---

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: As of December 31, 2021, the registrant had outstanding 41,170,168 ordinary shares, par value NIS 0.02 per share.
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

◾

references to “Evogene,” “we,” “us,” “our,” “our company” and “the company” refer to Evogene Ltd. and its consolidated subsidiaries, consisting of AgPlenus Ltd., or AgPlenus, Biomica Ltd., or Biomica, Canonic Ltd., or Canonic, Casterra Ag Ltd., or Casterra, Evogene Inc., Lavie Bio Ltd., or Lavie Bio, and their consolidated subsidiaries;

◾

references to “U.S. dollars,” “USD,” “$” or “dollars” are to United States dollars;

◾

references to “NIS” or “shekels” are to New Israeli Shekels;

◾

references to the “U.S.” are to the United States;

◾

references to “ordinary shares,” “our shares” and similar expressions refer to our Ordinary Shares, par value NIS 0.02 per share;

◾

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;

◾

references to the “Companies Law” are to the Israeli Companies Law, 5759-1999, as amended;

◾

references to the “Securities Act” are to the Securities Act of 1933, as amended;

◾

references to the “Exchange Act” are to the Securities Exchange Act of 1934, as amended;

◾

references to the “NYSE” are to the New York Stock Exchange;

◾

references to the “Nasdaq” are to the Nasdaq Stock Market LLC;

◾

references to the “TASE” are to the Tel Aviv Stock Exchange; and

◾

references to the “SEC” are to the United States Securities and Exchange Commission.

◾

the extent to which we continue to maintain our holdings in our subsidiary companies;

◾

the extent to which our discoveries and product candidates will have the desired effect so as to reach the stage of commercialization;

◾

whether we are able to achieve commercialization of our product candidates;

◾

whether we and our collaborators are able to allocate the resources needed to develop commercial products from our discoveries and product candidates;

◾

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;

◾

whether we are able to efficiently produce and scale up the production of our products, whether ourselves or through third party contractors, to achieve our commercialization targets;

◾

the degree of success of third parties upon whom we rely to conduct certain activities, such as field-trials and pre-clinical studies;

◾

whether we are able to comply with regulatory requirements;

◾

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 COVID-19);

◾

the extent of the future growth of the agriculture, human health and industrial application industries in which we operate;

◾

whether we can maintain our current business models;

◾

the actual commercial value of our key product candidates;

◾

whether we or our collaborators receive regulatory approvals for the product candidates developed by us or our collaborators;

◾

whether products and product candidates containing or based on our discoveries are commercialized and earn us revenues or royalties;

◾

the degree of our success at adapting to the continuous technological changes in our industries;

◾

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;

◾

whether we can improve our existing, or develop and launch new, computational technologies and screening and validation systems;

◾

whether we can patent our discoveries and protect our trade secrets and proprietary know-how; and

◾

the duration, degree of severity of, and strength of recovery from, the global COVID-19 pandemic, including government decisions implemented to limit its spread.

◾

If our equity holdings in our subsidiary companies are diluted, the benefits recognized by our shareholders from the value that may be created in such subsidiary companies may be substantially reduced.

◾

Our discoveries and product candidates may not achieve the desired effect required in order to create commercially viable products. In addition, our product development cycle is lengthy and uncertain and various factors may delay or prevent commercialization of our product candidates. We may never sell or earn royalties on the sale of commercial products based on our discoveries.

◾

Due to mergers and consolidations, there is a reduced number of companies in the agriculture industry with which we might establish strategic partnerships, and we rely on a limited number of collaborators to develop and commercialize product candidates containing our seed trait, ag-chemical and ag-biological product candidates. In addition, a decrease in research expenditures by the major companies in our target markets may jeopardize the continuation, or scope, of our collaborations with such companies and adversely impact our ability to continue or extend existing collaborations or enter into new collaborations on favorable financial terms.

◾

If we are unable to efficiently produce and scale up the production of our products, whether ourselves or through third party contractors, we may be unable to achieve our commercialization targets.

◾

We or our collaborators may fail to perform obligations under the collaboration agreements.

◾

We are operating in multiple industries, each of which consists of multiple companies with much greater resources than us. If we are unable to compete effectively, our financial resources will be diluted and our financial results will suffer.

◾

We are working to develop and commercialize novel ag-biological products, ag-chemical products, seed-trait products, human microbiome-based therapeutic product candidates, medical cannabis products, and our efforts with respect to any of these products may be unsuccessful.

◾

We are working to develop and commercialize castor seeds for industrial applications, and our efforts may be unsuccessful in achieving a commercial presence in this market.

◾

If Lavie Bio is unable to establish successful distribution and retail channels for the commercialization of its products, it will not be able to meet its commercialization plans.

◾

If Canonic is unable to establish successful marketing and distribution channels for the commercialization of its products, it will not be able to meet its commercialization plans.

◾

Biomica’s product candidates are based on microbiome therapeutics, which is an unproven approach to therapeutic intervention.

◾

Even if we are, or believe we are, entitled to royalties from our collaborators, we may not actually receive these royalties.

◾

Each of us and our subsidiaries depends on our key personnel and, if we are not able to attract and retain qualified scientific, technological, business and managerial personnel, we may not be able to grow our business or develop and commercialize our product candidates.

◾

We develop certain discoveries independent om our collaborators, and we may need to finance the cost of the development of such technologies product candidates ourselves.

◾

Our business is subject to various government regulations and, if we or our collaborators are unable to obtain the necessary regulatory approvals, we may not be able to continue our operations.

◾

Our medical cannabis activity exposes us to legal and reputational risks associated with the cannabis industry.

◾

If the cost we incur of Directors and Officers, or D&O, liability insurance continues to increase, it will have an adverse effect on our results of operations.

◾

Disruption to our information technology, or IT, system could adversely affect our reputation and have a material adverse effect on our business and results of operations.

