FORM 20-F
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☐
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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
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⌧
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Title of each class |
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Trading symbol(s)
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Name of each exchange on which registered
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Ordinary shares, par value NIS 0.02 per share |
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EVGN |
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Nasdaq Stock Market LLC
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Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ⌧
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Emerging Growth Company ☐
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U.S. GAAP ☐
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International Financial Reporting Standards as issued by the
International Accounting Standards Board ⌧
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Other ☐
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28 | ||
56
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57 | ||
70 | ||
84 | ||
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99
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100
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103 | |
F-1 |
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references to “Evogene,” “we,” “us,” “our,” “our company” and “the company” refer to Evogene Ltd. and its consolidated subsidiaries, consisting of AgPlenus Ltd., Biomica Ltd., Canonic Ltd., Casterra Ag Ltd. (formerly known as Evofuel
Ltd.), Evogene Inc., Lavie Bio Ltd., and their consolidated subsidiaries;
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references to “U.S. dollars,”, “USD”, “$” or “dollars” are to United States dollars;
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references to “NIS” or “shekels” are to New Israeli Shekels;
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References to “U.S.” are to the United States;
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references to “ordinary shares”, “our shares” and similar expressions refer to our Ordinary Shares, par value NIS 0.02 per share;
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references to the “articles of association” are to our Amended and Restated Articles of Association, which became effective upon the closing of the U.S. initial public offering, as subsequently amended;
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references to the “Companies Law” are to the Israeli Companies Law, 5759-1999, as amended;
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references to the “Securities Act” are to the Securities Act of 1933, as amended;
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references to the “Exchange Act” are to the Securities Exchange Act of 1934, as amended;
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references to the “NYSE” are to the New York Stock Exchange;
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references to the “Nasdaq” are to the Nasdaq Stock Market LLC;
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references to the “TASE” are to the Tel Aviv Stock Exchange; and
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references to the “SEC” are to the United States Securities and Exchange Commission.
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the extent of our continuing 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;
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whether we and our collaborators are able to allocate the resources needed to develop commercial products from our discoveries and product candidates;
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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;
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the degree of success of third parties upon whom we rely to conduct certain activities, such as field-trials and pre-clinical studies;
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whether we are able to comply with regulatory requirements;
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whether we and our subsidiaries are able to meet expected timelines in the performance of our activities (or are delayed, including as a result of the effect of the Coronavirus);
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the extent of the future growth of the agriculture, human health and industrial application industries in which we operate;
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whether we can maintain our current business models;
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the actual commercial value of our key product candidates;
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whether we or our collaborators receive regulatory approvals for the product candidates developed by us or our collaborators;
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whether products and product candidates containing or based on our discoveries are commercialized and earn us revenues or royalties;
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whether we are able to maintain and recruit knowledgeable or specialized personnel to perform our research and development work;
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the degree of our success at adapting to the continuous technological changes in our industries;
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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;
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whether we can improve our existing, or develop and launch new, computational technologies and screening and validation systems;
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whether we can patent our discoveries and protect our trade secrets and proprietary know-how; and
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the effect of the spread and resulting government actions implemented to limit coronavirus.
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2015
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2016
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2017
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2018
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2019
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Consolidated Statements of Profit or Loss and Other Comprehensive Income (Loss):
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Revenues:
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Research and development payments, including up-front payments
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$
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10,956
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$
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6,500
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$
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3,369
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$
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1,747
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$
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753
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Share purchase related revenues
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173
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40
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12
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-
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-
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Total Revenues
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11,129
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6,540
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3,381
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1,747
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753
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Cost of revenues
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8,255
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5,639
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2,845
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1,452
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334
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Gross profit
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2,874
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901
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536
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295
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419
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Operating expenses:
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Research and development, net
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14,449
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16,405
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16,987
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14,686
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15,791
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Business development
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1,964
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1,696
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1,686
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2,084
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2,029
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General and administrative
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4,382
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3,889
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3,810
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3,514
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3,765
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Total operating expenses
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20,795
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21,990
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22,483
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20,284
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21,585
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Operating loss
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(17,921
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)
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(21,089
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)
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(21,947
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)
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(19,989
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)
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(21,166
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)
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Financing income
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2,571
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2,424
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2,125
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1,413
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2,630
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Financing expenses
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(1,863
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)
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(891
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)
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(1,005
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)
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(2,206
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)
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(555
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)
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Loss before taxes on income
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(17,213
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(19,556
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)
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(20,827
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(20,782
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)
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(19,091
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)
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Taxes on income
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-
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36
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11
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30
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24
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Loss
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(17,213
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)
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(19,592
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)
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(20,838
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)
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(20,812
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)
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(19,115
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Other comprehensive income (loss):
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Loss from cash flow hedges
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(45
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)
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-
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-
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-
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-
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Amounts transferred to the statement of profit or loss for cash flow hedges
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267
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-
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-
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-
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-
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Total comprehensive loss
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$
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(16,991
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)
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$
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(19,592
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)
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$
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(20,838
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)
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$
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(20,812
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)
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$
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(19,115
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)
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Attributable to:
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Equity holders of the Company
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-
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-
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-
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(20,758
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(18,112
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)
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Non-controlling interests
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-
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-
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-
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(54
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)
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(1,003
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)
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$
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(16,991
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)
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$
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(19,592
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)
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$
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(20,838
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)
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$
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(20,812
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)
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$
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(19,115
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)
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Basic and diluted loss per share, attributable to equity holders of the Company
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$
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(0.68
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)
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$
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(0.77
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)
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$
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(0.81
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)
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$
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(0.81
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)
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$
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(0.70
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)
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Weighted average number of ordinary shares used in computing basic and diluted loss per share (1)
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25,378,325
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25,444,733
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25,673,276
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25,753,411
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25,754,297
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2015
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2016
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2017
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2018
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2019
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Selected Consolidated Statements of Financial Position Data:
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Cash and cash equivalents
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$
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10,221
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$
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3,236
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$
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3,435
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$
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5,810
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$
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34,748
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Marketable securities
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71,807
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71,738
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59,940
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26,065
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2,128
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Short-term bank deposits
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18,603
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13,137
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8,380
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22,592
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10,000
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Trade receivables
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2,675
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169
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132
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160
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72
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Total current assets
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104,376
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89,490
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72,791
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55,488
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49,027
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Total assets
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112,595
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95,986
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77,602
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58,694
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71,364
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Net assets
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103,752
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87,289
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69,378
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50,306
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60,217
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Deferred revenues and other advances
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858
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1,105
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605
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440
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395
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Total liabilities
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8,843
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8,697
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8,224
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8,388
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11,147
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Working capital (2)
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98,737
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84,265
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68,127
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50,057
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43,298
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Shareholders’ equity
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103,752
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87,289
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69,378
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50,306
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60,217
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(1) |
Basic and diluted loss per share is computed based on the weighted average number of ordinary shares outstanding during each period, in accordance with International Accounting Standard 33, “Earnings per Share.”
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our discoveries may not be successfully validated or may not have the desired effect required in order to become, or to be incorporated into, commercial products;
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the process of developing product candidates based on our discoveries is lengthy and expensive, and we or our collaborators may not be able to allocate the resources needed to complete such development within the desired timeline;
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we or our collaborators may decide to discontinue, pause, reduce, or alter the scope of the development efforts for our product candidates;
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we may fail to satisfy, in a timely manner or at all, relevant milestones under our agreements with our collaborators;
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regulatory conditions related to our product candidates may change in different territories, thus negatively affecting the relevant development processes and extending their length or limiting the commercialization of such product
candidates;
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we or our collaborators may be unable to obtain the requisite regulatory approvals for product candidates based on our discoveries;
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our competitors may launch competing or more effective products;
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we or our collaborators may be unable to fully develop and commercialize product candidates containing our discoveries or may decide, for whatever reason, not to commercialize, or to delay the commercialization of, such product
candidates;
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a market may not exist for products containing our discoveries or such products may not be commercially successful or relevant; and
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we may be unable to protect the intellectual property underlying our discoveries in the necessary jurisdictions.
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we or our collaborators may not be able to allocate the resources needed to develop product candidates based on our discoveries;
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we or our collaborators may revise the process of product development or make other decisions regarding their product development pipelines that may extend the development period;
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we or our collaborators may prioritize other development activities ahead of development activities with respect to the product candidates on which we collaborate;
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our discoveries may not be successfully validated or may not have the desired effect sought by us or by our collaborators; and
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we or our collaborators may be unable to obtain the requisite regulatory approvals for the product candidates based on our discoveries within expected timelines or at all.
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failure to establish the requisite infrastructure to enable the discovery and development of microbial bio-stimulants;
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failure to identify and develop microbial candidates that enhance plant performance at the desired efficacy and stability;
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failure to successfully complete development of microorganisms to achieve cost-effective and commercially viable products;
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failure to meet regulation requirements in case significant changes occur in the future; and
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failure to establish cost-effective go-to-market models for selling our products.
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failure of its relatively novel target-based approach to lead to an effective product candidate or failure to identify chemical compounds that will display required level of performance;
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inability to obtain sufficient funding to fully execute its ag-chemical business plan; and
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failure to meet regulation requirements.
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failure to identify and develop candidate genomic elements having the desired effect on the target trait in the plant of interest;
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failure to identify and develop toxin candidates having the desired effect on the target insects when inserted into the plants of interest;
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failure to successfully complete development of our seed trait product candidates; and
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our failure to meet regulation requirements for seed trait and insect control product candidates.
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failure to complete pre-clinical studies and clinical trials with positive results;
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failure to finance the development and commercialization of its product candidates;
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failure to receive marketing approvals from applicable regulatory authorities;
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failure to obtain and maintain patent and trade secret protection and regulatory exclusivity for its product candidates;
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failure to making arrangements with third-party manufacturers for, or establishing its own, commercial manufacturing capabilities;
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failure to launch commercial sales of its products, if and when approved, whether alone or in collaboration with others;
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failure to enter into new collaborations throughout the development process as appropriate, from pre-clinical studies through to commercialization;
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failure to achieve acceptance of its products, if and when approved, by patients, the medical community and third-party payors;
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failure of its products, if approved, to compete effectively with other therapies;
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failure to obtain and maintain coverage and adequate reimbursement by third-party payors, including government payors, for its products, if approved;
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failure to protect its rights in its intellectual property portfolio;
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failure to operate without infringing or violating the valid and enforceable patents or other intellectual property rights of third parties;
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failure to maintain a continued acceptable safety profile of the products following approval; and
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failure to maintain and develop an organization of scientists and business people who can develop and commercialize its products and technology.
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failure to develop cannabis varieties having desired efficacy and stability;
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failure to establish the agro-technical knowledge and expertise for cultivating cannabis;
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failure to meet regulation requirements;
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failure to engage with, and successfully operate, contractors, in Israel and abroad, for performing cultivation and production services;
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failure to establish successful distribution channels, in Israel and abroad, for our medical cannabis products;
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failure to secure our cannabis cultivation facilities; and
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the market for medical cannabis products is relatively new and suffers from high uncertainty in many aspects, including demand, supply, pricing, regulation, customer preferences, etc.
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failure to reach desired yields of its castor seed varieties on a commercial scale to secure economic viability as bio-based oil feedstock;
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failure to establish an efficient mechanical harvest solution;
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failure to establish a cost-effective production of castor bean grains, allowing grower profitability;
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failure to reach large scale adoption of castor by growers, including the successful management of diseases, and pests;
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failure to address the health and environmental risks posed by castor bean seeds, which contain a naturally occurring poison called ricin;
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failure to comply with any regulatory requirement related to sales of castor beans, and in particular those related to the import of such beans and the potential effects of ricin; and
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failure to establish sustainable production of castor seeds.
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activities in the field of cannabis are subject to enhanced regulation in Israel and worldwide. For example, Israeli regulation requires that we obtain a specific permit for each of the following
activities: research, propagation, cultivation, production, marketing and distribution, use, etc.;
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changes in laws, regulations and guidelines related to cannabis may result in significant additional compliance costs for us or limit our ability to operate in certain jurisdictions;
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certain banks will not accept deposits from or provide other bank services to businesses involved with cannabis; and
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third parties with whom we do business may perceive that they are exposed to reputational risk as a result of our cannabis-related business activities and may ultimately elect not to do business with us.
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fluctuations in foreign currency exchange rates;
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potentially adverse tax consequences;
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difficulties in staffing and managing foreign operations;
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hiring and retention of employees and/or consultants under foreign employment laws which are not familiar to us;
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laws and business practices that sometimes favor local business;
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compliance with foreign legislation, being subject to laws, regulations and the court systems of multiple jurisdictions; and
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tariffs, trade barriers and other regulatory or contractual limitations on our ability to develop (and, when applicable in the future, sell) our solutions in certain foreign markets.
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impair or eliminate our ability to research and develop our product candidates, including validating our product candidates through field or clinical trials;
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increase our compliance and other costs of doing business through increases in the cost to patent or otherwise protect our intellectual property or increases in the cost to our collaborators to obtain the necessary regulatory approvals
to commercialize and market the product candidates we develop with them;
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require significant product redesign or systems redevelopment;
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render our product candidates less profitable, obsolete or less attractive compared to competing products;
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affect our collaborators’ willingness to do business with us;
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reduce the amount of revenues we receive from our collaborators through milestone payments or royalties; and
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discourage our collaborators from offering, and consumers from purchasing, products that incorporate our discoveries.
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our inability to obtain additional funding
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any delay in filing a regulatory submission for any of our product or product candidates and any adverse development or perceived adverse development with respect to the review of that regulatory submission by the applicable regulatory
body
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actual or anticipated fluctuations in our results of operations;
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variance in our financial performance from the expectations of market analysts;
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announcements by us or our competitors of significant business developments, changes in relationships with our collaborators, acquisitions or expansion plans;
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our involvement in litigation;
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our sale, or the sale by our significant shareholders, of ordinary shares or other securities in the future;
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failure to publish research or the publishing of inaccurate or unfavorable research;
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market conditions in our industry and changes in estimates of the future size and growth rate of our markets;
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changes in key personnel;
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the trading volume of our ordinary shares; and
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general economic and market conditions, including as a result of the scope and duration of the COVID-19 pandemic.
