EVGN 6-K
Evogene Ltd. (EVGN)
UNITED STATES
SECURITIESAND 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 July 2026
Commission File Number: 001-36187
EVOGENE LTD.
(Translation of Registrant’s Name into English)
13 Gad Feinstein Street, Park Rehovot, Rehovot7638517, 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
Increase in At-the-MarketOffering Amount
On July 17, 2026, Evogene Ltd. (the “Company”) increased the maximum aggregate offering price of its ordinary shares, par value NIS 0.2 per share (“ordinary shares”) issuable under its Sales Agreement (the “Sales Agreement”) with A.G.P./Alliance Global Partners, dated June 11, 2026, from $ 2,926,500 to $3,288,113.
A copy of the legal opinion of Meitar | Law Offices relating to the legality of the issuance of the additional $361,613 of ordinary shares that may be sold pursuant to the Sales Agreement as a result of the increase is attached as Exhibit 5.1 hereto.
Risk Factors Update
The Company hereby updates its risk factors disclosure by adding the following factor:
Shareholder activismand potential proxy contests could materially and adversely affect our business and the market price of our ordinary shares.
We may be subject to campaigns by activist shareholders, including the ongoing campaign initiated by certain shareholders who have filed a Schedule 13D with the SEC on July 10, 2026. In the Schedule 13D, these shareholders demanded that we call an extraordinary general meeting of shareholders for the purpose of removing all current members of our Board of Directors, other than our Chief Executive Officer, and replacing them with nominees designated by the activist shareholders. There can be no assurance as to the outcome of this demand or any resulting shareholder vote. These activities, whether or not they result in a formal proxy contest or a change in control, create significant risks.
| · | Responding to activist demands may require significant time and attention<br>from our Board of Directors and management, diverting resources from our core research and development and commercialization efforts.<br>As a biotechnology company with limited financial resources, any diversion of management’s attention away from advancing our product<br>pipeline and technology platforms could have a disproportionately adverse effect on our ability to achieve key development milestones<br>and maintain our competitive position. |
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| · | Such campaigns can create uncertainty that may discourage potential strategic<br>partners, collaborators or customers from engaging with us and may damage our long-term business relationships. |
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| · | Responding to activist campaigns can be costly and may divert capital from<br>our business. In addition, the public nature of these disputes may increase volatility in the market price of our ordinary shares, regardless<br>of our underlying performance. Increased share price volatility and market uncertainty may adversely affect our ability to raise capital<br>through our at-the-market offering program or other financing transactions on favorable terms, or at all. Because our ordinary shares<br>are dual-listed on Nasdaq and the Tel Aviv Stock Exchange, activist-driven volatility may be amplified by differences in trading hours,<br>liquidity and investor bases between the two markets. |
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| · | These campaigns may lead to the loss of key personnel or create a perception<br>of internal instability, which could impair our ability to execute our strategic plan. In particular, if the activist shareholders’<br>demand to remove substantially all of our current directors is successful, the resulting significant change in the composition of our<br>Board of Directors could result in a fundamental shift in corporate strategy, disrupt ongoing programs and create uncertainty for our<br>employees, collaborators and investors. There can be no assurance that replacement directors would have the industry experience or institutional<br>knowledge necessary to effectively oversee our biotechnology operations. In the biotechnology industry, where competition for experienced<br>personnel is intense, the perception of governance instability may also place us at a disadvantage relative to our competitors in attracting<br>and retaining individuals critical to advancing our technology platforms. |
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| · | An activist campaign involving a demand for an extraordinary general meeting<br>may implicate requirements under both U.S. federal securities laws and Israeli corporate law. Under the Israeli Companies Law, 5759-1999,<br>one or more shareholders holding at least 5% of our voting rights may, subject to applicable requirements, demand that we convene a special<br>meeting of shareholders. If we do not convene a meeting in response to a valid demand, the requesting shareholders may, in certain circumstances,<br>be permitted to convene the meeting themselves or seek relief from an Israeli court, and we may be required to reimburse reasonable expenses<br>incurred in connection with the meeting. Proxy solicitations, Schedule 13D filings and compliance with applicable requirements in connection<br>with any shareholder meeting or director election may also give rise to litigation or disputes regarding the validity of shareholder actions.<br>Any such proceedings could result in additional costs, management distraction and further uncertainty regarding our governance structure. |
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We cannot predict the outcome of the activist shareholders’ demands or the impact of any extraordinary general meeting or resulting change in the composition of our Board of Directors. Any of the foregoing risks, individually or in the aggregate, could have a material adverse effect on our business, financial condition, results of operations and the market price of our ordinary shares.
