UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F | ☐ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 | | --- | --- | | | OR | | ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | | | For the fiscal year ended December 31, 2025 | | | OR | | ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | | | OR | | ☐ | SHELL COMPANY REPORT PURSUANT TO SECTION ...

Core Insights - Evogene Ltd. will present its pharmaceutical discovery achievements at the BIO-Europe Spring 2026 conference in Lisbon, Portugal, from March 23-25, 2026 [1] - The presentation will focus on technological breakthroughs in AI-driven small-molecule discovery and optimization, particularly through the use of ChemPass AI™ [1] Company Overview - Evogene Ltd. specializes in computational chemistry and the generative design of small molecules for pharmaceutical and agricultural industries [1] - The company's technology, ChemPass AI™, is designed to explore vast chemical spaces and generate novel, highly potent small molecules optimized across multiple critical parameters [1] - Evogene aims to create breakthrough products by integrating scientific innovation with real-world industry needs through strategic partnerships and internal product development [1] Conference Details - Dr. Gabi Tarcic and Dr. Olga Nissan will represent Evogene at the conference, with Dr. Nissan delivering an oral presentation on March 24, 2026 [1] - One-on-one meetings will be available for interested parties to discuss potential collaborations [1]

Financial Data and Key Metrics Changes - Operating expenses net for 2025 decreased to approximately $13.8 million from approximately $22 million in 2024, reflecting a significant reduction in costs [17] - Revenues for 2025 totaled approximately $3.9 million, down from approximately $5.6 million in the previous year, primarily due to lower revenue from AgPlenus [22] - The net loss for 2025 was approximately $7.8 million compared to approximately $18.1 million in the same period last year, indicating improved financial performance [31] Business Line Data and Key Metrics Changes - R&D expenses for 2025 were approximately $8 million, a decrease of approximately $4.5 million compared to 2024, mainly due to reduced expenses in Biomica, Casterra, and AgPlenus [24] - Sales and marketing expenses for 2025 were approximately $1.5 million, down from approximately $2 million in the previous year, reflecting cost-cutting measures [25] - AgPlenus continues to apply ChemPass AI for the development of novel herbicides and fungicides, with expectations for growth through collaborations with Bayer and Corteva [14] Market Data and Key Metrics Changes - Casterra Ag ceased operations in Kenya and is focusing on the Brazilian market, leading to an impairment of approximately $2.2 million related to seed inventory [19] - The agricultural market has seen a decline in demand, affecting Casterra's operations, but there is an expectation of increased collaboration opportunities as the need for innovation grows [41] Company Strategy and Development Direction - The company has shifted its focus to two high-impact markets: human health and agriculture, utilizing the ChemPass AI platform for drug development and ag chemicals [8] - The strategic transformation includes discontinuing non-core activities and resizing the organization to enhance operational efficiency [7] - The long-term goal is to develop a proprietary product pipeline while becoming the partner of choice for small molecule discovery and optimization [15] Management's Comments on Operating Environment and Future Outlook - Management highlighted the importance of strategic partnerships and collaborations to enhance the company's capabilities and market position [12] - The company expects to maintain sufficient cash flow for operations for at least a year and a half, even without additional financial transactions [36] - Management anticipates significant future catalysts, including technology collaborations and partnerships with larger biotech and ag chemical companies [39][41] Other Important Information - The company recognized a gain on the sale of Lavie Bio's assets, amounting to approximately $6.4 million, which contributed to the income from discontinued operations [31] - As of December 31, 2025, the company held approximately $13 million in cash equivalents and short-term bank deposits [21] Q&A Session Summary Question: Can you speak to the terms of the BMC128 license agreement with Lishan Pharmaceuticals? - The agreement includes milestone payments based on the advancement of BMC128 and revenue sharing from the end product [34] Question: Can you speak to the magnitude of cash potentially coming in from Lavie Bio and Biomica? - Expected cash from Lavie Bio and Biomica will satisfy operational needs for at least mid-next year, with sufficient cash for over a year and a half [36] Question: What are the expected investor catalysts over the coming 12 months? - Anticipated catalysts include technology collaborations with companies like Google, additional agreements with biotech and pharma companies, and collaborations with ag chemical companies [39][41]