◾

The COVID-19 pandemic, or any other pandemic, epidemic or outbreak of an infectious disease has adversely impacted us and may continue to adversely impact our operating results and financial condition.

◾

Consumer and government resistance to genetically modified organisms, or GMOs, may negatively affect our public image and reduce sales of plants containing our traits.

◾

We have a history of operating losses and negative cash flow, and we may never achieve or maintain profitability.

◾

The licenses we grant to our collaborators are in most cases exclusive with respect to a specified discovery, product type or market area. This may limit our opportunities to enter into additional licensing or other arrangements with respect to such discoveries, product types or market areas.

◾

We may be required to pay substantial damages as a result of uninsured product liability claims.

◾

Changes in laws and regulations to which we are subject, or to which we may become subject in the future, may materially increase our costs of operation, decrease our operating revenues and disrupt our business.

◾

Our success depends on our ability to protect our intellectual property and our proprietary technologies. If we are unable to protect the confidentiality of our trade secrets, the value of our technology could be materially adversely affected and our business would be harmed. In addition, we may not be able to protect our intellectual property rights throughout the world.

◾

If we or one of our collaborators are sued for infringing the intellectual property rights of a third party, such litigation could be costly and time consuming and could prevent us or our collaborators from developing or commercializing our product candidates.

◾

Our employment agreements with our employees and other agreements with our collaborators and third parties may not adequately prevent disclosure of trade secrets, know-how and other proprietary information. In addition, we may not be able to fully enforce covenants not to compete with our key employees.

◾

Conditions in Israel could adversely affect our business.

◾

Any appreciation of the NIS relative to the U.S. dollar would adversely impact our financial results.

◾

Interest rate fluctuations may devalue our investments and could have an adverse impact on our financial condition.

◾

The terms of our Israeli government grants for certain of our research and development activities may require us to satisfy specified conditions in order to manufacture products and transfer technologies supported by such grants outside of Israel. In addition, in some circumstances, we may be required to pay penalties in addition to repaying the grants.

◾

The market price of our ordinary shares could be highly volatile and may fluctuate substantially as a result of many factors. In addition, our ordinary shares are traded on more than one market and this may result in price variations. We believe we were a passive foreign investment company, PFIC, for U.S. federal income tax purposes in 2021, and there is significant risk we will be a PFIC in 2022 as well.

ITEM 1.

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 2.

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 3.

KEY INFORMATION

◾

our discoveries and product candidates may not be successfully validated or may not have the desired effect required in order to become, or to be incorporated into, commercial products;

◾

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;

◾

we or our collaborators may decide to discontinue, pause, reduce, or alter the scope of the development efforts for our product candidates;

◾

we may fail to satisfy, in a timely manner or at all, relevant milestones under our agreements with our collaborators;

◾

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;

◾

we or our collaborators may be unable to obtain the requisite regulatory approvals for product candidates based on our discoveries;

◾

our competitors may launch competing or more effective products;

◾

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;

◾

a market may not exist for products containing our discoveries or such products may not be commercially successful or relevant;

◾

we may be unable to protect the intellectual property underlying our discoveries in the necessary jurisdictions; and

◾

we may encounter production and scale-up challenges with respect to our product candidates that hinder their commercialization.

◾

we or our collaborators may not be able to allocate the resources needed to develop product candidates based on our discoveries;

◾

we or our collaborators may revise the process of product development or make other decisions regarding the product development pipelines that may extend the development period;

◾

we or our collaborators may prioritize other development activities ahead of development activities with respect to the product candidates on which we collaborate;

◾

our discoveries may not be successfully validated or may not have the desired effect sought by us or by our collaborators; and

◾

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.

◾

failure to establish the requisite infrastructure to enable the discovery and development of microbial bio-stimulants;

◾

failure to identify and develop microbial candidates that enhance plant performance at the desired efficacy and stability;

◾

failure to successfully complete development of microorganisms to achieve cost-effective and commercially viable products;

◾

failure to obtain and maintain patent and trade secret protection for its product candidates;

◾

failure to operate without infringing or violating the valid and enforceable patents or other intellectual property rights of third parties;

◾

inability to obtain sufficient funding to fully execute its business plan;

◾

failure to meet regulatory requirements;

◾

failure to establish efficient and reliable production and scale up capabilities of Lavie Bio’s products through third party contractors; and

◾

failure to establish cost-effective go-to-market models for selling its products.

◾

failure to identify and develop candidate genomic elements having the desired effect on the target trait in the plant of interest;

◾

failure to identify and develop toxin candidates having the desired effect on the target insects when inserted into the plants of interest;

◾

failure to obtain and maintain patent and trade secret protection for our product candidates;

◾

failure to operate without infringing or violating the valid and enforceable patents or other intellectual property rights of third parties;

◾

failure to complete pre-clinical studies and clinical trials with positive results in which the FDA agrees with the design, endpoints or implementation;

◾

failure to receive regulatory approvals or authorizations for conducting our planned clinical trials or future clinical trials;

◾

failure to obtain sufficient financing for the development and commercialization of its product candidates;

◾

failure to obtain and maintain patent and trade secret protection and regulatory exclusivity for its product candidates.

◾

interruption of, or delays in receiving, supplies of our product candidates from our contract manufacturing organizations due to staffing shortages, production slowdowns or stoppages and disruptions in delivery systems;

◾

failure to launch commercial sales of its products, if and when approved, whether alone or in collaboration with others.

◾

failure to enter into new collaborations throughout the development process as appropriate, from pre-clinical studies through to commercialization;

◾

failure to achieve acceptance of its products, if and when approved, by patients, the medical community and third-party payors;

◾

failure to effectively compete with companies developing and commercializing other therapies for the indications that Biomica’s product candidates target;

◾

failure to obtain and maintain coverage and adequate reimbursement by third-party payors, including government payors, for its products, if approved;

◾

failure to protect its rights in its intellectual property portfolio;

◾

failure to operate without infringing or violating the valid and enforceable patents or other intellectual property rights of third parties;

◾

failure to maintain a continued acceptable safety profile of the products following approval; and

◾

failure to maintain and develop an organization of scientists and business people who can develop and commercialize its products and technology.