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(i) |
Agriculture, focusing on the following target markets:
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a. |
Agriculture biologicals, via our subsidiary Lavie Bio Ltd. or Lavie Bio,
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b. |
Agro chemicals, via our subsidiary AgPlenus Ltd., or AgPlenus, and
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c. |
Seed traits, via our Ag-Seeds division;
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(ii) |
Human health, focusing on the following target markets:
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a. |
Human microbiome-based therapeutics, via our subsidiary Biomica Ltd., or Biomica, and
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b. |
Medical cannabis products, via our subsidiary Canonic Ltd., or Canonic; and
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(iii) |
Life-science based industrial applications, currently focusing on castor seed varieties and agro-technical capabilities, through our subsidiary Casterra Ag Ltd. (formerly Evofuel Ltd.), or Casterra.
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In February 2019 – we announced that Evogene’s Ag-Biologicals activities are being transferred to a new subsidiary – Lavie Bio Ltd., or Lavie Bio.
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In April 2019 – we announced that we will develop next generation medical cannabis products through a new subsidiary, Canonic Ltd.
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In August 2019 – Corteva AgriScience, or Corteva, invested in Lavie Bio. The investment included $10 million in equity funding and the contribution by Corteva to Lavie Bio of its shares in Taxon Biosciences, Inc., or Taxon Biosciences,
in exchange for shares in Lavie Bio. Taxon Biosciences is a company focused on microbiome discovery to develop biological crop products.
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In July 2019 – Lavie Bio announced positive 2nd-year field results in its bio-stimulant program for wheat.
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In November 2019 – Lavie Bio announced advancement in the product development pipeline for wheat bio-stimulants.
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In March 2020 – AgPlenus announced entering a collaboration with Corteva for the development of novel herbicides.
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In July 2019 – we amended our corn disease resistance research collaboration agreement with Bayer (previously with Monsanto) to include genome editing targets.
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In April 2019 – Biomica announced initiation of pre-clinical studies in its Immuno-Oncology Program.
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In October 2019 – Biomica announced advancement to pre-clinical studies in its Inflammatory Bowel Disease program.
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In October 2019 – Biomica announced a collaboration with the Weizmann Institute of Science to develop a selective treatment against antibiotic-resistant bacteria.
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In November 2019 – Biomica reported positive preliminary results in animal studies in its Immuno-Oncology program.
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In January 2020 – Biomica announced entering a new agreement with Biose Industrie for scale-up and GMP production of drug candidates BMC121 & BMC127 for its immuno-oncology program to support the preparation towards the anticipated
first in man proof of concept clinical trials.
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In November 2019 - Canonic announced initiation of cultivation and breeding of cannabis varieties with unique genomic profiles for the development of medical cannabis products.
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In January 2020 - Canonic announced an agreement with Hadassah Medical Center for pre-clinical studies to support the development of Canonic’s medical cannabis products.
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|
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In May 2019 – our subsidiary Evofuel Ltd. was rebranded as Casterra Ltd. to better reflect its change in business focus from the alternative fuel industry to the market of castor oil for industrial uses.
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|
◾ |
Plant and microbial gene databases – These databases are focused on the gene entity, linking available data relevant to a gene in a single assembled database.
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|
o |
Our plant gene databases cover over 16 million genes from more than 200 plant species, and account for various data types, including phenotypic data (i.e., data related to a plant’s observable
characteristics, morphology, development and physiological properties) and genotypic data (i.e., data from the molecular level, derived from DNA, RNA or other sources).
|
|
o |
Our microbial gene database incorporates more than 250 million microbial genes. In our pursuit to expand our databases to include novel genetic material, we established a pipeline for assembling gene models from samples containing
bacterial populations, or metagenomics. Utilizing this approach, we have unveiled millions of genes, some of which have never been observed before, as well as a multitude of bacteria never previously cultured.
|
|
◾ |
Microbial strain database (microbial organisms) – This database comprises data on microbial strains isolated from plant and human sources. It includes several tens of thousands of microbial
strains that are key to plant and human life cycles.
|
|
◾ |
Chemical database (small molecules) – This database is structured as molecule-centric, covering broad chemical collections and derived from publicly available sources of synthetic and natural
chemistry. This database currently comprises over 400 million chemicals, integrating multiple layers of data describing the chemicals' properties.
|
|
(i) |
Direct market access – in fragmented markets we expect to complete product development independently and then establish a tailored market access strategy per specific product and territory (such as certain fruits and vegetables), and
|
|
(ii) |
Indirect market access – in markets in which Lavie Bio identifies strategic partners that can drive its go-to-market, it will aim to gain market access through collaborations with such partners, either through co-development or through
royalty-bearing commercialization agreements.
|
|
◾ |
Discovery: The identification of a candidate microbial strain, or microbial strain teams, having the potential to improve the target trait. A collection of selected microbial
candidates is typically tested on the crop(s) of choice in greenhouse screens or limited field experiments for various efficacy, stability and commercial viability criteria. Candidates that meet the testing criteria are referred to as
“Hits”. Discovery phase typically lasts approximately 12-18 months.
|
|
◾ |
Pre-development: Promising Hits are advanced to pre-development phase, in order to further assess and optimize performance criteria such as shelf life, efficacy and stability.
Successfully performing microbial candidates are referred to as “Advanced Hits”. This stage typically lasts approximately 12-18 months.
|
|
◾ |
Development: This phase is usually divided into Development Stage 1, resulting with a “Lead”, and Development Stage 2, resulting with a “Pre-Product”. In this phase, the
fermentation and formulation procedures are further optimized to allow for further testing and validation of efficacy and stability in the field as well as for commercial scale production, addressing cost of good targets and compatibility
with other agricultural inputs. Based on industry benchmarks and our estimates, this stage typically lasts approximately 24 months.
|
|
◾ |
Pre-commercialization: In this phase, extensive field tests are undertaken to demonstrate the effectiveness of product candidates in enhancing the target trait, including
production of data to support product positioning. Additional activities towards launch are performed, including packaging development, upscale manufacturing protocol, registration and regulation. Based on industry benchmarks and our
estimates, in the U.S. we expect this stage to last approximately 24 months for bio-stimulants and 36-48 months for bio-pesticides due to longer regulation processes.
|
Program
|
Ag-biological product
|
Crop/Target
|
Development phase (1)
|
|||
1
|
Bio-stimulants – Yield & abiotic stress tolerance (2)
|
Corn
|
Pre-Development
|
|||
2
|
Bio-stimulants – Yield & abiotic stress tolerance
|
Wheat
|
Development stage 2
|
|||
3
|
Bio-pesticides – Seedling disease resistance
|
Row crops, seed treatment
|
Pre-development
|
|||
4
|
Bio-pesticides – Mildew and fruit rots resistance
|
Row and specialty Crop, foliar application
|
Development stage 1
|
|||
5
|
Bio insecticides – Western corn rootworm
|
Corn, soil and foliar
|
Pre-development
|
|
◾ |
Identification of Targets – Identification and validation of vital targets or proteins that when inhibited (for instance by a chemical), lead to plant or insect death.
|
|
◾ |
Identification of Hits – Screening of chemical compounds for the identification of candidate Hits that potentially inhibit identified vital targets and are capable of achieving the desired impact on the plants or insects of interest.
The development process includes in-silico as well as biological screening and validation activities.
|
|
◾ |
Hit-to-Lead process – Hits displaying confirmed activity in the initial validation screens will enter the Hit-to-Lead process, including several optimization cycles, each constructed of compound design (in our case focusing on
computational optimization), synthesis of compounds and validation experiments. This stage ends with a Lead compound.
|
|
◾ |
Lead – A lead is a validated hit that has confirmed activity in advanced validation screens proving commercial level efficacy.
|
|
◾ |
In this stage different types of regulatory experiments are conducted, and the chemistry may be further modified to address specific challenges. This stage ends with an Optimized Lead compound.
|
|
◾ |
In the final development phases, new chemical products are registered with the proper regulatory authorities and then launched for commercialization. According to publications of key industry players, such development processes are
likely to last 5-8 years. We expect that these last stages of development will be conducted by our current and future collaboration partners or by our customers.
|
|
(i) |
internal product development pipeline
|
Program
|
Product
|
Target Organism / Crop
|
Stage
|
|||
1
|
Non-selective & selective herbicides (novel MoAs)
|
Key crops
|
Discovery – Hit-to-Lead process
|
|||
2
|
Broad spectrum insecticides (novel SoAs/MoAs)
|
Lepidoptera, Coleoptera and Hemiptera
|
Discovery– Identification of Hits
|
|
(ii) |
Product development under collaborations:
|
Program
|
Product
|
Target Organism / Crop
|
Collaborator
|
Stage
|
||||
1
|
Non-selective & selective herbicides
|
Key crops
|
BASF
|
Undisclosed
|
||||
2
|
Non-selective & selective herbicides
|
Key crops
|
Corteva
|
Undisclosed
|
||||
3
|
Broad spectrum insecticides
|
Lepidoptera, Coleoptera and Hemiptera
|
BASF
|
Undisclosed
|
||||
4
|
Crop enhancers
|
Key crops
|
ICL
|
Undisclosed
|
|
◾ |
Discovery: The identification of candidate genetic elements for enhancing specified plant traits. We usually test these elements in model systems to determine whether they
will enhance the specified trait. In our experience, the Discovery phase typically lasts approximately 18-24 months. In our collaborations, we typically undertake this phase.
|
|
◾ |
Phase I, or “Proof of Concept”: Validated candidate genetic elements are advanced to Phase I. In this phase, they are tested in target plants through greenhouse trials, field
trials, or both, for their efficacy in improving plant performance. During this phase, the genetic elements are also optimized to improve their efficacy. Phase I may be conducted by us or by our collaborators, and in our experience, may
last up to six years.
|
|
◾ |
Phase II, or “Early Development”: In this phase, the field tests are expanded, and our collaborators evaluate the genetic elements on multiple geographical locations and
varieties, to reach commercially viable success rates. By the end of this phase, a specific product candidate is being selected to advance to Phase III. We estimate Phase II to last between two to four years.
|
|
◾ |
Phase III, or “Advanced Development and Regulation”: Extensive field trials are performed to test the effectiveness of the selected product candidate across locations, and
regulatory approvals are obtained, including potential environmental impact assessments, toxicity and allergenicity. We estimate Phase III to last between one to two years.
|
|
◾ |
Phase IV, or “Pre-Launch”: Involves preparation for commercial launch. The range of activities here includes preparing the seeds for commercial sales, formulation of a
marketing strategy and preparation of marketing materials. We estimate Phase IV to last between one to two years.
|
Program
|
Crop
|
Technology
|
Collaborator
|
Development Phase
|
|||||
1
|
Corn
|
GM
|
Bayer
|
Phase I
|
|||||
2
|
(1)
|
|
Advanced breeding
|
A consumer goods company (1)
|
Development with Collaborator
|
|
(1) |
Crop and collaborator name not disclosed.
|
Program
|
Crop
|
Trait
|
Technology
|
Collaborator
|
Development Phase
|
|||||
1
|
Corn
|
Fusarium
|
GM & genome editing
|
Bayer
|
Undisclosed
|
|||||
2
|
Soybean
|
Asian Soybean Rust
|
GM
|
Corteva
|
Undisclosed
|
|||||
3
|
Soybean
|
Nematodes
|
Genome editing
|
TMG
|
Discovery
|
|||||
4
|
Banana
|
Black Sigatoka
|
GM
|
Rahan Meristem
|
Phase I
|
Program
|
Trait
|
Crop
|
Technology
|
Collaborator and Collaboration Phase
|
Phase
|
|||||
1
|
Coleoptera / Lepidoptera
|
Cotton
|
GM
|
IMAmt
|
Undisclosed
|
|||||
2
|
Lepidoptera
|
Corn, Soybean, Cotton
|
GM
|
Internal program
|
Phase I
|
|||||
3
|
Coleoptera
|
Corn, Cotton
|
GM
|
Internal program
|
Phase I
|
|||||
4
|
Hemiptera
|
Soybean
|
GM
|
Internal program
|
Phase I
|
|
◾ |
At the taxonomic level our analysis allows strain-level resolution and relies on an extensive proprietary strain database.
|
|
◾ |
At the functional level, our proprietary resources rely on a comprehensive catalog of microbial genes enabling mapping of an average of 90% of the functions of the human gut microbiome obtained through metagenomics sequencing.
|
|
- |
Cannabinoid specificity – the lack of clinical data demonstrating the correlation between medical indications and the genomic and cannabinoid profile of the cannabis plant.
|
|
- |
Cannabinoid yields – with the increasing legalization of cannabis in more and more countries, the price per gram of cannabis is decreasing. The decreasing selling price of cannabis has made this
product increasingly sensitive to the cost of production, making yield of cannabinoid per square foot a significant factor.
|
|
- |
Genetic stability – there is high genetic variability in currently available cannabis lines, which directly reflects on product consistency, or lack thereof.
|
|
- |
Development of varieties – This stage includes pre-breeding and breeding activities of tailored cannabis varieties (i.e., selective crossing of cannabis lines) to achieve desired properties. In
addition, during this stage Canonic also performs pre-clinical trials in order to support and direct its medical product development pipeline.
|
|
- |
Pre-production and pre-commercialization – During this stage, Canonic performs several activities that are intended to support future production and commercialization of its product. These
activities include the establishment of business agreements with manufacturers and distributers, introduction of cannabis varieties to cultivators and provision of agro-technical support, as well as upscale through seed and seedling
multiplication.
|
|
- |
Production and Commercialization – This stage will include the production of Canonic’s products as well as their commercialization through local distributors.
|
|
- |
MetaYield, for enhancement of total active compounds in the plant, and
|
|
- |
Precise, for the enhancement of specific active compounds in the plant, targeting anti-inflammatory and pain management properties.
|
Name of Subsidiary
|
Jurisdiction
|
Ownership Interest
|
||
AgPlenus Ltd.
|
Israel
|
100%
|
||
Biomica Ltd.
|
Israel
|
90.9% (1)
|
||
Canonic Ltd.
|
Israel
|
100%
|
||
Casterra Ag Ltd. (formerly known as Evofuel Ltd.).
