Filed Pursuant to Rule 424(b)(5)
Registration No. 333-277565
Registration No. 333-277565
Prospectus Supplement
(To prospectus dated March 28, 2024)
$7,300,000
Ordinary Shares
We have entered into an At-The-Market Issuance Sales Agreement, or Sales Agreement, with Lake Street Capital Markets, LLC, or Lake Street, relating to our ordinary shares, par value NIS 0.02 per share, offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of the Sales Agreement, from time to time we may offer and sell ordinary shares having an aggregate gross sales price of up to $7,300,000 through Lake Street, acting as sales agent, pursuant to this prospectus supplement and the accompanying prospectus.
Our ordinary shares are listed on the Nasdaq Stock Market, or Nasdaq, and the Tel Aviv Stock Exchange Ltd., or TASE, under the symbol “EVGN.” The last reported sale price of our ordinary shares on Nasdaq on March 25, 2024 was $0.789 per share. We are subject to General Instruction I.B.5 of Form F-3, which limits the amounts that we may sell under the registration statement of which this prospectus supplement forms a part. On March 25, 2024, the aggregate market value of our ordinary shares held by non-affiliates was approximately $48,788,729, based on 49,784,418 outstanding ordinary shares held by non-affiliates and a per share price of $0.98 based on the closing sale price of our ordinary shares on March 1, 2024. We have sold an aggregate of approximately $8,923,911 of securities pursuant to General Instruction I.B.5 on Form F-3 during the prior 12 calendar month period that ends on and includes the date of this prospectus supplement.
Sales of our ordinary shares, if any, under this prospectus supplement and the accompanying prospectus may be made in sales deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, or the Securities Act. Subject to terms of the Sales Agreement, Lake Street is not required to sell any specific number or dollar amounts of securities but will act as our sales agent using commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms between Lake Street and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.
Lake Street will be entitled to compensation under the terms of the Sales Agreement at a fixed commission rate equal to 3.0% of the gross sales price per share sold. In connection with the sale of our ordinary shares on our behalf, Lake Street may be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of Lake Street may be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contributions to Lake Street against certain civil liabilities, including liabilities under the Securities Act. See “Plan of Distribution.”
Investing in our securities involves risks. See “Risk Factors” beginning on page S-6 of this prospectus supplement and in the documents we incorporate by reference into this prospectus supplement and the accompanying prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement and the accompanying prospectus. Any representation to the contrary is a criminal offense.
Lake Street
The date of this prospectus supplement is March 28, 2024
TABLE OF CONTENTS
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This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with the Securities and Exchange Commission, or SEC, utilizing a “shelf” registration process. This document is in two parts. The first part is the prospectus supplement, including the documents incorporated herein by reference, which describes the specific terms of this offering. The second part is the accompanying prospectus, including the documents incorporated therein by reference, which provides more general information about securities we may offer from time to time, some of which may not apply to this offering. We urge you to carefully read this prospectus supplement and the accompanying prospectus, and the documents incorporated by reference herein and therein, before buying any of the securities being offered under this prospectus supplement. This prospectus supplement may add or update information contained in the prospectus and the documents incorporated by reference therein. To the extent that any statement we make in this prospectus supplement is inconsistent with statements made in the accompanying prospectus or any documents incorporated by reference therein that were filed before the date of this prospectus supplement, the statements made in this prospectus supplement will be deemed to modify or supersede those made in the accompanying prospectus and such documents incorporated by reference therein. If any statement in one of these documents is inconsistent with a statement in another document having a later date - for example, a document incorporated by reference in the accompanying prospectus - the statement in the document having the later date modifies or supersedes the earlier statement.
You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus, or contained in any free writing prospectus prepared by us or on our behalf. We have not, and the placement agent has not, authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. The distribution of this prospectus supplement and sale of these securities in certain jurisdictions may be restricted by law. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. Persons in possession of this prospectus supplement or the accompanying prospectus are required to inform themselves about and observe any such restrictions. This prospectus supplement and the accompanying prospectus are not, and under no circumstances are to be construed as, an advertisement or a public offering of securities in Israel. Any public offer or sale of securities in Israel may be made only in accordance with the Israeli Securities Law, 5728-1968, or the Securities Law (which requires, among other things, the filing of a prospectus in Israel or an exemption therefrom). The information contained in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, and in any free writing prospectus that we have authorized for use in connection with this offering, is accurate only as of the date of those respective documents regardless of the time of delivery of this prospectus supplement or the accompanying prospectus or when any sale of our securities occurs. Our business, financial condition, results of operations and prospects may have changed since those dates.