◾

failure to develop cannabis varieties having desired efficacy and stability;

◾

failure to meet regulatory requirements;

◾

failure to engage with, and successfully operate, contractors, in Israel and abroad, for performing cultivation and production services;

◾

failure to establish successful distribution channels, in Israel and abroad, for its medical cannabis products;

◾

failure to satisfy the requirements for the export of seeds, seedlings of finished products;

◾

failure to meet patients’ satisfaction;

◾

inability to obtain sufficient funding to fully execute its business plan;

◾

failure to secure cannabis cultivation facilities;

◾

failure to establish efficient and reliable production capabilities for Canonic’s medical cannabis products through third party contractors; and

◾

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.

◾

failure to reach desired yields of its castor seed varieties on a commercial scale to secure economic viability as bio-based oil feedstock;

◾

failure to establish an efficient mechanical harvest solution;

◾

failure to establish a cost-effective production of castor bean grains, allowing grower profitability;

◾

failure to reach large scale adoption of castor by growers, including the successful management of diseases and pests;

◾

failure to address the health and environmental risks posed by castor bean seeds, which contain ricin, a naturally occurring poison;

◾

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

◾

failure to establish efficient and reliable production and scale up capabilities of castor seeds, independently or through third party contractors.

◾

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 and use;

◾

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;

◾

certain banks will not accept deposits from or provide other bank services to businesses involved with cannabis;

◾

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;

◾

certain investors or investment banks are reluctant to work with companies affiliated with activity in the cannabis industry;

◾

future sales of medical cannabis products may expose us to consumer complaints or legal claims with respect to product quality or activity; and

◾

increased premiums under our D&O liability insurance policies.

◾

fluctuations in foreign currency exchange rates;

◾

potentially adverse tax consequences;

◾

difficulties in staffing and managing foreign operations;

◾

hiring and retention of employees and/or consultants under foreign employment laws which are not familiar to us;

◾

laws and business practices that sometimes favor local business;

◾

compliance with foreign legislation, being subject to laws, regulations and the court systems of multiple jurisdictions; and

◾

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.

◾

impair or eliminate our ability to research and develop our product candidates, including validating our product candidates through lab, greenhouse, field or clinical trials;

◾

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;

◾

require significant product redesign or systems redevelopment;

◾

render our product candidates less profitable, obsolete or less attractive compared to competing products;

◾

affect our collaborators’ willingness to do business with us;

◾

jeopardize import or export of raw material or end products, such as with respect to medical cannabis seeds, seedlings and products;

◾

reduce the amount of revenues we receive from our collaborators through milestone payments or royalties; and

◾

discourage our collaborators from offering, and consumers from purchasing, products that incorporate our discoveries.

◾

our inability to obtain additional funding

◾

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

◾

actual or anticipated fluctuations in our results of operations;

◾

variance in our financial performance from the expectations of market analysts;

◾

announcements by us or our competitors of significant business developments, changes in relationships with our collaborators, acquisitions or expansion plans;

◾

our involvement in litigation;

◾

our sale, or the sale by our significant shareholders, of ordinary shares or other securities in the future;

◾

failure to publish research or the publishing of inaccurate or unfavorable research;

◾

market conditions in our industry and changes in estimates of the future size and growth rate of our markets;

◾

changes in key personnel;

◾

the trading volume of our ordinary shares; and

◾

general economic and market conditions, including as a result of the scope and duration of the COVID-19 pandemic.

ITEM 4.

INFORMATION ON THE COMPANY

◾

CRISPR-IL consortium (January 2021) – we announced a 2020 year-end update for the CRISPR-IL consortium.

◾

At-the-market, or ATM, offering (February 2021) – we completed a $28 million ATM offering and entered into a new ATM offering sales agreement for the sale of up to $50 million of our ordinary shares.

◾

Appointment of new Chairperson of the board (June 2021), Ms. Sarit Firon, replacing Mr. Martin Gerstel.

◾

CRISPR-IL consortium (November 2021) – we announced participation in the second research period of the CRISPR-IL consortium.

◾

Go-to-Market (September 2021) – Lavie Bio and United Agronomy signed a distribution agreement for Lavie Bio’s inoculant product.

◾

Bio-stimulant program (November 2021) – announced commercial launch of its first microbiome-based product for yield improvement – result™.

◾

Bio-pesticide program (December 2021) – reported advancement in its bio-fungicide program for fruit rot.

◾

Herbicide program (July 2021) – announced positive results for an herbicide resistance trait for its leading candidate APH1.

◾

Immuno-oncology program (April 2021) – positive pre-clinical results, demonstrating efficacy of BMC128 in Melanoma.

◾

Immuno-oncology program (October 2021) – Biomica and Rambam Health Care Campus signed agreement for clinical trial of Biomica’s microbiome-based immuno-oncology drug candidate.

◾

Inflammatory Bowel Disorder (IBD) program (November 2021) – announced positive pre-clinical results.

◾

Immuno-oncology program (January 2022) – announced clearance for first-in-human Phase I study of BMC-128 in combination with Bristol Myers Squibb’s Anti-PD-1 Opdivo®.

◾

Precise product family (February 2021) – entered into a collaboration agreement with Tikun Olam-Cannbit Pharmaceuticals Ltd. for the development of novel medical cannabis products.

◾

MetaYield product family (March 2021) – announced identification of leading cannabis varieties to be further developed into commercial varieties, towards expected commercial launch in Israel in 2022.

◾

Go-to-market strategy (March 2021) – entered into agreements with Tikun Olam-Cannbit Pharmaceuticals Ltd. for production, packaging and distribution of medical cannabis products under Canonic’s brand.

