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Evogene Ltd.

Foreign Filer Report May 21, 2025

6785_rns_2025-05-21_d310c2ec-3670-4849-88e3-41426ec8fcf1.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 May 2025

Commission File Number: 001-36187

EVOGENE LTD.

(Translation of Registrant's Name into English)

13 Gad Feinstein Street, Park Rehovot, Rehovot 7638517, 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 ☐

CONTENTS

On May 21, 2025, Evogene Ltd. ("Evogene") announced its financial results for the first quarter ended March 31, 2025. A Copy of the press release announcing those results 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.

Evogene is holding a conference call on May 21, 2025 to discuss its quarterly results for the quarter ended March 31, 2025 and, in connection with that call, will make available to its investors a slide presentation to provide additional information regarding its business and its financial results. That slide presentation is attached as Exhibit 99.2 to this Form 6-K and is incorporated herein by reference.

The GAAP financial statements tables contained in the press release attached to this Form 6-K are incorporated by reference in the registration statements on Form F-3 (Securities and Exchange Commission ("SEC") File Nos. 333-253300 and 333-277565), and Form S-8 (SEC File Nos. 333-259215, 333-193788, 333-201443, 333-203856 and 333-286197) of Evogene, and will be a part thereof from the date on which this Form 6-K is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.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.

EVOGENE LTD. (Registrant)

By: /s/ Yaron Eldad Yaron Eldad Chief Financial Office

Date: May 21, 2025

EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION

99.1 Press Release: Evogene Reports First Quarter 2025 Financial Results. 99.2 Slide presentation for conference call of Evogene held on May 21, 2025, discussing Evogene's quarterly financial results for the first quarter of 2025.

Evogene Reports First Quarter 2025 Financial Results

Conference call and webcast: today, May 21, 2025, 9:00 am ET

Financial Highlights:

  • ◾ In the first quarter of 2025, total revenues were approximately \$2.4 million, compared to approximately \$4.2 million in the first quarter of 2024. The first quarter of 2024 revenues included license fee payments totaling \$3.5 million - \$2.5 million from Lavie Bio's license fee under its collaboration with Corteva, and \$1.0 million from AgPlenus' license fee under its collaboration with Bayer. The primary driver of revenue in the first quarter of 2025 was an increase in seed sales by Casterra.
  • ◾ During the fourth quarter of 2024 and the beginning of 2025, Evogene established an expense reduction plan which is expected to be completed by the second quarter of 2025. This reduction in expenses is already partially reflected in the financial results of the first quarter of 2025.
  • ◾ In the first quarter of 2025, total R&D expenses were approximately \$3.2 million, compared to approximately \$4.8 million in the first quarter of 2024. This decrease is mainly due to the decrease in Biomica's and Lavie Bio's R&D activity.
  • ◾ In the first quarter of 2025, total Sales & Marketing expenses were approximately \$0.6 million compared to approximately \$1.0 million in the first quarter of 2024. This decrease is mainly due to the decrease in Lavie Bio's S&M activity.
  • ◾ In the first quarter of 2025, total Operating expenses net were approximately \$5.0 million, compared to approximately \$8.0 million in the first quarter of 2024. This decrease is mainly due to the decrease in Lavie Bio's and Biomica's operating activity.
  • ◾ Evogene announced on April 21, 2025 the acquisition of most of the activity of Lavie Bio by ICL, for \$15.25 million. In addition, ICL will acquire MicroBoost AI for Ag, for approximately \$3.5 million. Lavie Bio will redeem the SAFE investment, made by an ICL affiliate. Acquisition completion is expected during Q2 2025, following satisfactory completion of customary closing conditions. This transaction is expected to generate value for Evogene both directly, through the sale of MicroBoost AI for Ag and indirectly, through dividends, as Evogene will remain a major shareholder in Lavie Bio.
  • ◾ As of the end of the first quarter of 2025, the company's cash and short-term bank deposits balance was approximately \$9.8 million, including approximately \$5.5 million attributable to Biomica. This cash balance does not reflect approximately \$2.0 million due from Casterra's outstanding customers, the majority of which were received in the second quarter of 2025. It also excludes the expected proceeds from the sale of Lavie Bio's assets and the MicroBoost AI for Ag tech-engine to ICL, a transaction expected to close in the second quarter of 2025 subject to completion of customary closing conditions.

Rehovot, Israel – May 21, 2025 – Evogene Ltd. (Nasdaq: EVGN, TASE: EVGN), a leading computational biology company aiming to revolutionize the development of life-science-based products, today announced its financial results for the first quarter ended March 31, 2025.