You should read this prospectus supplement, the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, in their entirety, before making an investment decision. You should also read and consider the information in the documents to which we have referred you in the sections of this prospectus supplement entitled “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.”
This prospectus supplement and the accompanying prospectus contain summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated herein by reference as exhibits to the registration statement, and you may obtain copies of those documents as described below under the section entitled “Where You Can Find More Information.”
We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.
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Certain figures included in this prospectus supplement have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.
As used herein, and unless the context suggests otherwise, the terms “Evogene,” “we,” “us,” “our,” “our company” and “the Company” refer to Evogene Ltd. and its consolidated subsidiaries, consisting of Ag Plenus Ltd., or Ag Plenus, Biomica Ltd., or Biomica, Canonic Ltd., Casterra Ag Ltd., or Casterra, Evogene Inc., Lavie Bio Ltd. and their consolidated subsidiaries. References to “dollar” and “$” are to U.S. dollars, the lawful currency of the United States, references to “€” are to the Euro and references to “NIS” are to New Israeli Shekels, the lawful currency of the State of Israel. References to our “ordinary shares” or “shares” refer to our ordinary shares, par value NIS 0.02 per share. References to our “2023 annual report” refer to our Annual Report on Form 20-F for the year ended December 31, 2023, which we filed with the SEC on March 28, 2024.
Unless otherwise indicated, we have translated NIS amounts into U.S. dollars at an exchange rate of NIS 3.627 to $1.00, the representative exchange rate reported by the Bank of Israel on December 29, 2023.
This prospectus supplement, including the information incorporated by reference, contains statements that are forward-looking statements about our expectations, beliefs or intentions regarding, among other things, our product development efforts, business, financial condition, results of operations, strategies, plans and prospects. In addition, from time to time, we or our representatives have made or may make forward-looking statements, orally or in writing.
Forward-looking statements can be identified based on our use of forward-looking words such as “believe,” “expect,” “intend,” “plan,” “may,” “should,” “anticipate,” “could,” “might,” “seek,” “target,” “will,” “project,” “forecast,” “continue” or their negatives or variations of these words or other comparable words, or by the fact that these statements do not relate strictly to historical matters. Forward-looking statements relate to anticipated or expected events, activities, trends or results as of the date they are made. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties that could cause our actual results to differ materially from any future results expressed or implied by the forward-looking statements. Many factors could cause our actual activities or results to differ materially from the activities and results anticipated in forward-looking statements.
We believe that our forward-looking statements are reasonable; however, these statements are only current predictions and are subject to known and unknown risks, uncertainties and other factors (including those identified above) that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from those anticipated by the forward-looking statements. We describe and/or refer to many of these risks in greater detail under the caption “Item 3. Key Information- D. Risk Factors” in our 2023 annual report and other documents incorporated by reference herein.
