UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 6-K
 
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
 
For the month of May 2021
 
Commission File Number: 001-36187

EVOGENE LTD.
  (Translation of Registrant’s Name into English)
 
13 Gad Feinstein Street
Park Rehovot P.O.B 2100
Rehovot 7612002 Israel
(Address of principal executive offices)
 
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
 
Form 20-F ☒       Form 40-F ☐
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____
 

CONTENTS
 
On May 26, 2021, Evogene Ltd. (“Evogene”) announced its financial results for the first quarter of 2021.  A copy of the press release announcing those results is furnished as Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K (this “Form 6-K”) and is incorporated herein by reference.
 
The contents of Exhibit 99.1 to this Form 6-K, excluding the statements of Evogene’s President and CEO contained therein, are incorporated by reference in the registration statements on Form F-3 (Securities and Exchange Commission (“SEC”) File No. 333-253300, filed with the SEC on February 19, 2021), and Form S-8 (SEC File Nos. 333-193788, 333-201443 and 333-203856, filed with the SEC on February 6, 2014, January 12, 2015 and May 5, 2015, respectively) of Evogene, and will be a part thereof from the date on which this Form 6-K is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
 

SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 



Date: May 26, 2021
EVOGENE  LTD.
(Registrant)

By: /s/ Dorit Kreiner
Dorit Kreiner
Chief Financial Officer


EXHIBIT INDEX

EXHIBIT NO.
DESCRIPTION



Exhibit 99.1

Evogene Reports First Quarter 2021 Financial Results
 
Conference call and webcast: today, May 26, 2021, 9:00 am ET
 
Rehovot, Israel – May 26, 2021 – Evogene Ltd. (NASDAQ: EVGN, TASE: EVGN), a leading computational biology company targeting to revolutionize life-science product discovery and development across several market segments, announces today its financial results for the first quarter of 2021.
 
Mr. Ofer Haviv, Evogene's President and CEO, stated, “A major corporate target for this year and the year following is value creation and its recognition by the capital markets, through Evogene’s subsidiaries. Two main paths to achieve this target in life-science based companies, such as our subsidiaries, are: product advancement and commercialization, and demonstration of their underlying technological advantage.
 
With respect to product advancement, in 2021-2022, all our subsidiaries have significant milestones for pipeline advancement, and some of them are even expected to reach first product launches. We believe that announcing the achievement of such milestones, as they are reached, will enable the capital markets to properly appreciate the value created by the subsidiaries and will also be reflected in Evogene's value recognition.
 
With respect to demonstration of the advantage of the underlying technology, we believe that it can be recognized through the rapid progress of our subsidiaries' discovery and development pipelines. Moreover, any strategic collaboration entered into by a subsidiary, such as between AgPlenus and Corteva, or equity investment in a subsidiary by a strategic partner, such as Corteva's investment in Lavie Bio, is a vote of confidence in the unique advantages of our technology.
 
As previously disclosed, some of our subsidiaries are targeting to achieve additional strategic collaborations during 2021-2022. We expect that such collaborations will enable the capital markets to further recognize the unique technological value of our subsidiaries, thus reflecting on Evogene's value, as well.
 
I am pleased to report that both Evogene and our subsidiaries have been progressing in accordance with their plans during the first quarter of 2021. Each of our subsidiaries has a very promising product pipeline, and their activities are aiming to advance the products towards commercialization.”
 

Q1 2021 main achievements
 
Biomica
 

Received additional positive pre-clinical results in its immuno-oncology program demonstrating efficacy of its live biotherapeutic product consortium BMC128 in combination with immune-checkpoint-inhibitors, this time in melanoma.
 
Canonic
 

Entered into agreements for the production and distribution in Israel of Canonic’s medical cannabis products with Tikun Olam-Cannbit Pharmaceuticals to enable the planned launch of Canonic's first product in 2022.
 
Lavie Bio
 

Recently appointed Mr. Russ Putland as Vice President Commercial, bringing significant commercial experience to the Lavie Bio management team in preparation for its anticipated product launches starting 2022.
 
Evogene’s Ag-Seed division
 

Entered a collaboration agreement with a U.S. company, Plastomics, whereby Evogene’s insect control genes, demonstrating new modes of action, will be introduced into soybean, utilizing Plastomics’ disruptive new technology.
 
“We enthusiastically look forward to continuing our progress, achieving our defined targets, entering into new collaborations, and expanding the use of our technology into new fields of activity,” Mr. Haviv concluded.
 
Consolidated financial results for the first quarter ended as of March 31, 2021:
 
Cash position: Evogene maintains a strong financial position for its activities with approximately $70.1 million in consolidated cash, cash related accounts, bank deposits and marketable securities as of March 31, 2021. Approximately $11.8 million of Evogene’s consolidated cash is appropriated to its subsidiary, Lavie Bio.

