Filed Pursuant to Rule 424(b)(3)
Registration No. 333-282218
PROSPECTUS SUPPLEMENT NO. 2
(to Prospectus dated September 27, 2024)
3,384,616 Ordinary Shares
This Prospectus Supplement No. 2 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 respect to a termination of a license agreement between Lavie Bio Ltd. and Corteva Agriscience LLC, included in our Report of Foreign Private Issuer on Form
6-K furnished to the Securities and Exchange Commission on November 27, 2024.
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 November 26, 2024 was $1.62 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 November 27, 2024
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 November 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.
On November 27, 2024, Evogene Ltd., or Evogene, announced that its subsidiary, Lavie Bio Ltd., or Lavie Bio, received a notice of termination from Corteva Agriscience LLC,
or Corteva, of the licensing agreement dated July 14, 2023, or the Agreement, for bio fungicide lead candidates. This Agreement is one of several collaboration programs between Corteva and Lavie Bio.
According to the notice, Corteva decided to terminate the Agreement without cause, as part of its internal review and strategic prioritization process, and to discontinue
all activities related to the licensed technology. The termination will be effective ninety (90) days from the date the notice was received. All other collaboration programs between Corteva and Lavie Bio continue as planned.
Pursuant to the terms of the Agreement, Lavie Bio received an initial payment from Corteva upon signing the Agreement, which will not be repaid to Corteva because of the
termination.
Lavie Bio will regain all rights to the licensed technology and the lead bio-fungicide candidates. Lavie Bio intends to continue the development of its bio-fungicide
pipeline, leveraging its proprietary computational predictive biology platform and its expertise in microbiome-based solutions for sustainable agriculture.
This Report on Form 6-K is incorporated by reference into the registration statements on Form F-3 (Securities and Exchange Commission (“
SEC”)
File No.
333-277565), and Form S-8
(SEC File Nos.
333-193788, 333-201443, 333-203856 and 333-259215)
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.
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: November 27, 2024
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EVOGENE LTD.
(Registrant)
By: /s/ Yaron Eldad
Yaron Eldad
Chief Financial Officer
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