Filed Pursuant to Rule 424(b)(3)
Registration No. 333-282218
Registration No. 333-282218
PROSPECTUS SUPPLEMENT NO. 4
(to Prospectus dated September 27, 2024)
(to Prospectus dated September 27, 2024)
3,384,616 Ordinary Shares
This Prospectus Supplement No. 4 updates, amends, and supplements the prospectus dated September 27, 2024 (as amended and supplemented, the “Prospectus”), which forms a part of our Registration Statement on Form F-1 (Registration No. 333- 282218). Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meanings
specified in the Prospectus.
This prospectus supplement is being filed to update, amend, and supplement the information in the Prospectus with the GAAP financial statements as of, and for the three and
twelve month periods ended on, December 31, 2024 (the “Q4 2024 financial statements”) included in the press release attached as Exhibit 99.1 to our Report of Foreign Private Issuer on Form
6-K furnished to the Securities and Exchange Commission on March 6, 2025 Accordingly, we have included the Q4 2024 financial statements in this prospectus supplement.
This prospectus supplement is also being filed to update, amend, and supplement the information in the Prospectus, with respect to the change in the composition of our board
of directors, included in our Report of Foreign Private Issuer on Form 6-K furnished to the Securities and Exchange Commission on March 6, 2025.
This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with
this prospectus supplement, and is qualified by reference thereto, except to the extent that the information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep this prospectus supplement
with your Prospectus for future reference.
As of the date of this Prospectus, our ordinary shares are listed and trade on the Nasdaq Capital Market under the symbol “EVGN”. The last reported sale price of our ordinary
shares on March 5, 2025, was $1.41 per share.
Investing in our ordinary shares is highly speculative and involves a high degree of risk. See “Risk Factors” beginning on page 8 of the Prospectus for a discussion of information that should be considered in connection with an investment in our ordinary shares, as well as the risks described under the heading
“Item 3 Key Information – D. Risk Factors” in our Annual Report on Form 20-F for the year ended December 31, 2023, which we filed with the Securities and Exchange Commission on March 28, 2024, and in other documents incorporated by reference into
the Prospectus, and under similar headings in any amendment or supplements to the Prospectus.
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities, or determined if the
Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is March 6, 2025
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 March 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 March 6, 2025, Evogene Ltd. (“Evogene”) announced its financial results for the fourth quarter and fiscal year ended December 31,
2024. 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 March 6, 2025 to discuss its quarterly results for the quarter ended December 31, 2024 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 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: March 6, 2025 |
EVOGENE LTD.
(Registrant) By: /s/ Yaron Eldad —————————————— Yaron Eldad Chief Financial Officer |
|||
EXHIBIT INDEX
|
EXHIBIT NO.
|
DESCRIPTION
|
|
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
U.S. dollars in thousands
|
December 31,
|
December 31,
|
|||||||
|
2024
|
2023
|
|||||||
|
CURRENT ASSETS:
|
||||||||
|
Cash and cash equivalents
|
$
|
15,301
|
$
|
20,772
|
||||
|
Short-term bank deposits
|
10
|
10,291
|
||||||
|
Trade receivables
|
1,091
|
357
|
||||||
|
Other receivables and prepaid expenses
|
2,064
|
2,973
|
||||||
|
Deferred expenses related to issuance of warrants
|
3,039
|
-
|
||||||
|
Inventories
|
1,819
|
76
|
||||||
|
23,324
|
34,469
|
|||||||
|
LONG-TERM ASSETS:
|