During the first quarter of 2021, our consolidated net cash usage, excluding $27.1 million of net proceeds raised through an “At the Market Offering” (“ATM”) initiated in January 2021 and concluded during February 2021, was approximately $5.2 million, or $4.0 million, if excluding Lavie Bio. The Company has no bank debt.

In March 2021 we announced a new “ATM” and we had not sold any shares under this offering as of the end of the quarter.


Research and Development (“R&D”) expenses: R&D expenses, which are reported net of grants received, were approximately $4.3 million for the first quarter of 2021 (including a non-cash expense of $0.3 million for amortization of share-based compensation), in comparison to $4.6 million (including a non-cash expense of $0.9 million for amortization of share-based compensation) in the first quarter of 2020. In the first quarter of 2021 the actual R&D expenses slightly decreased, mainly due to a decrease in share-based compensation expenses.

Business Development (“BD”) expenses: BD expenses were approximately $0.6 million for the first quarter of 2021 (including a non-cash expense of $0.1 million for amortization of share-based compensation), in comparison to $1.0 million (including a non-cash expense of $0.7 million for amortization of share-based compensation) in the first quarter of 2020.

General and Administrative (“G&A”) expenses: G&A expenses for the first quarter of 2021 were $1.5 million (including a non-cash expense of $0.1 million for amortization of share-based compensation), in comparison to $1.3 million (including a non-cash expense of $0.3 million for amortization of share-based compensation) in the first quarter of 2020. The increase is mainly attributed to the increase of the costs of directors' and officers' insurance, partially offset by a decrease in non-cash expenses of amortization of share-based compensation.
 
Operating loss:  Operating loss for the first quarter of 2021 was $6.3 million, in comparison to $6.9 million for the first quarter of 2020. The decrease in operating loss during the first quarter is attributed to the increase in revenues from collaboration agreements compared to the first quarter of 2020 and due to the decrease in aforementioned amortization of share-based compensation expenses.
 
Loss: The loss for the first quarter of 2021 was $7.1 million in comparison to a loss of $7.2 million for the first quarter of 2020. The slight decrease in the loss for the first quarter is attributed to the reduction in operating loss, partially offset by an increase in financing expenses mainly attributed to exchange rate differences and revaluation of pre-funded warrants.
 
***


Conference Call & Webcast Details:
 
Date: May 26, 2021
 
Time: 9:00 am EST; 16:00 Israel time
 
Dial-in number:1-888-326-9310 toll free from the United States, or +972-3-925-5901internationally
 
Webcast: Available at www.evogene.com
 
Replay Information: A replay of the conference call will be available approximately two hours following the completion of the call.
 
To access the replay, please dial 1-888-326-9310 toll free from the United States, or +972-3-925-5904 internationally. The replay will be accessible through May 28, 2021, and an archive of the webcast will be available on the Company’s website.
 
About Evogene Ltd.:
 
Evogene (NASDAQ: EVGN, TASE: EVGN), is a leading company in leveraging computational biology to design novel products for life-science-based industries including human health, agriculture, and industrial applications. Leveraging Big Data and Artificial Intelligence while incorporating a deep understanding of biology, Evogene established its unique technology, the Computational Predictive Biology (CPB) platform, to computationally design microbes, small molecules and genes as the core components for life-science products. Evogene holds a number of subsidiaries utilizing the CPB platform, for the development of human microbiome-based therapeutics, medical cannabis, ag-biologicals, ag-chemicals, seed traits and ag-solutions for castor oil production. For more information, please visit www.evogene.com.
 

Forward Looking Statements
 
This press release contains "forward-looking statements" relating to future events. These statements may be identified by words such as may”, “could”, “expects”, “intends”, “anticipates”, “plans”, “believes”, “scheduled”, “estimates” or words of similar meaning. For example, Evogene is using forward-looking statement in this press release when it discusses its expected paths to value creation, its and its’ subsidiaries expected trials, studies, product advancements, commercializations, launches, pipelines, milestones, potential collaborations and other plans for 2021 and 2022, the potential advantages of its technology and its anticipated entry into new fields of activity. Such statements are based on current expectations, estimates, projections and assumptions, describe opinions about future events, involve certain risks and uncertainties which are difficult to predict and are not guarantees of future performance. Therefore, actual future results, performance or achievements of Evogene and its subsidiaries may differ materially from what is expressed or implied by such forward-looking statements due to a variety of factors, many of which are beyond the control of Evogene and its subsidiaries, including, without limitation, those risk factors contained in Evogene’s reports filed with the applicable securities authority, as well as a result of the impacts of the COVID-19 pandemic. In addition, Evogene and its subsidiaries rely, and expect to continue to rely, on third parties to conduct certain activities, such as their field-trials and pre-clinical studies, and if these third parties do not successfully carry out their contractual duties, comply with regulatory requirements or meet expected deadlines (including as a result of the effect of the COVID-19 pandemic), Evogene and its subsidiaries may experience significant delays in the conduct of their activities. Evogene and its subsidiaries disclaim any obligation or commitment to update these forward-looking statements to reflect future events or developments or changes in expectations, estimates, projections and assumptions.
 
