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Form 6-K Evogene Ltd. For: Aug 11

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August 11, 2021 7:01 AM EDT

UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 6-K
 
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
 
For the month of August 2021
 
Commission File Number: 001-36187

EVOGENE LTD.
  (Translation of Registrant’s Name into English)
 
13 Gad Feinstein Street
Park Rehovot P.O.B 2100
Rehovot 7612002 Israel
(Address of principal executive offices)
 
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
 
Form 20-F ☒       Form 40-F ☐
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____
 
CONTENTS
 
On August 11, 2021, Evogene Ltd., or Evogene, announced its financial results for the second quarter of 2021. A copy of the press release announcing those results is furnished as Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K, or this Form 6-K, and is incorporated herein by reference.
 
The contents of Exhibit 99.1 to this Form 6-K, excluding the statements of Evogene’s President and CEO contained therein, are incorporated by reference in the registration statements on Form F-3 (Securities and Exchange Commission, or SEC, File No. 333-253300), and Form S-8 (SEC File Nos. 333-193788, 333-201443 and 333-203856) of Evogene, and will be a part thereof from the date on which this Form 6-K is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 



Date: August 11, 2021
EVOGENE  LTD.
(Registrant)

By: /s/ Dorit Kreiner
Dorit Kreiner
Chief Financial Officer

EXHIBIT INDEX
 
EXHIBIT NO.
  
DESCRIPTION


Exhibit 99.1


Evogene Reports Second Quarter 2021 Financial Results
 
Evogene’s management provides update on its plans for unlocking the value of its subsidiaries
 
Conference call and webcast: today, August 11, 2021, 9:00 am ET
 
Rehovot, Israel – August 11, 2021 – Evogene Ltd. (NASDAQ: EVGN, TASE: EVGN), a leading computational biology company targeting to revolutionize life-science product discovery and development across several market segments, announced today its financial results for the first half and the second quarter of 2021, ended June 30, 2021.
 
Mr. Ofer Haviv, Evogene's President and Chief Executive Officer, stated, “As Evogene’s subsidiaries continue to advance and mature, we feel that now is the time to introduce our strategy of how we will bring increased shareholder value in the near term from our subsidiaries.

Our starting point is that each of our subsidiaries contains substantial internal value, created through its rapidly developing pipelines powered by Evogene's unique computational predictive biology technology, the CPB platform. Our technology is available to each of our subsidiaries for their fields of focus and provides a substantial advantage for dealing with the challenges normally faced by life-science companies, such as high failure rates and long time to market.

We now see significant inherent value developing within each of our subsidiaries and believe that valued separately, these companies would result in a far greater combined market value for Evogene. We believe that one way to achieve this in a manner that will be beneficial to our shareholders is to turn one or more of our subsidiaries into public companies that will trade independently of Evogene. Among the paths that we are exploring, is the distribution of a portion of Evogene’s holdings in one or more of those subsidiaries to our shareholders.

Of course, the decision if, when, and how, to spin-off a subsidiary company will depend on many considerations, including our goal of ensuring maximum value creation for shareholders as well as market conditions, the subsidiary’s financial needs, pipeline maturity, valuation, applicable regulations, etc.”

Concluded Mr. Haviv, “2021 is turning out to be a key strategic year for unlocking value at Evogene and its subsidiaries and I look forward to providing further updates as we advance on our strategy.”

Main Activities, Advancements and Upcoming Milestones
 
Biomica
 
First half of the year

 •
Impressive pre-clinical data released for its microbiome therapeutic candidate BMC128 in immuno-oncology. BMC128, in combination with Immune Checkpoint Inhibitors (ICI), in a breast cancer mouse model, demonstrated pronounced anti-tumor activity as manifested in an increase of almost 50% in Objective Response Rate, in comparison to ICI alone.

•
Additional positive pre-clinical results for BMC128, this time in melanoma, significantly increasing anti-tumor activity in combination with ICI, which could indicate the potential of BMC128 to become a best-in-class treatment of various cancer tumors.

•
In preparation for its first-in-human proof-of-concept clinical trial in its immuno-oncology program, Biomica has initiated the scale-up processes, moved to GMP production of BMC128 and applied for regulatory approval.
 
Second half of the year

 •
Expect to initiate its first-in-human proof-of-concept clinical trial in its immuno-oncology program.

•
Expect results for the pre-clinical trial in its IBD program.