Financial Data and Key Metrics Changes - Operating expenses net for 2025 decreased to approximately $13.8 million from approximately $22 million in 2024, reflecting a significant reduction in costs [17] - Total operating expenses net for Q4 2025 were approximately $3.2 million, down from approximately $4.3 million in Q4 2024 [17] - Revenues for 2025 totaled approximately $3.9 million, a decrease from approximately $5.6 million in the previous year, primarily due to lower revenue from AgPlenus [22] - Net loss for 2025 was approximately $7.8 million, a decrease from approximately $18.1 million in the previous year, attributed to reduced operating expenses and income from discontinued operations [31] Business Line Data and Key Metrics Changes - AgPlenus, the agriculture subsidiary, continues to apply ChemPass AI for developing novel herbicides and fungicides, with expectations for growth through collaborations with Bayer and Corteva [14] - Casterra Ag ceased operations in Kenya and recorded an impairment of approximately $2.2 million related to seed inventory due to a decline in demand for castor seeds [19][23] - Biomica scaled down operations and entered into a license agreement with Lishan Pharmaceuticals for its lead oncology candidate, BMC128 [18] Market Data and Key Metrics Changes - The agriculture industry has faced negative performance in recent years, impacting collaboration appetites, but there is a growing need for innovation [41] - The company anticipates that cash from Lavie Bio and Biomica will satisfy operational needs for at least the next year and a half [36] Company Strategy and Development Direction - The company has focused its technology development on a single computational engine, ChemPass AI, and streamlined operations to concentrate on human health and agriculture [8] - The mission is to design novel small molecules optimized for drug development and agricultural chemicals, leveraging ChemPass AI's capabilities [7][15] - The company aims to become the partner of choice for small molecule discovery and optimization in both pharma and agriculture sectors [15] Management Comments on Operating Environment and Future Outlook - Management highlighted the strategic transformation to direct resources for sustainable value creation, emphasizing the competitive advantage of ChemPass AI [6][8] - The company expects to scale collaborations and partnerships, enhancing the likelihood of advancing proprietary candidate molecules [12][14] - Management expressed confidence in achieving targets and continuing to update stakeholders on progress [43] Other Important Information - The company recognized a gain on the sale of Lavie Bio's assets, contributing to income from discontinued operations [31] - Cash position as of December 31, 2025, was approximately $13 million, with cash usage during Q4 2025 at approximately $3 million [21][22] Q&A Session Summary Question: Can you speak to the terms of the BMC128 license agreement with Lishan Pharmaceuticals? - The agreement includes milestone payments based on advancing BMC128 in the pipeline and revenue sharing from the end product [34] Question: Can you speak to the magnitude of cash potentially coming in from Lavie Bio and Biomica? - Expected cash from Lavie Bio and Biomica will satisfy operational needs for at least mid-next year, with sufficient cash for over a year and a half [36] Question: What are the expected investor catalysts over the coming 12 months? - Three types of catalysts are anticipated: technology collaborations with companies like Google, additional collaborations with biotech and pharma companies, and collaborations with ag chemical companies [37][41]

Financial Data and Key Metrics Changes - Operating expenses net for 2025 decreased to approximately $13.8 million from approximately $22 million in 2024 [16] - Total operating expenses net for Q4 2025 were approximately $3.2 million, down from approximately $4.3 million in Q4 2024 [16] - Revenues for 2025 totaled approximately $3.9 million, a decrease from approximately $5.6 million in 2024 [21] - Net loss for 2025 was approximately $7.8 million compared to approximately $18.1 million in the previous year [30] - Operating loss for Q4 2025 was approximately $5.2 million, an increase from approximately $3.5 million in Q4 2024 [26] Business Line Data and Key Metrics Changes - Lavie Bio Ltd. completed the sale of the majority of its operations, significantly reducing its operational expenses [17] - Biomica scaled down operations and entered into a license agreement with Lishan Pharmaceuticals for its lead oncology candidate [17] - AgPlenus integrated into core operations, focusing on novel ag chemical products [18] - Casterra Ag ceased operations in Kenya and recorded an impairment of approximately $2.2 million related to its seed inventory [18][22] Market Data and Key Metrics Changes - The demand for castor seeds significantly declined, impacting Casterra's operations [18] - The agriculture industry has faced negative performance, affecting collaboration willingness, but there are signs of improvement [40] Company Strategy and Development Direction - The company has focused on two high-impact markets: human health and agriculture, utilizing ChemPass AI for drug development and ag chemicals [8] - A strategic transformation was initiated to streamline operations and enhance long-term value creation [6] - The mission is to become the partner of choice for small molecule discovery and optimization in pharma and agriculture [14] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the sustainability of reduced expense levels and the potential for cash inflow from Lavie Bio and Biomica [35] - The company anticipates significant future collaborations with technology and pharmaceutical companies, which could serve as catalysts for growth [36][40] Other Important Information - The company held consolidated cash equivalents of approximately $13 million as of December 31, 2025 [20] - Financing income net for 2025 was approximately $0.6 million, a decrease from approximately $4 million in the previous year [26] Q&A Session Summary Question: Can you speak to the terms of the BMC128 license agreement with Lishan Pharmaceuticals? - The agreement includes milestone payments based on advancing BMC128 and revenue sharing from the end product [33] Question: Can you speak to the magnitude of cash potentially coming in from Lavie Bio and Biomica? - Expected cash from Lavie Bio and Biomica will satisfy operational needs for at least mid-next year [35] Question: What are the expected investor catalysts over the coming 12 months? - Three types of catalysts were identified: technology collaborations, additional pharma collaborations, and ag chemical collaborations [36][40]