◾

Commercialization (August 2021) – announced pre-launch of its first-generation medical cannabis products in Israel.

◾

Commercialization (October 2021) – announced full commercial launch of its first medical cannabis products in Israel.

◾

Precise product family (January 2022) – announced positive results in pre-clinical studies identifying specific cannabis varieties with anti-inflammatory and pain relief properties.

◾

Novel insect control traits (March 2021) – entered a collaboration agreement with Plastomics Inc. targeting novel insect control traits for soybean. Evogene’s insect control genes demonstrating new modes of action (MoAs) will be introduced into soybeans using Plastomics chloroplast technology.

(i)

Direct sales model – in fragmented markets Lavie Bio expects to complete product development of its products independently, while establishing a tailored market access strategy per specific product and territory, such as commercialization through distribution channels. Under this model, the production of Lavie Bio’s products is achieved through third party toll manufacturers. Revenues may include sales to distributors.

(ii)

Collaboration model – Lavie Bio offers tailored solutions to potential partners. In this model, Lavie Bio’s partner produces and commercializes the products being developed. Lavie Bio’s revenues in such engagements may include research and development payments, payments upon achievement of development milestones and royalties. The scope of collaboration may differ:

-

Broad collaboration model – in markets where Lavie Bio identifies strategic partners that can drive the go-to-market for its products, the aim is to gain market access through collaborations with such partners. Such collaborations would typically commence with candidate strains discovered and developed by Lavie Bio, which will then undergo co-development with the partner towards commercialization.

-

Narrow collaboration model – where Lavie Bio utilizes its platform to optimize product candidates in different stages of development. Such optimization may include addressing challenges of efficacy (such as impact against pests), consistency (such as stability of field performance) and commercial viability (such as shelf life). Such collaborations may commence with a partner’s strain candidate, which would undergo optimization to meet market commercial needs.

◾

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”. Typically, the duration of the discovery phase is 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”. Typically, the duration of this phase is 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, Lavie Bio estimates the duration of this stage to be 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. Lavie Bio expects the duration of this stage to be approximately 24 months for bio-stimulants and 36-48 months for bio-pesticides due to longer regulation processes.

◾

Commercial: After initial commercialization of a product, different scale-up activities are undertaken, such as production under toll-manufacturing agreements and deployment of end-product at point of sale. Toll manufacturing involves development of production protocols for large fermentation vessels and down-stream-process protocol with the toll manufacturer.

◾

Identification of Targets – identification and validation of vital targets or proteins that when inhibited (for instance by a chemical), lead to weed, insect or fungi 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 weeds, insects or fungi of interest. The discovery 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, which is a validated Hit that has confirmed activity in advanced validation screens proving field translation in initial trials.

◾

In this stage, multiple field trials are conducted in diverse geographies, as well as greenhouse experiments on resistant weed biotypes and on commercial crops, and the compound structure and formulation are finalized. Lead optimization also entails initial toxicology tests, process engineering on the molecule and a significantly detailed cost of goods analysis.

◾

In this stage, field trials to validate all commercial cases are conducted, including testing product mixtures, as well as additional safety trials. This stage ends with a ‘Pre-Development’ compound.

◾

In the final development phases, new chemical products are registered with the proper regulatory authorities and then launched for commercialization. We expect that these last stages of development will be conducted by our collaboration partners or licensor of our product candidates.

◾

Discovery: The identification of target genetic elements for enhancing specified plant traits. We test these elements in different validation systems to determine their ability to enhance the specified trait. In our experience, the Discovery phase takes approximately 6-18 months. The target genetic elements may be applicable to product development through different technological approaches (i.e. genome editing, GM or advanced breeding). 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. Phase I may be conducted by us or by our collaborators, and in our experience, may last between two and five years for a GM product or, three years for a genome editing or advanced breeding product. For products developed through genome editing, deregulation process for classifying a product as non-GM is typically initiated during Phase I.

◾

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. We estimate the duration of Phase II is between two to four years. For a GM product, by the end of this phase, a specific product candidate will be selected to advance to Phase III. For genome editing and advanced breeding products, the end of this phase will lead straight to Phase IV (Pre-Launch).

◾

Phase III, or “Advanced Development and Regulation”: This phase is relevant only for the development of GM products. 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 the duration of Phase III is between one to two years.

◾

Phase IV, or “Pre-Launch”: This phase 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 the duration of Phase IV is between one to two years.

Program	Crop	Trait	Technology	Collaborator	Development Phase
Y&ABST Programs:
1	Corn	YABST	GM	Bayer	Phase I, at collaborator under license.
2	(1)	YABST	Advanced breeding	A consumer goods company (1)	Undisclosed, at collaborator under license.
Disease Resistance Programs:
1	Corn	Fusarium	GM & genome editing	Bayer	Undisclosed, at collaborator under license.
2	Soybean	Asian Soybean Rust	GM	Corteva	Undisclosed, at collaborator under license.
3	Soybean	Nematodes	Genome editing	TMG	Discovery
4	Banana	Black Sigatoka	GM	Rahan Meristem	Phase I, at collaborator under license.
Insect control Programs:
1	Corn, Soybean, Cotton	Lepidoptera	GM	Internal program	Phase I
2	Corn, Cotton	Coleoptera	GM	Internal program	Phase I
3	Soybean	Hemiptera	GM	Internal program	Phase I

(1)

Crop and collaborator name not disclosed.

◾

Irritable Bowel Syndrome (IBS) is a common disorder that affects the large intestine. Signs and symptoms include cramping, abdominal pain, bloating, gas, and diarrhea or constipation, or both. It is estimated that the total market for IBS reached $1.5 billion in 2018, with 45 million patients in the U.S. alone and is expected to reach $3.3 billion in 20269,10. Existing drugs for IBS mainly treat the symptoms of the condition, leaving patients exposed to cycles of remission and relapse that characterize this chronic condition.