Evogene Investor Contact:
US Investor Relations:
 
Aviva Banczewski / Rivka Neufeld
Investor Relations and Public Relations Manager
E: IR@evogene.com
T: +972-8-931-1900
 
Joseph Green
Edison Group
E: jgreen@edisongroup.com
T: +1 646-653-7030
 
 
Laine Yonker
Edison Group
E: lyonker@edisongroup.com
T: +1 646-653-7035


CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
U.S. dollars in thousands (except share and per share data)

   
As of
March 31,
   
As of
December 31,
 
   
2021
   
2020
 
   
Unaudited
   
Audited
 
CURRENT ASSETS:
           
Cash and cash equivalents
 
$
38,642
   
$
46,229
 
Marketable securities
   
19,948
     
-
 
Short-term bank deposits
   
11,500
     
2,000
 
Trade receivables
   
219
     
222
 
Other receivables and prepaid expenses
   
2,584
     
3,372
 
                 
     
72,893
     
51,823
 
LONG-TERM ASSETS:
               
Long-term deposits
   
10
     
9
 
Right-of-use-assets
   
1,882
     
1,872
 
Property, plant and equipment, net
   
2,084
     
2,072
 
Intangible assets, net
   
15,909
     
16,139
 
                 
     
19,885
     
20,092
 
                 
   
$
92,778
   
$
71,915
 
CURRENT LIABILITIES:
               
Trade payables
 
$
993
   
$
863
 
Employees and payroll accruals
   
2,397
     
2,535
 
Operating lease liability
   
758
     
777
 
Liabilities in respect of government grants
   
144
     
72
 
Pre-funded warrants
   
-
     
4,144
 
Deferred revenues and other advances
   
26
     
47
 
Other payables
   
1,024
     
1,238
 
                 
     
5,342
     
9,676
 
LONG-TERM LIABILITIES:
               
Operating lease liability
   
1,592
     
1,663
 
Liabilities in respect of government grants
   
3,740
     
3,694
 
                 
     
5,332
     
5,357
 
SHAREHOLDERS' EQUITY:
               
Ordinary shares of NIS 0.02 par value:
Authorized − 150,000,000 ordinary shares; Issued and outstanding – 40,414,229 shares as of March 31, 2021 and 35,600,088 shares as of December 31, 2020
   
230
     
200
 
Share premium and other capital reserve
   
257,184
     
225,121
 
Accumulated deficit
   
(185,878
)
   
(179,276
)
                 
Equity attributable to equity holders of the Company
   
71,536
     
46,045
 
                 
Non-controlling interests
   
10,568
     
10,837
 
                 
Total equity
   
82,104
     
56,882
 
                 
   
$
92,778
   
$
71,915
 


CONSOLIDATED STATEMENTS OF PROFIT OR LOSS
U.S. dollars in thousands (except share and per share data)

   
Three months ended
March 31,
   
Year ended
December 31,
 
   
2021
   
2020
   
2020
 
   
Unaudited
   
Audited
 
                   
Revenues
 
$
333
   
$
75
   
$
1,040
 
Cost of revenues
   
271
     
39
     
574
 
                         
Gross profit
   
62
     
36
     
466
 
                         
Operating expenses:
                       
                         
Research and development, net
   
4,297
     
4,587
     
17,287
 
Business development
   
570
     
970
     
2,672
 
General and administrative
   
1,454
     
1,337
     
5,321
 
                         
Total operating expenses
   
6,321
     
6,894
     
25,280
 
                         
Operating loss
   
(6,259
)
   
(6,858
)
   
(24,814
)
                         
Financing income
   
52
     
137
     
1,591
 
Financing expenses
   
(905
)
   
(487
)
   
(2,951
)
                         
Financing expenses, net
   
(853
)
   
(350
)
   
(1,360
)
                         
Loss before taxes on income
   
(7,112
)
   
(7,208
)
   
(26,174
)
Taxes on income
   
8
     
6
     
32
 
                         
Loss
 
$
(7,120
)
 
$
(7,214
)
 
$
(26,206
)
                         
Attributable to:
                       
Equity holders of the Company
   
(6,602
)
   
(6,228
)
   
