Evogene : Fourth Quarter and Full Year 2023 Financial Results

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 March 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☐

CONTENTS

On March 7, 2024, Evogene Ltd. ("Evogene") announced its financial results for the fourth quarter and fiscal year ended December 31, 2023. A Copy of the press release announcing those results is furnished as Exhibit 99.1to this Report of Foreign Private Issuer on Form 6-K (this "Form 6-K") and is incorporated herein by reference.

The GAAP financial statements tables contained in the press release attached to this Form 6-K are incorporated by reference in the registration statements on Form F-3 (Securities and Exchange Commission ("SEC") File Nos. 333-253300 and 333-277565), and Form S-8 (SEC File Nos. 333-259215,333-193788,333-201443 and 333-203856) of Evogene, and will be a part thereof from the date on which this Form 6-K is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

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.

	EVOGENE LTD.
	(Registrant)
Date: March 7, 2024	By: /s/ Yaron Eldad
	Yaron Eldad
	Chief Financial Officer

EXHIBIT INDEX

EXHIBIT NO.

DESCRIPTION

99.1Press Release: Evogene Reports Fourth Quarter and Full Year 2023 Financial Results.

Exhibit 99.1

Evogene Reports Fourth Quarter and Full Year 2023 Financial Results

Conference call and webcast: today, March 7, 2024, 9:00 am E.T.

[phone] or [phone] Ihttps://veidan.activetrail.biz/evogeneq4-2023

Rehovot, Israel - March 7, 2024 - Evogene Ltd. (Nasdaq: EVGN, TASE: EVGN), a leading computational biology company targeting to revolutionize life-science based product discovery and development utilizing cutting edge computational biology technologies, across multiple market segments, today announced its financial results for the fourth quarter and full year period ending December 31, 2023.

Mr. Ofer Haviv, Evogene's President, and Chief Executive Officer, stated, "The Evogene Group has experienced a transformative year with industry perception of our technology and products translating into growing collaborations with world leading companies. The number and caliber of partnerships Evogene and our subsidiaries have formed speak volumes: Lavie Bio with Corteva, ICL, and Syngenta; AgPlenus with Bayer and Corteva; Casterra with a global oil and gas company; Biomica with an investment by Shanghai Healthcare Capital; and Evogene with Verb Biotics and Colors, underscore our growing influence in the life science sector.

This collaboration momentum affirms the value of Evogene's AI tech-engines:MicroBoost AI, ChemPass AI, and GeneRator AI, built on our CPB platform developed over a decade. Looking forward, we anticipate further partnerships with industry leaders, increased sales of subsidiary products like Casterra's elite castor varieties and Lavie Bio's bio-inoculant Yalos, and expansion beyond our current sectors.

These efforts not only validate our contributions but also bolster our financial position through various revenue streams, reflected in today's reported revenues of approximately $5.6 million in 2023, compared to approximately $1.7 million 2022. We anticipate continued revenue growth for the Evogene Group in 2024."

Evogene main accomplishments in 2023:

• Partnership with Verb Biotics: Evogene collaborated with Verb Biotics, an innovative probiotics company, to identify and design probiotic bacteria that produce sustainable quantities of microbial metabolites to enhance human health and vitality in the rapidly growing probiotics market. Evogene will utilize MicroBoost AI tech-engine in the scope of this collaboration.

• Collaboration with Colors Farm and Ben Gurion University: Evogene partnered to pioneer crustacean gene editing technology aimed at enhancing crustacean traits. This collaboration, supported by a grant from the Israel Innovation Authority, utilizes Evogene's GeneRator AI tech-engine.
• EU Grant for Ag-SeedDivision: Evogene secured a € 1.2 million EU grant to develop oil-seed crops with enhanced CO2 assimilation and drought tolerance. The program, named the EIC 2022 Horizon program, supports businesses focusing on climate-focused and sustainable crop development.

