Industry Insights - Zymoseptoria tritici is a significant cause of wheat crop loss globally, with over 70% of fungicides in Europe targeting this fungus, representing a market exceeding 1.2 billion euros annually [1] - The increasing resistance of fungi to existing fungicides highlights the urgent need for new modes of action (MoA) in crop protection [1] Company Developments - AgPlenus has initiated a Zymoseptoria program using the TargetSelector™ tool to identify essential target proteins for the fungus, followed by the PointHit™ tool to discover chemical inhibitors [2] - Preliminary results from greenhouse trials indicate the efficacy of the identified molecules in managing Zymoseptoria, prompting the program to advance to the optimization phase using the ActiveSearch™ tool [3] - Dr. Dan Gelvan, CEO of AgPlenus, expressed optimism regarding the program's progress and the timely identification of novel targets amid rising fungicide resistance [4] - AgPlenus aims to develop innovative and sustainable crop protection solutions, leveraging predictive biology and artificial intelligence through its ChemPass AI tech-engine [5] Parent Company Overview - Evogene Ltd. is a computational biology company focused on life-science product development, utilizing advanced technologies to enhance success rates while reducing costs [6] - Evogene operates three tech-engines: MicroBoost AI, ChemPass AI, and GeneRator AI, each targeting different components for product discovery [6] - The company collaborates with various subsidiaries to develop products across multiple sectors, including ag-biologicals and ag-chemicals [7]

Financial Performance - Total revenues for the first nine months of 2024 were approximately $6.9 million, an increase of 35.3% from approximately $5.1 million in the same period of 2023[11]. - Revenues for Q3 2024 were approximately $1.8 million, a decrease of 52.6% compared to approximately $3.8 million in Q3 2023, primarily due to a $2.5 million licensing fee recognized in Q3 2023[5]. - The net loss for the first nine months of 2024 was approximately $18.0 million, a slight improvement from a net loss of approximately $18.6 million in the same period of the previous year[60]. - The net loss for the third quarter of 2024 was approximately $8.2 million, compared to approximately $3.9 million in the same period of the previous year, indicating a $4.3 million increase in net loss due to decreased revenues and increased expenses[60]. - Gross profit for the nine months ended September 30, 2024, was $4,972,000, compared to $3,768,000 in the same period of 2023, indicating a gross profit margin improvement[78]. - The basic and diluted loss per share attributable to equity holders of the company for the nine months ended September 30, 2024, was $(3.17), compared to $(3.91) for the same period in 2023[78]. Expenses and Liabilities - General and administrative expenses for the first nine months of 2024 increased to approximately $6.1 million from approximately $4.8 million in the same period of 2023[30]. - Financing expenses, net for the first nine months of 2024 were approximately $0.38 million, compared to financing income of approximately $0.23 million in the same period of 2023[35]. - Operating loss for the first nine months of 2024 was approximately $17.6 million, a decrease from approximately $18.9 million in the same period of 2023[55]. - Research and development expenses for the first nine months of 2024 were approximately $13.2 million, a decrease from approximately $15.2 million in the same period of 2023[54]. - The total liabilities increased significantly to $23.3 million as of September 30, 2024, compared to $6.9 million at the end of 2023[66]. - The company incurred transaction costs and financial expenses of approximately $1.5 million related to warrants issued in a recent transaction[60]. Cash Flow and Assets - Cash usage during Q3 2024 was approximately $5.7 million, with projected cash usage for 2024 expected to be approximately $8.0 - $10.0 million, a decrease of 20% - 36% from approximately $12.5 million in 2023[53]. - Cash and cash equivalents decreased to $11.3 million as of September 30, 2024, down from $20.8 million at the end of 2023[66]. - Total current assets decreased to $25.4 million as of September 30, 2024, compared to $34.5 million at the end of 2023[66]. - The company reported cash used in operating activities of $14.5 million for the nine months ended September 30, 2024, compared to $15.7 million for the same period in 2023[68]. - The company reported a net cash provided by financing activities of $4,216,000 for the nine months ended September 30, 2024, compared to $18,299,000 in the same period of 2023[81]. Future Outlook and Strategic Initiatives - The company anticipates continued revenue growth in Q4 2024, mainly based on Casterra's forecast for seed-order supply[29]. - The company anticipates continued revenue growth for 2024, supported by ongoing investments in novel products and applications[74]. - The integration with Google Cloud is expected to enhance the company's capabilities and value proposition in the market[74]. - The company is focusing on enhancing its AI tech-engines and expanding its collaboration with Google Cloud to develop a generative AI foundation model for small molecule design[15]. - Evogene has established three tech-engines: MicroBoost AI, ChemPass AI, and GeneRator AI, focusing on product development in microbiomes, small molecules, and genetic elements respectively[70]. - The company is advancing its subsidiaries, including Lavie Bio and Casterra Ag, to develop microbiome-based ag-biologicals and superior castor seed varieties[62]. Fundraising Activities - The company completed a fundraising totaling $5.5 million in gross proceeds in August 2024[7].

