6-K
Evogene Ltd. (EVGN)
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 2024
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 ☐
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 is the following exhibit:
| 99.1 | Evogene Investor Presentation. |
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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: May 29, 2024 | EVOGENE LTD.<br><br> (Registrant)<br><br> <br><br> By: /s/ Yaron Eldad<br><br> Yaron Eldad<br><br> Chief Financial Officer |
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Exhibit 99.1

Life-Science Products NEW GENERATION PIONEERING OFER HAVIV | PRESIDENT & CEO May, 2024

2 FORWARD LOOKING STATEMENT This presentation contains "forward-looking statements" relating to future events, and Evogene Ltd. (the “Company”), may from time to time make other statements, regarding our outlook or expectations for future financial or operating results and/or other matters regarding or affecting us that are considered “forward-looking statements” as defined in the U.S. Private Securities Litigation Reform Act of 1995 (the “PSLRA”) and other securities laws, as amended. Statements that are not statements of historical fact may be deemed to be forward-looking statements. Such forward-looking statements may be identified by the use of such words as “believe”, “expect”, “anticipate”, “should”, “planned”, “estimated”, “intend” and “potential” or words of similar meaning. We are using forward-looking statements in this presentation when 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 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. Readers are cautioned that certain important factors may affect the Company's actual results and could cause such results to differ materially from any forward-looking statements that may be made in this presentation. Therefore, actual future results, performance or achievements, and trends in the future 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 our control, 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 described in greater detail in Evogene's Annual Report on Form 20-F and in other information Evogene files and furnishes with the Israel 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 any obligation or commitment to update any information contained in this presentation or to publicly release the results of any revisions to 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 constitute a prospectus or other offering document, nor does it constitute or form part of any invitation or offer to sell, or any solicitation of any invitation or offer to purchase or subscribe for, any securities 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 relating thereto or to the securities of Evogene or the Company. 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 our products or services. 2

AGENDA Value Proposition Business Strategy Success Stories Summary 3 About Evogene

DESIRE FOR PROGRESS & A BETTER FUTURE HUMANS HAVE CONSISTENTLY INVESTED TIME AND RESOURCES IN THE PURSUIT OF IMPROVING LIFE, WELL-BEING, AND HEALTH, FUELED BY AN INNATE Throughout History 4

OUR VISION PIONEER GROUNDBREAKING LIFE-SCIENCE PRODUCTS ROOTED IN MICROBES, SMALL MOLECULES, AND GENOMICS DECODING BIOLOGY 5

6 SMALL MOLECULES GENETIC ELEMENTS MICROBES AGRICULTURE & FOOD PHARMA & WELLNESS OTHER INDUSTRIES Plasticdegradation Chemicals Source forenzymes Oil spillclearing Waste-watertreatments Therapeuticmicrobials AGRICULTURE & FOOD PHARMA & WELLNESS OTHER INDUSTRIES Cropprotection Chemicalstimulants Pharmaceuticals Advancedwound care Medical devicecoating Flavors and Fragrances AGRICULTURE & FOOD PHARMA & WELLNESS OTHER INDUSTRIES Improvedcrops Alternativefood Medical Cannabis Genetherapy Diagnostics & precisionmedicine Celltherapy Bio fuel Fragrances Natural foodcoloring Novelenzymes Probiotics Dietarysupplements Animalhealthcare Animalfertility Human &animal probiotics Food Microbialsfor crops DIVERSE LIFE-SCIENCE INDUSTRIES

THE COMPLEXITY OF LIFE SCIENCE PRODUCT DEVELOPMENT Low probability of successwith high cost and long time-to market Pharma Industry Cost of developing a single pharmaceutical drug* In the 1970’s $180M In recent years $2,000M > Ag-chemicalsIndustry Years to develop a new crop protection product** 1995 8Y 1995 8Y 2000 9Y 2005-2008 10Y 2010-2014 11+Y *Phillips McDougall, 2016. **https://www.forbes.com/sites/matthewherper/2017/10/16/the-cost-of-developing-drugs-is-insane-a-paper-that-argued-otherwise-was-insanely-bad/?sh=7533aa82d459 7