All forward-looking statements contained in any of the foregoing documents speak only as of the date of such documents and are expressly qualified in their entirety by the cautionary statements contained within the “Risk Factors” section of those documents (or documents incorporated by reference therein). We do not undertake to update or revise forward-looking statements to reflect events or circumstances that arise after the date on which such statements are made or to reflect the occurrence of unanticipated events, except as required by law. In evaluating forward-looking statements, you should consider these risks and uncertainties and not place undue reliance on our forward-looking statements. Many factors could cause our actual activities or results to differ materially from the activities and results anticipated in forward-looking statements, including, but not limited to:
◾ | our expectations regarding our revenue, expenses and other operating results; |
◾ | whether we or our subsidiaries are able to raise capital on commercially reasonable terms to sustain the financial condition of each respective entity; |
◾ | our potential strategic alternatives with respect to Canonic, including a potential transfer of Canonic to a third party; |
◾ | the extent to which we continue to maintain our holdings in our subsidiary companies; |
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◾ | the extent to which our discoveries and product candidates will have the desired effect so as to reach the stage of commercialization and whether we can successfully commercialize them; |
◾ | whether we and our collaborators are able to allocate the resources needed to develop commercial products from our discoveries and product candidates; |
◾ | the length and degree of complexity of the process of our developing commercial products based on our discoveries and product candidates and the probability of our success, and the success of our collaborators, in developing such products; |
◾ | whether we are able to efficiently produce and scale up the production of our products, whether ourselves or through third party contractors, to achieve our commercialization targets; |
◾ | the degree of success of third parties upon whom we rely to conduct certain activities, such as field-trials and pre-clinical studies; |
◾ | whether we and our subsidiaries are able to comply with applicable law and the associated regulatory requirements that currently apply or become applicable to each respective business; |
◾ | the extent of the future growth of the agriculture, human health and industrial application industries in which we operate; |
◾ | whether we can maintain our current business models; |
◾ | the actual commercial value of our key product candidates; |
◾ | whether we or our collaborators receive regulatory approvals for the product candidates developed by us or our collaborators; |
◾ | whether milestones are met by us or by our collaborators with respect to our product candidates that generate revenues and whether products containing or based on our discoveries are commercialized and generate revenues or royalties; |
◾ | whether we are able to recruit, retain and develop knowledgeable or specialized personnel to perform our research and development work; |
◾ | the degree of our success at adapting to the continuous technological changes in our industries; |
◾ | whether we can maintain our collaboration agreements with our current collaborators or enter into new collaboration agreements and expand our research and development to new fields; |
◾ | whether we can improve our existing, or develop and launch new, computational technologies and screening and validation systems; |
◾ | whether we can patent our discoveries and protect our trade secrets and proprietary know-how; and |
◾ | the current war between Israel and Hamas and any worsening of the situation in Israel such as further mobilizations or escalation along the northern border of Israel. |
We believe these forward-looking statements are reasonable; however, these statements are only current predictions and are subject to known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from those anticipated by the forward-looking statements. Given these uncertainties, you should not rely upon forward-looking statements as predictions of future events.
This prospectus supplement incorporates by reference market data and certain industry data and forecasts that were obtained from market research databases, consultant surveys commissioned by us, publicly available information, reports of governmental agencies and industry publications and surveys. Industry surveys, publications, consultant surveys commissioned by us and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable. We have relied on certain data from third party sources, including internal surveys, industry forecasts and market research, which we believe to be reliable based on our management’s knowledge of the industry. Statements as to our market position are based on the most currently available data. While we are not aware of any misstatements regarding the industry data presented in this annual report, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the headings “Risk Factors” in this prospectus supplement, and under similar headings in the other documents that are incorporated herein by reference.
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This summary highlights selected information about us, this offering and selected information contained elsewhere in or incorporated by reference into this prospectus supplement or the accompanying prospectus. This summary is not complete and does not contain all of the information you should consider before deciding whether to invest in our ordinary shares. You should read the entire prospectus supplement and the accompanying prospectus carefully, including “Risk Factors” on page S-6 and in the accompanying prospectus on page 3, and the information incorporated by reference in this prospectus supplement and the accompanying prospectus, before making an investment decision.
Our Business
We are a leading computational biology company aiming to revolutionize life-science product development across several market segments, including human health, agriculture, and other industries, by utilizing cutting-edge computational technologies.
The main challenge in product development in the life science industry is finding the winning candidates out of a vast number of possible prospects that address a complex myriad of criteria to reach successful products. We believe that by utilizing an advanced computational biology platform to identify the most promising candidates addressing multiple development challenges toward successful life-science products, we can increase the probability of success while reducing time and cost.
To achieve this mission, we established our unique Computational Predictive Biology, or CPB, platform, leveraging big data and artificial intelligence and incorporating deep multidisciplinary understanding in life sciences. The CPB platform is the basis for three technology engines; each focused on the direction and acceleration of the discovery and development of products based on one of the following core components: Microbes – MicroBoost AI, Small molecules – ChemPass AI, Genetic elements – GeneRator AI. In 2023, we emphasized our research and development efforts on MicroBoost AI and ChemPass AI, and we plan to maintain this focus moving forward.
We use our technological engines to support the development of life science-based products through dedicated subsidiaries and with strategic partners. Currently, our main activities are directed through our subsidiaries, that utilize the technological engines to develop human microbiome-based therapeutics by Biomica, ag-chemicals by Ag Plenus, ag-biologicals by Lavie Bio and castor seeds for bio-based industrial applications by Casterra.