Conference call and webcast: today, November 21, 2024, 9:00 am ETFinancial Highlights: In the first nine months of 2024, total revenues reached approximately $6.9 million, compared to approximately $5.1 million in the first nine months of 2023. In Q3 2024, total revenues reached approximately $1.8 million, compared to approximately $3.8 million in Q3 2023. The revenues in Q3 2024 are mainly based on Casterra's seed sales. The revenues in Q3 2023 included a license fee payment of $2.5 million received by Lav ...

Industry Overview - Downy mildew is a significant foliar disease affecting grapes, causing yield losses of up to 75% in key growing regions [1] - The global fungicide market is valued at over $24.5 billion in 2024 and is projected to grow to $33.27 billion by 2028, with a compound annual growth rate (CAGR) of 7.9% [2] - There is a rising public interest in environmentally friendly farming practices and concerns about fungal resistance to chemical solutions, leading to a preference for ag-biologicals like LAV321 [1] Company Insights - Lavie Bio conducted field trials for LAV321 targeting downy mildew and late blight in tomatoes, achieving an average efficacy rate exceeding 60%, comparable to traditional copper products [2] - LAV321 was developed through Lavie Bio's Biology Driven Design (BDD) platform, utilizing Evogene's MicroBoost AI technology, aimed at enhancing productivity and sustainability in Integrated Pest Management (IPM) practices [3] - CEO Amit Noam expressed satisfaction with LAV321's performance, achieving a target efficacy of 70% against downy mildew and entering the pre-commercial stage with regulatory processes to begin [4] - Lavie Bio, a subsidiary of Evogene Ltd., focuses on improving food quality and agricultural productivity through microbiome-based ag-biological products [5] Technological Advancements - Evogene employs three unique tech-engines, including MicroBoost AI, to develop life-science based products, enhancing the probability of success while reducing development time and costs [6] - The tech-engines are utilized by Evogene's subsidiaries to develop various products, including ag-biologicals by Lavie Bio [7]

Yalos® is comprised of two novel microbes that together improve early vigor, biomass, root and shoot development, and nutrient availability. It aims to improve emergence and establishment and increase farm productivity through advanced biological technologies. Currently, Yalos® is sold in North America as a seed-treatment for spring and winter wheat, durum and barley, distributed in Canada by Winfield United and in the US directly by Lavie Bio. As of spring 2025, Lavie Bio intends Yalos® to be commercially ...

The collaboration has the power to foster breakthroughs in small molecule innovation for life science-based productsREHOVOT, Israel, Oct. 31, 2024 /PRNewswire/ -- Evogene Ltd. (NASDAQ: EVGN) (TASE: EVGN), a leading computational biology company aiming to revolutionize life-science-based product discovery and development, today announced a collaboration with Google Cloud to develop a cutting-edge foundation model for generative small molecule de novo design, propelling Evogene's ChemPass AI tech-engine to ne ...

This shipment of castor seeds, developed by Casterra and produced in Kenya, is the first to complete the entire cultivation and processing cycle in Kenya. The company is now focused on preparing upcoming shipments, which will be delivered to its customers over the coming months. Currently, approximately 700 additional hectares are sown with Casterra's premium varieties in Kenya, with harvest expected later this year and into early 2025. The castor seeds in this shipment were cultivated by experienced local ...