||||||||
|
Long-term deposits and other receivables
|
12
|
28
|
||||||
|
Investment accounted for using the equity method
|
82
|
-
|
||||||
|
Right-of-use-assets
|
2,447
|
980
|
||||||
|
Property, plant and equipment, net
|
1,804
|
2,455
|
||||||
|
Intangible assets, net
|
12,195
|
13,169
|
||||||
|
16,540
|
16,632
|
|||||||
|
$
|
39,864
|
$
|
51,101
|
|||||
|
CURRENT LIABILITIES:
|
||||||||
|
Trade payables
|
$
|
1,228
|
$
|
1,785
|
||||
|
Employees and payroll accruals
|
1,869
|
2,537
|
||||||
|
Lease liability
|
589
|
853
|
||||||
|
Liabilities in respect of government grants
|
323
|
388
|
||||||
|
Deferred revenues and other advances
|
360
|
362
|
||||||
|
Warrants and pre-funded warrants liability
|
2,876
|
-
|
||||||
|
Convertible SAFE
|
10,371
|
-
|
||||||
|
Other payables
|
1,079
|
1,019
|
||||||
|
18,695
|
6,944
|
|||||||
|
LONG-TERM LIABILITIES:
|
||||||||
|
Lease liability
|
1,914
|
285
|
||||||
|
Liabilities in respect of government grants
|
4,327
|
4,426
|
||||||
|
Deferred revenues and other advances
|
90
|
393
|
||||||
|
Convertible SAFE
|
-
|
10,368
|
||||||
|
6,331
|
15,472
|
|||||||
|
SHAREHOLDERS' EQUITY:
|
||||||||
|
Ordinary shares of NIS 0.2 par value:
Authorized – 15,000,000 ordinary shares; Issued and outstanding – 6,795,589 shares on December 31, 2024 and 5,079,313 (*) shares on December 31, 2023
|
363
|
286
|
||||||
|
Share premium and other capital reserve
|
272,257
|
269,353
|
||||||
|
Accumulated deficit
|
(274,071
|
)
|
(257,586
|
)
|
||||
|
Equity attributable to equity holders of the Company
|
(1,451
|
)
|
12,053
|
|||||
|
Non-controlling interests
|
16,289
|
16,632
|
||||||
|
Total equity
|
14,838
|
28,685
|
||||||
|
$
|
39,864
|
$
|
51,101
|
|||||
(*) Shares and per shares amounts have been retroactively adjusted to reflect the reserve stock split
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS
U.S. dollars in thousands (except share and per share amounts)
|
Year ended
December 31,
|
Three months ended
December 31,
|
|||||||||||||||
|
2024
|
2023
|
2024
|
2023
|
|||||||||||||
|
Revenues
|
$
|
8,511
|
$
|
5,640
|
$
|
1,611
|
$
|
578
|
||||||||
|
Cost of revenues
|
2,683
|
1,692
|
755
|
398
|
||||||||||||
|
Gross profit
|
5,828
|
3,948
|
856
|
180
|
||||||||||||
|
Operating expenses (income):
|
||||||||||||||||
|
Research and development, net
|
16,648
|
20,777
|
3,401
|
5,545
|
||||||||||||
|
Sales and marketing
|
3,425
|
3,611
|
650
|
1,033
|
||||||||||||
|
General and administrative
|
7,441
|
6,068
|
1,372
|
1,230
|
||||||||||||
|
Other expenses
|
524
|
-
|
-
|
-
|
||||||||||||
|
Total operating expenses, net
|
28,038
|
30,456
|
5,423
|
7,808
|
||||||||||||
|
Operating loss
|
(22,210
|
)
|
(26,508
|
)
|
(4,567
|
)
|
(7,628
|
)
|
||||||||
|
Financing income
|
7,546
|
1,486
|
4,726
|
358
|
||||||||||||
|
Financing expenses
|
(3,342
|
)
|
(965
|
)
|
(144
|
)
|
(71
|
)
|
||||||||
|
Financing income (expenses), net
|
4,204
|
521
|
4,582
|
287
|
||||||||||||
|
Share of loss of an associate
|
39
|
-
|
13
|
-
|
||||||||||||
|
Gain (loss) before taxes on income
|
(18,045
|
)
|
(25,987
|
)
|
2
|
(7,341
|
)
|
|||||||||
|
Taxes on income (tax benefit)
|
9
|
(33
|
)
|
7
|
(4
|
)
|
||||||||||
|
Loss
|
$
|
(18,054
|
)
|
$
|
(25,954
|
)
|
$
|
(5
|
)
|
$
|
(7,337
|
)
|
||||
|
Attributable to:
|
||||||||||||||||
|
Equity holders of the Company
|
(16,485
|
)
|
(23,879
|
)
|
427
|
(6,601
|
)
|
|||||||||
|
Non-controlling interests
|
(1,569
|
)
|
(2,075
|
)
|
(432
|
)
|
(736
|
)
|
||||||||
|
$
|
(18,054
|
)
|
$
|
(25,954
|
)
|
$
|
(5
|
)
|
$
|
(7,337
|
)
|
|||||
|
Basic and diluted loss per share, attributable to equity holders of the Company (*)
|
$
|
(2.89
|
)
|
$
|
(5.20
|
)
|
$
|
0.06
|
$
|
(1.30
|
)
|
|||||
|
Weighted average number of shares used in computing basic and diluted loss per share (*)
|
5,697,245
|
4,589,386
|
6,795,589
|
5,079,313
|
||||||||||||
(*) Shares and per shares amounts have been retroactively adjusted to reflect the reserve stock split.
CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands
|
Year ended
December 31,
|
Three months ended
December 31,
|
|||||||||||||||
|
2024
|
2023
|
2024
|
2023
|
|||||||||||||
|
Cash flows from operating activities:
|
||||||||||||||||
|
Loss
|
$
|
(18,054
|
)
|
$
|
(25,954
|
)
|
$
|
(5
|
)
|
$
|
(7,337
|
)
|
||||
|
Adjustments to reconcile loss to net cash used in operating activities:
|
||||||||||||||||
|
Adjustments to the profit or loss items:
|
||||||||||||||||
|
Depreciation and amortization
|
1,530
|
1,641
|
348
|
418
|
||||||||||||
|
Amortization of intangible assets
|
974
|
971
|
245
|
245
|
||||||||||||
|
Share-based compensation
|
1,795
|
1,877
|
317
|
113
|
||||||||||||
|
Revaluation of convertible SAFE
|
3
|
254
|
51
|
77
|
||||||||||||
|
Net financing income
|
(689
|
)
|
(666
|
)
|
(986
|
)
|
(460
|
)
|
||||||||
|
Loss (gain) from sale of property, plant and equipment
|
524
|
(26
|
)
|
-
|
-
|
|||||||||||
|
Excess of initial fair value of pre-funded warrants over transaction proceeds
|
2,684
|
-
|
-
|
-
|
||||||||||||
|
Amortization of deferred expenses related to issuance of warrants
|
471
|
-
|
334
|
-
|
||||||||||||
|
Remeasurement of pre-funded warrants and warrants
|
(6,529
|
)
|
-
|
(4,589
|
)
|
-
|
||||||||||
|
Associated Company loss share
|
39
|
-
|
13
|
-
|
||||||||||||
|
Taxes on income (tax benefit)
|
9
|
(33
|
)
|
7
|
(4
|
)
|
||||||||||
|
811
|
4,018
|
(4,260
|
)
|
389
|
||||||||||||
|
Changes in asset and liability items:
|
||||||||||||||||
|
Decrease (increase) in trade receivables
|
(734
|
)
|
(9
|
)
|
499
|
988
|
||||||||||
|
Decrease (increase) in other receivables
|
925
|
(1,445
|
)
|
324
|
(1,025
|
)
|
||||||||||
|
Decrease (increase) in inventories
|
(1,743
|
)
|
490
|
(363
|
)
|
37
|
||||||||||
|
Decrease in deferred taxes
|
-
|
94
|
-
|
94
|
||||||||||||
|
Increase (decrease) in trade payables
|
(596
|
)
|
742
|
(62
|
)
|
563
|
||||||||||
|
Increase (decrease) in employees and payroll accruals
|
(668
|
)
|
550
|
(420
|
)
|
478
|
||||||||||
|
Increase (decrease) in other payables
|
62
|
(534
|
)
|
(77
|
)
|
(67
|
)
|
|||||||||
|
Decrease in deferred revenues and other advances
|
(559
|
)
|
(288
|
)
|
(463
|
)
|
(478
|
)
|
||||||||
|
(3,313
|
)
|
(400
|
)
|
(562
|
)
|
590
|
||||||||||
|
Cash received (paid) during the period for:
|
||||||||||||||||
|
Interest received
|
934
|
905
|
288
|
472
|
||||||||||||
|
Interest paid
|
(67
|
)
|
(115
|
)
|
(11
|
)
|
(23
|
)
|
||||||||
|
Taxes paid
|
(11
|
)
|
(31
|
)
|
(11
|
)
|
(16
|
)
|
||||||||
|
Net cash used in operating activities
|
$
|
(19,700
|
)
|
$
|
(21,577
|
)
|
$
|
(4,561
|
)
|
$
|
(5,925
|
)
|
||||
CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands
|
Year ended
December 31,
|
Three months ended
December 31,
|
|||||||||||||||
|
2024
|
2023
|
2024
|
2023
|
|||||||||||||
|
Cash flows from investing activities:
|
||||||||||||||||
|
Purchase of property, plant and equipment
|
$
|
(626
|
)
|
$
|
(785
|
)
|
$
|
(322
|
)
|
$
|
(86
|
)
|
||||
|
Proceeds from sale of marketable securities
|
-
|
6,924
|
-
|
-
|
||||||||||||
|
Purchase of marketable securities
|
-
|
(503
|
)
|
-
|
-
|
|||||||||||
|
Proceeds from sale of property, plant and equipment
|
58
|
26
|
-
|
-
|
||||||||||||
|
Proceeds from short term bank deposits, net
|
10,190
|
(10,200
|
)
|
9,080
|
(500
|
)
|
||||||||||
|
Net cash provided by (used in) investing activities
|
9,622
|
(4,538
|
)
|
8,758
|
(586
|
)
|
