REHOVOT, Israel, Aug. 23,
2024 /PRNewswire/ -- Evogene Ltd. ("Evogene" or the
"Company") (Nasdaq: EVGN, TASE: EVGN), a leading computational
biology company aiming to revolutionize life-science-based product
discovery and development utilizing cutting-edge computational
biology technologies across multiple market segments, announced
today that it has entered into definitive agreements with a single
health-care focused institutional investor for the purchase and
sale of 1,692,308 ordinary shares (or ordinary share equivalents in
lieu thereof) in a registered direct offering. In a concurrent
private placement, the Company also agreed to issue unregistered
Series A ordinary warrants to purchase up to 1,692,308 ordinary
shares, and unregistered Series B ordinary warrants to purchase up
to 1,692,308 ordinary shares. Each ordinary share (or ordinary
share equivalent in lieu thereof) is being sold with one Series A
ordinary warrant to purchase one ordinary share and one Series B
ordinary warrant to purchase one ordinary share at a combined
purchase price of US$3.25 (the
"Offering"). The Series A ordinary warrants will have an exercise
price of US$3.55 per share, will be
immediately exercisable upon issuance and will expire five years
from issuance. The Series B ordinary warrants will have an exercise
price of US$3.55 per share, will be
immediately exercisable upon issuance and will expire eighteen
months from issuance.
The closing of the Offering is expected to occur on or about
August 26, 2024, subject to the
satisfaction of customary closing conditions. The gross proceeds
from the Offering are expected to be approximately US$5.5 million before deducting placement agent
fees and other offering expenses. The Company intends to use the
net proceeds of the Offering for working capital and general
corporate purposes.
A.G.P./Alliance Global Partners is acting as sole placement
agent for the Offering.
The registered direct offering of the ordinary shares and
ordinary share equivalents in lieu thereof will be issued in a
registered direct offering pursuant to an effective shelf
registration statement on Form F-3 (File No. 333-277565) previously
filed with the U.S. Securities and Exchange Commission (the "SEC"),
under the Securities Act of 1933, as amended (the "Securities
Act"), and was declared effective by the SEC on March 28, 2024. The Series A and Series B
ordinary warrants will be issued in a concurrent private placement.
A prospectus supplement describing the terms of the proposed
registered direct offering will be filed with the SEC and once
filed, will be available on the SEC's website located at
http://www.sec.gov. Electronic copies of the prospectus supplement
may be obtained, when available, from A.G.P./Alliance Global
Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212)
624-2060, or by email at prospectus@allianceg.com.
The private placement of the Series A and Series B ordinary
warrants and the underlying ordinary shares will be made in
reliance on an exemption from registration under Section 4(a)(2) of
the Securities Act and/or Regulation D thereunder. Accordingly, the
securities issued in the concurrent private placement may not be
offered or sold in the United
States except pursuant to an effective registration
statement or an applicable exemption from the registration
requirements of the Securities Act and such applicable state
securities laws
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of
these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
About Evogene Ltd.
Evogene Ltd. (Nasdaq: EVGN, TASE: EVGN) is a computational
biology company leveraging big data and artificial intelligence,
aiming to revolutionize the development of life-science-based
products by utilizing cutting-edge technologies to increase the
probability of success while reducing development time and
cost.
Evogene established three unique tech-engines - MicroBoost AI,
ChemPass AI and GeneRator AI. Each tech-engine is focused on the
discovery and development of products based on one of the following
core components: microbes (MicroBoost AI), small molecules
(ChemPass AI), and genetic elements (GeneRator AI).
Evogene uses its tech-engines to develop products through
strategic partnerships and collaborations, and its five
subsidiaries including:
1. Biomica Ltd. (www.biomicamed.com) developing and
advancing novel microbiome-based therapeutics to treat human
disorders powered by MicroBoost AI;
2. Lavie Bio Ltd. (www.lavie-bio.com) - developing and
commercially advancing, microbiome based ag-biologicals powered by
MicroBoost AI;
3. AgPlenus Ltd. (www.agplenus.com) -developing next
generation ag chemicals for effective and sustainable crop
protection powered by ChemPass AI;
4. Casterra Ag Ltd. (www.casterra.co)– developing and
marketing superior castor seed varieties producing high yield and
high-grade oil content, on an industrial scale for the biofuel and
other industries powered by GeneRator AI.
For more information, please visit www.evogene.com.
Forward-Looking Statements
This press release contains "forward-looking statements"
relating to future events. These statements may be identified by
words such as "may", "could", "expects", "intends", "anticipates",
"plans", "believes", "scheduled", "estimates", or words of similar
meaning. For example, Evogene is using forward-looking statement in
this press release when it discusses the intended use of proceeds
and closing of the offering. Such statements are based on current
expectations, estimates, projections and assumptions, describe
opinions about future events, and involve certain risks and
uncertainties which are difficult to predict and are not guarantees
of future performance. Therefore, actual future results,
performance or achievements of Evogene and its subsidiaries may
differ materially from what is expressed or implied by such
forward-looking statements due to a variety of factors, many of
which are beyond the control of Evogene and its subsidiaries,
including, without limitation, the current war between Israel and each of Hamas and Hezbollah, the
possibility of escalation to a wider regional war, and any
worsening of the situation in Israel such as further mobilizations or
escalation in the northern border of Israel, and those risk factors contained
in Evogene's reports filed with the applicable securities
authorities. In addition, Evogene and its subsidiaries rely, and
expect to continue to rely, on third parties to conduct certain
activities, such as their field-trials and pre-clinical studies,
and if these third parties do not successfully carry out their
contractual duties, comply with regulatory requirements or meet
expected deadlines, Evogene and its subsidiaries may experience
significant delays in the conduct of their activities. Evogene and
its subsidiaries disclaim any obligation or commitment to update
these forward-looking statements to reflect future events or
developments or changes in expectations, estimates, projections and
assumptions.
Evogene Investors' Contact:
Rachel Pomerantz Gerber, Head of Investor
Relations at Evogene
Email: rachel.pomerantz@evogene.com
Tel: +972-8-9311901
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SOURCE Evogene