Following a successful first year, Israel Innovation Authority (IIA) approved financing second year of collaboration HAZEVA and REHOVOT, Israel, Oct. 8, 2024 /PRNewswire/ -- Watershed AC ("Watershed", formerly Colors Farm Ltd.), a cutting-edge company in sustainable aquaculture and biotech and Evogene Ltd. ("Evogene") (NASDAQ: EVGN)(TASE: EVGN), a leading computational biology company aiming to revolutionize lifescience-based product discovery and development, together with Ben-Gurion University (BGU), a re ...

As filed with the U.S. Securities and Exchange Commission on September 19, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EVOGENE LTD. (Exact name of Registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Israel 2870 N/A (I.R.S. Employer Identification No.) 13 Gad Feinstein Street, Park Re ...

[Consolidated Interim Statements of Financial Position](index=2&type=section&id=Consolidated%20Interim%20Statements%20of%20Financial%20Position) [Financial Position Overview](index=2&type=section&id=Financial%20Position%20Overview) Total assets decreased to **$40,968 thousand** by June 30, 2024, from **$51,101 thousand**, mainly due to lower cash and property Consolidated Interim Statements of Financial Position (U.S. dollars in thousands) | Item | June 30, 2024 (Unaudited) | December 31, 2023 | | :---------------------------- | :------------------------ | :---------------- | | **CURRENT ASSETS:** | | | | Cash and cash equivalents | $ 9,484 | $ 20,772 | | Short-term bank deposits | 11,424 | 10,291 | | Trade receivables | 376 | 357 | | Other receivables and prepaid | 3,696 | 2,973 | | Inventories | 794 | 76 | | **Total Current Assets** | **25,774** | **34,469** | | **LONG-TERM ASSETS:** | | | | Long-term deposits and other | 30 | 28 | | Investment accounted for | 100 | - | | Right-of-use-assets | 729 | 980 | | Property, plant and equipment | 1,650 | 2,455 | | Intangible assets, net | 12,685 | 13,169 | | **Total Long-Term Assets** | **15,194** | **16,632** | | **TOTAL ASSETS** | **$ 40,968** | **$ 51,101** | | **CURRENT LIABILITIES:** | | |\ | Trade payables | $ 957 | $ 1,785 | | Employees and payroll accruals| 2,333 | 2,537 | | Lease liability | 558 | 853 |\ | Liabilities in respect of | 681 | 388 | | Deferred revenues and other | 548 | 362 | | Convertible SAFE | 10,392 | - | | Other payables | 816 | 1,019 | | **Total Current Liabilities** | **16,285** | **6,944** | | **LONG-TERM LIABILITIES:** | | |\ | Lease liability | 252 | 285 | | Liabilities in respect of | 4,247 | 4,426 | | Deferred revenues and other | 244 | 393 | | Convertible SAFE | - | 10,368 | | **Total Long-Term Liabilities**| **4,743** | **15,472** | | **SHAREHOLDERS' EQUITY:** | | |\ | Ordinary shares | 287 | 286 | | Share premium and other | 269,648 | 269,353 | | Accumulated deficit | (266,868) | (257,586) | | Equity attributable to equity | 3,067 | 12,053 | | Non-controlling interests | 16,873 | 16,632 | | **Total Equity** | **19,940** | **28,685** | | **TOTAL LIABILITIES AND EQUITY**| **$ 40,968** | **$ 51,101** | [Consolidated Interim Statements of Profit or Loss](index=3&type=section&id=Consolidated%20Interim%20Statements%20of%20Profit%20or%20Loss) [Profit or Loss Overview](index=3&type=section&id=Profit%20or%20Loss%20Overview) Revenues increased to **$5,104 thousand** for six months ended June 30, 2024, narrowing operating loss to **$(10,188) thousand** Consolidated Interim Statements of Profit or Loss (U.S. dollars in thousands) | Item | Six months June 30, 2024 (Unaudited) | Six months June 30, 2023 (Unaudited) | | :---------------------------------------------------------------- | :----------------------------------- | :----------------------------------- | | Revenues | $ 5,104 | $ 1,295 | | Cost of revenues | 847 | 783 | | **Gross profit** | **4,257** | **512** | | Operating expenses: | | | | Research and development, net | 8,817 | 10,169 | | Sales and marketing | 1,920 | 1,728 | | General and administrative | 3,184 | 3,312 | | Other expenses | 524 | - | | **Total operating expenses, net** | **14,445** | **15,209** | | **Operating loss** | **(10,188)** | **(14,697)** | | Financing income | 667 | 699 | | Financing expenses | (288) | (785) | | **Financing income (expenses), net** | **379** | **(86)** | | Share of loss of an associate | (20) | - | | **Loss before taxes on income** | **(9,829)** | **(14,783)** | | Taxes on income (tax benefit) | 1 | (24) | | **Loss** | **$ (9,830)** | **$ (14,759)** | | Attributable to: | | | | Equity holders of the Company | $ (9,282) | $ (13,294) | | Non-controlling interests | (548) | (1,465) | | **Total Loss** | **$ (9,830)** | **$ (14,759)** | | Basic and diluted loss per share, attributable to equity holders | $ (1.82) | $ (3.18) | | Weighted average number of ordinary shares used in computing loss | 5,087,029 | 4,177,554 | [Consolidated Interim Statements of Changes in Equity](index=5&type=section&id=Consolidated%20Interim%20Statements%20of%20Changes%20in%20Equity) [Equity Changes Overview](index=5&type=section&id=Equity%20Changes%20Overview) Total equity decreased to **$19,940 thousand** by June 30, 2024, from **$28,685 thousand**, primarily due to a net loss Consolidated Interim Statements of Changes in Equity (U.S. dollars in thousands) - Six months ended June 30, 2024 | Item | Share capital | Share premium and other capital reserves | Accumulated deficit | Total (Equity holders) | Non-controlling interests | Total equity | | :---------------------------------------------------------------- | :------------ | :--------------------------------------- | :------------------ | :--------------------- | :------------------------ | :----------- | | Balance as of January 1, 2024 | $ 286 | $ 269,353 | $ (257,586) | $ 12,053 | $ 16,632 | $ 28,685 | | Loss | - | - | (9,282) | (9,282) | (548) | (9,830) | | Issuance of ordinary shares, net of issuance expenses | 1 | 85 | - | 86 | - | 86 | | Forfeiture of non-controlling interests regarding share-based comp| - | 22 | - | 22 | (22) | - | | Share-based compensation and RSUs | - | 188 | - | 188 | 811 | 999 | | Balance as of June 30, 2024 | $ 287 | $ 269,648 | $ (266,868) | $ 3,067 | $ 16,873 | $ 19,940 | Consolidated Interim Statements of Changes in Equity (U.S. dollars in thousands) - Six months ended June 30, 2023 | Item | Share capital | Share premium and other capital reserves | Accumulated deficit | Total (Equity holders) | Non-controlling interests | Total equity | | :---------------------------------------------------------------- | :------------ | :--------------------------------------- | :------------------ | :--------------------- | :------------------------ | :----------- | | Balance as of January 1, 2023 | $ 235 | $ 261,402 | $ (233,707) | $ 27,930 | $ 6,860 | $ 34,790 | | Loss | - | - | (13,294) | (13,294) | (1,465) | (14,759) | | Issuance of ordinary shares, net of issuance expenses | 2 | 334 | - | 336 | - | 336 | | Forfeiture of non-controlling interests regarding share-based comp| - | 69 | - | 69 | (69) | - | | Issuance of a subsidiary ordinary shares to the Company | - | (809) | - | (809) | 809 | - | | Issuance of a subsidiary preferred shares to non-controlling interests| - | (238) | - | (238) | 9,761 | 9,523 | | Share-based compensation and RSUs | - | 294 | - | 294 | 925 | 1,219 | | Balance as of June 30, 2023 | $ 237 | $ 261,052 | $ (247,001) | $ 14,288 | $ 16,821 | $ 31,109 | [Consolidated Interim Statements of Cash Flows](index=7&type=section&id=Consolidated%20Interim%20Statements%20of%20Cash%20Flows) [Cash Flow Overview](index=7&type=section&id=Cash%20Flow%20Overview) Net cash used in operating activities decreased to **$(9,565) thousand**, with financing activities shifting to a net cash use Consolidated Interim Statements