◾

Inflammatory Bowel Disease (IBD) is a group of GI diseases, mainly comprised of Ulcerative colitis and Crohn’s disease. IBDs cause long term chronic as well as severe inflammation in the gastrointestinal tract without any known cause. According to the Centers for Disease Control and Prevention, or CDC, in 2015 an estimated 3.1 million people (1.3% of the entire population) in the United States were diagnosed either with Crohn’s disease or with Ulcerative Colitis. The global IBD drug market is estimated to grow from $15.9 billion in 2018 to $22.4 billion in 2026.11

◾

Clostridium Difficile Infection (CDI) – The CDC has identified CDI as one of the top three most urgent antibiotic-resistant bacterial threats in the United States. CDI is most often caused by the use of broad-spectrum antibiotics which induce dysbiosis of the microbiome causing susceptibility to infection by C. difficile, a spore forming bacterium. It is the most common cause of hospital acquired infection in the United States.

◾

Methicillin-Resistant Staphylococcus Aureus (MRSA) – One of the most common Staphylococcus aureus infections is caused by MRSA, which is a multi-drug resistant bacterium, responsible for several difficult-to-treat infections in humans, leading to tens of thousands of annual cases of mortality in the U.S. MRSA is the leading causative agent for hospital acquired infections and has recently been documented as community-acquired as well as livestock-acquired. Current medical treatments include broad spectrum antibiotics that are becoming increasingly ineffective. The current MRSA market was valued at approximately $922 million in 2018 and is projected to reach over $1.3 billion by 2026.13

◾

At the taxonomic level Biomica's analysis allows strain-level resolution and relies on an extensive proprietary strain database.

◾

At the functional level, Biomica's 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.

◾

Variety stability – Current cannabis varieties demonstrate high variability in active compound concentration and other desired traits. Patients continuously seek more reliable consistent products.

◾

Cannabinoid yield – Yield in cannabis refers to the active compounds or metabolites found in the plant. Currently, low yield leads to higher production costs and subsequently higher costs for the patients. With the increasing legalization of cannabis in more and more countries, the competition in the market is increasing, which leads to a price reduction per gram of cannabis. The decreasing selling price of cannabis has made this product more sensitive to the cost of production, making yield of active compounds per growing area a significant factor.

◾

Cannabinoid specificity – Cannabis is known to contain hundreds of active compounds, and a critical need is to connect specific active compounds to the relevant medical indication and to develop cannabis varieties and products that include these specific active compounds in a stable and consistent manner. The lack of clinical data demonstrating correlation between medical indications and the genomic and cannabinoid profile of cannabis plants creates difficulties to develop indication-specific products.

◾

Development of varieties – pre-breeding and breeding activities of tailored cannabis varieties (i.e., selective crossing of cannabis varieties) to achieve desired properties. During this stage Canonic also performs pre-clinical trials to support and direct its medical product development pipeline.

◾

Pre-production and pre-commercialization – testing of cannabis varieties, as well as upscaling propagation and cultivation activities.

◾

Production and commercialization – production of Canonic’s products through contractors and distribution through regional distributors.

◾

Post commercial data collection – this stage includes collecting patients’ feedback on Canonic’s products in order to optimize traits and clinical effects for its future products.

◾

MetaYield – focused on consumer traits and enhancement of total active compounds in the plant. In this program, Canonic is developing various types of products, among which is the G-innovation series. In October 2021, Canonic began the sale of its first MetaYield products, part of G-innovation series in Israel, following positive feedback received from patients during Canonic’s pre-launch campaign:

-

G150 – marketed under the T15/C3 category (11%-19% THC18 & 0.5%-5.5% CBD), as defined by the Israeli Ministry of Health; and

-

G200 – marketed under the T20/C4 category (17%-24% THC & 1%-7% CBD), as defined by the Israeli Ministry of Health.

◾

Precise – focused on the enhancement of specific active compounds in the plant. The first-generation products Canonic is developing in this program target anti-inflammatory and pain management properties. Canonic is planning commercial launch of a first Precise commercial variety in 2023, in Israel.

◾

Evogene's existing patent portfolio – patents regarding the use of plant genes for the improvement of plant traits and the development of genetic markers, which is licensed exclusively to Canonic for cannabis;

◾

Breeders’ rights – plant variety protection rights to be filed for cannabis varieties developed by Canonic. During 2021, Canonic has filed breeders’ rights applications in Israel for several of its leading varieties; and

◾

Patents – relating to the therapeutic attributes of active compounds within the cannabis plant, resulting from pre-clinical or clinical trials conducted by Canonic. During 2021, Canonic has filed a provisional patent application for the pre-clinical activity of the Precise products under development.

Name of Subsidiary		Jurisdiction		Ownership Interest
AgPlenus Ltd.		Israel		98.3% (1)
Biomica Ltd.		Israel		93.2% (2)
Canonic Ltd.		Israel		100%
Casterra Ag Ltd. (formerly known as Evofuel Ltd.).		Israel		100%
Lavie Bio Ltd.		Israel		70.7% (3)

(1)

The remaining 1.7% of AgPlenus Ltd.’s outstanding share capital is held by AgPlenus’ former Chief Executive Officer and current director as a result of exercise of options.

(2)

The remaining 6.8% of Biomica Ltd.’s outstanding share capital is held by Biomica's Chief Technology Officer.

(3)

The remaining 29.3% of Lavie Bio Ltd.’s outstanding share capital is held by (i) Pioneer Hi-Bred International, Inc. (also known by the name Corteva), who holds 27.3%, and (ii) Lavie Bio’s former Chief Executive Officer, who holds 2.0% as a result of exercise of options.

ITEM 4A.

UNRESOLVED STAFF COMMENTS

ITEM 5.

