Evogene Ltd.

Recent Developments

Business Updates Concerning Evogene and its Subsidiaries

On July 22, 2026, we and ELEO Inc., a South Korean biotechnology company focused on developing innovative therapies for chronic and difficult-to-treat diseases, announced a strategic scientific collaboration to discover and develop next-generation oral small-molecule inhibitors targeting the PCSK9 pathway for the treatment of hyperlipidemia and cardiovascular diseases. Under the collaboration, we will utilize our proprietary ChemPass AI™ platform, our advanced computational chemistry engine designed for generative molecular design, to create, optimize, and prioritize novel small-molecule candidates based on critical drug development parameters, including oral potency, bioavailability, selectivity, and drug-like properties. ELEO will contribute its proprietary biological expertise, including target validation capabilities, PCSK9 expression suppression models, and screening platforms, to experimentally validate and refine computationally designed candidates.

On July 8, 2026, we announced a joint initiative to accelerate AI-driven small molecule drug discovery originating from Israel’s academic research ecosystem, with the Tel Aviv University’s Blavatnik Center for Drug Discovery.

On June 24, 2026, we announced a major milestone in our collaboration with Google Cloud, advancing ChemPass AI™ toward autonomous small molecule discovery and optimization. This milestone marks the integration of agentic computational systems within Evogene’s ChemPass AI™ platform, designed to rapidly and efficiently identify key success requirements at the earliest stages of small-molecule development.

On May 18, 2026, we announced that our subsidiary Ag Plenus and Bayer Ag decided to discontinue their herbicide development project effective as of that date, following determination that the target protein did not meet the required product criteria. Under the terms of the termination, all assets licensed to Bayer under the collaboration, including the APTH1 protein target and associated active molecules, reverted to AgPlenus.

Dissident Shareholders

Subsequent to our 2026 annual general meeting of shareholders convened on September 4, 2026, two of our shareholders, L.I.A. Pure Capital Ltd. and Invest Pro Shukai Hon Ltd., or the dissident shareholders**,**which had proposed a competing slate of directors at that meeting (which slate was not elected by our shareholders at the meeting) asserted various claims concerning the voting results of the meeting, as we had published in our Report of Foreign Private Issuer on Form 6-K furnished to the SEC on September 4, 2026. Furthermore, on September 8, 2026, the dissident shareholders served notice to our company of their intention to initiate a special tender offer pursuant to Section 328 of the Israeli Companies Law, 5759-1999. We are currently conducting discussions with the dissident shareholders with a view to resolving these matters.

Nasdaq Compliance Update; Reverse Share Split

On April 2, 2026, we reported that we received a letter from the Nasdaq Stock Market LLC, or Nasdaq, indicating that we were not then in compliance with Nasdaq Listing Rule 5550(a)(2), as our closing bid price for our ordinary shares had been below $1.00 per share for 30 consecutive business days. According to the letter, we were given until September 28, 2026 to regain compliance with the minimum bid price requirement. On September 9, 2026, we approached Nasdaq and requested an additional 180-day period to regain compliance with that requirement. We indicated our intention to cure the bid price deficiency during the additional 180-day compliance period by effecting a reverse share split, if necessary. Our shareholders approved such a reverse share split, pursuant to Proposal 3 at our 2026 annual general meeting of shareholders held on September 4, 2026 (which provided a framework for a reverse share split of the Company’s ordinary shares at a ratio in a range between 1-for-2 and 1-for-15 (inclusive), to be effected at the discretion of, and at such ratio and on such dates as shall be determined by, our board of directors, within 18 months of that shareholder meeting). As of the date of this OFRP, we await the response of Nasdaq to that request.