of Cash Flows (U.S. dollars in thousands) | Cash Flow Activity | Six months June 30, 2024 (Unaudited) | Six months June 30, 2023 (Unaudited) | | :---------------------------------------------------------------- | :----------------------------------- | :----------------------------------- | | **Cash flows from operating activities:** | | | | Loss | $ (9,830) | $ (14,759) | | Adjustments to reconcile loss to net cash used in operating activities: | | | | Depreciation | 800 | 807 | | Amortization of intangible assets | 484 | 481 | | Share-based compensation | 999 | 1,219 | | Revaluation of convertible SAFE | 24 | 220 | | Net financing expenses (income) | (222) | 6 | | Loss (gain) from sale of property, plant and equipment | 524 | (26) | | Share of loss of an associate | 20 | - | | Taxes on income (tax benefit) | 1 | (24) | | Changes in asset and liability items: | | | | Decrease (increase) in trade receivables | (19) | 170 | | Decrease (increase) in other receivables | (725) | 84 | | Decrease (increase) in inventories | (718) | 317 | | Increase (decrease) in trade payables | (762) | 26 | | Increase (decrease) in employees and payroll accruals | (204) | 172 | | Decrease in other payables | (214) | (162) | | Decrease in deferred revenues and other advances | (84) | (73) | | Interest received | 402 | 283 | | Interest paid | (41) | (66) | | Taxes paid | - | (10) | | **Net cash used in operating activities** | **$ (9,565)** | **$ (11,335)** | | **Cash flows from investing activities:** | | | | Purchase of property, plant and equipment | (172) | (483) | | Proceeds from sale of marketable securities | - | 6,924 | | Purchase of marketable securities | - | (503) | | Proceeds from sale of property, plant and equipment | 10 | 26 | | Investment in short term bank deposits, net | (990) | (13,560) | | **Net cash used in investing activities** | **$ (1,152)** | **$ (7,596)** | | **Cash flows from financing activities:** | | | | Issuance of a subsidiary preferred shares to non-controlling interests | - | 9,523 | | Proceeds from issuance of ordinary shares, net of issuance expenses | 86 | 336 | | Repayment of lease liability | (462) | (413) | | Proceeds from government and other grants | - | 1,089 | | Repayment of government grants | (142) | (35) | | **Net cash provided by (used in) financing activities** | **(518)** | **10,500** | | Exchange rate differences - cash and cash equivalent balances | (53) | (316) | | **Decrease in cash and cash equivalents** | **(11,288)** | **(8,747)** | | Cash and cash equivalents, beginning of the period | 20,772 | 28,980 | | **Cash and cash equivalents, end of the period** | **$ 9,484** | **$ 20,233** | [Notes to Consolidated Interim Financial Statements](index=9&type=section&id=Notes%20to%20Consolidated%20Interim%20Financial%20Statements) [NOTE 1: - GENERAL](index=9&type=section&id=NOTE%201%3A%20-%20GENERAL) Evogene is an **AI-driven computational biology company** with operating losses, seeking to finance operations through capital raising - Evogene is a computational biology company utilizing **AI-driven tech-engines (MicroBoost AI, ChemPass AI, GeneRator AI)** to develop life-science products, focusing on microbes, small molecules, and genetic elements[14](index=14&type=chunk) - The company incurred **operating losses of $10,188 thousand and $14,697 thousand** for the six months ended June 30, 2024 and 2023, respectively, and plans to finance operations through capital raising and collaborations[16](index=16&type=chunk) - Evogene established Finally Foods Ltd., an AI-driven company specializing in molecular farming for sustainable alternative proteins, holding approximately **40% of its share capital**[15](index=15&type=chunk) - Casterra Ag Ltd. received orders totaling **$9,100 thousand and $2,200 thousand in June 2023**, and an additional **$440 thousand order in June 2024**, for