|
Israel
|
100%
|
||
Lavie Bio Ltd.
|
Israel
|
72.2% (2)
|
|
(1) |
Remaining 9.1% of Biomica Ltd.’s outstanding share capital is held by Biomica's Chief Technology Officer.
|
|
(2) |
Remaining 27.8% of Lavie Bio Ltd.’s outstanding share capital is held by Pioneer Hi-Bred International, Inc. (also known by the name Corteva).
|
|
(iv) |
Agriculture, focusing on the following target markets:
|
|
a. |
Agriculture biologicals, via our subsidiary Lavie Bio Ltd.,
|
|
b. |
Agro chemicals, via our subsidiary AgPlenus Ltd., and
|
|
c. |
Seed traits, via our Ag-Seeds division;
|
|
(v) |
Human health, focusing on the following target markets:
|
|
a. |
Human microbiome-based therapeutics, via our subsidiary Biomica Ltd., or Biomica, and
|
|
b. |
Medical cannabis products, via our subsidiary Canonic Ltd.; and
|
|
(vi) |
Life-science based industrial applications, currently focusing on castor seed varieties and agro-technical capabilities, through our subsidiary Casterra Ltd. (formerly Evofuel Ltd.), or Casterra.
|
Year ended December 31,
|
||||||||||||
Operating Segment:
|
2019 |
2018
|
2017 | |||||||||
(U.S. dollars, in thousands)
|
||||||||||||
Agriculture
|
$
|
651
|
$
|
1,641
|
$
|
3,247
|
||||||
Industry
|
26
|
106
|
134
|
|||||||||
Human
|
-
|
-
|
-
|
|||||||||
Unallocated
|
76
|
-
|
-
|
|||||||||
Total
|
$
|
753
|
$
|
1,747
|
$
|
3,381
|
Year ended December 31,
|
||||||||||||
Geographical Region:
|
2019
|
2018
|
2017
|
|||||||||
United States
|
33
|
%
|
57
|
%
|
76
|
%
|
||||||
Germany
|
2
|
%
|
13
|
%
|
10
|
%
|
||||||
Israel
|
35
|
%
|
12
|
%
|
6
|
%
|
||||||
Brazil
|
28
|
%
|
6
|
%
|
-
|
|||||||
Other
|
2
|
%
|
12
|
%
|
8
|
%
|
||||||
Total
|
100
|
%
|
100
|
%
|
100
|
%
|
|
◾ |
Agriculture: our agriculture segment includes our division and subsidiaries engaged in agricultural activities, including seed traits activity, ag-chemicals activity (now through our subsidiary
AgPlenus) and ag-biologicals activity (now through our subsidiary Lavie Bio).
|
|
◾ |
Human Health: our human health segment focuses on discovery and development of human microbiome-based therapeutics (through our subsidiary Biomica) and cannabis activity (through our subsidiary
Canonic).
|
|
◾ |
Industrial Applications: our industrial applications segment focuses on the development and commercialization of improved castor bean seeds for industrial uses (through our subsidiary Casterra).
|
|
Agriculture
|
Industry
|
Human
|
Unallocated
|
Total
|
|||||||||||||||
|
(in thousands)
|
|||||||||||||||||||
Year ended December 31, 2019
|
||||||||||||||||||||
Revenues
|
$
|
651
|
$
|
26
|
$
|
–
|
$
|
76
|
$
|
753
|
||||||||||
Operating loss
|
(10,062
|
)
|
(419
|
)
|
(3,219
|
)
|
(7,466
|
)
|
(21,166
|
)
|
||||||||||
Year ended December 31, 2018
|
||||||||||||||||||||
Revenues
|
$
|
1,641
|
$
|
106
|
$
|
–
|
$
|
0
|
$
|
1,747
|
||||||||||
Operating loss
|
(7,674
|
)
|
(456
|
)
|
(1,608
|
)
|
(10,251
|
)
|
(19,989
|
)
|
||||||||||
Year ended December 31, 2017
|
||||||||||||||||||||
Revenues
|
3,247
|
134
|
–
|
3,381
|
3,381
|
|||||||||||||||
Operating loss
|
(8,347
|
)
|
(344
|
)
|
(502
|
)
|
(12,754
|
)
|
(21,947
|
)
|
2017
|
2018
|
2019
|
||||||||||
|
(U.S. dollars, in thousands)
|
|||||||||||
Consolidated Statements of Comprehensive loss:
|
||||||||||||
Total Revenues
|
$
|
3,381
|
$
|
1,747
|
$
|
753
|
||||||
Cost of revenues
|
2,845
|
1,452
|
334
|
|||||||||
Gross profit
|
536
|
295
|
419
|
|||||||||
Operating Expenses:
|
||||||||||||
Research and development, net
|
16,987
|
14,686
|
15,791
|
|||||||||
Business development
|
1,686
|
2,084
|
2,029
|
|||||||||
General and administrative
|
3,810
|
3,514
|
3,765
|
|||||||||
Total operating expenses
|
22,483
|
20,284
|
21,585
|
|||||||||
Operating loss
|
(21,947
|
)
|
(19,989
|
)
|
(21,166
|
)
|
||||||
Financing income
|
2,125
|
1,413
|
2,630
|
|||||||||
Financing expenses
|
(1,005
|
)
|
(2,206
|
)
|
(555
|
)
|
||||||
Loss before taxes on income
|
(20,827
|
)
|
(20,782
|
)
|
(19,091
|
)
|
||||||
Taxes on income
|
11
|
30
|
24
|
|||||||||
Loss
|
$
|
(20,838
|
)
|
$
|
(20,812
|
)
|
$
|
(19,115
|
)
|
|
◾ |
amortization over an eight-year period of the cost of purchased know-how and patents and rights to use a patent and know-how which are used for the development or advancement of the Industrial Enterprise, commencing in the year in
which such rights were first exercised;
|
|
◾ |
under limited conditions, an election to file consolidated tax returns together with Israeli Industrial Companies controlled by it; and
|
|
◾ |
expenses related to a public offering are deductible in equal amounts over a three-year period, commencing in the year of the offering.
|
2017
|
2018
|
2019
|
||||||||||
(U.S. dollars, in thousands)
|
||||||||||||
Net cash used in operating activities
|
$
|
(15,929
|
)
|
$
|
(15,161
|
)
|
$
|
(17,666
|
)
|
|||
Net cash provided by investing activities
|
15,245
|
17,353
|
37,139
|
|||||||||
Net cash provided by financing activities
|
814
|
297
|
9,306
|
|||||||||
Exchange rate differences - cash and cash equivalents
|
69
|
(114
|
)
|
159
|
||||||||
Net increase (decrease) in cash and cash equivalents
|
$
|
199
|
$
|
2,375
|
$
|
28,938
|
Less than 1 year
|
1-3 years
|
3-5 years
|
More than 5 years
|
Total
|
||||||||||||||||
(in thousands, unaudited)
|
||||||||||||||||||||
Trade payables
|
$
|
1,001
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
1,001
|
||||||||||
Employees and payroll accruals
|
2,071
|
-
|
- -
|
- -
|
2,071
|
|||||||||||||||
Other payables(1)
|
1,339
|
-
|
-
|
-
|
1,339
|
|||||||||||||||
Liabilities in respect of government grants (undiscounted)(2)
|
37
|
303
|
985
|
2,474
|
3,799
|
|||||||||||||||
Non-cancellable operating leases (undiscounted) (3)
|
895
|
1,350
|
1,165
|
229
|
3,639
|
|||||||||||||||
Total
|
$
|
5,343
|
$
|
1,653
|
$
|
2,150
|
$
|
2,703
|
$
|
11,849
|
|
(1) |
Consists of accrued expenses to be paid to suppliers and subcontractors, mainly for work related to our research and development activities.
|
|
(2) |
Consists of the projected repayments of government grants that partly fund our research and development activities.
|
|
(3) |
Consists of non-cancellable operating leases of our offices, laboratory facilities, greenhouses and motor vehicles.
|
Name
|
Age
|
Position
|
||
Executive officers
|
||||
Mr. Ofer Haviv
|
53
|
President and Chief Executive Officer
|
||
Mr. Ido Dor
|
44
|
Chief Executive Officer of Lavie Bio Ltd.
|
||
Dr. Eyal Emmanuel
|
46
|
Chief Scientific Officer
|
||
Dr. Elran Haber
|
39
|
Chief Executive Officer of Biomica Ltd.
|
||
Dr. Arnon Heyman
|
43
|
Chief Executive Officer of Canonic Ltd.
|
||
Mr. Mark Kapel
|
43
|
Executive Vice President Technology
|
||
Mr. Eran Kosover
|
43
|
Chief Executive Officer of AgPlenus Ltd.
|
||
Ms. Dorit Kreiner
|
48
|
Chief Financial Officer
|
||
Directors
|
||||
Mr. Martin S. Gerstel(3)(4)
|
78
|
Chairman of the Board
|
||
Ms. Sarit Firon(1)(2)(4)
|
53
|
Director
|
||
Mr. Ziv Kop(1)(2)(3)(4)
|
49
|
Director
|
||
Dr. Adrian Percy(4)
|
54
|
Director
|
||
Mr. Leon Y. Recanati(3)(4)
|
71
|
Director
|
||
Dr. Oded Shoseyov(1)(2)(4)
|
53
|
Director
|
|
(1) |
Member of our Audit Committee.
|
|
(2) |
Member of our Compensation and Nominating Committee.
|
|
(3) |
Member of our Corporate Development Committee.
|
|
(4) |
Independent director under the Nasdaq Listing Rules.
|
(in thousands, US$)(1)
|
||||||||||||||||
Name and Position
|
Salary and related benefits
|
Bonus(2)
|
Value of Options Granted(3)
|
Total
|
||||||||||||
Ofer Haviv
President and Chief Executive Officer
|
366
|
76
|
96
|
538
|
||||||||||||
Eran Kosover
CEO AgPlenus
|
208
|
-
|
370
|
578
|
||||||||||||
Ido Dor
CEO Lavie Bio
|
209
|
48
|
404
|
661
|
||||||||||||
Mark Kapel
EVP Technology
|
199
|
35
|
51
|
285
|
||||||||||||
Dorit Kreiner
Chief Financial Officer
|
201
|
31
|
45
|
277
|
|
(1) |
All amounts reported in the table are in terms of cost to the Company, as recorded in our financial statements.
|
|
(2) |
Bonus amounts shown in this table reflect bonuses that were paid in 2020 relating to the officers’ service in our company in 2019, as approved by our compensation and nominating committee and board of directors, and, with respect to
our Chief Executive Officer, also by our shareholders.
|
|
(3) |
Consists of amounts recognized as non-cash expenses in our statement of profit or loss for the year ended December 31, 2019 in respect of option grants. Some of our executive officers were granted options to purchase equity of our
subsidiaries for which they serve as officers, for which the related expenses were recorded in our statement of profit or loss.
|
|
◾ |
Annual fees in an amount of approximately $17,950 for directors not classified as experts and approximately $24,000 for directors classified as experts; and
|
|
◾ |
Per-meeting fees in an amount of approximately $950 for directors not classified as experts and approximately $1,250 for directors classified as experts; 60% of such amounts for participation in meetings via phone and 50% of such
amounts for resolutions adopted in writing.
|
Subsidiary
|
Percentage of Subsidiary's Equity Issuable as Equity Incentives
|
Percentage of Equity Granted to Date as Equity Incentives
|
||||||
AgPlenus
|
9.1
|
%
|
5.6
|
%
|
||||
Biomica
|
24.5
|
%
|
17.2
|
%
|
||||
Casterra
|
8
|
%
|
3.9
|
%
|
||||
Canonic
|
9.1
|
%
|
–
|
|||||
Lavie Bio
|
10
|
%
|
7.8
|
%
|
|
◾ |
such majority includes at least 2/3 of the shares held by all shareholders who are not controlling shareholders and do not have a personal interest in such appointment, present and voting at such meeting; or
|
|
◾ |
the total number of shares of non-controlling shareholders who do not have a personal interest in such appointment voting against such appointment does not exceed two percent of the aggregate voting rights in the company.
|
|
◾ |
retaining and terminating the services of our independent auditors, subject to the approval of the board of directors and shareholders;
|
|
◾ |
pre-approval of audit and non-audit services to be provided by the independent auditors;
|
|
◾ |
reviewing with management and our independent directors our financial reports prior to their submission to the SEC; and
|
|
◾ |
approval of certain transactions with office holders and other related-party transactions.
|
|
◾ |
reviewing and recommending an overall compensation policy with respect to our Chief Executive Officer and other executive officers, as described above under “Item 6. Directors, Senior Management and Employees—B. Compensation—
Compensation Policy”;
|
|
◾ |
reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer and other executive officers, including evaluating their performance in light of such goals and objectives;
|
|
◾ |
reviewing and approving the granting of options and other incentive awards;
|
|
◾ |
reviewing, evaluating and making recommendations regarding the compensation and benefits for our non-employee directors; and
|
|
◾ |
advising our board of directors in selecting individuals who are best able to fulfill the responsibilities of a director or executive officer of our company.
|
|
◾ |
at least a majority of the voting rights in the company held by non-controlling shareholders who have no conflict of interest (referred to under the Companies Law as a “personal interest”) in the transaction or arrangement and who are
present and voting (in person or by proxy) at the general meeting, must be voted in favor of approving the transaction or arrangement (for this purpose, abstentions are disregarded); or
|
|
◾ |
the voting rights held by non-controlling, non-conflicted shareholders (as described in the previous bullet point) who are present and voting (in person or by proxy) at the general meeting, and who vote against the transaction, do not
exceed two percent of the voting rights in the company.