The foregoing information about us is a summary and is not intended to be comprehensive. For additional information about our business, you should refer to the information under the heading “Incorporation of Documents by Reference.” Before making an investment decision, you should read the entire prospectus supplement and the accompanying prospectus, and our other filings with the SEC, including those filings incorporated herein and therein by reference, carefully, including the sections entitled “Risk Factors” and “Forward-Looking Statements.”
Corporate Information
Our registered office and principal place of business is located at 13 Gad Feinstein Street, Park Rehovot, Rehovot 7638517, Israel, and our telephone number in Israel is +972 (8) 931-1900. Our website address is http://www.evogene.com. We have included our website address in this prospectus supplement solely as an inactive textual reference. Our registered agent in the United States is Puglisi & Associates, whose address is 50 Library Avenue, Suite 204, Newark, Delaware 19711 USA.
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Ordinary shares offered by us | Ordinary shares having an aggregate offering price of up to $7,300,000. |
Ordinary shares outstanding immediately after the offering | 59,875,496 ordinary shares, assuming sales of 9,252,218 ordinary shares in this offering at an assumed offering price of $0.789 per share, which was the last reported sale price of our ordinary shares on Nasdaq on March 25, 2024. The actual number of ordinary shares issued will vary depending on how many ordinary shares we choose to sell and the prices at which such sales occur. |
Manner of distribution | “At-the-market offering” that may be made from time to time through our sales agent, Lake Street. See “Plan of Distribution” on page S-11 of this prospectus supplement. |
Use of proceeds | We currently intend to use the net proceeds from this offering for research and development, working capital, investments in our subsidiaries, sales and marketing activities and for general corporate purposes. We may also use a portion of the net of proceeds to acquire or invest in technologies, products and/or businesses that we believe are complementary to ours. See “Use of Proceeds” on page S-8. |
Risk factors | Investment in our ordinary shares involves a high degree of risk. See “Risk Factors” on page S-6 of this prospectus supplement and on page 3 of the accompanying prospectus and under similar sections in the documents we incorporate by reference into this prospectus supplement and the accompanying prospectus for a discussion of factors you should consider carefully before making an investment decision. |
Trading | Our ordinary shares are traded on Nasdaq and TASE under the symbol “EVGN.” |
The number of ordinary shares that will be outstanding immediately after this offering as shown above is based on 50,623,278 ordinary shares outstanding as of March 25, 2024. The number of ordinary shares outstanding as of March 25, 2024, excludes 3,972,143 ordinary shares issuable upon the exercise of options outstanding as of such date, at a weighted average exercise price of $2.89 per ordinary share, 392,012 restricted share units having no exercise price, and 1,165,790 ordinary shares reserved for future issuance under our incentive plans.
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Investing in our ordinary shares involves a high degree of risk. Before you decide to participate in the offering, you should carefully consider the risks and uncertainties discussed below and under the caption “Item 3. Key Information- D. Risk Factors” in our 2023 annual report, which is incorporated by reference in this prospectus supplement, as well as the risks, uncertainties and additional information described in any applicable free writing prospectus and in the other documents incorporated by reference in this prospectus supplement. For a description of those reports and documents, and information about where you can find them, see “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” Additional risks not presently known or that we presently consider to be immaterial could subsequently materially and adversely affect our financial condition, results of operations, business and prospects. If any of these risks actually occurs, our business, business prospects, financial condition or results of operations could be seriously harmed. This could cause the trading price of our ordinary shares to decline, resulting in a loss of all or part of your investment. Please also read carefully the section above entitled “Forward-Looking Statements.”
Risks Related to this Offering
Our management will have broad discretion over the use of the proceeds we receive from this offering and may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a significant return, if any, on our investment of these net proceeds.
We intend to use the net proceeds from this offering, if any, for research and development, working capital, investments in our subsidiaries, sales and marketing activities and for general corporate purposes. We may also use a portion of the net of proceeds to acquire or invest in technologies, products and/or businesses that we believe are complementary to ours. Our management will have significant flexibility in applying the net proceeds of this offering. The actual amounts and timing of expenditures will vary significantly depending on a number of factors, including the amount of cash used in our operations and our research and development efforts. We might apply these proceeds in ways with which you do not agree, or in ways that do not yield a favorable return. If our management applies these proceeds in a manner that does not yield a significant return, if any, on our investment of these net proceeds, it could compromise our ability to pursue our strategy and adversely affect the market price of our ordinary shares.