the sale of castor varieties for biofuel production[23](index=23&type=chunk) - The company engaged in several equity financing activities: issued **320 ordinary shares for $3 thousand in January 2024** via ATM offering, sold **850,000 ordinary shares for $8,500 thousand in a July 2023** registered direct offering, and issued **10,000 ordinary shares for $85 thousand in May 2024** through a new ATM agreement[26](index=26&type=chunk)[27](index=27&type=chunk)[28](index=28&type=chunk) - Evogene's operations are segmented into **Agriculture** (Evogene, Lavie Bio, AgPlenus), **Human** (Biomica, Canonic), and **Industrial** (Casterra Ag)[28](index=28&type=chunk) [NOTE 2: - SIGNIFICANT ACCOUNTING POLICIES](index=12&type=section&id=NOTE%202%3A%20-%20SIGNIFICANT%20ACCOUNTING%20POLICIES) Interim financial statements follow IAS 34 and IFRS, with **IFRS 18** introducing new presentation rules effective **January 1, 2027** - Interim consolidated financial statements are prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting,' and International Financial Reporting Standards ('IFRS') as issued by the IASB[30](index=30&type=chunk)[31](index=31&type=chunk) - IFRS 18, 'Presentation and disclosure in Financial Statements,' was issued in April 2024, replacing IAS 1, and introduces new requirements for presentation within the statement of profit or loss and disclosure of management-defined performance measures, effective January 1, 2027[33](index=33&type=chunk) [NOTE 3: - REVENUE FROM CONTRACTS WITH CUSTOMERS](index=13&type=section&id=NOTE%203%3A%20-%20REVENUE%20FROM%20CONTRACTS%20WITH%20CUSTOMERS) Total revenues for six months ended June 30, 2024, increased to **$5,104 thousand**, mostly recognized at a point in time Disaggregation of Revenue (U.S. dollars in thousands) | Timing of Revenue Recognition | Six months June 30, 2024 (Unaudited) | Six months June 30, 2023 (Unaudited) | | :---------------------------- | :----------------------------------- | :----------------------------------- | | Revenue recognized at a point in time | $ 3,849 | $ 496 | | Revenue recognized over time | 1,255 | 799 | | **Total Revenues** | **$ 5,104** | **$ 1,295** | [NOTE 4: - OTHER RECEIVABLES AND PREPAID EXPENSES](index=13&type=section&id=NOTE%204%3A%20-%20OTHER%20RECEIVABLES%20AND%20PREPAID%20EXPENSES) Other receivables and prepaid expenses increased to **$3,696 thousand** by June 30, 2024, due to higher suppliers' advances Other Receivables and Prepaid Expenses (U.S. dollars in thousands) | Item | June 30, 2024 | December 31, 2023 | | :------------------------ | :------------ | :---------------- | | Government authorities | $ 236 | $ 226 | | Grant receivables | - | 88 | | Prepaid expenses | 851 | 909 | | Suppliers advances (*) | 2,294 | 1,617 | | Other | 315 | 133 | | **Total** | **$ 3,696** | **$ 2,973** | - Suppliers' advances, primarily for castor seed growing services for Casterra Ag Ltd., increased from **$1,617 thousand at December 31, 2023**, to **$2,294 thousand at June 30, 2024** The estimation of potentially non-recoverable advances considers factors like geographic location, age of balance, supplier financial condition, and past experience[36](index=36&type=chunk) [NOTE 5: - LIABILITIES IN RESPECT OF GOVERNMENT GRANTS](index=13&type=section&id=NOTE%205%3A%20-%20LIABILITIES%20IN%20RESPECT%20OF%20GOVERNMENT%20GRANTS) Government grant liabilities increased to **$4,928 thousand** by June 30, 2024, with significant accumulated grants and repayments Liabilities in Respect of Government Grants (U.S. dollars in thousands) | Item | June 30, 2024 (Unaudited) | December 31, 2023 (Audited) | | :--------------------------------- | :------------------------ | :-------------------------- | | Balance at January 1, | $ 4,814 | $ 4,744 | | Grants received or to be received | 74 | 66 | | Royalties paid | (142) | (73) | | Amounts recorded in