|
|
(i) |
financial liability imposed on him or her in favor of another person pursuant to a judgment, settlement or arbitrator’s award approved by a court. However, if an undertaking to indemnify an office holder with respect to such liability
is provided in advance, then such an undertaking must be limited to events which, in the opinion of the board of directors, can be foreseen based on the company’s activities when the undertaking to indemnify is given, and to an amount or
according to criteria determined by the board of directors as reasonable under the circumstances, and such undertaking shall detail the abovementioned events and amount or criteria;
|
|
(ii) |
reasonable litigation expenses, including attorneys’ fees, incurred by the office holder as a result of an investigation or proceeding instituted against him or her by an authority authorized to conduct such investigation or
proceeding, provided that (i) no indictment was filed against such office holder as a result of such investigation or proceeding; and (ii) no financial liability, such as a criminal penalty, was imposed upon him or her as a substitute for
the criminal proceeding as a result of such investigation or proceeding or, if such financial liability was imposed, it was imposed with respect to an offense that does not require proof of criminal intent; and
|
|
(iii) |
reasonable litigation expenses, including attorneys’ fees, incurred by the office holder or imposed by a court in proceedings instituted against him or her by the company, on its behalf or by a third party or in connection with
criminal proceedings in which the office holder was acquitted or as a result of a conviction for an offense that does not require proof of criminal intent.
|
As of December 31, 2019
|
||||||||||||
Israel (Evogene Ltd.)
|
U.S. (Lavie Bio Inc.)
|
Total
|
||||||||||
Executive Management
|
4
|
-
|
4
|
|||||||||
Lavie Bio Ltd.
|
15
|
-
|
15
|
|||||||||
AgPlenus Ltd.
|
16
|
-
|
16
|
|||||||||
Ag-Seeds division
|
5
|
-
|
5
|
|||||||||
Casterra Ag Ltd.
|
2
|
-
|
2
|
|||||||||
Biomica Ltd.
|
7
|
-
|
7
|
|||||||||
Canonic Ltd.
|
4
|
-
|
4
|
|||||||||
Technology Platform
|
57
|
4
|
61
|
|||||||||
General and administrative
|
25
|
-
|
25
|
|||||||||
Total
|
139
|
4
|
143
|
Shares Beneficially Held
|
||||||||
Name of Beneficial Owner
|
Number
|
Percentage of Class
|
||||||
Principal Shareholders
|
||||||||
Entities affiliated with Waddell & Reed Financial, Inc. (1)
|
2,757,203
|
10.7
|
%
|
|||||
Entities affiliated with The Phoenix Holdings Ltd. (2)
|
1,952,389
|
7.6
|
%
|
|||||
Entities affiliated with Senvest Management, LLC (3)
|
2,179,092
|
8.5
|
%
|
|||||
Monsanto Company (4)
|
1,636,364
|
6.4
|
%
|
|||||
Entities affiliated with UBS Group AG (5)
|
1,369,829
|
5.3
|
%
|
|||||
Executive Officers and Directors
|
||||||||
Ofer Haviv
|
739,682
|
(6)
|
2.8
|
%
|
||||
Ido Dor
|
239,875
|
(7)
|
*
|
|||||
Dr. Eyal Emmanuel
|
39,378
|
(8)
|
*
|
|||||
Dr. Elran Haber
|
0
|
(9)
|
*
|
|||||
Dr. Arnon Heyman
|
76,433
|
(10)
|
*
|
|||||
Mark Kapel
|
101,136
|
(11)
|
*
|
|||||
Eran Kosover
|
222,500
|
(12)
|
*
|
|||||
Dorit Kreiner
|
36,185
|
(13)
|
*
|
|||||
Martin S. Gerstel
|
671,506
|
(14)
|
2.6
|
%
|
||||
Sarit Firon
|
9,375
|
(15)
|
*
|
|||||
Ziv Kop
|
15,625
|
(16)
|
*
|
|||||
Dr. Adrian Percy
|
3,125
|
(17)
|
*
|
|||||
Leon Y. Recanati
|
1,006,360
|
(18)
|
3.9
|
%
|
||||
Dr. Oded Shoseyov
|
3,750
|
(19)
|
*
|
|||||
All directors and executive officers as a group (14 persons)
|
3,164,930
|
11.6
|
%
|
|
* |
Less than 1%.
|
|
(1) |
This information is based upon a Schedule 13G/A filed jointly with the SEC on February 14, 2020 by (i) Waddell & Reed Financial, Inc., or WDR; and (ii) Ivy Investment Management Company, or IICO, an investment advisory subsidiary
of WDR, each of which reported sole voting and dispositive power with regard to all 2,757,203 shares. According to this Schedule 13G/A, the investment advisory contracts grant IICO investment power over securities owned by their advisory
clients and the investment sub-advisory contracts grant IICO investment power over securities owned by their sub-advisory clients and, in most cases, voting power. Any investment restriction of a sub-advisory contract does not restrict
investment discretion or power in a material manner. Therefore, IICO may be deemed the beneficial owner of the securities under Rule 13d-3 of the Exchange Act. These ordinary shares are held by WDR and IICO. The principal address for
these entities is 6300 Lamar Avenue, Overland Park, KS 66202.
|
|
(2) |
This information is based upon a Schedule 13G/A filed jointly with the SEC on February 18, 2020 by (i) Itzhak Sharon (Tshuva); (ii) Delek Group Ltd. and (iii) The Phoenix Holdings Ltd. According to this Schedule 13G/A, 1,952,389
ordinary shares are held by various direct or indirect, majority or wholly-owned subsidiaries of The Phoenix Holdings Ltd. (referred to as the Subsidiaries), and only The Phoenix Holdings Ltd. may be deemed to possess shared voting and
dispositive power with regard to such ordinary shares. The Subsidiaries manage their own funds and/or the funds of others, including for holders of exchange-traded notes or various insurance policies, members of pension or provident
funds, unit holders of mutual funds, and portfolio management clients. Each of the Subsidiaries operates under independent management and makes its own independent voting and investment decisions. According to the Schedule 13G/A, the
Phoenix Holdings Ltd. is no longer controlled by the Delek Group Ltd. or by Itzhak Sharon (Tshuva). The principal address of the Phoenix Holding Ltd. is 53 Derech Hashalom, Givataim, 53454, Israel.
|
|
(3) |
This information is based upon a Schedule 13G/A filed jointly with the SEC on February 7, 2020 by (i) Senvest Management LLC. and (ii) Richard Mashaal. According to this Schedule 13G/A, all 2,179,092 reported ordinary shares are held
in the accounts of Senvest Master Fund, LP and Senvest Technology Partners Master Fund, LP (collectively, the “Investment Vehicles”). Senvest Management, LLC may be deemed to beneficially own the securities held by the Investment Vehicles
by virtue of Senvest Management, LLC's position as investment manager of each of the Investment Vehicles. Mr. Mashaal may be deemed to beneficially own the securities held by the Investment Vehicles by virtue of Mr. Mashaal's status as
the managing member of Senvest Management, LLC. The principal address of Senvest Management, LLC is 540 Madison Avenue, 32nd Floor New York, New York 10022. The address of Mr. Richard Mashaal is c/o Senvest Management, LLC 540
Madison Avenue, 32nd Floor New York, New York 10022.
|
|
(4) |
This information is based upon a Schedule 13G/A filed by Monsanto Company with the SEC on February 12, 2016. Monsanto Company is a Delaware corporation and is listed on the NYSE and possesses sole voting and dispositive power over
these ordinary shares. The principal address for Monsanto Company is 800 North Lindbergh Boulevard, St. Louis, Missouri 63167, USA.
|
|
(5) |
This information is based upon a Schedule 13G/A filed with the SEC on February 11, 2020 by UBS Group AG, or UBS. UBS is a Swiss corporation and a bank, as defined under Section 3(a)(6) of the Exchange Act, and shares voting and
dispositive investment power over these ordinary shares with its wholly-owned subsidiaries, UBS Europe SE., UBS Securities LLC and UBS AG London Branch. The principal address of UBS is Bahnhofstrasse 45, PO Box CH-8021 Zurich,
Switzerland.
|
|
(6) |
Consists of 739,682 ordinary shares issuable upon exercise of options that are currently exercisable or exercisable within 60 days of April 20, 2020, of which options to purchase the following number of shares expire on the following
dates, respectively: 200,000 on June 19, 2020, 215,000 on July 17, 2023, 170,000 on March 22, 2025, and 154,682 on August 8, 2027. The weighted average exercise price of these options is NIS 34.77.
|
|
(7) |
Ido Dor serves as the CEO of our subsidiary company Lavie Bio, and as such, he holds options to purchase shares of Lavie Bio. In addition, Mr. Dor also holds options to purchase 239,875 ordinary shares of Evogene issuable upon exercise
of options that are currently exercisable or exercisable within 60 days of April 20, 2020, of which options to purchase the following number of shares expire on the following dates, respectively: 21,875 on September 21, 2021, 7,500 on
July 15, 2023, 25,000 on November 9, 2024, 23,000 ordinary on March 22, 2025, 80,000 on November 17, 2025, and 82,500 on August 8, 2027. The weighted average exercise price of these options is NIS 29.42.
|
|
(8) |
Consists of 39,378 ordinary shares issuable upon exercise of options that are currently exercisable or exercisable within 60 days of April 20, 2020, of which options to purchase the following number of shares expire on the following
dates, respectively: 19,689 on November 13, 2028, and 19,689 on December 23, 2028. The weighted average exercise price of these options is NIS 10.16.
|
|
(9) |
Elran Haber serves as the CEO of our subsidiary company Biomica, and as such, he holds options to purchase shares of Biomica rather than our company itself. For a description of our subsidiaries’ equity incentive plans, please see Item
6 “Directors, Senior Management and Employees—B. Compensation—Share Option and Incentive Plans—Subsidiary Equity Incentive Plans”.
|
|
(10) |
Arnon Hayman serves as the CEO of our subsidiary company Canonic Ltd. Dr. Hayman holds options to purchase 76,433 ordinary shares of Evogene issuable upon exercise of options that are currently exercisable or exercisable within 60 days
of April 20, 2020, of which options to purchase the following number of shares expire on the following dates, respectively: 10,000 on November 9, 2024, 18,000 on May 18, 2026, 34,375 on August 8, 2027, and 14,058 on February 26, 2028. The
weighted average exercise price of these options is NIS 22.98.
|
|
(11) |
Consists of 101,136 ordinary shares issuable upon exercise of options that are currently exercisable or exercisable within 60 days of April 20, 2020, of which options to purchase the following number of shares expire on the following
dates, respectively: 10,000 on June 19, 2020, 13,500 on July 15, 2023, 12,000 on March 22, 2025, 15,950 on August 8, 2027, 33,750 on February 26, 2028, 9,375 on February 5, 2029 and 6,561 on July 30, 2029. The weighted average exercise
price of these options is NIS 21.95.
|
|
(12) |
Eran Kosover serves as the CEO of our subsidiary company AgPlenus Ltd., and as such, he holds options to purchase shares of AgPlenus Ltd. In addition, Mr. Kosover also holds options to purchase 222,500 ordinary shares of Evogene
issuable upon exercise of options that are currently exercisable or exercisable within 60 days of April 20, 2020, of which options to purchase the following number of shares expire on the following dates, respectively: 25,000 on May 7,
2024, 25,000 on November 11, 2024, 10,000 on March 22, 2025, 80,000 on November 17, 2025, and 82,500 on August 8, 2027. The weighted average exercise price of these options is NIS 32.41.
|
|
(13) |
Includes of 34,685 ordinary shares issuable upon exercise of options that are currently exercisable or exercisable within 60 days of April 20, 2020, of which options to purchase the following number of shares expire on the following
dates, respectively: 13,124 on February 4, 2029, and 21,561 on July 30, 2029. The weighted average exercise price of these options is NIS 6.80. Also includes 1,500 ordinary shares held by a trustee in favor of Ms. Kreiner.
|
|
(14) |
Includes 636,506 ordinary shares, consisting of: (a) 37,500 ordinary shares held by a trustee in favor of Mr. Gerstel; (b) 383,815 ordinary shares held by Martin Gerstel; and (c) 215,191 ordinary shares held by Shomar Corporation with
respect to which Martin Gerstel and his wife Mrs. Shoshana Gerstel possess voting and investment power. Also includes 35,000 ordinary shares issuable upon exercise of options that are currently exercisable or exercisable within 60 days of
April 20, 2020, of which options to purchase the following number of shares expire on the following dates, respectively: 5,000 on June 11, 2020, 5,000 on September 17, 2021, 5,000 on November 10, 2022, 5,000 on September 14, 2023, 5,000
on August 16, 2024, 5,000 on July 2, 2025, and 5,000 on May 18, 2026. The weighted average exercise price of these options is NIS 38.03.
|
|
(15) |
Consists of 9,375 ordinary shares issuable upon exercise of options that are currently exercisable or exercisable within 60 days of April 20, 2020, which expire on August 10, 2026. The weighted average exercise price of these options
is NIS 26.89.
|
|
(16) |
Consists of 15,625 ordinary shares issuable upon exercise of options that are currently exercisable or exercisable within 60 days of April 20, 2020, of which options to purchase the following number of shares expire on the following
dates, respectively: 10,000 on March 20, 2024, 2,500 on March 22, 2025, 2,500 on February 28, 2026, and 625 on January 12, 2027. The weighted average exercise price of these options is NIS 57.76.
|
|
(17) |
Consists of 3,125 ordinary shares issuable upon exercise of options that are currently exercisable or exercisable within 60 days of April 20, 2020, which expire on December 23, 2028. The weighted average exercise price of these options
is USD $2.56.
|
|
(18) |
Includes 988,860 ordinary shares held by Mr. Recanati. Also includes 17,500 ordinary shares issuable upon exercise of options that are currently exercisable or exercisable within 60 days of April 20, 2020, of which options to purchase
the following number of shares expire on the following dates, respectively: 2,500 on June 11, 2020, 2,500 on September 17, 2021, 2,500 on June 11, 2022, 2,500 on September 15, 2023, 2,500 on August 17, 2024, 2,500 on July 2, 2025, and
2,500 on May 18, 2026. The weighted average exercise price of these options is NIS 38.03.
|
|
(19) |
Consists of 3,750 ordinary shares issuable upon exercise of options that are currently exercisable or exercisable within 60 days of April 20, 2020, which expire on November 13, 2028. The weighted average exercise price of these options
is NIS 10.67.