You may experience immediate and substantial dilution in the book value ordinary share that you purchase in the offering.
The offering price per share in this offering may exceed the net tangible book value per share of our ordinary shares outstanding prior to this offering. Assuming that an aggregate of 9,252,218 shares are sold at a price of $0.789 per share, the last reported sale price of our ordinary shares on Nasdaq on March 25, 2024, for aggregate gross proceeds of up to approximately $7,300,000, and after deducting commissions and estimated aggregate offering expenses payable by us, you will experience immediate dilution of $0.384 per share, representing the difference between as adjusted net tangible book value per share as of December 31, 2023 after giving effect to this offering and the assumed offering price. The exercise of outstanding stock options will result in further dilution of your investment. See “Dilution” for a more detailed illustration of the dilution you would incur if you participate in this offering.
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Future sales of our ordinary shares, or the perception that such sales could occur, may cause the prevailing market price of our ordinary shares to decrease.
We cannot predict the effect, if any, that future issuances or sales of our securities, this offering or the availability of our securities for future issuance or sale, will have on the market price of our ordinary shares. Subject to the completion of this offering, we will have issued a substantial number of ordinary shares. Any sales of such shares in the public market or otherwise, or the perception that such issuances or sales could occur, could reduce the prevailing market price for our ordinary shares, as well as make future sales of equity securities by us less attractive or even not feasible.
It is not possible to predict the aggregate proceeds resulting from sales made under the Sales Agreement.
Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver a placement notice to Lake Street at any time throughout the term of the Sales Agreement. The number of shares that are sold through Lake Street after delivering a placement notice will fluctuate based on a number of factors, including the market price of our ordinary shares during the sales period, any limits we may set with Lake Street in any applicable placement notice and the demand for our ordinary shares. Because the price per share of each share sold pursuant to the Sales Agreement will fluctuate over time, it is not currently possible to predict the aggregate proceeds to be raised in connection with sales under the Sales Agreement.
The ordinary shares offered hereby may be sold in “at-the-market” offerings, and investors who buy shares at different times will likely pay different prices.
Investors who purchase shares in this offering at different times will likely pay different prices, and accordingly may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices and number of shares sold in this offering. In addition, subject to the final determination by our board of directors or any restrictions we may place in any applicable placement notice delivered to Lake Street, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paid.
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Since our inception, we have not declared or paid any cash or other form of dividends on our ordinary shares. We currently intend to retain any proceeds from the sale of securities under this prospectus supplement for use in our business and do not currently intend to pay cash dividends on our ordinary shares. Dividends, if any, on our outstanding ordinary shares will be declared by and subject to the discretion of our board of directors. Even if our board of directors decides to distribute dividends, the form, frequency and amount of such dividends will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors our board of directors may deem relevant.
In addition, the distribution of dividends may be limited by the Israeli Companies Law, 5759-1999 which permits the distribution of dividends only out of retained earnings or earnings derived over the two most recent fiscal years, whichever is higher, provided that there is no reasonable concern that payment of a dividend will prevent us from satisfying our existing and foreseeable obligations as they become due. See “Description of Ordinary Shares-Dividend and Liquidation Rights” in the accompanying prospectus for additional information.
USE OF PROCEEDS
We may issue and sell our ordinary shares having aggregate sales proceeds of up to $7,300,000 from time to time. Because there is no minimum offering amount required pursuant to the Sales Agreement with Lake Street, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. Actual net proceeds will depend on the number of shares we sell and the prices at which such sales occur. There can be no assurance that we will sell any shares under or fully utilize the Sales Agreement with Lake Street as a source of financing.
We currently intend to use the net proceeds from this offering for research and development, working capital, investments in our subsidiaries, sales and marketing activities and for general corporate purposes. We may also use a portion of the net of proceeds to acquire or invest in technologies, products and/or businesses that we believe are complementary to ours.
Our management will retain broad discretion over the use of proceeds, and we may ultimately use the proceeds for different purposes than what we currently intend. Until we use the proceeds for any purpose, we may invest the net proceeds from this offering in accordance with our investment policy, as may be amended from time to time, which currently includes bank deposits carrying interest, corporate debt obligations with a minimum of BBB- rating by global rating agencies and investments in United States Government Securities and Israeli Government Securities.