||||||||||
|
Cash flows from financing activities:
|
||||||||||||||||
|
Issuance of a subsidiary preferred shares to non-controlling interests
|
-
|
9,523
|
-
|
-
|
||||||||||||
|
Proceeds from issuance of ordinary shares, pre-funded warrants and warrants
|
5,500
|
-
|
-
|
-
|
||||||||||||
|
Proceeds from issuance of ordinary shares, net of issuance expenses
|
123
|
8,449
|
-
|
45
|
||||||||||||
|
Repayment of lease liability
|
(901
|
)
|
(836
|
)
|
(206
|
)
|
(212
|
)
|
||||||||
|
Proceeds from government grants
|
232
|
1,089
|
-
|
20
|
||||||||||||
|
Repayment of government grants
|
(298
|
)
|
(73
|
)
|
-
|
-
|
||||||||||
|
Net cash provided by (used in) financing activities
|
4,656
|
18,152
|
(206
|
)
|
(147
|
)
|
||||||||||
|
Exchange rate differences - cash and cash equivalent balances
|
(49
|
)
|
(245
|
)
|
(7
|
)
|
99
|
|||||||||
|
Decrease in cash and cash equivalents
|
(5,471
|
)
|
(8,208
|
)
|
3,984
|
(6,559
|
)
|
|||||||||
|
Cash and cash equivalents beginning of the period
|
20,772
|
28,980
|
11,317
|
27,331
|
||||||||||||
|
Cash and cash equivalents end of the period
|
$
|
15,301
|
$
|
20,772
|
$
|
15,301
|
$
|
20,772
|
||||||||
|
Significant non-cash activities
|
||||||||||||||||
|
Acquisition of property, plant and equipment
|
$
|
120
|
$
|
81
|
$
|
120
|
$
|
81
|
||||||||
|
Increase of right-of-use-asset recognized with corresponding lease liability
|
$
|
2,307
|
$
|
194
|
$
|
-
|
$
|
59
|
||||||||
|
Exercise of pre-funded warrants
|
$
|
2,289
|
$
|
-
|
$
|
2,289
|
$
|
-
|
||||||||
|
Investment in affiliated Company with corresponding deferred revenues
|
$
|
120
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||
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 March 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
Evogene Ltd., or the Company, reports changes in the composition of its board of directors, or the Board. A copy of the press release announcing these changes is furnished as
Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K (this “Form 6-K”)
Ms. Sarit Firon has decided to step down from her role as chairperson of the Board but will continue to serve as a member of the Board. Ms. Firon will be replaced by Mr. Nir
Nimrodi, who has been serving as a member of the Board since September 2022. In addition, the Company's President and CEO, Mr. Ofer Haviv, will join as a member of the Board and will remain in office until the earlier of the first annual or special
general meeting of shareholders following his appointment.
The Company thanks Ms. Sarit Firon for her dedication and contribution to the Company as a chairperson over the years and looks forward to her continued support as a member of
the Board.
The content of this Form 6-K (excluding Exhibit 99.1) is incorporated by reference into the registration statements on Form F-3 (File No. 333-277565) and on Form S-8 (File Nos.
333-193788, 333-201443, 333-203856 and 333-259215) of the Company, filed with the Securities and Exchange Commission, to be a part thereof from the date on which this report 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.
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Date: March 6, 2025 |
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EVOGENE LTD.
(Registrant) By: /s/ Yaron Eldad Yaron Eldad Chief Financial Officer |
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DESCRIPTION
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