|
|
◾ |
banks, financial institutions or insurance companies;
|
|
◾ |
real estate investment trusts, regulated investment companies or grantor trusts;
|
|
◾ |
dealers or traders in securities, commodities or currencies;
|
|
◾ |
tax-exempt entities;
|
|
◾ |
certain former citizens or long-term residents of the United States;
|
|
◾ |
persons that received our shares as compensation for the performance of services;
|
|
◾ |
persons that will hold our shares as part of a “hedging,” “integrated” or “conversion” transaction or as a position in a “straddle” for United States federal income tax purposes;
|
|
◾ |
partnerships (including entities classified as partnerships for United States federal income tax purposes) or other pass-through entities, or holders that will hold our shares through such an entity;
|
|
◾ |
persons subject to special tax accounting rules as a result of any item of gross income with respect to the ordinary shares being taken into account in an “applicable financial statement” pursuant to Section 451(b) of the Code (as
defined below);
|
|
◾ |
U.S. Holders (as defined below) whose “functional currency” is not the U.S. dollar; or
|
|
◾ |
holders that own directly, indirectly or through attribution 10.0% or more of the voting power or value of our shares.
|
|
◾ |
a citizen or resident of the United States;
|
|
◾ |
a corporation (or other entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States or any state thereof, including the District of Columbia;
|
|
◾ |
an estate the income of which is subject to United States federal income taxation regardless of its source; or
|
|
◾ |
a trust if such trust has validly elected to be treated as a United States person for United States federal income tax purposes or if (1) a court within the United States is able to exercise primary supervision over its administration
and (2) one or more United States persons have the authority to control all of the substantial decisions of such trust.
|
|
◾ |
at least 75% of its gross income is “passive income”; or
|
|
◾ |
at least 50% of the average quarterly value of its gross assets (which may be determined in part by the market value of our ordinary shares, which is subject to change) is attributable to assets that produce “passive income” or are
held for the production of passive income.
|
Period
|
Depreciation (Appreciation) of the NIS against the U.S. dollar (%) Based on Average of
Daily Exchange Rates Throughout Year Compared to Previous Year
|
|
2019
|
(7.7)
|
|
2018
|
(0.1)
|
|
2017
|
(6.3)
|
|
2016
|
(1.1)
|
|
2015
|
8.6
|
|
(a) |
Disclosure Controls and Procedures
|
|
(b) |
Management’s Annual Report on Internal Control Over Financial Reporting
|
|
(c) |
Attestation Report of Registered Public Accounting Firm
|
|
(d) |
Changes in internal control over financial reporting
|
2018
|
2019
|
|||||||
Audit Fees
|
$
|
155,000
|
$
|
130,000
|
||||
Audit-Related Fees
|
-
|
5,000
|
||||||
Tax Fees
|
23,000
|
14,000
|
||||||
All Other Fees
|
-
|
-
|
||||||
Total
|
$
|
178,000
|
$
|
149,000
|
|
◾ |
Quorum. As permitted under the Companies Law, pursuant to our articles of association, the quorum required for an ordinary meeting of shareholders consists of at least two shareholders present
in person, by proxy or by other voting instrument in accordance with the Companies Law, who hold at least 25% of the voting power of our shares (and in an adjourned meeting, with some exceptions, at least two shareholders), instead of 33
1/3% of the issued share capital, as required under the Nasdaq Listing Rules.
|
|
◾ |
Executive sessions of independent directors. Israeli law does not require executive sessions of independent directors. Although all of our current directors are “independent directors” under the
applicable Nasdaq criteria, we do not intend to comply with this requirement if we have directors who are not independent.
|
|
◾ |
Shareholder approval. We seek shareholder approval for all corporate actions requiring such approval under the Companies Law, which include (i) transactions with directors concerning the terms
of their service or indemnification, exemption and insurance for their service (or for any other position that they may hold at our company), (ii) transactions concerning the compensation, indemnification, exculpation and insurance of the
chief executive officer; (iii) the compensation policy recommended by the compensation committee of our board of directors and approved by our board of directors (and any amendments thereto); (iv) extraordinary transactions with, and the
terms of employment or other engagement of, a controlling shareholder (if and when this becomes relevant to our company), (v) amendments to our articles of association, and (vi) certain non-public issuances of securities. In addition,
under the Companies Law, a merger requires approval of the shareholders of each of the merging companies. We are not required, however, to seek shareholder approval for any of the following events described in the Nasdaq Listing Rules:
|
ANNUAL REPORT ON FORM 20-F
INDEX OF EXHIBITS
|
||
Exhibit No.
|
Description
|
|
1.1
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
* |
Portions of this exhibit have been omitted in accordance with the rules of the SEC.
|
Evogene Ltd.
|
||
Date: April 27, 2020
|
By: /s/ Ofer Haviv
Name: Ofer Haviv Title: President and Chief Executive Officer |
Page
|
|
F-2
|
|
F-3
|
|
F-4
|
|
F-5
|
|
F-6 - F-7
|
|
F-8 - F-42
|
Kost Forer Gabbay & Kasierer
144 Menachem Begin Road, Building A
Tel-Aviv 6492102, Israel
|
Tel: +972-3-6232525
Fax: +972-3-5622555
ey.com
|
December 31,
|
||||||||||||
Note
|
2019
|
2018
|
||||||||||
CURRENT ASSETS:
|
||||||||||||
Cash and cash equivalents
|
6
|
$
|
34,748
|
$
|
5,810
|
|||||||
Marketable securities
|
7
|
2,128
|
26,065
|
|||||||||
Short-term bank deposits
|
10,000
|
22,592
|
||||||||||
Trade receivables
|
72
|
160
|
||||||||||
Other receivables and prepaid expenses
|
8
|
2,079
|
861
|
|||||||||
49,027
|
55,488
|
|||||||||||
LONG-TERM ASSETS:
|
||||||||||||
Long-term deposits
|
9
|
19
|
||||||||||
Operating lease right-of-use-assets
|
9
|
2,671
|
-
|
|||||||||
Property, plant and equipment, net
|
10
|
2,583
|
3,187
|
|||||||||
Intangible assets, net
|
11
|
17,074
|
-
|
|||||||||
22,337
|
3,206
|
|||||||||||
$
|
71,364
|
$
|
58,694
|
|||||||||
CURRENT LIABILITIES:
|
||||||||||||
Trade payables
|
$
|
1,001
|
$
|
1,015
|
||||||||
Employees and payroll accruals
|
2,071
|
2,081
|
||||||||||
Operating lease liability
|
895
|
-
|
||||||||||
Liabilities in respect of government grants
|
12
|
37
|
988
|
|||||||||
Deferred revenues and other advances
|
5
|
386
|
412
|
|||||||||
Other payables
|
1,339
|
935
|
||||||||||
5,729
|
5,431
|
|||||||||||
LONG-TERM LIABILITIES:
|
||||||||||||
Operating lease liability
|
2,076
|
-
|
||||||||||
Liabilities in respect of government grants
|
12
|
3,325
|
2,898
|
|||||||||
Deferred revenues and other advances
|
5
|
9
|
28
|
|||||||||
Severance pay liability, net
|
14
|
8
|
31
|
|||||||||
5,418
|
2,957
|
|||||||||||
SHAREHOLDERS' EQUITY:
|
16
|
|||||||||||
Ordinary shares of NIS 0.02 par value:
Authorized − 150,000,000 ordinary shares; Issued and outstanding – 25,754,297 shares at December 31, 2019 and 2018, respectively
|
142
|
142
|
||||||||||
Share premium and other capital reserves
|
205,904
|
187,701
|
||||||||||
Accumulated deficit
|
(155,902
|
)
|
(137,790
|
)
|
||||||||
Equity attributable to equity holders of the Company
|
50,144
|
50,053
|
||||||||||
Non-controlling interests
|
10,073
|
253
|
||||||||||
Total equity
|
60,217
|
50,306
|
||||||||||
$
|
71,364
|
$
|
58,694
|
Year ended December 31,
|
||||||||||||||||
Note
|
2019
|
2018
|
2017
|
|||||||||||||
Revenues
|
$
|
753
|
$
|
1,747
|
$
|
3,381
|
||||||||||
Cost of revenues
|
18a
|
|
334
|
1,452
|
2,845
|
|||||||||||
Gross profit
|
419
|
295
|
536
|
|||||||||||||
Operating expenses:
|
||||||||||||||||
Research and development, net
|
18b
|
|
15,791
|
14,686
|
16,987
|
|||||||||||
Business development
|
18c
|
|
2,029
|
2,084
|
1,686
|
|||||||||||
General and administrative
|
18d
|
|
3,765
|
3,514
|
3,810
|
|||||||||||
Total operating expenses
|
21,585
|
20,284
|
22,483
|
|||||||||||||
Operating loss
|
(21,166
|
)
|
(19,989
|
)
|
(21,947
|
)
|
||||||||||
Financing income
|
18e
|
|
2,630
|
1,413
|
2,125
|
|||||||||||
Financing expenses
|
18e
|
|
(555
|
)
|
(2,206
|
)
|
(1,005
|
)
|
||||||||
Financing income (expenses), net
|
2,075
|
(793
|
)
|
1,120
|
||||||||||||
Loss before taxes on income
|
(19,091
|
)
|
(20,782
|
)
|
(20,827
|
)
|
||||||||||
Taxes on income
|
24
|
30
|
11
|
|||||||||||||
Loss
|
$
|
(19,115
|
)
|
$
|
(20,812
|
)
|
$
|
(20,838
|
)
|
|||||||
Attributable to:
|
||||||||||||||||
Equity holders of the Company
|
(18,112
|
)
|
(20,758
|
)
|
(20,838
|
)
|
||||||||||
Non-controlling interests
|
(1,003
|
)
|
(54
|
)
|
-
|
|||||||||||
$
|
(19,115
|
)
|
$
|
(20,812
|
)
|
$
|
(20,838
|
)
|
||||||||
Basic and diluted loss per share, attributable to equity holders of the Company
|
19
|
$
|
(0.70
|
)
|
$
|
(0.81
|
)
|
$
|
(0.81
|
)
|
||||||
Weighted average number of shares used in computing basic and diluted loss per share
|
25,754,297
|
25,753,411
|
25,673,276
|
Attributable to equity holders of the Company
|
||||||||||||||||||||||||
Share
capital
|
Share premium and other capital reserves
|
Accumulated deficit
|
Total
|
Non-controlling interests
|
Total equity
|
|||||||||||||||||||
Balance as of January 1, 2017
|
$
|
141
|
$
|
183,342
|
$
|
(96,194
|
)
|
$
|
87,289
|
$
|
-
|
$
|
87,289
|
|||||||||||
Loss
|
-
|
-
|
(20,838
|
)
|
(20,838
|
)
|
-
|
(20,838
|
)
|
|||||||||||||||
Exercise of options
|
1
|
682
|
-
|
683
|
-
|
683
|
||||||||||||||||||
Share-based compensation
|
-
|
2,244
|
-
|
2,244
|
-
|
2,244
|
||||||||||||||||||
Balance as of December 31, 2017
|
$
|
142
|
$
|
186,268
|
$
|
(117,032
|
)
|
$
|
69,378
|
$
|
-
|
$
|
69,378
|
|||||||||||
Loss
|
-
|
-
|
(20,758
|
)
|
(20,758
|
)
|
(54
|
)
|
(20,812
|
)
|
||||||||||||||
Exercise of options
|
*)-
|
|
9
|
-
|
9
|
-
|
9
|
|||||||||||||||||
Share-based compensation
|
-
|
1,424
|
-
|
1,424
|
307
|
1,731
|
||||||||||||||||||
Balance as of December 31, 2018
|
$
|
142
|
$
|
187,701
|
$
|
(137,790
|
)
|
$
|
50,053
|
$
|
253
|
$
|
50,306
|
|||||||||||
Loss
|
-
|
-
|
(18,112
|
)
|
(18,112
|
)
|
(1,003
|
)
|
(19,115
|
)
|
||||||||||||||
Issuance of subsidiary's ordinary shares to non-controlling interests
|
-
|
17,406
|
-
|
17,406
|
10,042
|
27,448
|
||||||||||||||||||
Benefit to non-controlling interests regarding share-based compensation
|
-
|
(17
|
)
|
-
|
(17
|
)
|
17
|
-
|
||||||||||||||||
Share-based compensation
|
-
|
814
|
-
|
814
|
764
|
1,578
|
||||||||||||||||||
Balance as of December 31, 2019
|
$
|
142
|
$
|
205,904
|
$
|
(155,902
|
)
|
$
|
50,144
|
$
|
10,073
|
$
|
60,217
|
Year ended
December 31,
|
||||||||||||
2019
|
2018
|
2017
|
||||||||||
Cash flows from operating activities:
|
||||||||||||
Loss
|
$
|
(19,115
|
)
|
$
|
(20,812
|
)
|
$
|
(20,838
|
)
|
|||
Adjustments to reconcile loss to net cash used in operating activities:
|
||||||||||||
Adjustments to the profit or loss items:
|
||||||||||||
Depreciation
|
2,395
|
2,020
|
2,145
|
|||||||||
Amortization of intangible assets
|
374
|
-
|
-
|
|||||||||
Share-based compensation
|
1,578
|
1,731
|
2,244
|
|||||||||
Net financing expenses (income)
|
(2,414
|
)
|
694
|
(1,454
|
)
|
|||||||
Loss from deduction of property, plant and equipment
|
12
|
-
|
-
|
|||||||||
Taxes on income
|
24
|
30
|
11
|
|||||||||
1,969
|
4,475
|
2,946
|
||||||||||
Changes in asset and liability items:
|
||||||||||||
Decrease (increase) in trade receivables
|
88
|
(28
|
)
|
37
|
||||||||
Decrease (increase) in other receivables
|
(1,250
|
)
|
95
|
221
|
||||||||
Increase in long term deposits
|
(10
|
)
|
-
|
(6
|
)
|
|||||||
Decrease in trade payables
|
(122
|
)
|
(114
|
)
|
(86
|
)
|
||||||
Decrease in severance pay liability, net
|
(23
|
)
|
-
|
-
|
||||||||
Decrease in employees and payroll accruals
|
(10
|
)
|
(132
|
)
|
(7
|
)
|
||||||
Increase in other payables
|
375
|
183
|
145
|
|||||||||
Decrease in deferred revenues and other advances
|
(45
|
)
|
(165
|
)
|
(500
|
)
|
||||||
(997
|
)
|
(161
|
)
|
(196
|
)
|
|||||||
Cash received (paid) during the year for:
|
||||||||||||
Interest received
|
803
|
1,360
|
2,173
|
|||||||||
Interest paid
|
(302
|
)
|
-
|
-
|
||||||||
Taxes paid
|
(24
|
)
|
(23
|
)
|
(14
|
)
|
||||||
Net cash used in operating activities
|
$
|
(17,666
|
)
|
$
|
(15,161
|
)
|
$
|
(15,929
|
)
|
Year ended
December 31,
|
||||||||||||
2019
|
2018
|
2017
|
||||||||||
Cash flows from investing activities:
|
||||||||||||
Purchase of property, plant and equipment
|
$
|
(900
|
)
|
$
|
(374
|
)
|
$
|
(590
|
)
|
|||
Proceeds from sale of marketable securities
|
27,084
|
63,639
|
22,737
|
|||||||||
Purchase of marketable securities
|
(1,637
|
)
|
(31,700
|
)
|
(11,659
|
)
|
||||||
Proceeds from (investment in) bank deposits, net
|
12,592
|
(14,212
|
)
|
4,757
|
||||||||
Net cash provided by investing activities
|
37,139
|
17,353
|
15,245
|
|||||||||
Cash flows from financing activities:
|
||||||||||||
Proceeds from exercise of options
|
-
|
9
|
683
|
|||||||||
Repayment of operating lease liability
|
(597
|
)
|
-
|
-
|
||||||||
Issuance of subsidiary's ordinary shares to non-controlling interests
|
10,000
|
-
|
-
|
|||||||||
Proceeds from government grants
|
493
|
354
|
339
|
|||||||||
Repayment of government grants
|
(590
|
)
|
(66
|
)
|
(208
|
)
|
||||||
Net cash provided by financing activities
|
9,306
|
297
|
814
|
|||||||||
Exchange rate differences on cash and cash equivalent balances
|
159
|
(114
|
)
|
69
|
||||||||
Increase in cash and cash equivalents
|
28,938
|
2,375
|
199
|
|||||||||
Cash and cash equivalents at the beginning of the year
|
5,810
|
3,435
|
3,236
|
|||||||||
Cash and cash equivalents at the end of the year
|
$
|
34,748
|
$
|
5,810
|
$
|
3,435
|
||||||
Significant non-cash activities
|
||||||||||||
Acquisition of property, plant and equipment
|
$
|
216
|
$
|
80
|
$
|
39
|
||||||
Increase of operating lease right-of-use-assets
|
$
|
3,437
|
-
|
-
|
||||||||
Acquisition of intangible assets
|
$
|
17,448
|
-
|
-
|
|
a. |
Evogene Ltd. together with its subsidiaries ("the Company" or "Evogene"), is a leading biotechnology company aiming to revolutionize the development of novel products for life-science based industries, including human health,
agriculture, and industrial applications, by utilizing cutting edge computational biology technologies. To achieve this mission, it established the Computational Predictive Biology (“CPB”) platform, leveraging the revolutions in Big
Data and Artificial Intelligence and incorporating a deep understanding of biology. The CPB platform aims to disrupt conventional life-science product development methodology, currently challenged by inefficiencies, by computationally
designing the most relevant core components for life-science products such as microbes, small molecules and genes. This platform is utilized by the Company to discover and develop innovative products in the following areas:
ag-chemicals, ag-biologicals, seed traits, medical cannabis, human microbiome-based therapeutics and integrated castor oil ag-solutions.