Mr. Ofer Haviv, Evogene's President and CEO , stated: "As part of our ongoing strategy to build a more capital-efficient and value-driven business model, Evogene is focusing on two key priorities: unlocking the full potential of our ChemPass-AI tech-engine in the pharmaceutical sector, and generating cash flow and strategic value from our subsidiaries. These efforts are designed to accelerate near-term monetization opportunities while reinforcing our long-term growth trajectory.

We've made significant progress in advancing ChemPass-AI tech-engine, our proprietary AI platform for small molecule drug discovery. Over the past quarter, we sharpened its value proposition for the pharma and biotech industries, with a clear focus on addressing a core challenge—designing highly potent, novel compounds that meet complex multi-parameter requirements. An example of our unique ChemPass-AI offering is the foundation model developed in collaboration with Google Cloud, at the core of our lead-optimization activity. Trained on an unparalleled dataset of approximately 38 billion molecules, this model expands our ability to discover structurally unique and clinically relevant compounds, significantly improving the likelihood of success in preclinical and clinical stages. This positions ChemPass-AI as a differentiated and commercially attractive solution for pharma partners seeking next-generation discovery capabilities.

In parallel, we are taking concrete steps to generate value from our subsidiaries. In April, we announced the acquisition of the majority of Lavie Bio's operations by ICL. This transaction is expected to generate value for Evogene in two ways: directly, through the sale of MicroBoost AI for Ag and indirectly, through dividends. We can also envision long-term upside for Evogene from certain existing collaboration agreements which remain in Lavie Bio and are not part of the transaction. We continue to explore similar strategic opportunities across our subsidiary portfolio, with the goal of unlocking shareholder value and supporting our broader mission through disciplined execution.

We are confident that these strategic initiatives will drive sustainable growth and position Evogene for long-term success in the evolving life sciences landscape," Mr. Haviv concluded.

Subsidiaries Updates:

Lavie Bio Ltd. – a leading ag-biologicals company that develops microbiome-based, novel bio-stimulant and bio-pesticide products, utilizing Evogene's MicroBoost AI tech-engine.

  • April 21, 2025 announced the acquisition of most of the activity of Lavie Bio by ICL, for \$15.25 million in value. In addition, ICL will acquire MicroBoost AI for Ag, for approximately \$3.5 million. Lavie Bio will redeem the prior SAFE investment, made by an ICL affiliate.
  • Acquisition completion is expected during Q2 2025, following completion of customary and regulatory closing conditions.

Casterra Ag Ltd. – focuses on developing integrated solutions for large-scale castor bean farming, utilizing GeneRator AI tech-engine.

  • Delivery of approximately 250 tons of castor seeds to a partner in Africa surpassing the approximately 215 tons delivered in entire 2024.
  • Strengthening the sales team in Brazil and initial execution of a new marketing and sales strategy.
  • Castor farming proof of concept trials for grain (not seed) to be sold to castor crushing factories, in Kenya and Brazil, with local partners. Trials are underway in all locations, with initial results expected in Q3 2025.

AgPlenus Ltd. – specializes in developing novel and sustainable crop protection products, utilizing Evogene's ChemPass AI tech-engine.

  • February 2025 discovery of a new mode of action for fungicides against Septoria in wheat.
  • Advancement in the discovery phase with the identification of promising candidate compounds targeting the new MoA.

Biomica Ltd. – a clinical-stage biopharmaceutical company developing innovative microbiome-based therapeutics, utilizing Evogene's MicroBoost AI tech-engine.

  • BMC128 Phase I clinical study is progressing. New data shows early signs of monotherapy effectiveness, through immune activation within 14 days.
  • Obesity and Longevity initial computational analyses indicate that microbiome-based solutions can be effectively designed and developed. Early-stage discussions taking place to evaluate potential partnerships.
  • Additional funding is required for Phase II of the clinical study. An expense reduction plan has been established, to be completed by Q3 2025. Expense reduction is already reflected in Biomica's financial results of Q1 2025.

Financial Highlights:

Cash Position: As of March 31, 2025, Evogene held consolidated cash, cash equivalents, and short-term bank deposits of approximately \$9.8 million, compared to approximately \$15.3 million as of December 31, 2024. This cash balance does not reflect approximately \$2.0 million due from Casterra's outstanding customers, the majority of which were received in the second quarter of 2025. Excluding Lavie Bio and Biomica, Evogene and its other subsidiaries used approximately \$3.0 million in cash during the first quarter of 2025.

Revenue: Revenues for the first quarter of 2025 were approximately \$2.4 million, a decrease from approximately \$4.2 million in the same period of the previous year. This decline was primarily due to revenues recognized in 2024 from Lavie Bio's license agreement with Corteva and AgPlenus's license agreement with Bayer. In 2025, revenues were mainly driven by Casterra's increased seed sales.