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

		Year ended December 31,
Operating Segment:		2021				2020				2019
		(U.S. dollars, in thousands)
Agriculture		$	628			$	862			$	651
Industry			40				33				26
Human			183				75				-
Unallocated			79				70				76
Total		$	930			$	1,040			$	753

◾

Industrial Applications: our industrial applications segment focuses on the development and commercialization of improved castor bean seeds for industrial uses (through our subsidiary Casterra).

		2021				2020				2019
Consolidated Statements of Comprehensive loss:
(U.S. dollars, in thousands)
Total Revenues		$	930			$	1,040			$	753
Cost of revenues			767				574				334
Gross profit			163				466				419
Operating Expenses:
Research and development, net			21,125				17,287				15,791
Business development			2,738				2,672				2,029
General and administrative			7,253				5,321				3,765
Total operating expenses			31,116				25,280				21,585
Operating loss			(30,953	)			(24,814	)			(21,166	)
Financing income			1,935				1,591				2,630
Financing expenses			(1,414	)			(2,951	)			(555	)
Loss before taxes on income			(30,432	)			(26,174	)			(19,091	)
Taxes on income			13				32				24
Loss		$	(30,445	)		$	(26,206	)		$	(19,115	)

		2021				2020				2019
(U.S. dollars, in thousands)
Net cash used in operating activities		$	(24,716	)		$	(19,514	)		$	(17,666	)
Net cash provided by (used in) investing activities			(20,566	)			9,415				37,139
Net cash provided by financing activities			30,276				20,374				9,306
Exchange rate differences - cash and cash equivalents balances			1,102				1,206				159
Increase (decrease) in cash and cash equivalents		$	(13,904	)		$	11,481			$	28,938

◾

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.

ITEM 6.

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

Name		Age		Position
Executive officers
Mr. Ofer Haviv		55		President and Chief Executive Officer
Dr. Nir Arbel		42		Chief Product Officer
Dr. Brian Ember		46		Chief Executive Officer of AgPlenus Ltd.
Dr. Elran Haber		41		Chief Executive Officer of Biomica Ltd.
Dr. Arnon Heyman		45		Chief Executive Officer of Canonic Ltd.
Mr. Mark Kapel		45		Chief Technology Officer
Ms. Dorit Kreiner		50		Chief Financial Officer
Mr. Sassi Masliah		43		Executive Vice President Corporate Development
Directors
Ms. Sarit Firon(3)(4)		55		Chairperson of the Board
Mr. Dan Falk(1)(2)(4)		77		Director
Mr. Ziv Kop(1)(2)(3)(4)		50		Director
Dr. Adrian Percy(4)		56		Director
Mr. Leon Y. Recanati(3)(4)		73		Director
Dr. Oded Shoseyov(1)(2)(4)		65		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			420				52				58				530
Ido Dor CEO Lavie Bio			249				-				153				402
Dr. Elran Haber CEO of Biomica			256				31				197				484
Mark Kapel EVP Technology			266				29				14				309
Douglas A. Eisner Former CEO of AgPlenus			179				-				185				364

(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 2022 relating to the office holders’ service in our Company in 2021, as approved by our compensation and nominating committee and board of directors, and, to the extent required, 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, 2021 in respect of option grants. Some of our office holders 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 $19,200 for directors not classified as experts and approximately $25,600 for directors classified as experts; and

◾

Per-meeting fees in an amount of approximately $1,000 for directors not classified as experts and approximately $1,300 for directors classified as experts; 60% of such amounts for participation in meetings via telecommunication 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	%			4.2	%
Biomica			22.1	%			18.7	%
Casterra			8.0	%			3.6	%
Canonic			9.1	%			7.1	%
Lavie Bio			10.7	%			10.2	%

◾

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 recommending to our board of directors to approve 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.

◾

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;

◾

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

◾

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												As of December 31, 2020												As of December 31, 2021
		Israel				U.S.				Total				Israel				U.S.				Total				Israel				U.S.				Total
Executive management			4				-				4				4				-				4				5				-				5
Lavie Bio Ltd.			15				-				15				17				5				22				17				7				24
AgPlenus Ltd.			16				-				16				11				1				12				11				1				12
Ag-Seeds division			5				-				5				2				-				2				2				-				2
Casterra Ag Ltd.			2				-				2				1				-				1				1				-				1
Biomica Ltd.			7				-				7				7				-				7				13				-				13
Canonic Ltd.			4				-				4				6				-				6				10				-				10
Technology platform			57				4				61				48				-				48				41				-				41
General and administrative			25				-				25				28				-				28				33				-				33
Total			139				4				143				124				6				130				133				8				141

ITEM 7.

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

		Shares Beneficially Held
Name of Beneficial Owner		Number				Percentage of Class
Principal Shareholders
ARK Investment Management LLC (1)			2,515,657				6.11	%
Executive Officers and Directors
Ofer Haviv			860,000	(2)			2	%
Dr. Nir Arbel			0				*
Lazer Bezdin			0(	**)			*
Ido Dor			255,500	(3)(**)
Douglas A. Eisner			0	(**)			*
Brian N. Ember			0				*
Dr. Eyal Emmanuel			71,204	(4)(**)
Dr. Elran Haber			15,624	(5)			*
Dr. Arnon Heyman			103,000	(6)			*
Mark Kapel			163,382	(7)			*
Dorit Kreiner			117,739	(8)			*
Sassi Masliah			97,125	(9)			*
Martin S. Gerstel			636,506	(10)(**)			1.5	%
Dan Falk			0				*
Sarit Firon			41,375	(11)			*
Ziv Kop			34,125	(12)			*
Dr. Adrian Percy			21,625	(13)			*
Leon Y. Recanati			869,234	(14)			2.1	%
Dr. Oded Shoseyov			22,875	(15)			*
All directors and executive officers as a group (19 persons**)			3,309,314				7.4	%

*

Less than 1%.