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The table below sets forth our cash and cash equivalents as well as our capitalization as of December 31, 2023:
• | on an actual basis; | |
• | on an as adjusted basis to give effect to the sale of 9,252,218 ordinary shares in this offering at an assumed offering price of $0.789 per share, which was the last reported sale price of our ordinary shares on Nasdaq on March 25, 2024, for aggregate gross proceeds of $7,300,000. |
The information set forth in the following table should be read in conjunction with, and is qualified in its entirety by, reference to our audited and unaudited financial statements and the notes thereto incorporated by reference into this prospectus supplement and the accompanying prospectus.
As of December 31, 2023 | ||||||||
Actual | As Adjusted (unaudited) | |||||||
U.S. dollars in thousands | ||||||||
Cash and cash equivalents | $ | 20,772 | $ | 27,813 | ||||
Short-term bank deposits | 10,291 | 10,291 | ||||||
Total liabilities | 22,416 | 22,416 | ||||||
Equity: | ||||||||
Ordinary shares, par value NIS 0.02 per share: 150,000,000 Ordinary shares authorized; 50,584,888 ordinary shares issued and outstanding (actual); and 59,837,106 ordinary shares outstanding (as adjusted) | 286 | 337 | ||||||
Share premium and other capital reserves | 269,353 | 276,343 | ||||||
Accumulated deficit | (257,586 | ) | (257,586 | ) | ||||
Equity attributable to equity holders of the Company | 12,053 | 19,094 | ||||||
Non-controlling interests | 16,632 | 16,632 | ||||||
Total shareholders’ equity | $ | 28,685 | $ | 35,726 | ||||
Total capitalization and indebtedness | $ | 51,101 | $ | 58,142 |
The above calculation is based on 50,584,888 ordinary shares outstanding as of December 31, 2023 and excludes, unless indicated otherwise, as of that date 3,974,518 ordinary shares issuable upon the exercise of options outstanding as of December 31, 2023, at a weighted average exercise price of $2.88 per ordinary share, 414,202 restricted share units having no exercise price, and 1,176,415 ordinary shares reserved for future issuance under our incentive plans.
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If you invest in the securities in this offering, you will experience immediate dilution to the extent of the difference between the offering price of the ordinary shares in this offering and the net tangible book value per ordinary shares immediately after the offering.
Our net tangible book value as of December 31, 2023 was $17.176 million, or approximately $0.34 per ordinary share. Net tangible book value per ordinary share represents the amount of our total tangible assets, excluding the net tangible assets attributable to non-controlling interests, less total liabilities divided by the total number of our ordinary shares outstanding as of December 31, 2023.
After giving effect to the sale of our ordinary shares during the term of the Sales Agreement with Lake Street in the aggregate amount of $7,300,000 at an assumed offering price of $0.789 per share, the last reported sale price of our ordinary shares on Nasdaq on March 25, 2024, and after deducting commissions and estimated aggregate offering expenses payable by us, our as adjusted net tangible book value as of December 31, 2023, would have been $24.217 million, or $0.405 per share. This amount represents an immediate increase in the net tangible book value of $0.065 per ordinary share to existing shareholders and an immediate dilution of $0.384 per ordinary share to investors purchasing shares in this offering.
The following table illustrates this dilution on a per share basis:
Assumed offering price per ordinary share | $ | 0.789 | ||||||
Net tangible book value per ordinary share as of December 31, 2023 | $ | 0.340 | ||||||
Increase in net tangible book value per ordinary share attributable to this offering | $ | 0.065 | ||||||
As adjusted net tangible book value per ordinary share after giving effect to this offering | $ | 0.405 | ||||||
Dilution per ordinary share to the investors in this offering | $ | 0.384 |
The table above assumes, for illustrative purposes, that an aggregate of 9,252,218 of our ordinary shares are sold at a price of $0.789 per share, the last reported sale price of our ordinary shares on Nasdaq on March 25, 2024, for aggregate gross proceeds of $7,300,000. In fact, the shares subject to the Sales Agreement with Lake Street will be sold, if at all, from time to time at prices that may vary. An increase of $0.50 per share in the price at which the shares are sold from the assumed offering price of $0.789 per share shown in the table above, assuming all of our ordinary shares in the aggregate amount of $7,300,000 during the term of the Sales Agreement with Lake Street is sold at that price, would increase our as adjusted net tangible book value per share after the offering to $0.431 per share and would increase the dilution in net tangible book value per share to new investors in this offering to $0.858 per share, after deducting commissions and estimated aggregate offering expenses payable by us. A decrease of $0.50 per share in the price at which the shares are sold from the assumed offering price of $0.789 per share shown in the table above, assuming all of our ordinary shares in the aggregate amount of $7,300,000 during the term of the Sales Agreement with Lake Street are sold at that price, would decrease our as adjusted net tangible book value per share after the offering to $0.319 per share and would decrease the dilution in net tangible book value per share to new investors in this offering to $0.030 per share, after deducting commissions and estimated aggregate offering expenses payable by us. This information is supplied for illustrative purposes only.
