehovot		ISRAEL			7638517
Relationship:	Executive Officer		X Director	Promoter
Clarification of Response (if Necessary):
Last Name		First Name			Middle Name
Percy	Adrian
Street Address 1		Street Address 2
c/o Evogene Ltd.				13 Gad Feinstein Street, Park Rehovot
City		State/Province/Country			ZIP/PostalCode
Rehovot		ISRAEL	X Director		7638517
Relationship:	Executive Officer			Promoter
Clarification of Response (if Necessary):
Last Name		First Name			Middle Name
Recanati	Leon				Yehuda
Street Address 1 c/o Evogene Ltd.		Street Address 2		13 Gad Feinstein Street, Park Rehovot
City		State/Province/Country			ZIP/PostalCode
Rehovot		ISRAEL			7638517
Relationship:	Executive Officer		X Director	Promoter
Clarification of Response (if Necessary):
4. Industry Group
Agriculture			Health Care		Retailing
Banking & Financial Services				Biotechnology		Restaurants
Commercial Banking				Health Insurance		Technology
Insurance				Hospitals & Physicians		Computers
Investing				X Pharmaceuticals		Telecommunications
Investment Banking				Other Health Care		Other Technology
Pooled Investment Fund			Manufacturing		Travel
Is the issuer registered as			Real Estate			Airlines & Airports
	an investment company under		Commercial			Lodging & Conventions
the Investment Company Act of 1940?						Tourism & Travel
			Construction			Services
Yes	No			REITS & Finance		Other Travel
	Other Banking & Financial Services		Residential		Other
Business Services				Other Real Estate
Energy

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Coal Mining
Electric Utilities
Energy Conservation
Environmental Services
Oil & Gas
Other Energy
5. Issuer Size
Revenue Range No Revenues	OR Aggregate Net Asset Value Range No Aggregate Net Asset Value
\$1 - \$1,000,000	\$1 - \$5,000,000
\$1,000,001 - \$5,000,000	\$5,000,001 - \$25,000,000
\$5,000,001 - \$25,000,000	\$25,000,001 - \$50,000,000
\$25,000,001 - \$100,000,000	\$50,000,001 - \$100,000,000
Over \$100,000,000	Over \$100,000,000
X Decline to Disclose	Decline to Disclose
Not Applicable	Not Applicable
6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
Rule 504(b)(1) (not (i), (ii) or (iii))	X Rule 506(b)
Rule 504 (b)(1)(i)	Rule 506(c)
Rule 504 (b)(1)(ii)	Securities Act Section 4(a)(5)
Rule 504 (b)(1)(iii)	Investment Company Act Section 3(c)
	Section 3(c)(1) Section 3(c)(9)
	Section 3(c)(2) Section 3(c)(10)
	Section 3(c)(3) Section 3(c)(11)
	Section 3(c)(4) Section 3(c)(12)
	Section 3(c)(5) Section 3(c)(13)
	Section 3(c)(6) Section 3(c)(14)
	Section 3(c)(7)
7. Type of Filing
X New Notice	Date of First Sale 2026-02-11 First Sale Yet to Occur
Amendment
8. Duration of Offering
Does the Issuer intend this offering to last more than one year?	Yes X No
9. Type(s) of Securities Offered (select all that apply)
Equity	Pooled Investment Fund Interests
Debt	Tenant-in-Common Securities
X Option, Warrant or Other Right to Acquire Another Security	Mineral Property Securities
X Security to be Acquired Upon Exercise of Option, Warrant or	Other (describe)
Other Right to Acquire Security
10. Business Combination Transaction
merger, acquisition or exchange offer?	Is this offering being made in connection with a business combination transaction, such as a Yes X No
Clarification of Response (if Necessary):
11. Minimum Investment
Minimum investment accepted from any outside investor \$ 0 USD
12. Sales Compensation

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A.G.P./Alliance Global Partners 000008361 (Associated) Broker or Dealer X None (Associated) Broker or Dealer CRD Number X None Street Address 1 Street Address 2 590 Madison Avenue 28th Floor City State/Province/Country ZIP/Postal Code New York NEW YORK 10022 State(s) of Solicitation All States Non-US/Foreign AL AK AZ AR CA CO CT DE DC FL GA HI ID IL IN IA KS KY LA ME MD MA MI MN MS MO NM X NY MT NE NV NH NJ NC ND OH OK OR PA RI SC SD TN TX UT VT VA WA WV WI WY PR 13. Offering and Sales Amounts Total Offering Amount \$ 3,384,616 USD or Indefinite Total Amount Sold \$ 3,384,616 USD Total Remaining to be Sold \$ 0 USD or Indefinite Clarification of Response (if Necessary): Gross proceeds reflect the cash exercise of 3,384,616 existing warrants at an exercise price of \$1.00 per share in a warrant inducement transaction. As part of the inducement, the Company issued new warrants to purchase up to 5,076,924 shares. Gross proce 14. Investors Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering. Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have 1 invested in the offering: 15. Sales Commissions & Finder's Fees Expenses Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount. Sales Commissions \$ 236,923 USD Estimate Finders' Fees \$ 0 USD Estimate Clarification of Response (if Necessary): 16. Use of Proceeds Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount. \$ 0 USD Estimate Clarification of Response (if Necessary): Signature and Submission Please verify the information you have entered and review the Terms of Submission below before signing and submitting this notice. Terms of Submission	Recipient	Recipient CRD Number None
In submitting this notice, each identified issuer is:
• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.* • Irrevocably appointing each of the Secretary of the SEC and the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in

which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be

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made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes; or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Evogene Ltd.	/s/ Yaron Eldad	Yaron Eldad	Chief Financial Officer	2026-02-19

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

^* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.