Business context and reporting period
Evogene Ltd. furnished this Form 6-K for October 2026, reporting a cooperation agreement signed on October 6, 2026, with L.I.A. Pure Capital Ltd. and Invest Pro Shukai Hon Ltd. (the Pure Capital Group). The agreement is intended to resolve outstanding differences and change the composition of Evogene’s board.
Financial and operating information
This filing does not provide revenue, profit, cash flow, margin, debt, liquidity, or other operating results. It does not provide a clear financial value for the agreement or its expected financial effects.
Material changes and agreement terms
- Two directors, Dr. Yael Margolin and Yoshinori Oikawa, stepped down before the agreement was executed. The remaining directors appointed Pure Capital Group nominees Dr. Adi Zuluf-Shani and Oz Adler, bringing the board to seven members.
- A special shareholder meeting is scheduled for November 10, 2026. Shareholders are to vote on the election of Zuluf-Shani and Adler, the election of nominees Itay Maroz and Shahar Zadok subject to approval of the agreement, and approval of the cooperation agreement. Dan Falk and Dr. Adrian Percy’s resignations take effect only if shareholders approve Maroz and Zadok.
- If approved, the seven-member board is to comprise four Pure Capital Group nominees and three continuing directors: Ofer Haviv, Nir Nimrodi, and Leon Y. Recanati. The continuing directors are expected to serve for a transition period of up to six months, unless otherwise agreed.
- The Pure Capital Group agreed to withdraw its September 8, 2026 letter concerning a potential special tender offer and not commence one for 60 days. The agreement does not restrict the group from acquiring additional Evogene shares.
- For the same 60-day period, Evogene agreed not to issue ordinary shares or convertible securities, including through its ATM facility, except for ordinary-course employee issuances consistent with prior practice.
- The parties agreed to mutual releases of specified existing claims and mutual non-disparagement covenants.
Outlook, risks, and items to monitor
The board changes and agreement terms remain subject to the relevant shareholder votes. The filing provides no financial guidance or management outlook. Evogene’s share-issuance restriction and the standstill are temporary; the Pure Capital Group’s right to buy shares remains intact. The filing states that its contents and exhibits are incorporated by reference into specified Evogene registration statements.
Important facts for investors to verify
- Voting results at the November 10, 2026 special general meeting, including approval of the agreement and proposed director elections.
- Whether the expected board composition and transition period take effect as described.
- Expiry and observance of the 60-day tender-offer standstill and share-issuance restriction, including any permitted employee issuances.
- The detailed proposals, voting requirements, and agreement terms in Exhibits 99.1 and 99.2.