Canonic
 
First half of the year

 •
Production and distribution agreements in place for expected commercialization of first product in the MetaYield program in Israel in 2022.

•
Announced the joint development of novel medical cannabis products with Cannbit-Tikum Olam, as part of Canonic’s Precise product program.
 
Second half of the year

 •
Continue preparation, including selection of the final varieties, towards commercialization of first generation MetaYield premium products.

•
Focused R&D efforts on next generation MetaYield products.

•
Expect to identify lines that exhibit distinct effect in model systems for reducing pain or inflammation, a milestone in the Precise product program.

2
AgPlenus
 
First half of the year

 •
Considerable progress made in the collaboration with Corteva to develop novel herbicides.

•
Continued development and testing of additional compounds in the internal herbicide program.

•
Positive results in a proof-of-concept experiment for developing a resistance trait for a herbicide candidate targeting APTH1 (AgPlenus Target Herbicide 1), its leading novel mode-of-action for herbicides. Results demonstrate the ability to generate in target crops a resistance trait to herbicides targeting APTH1. This is a significant milestone, as resistance traits enable farmers to kill weeds without damaging the commercial crop.
 
Second half of the year

 •
Advance strategic collaboration with Corteva.

•
Expand product pipeline with an aim to achieve a lead phase for additional candidates targeting APTH1.

•
Advance commercialization efforts for APTH1.

Lavie Bio
 
First half of the year

 •
Product pipeline advancement with LAV.211, bio stimulant for spring wheat and LAV.311/312 bio-fungicide for grapes, at its core.

•
Commercial trials for lead bio-stimulant, LAV.211, towards expected launch in 2022. Advancement of formulation and product readiness.

•
Commercial team expansion with the appointment of a VP Commercial, building the path to market in North America.
 
Second half of the year

 •
Continue preparations towards expected commercial launch of lead bio-stimulant LAV.211 in 2022, which is expected to include engagement with a distribution partner.

•
Advance an additional season of multi-location field trials in Europe and U.S. for lead bio fungicide, LAV.311/312. In addition, conduct trials for testing potential expansion of the use of this bio fungicide to additional lucrative crops.

Added Mr. Haviv, “We look forward to the continued success and developments of our subsidiaries, while implementing our very exciting strategy in the coming months.”
 
3
Consolidated Financial Results Summary
 
Cash position: Evogene maintains a strong financial position for its activities with $65.4 million in consolidated cash, cash related accounts, bank deposits and marketable securities as of June 30, 2021, of which $10.6 million of Evogene’s consolidated cash is appropriated to its subsidiary, Lavie Bio.

During the first half of 2021, the consolidated net cash usage was approximately $11.3 million, or $8.9 million, if excluding Lavie Bio. These sums exclude $28 million net raised through Evogene’s at-the-market, or ATM, offerings and exclude $0.5 million in proceeds from exercise of options.

During the second quarter the consolidated cash usage, was $5.7 million, or $4.5 million, excluding Lavie Bio. These sums exclude $0.8 million net raised through the current ATM as detailed below.

During the first half of 2021 and in particular during the second quarter, the cash burn rate was higher than during the same period in 2020, for the following reasons:


 -
First, during the second quarter of 2020, the burn rate was relatively low due to certain measures the company took to mitigate the impact of the COVID-19 pandemic on the Company, including a temporary reduction in salary and salary-based expenditures and a cut back in secondary activities.


-
Second, during the second quarter of 2021, Evogene’s subsidiaries increased their investment in advancing their product development pipelines, including:

•
Biomica's continued preparations for the initiation of its first-in-human proof-of-concept study in the immuno-oncology program later this year,

•
Lavie Bio's activities towards expected commercial launch of its lead bio-stimulant in 2022, and

•
Canonic's establishment of its production and marketing infrastructure in preparation for expected product launch in Israel in 2022.
 
Management continues to estimate that the cash usage for the full year of 2021 will be within the anticipated range of $20-$22 million. These guidelines exclude the cash usage of Evogene’s subsidiary Lavie Bio.
 
Under the current ATM, initiated in March 2021, Evogene raised $0.8 million net, at a weighted average price of $4.70 per share.
 
4
Research and Development (“R&D”) expenses: R&D expenses for the second quarter of 2021, which are reported net of grants received, were $5.0 million, in comparison to $3.9 million in the second quarter of 2020. The increase in R&D expenses was mainly attributed to the product development activities of the Company and its subsidiaries, as mentioned above.

