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Evogene calls September 4 meeting on director slates, share capital and reverse split

Tickers EVGN

Evogene's board backs its own seven-person slate over a rival four-person slate at a September 4 meeting, and asks for 120,000,000 more authorized shares and a reverse split of 1-for-2 to 1-for-15. Year-end cash fell to $13.0 million in 2025.

Key facts

Company
Evogene Ltd. (NASDAQ: EVGN)
News type
Listings
Primary source
Evogene Ltd. 6-K (2026-07-31)
The Capitol dome and spring blossom. Photo: Angie Drake, CC0, via Wordpress. The picture shows the field, not the companies named.

Evogene Ltd. (Nasdaq: EVGN) sent shareholders notice on July 31, 2026 of an annual general meeting to be held on September 4, 2026, at 12:00 p.m. Israel time at its offices in Rehovot, Israel. The notice is filed as an exhibit to a Form 6-K. Holders of record at the close of business on August 11, 2026 may vote.

Two director slates

Shareholders must choose between two slates. The Evogene Slate has seven nominees put forward by the board, including chief executive and president Ofer Haviv. Five of the seven currently sit on the board. Dr. Yael Margolin and Mr. Yoshinori Oikawa do not.

The Pure Capital Slate has four nominees: Itay Maroz, Shahar Zadok, Oz Adler and Dr. Adi Zuluf-Shani. Two shareholders, L.I.A Pure Capital Ltd. and Invest-Pro Shukai Hon Ltd., put that slate forward. The board unanimously recommends voting FOR the Evogene Slate and disregarding the Pure Capital Slate.

The notice sets out voting rules that differ from a standard contested election. A shareholder may vote FOR one slate or abstain, but there is no AGAINST option. A vote FOR both slates is disregarded. A slate is elected when it receives a majority of the votes cast FOR it, excluding abstentions and broker non-votes.

Authorized shares

Proposal 2 would increase authorized share capital by NIS 24,000,000, which equals 120,000,000 ordinary shares of NIS 0.2 par value each. Total authorized capital would become NIS 30,000,000, divided into 150,000,000 ordinary shares. The notice does not say why the company wants that increase.

Reverse split

Proposal 3 seeks approval of a framework for a reverse share split at a ratio between 1-for-2 and 1-for-15, inclusive. The board would set the ratio and the date at its discretion, within 18 months of the meeting, and would amend the articles to match. The notice does not say why the company wants a split, what share price it is aiming for, or whether it is responding to a listing requirement.

Proposal 4 would reappoint Kost Forer Gabbay & Kasierer, a member firm of Ernst & Young Global, as the independent registered public accounting firm for the year ending December 31, 2026.

The numbers

The company's annual report on Form 20-F, filed March 26, 2026, and its financial data show revenue of $3.9 million for 2025, against $5.6 million for 2024. Research and development expense was $8.0 million in 2025, against $12.5 million in 2024. The net loss was $7.8 million for 2025, against $18.1 million for 2024.

Cash used in operations was $13.5 million in 2025, against $19.7 million in 2024. Year-end cash and cash equivalents were $13.0 million at December 31, 2025, against $15.3 million a year earlier.

The business

Evogene's 20-F says the production of its subsidiaries' current commercial products, mainly castor beans from Casterra, relies in whole or in part on third-party contractors. The 20-F adds that if Evogene or its contractors cannot produce and scale up as needed, the company may be unable to achieve its commercialization targets. The filing warns that failing to build a long-term relationship with a manufacturer with enough capacity and quality "will affect" the subsidiaries' ability to meet demand.

What the notice leaves out

The notice contains no financial statements, no cash runway estimate and no statement about the company's listing status. It does not say how many shares the two shareholders behind the Pure Capital Slate own.

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