This Foreign Private Issuer Report on Form 6-K is incorporated by reference into the Company’s Registration Statements on Form F-3 (File Nos. 333-277565 and 333-294650) and Form S-8 (File Nos. 333-193788, 333-201443, 333-203856, 333-259215, 333-286197 and 333-294648), filed with the Securities and Exchange Commission, to be a part thereof from the date on which this Report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
Exhibits
| Exhibit No. | Description |
|---|---|
| 5.1 | Opinion of Meitar | Law Offices |
| 23.1 | Consent of Meitar | Law Offices (contained in Exhibit 5.1) |
SIGNATURES
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. | |||
|---|---|---|---|
| Date: July 17, 2026 | By: | /s/ Ofer Haviv | |
| Name: | Ofer Haviv | ||
| Title: | Chief Executive Officer |
Exhibit 5.1
July 17, 2026
| Evogene Ltd. |
|---|
| 13 Gad Feinstein Street |
| Park Rehovot, P.O.B 2100<br><br> <br><br><br> <br>Rehovot 76121, |
| Israel |
Re: Evogene Ltd.
Ladies and Gentlemen:
We have acted as Israeli counsel for Evogene Ltd., a company organized under the laws of the State of Israel (the “Company”), in connection with Sales Agreement, dated as of June 11, 2026 (the “Sales Agreement”), entered into by and between the Company and A.G.P./Alliance Global Partners (the “Agent”), pursuant to which the Company has agreed to offer and sell (the “Offering”) from time to time its ordinary shares having an aggregate offering price of up to $3,288,113 (the “ATM Shares”). The ATM Shares have been, and will be, issued pursuant to the shelf registration statement on Form F-3 (File No. 333-277565) (the “RegistrationStatement”) filed by the Company with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), and the prospectus contained therein, as supplemented by the prospectus supplement dated June 11, 2026 (the “Initial Prospectus Supplement”), under which $2,926,500 of the ATM Shares (the “Initial ATM Shares”) were initially included in the Offering, as modified by Amendment No. 1 dated July 17, 2026 to the Initial Prospectus Supplement (the “Prospectus Supplement Amendment”), under which an additional $361,613.21 of the ATM Shares (the “Additional ATM Shares”) were added to the Offering.
We have previously provided our legal opinion, dated June 11, 2026, with respect to the valid issuance of the Initial ATM Shares, and we have currently been requested to address, on a supplementary basis, the valid issuance of the Additional ATM Shares.
In connection herewith, we have examined the originals, or photocopies or copies, certified or otherwise identified to our satisfaction, of: (i) the Registration Statement; (ii) the amended and restated articles of association of the Company, as amended to the date hereof (the “Articlesof Association”); (iii) the Initial Prospectus Supplement; (iv) a draft of the Additional Prospectus Supplement; (v) the Sales Agreement; (vi) resolutions of the board of directors (the “Board”) of the Company that approved the filing of the Registration Statement; (vii) resolutions of the Board approving the Company’s execution of the Sales Agreement, entry into the Offering, the filing of the Initial Prospectus Supplement and the Prospectus Supplement Amendment, and all related actions to be taken in connection therewith; and (viii) such other corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers of the Company as we have deemed relevant and necessary as a basis for the opinions hereafter set forth. We have also made inquiries of such officers as we have deemed relevant and necessary as a basis for the opinions hereafter set forth.
In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, confirmed as photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to these opinions that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company.
Based upon and subject to the foregoing, we are of the opinion that, assuming that prior to the issuance by the Company of any of the Additional ATM Shares under the Sales Agreement, (i) the price, (ii) the number of Additional ATM Shares and (iii) certain other terms of issuance with respect to any specific placement notice delivered under the Sales Agreement will be authorized and approved by the Board or a pricing committee of the Board in accordance with Israeli law, and all corporate proceedings necessary for the authorization, issuance and delivery of the Additional ATM Shares shall have been taken, upon issuance pursuant to the terms of the Sales Agreement and in accordance with resolutions of the Board related to the Offering, the Additional ATM Shares as described in the Prospectus Supplement Amendment will be validly issued, fully paid and non-assessable.
Members of our firm are admitted to the Bar in the State of Israel, and we do not express any opinion as to the laws of any other jurisdiction. This opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated.
We hereby consent to the furnishing of this opinion as an exhibit to the Company’s Report of Foreign Private Issuer on Form 6-K to be furnished to the SEC on July 17, 2026 (the “Form 6-K”), which Form 6-K is incorporated by reference into the Registration Statement, and to the use of our name wherever it appears in the Registration Statement, the prospectus contained therein, the Initial Prospectus Supplement, and the Prospectus Supplement Amendment. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, the rules and regulations of the SEC promulgated thereunder, or Item 509 of the SEC’s Regulation S-K promulgated under the Securities Act.
This opinion letter is rendered as of the date hereof and we disclaim any obligation to advise you of facts, circumstances, events or developments that may be brought to our attention after the date hereof that may alter, affect or modify the opinions expressed herein.
Very truly yours,
/s/ Meitar | Law Offices
Meitar | Law Offices