|
|
b. |
The Company principally derives its revenues from collaboration arrangements, see Note 5. As to major customers, see Note 20c.
|
|
c. |
The Company has the following subsidiaries: Casterra Ag Ltd. (formerly Evofuel Ltd.), Evogene Inc., Biomica Ltd., AgPlenus Ltd., Lavie Bio Ltd., Canonic Ltd., Lavie Bio Inc., Lavie Tech Inc. and Taxon Biosciences, Inc.
|
|
d. |
On August 6, 2019, Corteva Inc. (“Corteva”) invested in the Company's agriculture biologicals subsidiary, Lavie Bio Ltd., which included a cash investment of $10,000 and the contribution of all shares of Corteva’s wholly owned
subsidiary Taxon Biosciences, Inc. for 27.84% of Lavie Bio Ltd.'s shares. As part of the foregoing transaction, the parties entered into a commercial arrangement, including with respect to the commercialization by Corteva of Lavie Bio
Ltd.’s products, mainly in corn and soybean (See Note 11 and Note 16).
|
|
e. |
The Company’s subsidiaries and divisions are split into three operating segments: (1) Agriculture - Evogene seed traits division, Lavie Bio, Ag Planus; (2) Human - Biomica, Canonic; and (3) Industry - Casterra (see also Note 20).
|
|
f. |
Definitions
|
|
Subsidiary |
- Company that is controlled by the Company (as defined in International Financial Reporting Standards (“IFRS”) 10- Consolidated Financial Statements) and whose accounts are consolidated with those of the Company.
|
|
Related parties |
- As defined in International Accounting Standard (“IAS”) 24- Related Party Disclosures.
|
|
a. |
Basis of presentation of the financial statements:
|
|
c. |
Functional currency, presentation currency and foreign currency:
|
|
1. |
Functional currency and presentation currency:
|
|
2. |
Transactions, assets and liabilities in foreign currency:
|
|
d. |
Cash equivalents:
|
|
e. |
Short-term deposits:
|
|
f. |
Government grants:
|
NOTE 2:- |
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
|
|
g. |
Leases:
|
|
1. |
Right-of-use assets
|
Years
|
Mainly
|
|||||||
Leasehold
|
2-8
|
6
|
||||||
Motor vehicles
|
1-3
|
1
|
|
2. |
Lease liabilities
|
|
3. |
Short-term leases and leases of low-value assets
|
|
h. |
Property, plant and equipment:
|
%
|
Mainly %
|
|||
Laboratory equipment
|
9-30
|
15
|
||
Computers and peripheral equipment
|
15-33.33
|
33.33
|
||
Office equipment and furniture
|
6-20
|
6
|
||
Leasehold improvements
|
see below
|
|
i. |
Impairment of non-financial assets:
|
|
j. |
Revenue recognition:
|
|
k. |
Taxes on income:
|
|
1. |
Current taxes:
|
|
2. |
Deferred taxes:
|
|
l. |
Intangible assets:
|
Years
|
||||
Pipeline Products
|
17-20
|
|||
Potential Products
|
17-20
|
|||
Microorganisms Collection
|
17-20
|
|
m. |
Financial instruments:
|
Level 1
|
-
|
Quoted prices (unadjusted) in active markets for identical assets or liabilities.
|
Level 2
|
-
|
Inputs other than quoted prices included within Level 1 that are observable directly or indirectly.
|
Level 3
|
-
|
Inputs that are not based on observable market data (valuation techniques which use inputs that are not based on observable market data).
|
|
a) |
Financial assets:
|
|
b) |
Financial liabilities:
|
|
n. |
Provisions:
|
|
o. |
Employee benefit liabilities:
|
|
1. |
Short-term employee benefits:
|
|
2. |
Post-employment benefits:
|
|
q. |
Loss per share:
|
NOTE 3: - |
SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUPMTIONS USED IN THE PREPARATION OF THE FINANCIAL STATEMENTS
|
|
a. |
Judgments:
|
|
- |
Determining the timing of satisfaction of performance obligations:
|
|
- |
Discount rate for a lease liability:
|
|
b. |
Estimates and assumptions:
|
NOTE 3: - |
SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUPMTIONS USED IN THE PREPARATION OF THE FINANCIAL STATEMENTS (Cont.)
|
|
- |
Government grants:
|
|
- |
Legal claims:
|
|
- |
Determining the fair value of share-based payment transactions:
|
|
- |
Leases - Estimating the incremental borrowing rate:
|
|
- |
Intangible assets - Estimating the fair value:
|
NOTE 4: - |
DISCLOSURE OF NEW STANDARDS IN THE PERIOD PRIOR TO THEIR ADOPTION
|
|
1. |
Clarification that to meet the definition of a business, an integrated set of activities and assets must include, as a minimum, an input and a substantive process that together significantly contribute to the ability to create
output.
|
|
2. |
Removal of the reference to the assessment whether market participants are capable of acquiring the business and continuing to operate it and produce outputs by integrating the business with their own inputs and processes.
|
|
3. |
Introduction of additional guidance and examples to assist entities in assessing whether the acquired processes are substantive.
|
|
4. |
Narrowing the definitions of "outputs" and "business" by focusing on goods and services provided to customers.
|
|
5. |
Introducing an optional concentration test that permits a simplified assessment of whether an acquired set of activities and assets is not a business.
|
NOTE 5: - |
COLLABORATION AND RESEARCH AGREEMENTS-
|
|
a. |
In November 2016, the Company entered into a research agreement with ADAMA Ltd., for research of samples sent by ADAMA Ltd. to the Company.
|
|
|
In July 2017, the Company entered into a research agreement with Pioneer Hi-Bred International, Inc. ("Pioneer") for the validation and further development activities relating to certain microbial strains. In January 2019, the
Company provided Pioneer with collaboration strain for performance of a second year of field trials. As a result of the research agreement the Company recorded a revenue of $250 in 2019.
|
NOTE 5: - |
COLLABORATION AND RESEARCH AGREEMENTS- (Cont.)
|
|
b. |
In May 2018, the Company entered into a research agreement with Instituto Matogrossense do Algodao ("IMA"), for evaluating the insecticidal activity of certain proprietary material obtained from bacteria. The Company transferred
two batches of certain proteins for testing in insect bioassay.
|
|
c. |
In December 2018, the Company entered into a collaboration with TMG Tropical Melhoramento e Genetica S.A., for the development of soybean cyst nematode, and potentially other nematode resistance using genome editing technology. In
the initial phase of the collaboration, the Company calibrated its proprietary genome editing protocols for the TMG soybean lines on which to perform genome edits using its CPB platform. In the next phase, the Company will design
genome edits with respect to various combinations. In the final phase, the Company will deliver edited lines to TMG.
|
December 31,
|
||||||||
2019
|
2018
|
|||||||
Cash for immediate withdrawal in USD
|
$
|
24,823
|
$
|
2,069
|
||||
Cash for immediate withdrawal in NIS
|
9,459
|
3,415
|
||||||
Cash for immediate withdrawal in Euro and other currencies
|
466
|
326
|
||||||
$
|
34,748
|
$
|
5,810
|
December 31,
|
||||||||
2019
|
2018
|
|||||||
Financial assets measured at fair value through profit or loss:
|
||||||||
Participation certificates in trust funds
|
$
|
1,042
|
$
|
21,208
|
||||
Corporate bonds and government treasury notes
|
1,086
|
4,857
|
||||||
$
|
2,128
|
$
|
26,065
|
December 31,
|
||||||||
2019
|
2018
|
|||||||
Government authorities
|
$
|
241
|
$
|
122
|
||||
Grant receivables
|
276
|
190
|
||||||
Patent cost reimbursement
|
539
|
89
|
||||||
Accrued bank interests
|
82
|
114
|
||||||
Prepaid expenses
|
886
|
275
|
||||||
Restricted cash
|
47
|
47
|
||||||
Other
|
8
|
24
|
||||||
$
|
2,079
|
$
|
861
|
|
a. |
Information on leases in which the Company is a lessee:
|
Year ended
December 31, 2019
|
||||
Interest expense on lease liabilities
|
$
|
302
|
||
CPI expenses on lease liabilities and right-of-use assets
|
1
|
|||
Depreciation expenses on right-of-use assets
|
767
|
|||
Income due to removal of lease liabilities and right-of-use assets
|
(2
|
)
|
||
Total expenses
|
$
|
1,068
|
|
b. |
Lease extension and cancelation options:
|
|
c. |
Disclosures of right-of-use assets:
|
Leasehold
|
Motor vehicles
|
Total
|
||||||||||
Cost:
|
||||||||||||
Balance as of January 1, 2019
|
$
|
3,023
|
$
|
267
|
$
|
3,290
|
||||||
Additions during the year:
|
||||||||||||
Additions to right-of-use assets for new leases in the period
|
-
|
168
|
168
|
|||||||||
Revaluation recognized in CPI
|
18
|
1
|
19
|
|||||||||
Disposals during the year:
|
||||||||||||
Disposals of right-of-use assets for leases terminated in the period
|
-
|
(55
|
)
|
(55
|
)
|
|||||||
Balance as of December 31, 2019
|
3,041
|
381
|
3,422
|
|||||||||
Accumulated depreciation:
|
||||||||||||
Balance as of January 1, 2019
|
-
|
-
|
-
|
|||||||||
Additions during the year:
|
||||||||||||
Depreciation
|
596
|
171
|
767
|
|||||||||
Disposals during the year:
|
||||||||||||
Disposals of right-of-use assets
|
-
|
(16
|
)
|
(16
|
)
|
|||||||
Balance as of December 31, 2019
|
596
|
155
|
751
|
|||||||||
Depreciated cost at December 31, 2019
|
$
|
2,445
|
$
|
226
|
$
|
2,671
|
NOTE 10: - |
PROPERTY, PLANT AND EQUIPMENT, NET
|
Laboratory equipment
|
Computers and peripheral equipment
|
Office equipment and furniture
|
Leasehold improvements
|
Total
|
||||||||||||||||
Cost:
|
||||||||||||||||||||
Balance at January 1, 2019
|
$
|
4,852
|
$
|
3,895
|
$
|
225
|
$
|
12,838
|
$
|
21,810
|
||||||||||
Additions
|
87
|
156
|
39
|
689
|
971
|
|||||||||||||||
Balance at December 31, 2019
|
4,939
|
4,051
|
264
|
13,527
|
22,781
|
|||||||||||||||
Accumulated Depreciation:
|
||||||||||||||||||||
Balance at January 1, 2019
|
3,834
|
3,593
|
144
|
11,052
|
18,623
|
|||||||||||||||
Additions
|
396
|
187
|
12
|
979
|
1,575
|
|||||||||||||||
Balance at December 31, 2019
|
4,230
|
3,780
|
156
|
12,031
|
20,198
|
|||||||||||||||
Depreciated cost at December 31, 2019
|
$
|
709
|
$
|
271
|
$
|
108
|
$
|
1,496
|
$
|
2,583
|
Laboratory equipment
|
Computers and peripheral equipment
|
Office equipment and furniture
|
Leasehold improvements
|
Total
|
||||||||||||||||
Cost:
|
||||||||||||||||||||
Balance at January 1, 2018
|
$
|
4,756
|
$
|
3,749
|
$
|
224
|
$
|
12,666
|
$
|
21,395
|
||||||||||
Additions
|
96
|
146
|
1
|
172
|
415
|
|||||||||||||||
Balance at December 31, 2018
|
4,852
|
3,895
|
225
|
12,838
|
21,810
|
|||||||||||||||
Accumulated Depreciation:
|
||||||||||||||||||||
Balance at January 1, 2018
|
3,514
|
3,275
|
129
|
9,685
|
16,603
|
|||||||||||||||
Additions
|
320
|
318
|
15
|
1,367
|
2,020
|
|||||||||||||||
Balance at December 31, 2018
|
3,834
|
3,593
|
144
|
11,052
|
18,623
|
|||||||||||||||
Depreciated cost at December 31, 2018
|
$
|
1,018
|
$
|
302
|
$
|
81
|
$
|
1,786
|
$
|
3,187
|
Pipeline Products
|
Potential Products
|
Microorganisms Collection
|
Total
|
|||||||||||||
Cost:
|
||||||||||||||||
Balance at January 1, 2019
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||
Additions (Acquisition on August 6, 2019)
|
7,028
|
4,920
|
5,500
|
17,448
|
||||||||||||
Balance at December 31, 2019
|
7,028
|
4,920
|
5,500
|
17,448
|
||||||||||||
Accumulated Depreciation:
|
||||||||||||||||
Balance at January 1, 2019
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||
Additions
|
162
|
102
|
110
|
374
|
||||||||||||
Balance at December 31, 2019
|
162
|
102
|
110
|
374
|
||||||||||||
Depreciated cost at December 31, 2019
|
$
|
6,866
|
$
|
4,818
|
$
|
5,390
|
$
|
17,074
|
2019
|
2018
|
|||||||
Balance at January 1,
|
$
|
3,886
|
$
|
3,542
|
||||
Grants received
|
493
|
354
|
||||||
Royalties paid
|
(44
|
)
|
(66
|
)
|
||||
BIRD repayment
|
(546
|
)
|
-
|
|||||
Amounts recorded in profit or loss
|
(427
|
)
|
56
|
|||||
Balance at December 31,
|
$
|
3,362
|
$
|
3,886
|
NOTE 13: - |
FINANCIAL INSTRUMENTS
|
|
a. |
Classification of financial instruments by fair value hierarchy:
|
December 31,
|
||||||||
2019
|
2018
|
|||||||
Financial assets:
|
||||||||
Marketable securities – Level 1
|
$
|
1,042
|
$
|
21,208
|
||||
Marketable securities – Level 2
|
1,086
|
4,857
|
||||||
$
|
2,128
|
$
|
26,065
|
|
1. |
Market Risk:
|
|
a) |
Foreign currency risk:
|
|
b) |
Price risk:
|
|
2. |
Credit Risk:
|
NOTE 13: - |
FINANCIAL INSTRUMENTS (Cont.)