R&D Expenses: Research and development expenses for the first quarter of 2025 were approximately \$3.2 million, a significant decrease from approximately \$4.8 million in the same period of the previous year. The decrease in expenses in 2025 was mainly due to lower research and development expenses in Biomica and Lavie Bio compared to the same period the previous year, as well as the closure of Canonic's operations during the first half of 2024.

Sales and Marketing Expenses decreased to approximately \$6.5 thousand in the first quater of 20.5 compress to approximately \$992 toosand in the same period last year. The decrease was primarily driven by a reduction in Lavie Bio's sales and marketing activities this year.

General and Administrative Expenses Cenessed to approximately \$1.5 million in the first quarter of 2025, compred to approximately \$1.7 million in the same period last year. The decrease vas primarily attributable to reduct to Lavie Bio and Evoene, as well as the closure of Canancis or inst half of 2024.

Other Expenses (Income): Other income of apposition the first quarter of 2025 as part of the accounting treatment related o a sub-lease agencent. The decision to case Canonic's operations in the first half of 2024 resulted in \$0.5 million, primarily dee to the impairment of fired assess recorded in the first quarter of 2024.

Operating Loss: Operating loss for the first quarter of 2025 remained stable at approximately \$4.1 million, similar of 2024.

Financing Income / Expenses: Not finst quarter of 2025 was approximately S.1 million, compared o net financing income of approvinsitely S.41 thousand in the same period as ye The increase was primarily due to the accounting treatments and warrants issued in Evogene's August 2024 fundraising.

Net Lass The first of 2025 ws approximately \$3.0 million in the same period as year. The \$1.6 million in the same period has was primarily de to reduced operating expenses and increased net financing income, partially offset by decreased revenues, as noted above.

******************************************************************************************************************************************************************************

For the financial tables click here.

ﺪ ﺷﻬﺪ ﺍﻟﻤ

Conference Call & Webcast Details: Wednesday, May 21, 2025, 9:00 AM EST 4:00 PM IDT

To join the Zoom conference, please register in advance here

Webcast & Presentation link available at:

https://evogene.com/investor-relations/

About Evogene Ltd.

Evogene Ltd. (Nasdaq: EVGN, TASE: EVGN) is a computational biology company leveraging big data and artificial intelligence, aiming to revolutionize the development of life-science based products by utilizing cutting-edge technologies to increase the probability of success while reducing development time and cost.

Evogene established three unique tech-engines – MicroBoost AI, ChemPass AI and GeneRator AI. Each tech-engine is focused on the discovery and development of products based on one of the following core components: microbes (MicroBoost AI), small molecules (ChemPass AI), and genetic elements (GeneRator AI).

Evogene uses its tech-engines to develop products through strategic partnerships and collaborations, and its four subsidiaries including:

  • Biomica Ltd. (www.biomicamed.com) developing and advancing novel microbiome-based therapeutics to treat human disorders powered by MicroBoost AI;
  • Lavie Bio (www.lavie-bio.com) developing and commercially advancing, microbiome based ag-biologicals powered by MicroBoost AI;
  • AgPlenus Ltd. (www.agplenus.com) developing next generation ag-chemicals for effective and sustainable crop protection powered by ChemPass AI; and
  • Casterra Ag (www.casterra.co) developing and marketing superior castor seed varieties producing high yield and high-grade oil content, on an industrial scale for the biofuel and other industries powered by GeneRator AI.

For more information, please visit: www.evogene.com.

Forward-Looking Statements

This press release contains "forward-looking statements" relating to future events. These statements may be identified by words such as "may", "could", "expects", "hopes" "intends", "anticipates", "plans", "believes", "scheduled", "estimates", "demonstrates" or words of similar meaning. For example, Evogene and its subsidiaries are using forward-looking statements in this press release when they discuss the expected closing of the Lavie Bio – ICL transaction and the expected proceeds from such transaction and generation of value and long-term upside to Evogene, expected completion of Evogene's and Biomica's expense reduction plans and savings therefrom, ChemPass-AI being a differentiated and commercially attractive solution for pharma partners, Evogene's strategic initiatives, including achieving value from its subsidiaries, and their expected outcome to drive sustainable growth and position Evogene for long-term success in the evolving life sciences landscape, the timing of Casterra's trial results and Biomica's ability to raise funds which are required for Phase II of clinical study. 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 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, the current war between Israel, Hamas and Hezbollah and any worsening of the situation in Israel such as further mobilizations or escalation in the northern border of Israel, and those risk factors contained in Evogene's reports filed with the applicable securities authority. In addition, Evogene and its subsidiaries rely, and expect to continue to rely, on third parties to conduct certain activities, such as their field trials and pre-clinical studies, and if these third parties do not successfully carry out their contractual duties, comply with regulatory requirements or meet expected deadlines, Evogene and its subsidiaries may experience significant delays in the conduct of their activities. 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.