Business Development (“BD”) expenses: Business Development expenses were $0.7 million for the second quarter of 2021, in comparison to $0.5 million in the second quarter of 2020. The increase was attributed mainly to Canonic's and Lavie Bio's preparations towards expected launch of their first products in 2022.
 
General and Administrative (“G&A”) expenses: General and Administrative expenses for the second quarter of 2021 were $1.8 million, in comparison to $1.1 million in the second quarter of 2020. The increase was attributed to the increase of the costs of directors' and officers' insurance policies.
 
Operating loss:  Operating loss for the second quarter of 2021 was $7.4 million in comparison to $5.2 million in the second quarter of 2020.
 
Net loss: The net loss for the second quarter of 2021 was $6.9 million in comparison to a net loss of $4.8 million during second quarter of 2020.
 
***

Conference Call & Webcast Details:
 
Date: August 11, 2021
 
Time: 9:00 am EST; 16:00 Israel time
 
Dial-in number:1-888-281-1167 toll free from the United States, or +972-3-918-0609 internationally
 
Webcast: Link available at www.evogene.com
 
Replay Information: A replay of the conference call will be available approximately two hours following the completion of the call.
 
To access the replay, please dial 1-888-326-9310 toll free from the United States, or +972-3-925-5901 internationally. The replay will be accessible through August 13, 2021, and an archive of the webcast will be available on the Company’s website.
 
5
About Evogene Ltd.:
 
Evogene (NASDAQ: EVGN, TASE: EVGN), is a leading company in leveraging computational biology to design novel products for life-science-based industries including human health, agriculture, and industrial applications. Leveraging Big Data and Artificial Intelligence while incorporating a deep understanding of biology, Evogene established its unique technology, the Computational Predictive Biology (CPB) platform, to computationally design microbes, small molecules and genes as the core components for life-science products. Evogene holds a number of subsidiaries utilizing the CPB platform, for the development of human microbiome-based therapeutics, medical cannabis, ag-biologicals, ag-chemicals, seed traits and ag-solutions for castor oil production. 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 its expected paths to value creation and its belief that turning one or more of its subsidiaries into public companies will be beneficial to its shareholders, its and its’ subsidiaries expected trials, studies, product advancements, commercializations, launches, pipelines, milestones, potential collaborations, cash usage and other plans for 2021 and 2022, the potential advantages of its technology and its anticipated entry into new fields of activity. Such statements are based on current expectations, estimates, projections and assumptions, describe opinions about future events, 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, those risk factors contained in Evogene’s reports filed with the applicable securities authority. 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 Investor Contact:
US Investor Relations:
 
Aviva Banczewski / Rivka Neufeld
Investor Relations and Public Relations Manager
T: +972-8-931-1900
 
Joseph Green
Edison Group
T: +1 646-653-7030
 
 
Laine Yonker
Edison Group
T: +1 646-653-7035

6
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION
U.S. dollars in thousands (except share and per share data)

   
June 30,
    
December 31,
  
   
2021
    
2020
  
   
Unaudited
    
Audited
  
CURRENT ASSETS:
            
Cash and cash equivalents
  
$
42,755
    
$
46,229
  
Marketable securities
    
20,609
      
-
  
Short-term bank deposits
    
2,000
      
2,000
  
Trade receivables
    
208
      
222
  
Other receivables and prepaid expenses
    
2,295
      
3,372
  
                 
     
67,867
      
51,823
  
LONG-TERM ASSETS:
                
Long-term deposits
    
12
      
9
  
Right-of-use-assets
    
1,876
      
1,872
  
Property, plant and equipment, net
    
2,105
      
2,072
  
Intangible assets, net
    
15,677
      
16,139
  
                 
     
19,670
      
20,092
  
                 
   
$
87,537
    
$
71,915
  
CURRENT LIABILITIES:
                
Trade payables
  
$
1,203
    
$
863
  
Employees and payroll accruals
    
2,217
      
2,535
  
Operating lease liability
    
785
      
777
  
Liabilities in respect of government grants
    
144
      
72
  
Pre-funded warrants
    
-
      
4,144
  
Deferred revenues and other advances
    
26
      
47
  
Other payables
    
951
      
1,238
  
                 
     
5,326
      
9,676
  
LONG-TERM LIABILITIES:
                
Operating lease liability
    
1,602
      
1,663
  
Liabilities in respect of government grants
    
3,966
      
3,694
  
                 
     