(23,374
)
Non-controlling interests
   
(518
)
   
(986
)
   
(2,832
)
                         
   
$
(7,120
)
 
$
(7,214
)
 
$
(26,206
)
                         
Basic and diluted loss per share
 
$
(0.17
)
 
$
(0.24
)
 
$
(0.83
)
                         
Weighted average number of shares used in computing basic and diluted loss per share
   
38,959,623
     
25,754,297
     
28,158,779
 


CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands

   
Three months ended
March 31,
   
Year ended
December 31,
 
   
2021
   
2020
   
2020
 
   
Unaudited
   
Audited
 
                   
Cash flows from operating activities:
                 
                   
Loss
 
$
(7,120
)
 
$
(7,214
)
 
$
(26,206
)
                         
Adjustments to reconcile loss to net cash used in operating activities:
                       
                         
Adjustments to the profit or loss items:
                       
                         
Depreciation
   
330
     
420
     
1,792
 
Amortization of intangible assets
   
230
     
233
     
935
 
Share-based compensation
   
531
     
1,934
     
4,097
 
Pre-funded warrants issuance expenses
   
-
     
-
     
211
 
Decrease in accrued bank interest
   
12
     
25
     
64
 
Net financing expense
   
886
     
376
     
967
 
Taxes on income
   
8
     
6
     
32
 
                         
     
1,997
     
2,994
     
8,098
 
Changes in asset and liability items:
                       
                         
Decrease (increase) in trade receivables
   
3
     
11
     
(150
)
Decrease (increase) in other receivables
   
719
     
(157
)
   
(1,300
)
Increase in long-term deposits
   
(1
)
   
-
     
-
 
Increase (decrease) in trade payables
   
123
     
(274
)
   
(29
)
Increase (decrease) in employees and payroll accruals
   
(138
)
   
(639
)
   
456
 
Decrease in other payables
   
(255
)
   
(212
)
   
(87
)
Decrease in deferred revenues and other advances
   
(21
)
   
(41
)
   
(339
)
                         
     
430
     
(1,312
)
   
(1,449
)
                         
Cash received (paid) during the period for:
                       
                         
Interest received
   
69
     
112
     
294
 
Interest paid
   
(57
)
   
(50
)
   
(238
)
Taxes paid
   
(8
)
   
(6
)
   
(13
)
                         
Net cash used in operating activities
   
(4,689
)
   
(5,476
)
 
$
(19,514
)
                         
Cash flows from investing activities:
                       
                         
Purchase of property, plant and equipment
   
(183
)
   
(291
)
   
(682
)
Proceeds from sale of marketable securities
   
201
     
1,044
     
2,097
 
Purchase of marketable securities
   
(20,281
)
   
-
     
-
 
Proceeds from (investments in) bank deposits, net
   
(9,500
)
   
2,500
     
8,000
 
                         
Net cash provided by (used in) investing activities
 
$
(29,763
)
 
$
3,253
   
$
9,415
 


CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands

   
Three months ended
March 31,
   
Year ended
December 31,
 
   
2021
   
2020
   
2020
 
   
Unaudited
   
Audited
 
                   
Cash flows from financing activities:
                 
                   
Proceeds from issuance of ordinary shares, net of issuance expenses
   
27,108
     
-
     
18,658
 
Proceeds from issuance of pre-funded warrants
   
-
     
-
     
1,989
 
Proceeds from advances for pre-funded warrants
   
-
     
-
     
9
 
Proceeds from exercise of options
   
445
     
-
     
59
 
Repayment of lease liability
   
(167
)
   
(177
)
   
(639
)
Proceeds from government grants
   
123
     
175
     
320
 
Repayment of government grants
   
(20
)
   
-
     
(22
)
                         
Net cash provided by (used in) financing activities
   
27,489
     
(2
)
   
20,374
 
                         
Exchange rate differences - cash and cash equivalent balances
   
(624
)
   
(512
)
   
1,206
 
                         
Increase (decrease) in cash and cash equivalents
   
(7,587
)
   
(2,737
)
   
11,481
 
                         
Cash and cash equivalents, at the beginning of the period
   
46,229
     
34,748
     
34,748
 
                         
Cash and cash equivalents, at the end of the period
 
$
38,642
   
$
32,011
   
$
46,229
 
                         
Significant non-cash activities
                       
Acquisition of property, plant and equipment
 
$
64
   
$
17
   
$
57
 
                         
Increase (decrease) of right-of-use asset recognized with corresponding lease liability
 
$
162
   
$
-
   
$
(41
)
                         
Exercise of options
 
$
-
   
$
-
   
$
57
 
                         
Ordinary shares issuance expenses
 
$
50
   
$
-
   
$
-