Evogene Investors Relations Contact:

Email: [email protected]

Tel: +972-8-9311901

CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION

U.S. dollars in thousands

March 31,
2025
December 31,
2024
Unaudited
ASSETS
CURRENT ASSETS:
Cash and cash equivalents
Short-term bank deposits
\$ 7,495
2,354
\$ 15,301
10
Trade receivables 2,640 1,091
Other receivables and prepaid expenses 651 2,064
Deferred expenses related to issuance of warrants 1,209 1,304
Inventories 2,152 1,819
16,501 21,589
LONG-TERM ASSETS:
Long-term deposits and other receivables 162 12
Investment in an associate 80 82
Deferred expenses related to issuance of warrants 1,505 1,735
Right-of-use-assets 2,480 2,447
Property, plant and equipment, net 1,621 1,804
Intangible assets, net 11,955 12,195
17,803 18,275
TOTAL ASSETS \$ 34,304 \$ 39,864
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Trade payables \$ 592 \$ 1,228
Employees and payroll accruals 1,622 1,869
Lease liabilities 670 589
Liabilities in respect of government grants 353 323
Deferred revenues and other advances 209 360
Warrants and pre-funded warrants liability 1,169 2,876
Convertible SAFE 10,371 10,371
Other payables 613 1,079
15,599 18,695
LONG-TERM LIABILITIES:
Lease liabilities
1,922 1,914
Liabilities in respect of government grants 4,302 4,327
Deferred revenues and other advances 86 90
6,310 6,331
TOTAL LIABILITIES \$ 21,909 \$ 25,026
SHAREHOLDERS' EQUITY:
Ordinary shares of NIS 0. 2 par value:
Authorized − 15,000,000 ordinary shares; Issued and outstanding – 6,672,173 ordinary shares on March 31, 2025 and 6,514,589 ordinary shares on
December 31, 2024 372 363
Share premium and other capital reserves
Accumulated deficit
272,641
(276,658)
272,257
(274,071)
Equity attributable to equity holders of the Company (3,645) (1,451)
Non-controlling interests 16,040 16,289
TOTAL EQUITY 12,395 14,838
TOTAL LIABILITIES AND EQUITY \$ 34,304 \$ 39,864

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

Three months ended
March 31,
2025 2024 December 31,
2024
Unaudited
Revenues \$
2,444
\$
4,190
\$
8,511
Cost of revenues 1,614 310 2,683
Gross profit 830 3,880 5,828
Operating expenses (income):
Research and development, net 3,208 4,801 16,648
Sales and marketing 645 992 3,425
General and administrative 1,294 1,654 7,441
Other expenses (income) (191) 519 524
Total operating expenses, net 4,956 7,966 28,038
Operating loss (4,126) (4,086) (22,210)
Financing income 1,603 407 7,546
Financing expenses (464) (166) (3,342)
Financing income, net 1,139 241 4,204
Share of loss of an associate 2
-
39
Loss before taxes on income (2,989) (3,845) (18,045)
Taxes on income -
-
9
Loss \$
(2,989)
\$
(3,845)
\$
(18,054)
Attributable to:
Equity holders of the Company (2,587) (3,863) (16,485)
Non-controlling interests (402) 18 (1,569)
\$
(2,989)
\$
(3,845)
\$
(18,054)
Basic and diluted loss per share, attributable to equity holders of the Company (*) \$
(0.38)
\$
(0.76)
\$
(2.89)
Weighted average number of shares used in computing basic and diluted loss per share (*) 6,798,173 5,083,116 5,697,245

(*) Shares and per share amounts have been retroactively adjusted to reflect the 1:10 reserve stock split and the changes in par value from NIS 0.02 to par value of NIS 0.2, effected on July 25, 2024.

U.S. dollars in thousands

Three months ended
March 31,
2025 2024 2024
Unaudited
Cash flows from operating activities:
Loss \$
(2,989)
\$
(3,845)
\$
(18,054)
Adjustments to reconcile loss to net cash used in operating activities:
Adjustments to the profit or loss items:
Depreciation and amortization of property, plant and equipment and right-of-use-assets 339 426 1,530
Amortization of intangible assets 240 245 974
Share-based compensation 316 539 1,795
Remeasurement of Convertible SAFE - (25) 3
Net financing income 1 (194) (689)
Loss from sale of property, plant and equipment - 519 524
Gain from deduction of right-of-use asset and subsequent
investment in sub-lease asset (191) - -
Excess of initial fair value of pre-funded warrants over transaction proceeds - - 2,684
Amortization of deferred expenses related to issuance of warrants 326 - 471
Remeasurement of pre-funded warrants and warrants (1,477) - (6,529)
Share of loss of an associate 2 - 39
Taxes on income - - 9
(444) 1,510 811
Changes in asset and liability items:
Increase in trade receivables (1,549) (182) (734)
Decrease (increase) in other receivables and prepaid expenses 1,467 (179) 925
Increase in inventories (333) (640) (1,743)
Decrease in trade payables (515) (685) (596)
Decrease in employees and payroll accruals (247) (105) (668)
Increase (decrease) in other payables (466) (61) 62
Decrease in deferred revenues and other advances (155) (71) (559)
(1,798) (1,923) (3,313)
Cash received (paid) during the year for:
Interest received 95 171 934
Interest paid (46) (23) (67)
Taxes paid - - (11)
Net cash used in operating activities \$
(5,182)
\$
(4,110)
\$
(19,700)

CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

U.S. dollars in thousands Three months ended March 31, Year ended December 31, 2025 2024 2024 Unaudited Cash flows from investing activities: Purchase of property, plant and equipment \$ (122) \$ (141) \$ (626) Proceeds from sale of property, plant and equipment - 10 58 Proceeds from finance sub -lease asset 2 - - Proceeds from short-term bank deposits - 1,210 27,340 Investment in short-term bank deposits (2,326) (5,441) (17,150) Net cash provided by (used in) investing activities (2,446) (4,362) 9,622 Cash flows from financing activities: Proceeds from issuance of ordinary shares, pre-funded warrants and warrants - - 5,500 Proceeds from issuance of ordinary shares, net of issuance expenses - 3 123 Repayment of lease liabilities (143) (231) (901) Proceeds from government grants 106 - 232 Repayment of government grants (122) (139) (298) Net cash provided by (used in) financing activities (159) (367) 4,656 Exchange rate differences on balances of cash and cash equivalent balances (19) (18) (49) Decrease in cash and cash equivalents (7,806) (8,857) (5,471) Cash and cash equivalents at the beginning of the period 15,301 20,772 20,772 Cash and cash equivalents at the end of the period \$ 7,495 \$ 11,915 \$ 15,301 Significant non-cash activities Purchase of property, plant and equipment \$ - \$ 22 \$ 120 Right-of-use asset recognized with corresponding lease liability \$ 207 \$ 130 \$ 2,307 Exercise of pre-funded warrants \$ 229 \$ - \$ 2,289 Derecognition of property, plant and equipment under a finance lease \$ 13 \$ - \$ - Investment in affiliated company with corresponding deferred revenues \$ - \$ 120 \$ 120

Q 1 2 0 2 5 E A R N I N G S C A L L O F E R H A V I V | P R E S I D E N T & C E O M a y 2 1 , 2 0 2 5

FORWARD LOOKING STATEMENT

This presentation contains "forward-looking to future events, and Evogene Ltd. (the "Company"), may from time to time make other statements, regarding our outlook or expectation results and or other matters regarding or affecting us that are considered "forward-looking statements" as defined in the Litigation Reform Act of 1995 (the "PSLRA") and other securities laws, as amended. Statements that are not statements of historical fact may be deements. Such forward-looking statements may be identified by the use of such words as "believe", "expect", "should", "planned", "estimated", "intend" and "potential" or words of similar meaning. We are using forward-looking statements in this we discuss our value drivers, commercialization efforts and timing, product development and launches, estimated market sizes and milestones, pipeline, as well as our capabilities and technology.

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 quarantees of future performance. Readers and affect the Company's actual results and could cause such rem any forward-looking statements that may be made in this presentation. Therefore, actual future results, performance or achever may differ materially from what is expessed or implied by such forward-looking statements due to a variety of factors, many of which including, without limitation, the current war between Israe, Hamas and Hezbollah and any worsening of the situation in the mobilizations or escalation in the northern border of Israel, those described in greater detail in Evogene's Annual Report on Form information Evogene files and funishes with the Irrael Securities Authority and the U.S. Securities and Exchange Commission, including those factors under the heading "Risk Factors".

Except as required by applicable securities laws, we disclaim or commitment to update any information contained in this presentation or to publicly release the results of any revisions to any 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 document, nor does it constitute or offer to sell, or any solicitation of any invitation or offer to pursecurities of Evogene or the Company, 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, contract, commitment or reating thereto or to the securities of Evogene or the Company.