Evogene subsidiaries' main accomplishments:

Casterra Ag Ltd. - provides an integrated end-to-end solution for large-scale castor bean cultivation, utilizing Evogene's GeneRator AI tech-engine:

• Seed Orders from Leading Oil and Gas Company: Casterra received seed orders totaling $11.3 million from a world-leading oil and gas company for castor cultivation in Africa, supporting the bio-diesel industry's growth.
• Successful Delivery of High-YieldCastor Seeds: Casterra has successfully delivered its first shipment of high-yield,high-oil castor seeds from Brazil and Zambia to Africa, valued at approximately $1 million .
• Expansion of Production Capabilities: In March 2023, the company disclosed that it has signed agreements with existing and new seed producers in Brazil and Africa to boost its castor seed production capabilities in 2024. These agreements are projected to increase production by approximately 400 tons. The company expects that these new agreements will allow it to fulfill its existing seed orders and establish a long-term production infrastructure.

AgPlenus Ltd. - aims to develop and commercialize next-generation crop protection products, utilizing Evogene's ChemPass AI tech-engine:

• Licensing and Collaboration Agreement with Bayer: AgPlenus signed in February 2024 a licensing and collaboration agreement with Bayer's Crop Science division to utilize AgPlenus' AI-driven computational modeling technology for designing and optimizing molecules targeting the APTH1 protein, a new mode of action identified by AgPlenus. Bayer has exclusive rights for developing and commercializing products resulting from this collaboration, with AgPlenus receiving an upfront payment, ongoing research funding, milestone payments, and royalties.

2

• Milestone Achievement with Corteva: AgPlenus reached a milestone in the collaboration with Corteva for developing novel herbicides, successfully identifying a new family of molecules with herbicidal effects through a novel mode of action, APCO-12. The collaboration will continue to optimize these molecules towards commercial-level products, utilizing AgPlenus' computational technology powered by Evogene's ChemPass AI tech engine.

Biomica Ltd. - develops microbiome-based therapeutics, leveraging Evogene's MicroBoost AI tech-engine:

• Successful Financing Round: Biomica completed a $20 million financing round in April 2023, with a $10 million investment from Shanghai Healthcare Capital, validating Biomica's long- term potential.
• Advancements in Clinical Trials: BMC128, Biomica's flagship product targeting immune-oncology patients, progressed through Phase 1 clinical trials, assessing its safety and tolerability in combination with Bristol Myers Squibb's Opdivo® immunotherapy. Biomica expanded its operations by opening a second site at The Davidoff Cancer Center in Israel to facilitate patient recruitment.
• Completion of Phase I Trial Enrollment: Biomica reached a significant milestone in January 2024 by completing Phase I trial enrollment for its microbiome-basedimmuno-oncology drug, with promising preliminary results. Initial data readout is expected in 2024.
• Positive Interim Results in IBS Program: Biomica reported positive interim results from pre-clinical studies on its IBS program in July 2023, showing the efficacy of Biomica's live bacterial consortia, BMC426 and BMC427, in alleviating visceral pain, a major symptom of IBS. This presents promising new treatment avenues, with plans for further pre-clinical studies to prepare for clinical trials.

3

Lavie Bio Ltd. - develops and commercializes microbiome-basedag-biological products, utilizing Evogene's MicroBoost AI tech-engine:

• Licensing Agreement with Corteva: Lavie Bio entered a licensing agreement granting exclusive rights to Corteva for advancing and commercializing Lavie Bio's lead bio-fungicides, LAV311 and LAV312, targeting fruit rots. This agreement, preceded by two years of independent field validation trials, included an initial payment of $5 million to Lavie Bio, with potential future milestone payments and royalties from Corteva's sales of the products.
• Collaboration with Syngenta: Lavie Bio announced an agreement with Syngenta for the discovery and development of new biological insecticidal solutions. Leveraging Lavie Bio's technology platform, this collaboration aims to rapidly identify and optimize bio-insecticide candidates, further strengthening Lavie Bio's position in the agricultural market.
• Achievements of Yalos™ Bio -Inoculant:
• • Obtained regulatory approval from the Canadian Food Inspection Agency (CFIA), significantly expanding its sales territory.
  • Expanded scope to include durum and barley varieties across the U.S. and Canada, following successful field trials demonstrating approximately 7% yield increase.
  • Secured an exclusive distribution agreement with WinField United Canada, focusing on spring wheat, durum, and barley crops in key Canadian agricultural regions.

Canonic Ltd. - provides tailored medical cannabis products to optimize consumer well-being, utilizing Evogene's GeneRator AI tech-engine.

In the third quarter of 2023, Evogene announced that it had decided to reduce its investment in Canonic in response to challenging market conditions in the medical cannabis sector. Currently, Evogene is announcing advanced discussions regarding the potential transfer of Canonic's operations to a third party. However, the completion and terms of such a transfer remain uncertain.