profit or loss | 182 | 77 | | **Balance at June 30 / December 31** | **$ 4,928** | **$ 4,814** | - The Company received research and development grants from the Israel Innovation Authority ('IIA') and is obligated to pay royalties of 3%-4% of revenues derived from financed projects, up to 100% of grants received As of June 30, 2024, accumulated grants amounted to **$9,223 thousand**, with **$3,741 thousand repaid**[37](index=37&type=chunk) [NOTE 6: - FINANCIAL INSTRUMENTS](index=14&type=section&id=NOTE%206%3A%20-%20FINANCIAL%20INSTRUMENTS) Short-term financial instruments' fair values approximate carrying amounts; SAFE agreement uses **Level 3 fair value hierarchy** - The carrying amounts of cash and cash equivalents, short-term investments, other receivables, trade payables, and other payables approximate their fair values due to their short-term maturities[38](index=38&type=chunk) - The fair value of liabilities in respect of government grants and lease liabilities is measured using a discount rate that reflects the applicable market rate of interest at the date the grants are received or the IBR of interest at the contract date, respectively[38](index=38&type=chunk) - The fair value measurement of the SAFE agreement is based on the weighted average value of various scenarios regarding Lavie Bio Ltd.'s estimated enterprise value, using the income approach, and is considered to be **Level 3 fair value hierarchy**[39](index=39&type=chunk) [NOTE 7: - SHARE- BASED COMPENSATION](index=14&type=section&id=NOTE%207%3A%20-%20SHARE-%20BASED%20COMPENSATION) Total share-based compensation expense was **$999 thousand** for six months ended June 30, 2024, for equity holders and non-controlling interests Share-Based Compensation Expenses (U.S. dollars in thousands) | Item | Six months June 30, 2024 (Unaudited) | Six months June 30, 2023 (Unaudited) | | :--------------------------------------------------- | :----------------------------------- | :----------------------------------- | | Share-based compensation - Attributable to equity holders | $ 188 | $ 294 | | Share-based compensation - Attributable to non-controlling interests | 811 | 925 | | **Total** | **$ 999** | **$ 1,219** | Evogene Share Options Activity | Item | 2024 Number of options | 2024 Weighted average exercise prices ($) | 2023 Number of options | 2023 Weighted average exercise prices ($) | | :------------------------ | :--------------------- | :---------------------------------------- | :--------------------- | :---------------------------------------- | | Outstanding on January 1, | 397,452 | 28.8 | 403,602 | 41.7 | | Granted | 13,300 | 7.0 | 47,100 | 7.1 | | Exercised | - | - | - | - | | Forfeited/Expired | (2,938) | 121.1 | (36,211) | 42.4 | | Outstanding on June 30, | 407,814 | 26.5 | 414,491 | 35.7 | | Exercisable at June 30, | 314,648 | 30.7 | 275,770 | 46.8 | Evogene RSUs Activity | Item | 2024 Number of RSUs | 2024 Weighted average grant date fair value | 2023 Number of RSUs | 2023 Weighted average grant date fair value | | :------------------------ | :------------------ | :------------------------------------------ | :------------------ | :------------------------------------------ |\ | Outstanding on January 1, | 41,420 | 12.4 | 19,658 | 25.5 | | Granted | 1,300 | 9.7 | 33,260 | 7.5 | | Vested | (7,127) | 14.8 | (3,153) | 26.1 | | Forfeited/Expired | (112) | 7.5 | (1,200) | 30.4 | | Outstanding on June 30, | 35,481 | 11.8 | 48,565 | 13.0 | Subsidiaries' Share Options Activity | Item | 2024 Number of options | 2024 Weighted average exercise prices ($) | 2023 Number of options | 2023 Weighted average exercise prices ($) | | :------------------------ | :--------------------- | :---------------------------------------- | :--------------------- | :---------------------------------------- | | Outstanding on January 1, | 2,531,134 | 1.63 | 