Core Insights - Evogene Ltd. has reported its financial results for the fourth quarter and full year ended December 31, 2025, highlighting a strategic shift towards its proprietary technology, ChemPass AI™, focusing on small-molecule discovery in the pharmaceutical and agricultural sectors [1][2]. Financial Performance - Revenues for 2025 totaled approximately $3.9 million, down from $5.6 million in 2024, primarily due to lower revenue from AgPlenus and reduced seed sales from Casterra [2][3]. - Operating expenses decreased significantly to approximately $13.8 million in 2025 from $22.0 million in 2024, with fourth-quarter expenses at approximately $3.2 million compared to $4.3 million in the same period of 2024 [2][3]. - The net loss for 2025 was approximately $7.8 million, a decrease from $18.1 million in 2024, attributed to reduced operating expenses and income from discontinued operations [3][4]. Strategic Initiatives - The company has streamlined operations by discontinuing non-core activities and divesting misaligned assets, including the acquisition of Lavie Bio by ICL and the licensing of Biomica's oncology candidate to Lishan Pharmaceuticals [1][2]. - ChemPass AI™ has been advanced through collaborations, including a partnership with Google Cloud, which has enhanced the model's design precision to 90% based on 38 billion structures [1][2]. Market Focus - Evogene is concentrating on two high-impact markets: pharmaceuticals and agriculture, with ChemPass AI™ being utilized for drug discovery and the development of novel herbicides and fungicides [1][2]. - The company aims to maximize the value of its ChemPass AI platform through integrated operations and strategic partnerships, positioning itself for growth in the ag-chemical sector [1][2]. Cash Position - As of December 31, 2025, Evogene held approximately $13.0 million in cash and cash equivalents, with a cash usage of approximately $3.0 million in the fourth quarter [2][3]. - The company expects to sustain reduced expense levels in future periods following its organizational realignment and cost-reduction initiatives [2][3].

Core Insights - Evogene Ltd. has announced a collaboration with Queensland University of Technology (QUT) to develop AI-driven cancer therapeutics aimed at overcoming chemotherapy resistance in lung cancer [1] Company Overview - Evogene Ltd. specializes in computational chemistry and generative design of small molecules for pharmaceutical and agricultural industries [1] - The company's proprietary technology, ChemPass AI™, enhances the design of potent small molecules by optimizing multiple critical parameters, improving success rates while reducing development time and costs [1] Collaboration Details - The partnership focuses on discovering and optimizing novel small molecules to treat chemotherapy and targeted therapy-resistant non-small cell lung cancer (NSCLC) [1] - The collaboration leverages breakthrough findings from Dr. Mark Adams' lab, which identified a druggable cellular detoxification pathway that drives Cisplatin resistance in NSCLC [1] - The collaboration aims to design small-molecule inhibitors to block this resistance mechanism and restore treatment sensitivity [1] Research and Development Focus - The collaboration will refine compound design using biological insights from Dr. Adams' lab integrated into ChemPass AI™ for multi-parameter optimization [1] - ChemPass AI™ will be utilized to generate high-quality chemical leads, prioritizing molecules with strong inhibitory potential and favorable drug-like properties [1] - The research will identify critical mechanisms within Cisplatin-induced detoxification processes that can be therapeutically disrupted [1] Expert Statements - Dr. Mark Adams emphasized the translational potential of the partnership, highlighting the opportunity to accelerate research into real-world outcomes for cancer patients [1] - Dr. Gabi Tarcic from Evogene noted the importance of combining biological insights with advanced AI-driven drug design capabilities to address chemotherapy resistance [1]