|
|
3. |
Liquidity Risk:
|
Up to 1
year
|
1 year to 2
years
|
2 years to 3
years
|
3 years to 4
years
|
4 years to 5
years
|
Over 5
years
|
Total
|
||||||||||||||||||||||
Trade payables
|
$
|
1,001
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
1,001
|
||||||||||||||
Employees and payroll accruals
|
2,071
|
2,071
|
||||||||||||||||||||||||||
Other payables
|
1,339
|
-
|
-
|
-
|
-
|
-
|
1,339
|
|||||||||||||||||||||
Operating leases liability
|
895
|
734
|
616
|
583
|
582
|
229
|
3,639
|
|||||||||||||||||||||
Liabilities in respect of government grants
|
37
|
107
|
196
|
333
|
652
|
2,474
|
3,799
|
|||||||||||||||||||||
$
|
5,343
|
$
|
841
|
$
|
812
|
$
|
916
|
$
|
1,234
|
$
|
2,703
|
$
|
11,849
|
Up to 1
year
|
1 year to 2
years
|
2 years to 3
years
|
3 years to 4
years
|
4 years to 5
years
|
Over 5
years
|
Total
|
||||||||||||||||||||||
Trade payables
|
$
|
1,015
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
1,015
|
||||||||||||||
Employees and payroll accruals
|
2,081
|
2,081
|
||||||||||||||||||||||||||
Other payables
|
935
|
-
|
-
|
-
|
-
|
-
|
935
|
|||||||||||||||||||||
Liabilities in respect of government grants
|
1,003
|
79
|
232
|
456
|
263
|
2,634
|
4,667
|
|||||||||||||||||||||
$
|
5,034
|
$
|
79
|
$
|
232
|
$
|
456
|
$
|
263
|
$
|
2,634
|
$
|
8,698
|
|
c. |
Fair Value:
|
NOTE 13: - |
FINANCIAL INSTRUMENTS (Cont.)
|
|
d. |
Sensitivity tests relating to changes in market factors:
|
December 31,
|
||||||||
2019
|
2018
|
|||||||
Sensitivity test to changes in the USD/NIS exchange rate:
|
||||||||
Gain (loss) from the change:
|
||||||||
Increase of 5% in exchange rate
|
$
|
(381
|
)
|
$
|
(1,059
|
)
|
||
Decrease of 5% in exchange rate
|
$
|
381
|
$
|
1,059
|
||||
Sensitivity test to changes in the market price of listed securities:
|
||||||||
Gain (loss) from the change:
|
||||||||
Increase of 5% in market price
|
$
|
106
|
$
|
1,303
|
||||
Decrease of 5% in market price
|
$
|
(106
|
)
|
$
|
(1,303
|
)
|
|
e. |
Hedging activities and derivatives:
|
NOTE 14: - |
SEVERANCE PAY LIABILITY
|
Year ended December 31,
|
||||||||||||
2019
|
2018
|
2017
|
||||||||||
Expenses - defined contribution plan
|
$
|
703
|
$
|
712
|
$
|
759
|
NOTE 15: - |
TAXES ON INCOME
|
|
a. |
Tax rates applicable to the Company:
|
|
1. |
In December 2016, the Israeli Parliament approved the Economic Efficiency Law (Legislative Amendments for Applying the Economic Policy for the 2017 and 2018 Budget Years), 2017 which reduces the corporate income tax rate to 24%
(instead of 25%) effective from January 1, 2017 and to 23% effective from January 1, 2018.
|
|
2. |
Evogene Inc, a company incorporated in the U.S., is subject to U.S. income taxes. In 2019, the weighted tax rate applicable to Evogene Inc. was approximately 27.25% (Federal tax and state tax where the company operates).
|
|
3. |
We are subject to taxation in the United States, as well as a number of foreign jurisdictions. On December 22, 2017, the U.S. President signed into law federal tax
legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act provides for significant and wide-ranging changes to the U.S. Internal Revenue Code. As the Company tax expenses comprise 0.1% of the Loss for
2018, the impact of these reforms is immaterial.
|
|
b. |
Tax assessments:
|
|
c. |
Carryforward losses for tax purposes and other temporary differences:
|
|
d. |
Deferred taxes:
|
|
e. |
Theoretical tax:
|
|
a. |
Share capital:
|
December 31,
|
||||||||||||||||
2019
|
2018
|
|||||||||||||||
Authorized
|
Issued and Outstanding
|
Authorized
|
Issued and Outstanding
|
|||||||||||||
Number of shares
|
||||||||||||||||
Ordinary shares of NIS 0.02 par value each
|
150,000,000
|
25,754,297
|
150,000,000
|
25,754,297
|
|
b. |
Changes in share capital:
|
Number of shares
|
NIS par value
|
|||||||
Outstanding at January 1, 2018
|
25,750,547
|
515,011
|
||||||
Exercise of options
|
3,750
|
75
|
||||||
Outstanding at December 31, 2018
|
25,754,297
|
515,086
|
||||||
Exercise of options
|
-
|
-
|
||||||
Outstanding at December 31, 2019
|
25,754,297
|
515,086
|
|
c. |
Rights attached to shares:
|
|
d. |
Capital management in the Company:
|
|
e. |
Composition of non-controlling interests in the statement of financial position:
|
December 31,
|
||||||||
2019
|
2018
|
|||||||
Balance at January 1,
|
$
|
253
|
$
|
-
|
||||
Shares issuance to non-controlling interests
|
10,042
|
160
|
||||||
Share-based compensation
|
764
|
147
|
||||||
Benefit to non-controlling interests regarding Share-based compensation
|
17
|
-
|
||||||
Loss attributed to non-controlling interests
|
(1,003
|
)
|
(54
|
)
|
||||
Balance at December 31,
|
$
|
10,073
|
$
|
253
|
|
f. |
Issuance of shares by subsidiary:
|
|
a. |
Expenses recognized in the financial statements:
|
Year ended December 31,
|
||||||||||||
2019
|
2018
|
2017
|
||||||||||
Share-based compensation – Attributable to equity holders of the Company
|
$
|
814
|
$
|
1,424
|
$
|
2,244
|
||||||
Share-based compensation – Attributable to non-controlling interests (see Note 16e.)
|
764
|
307
|
-
|
|||||||||
$
|
1,578
|
$
|
1,731
|
$
|
2,244
|
|
b. |
Evogene Ltd. share-based payment plan for employees, directors and consultants:
|
|
c. |
Evogene Ltd. share options activity:
|
2019
|
2018
|
2017
|
||||||||||||||||||||||
Number of options
|
Weighted average exercise prices ($)
|
Number of options
|
Weighted average exercise prices ($)
|
Number of options
|
Weighted average exercise prices ($)
|
|||||||||||||||||||
Outstanding at January 1,
|
4,389,523
|
7.46
|
5,106,300
|
8.47
|
4,439,884
|
9.50
|
||||||||||||||||||
Grants
|
750,000
|
1.67
|
555,000
|
3.16
|
1,537,250
|
5.08
|
||||||||||||||||||
Exercised
|
-
|
-
|
(3,750
|
)
|
2.64
|
(269,738
|
)
|
2.18
|
||||||||||||||||
Forfeited
|
(804,506
|
)
|
7.13
|
(1,268,027
|
)
|
9.66
|
(601,096
|
)
|
10.22
|
|||||||||||||||
Outstanding at December 31,
|
4,335,017
|
7.08
|
4,389,523
|
7.46
|
5,106,300
|
8.47
|
||||||||||||||||||
Exercisable at December 31,
|
2,855,405
|
9.09
|
2,843,582
|
8.95
|
3,146,823
|
10.73
|
Options outstanding
|
||||||||||||
Range of exercise prices ($)
|
Number outstanding
|
Average
remaining
contractual
life
|
Weighted
average
exercise
price
|
|||||||||
1.41 – 3.05
|
827,343
|
9.47
|
1.81
|
|||||||||
3.08 – 5.66
|
1,436,636
|
7.70
|
4.72
|
|||||||||
5.67 – 8.04
|
216,000
|
6.07
|
7.60
|
|||||||||
8.10 – 10.69
|
748,538
|
1.89
|
8.70
|
|||||||||
10.92 – 20.55
|
1,106,500
|
4.28
|
12.86
|
|||||||||
Total
|
4,335,017
|
6.08
|
7.08
|
|
d. |
The weighted average outstanding remaining contractual term of the options as of December 31, 2019 is 6.08 years (as of December 31, 2018, it was 5.81 years).
|
|
e. |
The weighted average fair value of options granted during 2019 was $0.52 (for options granted during 2018, the fair value was $0.95).
|
|
f. |
The fair value of Evogene Ltd. share options granted to employees, directors and consultants for the years ended December 31, 2019, 2018 and 2017 was estimated using the binomial model with the following assumptions:
|
2019
|
2018
|
2017
|
||||||||||
Dividend yield (%)
|
-
|
-
|
-
|
|||||||||
Expected volatility of the share prices (%)
|
33-34
|
35-42
|
42-43
|
|||||||||
Risk-free interest rate (%)
|
0.97-1.51
|
1.90-2.93
|
1.89-2.42
|
|||||||||
Suboptimal factor
|
1.8-2
|
1.8-2
|
1.8-2
|
|||||||||
Post-vesting forfeiture rate (%)
|
5-10
|
5-10
|
5-10
|
|
g. |
The Company's subsidiaries maintain share option and incentive plans with similar terms and conditions.
