Evogene Ltd（EVGN）資訊與事件EVGNEvogene Ltd

Evogene Enters Comprehensive Cooperation Agreement with Pure Capital Group

Evogene announced that it has entered into a comprehensive cooperation agreement with L.I.A. Pure Capital and Invest Pro Shukai Hon, together, the "Pure Capital Group", to resolve all outstanding differences between the parties. The agreement is intended to establish long-term operational stability and empower Evogene to focus entirely on its goal of becoming a world leader in AI-driven small-molecule discovery and optimization for the pharmaceutical and ag-chemical industries. Subsequent to the Annual General Meeting of Evogene convened on September 4, Pure Capital Group asserted various claims concerning the voting results of the Meeting, as published by the Company in its Report of Foreign Private Issuer on Form 6-K dated September 4. Following negotiations and discussions, Evogene and the Pure Capital Group reached an agreement that the Board of Directors of the Company unanimously determined to be in the best interests of the Company and its shareholders. The Agreement resolves all disputes, avoids a prolonged, disruptive, and expensive legal process, and affords the Company the stability to continue advancing its current business strategy, commercial collaborations, and technology development centered on ChemPass AI. Under the terms of the Agreement, two current directors, Yael Margolin and Yoshinori Oikawa, who resigned from the Board will be replaced by Pure Capital Group nominees Adi Zuluf-Shani and Oz Adler. Promptly following execution, the Company will convene a general meeting of shareholders, to be held no later than 42 days following execution, to elect Zuluf-Shani and Adler as directors to the Board, to approve the Agreement, including the mutual waivers and releases and mutual non-disparagement covenants set forth therein, and, subject to such approval, to approve the election of two additional Pure Capital Group nominees, Itay Maroz and Shahar Zadok, in place of outgoing directors Dan Falk and Adrian Percy. Following shareholder approval, the reconstituted Board will comprise seven directors, including four nominated by the Pure Capital Group and three continuing directors who will serve during a transition period currently expected to be up to six months, unless otherwise agreed by the Board in consultation with the Pure Capital Group.

Evogene Receives Nasdaq Compliance Notice

Evogene reported that the Company received a letter from the Nasdaq Stock Market, indicating that on March 30 the Company was notified, based on the previous 30 consecutive business days, that it is not in compliance with Nasdaq Rule 5550, as the Company's closing bid price for its ordinary shares has been below $1.00 per share. Therefore, in accordance with the Nasdaq Listing Rules, the Company was provided 180 calendar days, or until September 28 to regain compliance. According to the Letter, the Nasdaq staff determined that the Company is eligible for an additional 180 calendar day period, until March 29, 2027, to regain compliance with the minimum bid price requirement. The Company will regain compliance, if at any time during this 180-day period, the closing bid price of its ordinary shares is at least $1.00 for a minimum period of ten consecutive business days. It is noted that Evogene's continued listing on Nasdaq remains a key priority for the Company. Should the situation not resolve itself over the above-mentioned timeframe, the Company intends to consider other available options to cure the deficiency and regain compliance with the minimum bid requirement within the compliance period, including potentially affecting a reverse share split among other alternatives.

Evogene Responds to Shareholder Call for Board Replacement

Evogene responded to the latest communication from dissident shareholders L.I.A. Pure Capital and Invest-Pro. "The dissidents focus heavily on Evogene's historical performance and call for a wholesale Board replacement. While Evogene acknowledges the challenges of the past, the Company believes shareholders must evaluate the fundamental, decisive transformation already implemented over the past 18 months. The question is not whether the Company has faced hurdles, but whether the current Board has responded decisively, and whether replacing them with a dissident group lacking a clear, alternative strategy is in the best interest of shareholders. Over the past 18 months, Evogene has taken concrete, measurable steps to build a more focused, capital-efficient, and commercially oriented company... These are not future promises; they are actions already taken and results already delivered. The six recent drug-development agreements provide tangible proof that ChemPass AI is gaining external validation. This represents a vital shift in Evogene's business model: leveraging our technology through external partnerships rather than requiring the Company to fund the entire, costly development process alone. Evogene believes Board refreshment should serve to add relevant, forward-looking expertise, not to eliminate valuable institutional knowledge. To that end, the Company is actively enhancing its Board... Evogene urges all shareholders to vote "FOR" the Company's director nominees at the upcoming Annual Meeting and to disregard the Pure Capital nominees."