The above calculation is based on 50,584,888 ordinary shares outstanding as of December 31, 2023 and excludes, unless indicated otherwise, as of that date 3,974,518 ordinary shares issuable upon the exercise of options outstanding as of December 31, 2023, at a weighted average exercise price of $2.88 per ordinary share, 414,202 restricted share units having no exercise price, and 1,176,415 ordinary shares reserved for future issuance under our incentive plans.
To the extent that any outstanding options for ordinary shares are exercised, or there are additional issuances of options for ordinary shares, warrants for ordinary shares or issuance of ordinary shares in the future, you may experience further dilution. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe that we have sufficient funds for our current and future operating plans. To the extent that additional capital is raised through the sale of equity, the issuance of those securities could result in further dilution to the holders of our ordinary shares.
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Ordinary Shares
The material terms and provisions of our ordinary shares are described under the heading “Description of Ordinary Shares” in the accompanying prospectus.
PLAN OF DISTRIBUTION
We have entered into an At-The-Market Issuance Sales Agreement with Lake Street Capital Markets, LLC, under which from time to time we may issue and sell our ordinary shares having an aggregate gross sales price of up to $7,300,000 through Lake Street acting as agent. Sales of the ordinary shares, if any, may be made on Nasdaq at market prices and such other sales as agreed upon by us and Lake Street.
Upon delivery of a placement notice and subject to the terms and conditions of the Sales Agreement, Lake Street may offer and sell our ordinary shares by any method permitted by law deemed to be an “at-the-market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act. We may instruct Lake Street not to sell ordinary shares if the sales cannot be effected at or above the price designated by us from time to time. We or Lake Street may suspend or terminate this offering of our ordinary shares upon notice and subject to other conditions.
We will pay Lake Street commissions, in cash, for its services in acting as sales agent in the sale of our ordinary shares. Lake Street will be entitled to a commission equal to 3.0% of the gross sales price per share sold under the Sales Agreement. Because there is no minimum offering amount required as a condition to this offering, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. We estimate that the total expenses for the offering will be approximately $40,000.
Settlement for sales of our ordinary shares is generally anticipated to occur on the second trading day following the date on which any sales are made (or such earlier day as is industry practice for regular-way trading), or on some other date that is agreed upon by us and Lake Street in connection with a particular transaction, in return for payment of the net proceeds to us. There is no arrangement for funds to be received in an escrow, trust or similar arrangement. Sales of our ordinary shares as contemplated in this prospectus supplement and the accompanying prospectus will be settled through the facilities of The Depository Trust Company or by such other means as we and Lake Street may agree upon.
Lake Street will act as our sales agent and use commercially reasonable efforts, consistent with its normal trading and sales practices. In connection with the sale of the ordinary shares on our behalf, Lake Street may be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of Lake Street may be deemed to be underwriting commissions or discounts. We have agreed to provide indemnification and contribution to Lake Street against certain civil liabilities, including liabilities under the Securities Act.
The offering of our ordinary shares pursuant to the Sales Agreement will terminate upon the earlier of (1) the sale of all of our ordinary shares subject to the Sales Agreement, or (2) termination of the Sales Agreement as permitted therein. We and Lake Street may each terminate the Sales Agreement at any time upon ten days’ prior notice.
This summary of the material provisions of the Sales Agreement does not purport to be a complete statement of its terms and conditions. A copy of the Sales Agreement will be filed as an exhibit to a Report of Foreign Private Issuer on Form 6-K filed under the Exchange Act on the date hereof and is incorporated by reference in this prospectus supplement.