|
2019
|
2018
|
|||||||||||||||
Number of options
|
Weighted average exercise prices ($)
|
Number of options
|
Weighted average exercise prices ($)
|
|||||||||||||
Outstanding at January 1,
|
205,543
|
0.05
|
-
|
-
|
||||||||||||
Grants
|
255,370
|
0.2
|
206,043
|
0.05
|
||||||||||||
Exercised
|
-
|
-
|
-
|
-
|
||||||||||||
Forfeited
|
(875
|
)
|
0.19
|
(500
|
)
|
0.19
|
||||||||||
Outstanding at December 31,
|
460,038
|
0.13
|
205,543
|
0.05
|
||||||||||||
Exercisable at December 31,
|
135,194
|
0.11
|
37,553
|
0.03
|
|
h. |
The fair value of Company's subsidiaries share options granted to employees, directors and consultants for the years ended December 31, 2019 and 2018 was estimated using the binomial model with the following assumptions:
|
2019
|
2018
|
|||||||
Dividend yield (%)
|
-
|
-
|
||||||
Expected volatility of the share prices (%)
|
48-72
|
50-56
|
||||||
Risk-free interest rate (%)
|
0.11-2.03
|
1.96-2.34
|
||||||
Suboptimal factor
|
1.8-2
|
1.8-2
|
||||||
Post-vesting forfeiture rate (%)
|
5-10
|
8-10
|
|
a. |
Cost of revenues:
|
Year ended December 31,
|
||||||||||||
2019
|
2018
|
2017
|
||||||||||
Salaries and benefits
|
$
|
242
|
$
|
873
|
$
|
1,668
|
||||||
Share-based compensation
|
-
|
68
|
53
|
|||||||||
Materials and sub-contractors
|
63
|
216
|
572
|
|||||||||
Depreciation
|
-
|
161
|
309
|
|||||||||
Rentals and maintenance
|
-
|
130
|
233
|
|||||||||
Other
|
29
|
4
|
10
|
|||||||||
$
|
334
|
$
|
1,452
|
$
|
2,845
|
|
b. |
Research and development, net:
|
Year ended December 31,
|
||||||||||||
2019
|
2018
|
2017
|
||||||||||
Salaries and benefits
|
$
|
9,811
|
$
|
9,599
|
$
|
10,205
|
||||||
Share-based compensation
|
782
|
960
|
1,200
|
|||||||||
Materials and sub-contractors
|
2,686
|
* 1,368
|
1,636
|
|||||||||
Plant growth and greenhouse maintenance
|
337
|
342
|
405
|
|||||||||
Rentals and office maintenance
|
428
|
1,114
|
1,430
|
|||||||||
Depreciation
|
2,742
|
1,859
|
1,836
|
|||||||||
Other
|
579
|
*709
|
437
|
|||||||||
Participation in respect of government grants
|
(1,574
|
)
|
(1,265
|
)
|
(162
|
)
|
||||||
$
|
15,791
|
$
|
14,686
|
$
|
16,987
|
|
c. |
Business development:
|
Year ended December 31,
|
||||||||||||
2019
|
2018
|
2017
|
||||||||||
Salaries and benefits
|
$
|
907
|
$
|
1,301
|
$
|
1,038
|
||||||
Share-based compensation
|
442
|
381
|
363
|
|||||||||
Travel
|
168
|
163
|
109
|
|||||||||
Legal
|
133
|
67
|
37
|
|||||||||
Other
|
379
|
172
|
139
|
|||||||||
$
|
2,029
|
$
|
2,084
|
$
|
1,686
|
|
d. |
General and administrative:
|
Year ended December 31,
|
||||||||||||
2019
|
2018
|
2017
|
||||||||||
Salaries and benefits
|
$
|
1,922
|
$
|
1,755
|
$
|
1,737
|
||||||
Share-based compensation
|
354
|
322
|
628
|
|||||||||
Professional fees
|
1,151
|
1,075
|
1,065
|
|||||||||
Other
|
338
|
362
|
380
|
|||||||||
$
|
3,765
|
$
|
3,514
|
$
|
3,810
|
|
e. |
Financing income and expenses
|
Year ended December 31,
|
||||||||||||
2019
|
2018
|
2017
|
||||||||||
Exchange differences
|
$
|
1,432
|
$
|
-
|
$
|
-
|
||||||
Interest income
|
759
|
1,413
|
2,125
|
|||||||||
Change in the fair value of marketable securities
|
439
|
-
|
-
|
|||||||||
$
|
2,630
|
$
|
1,413
|
$
|
2,125
|
Year ended December 31,
|
||||||||||||
2019
|
2018
|
2017
|
||||||||||
Bank expenses and commissions
|
$
|
52
|
$
|
141
|
$
|
129
|
||||||
Exchange differences
|
160
|
660
|
82
|
|||||||||
Change in the fair value of marketable securities
|
-
|
1,285
|
720
|
|||||||||
Hedging instruments
|
-
|
-
|
7
|
|||||||||
Operating lease liability interest
|
302
|
-
|
-
|
|||||||||
Revaluation of liabilities in respect of government grants
|
41
|
120
|
67
|
|||||||||
$
|
555
|
$
|
2,206
|
$
|
1,005
|
Year ended December 31,
|
||||||||||||||||||||||||
2019
|
2018
|
2017
|
||||||||||||||||||||||
Weighted number of shares *)
|
Loss attributable to equity holders of the Company
|
Weighted number of shares *)
|
Loss attributable to equity holders of the Company
|
Weighted number of shares *)
|
Loss attributable to equity holders of the Company
|
|||||||||||||||||||
Number of shares and loss
|
25,754,297
|
(18,112
|
)
|
25,753,411
|
(20,758
|
)
|
25,673,276
|
(20,838
|
)
|
|
*) |
To compute diluted loss per share, potential ordinary shares have not been taken into account due to their anti-dilutive effect.
|
NOTE 20: - |
OPERATING SEGMENTS
|
|
a. |
General:
|
|
b. |
The following table presents our revenues and operating loss by segments:
|
Agriculture
|
Industry
|
Human
|
Unallocated
|
Total
|
||||||||||||||||
For the Year Ended December 31, 2019
|
||||||||||||||||||||
Revenues
|
$
|
651
|
$
|
26
|
$
|
-
|
$
|
76
|
$
|
753
|
||||||||||
Operating loss
|
$
|
(10,062
|
)
|
$
|
(419
|
)
|
$
|
(3,219
|
)
|
$
|
(7,466
|
)
|
$
|
(21,166
|
)
|
|||||
Net financing expenses
|
$
|
2,075
|
||||||||||||||||||
Loss before taxes on income
|
$
|
(19,091
|
)
|
NOTE 20: - |
OPERATING SEGMENTS (Cont.)
|
Agriculture
|
Industry
|
Human
|
Unallocated
|
Total
|
||||||||||||||||
For the Year Ended December 31, 2018
|
||||||||||||||||||||
Revenues
|
$
|
1,641
|
$
|
106
|
$
|
-
|
$
|
-
|
$
|
1,747
|
||||||||||
Operating loss
|
$
|
(7,674
|
)
|
$
|
(456
|
)
|
$
|
(1,608
|
)
|
$
|
(10,251
|
)
|
$
|
(19,989
|
)
|
|||||
Net financing expenses
|
$
|
(793
|
)
|
|||||||||||||||||
Loss before taxes on income
|
$
|
(20,782
|
)
|
Agriculture
|
Industry
|
Human
|
Unallocated
|
Total
|
||||||||||||||||
For the Year Ended December 31, 2017
|
||||||||||||||||||||
Revenues
|
$
|
3,247
|
$
|
134
|
$
|
-
|
$
|
-
|
$
|
3,381
|
||||||||||
Operating loss
|
$
|
(8,347
|
)
|
$
|
(210
|
)
|
$
|
(637
|
)
|
$
|
(12,753
|
)
|
$
|
(21,947
|
)
|
|||||
Net financing income
|
$
|
1,120
|
||||||||||||||||||
Loss before taxes on income
|
$
|
(20,827
|
)
|
|
c. |
Major customers:
|
Year ended December 31,
|
||||||||||||
2019
|
2018
|
2017
|
||||||||||
Customer A (shareholder)
|
-
|
38
|
%
|
66
|
%
|
|||||||
Customer B
|
-
|
19
|
%
|
10
|
%
|
|||||||
Customer C
|
*)-
|
|
13
|
%
|
*)-
|
|
||||||
Customer D (subsidiary shareholder)
|
33
|
%
|
-
|
-
|
||||||||
Customer E
|
24
|
%
|
-
|
-
|
||||||||
Customer F
|
13
|
%
|
*)-
|
|
-
|
|||||||
Customer G
|
13
|
%
|
-
|
-
|
NOTE 20: - |
OPERATING SEGMENTS (Cont.)
|
|
d. |
Geographical information:
|
Year ended December 31,
|
||||||||||||
2019
|
2018
|
2017
|
||||||||||
United States
|
33
|
%
|
57
|
%
|
76
|
%
|
||||||
Germany
|
2
|
%
|
13
|
%
|
10
|
%
|
||||||
Israel
|
35
|
%
|
12
|
%
|
6
|
%
|
||||||
Brazil
|
28
|
%
|
6
|
%
|
-
|
|||||||
Other
|
2
|
%
|
12
|
%
|
8
|
%
|
||||||
100
|
%
|
100
|
%
|
100
|
%
|
December 31,
|
||||||||||||
2019
|
2018
|
2017
|
||||||||||
United States
|
88
|
%
|
14
|
%
|
12
|
%
|
||||||
Israel
|
12
|
%
|
86
|
%
|
88
|
%
|
||||||
100
|
%
|
100
|
%
|
100
|
%
|
NOTE 21: - |
BALANCES AND TRANSACTIONS WITH KEY OFFICERS AND CERTAIN SHAREHOLDERS
|
|
a. |
2019 shareholders information refers to Monsanto Company and Pioneer (see Note 20c., customer A and E) which, to the best of the Company’s knowledge, Monsanto Company holds approximately 6.4% of the Company's ordinary shares and
Pioneer holds 27.84% of the Company's subsidiary shares. Both shareholders are major customers.
|
|
b. |
Balances:
|
Key officers
|
Certain shareholder
|
|||||||
Receivables
|
$
|
-
|
$
|
539
|
||||
Other payables
|
$
|
477
|
$
|
-
|
Key officers
|
Certain shareholder
|
|||||||
Receivables
|
$
|
-
|
$
|
89
|
||||
Other payables
|
$
|
439
|
$
|
-
|
NOTE 21: - |
BALANCES AND TRANSACTIONS WITH KEY OFFICERS AND CERTAIN SHAREHOLDERS (Cont.)
|
Key officers
|
Certain shareholder
|
|||||||
Receivables
|
$
|
-
|
$
|
337
|
||||
Other payables
|
$
|
468
|
$
|
-
|
|
c. |
Benefits to directors:
|
Year ended December 31,
|
||||||||||||
2019
|
2018
|
2017
|
||||||||||
Compensation to directors not employed by the Company or on its behalf
|
$
|
254
|
$
|
261
|
$
|
329
|
||||||
Number of directors that received the above compensation by the Company
|
6
|
7
|
6
|
Year ended December 31,
|
||||||||||||
2019
|
2018
|
2017
|
||||||||||
Salary and related benefits
|
$
|
1,960
|
$
|
1,976
|
$
|
1,673
|
||||||
Share-based compensation
|
1,070
|
669
|
959
|
|||||||||
$
|
3,030
|
$
|
2,645
|
$
|
2,632
|
|||||||
Number of people that received salary and benefits
|
8
|
10
|
7
|
|
e. |
Transactions:
|
Key officers
|
Certain shareholder
|
|||||||
Revenues
|
$
|
-
|
$
|
(250
|
)
|
|||
Cost of revenues
|
-
|
-
|
||||||
Research and development expenses
|
669
|
(1,280
|
)
|
|||||
Business development expenses
|
1,250
|
-
|
||||||
General and administrative expenses
|
1,111
|
-
|
||||||
$
|
3,030
|
$
|
(1,530
|
)
|
NOTE 21: - |
BALANCES AND TRANSACTIONS WITH KEY OFFICERS AND CERTAIN SHAREHOLDERS (Cont.)
|
Key officers
|
Certain shareholder
|
|||||||
Revenues
|
$
|
-
|
$
|
664
|
||||
Cost of revenues
|
-
|
(1,077
|
)
|
|||||
Research and development expenses
|
1,056
|
-
|
||||||
Business development expenses
|
945
|
-
|
||||||
General and administrative expenses
|
644
|
-
|
||||||
$
|
2,645
|
$
|
(1,741
|
)
|
Key officers
|
Certain shareholders
|
|||||||
Revenues
|
$
|
-
|
$
|
(2,247
|
)
|
|||
Cost of revenues
|
141
|
(948
|
)
|
|||||
Research and development expenses
|
1,061
|
-
|
||||||
Business development expenses
|
547
|
-
|
||||||
General and administrative expenses
|
883
|
-
|
||||||
$
|
2,632
|
$
|
(3,195
|
)
|
NOTE 22: - |
SUBSEQUENT EVENTS
|
|
◾ |
at least a majority of the voting rights in the company held by shareholders who have no conflict of interest (referred to under the Companies Law as a “personal interest”) in the transaction or arrangement and who are present and
voting (in person or by proxy) at the general meeting, must be voted in favor of approving the transaction or arrangement (for this purpose, abstentions are disregarded); or
|
|
◾ |
the voting rights held by non-conflicted shareholders (as described in the previous bullet point) who are present and voting (in person or by proxy) at the general meeting, and who vote against the transaction, do not exceed two
percent of the voting rights in the company.
|
If to the Parent:
|
13 Gad Feinstein St., Park Rehovot, P.O.B 2100, Rehovot 76120, Israel
Attention: Ido Dor
Telephone: [***]
E-mail: [***]
|
with a mandatory copy to (which shall not constitute a notice):
|
|
Meitar Liquornik Geva Leshem Tal
Abba Hillel Silver St.16, Ramat Gan, Israel
Attention: Mike Rimon
Telephone: [***]
Facsimile: [***]
E-mail: [***]
|
|
If to Investor:
|
Pioneer Hi-Bred International, Inc.
7100 NW 62nd Ave, PO Box 1000
Johnston, IA 50131
Attention: Alan McCunn, M&A
Email: [***]
|
with a mandatory copy to (which shall not constitute a notice):
|
|
Corteva Agriscience
974 Centre Road
Building 735
Wilmington, Delaware 19805
Attention: Ryan Murphy, M&A Legal
Email: [***]
|
|
PARENT:
/s/ Ofer Haviv
EVOGENE LTD.
Name: Ofer Haviv
Title: CEO
|
|
PURCHASED COMPANY:
/s/ Neal Gutterson
TAXON BIOSCEINSES, INC.
Name: Neal Gutterson
Title: Authorized Representative
|
INVESTOR:
/s/ Neal Gutterson
PIONEER HI-BRED INTERNATIONAL, INC.
Name: Neal Gutterson
Title: Authorized Representative
|
|
Name of Subsidiary
|
Jurisdiction
|
Ownership Interest
|
||
AgPlenus Ltd.
|
Israel
|
100%
|
||
Biomica Ltd.
|
Israel
|
90.9% (1)
|
||
Canonic Ltd.
|
Israel
|
100%
|
||
Casterra Ag Ltd.
|
Israel
|
100%
|
||
Evogene Inc.
|
Delaware
|
100%
|
||
Lavie Bio Ltd.
|
Israel
|
72.2% (2)
|