Core Insights - Evogene, Systasy, and LMU University Hospital Munich have announced a collaboration to develop novel therapies for neutrophil-derived inflammatory diseases, supported by a pan-European EUREKA grant [1][2][3] - The collaboration aims to address the unmet need for safe and effective treatments for inflammatory bowel disease (IBD) and other hyper-inflammatory diseases driven by dysregulated neutrophil activity [1][2] - The project leverages the expertise of each partner, with Evogene leading small-molecule drug discovery using its ChemPass AI™ generative engine, while Systasy will enhance its PathwayProfiler™ platform for profiling stem cell-derived neutrophils [1][2][3] Company Contributions - Evogene will utilize its proprietary ChemPass AI™ to design, optimize, and prioritize novel inhibitors, integrating computational design with high-throughput experimental validation in collaboration with the Weizmann Institute of Science [1][2] - Systasy will expand its PathwayProfiler™ platform to generate high-dimensional functional data for validating Evogene's AI-designed inhibitors, enhancing the drug discovery process [1][2][3] - LMU University Hospital, led by Prof. Christoph Klein, will apply advanced stem cell biology and precision diagnostics to validate lead compounds and support biomarker discovery [1][2][3] Industry Context - The collaboration addresses a significant global health issue, as hundreds of millions are affected by inflammatory and immune-mediated diseases where neutrophils play a key pathogenic role [1][2] - Current therapies do not directly target neutrophils, highlighting the need for innovative treatment approaches that can modulate excessive neutrophil-driven inflammation [1][2] - The integration of AI-driven discovery with clinical insights aims to advance therapeutic concepts with clear clinical and commercial potential, reflecting a trend towards personalized medicine in immunology [1][2][3]

Core Viewpoint - Evogene Ltd. has announced a warrant inducement transaction that will generate approximately $3.4 million in gross proceeds through the immediate exercise of existing warrants, aimed at enhancing its working capital and supporting general corporate purposes [1]. Group 1: Warrant Inducement Transaction - The company entered into a warrant inducement agreement with an existing institutional investor for the immediate exercise of Series A and Series B ordinary warrants, allowing the purchase of up to 1,692,308 ordinary shares each [1]. - The existing warrants will be exercised at a reduced price of $1.00 per share, resulting in total gross cash proceeds of approximately $3.4 million before expenses [1]. - In exchange for the immediate exercise of the existing warrants, the investor will receive new Series A-1 and Series B-1 unregistered warrants, each allowing the purchase of up to 2,538,462 ordinary shares at an exercise price of $1.25 per share [1]. Group 2: Use of Proceeds and Financial Advisory - The net proceeds from the transaction are intended for working capital and other general corporate purposes [1]. - A.G.P./Alliance Global Partners is acting as the sole financial advisor for this transaction [1]. Group 3: Regulatory and Compliance Information - The new warrants were offered in a private placement under an exemption from the registration requirements of the Securities Act of 1933, and the company plans to file a registration statement with the SEC for the resale of ordinary shares upon exercise of the new warrants [1].

Core Insights - Evogene Ltd. has appointed Prof. John J. Irwin and Prof. Dan T. Major to its Scientific Advisory Board, enhancing its scientific leadership and supporting the advancement of ChemPass AI™ for drug and ag-chemical discovery [1][2][3] Company Overview - Evogene Ltd. is a leading computational chemistry company focused on AI-driven discovery and design of novel small molecules for the pharmaceutical and agricultural industries [7] - The company's proprietary generative AI engine, ChemPass AI™, is designed to generate highly potent, novel molecular candidates optimized across multiple critical parameters, improving success rates and reducing development time and costs [8][9] Scientific Advisory Board Contributions - Prof. John J. Irwin is recognized for his work in ligand discovery and virtual screening, having created widely used resources such as ZINC and DOCK, with over 35,000 citations [4] - Prof. Dan T. Major specializes in multiscale molecular modeling, integrating quantum mechanics and AI to accelerate drug discovery and ag-chemical development, with over 150 peer-reviewed publications [5] - Both professors will provide strategic guidance to ensure the accuracy, robustness, scalability, and applicability of ChemPass AI™ in real-world discovery programs [3][6] Strategic Goals - The appointments align with Evogene's Real-World Innovation approach, integrating deep scientific understanding with practical requirements in pharmaceutical and ag-chemical R&D [3] - The company aims to translate computational innovation into tangible value for the drug and ag-chemical industries through strategic partnerships and internal product development [9]