THE RESOURCE KILLER LIFE-SCIENCE PRODUCTS LONG-TAIL PROCESS > DISCOVERY > OPTIMIZATION > DEVELOPMENT > REGULATION THE CHALLENGE finding the winning candidates out of a vast number of possible prospects that address a complex myriad of criteria, to reach higher success rate for products “Needle in the haystack” TIME/MONEY ApprovedProduct 8

BIG DATA AI HISTORIC SINGULARITYPOINT TODAY WE ARE ON THE BRINK OF A Computational technology advancements enable the discovery and optimization of the most promising candidates, addressing multiple development challenges towards successful life-science based products LIFE-SCIENCE PRODUCT DEVELOPMENT Acceleration Optimization Efficiency LIFE- SCIENCE 9

10 OUR MISSION AS PIONEERS AT THE FRONTIER, WE ARE DEDICATED TO REVOLUTIONIZING THIS FIELD. WE HARNESS CUTTING-EDGE COMPUTATIONAL BIOLOGY TECHNOLOGIES TO DRIVE PROGRESS, ENSURING OUR LEADERSHIP IN CREATING SOLUTIONS THAT PROPEL HUMANITY TOWARDS A BRIGHTER TOMORROW. DECODING BIOLOGY WE MERGE LIFE-SCIENCE WITH BIG DATA AND CUTTING-EDGE AI TECHNOLOGIES TO EFFECTIVELY DISCOVER AND OPTIMIZE BREAKTHROUGH LIFE-SCIENCE BASED PRODUCTS

WHEN LIFE-SCIENCE MEETS DISRUPTIVE TECHNOLOGIES ISRAEL HQ EVGN NASDAQ & TASE Employees 4 Subsidiaries 3 Innovative AITech Engines PhD’s 2002 Established 50% Woman 11 COMMERCIAL PRODUCTS* Microbes Small Molecules Genetic Elements Microbiome-based Therapeutics Ag Biologicals Ag Chemicals Castor Cultivation Castor varieties Bio-inoculant *By Evogene’s subsidiaries EVF701 EVF712 EVF716 As of May 9, 2024 135 30%

12 Group COMMERCIAL & FINANCIAL PARTNERS Investment & Collaboration Collaboration Investment & Collaboration Collaboration Collaboration Investment Collaboration Collaboration Collaboration Collaboration Collaboration

AGENDA Value Proposition Business Strategy Success Stories Summary 13 About Evogene

BIG DATA SCIENCE AI OUR SOLUTION Born from over a decade of intensive R&D, fueled by millions of dollars in investment, merging life-science with big- data and cutting-edge AI technology, the CPB directs and accelerates life-science product discovery and optimization through dedicated AI Tech-Engines. Computational Predictive Biology 14 Breakthrough Products Backed by Technology & Science PLATFORM

DISCOVERY & OPTIMIZATION WE DIRECT AND ACCELERATE LIFE-SCIENCE PRODUCT utilizing 3 dedicated AI tech-engines MICROBES GENETIC ELEMENTS SMALL MOLECULES The Result: Promising candidates addressing multiple development challenges towards successful life-science-based products. PROBABILITY OF SUCCESS TIME COST 15

16 AI TECH-ENGINES Direct & accelerate life-science product discovery & optimization Computational selection of the most promising candidates to initiate the product development process. Computational driven solution addressing optimization challenges for the selected candidates, without impairing their ability to address various other product attributes. Optimization Discovery

AI TECH-ENGINEDASHBOARD(Example) 17

AGRICULTURE & FOOD PHARMA & WELLNESS OTHER INDUSTRIES 18 POTENTIAL MARKET DIVERSITY Structuring an ’ecosystem’ of diverse product types to be developed utilizing our AI Tech-Engines Potential Markets for MicroBoost AI (Example) Plasticdegradation Chemicals Source forenzymes Oil spillclearing Waste-watertreatments Microbialsfor crops Food Human &animal probiotics Therapeuticmicrobials Probiotics Dietarysupplements

