Evogene Ltd. — Regulatory Filings 2022

Dec 21, 2022

6-K 1 zk2228912.htm 6-K Licensed to: Z-K Global Document created using Broadridge PROfile 22.10.1.5080 Copyright 1995 - 2022 Broadridge

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 December 2022

Commission File Number: 001-36187

EVOGENE LTD.

(Translation of Registrant’s Name into English)

13 Gad Feinstein Street, Park Rehovot, Rehovot

P.O.B 4173, Ness Ziona, 7414002, 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

On December 21, 2022, Evogene Ltd. (“ Evogene ”) announced that its subsidiary, Biomica Ltd. (“ Biomica ”), signed a definitive agreement for a $20 million financing round. The financing was led with a $10 million investment by Shanghai Healthcare Capital (“ SHC ”), with the balance of the investment by Evogene. Following the initial closing of this transaction, Evogene will hold approximately 67% of the share capital of Biomica, while SHC will hold approximately 20%, in each case on a fully diluted basis. Following consummation of the investment, SHC will have customary rights for an investment of this nature, including a board seat. The closing of the financing is subject to customary closing conditions, including clearance by Chinese regulatory authorities. A copy of the press release announcing this transaction 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.

Forward Looking Statements:

This Report 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”, “demonstrates”, or words of similar meaning. For example, Evogene is using forward-looking statements in this Report when it discusses the closing of the financing. Such statements are based on current expectations, estimates, projections and assumptions, describe opinions about future events, and 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, those risk factors contained in Evogene’s reports filed with applicable securities authorities. 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.

The press release attached as Exhibit 99.1 to this Form 6-K is incorporated by reference in the registration statements on Form F-3 (Securities and Exchange Commission (“ SEC ”) File No. 333-253300), and Form S-8 (SEC File Nos. 333-259215, 333-193788, 333-201443 and 333-203856) 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.

Date: December 21, 2022 EVOGENE LTD. (Registrant) By: /s/ Yaron Eldad Yaron Eldad Chief Financial Officer

EXHIBIT INDEX

EXHIBIT NO.	DESCRIPTION
99.1	Press Release: Biomica Raises $20 Million in a Financing Round to Advance its Pipeline of Microbiome-based Therapeutics.