The trademarks included herein are the property of the owners there purposes only. Such use should not be construed as an endorsement of our products or services.

evogene

CEO Update / By Ofer Haviv · Financial & Business Highlights · Evogene Overview · Subsidiaries' Overview CFO Update / By Yaron Eldad Q&A

3

evogene -

GEO UPDATE

Financial Highlights:

  • · In the first quarter of 2025, total revenues were ~\$2.4 million, compared to ~\$4.2 million in the first quarter of 2024. The first quarter 2024 revenues included license fee payments totaling \$3.5 million from Lavie Bio's license fee under its collaboration with Corteva, and \$1.0 million from AgPlenus' its collaboration with Bayer. The primary driver of revenues in the first quarter of 2025 was an increase in seed sales by Casterra.
  • · During the fourth quarter of 2024 and the beginning of 2025, Evogene established an expense reduction plan which will be completed by the second quarter of 2025. This reduction in expenses is already partially reflected in the financial results of the first quarter of 2025.
  • · In the first quarter of 2025, total R&D expenses were ~\$3.2 million compared to ~\$4.8 million in the first quarter of 2024. This decrease is mainly due to the decrease in Biomica's and Lavie Bio's R&D activity.
  • · In the first quarter of 2025, total Sales & Marketing expenses were ~\$0.6 million in the first quarter of 2024. This decrease is mainly due to the decrease in Lavie Bio's S&M activity.
  • · In the first quarter of 2025, total Operating expenses net were ~\$5.0 million in the first quarter of 2024. This decrease is mainly due to the decrease in Lavie Bio's and Biomica's Operating activity.
  • · As of the end of the first quarter of 2025, the company's cash and short-term bank deposits balance was ~\$9.8 million, including ~\$5.5 million attributable to Biomica. This cash balance does not reflect ~\$2.0 million due from Casterra's outstanding customers, the majority of which were received in the second quarter of 2025. It also excludes the expected proceeds from the sale of Lavie Bio's assets and the MicroBoost AI for Ag tech-engine to ICL, a transaction expected to close in the second quarter of 2025.

evogene

CEO UPDATE

Business Highlights Q1 2025 to date:

Evogene

ChemPass-AI for Pharma:

  • · Refining ChemPass-AI's value proposition for the pharmaceutical and biotech industries: designing novel compounds that are both highly potent and meet multiple critical development criteria.
  • Considerable progress in the foundation model application with Google Cloud; the foundation model constitutes the core of ChemPassGPT lead-optimization package.

Lavie Bio

  • · April 21, 2025 acquistion of most of the activity of
  • · Acquisition completion is expected during Q2 2025, following completion of customary and regulatory closing conditions.

evogene

CEO UPDATE

Business Highlights Q1 2025 to date:

Casterra

  • · Delivery of ~250 tons of castor seeds to partner in Africa surpassing the ~215 tons delivered in entire 2024.
  • · Strengthening sales team in Brazil and initial execution of a new marketing and sales strategy.
  • · Castor farming POC trials for grain (NOT seed) to castor crushing factories, in Kenya and Brazil, with local partners. Trials underway in all locations, initial results expected in Q3 2025.

AgPlenus

  • · Feb. 2025 discovery of a new MoA for fungicides against Septoria in wheat.
  • · Advancement in the discovery phase with identification of promising candidate compounds targeting the new MoA.

Biomica

  • · BMC128 Phase I clinical study is progressing. New data shows early signs of monotherapy effectiveness, through immune activation within 14 days.
  • · Obesity and Longevity initial computational analyses indicate that microbiome-based solutions can be effectively designed and developed. Early-stage discussions to evaluate potential partnerships.
  • · Additional funding required for Phase II. An expense reduction plan established, to be completed by Q3 2025.

evogene

CEO Update / By Ofer Haviv

  • · Financial & Business Highlights
  • · Evogene Overview

Q&A

  • · Subsidiaries' Overview
  • CFO Update / By Yaron Eldad

evogene -

OUR VISION

PIONEER GROUNDBREAKING LIFE-SCIENCE PRODUCTS ROOTED IN MICROBES, SMALL MOLECULES, AND GENOMICS

OUR MISSION

WE MERGE LIFE-SCIENCE WITH BIG DATA AND CUTTING-EDGE AI TECHNOLOGIES TO EFFECTIVELY DISCOVER AND OPTIMIZE BREAKTHROUGH LIFE-SCIENCE BASED PRODUCTS

8

Capture the value of our Al tech-engines through diverse collaborative partnerships to accelerate life-science product development

Partnering with experts in specific fields complements our technology, enabling groundbreaking innovations and financial gains for Evogene.

evogene ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

LICENSING & COLLABORATION | current status

LOOKING INTO 2025-2026

Evogene

  • · Focus on enhancing ChemPass Al tech-engine's competitive advantage for the pharma market segment (ex. - building foundation model with Google Cloud).
  • · Engage in collaborations with bio-tech and academia for smallmolecule drug discovery, utilizing ChemPass Al.
  • " Continue the support and development of MicroBoost Al and GeneRator Al based on the needs of our subsidiaries, with their funding.

Evogene's Subsidiaries

  • · Focus on creating exit events for Evogene with respect to part of our subsidiaries.
  • · Strengthen Casterra's position as a profitable world leader in the castor oil market.
  • · Support subsidiaries' efforts in their strategic fundraising activities.