Our ordinary shares are listed on the Nasdaq Stock Market, or Nasdaq, and the Tel Aviv Stock Exchange Ltd., or TASE, under the symbol “EVGN.” The transfer agent of our ordinary shares is Equinity Trust Company LLC, located at 48 Wall Street, Floor 23, New York, New York 10005.
Lake Street and its affiliates may in the future provide various investment banking, commercial banking and other financial services for us and our affiliates, for which services they may in the future receive customary fees. To the extent required by Regulation M, Lake Street will not engage in any market making activities involving our ordinary shares while the offering is ongoing under this prospectus supplement and the accompanying prospectus.
This prospectus supplement and the accompanying prospectus in electronic format may be made available on a website maintained by Lake Street and Lake Street may distribute this prospectus supplement and the accompanying prospectus electronically.
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Offer restrictions outside the United States
Other than in the United States, no action has been taken by us or Lake Street that would permit a public offering of the securities offered by this prospectus supplement in any jurisdiction where action for that purpose is required. The securities offered by this prospectus supplement and the accompanying base prospectus may not be offered or sold, directly or indirectly, nor may this prospectus supplement or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus supplement comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus supplement. This prospectus supplement does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus supplement in any jurisdiction in which such an offer or a solicitation is unlawful.
Certain legal matters with respect to Israeli law and with respect to the validity of the offered securities under Israeli law will be passed upon for us by Meitar | Law Offices, Ramat Gan, Israel. Certain legal matters with respect to New York law and U.S. federal securities law will be passed upon for us by Sullivan & Worcester LLP, New York, New York. Certain matters of U.S. federal law will be passed upon for Lake Street by Faegre Drinker Biddle & Reath LLP.
EXPERTS
Our consolidated financial statements as of December 31, 2023 and 2022 and for each of the three years ended December 31, 2023, incorporated in this prospectus by reference to our annual report on Form 20-F for the year ended December 31, 2023, have been audited by Kost Forer Gabbay & Kasierer (a member of Ernst & Young Global), an independent registered public accounting firm, as stated in their report, incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report, given on the authority of such firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the reporting requirements of the Exchange Act that are applicable to a foreign private issuer. In accordance with the Exchange Act, we file reports, including annual reports on Form 20-F, with the SEC. We also furnish to the SEC under cover of Form 6-K material information required to be made public in Israel, filed with and made public by any stock exchange or distributed by us to our shareholders. As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements to shareholders, and our officers, directors and principal shareholders are exempt from the “short-swing profits” reporting and liability provisions contained in Section 16 of the Exchange Act and related Exchange Act rules.
This prospectus supplement and reports and other information are filed by us with, or furnished to, the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers, such as us, that file electronically with the SEC (http://www.sec.gov).
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We file or furnish annual and current reports and other information with the SEC (File Number 001-36187). These filings and other submissions contain important information that does not appear in this prospectus supplement. The SEC allows us to “incorporate by reference” information in this prospectus supplement, which means that we can disclose important information to you by referring you to other documents that we have filed or furnished with or to the SEC and such information incorporated by reference is then considered to be part of this prospectus supplement.
We incorporate by reference in this prospectus the documents listed below and all amendments or supplements to such documents that we may file or furnish to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act:
• | Our 2023 Annual Report on Form 20-F for the fiscal year ended December 31, 2023 filed with the SEC on March 28, 2024; |
• | The description of our ordinary shares contained in Form 8-A, File No. 001-36187, filed with the SEC on December 29, 2016, as amended by Exhibit 2.1 to our annual report for the year ended December 31, 2023; and |
• | Our Reports of Foreign Private Issuer on Form 6-K furnished to the SEC on: March 20, 2024; and March 28, 2024. |
We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, without charge, upon written or oral request, a copy of any or all of the information that has been incorporated by reference in this prospectus supplement, other than exhibits to such documents which are not specifically incorporated by reference into such documents. Please direct your written or telephone requests to our headquarters, which are currently located at 13 Gad Feinstein Street, Park Rehovot, Rehovot 7638517, Israel, Attn: VP Legal Affairs & Company Secretary, telephone number: +972-8-9311-971. Copies of these filings and submissions may also be accessed at our website, https://www.evogene.com. Information contained in our website is not part of this prospectus supplement.
$7,300,000
Ordinary Shares
Ordinary Shares
Prospectus Supplement
____________________________
Lake Street
March 28, 2024