**

The engagement of each of Mr. Bezdin, Mr. Dor, Mr. Eisner and Dr. Emmanuel as executive officers and of Mr. Gerstel as a director ended during 2021. Beneficial ownership information for such persons is based on our own internal records as of the date on which their engagement ended.

(1)

This information is based upon a Schedule 13G/A filed by ARK Investment Management LLC with the SEC on February 9, 2022. ARK Investment Management LLC is a Delaware limited liability company and possesses sole voting and dispositive power over these ordinary shares. The principal address for ARK Investment Management LLC is 3 East 28th Street, 7th Floor, New York, NY 10016.

(2)

Consists of 860,000 ordinary shares issuable upon exercise of options that are currently exercisable or exercisable within 60 days of March 20, 2021, of which options to purchase the following number of shares expire on the following dates, respectively: 215,000 on July 17, 2023, 170,000 on March 22, 2025, 225,000 on August 8, 2027 and 250,000 on April 21, 2030. The weighted average exercise price of these options is NIS 25.86.

(3)

Ido Dor served 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 255,500 ordinary shares of Evogene that are currently exercisable or exercisable within 60 days of March 20, 2021, which expire on November 20, 2022. The exercise price of these options is NIS 35.58 per ordinary share.

(4)

Consists of 71,204 ordinary shares issuable upon exercise of options that are currently exercisable or exercisable within 60 days of March 20, 2021, of which options to purchase the following number of shares expire on the following dates, respectively: 35,602 on November 13, 2028, and 35,602on December 23, 2028. The weighted average exercise price of these options is NIS 10.16.

(5)

Consists of 15,624 ordinary shares issuable upon exercise of options that are currently exercisable or exercisable within 60 days of March 20, 2021, which expire on September 1, 2031. The exercise price of these options is NIS 9.17 per ordinary share. Elran Haber serves as the CEO of our subsidiary company Biomica, and as such, also holds options to purchase shares of Biomica. 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”.

(6)

Consists of 103,000 ordinary shares of Evogene that are currently exercisable or exercisable within 60 days of March 20, 2021, 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, 50,000 on August 8, 2027, and 25,000 on February 26, 2028. The weighted average exercise price of these options is NIS 21.27. Arnon Heyman serves as the CEO of our subsidiary company Canonic Ltd., and as such, also holds options to purchase shares of Biomica. 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”.

(7)

Consists of 163,382 ordinary shares issuable upon exercise of options that are currently exercisable or exercisable within 60 days of March 20, 2021, of which options to purchase the following number of shares expire on the following dates, respectively: 13,500 on July 15, 2023, 12,000 on March 22, 2025, 23,000 on August 8, 2027, 60,000 on February 26, 2028, 24,375 on February 4, 2029, 24,057 on July 30, 2029 and 6,250 on November 16, 2031. The weighted average exercise price of these options is NIS 16.63.

(8)

Includes 116,239 ordinary shares issuable upon exercise of options that are currently exercisable or exercisable within 60 days of March 20, 2021, of which options to purchase the following number of shares expire on the following dates, respectively: 28,433 on February 4, 2029, 86,244 on July 30, 2029 and 1,562 on November 16, 2031. The weighted average exercise price of these options is NIS 6.45. Also includes 1,500 ordinary shares held by a trustee in favor of Ms. Kreiner. As previously reported, Ms. Kreiner’s engagement with the Company is expected to terminate on March 31, 2022. In the context of such termination, the exercise period of all of Ms. Kreiner’s options that are vested on the date of such termination shall be extended, such that, unless exercised earlier, all such options shall expire 12 months following such termination.

(9)

Includes 97,125 ordinary shares issuable upon exercise of options that are currently exercisable or exercisable within 60 days of March 20, 2021, of which options to purchase the following number of shares expire on the following dates, respectively: 5,000 on July 15, 2023, 17,000 on March 22, 2025, 18,000 on August 8, 2027, 3,125 on May 28, 2028, 6,250 on February 4, 2029, 16,500 on July 30, 2029, 18,750 on September 22, 2030 and 12,500 on November 16, 2031. The weighted average exercise price of these options is NIS 16.33.

(10)

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.

(11)

Consists of 41,375 ordinary shares issuable upon exercise of options that are currently exercisable or exercisable within 60 days of March 20, 2021, of which options to purchase the following number of shares expire on the following dates, respectively: 10,000 on August 10, 2026, 2,500 on August 8, 2027, 1,875 on August 6, 2028 and 27,000 on September 1, 2031. The weighted average exercise price of these options is NIS 14.11.

(12)

Consists of 34,125 ordinary shares issuable upon exercise of options that are currently exercisable or exercisable within 60 days of March 20, 2021, 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, 2,500 on January 12, 2027, 2,500 on January 11, 2028, 625 on February 4, 2029 and 13,500 on September 1, 2031. The weighted average exercise price of these options is NIS 32.40.

(13)

Consists of 21,625 ordinary shares issuable upon exercise of options that are currently exercisable or exercisable within 60 days of March 20, 2021, of which options to purchase the following number of shares expire on the following dates, respectively: 8,125 on December 23, 2028 and 13,500 on August 10, 2031. The weighted average exercise price of these options is USD $2.82.

(14)

Includes 838,859 ordinary shares held by Mr. Recanati. Also includes 30,375 ordinary shares issuable upon exercise of options that are currently exercisable or exercisable within 60 days of March 20, 2021, of which options to purchase the following number of shares expire on the following dates, respectively: 2,500 on June 11, 2022, 2,500 on September 15, 2023, 2,500 on August 17, 2024, 2,500 on July 2, 2025, 2,500 on May 18, 2026, 2,500 on May 16, 2027, 1,875 on June 25, 2028 and 13,500 on September 1, 2031. The weighted average exercise price of these options is NIS 23.23.