VALUE PROPOSITION

SMALL-MOLECULF

DRUG DISCOVERY

We address a critical bottleneck in smallmolecule drug development- the discovery and design of highly potent, novel compounds, optimized across multiple parameters.

Our solution enables pharmaceutical and biotech companies to create breakthrough therapies while achieving strong and comprehensive intellectual property protection.

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evogene -

At the core of our approach is ChemPass AI - a proprietary computational platform powered by our in-house developed generative Al technology.

Purpose-built to explore uncharted chemical space, ChemPass Al delivers finely optimized molecules that meet complex product specifications with high potency.

DRUG DISCOVERY & DEVELOPMENT PIPELINE

TARGET SELECTION

Identifying disease-relevant proteins or pathways as viable therapeutic targets

DISCOVERY

Identifying and refining compounds through screening and optimization to create potent, selective, and safe drug candidates.

PRECLINICAL DEVELOPMENT

Rigorous in vitro and in vivo studies to assess drug candidate safety and efficacy

CLINICAL STUDIES

3 Phases of clinical trials evaluating safety, dosage, and effectiveness of a drug candidate in a patient population

1 6 1 6 E v o g e n e ' s O f f e r i n g D r u g D i s c o v e r y & D e v e l o p m e n t P i p e l i n e H I T - T O - L E A D H I T S C R E E N I N G L E A D O P T I M I Z A T I O N T A R G E T S E L E C T I O N D I S C O V E R Y . P R E C L I N I C A L D E V E L O P M E N T C L I N I C A L S T U D I E S

EVOGENE'S DRUG DISCOVERY PLATFORM

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OUR FIRST IN CLASS FOUNDATION MODEL

THE CHALLENGE

Most drug discovery efforts remain blind to the vast chemical space, limiting innovation to a tiny fraction of potential molecules.

ICL to Acquire the Activity of Evogene's subsidiary, Lavie Bio

ICL to Acquire the Activity of Evogene's subsidiary, Lavie Bio

Lavie Bio improves agriculture productivity and sustainability through microbiome-based agbiological products

Rehovot, Israel, April 21, 2025 - Evogene Ltd. (Nasdaq, TASE: EVGN) a leading computational biology company focused on revolutionizing life-science-based product discovery and development, today announced the signing of a definitive agreement under which ICL, will acquire the majority of activity of Evogene's subsidiary, Lavie Bio Ltd. As part of the agreement, ICL will also acquire Evogene's MicroBoost Al for AG platform.

The transaction is expected to close during the second quarter of 2025, subject to the fulfillment of customary closing conditions.

Lavie Bio is a recognized leader in the ag-biologicals industry with a robust pipeline of microbiome-based ag-biological products. Key assets to be transferred to ICL include Lavie Bio's core team, the BDD technology platform, the company's microbial bank and data assets, the majority of the company's development programs, and its commercial products. Additionally, ICL will acquire Evogene's MicroBoost Al for AG platform. Lavie Bio's existing agreements with its current partners will not be transferred to ICL and may generate future revenue for Lavie Bio's shareholders.

evogene

Focus on creating exit events for Evogene with respect to part of our subsidiaries.

DECODING BIOLOGY

evogene

CEO Update / By Ofer Haviv

  • · Financial & Business Highlights
  • · Evogene Overview
  • · Subsidiaries' Overview
  • CFO Update / By Yaron Eldad Q&A

Lavie Bio, a global leader in developing next generation ag-biological products, leveraging MicroBoost Al tech-engine

  • · On April 21, 2025, Evogene announced the acquisition of most of the activity of Lavie Bio by ICL, for US\$15.25 million. As part of the transaction ICL's SAFE investment in Lavie Bio is being redeemed.
  • · In addition, ICL will acquire Evogene's MicroBoost Al for Ag for ~\$3.5 million.
  • Key assets: Lavie Bio's core team and selected Evogene's employees; the BDD technology platform; microbial bank and data assets; most of Lavie Bio's development programs.
  • · Lavie Bio's existing agreements with its current partners, Corteva & Syngenta, will not be transferred to ICL and may generate future revenue for Lavie Bio.
  • · Acquisition completion is expected during Q2 2025, following the satisfactory completion of certain customary closing conditions.

Casterra focuses on developing integrated solutions for large-scale castor bean farming, utilizing GeneRator Al tech-engine

Main targets for 2025

  • · Increase castor seeds revenue in Africa; initial sales in Brazil and additional territories.
  • · Initiate POC trials for grain (NOT seed) farming with a tier 1 partner in Kenya and/or Brazil.
  • · Continue development of improved varieties addressing market needs; advance at least 2 new lines to precommercial phase.
  • · Develop a solution for reducing ricin quantity in meal, to be used as organic fertilizer.
  • · Strengthen and improve seed production facilities in Kenya and Brazil.