2,273,489 | 1.72 | | Granted | 138,500 | 1.46 | 546,839 | 1.87 | | Exercised | (5,000) | 0.19 | - | - | | Forfeited/Expired | (748,576) | 0.21 | (473,932) | 3.15 | | Outstanding on June 30, | 1,916,058 | 2.17 | 2,346,396 | 1.46 | | Exercisable at June 30, | 1,037,638 | 2.01 | 1,390,561 | 0.94 | Total Compensation Cost by Expense Category (U.S. dollars in thousands) | Expense Category | Six months June 30, 2024 (Unaudited) | Six months June 30, 2023 (Unaudited) | | :---------------------------- | :----------------------------------- | :----------------------------------- | | Cost of revenues | $ 15 | $ - | | Research and development, net | 232 | 469 | | Sales and marketing | 345 | 297 | | General and administrative | 407 | 453 | | **Total** | **$ 999** | **$ 1,219** | [NOTE 8: - OPERATING SEGMENTS](index=17&type=section&id=NOTE%208%3A%20-%20OPERATING%20SEGMENTS) Evogene operates in **Agriculture**, **Human**, and **Industrial** segments, with Agriculture generating the highest revenue - Evogene operates in three segments: **Agriculture** (seed traits, ag-chemical, ag-biological products), **Industry** (improved castor bean seeds), and **Human** (human microbiome-based therapeutics, cannabis activity)[51](index=51&type=chunk) Revenues and Operating Loss by Segments (U.S. dollars in thousands) - Six months ended June 30, 2024 | Segment | Revenues | Operating loss | | :------------ | :------- | :------------- | | Agriculture | $ 4,648 | $ (3,104) | | Industry | 196 | (1,225) | | Human | 77 | (4,000) | | Unallocated | 183 | (1,859) | | **Total** | **$ 5,104**| **$ (10,188)** | Revenues and Operating Loss by Segments (U.S. dollars in thousands) - Six months ended June 30, 2023 | Segment | Revenues | Operating loss | | :------------ | :------- | :------------- | | Agriculture | $ 819 | $ (5,751) | | Industry | 28 | (156) | | Human | 300 | (4,795) | | Unallocated | 148 | (3,995) | | **Total** | **$ 1,295**| **$ (14,697)** | Revenues from Major Customers (Share of Total Revenues) | Customer | Six months June 30, 2024 (Unaudited) | Six months June 30, 2023 (Unaudited) | | :--------- | :----------------------------------- | :----------------------------------- | | Customer A | 58% | 49% | | Customer B | - | 22% | | Customer C | - | 12% | | Customer D | 26% | - | - Major contracts include Lavie Bio Ltd.'s licensing agreement with Corteva for bio-fungicides, which generated an **initial payment of $5,000 thousand** (received in two installments, **$2,500 thousand in March 2024**), and AgPlenus Ltd.'s Licensing and Collaboration Agreement with Bayer AG for a new weed control solution, entitling AgPlenus to license payments, research funding, milestones, and royalties[57](index=57&type=chunk)[58](index=58&type=chunk) Geographical Revenue Distribution | Region | Six months June 30, 2024 (Unaudited) | Six months June 30, 2023 (Unaudited) | | :------------ | :----------------------------------- | :----------------------------------- | | United States | 64% | 62% | | Europe | 27% | - | | Israel | 6% | 36% | | Africa | 3% | 2% | | **Total** | **100%** | **100%** | [NOTE 9: - SUBSEQUENT EVENTS](index=20&type=section&id=NOTE%209%3A%20-%20SUBSEQUENT%20EVENTS) Evogene implemented a **1-for-10 reverse share split** on July 24, 2024, and raised **$5.5 million** in an August 2024 offering - On July 23, 2024, Evogene announced and implemented a **1-for-10 reverse share split** of its ordinary shares, effective July 24, 2024, with proportionate adjustments to outstanding options and RSUs[61](index=61&type=chunk) - On August 26, 2024, Evogene issued and sold **265,000 ordinary shares** and pre-funded warrants to purchase up to **1,427,308 ordinary shares** in a registered direct offering, along with unregistered Series A and Series B ordinary warrants, generating approximately **$5.5 million in gross proceeds**[62](index=62&type=chunk)