AGENDA Value Proposition Business Strategy Success Stories Summary 19 About Evogene

20 SMALL MOLECULES GENETIC ELEMENTS MICROBES A WORLD OF OPPORTUNITIES FOR OUR AI TECH ENGINES AGRICULTURE & FOOD PHARMA & WELLNESS OTHER INDUSTRIES Improvedcrops Alternativefood Medical Cannabis Genetherapy Diagnostics & precisionmedicine Celltherapy Bio fuel Fragrances Natural foodcoloring Novelenzymes AGRICULTURE & FOOD PHARMA & WELLNESS OTHER INDUSTRIES Cropprotection Chemicalstimulants Animalfertility Animalhealthcare Pharmaceuticals Advancedwound care Medical devicecoating Flavors and Fragrances AGRICULTURE & FOOD PHARMA & WELLNESS OTHER INDUSTRIES Plasticdegradation Chemicals Source forenzymes Oil spillclearing Waste-watertreatments Microbialsfor crops Food Human &animal probiotics Therapeuticmicrobials Probiotics Dietarysupplements

21 BUSINESS STRATEGY Capture the value of our AI 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 AI Tech Engines Novel Life-Science PRODUCT PARTNER Specific Expertise MAXIMUM POTENTIAL MINIMUM RISK 21

22 BUSINESS MODEL Two Main Partnership Structures Joint product development with a leading company utilizing Evogene’s unique tech-engines. Typically, the partner leads later-stage development and product commercialization. COLLABORATION A time-limited license grant for utilizing one of Evogene’s tech-engines, to a related party for product development in a defined commercial field. In most cased the related party will be a subsidiary of Evogene. LICENSING Capture the value of our AI tech-engines as product-development enablers, through:

23 01 Licensing Potential revenue stream License fees & R&D reimbursement Royalties from sale of end-products Dividends to Evogene as a shareholder* Significant one-time-payment upon an exit event** Powered by Business Model *Subject to meeting the Israeli dividend tests and criteria. May no be distributed in the near future or at all. **As long as Evogene remains a major shareholder

24 02 Business Model Collaboration Powered by Potential revenue stream Upfront payments R&D fees Milestone payments Royalties from sale of end-products

Aquaculture Crustacean gene editing Food-tech Protein production in Plants for food-tech Crop protection Herbicides Fungicides Insecticides Licensing Collaboration Improved traits - canola Microbials for crops Therapeutic microbials 25 LICENSING & COLLABORATION | CURRENT STATUS SMALL MOLECULES GENETIC ELEMENTS MICROBES Immuno-oncology program GI related disorders Bio-stimulants Bio-pesticides Probiotics for Human Health Probiotics Elite castor seed varieties Castor for bio-based industries Pharmaceuticals Antimicrobial resistance (AMR)

AGENDA Value Proposition Business Strategy Success Stories Summary 26 About Evogene

AG-BIOLOGICALS A RAPIDLY GROWINGMARKET UNIQUE AI TECH-PLATFORM AND DATA ASSETS BROAD &DIVERSEPIPELINE 8 programs under development;new product launch expected every 1-2 years Proprietary tech platform increases probability of success and reduces cost and time-to-market The ag-biologicals market is expected to grow at a double digit CAGR over the next decade STRATEGIC INVESTORS & PARTNERS 2 REVENUE-GENERATING GRADUATED PROGRAMS Powered by MISSION Improve food quality, sustainability and agricultural productivity through microbiome-based, ag-biological products 27 Evogene’s Subsidiary