(15)

Consists of 22,875 ordinary shares issuable upon exercise of options that are currently exercisable or exercisable within 60 days of March 20, 2021, of which options to purchase the following number of shares expire on the following dates, respectively: 8,750 on November 13, 2028, 625 on December 19, 2029 and 13,500 on September 1, 2031. The exercise price of these options is NIS 9.65.

ITEM 8.

FINANCIAL INFORMATION

ITEM 9.

THE OFFER AND LISTING

ITEM 10.

ADDITIONAL INFORMATION

◾

Evogene Ltd. Officers Compensation Policy. See Item 6. “Directors, Senior Management and Employees” for more information about this document.

◾

Evogene Share Option Plan (2002). See Item 6. “Directors, Senior Management and Employees” for more information about this document.

◾

Evogene Ltd. Key Employee Share Incentive Plan, 2003. See Item 6. “Directors, Senior Management and Employees” for more information about this document.

◾

Evogene Ltd. 2013 Share Option Plan. See Item 6. “Directors, Senior Management and Employees” for more information about this document.

◾

Evogene 2021 Share Incentive Plan. See Item 6. “Directors, Senior Management and Employees” for more information about this document.

◾

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;

◾

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.

ITEM 11.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Period		Depreciation (Appreciation) of the U.S. dollar against the NIS (%) Based on Average of Daily Exchange Rates Throughout Year Compared to Previous Year
2021			(6.0	)
2020			(7.0	)
2019			(7.7	)
2018			(0.1	)
2017			(6.3	)

ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

ITEM 13.

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

ITEM 14.

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

ITEM 15.

CONTROLS AND PROCEDURES

(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

ITEM 16.

[RESERVED]

ITEM 16A.

AUDIT COMMITTEE FINANCIAL EXPERT

ITEM 16B.

CODE OF ETHICS

ITEM 16C.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

ITEM 16D.

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

ITEM 16E.

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

ITEM 16F.

CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

ITEM 16G.

CORPORATE GOVERNANCE

◾

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:

◾

certain issuances of shares in excess of 20% of the outstanding shares of the Company;

◾

an issuance that will result in a change of control of our company; and

◾

adoption of, or material changes to, our equity compensation plans.

ITEM 16H.

MINE SAFETY DISCLOSURE

ITEM 17.

FINANCIAL STATEMENTS

ITEM 18.

FINANCIAL STATEMENTS

ITEM 19.

EXHIBITS

Exhibit No.		Description
1.1		Amended and Restated Articles of Association of the Registrant (incorporated by reference to Exhibit 1.1 to Evogene’s Annual Report on Form 20-F for the year ended December 31, 2017, filed with the SEC on March 30, 2018)
2.1		Description of ordinary shares of Evogene Ltd. (incorporated by reference to Exhibit 2.1 to Evogene’s Annual Report on Form 20-F for the year ended December 31, 2020, filed with the SEC on April 2, 2021)
4.1		Form of Indemnification Agreement (incorporated by reference to Exhibit 10.9 to Evogene’s Registration Statement on Form F-1, as amended (Registration No. 333-191315))
4.2		Evogene Share Option Plan (2002) (incorporated by reference to Exhibit 10.10 to Evogene’s Registration Statement on Form F-1, as amended (Registration No. 333-191315))
4.3		Evogene Ltd. Key Employee Share Incentive Plan, 2003 (incorporated by reference to Exhibit 10.11 to Evogene’s Registration Statement on Form F-1, as amended (Registration No. 333-191315))
4.4.1		Evogene Ltd. 2013 Share Option Plan (incorporated by reference to Exhibit 10.12 to Evogene’s Registration Statement on Form F-1, as amended (Registration No. 333-191315))
4.4.2		2015 U.S. Addendum to Evogene Ltd. 2013 Share Option Plan (incorporated by reference to Exhibit A to the proxy statement for Evogene’s special general meeting of shareholders held on March 15, 2016, annexed as Exhibit 99.1 to Evogene’s Report of Foreign Private Issuer on Form 6-K, furnished to the SEC on February 4, 2016)
4.5		Evogene Ltd. 2021 Share Incentive Plan (incorporated by reference to Appendix B of Exhibit 99.2 to Evogene’s Report of Foreign Private Issuer on Form 6-K, furnished to the SEC on June 23, 2021)
4.6		Evogene Ltd. Officers Compensation Policy†
4.7		Share Purchase Agreement, dated as of August 6, 2019, by and among Evogene Ltd., Lavie Bio Ltd., Lavie Bio Inc., Lavie Tech Inc., Pioneer Hi-Bred International, Inc. and Taxon Biosciences, Inc.*
4.8		Controlled Equity Offering Sales Agreement, dated as of February 19, 2021, by and between Evogene Ltd. and Cantor Fitzgerald & Co. ((incorporated by reference to Exhibit 10.1 to Evogene’s Report of Foreign Private Issuer on Form 6-K, furnished to the SEC on February 19, 2021)
8.1		List of subsidiaries of the Registrant†
12.1		Certificate of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a)†
12.2		Certificate of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a)†
13.1		Certificate of Chief Executive Officer pursuant to 18 U.S.C. §1350^
13.2		Certificate of Chief Financial Officer pursuant to 18 U.S.C. §1350^
15.1		Consent of Kost Forer Gabbay and Kasierer, a member of Ernst & Young Global, independent registered public accounting firm†
101		The following financial information from Evogene Ltd.’s Annual Report on Form 20-F for the year ended December 31, 2021 formatted in inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Financial Position at December 31, 2021 and 2020; (ii) Consolidated Statements of Profit or Loss for the years ended December 31, 2021, 2020 and 2019; (iii) Consolidated Statements of Changes in Equity for the years ended December 31, 2021, 2020 and 2019; (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019; and (v) Notes to Consolidated Financial Statements, tagged as blocks of text. †
104		Cover Page Interactive Data File 101

		Evogene Ltd.
Date: March 31, 2022		By: /s/ Ofer Haviv Name: Ofer Haviv Title: President and Chief Executive Officer