4

Consolidated Financial Results Summary

• As of December 31, 2023, Evogene's consolidated cash, cash equivalents, and short-term bank deposits totaled approximately $31.1 million. Alongside Casterra, Canonic, and AgPlenus, Evogene had an aggregate cash reserve of $12.4 million, with Biomica holding $12.7 million and Lavie Bio $6.0 million.
• In July 2023, Evogene entered into securities purchase agreements with institutional investors in a registered direct offering of shares only. The gross proceeds from the offering were approximately $8.5 million.
• In 2024, Evogene anticipates a significant decrease in cash usage to approximately $8 million, excluding Lavie Bio and Biomica, compared to $12.5 million in 2023. This reduction is primarily driven by an expected revenue increase and decrease in Canonic's expenses. The total consolidated burn rate is projected to decline as well to $21 million in 2024, down from $23.1 million in 2023.
• The company does not have any bank debt.
• Revenues for 2023 were approximately $5.6 million, in comparison to approximately $1.7 million in 2022. The revenue increase was primarily due to the $2.5 million generated by Lavie Bio as a licensing fee in the frame of its collaboration with Corteva, as well as revenues recognized from Casterra's sale of castor seeds.
• In the fourth quarter of 2023 R&D expenses, reported net of non-refundable grants, reached approximately $5.5 million, compared to about $4.8 million in the same period the previous year. For the full year 2023, R&D expenses remained steady at approximately $20.8 million, in line with 2022 figures. Key drivers of R&D expenditure throughout 2023 included the activities of Lavie Bio and the development efforts of Biomica.
• In the fourth quarter of 2023, sales and marketing expenses totaled approximately $1.0 million, showing a slight decrease from approximately $1.2 million in the same period the previous year. Throughout the full year 2023, sales and marketing expenditures amounted to approximately $3.6 million, compared to approximately $3.9 million in 2022.
• In the fourth quarter of 2023, general and administrative expenses were approximately $1.2 million, down from about $1.7 million in the same period the previous year. For the full year 2023, these expenses totaled around $6.1 million, compared to approximately $6.5 million in 2022, mainly due to decreased directors' and officers' insurance costs.

5

• Other income - In the fourth quarter of 2022, the company received $3.5 million from Bayer under the joint seed traits collaboration agreement, as part of a restructuring and release of the patent filing, prosecution, and maintenance obligations under the collaboration.
• In the fourth quarter of 2023, the company's operating loss increased to approximately $7.6 million from $3.8 million in the same period the previous year, mainly due to the absence of other income recorded in 2022. For the full year 2023, the operating loss was approximately $26.5 million, slightly lower than the $26.9 million reported in 2022 mainly due to the significant increase of revenues in 2023 offset by the other income recorded in 2022.
• In the fourth quarter of 2023, the company's net financing income amounted to approximately $287 thousand, a significant increase from approximately $6 thousand in the same period the previous year. For the full year 2023, net financing income totaled approximately $521 thousand, compared to net financing expenses of approximately $2.8 million in the same period in the previous year. This difference between periods was primarily driven by fluctuations in the U.S. Dollar and the New Israeli Shekel exchange rates, changes in the value of marketable securities, and interest income compared to the previous year.
• In the fourth quarter of 2023, the company reported a net loss of approximately $7.3 million, compared to a net loss of approximately $3.8 million in the same period the previous year. This increase in net loss during the fourth quarter of 2023 is primarily attributed to other income received in 2022, as mentioned above. For the full year 2023, the net loss amounted to approximately $26.0 million, a decrease from the net loss of approximately $29.8 million reported for 2022.

***

For the financial tables, click here

For Evogene's updated presentation click here.

Conference Call & Webcast Details:

Date: March 7, 2024

Time: 9:00 am E.T.; 16:00 Israel time

To join the conference call, please use the following numbers: [phone] toll-free from the United States or [phone] internationally. Or at

https://veidan.activetrail.biz/evogeneq4-2023

A replay of the conference call will be available approximately two hours following the completion of the call. To access the replay, please dial [phone]toll-free from the United States or [phone] internationally. The telephone replay will be accessible for three days, but an archive of the webcast will be available from the webcast link for the following twelve months.

6