Powered by Yalos™ | Bio-inoculant for cereal grains* 28 SOLD IN USA & CANADA**& expanding globally SUPERIOR PERFORMANCEvs. alternatives CONSISTENT PERFORMANCE 2% 1% 3% 4% 6% Other Ag-biologicals Control Yield improvement (%) 5% Check Evogene’s Subsidiary * Yalos™ has regulatory approval in the US & Canada for all small grains including wheat, barley, durum, oats, soybeans, canola, and others. Data was gathered in large side-by-side field trials in the US ** In 2023 Yalos™ was sold for wheat. 2023 trials for barley and durum look promising for potential 2024 expansion

Powered by MICROBOOST AI TECH-ENGINE 29 directing & accelerating product discovery & optimization Computational analysis of DB ~100,000 Bacterialstrains 1000 Predicted bacterial strains 50 Validated bacterialstrains 5-10 Predicted teams Powered by Experimental validation 5% success Commercial viability and optimization Bacterial computational teaming by function Powered by Bacterial teams field trials Increaseprobability of success Reducetime and cost Available in market DevelopBreakthrough Products Evogene’s Subsidiary

CASTOR OIL - EMERGING MARKET INTEGRATED AG-SOLUTION COMMERCIAL PRODUCTS Proprietary varieties with improved traits suitable for commercial scale cultivation EVF716, EVF712, EVF701 Elite varieties suitable for mechanized farming, growing protocols, mechanized harvesting and dehulling solutions A sustainable energy source, reducing the use of fossil fuels. Global castor oil & oil derivatives market is expected to reach $2.06 billion by 2028*CAGR of 4.9% UNIQUE TECH PLATFORM FOR ELITE SEED VARIETIES STRATEGIC ALLIANCE Combining deep scientific know-how, genomic and phenotypic big-data, and computational technology for elite castor variety development A strategic alliance in the biofuel space with ENI – a leading global oil & gas company Powered by *https://www.marketreportsworld.com/global-castor-oil-and-derivatives-market-19862171 Evogene’s Subsidiary Mission To provide an integrated solution for Industrial cultivation of castor for bio-based industries 30

Powered by Evogene’s Subsidiary EVF716, EVF712, EVF701 31 Elite Castor Varieties $9.1 Million

EVF701 EVF712 EVF716 Powered by 32 GENERATOR AI TECH ENGINE directing & accelerating product discovery & optimization Genetic diversity ~200 * WW germplasm accessions >10,000 Lines 800 Lines w/ high yield & oil potential 150 Advanced lines High-throughput field trials for elite varieties Breeding programs of varieties suitable for mechanized harvest Powered by High-throughput genetic screening for high yield & oil traits Powered by Pre-commercial field trials for drought tolerance, stable yield; tested in Brazil, ARG & IL Available in market Increaseprobability of success Reducetime and cost DevelopBreakthrough Products Evogene’s Subsidiary

AGENDA Value Proposition Business Strategy Success Stories Summary 33 About Evogene

VISION Pioneer groundbreaking life-science products rooted in microbe, small molecule, and genomics innovations. We merge scientific expertise with cutting-edge AI and big data technologies to discover and optimize innovative life-science products effectively. MISSION BUSINESS STRATEGY MAXIMUM POTENTIAL, MINIMUM RISK EVOGENE AI Tech Engines Novel Life-Science PRODUCT PARTNER Specific Expertise 3 dedicated AI Tech-Engines that efficiently direct and accelerate the development of breakthrough life-science products OFFERING EVOGENE GROUP’S PRODUCTS &PARTNERSHIPS 34 Castor varieties Bio-inoculant EVF701 EVF712 EVF716

THANK YOU

Annex I FINANCIAL OVERVIEW 36

Thousands of US $ 31.03.2024 31.12.2023 Current Assets 31,022 34,469 Long-Term Assets 15,758 16,632 Total Assets 46,780 51,101 Current Liabilities 6,129 6,944 Long-Term Liabilities (inc. ~$10m convertible SAFE at Lavie Bio) 15,268 15,472 Equity attributable to equity holders of the Company 8,289 12,053 Non-controlling interest 17,094 16,632 Total Liabilities & Shareholders Equity 46,780 51,101 KEY FINANCIALS: BALANCE SHEET 37 Key Points: Consolidated cash position: ~$26.6 million as of 31.03.2024 No bank debt