AgPlenus specializes in developing novel and sustainable crop protection products, utilizing Evogene's ChemPass Al tech-engine

Main targets for 2025

  • · Achieve 2nd milestone in Corteva collaboration agreement.
  • · Continue execution of Bayer herbicide collaboration according to workplan.
  • · Discover and advance 2-3 small molecules (hits) with new MoAs in Zymoseptoria program.
  • · Engage in a new collaboration agreement for fungicide (Zymoseptoria).

Biomica specializes in developing microbiome-based therapeutics for human health, utilizing Evogene's MicroBoost Al tech-engine

Main targets for 2025

  • · Complete Phase 1 study in oncology program; obtain full results and additional supporting clinical data.
  • · Submit IND application to the US FDA and obtain FDA approval for the Phase 2 study.
  • · Obesity and Longevity programs: complete discovery & invitro validations; seek partners for both programs.

evogene

CEO Update / By Ofer Haviv

  • · Financial & Business Highlights
  • · Evogene Overview

Q&A

· Subsidiaries' Overview

CFO Update / By Yaron Eldad

CFO UPDATE

March 31,
2025
December 31,
2024
Unaudited
ASSIBITS
CURRENT ASSESSENS:
Cash and cash equivalents S 7.495 S 15,301
Short-term bank deposits 2,354 10
Trade receivables 2.640 1.091
Other receivables and prepaid expenses 651 2,064
Deferred expenses related to issuance of warrants 1,209 1,304
Inventories 2,152 1,819
16,501 21,589
LONG-TERM ASSETS:
Long-term deposits and other receivables 162 12
Investment in an associate 80 82
Deferred expenses related to issuance of warrants 1,505 1,735
Right-of-use-assets 2,480 2,447
Property, plant and equipment, net 1,621 1,804
Intangible assets, net 11.955 12,195
17.803 18,275
TOTAL ASSESS S 34,304 S 39,864

evolgene

DECODING BIOLOGY *

CFO UPDATE

2025 2024
Unaudited
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Trade payables S 592 S 1,228
Employees and payroll accruals 1,622 1,869
Lease liabilities 670 ನಿಕಿರಿ
Liabilities in respect of government grants 353 323
Deferred revenues and other advances 209 360
Warrants and pre-funded warrants liability 1,169 2,876
Convertible SAFE 10,371 10,371
Other payables 613 1,079
15,599 18,695
LONG-TERM LABILITIES.
Lease liabilities 1,922 1,914
Liabilities in respect of government grants 4,302 4,327
Deferred revenues and other advances દર્ભ 90
6,310 6,331
TOTAL LIABLETTIES S 21,909 S 25,026
SHAREHOLDERS' EQUITY:
Ordinary shares of NIS 0. 2 par value:
Authorized - 15,000,000 ordinary shares; Issued and
outstanding - 6,672,173 ordinary shares on March 31,
2025 and 6,514,589 ordinary shares on December 31,
2024
372 363
Share premium and other capital reserves 272,641 272,257
Accumulated deficit (274,071)
(276,658)
Equity attributable to equity holders of the Company (3,645) (1,451)
Non-controlling interests 16,040 16,289
TOTAL EQUITY 12,395 14,838
TOTAL LIABILITIES AND EQUITY S 34,304 S 39,864

March 31,

December 31,

evolgene

DECODING BIOLOGY *

CFO UPDATE

Evogene Financial Performance Q1 2025

Three months ended
March 31,
Year ended
December 31,
2025 2024 2024
Unaudited
Revenues S
2.444
S
4,190
S
8,511
Cost of revenues 1,614 310 2,683
Gross profit 830 3,880 5,828
Operating expenses (income):
Research and development, net 3,208 4,801 16,648
Sales and marketing 645 992 3,425
General and administrative 1,294 1.654 7.441
Other expenses (income) (191) 519 524
Total operating expenses, net 4,956 7,966 28,038
Operating loss (4,126) (4,086) (22,210)
Financing income 1.603 407 7,546
Financing expenses (464) (166) (3,342)
Financing income (expenses), net 1,139 241 4,204
Share of loss of an associate 2 39
Loss before taxes on income (2,989) (3,845) (18,045)
Taxes on income (tax benefit) 9
Loss S
(2,989)
(3,845)
S
\$ (18,054)
Attributable to:
Equity holders of the Company (2,587) (3,863) (16,485)
Non-controlling interests (402) 18 (1,569)
S
(2,989)
S
(3,845)
\$ (18,054)

evolgene

DECODING BIOLOGY *

evogene

CEO Update / By Ofer Haviv

  • · Financial & Business Highlights
  • · Evogene Overview
  • · Subsidiaries' Overview
  • CFO Update / By Yaron Eldad Q&A

THANK YOU

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