KEY FINANCIALS: BALANCE SHEET 38 Key Points: Q1 2024 revenue: $4.2M vs. $0.6M in Q1 2023; anticipating continued growth in 2024. Q1 2024 net loss: $3.8M vs. $7.0M in Q1 2023. Projected 2024 cash usage, excluding Lavie Bio and Biomica: $8.0M, down 36% from $12.5M in 2023. Thousands of US $ 1-3/2024 1-3/2023 Revenues 4,190 641 Cost of revenues 310 322 Gross profit 3,880 319 Research and development. net 4,801 4,800 Sales and marketing 992 800 General and administrative 1,654 1,515 Other expenses 519 - Total operating expenses, net 7,966 7,115 Operating loss (4,086) (6,796) Financing income (expenses), net 241 (230) Loss before taxes on income (3,845) (7,026) Tax benefit - (45) Loss (3,845) (6,981)

Annex II EVOGENE SUBSIDIARIES

CASTOR OIL PRODUCTION CASTERRA’S MISSION: To provide an integrated solution for industrial cultivation of castor for bio-based industries BACK 2008 6 >3000 >1000MT Established Production sites Seed lines HQR&D Expected Value Drivers Expanding the seed production operations in several sites in Africa & Latin America, to fulfill all existing orders Strategic alliances – extending the collaboration frame in the biofuel space – more territories and new global partners Developing castor varieties that meet commercially valuable traits for the Biodiesel and Sustainable Aviation Fuel (SAF) industries Improving mechanical harvesting solutions through collaborations with global machinery companies Latest News Powered by CURRENT PARTNERS Collaboration IL 3 Commercial products Seed production

Ag Biologicals LAVIE BIO’S MISSION: Improve food quality, sustainability and agriculture productivity through microbiome based, AI-driven, ag-biological products 2019 25 1 7 Established Employees Commercial product Products in development BIO-STIMULANTS Yalos™ – distribution licensing agreements and sales expansion in USA & Canada. Expansion to additional crops and an additional territory in 2025 BIO-PESTICIDES LAV311 - US regulatory approval for bio-fungicide candidate for fruit rots – expected by 2024 LAV321 - submission for Lavie Bio’s bio-fungicide candidate for downy mildew to the US EPA for regulatory approval – expected by 2025 Co-development and licensing agreement for an additional bio-pesticide program with a large multinational company – expected by 2025 BACK IL HQ IL, US & EU R&D Powered by Expected Value Drivers Latest News CURRENT PARTNERS Investment & Collaboration Collaboration Investment & Collaboration Collaboration

Human Microbiome BIOMICA’S MISSION: Discovery and development of novel microbiome-based therapeutics for human disorders, utilizing cutting edge computational capabilities 2017 20 3 1 $20M Established Employees Programs - clinical /preclinical stage Leading program - phase 1 Recent financing round Expected Value Drivers IMMUNO-ONCOLOGY Readout & completion of POC from first in-human study in 2024 IBD Clinical batch production of drug candidate for IBD as preparation for Phase 1 clinical trials in USA, in 2024 IBS Advancement of pre-clinical studies and nomination of bacterial consortium for clinical trial BACK Latest News Investment Powered by CURRENT PARTNERS IL HQR&D Initiation of phase 2 in 2025

AG-CHEMICALS AGPLENUS’ MISSION: Design next-generation, effective, and sustainable crop protection products by leveraging predictive chemistry and biology 2018 13 5 3 Established Employees Programs under development Programs under collaboration HQR&D Expected Value Drivers HERBICIDES Corteva collaboration - achieve 2nd milestone FUNGICIDES Identification of 2 selected novel targets BACK Latest News Collaboration Collaboration Powered by CURRENT PARTNERS IL Strategic partners 2 Generate HITs for the selected targets Bayer collaboration - design additional molecules