5,568
      
5,357
  
SHAREHOLDERS' EQUITY:
                
Ordinary shares of NIS 0.02 par value:
Authorized − 150,000,000 ordinary shares; Issued and outstanding – 40,621,124 shares as of June 30, 2021 and 35,600,088 shares as of December 31, 2020
    
231
      
200
  
Share premium and other capital reserve
    
258,258
      
225,121
  
Accumulated deficit
    
(192,088
)
    
(179,276
)
                 
Equity attributable to equity holders of the Company
    
66,401
      
46,045
  
                 
Non-controlling interests
    
10,242
      
10,837
  
                 
   Total equity
    
76,643
      
56,882
  
                 
   
$
87,537
    
$
71,915
  

7

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF PROFIT OR LOSS
U.S. dollars in thousands (except share and per share data)

   
Six months ended
June 30,
    
Three months ended
June 30,
    
Year ended December 31,
  
   
2021
    
2020
    
2021
    
2020
    
2020
  
   
Unaudited
    
Audited
  
                               
Revenues
  
$
468
    
$
373
    
$
135
    
$
298
    
$
1,040
  
Cost of revenues
    
399
      
153
      
128
      
114
      
574
  
                                         
Gross profit
    
69
      
220
      
7
      
184
      
466
  
                                         
Operating expenses:
                                        
                                         
Research and development, net
    
9,283
      
8,478
      
4,986
      
3,891
      
17,287
  
Business development
    
1,242
      
1,438
      
672
      
468
      
2,672
  
General and administrative
    
3,249
      
2,388
      
1,795
      
1,051
      
5,321
  
                                         
Total operating expenses
    
13,774
      
12,304
      
7,453
      
5,410
      
25,280
  
                                         
Operating loss
    
(13,705
)
    
(12,084
)
    
(7,446
)
    
(5,226
)
    
(24,814
)
                                         
Financing income
    
617
      
643
      
565
      
506
      
1,591
  
Financing expenses
    
(919
)
    
(584
)
    
(14
)
    
(97
)
    
(2,951
)
                                         
Financing income (expense), net
    
(302
)
    
59
      
551
      
409
      
(1,360
)
                                         
Loss before taxes on income
    
(14,007
)
    
(12,025
)
    
(6,895
)
    
(4,817
)
    
(26,174
)
Taxes on income
    
11
      
7
      
3
      
1
      
32
  
                                         
Loss
  
$
(14,018
)
  
$
(12,032
)
  
$
(6,898
)
  
$
(4,818
)
  
$
(26,206
)
                                         
Attributable to:
                                        
Equity holders of the Company
  
$
(12,812
)
    
(10,468
)
    
(6,210
)
    
(4,238
)
    
(23,374
)
Non-controlling interests
    
(1,206
)
    
(1,564
)
    
(688
)
    
(580
)
    
(2,832
)
                                         
   
$
(14,018
)
  
$
(12,032
)
  
$
(6,898
)
  
$
(4,818
)
  
$
(26,206
)
                                         
Basic and diluted loss per share, attributable to equity holders of the Company
  
$
(0.32
)
  
$
(0.41
)
  
$
(0.15
)
  
$
(0.16
)
  
$
(0.83
)
                                         
Weighted average number of shares used in computing basic and diluted loss per share
    
39,778,174
      
25,754,297
      
40,580,563
      
25,754,297
      
28,158,779
  

8

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
U.S. dollars in thousands

   
Six months ended
June 30,
    
Three months ended
June 30,
    
Year ended December 31,
  
   
2021
    
2020
    
2021
    
2020
    
2020
  
   
Unaudited
    
Audited
  
Cash flows from operating activities
                              
                               
Loss
  
$
(14,018
)
  
$
(12,032
)
  
$
(6,898
)
  
$
(4,818
)
  
$
(26,206
)
                                         
Adjustments to reconcile loss to net cash used in operating activities:
                                        
                                         
Adjustments to the profit or loss items:
                                        
                                         
Depreciation
    
672
      
916
      
342
      
496
      
1,792
  
Amortization of intangible assets
    
462
      
465
      
232
      
233
      
935
  
Share-based compensation
    
1,089
      
2,789
      
558
      
854
      
4,097
  
Pre-funded warrants issuance expenses
    
212
      
-
              
-
      
211
  
Net financing expense (income)
    
(7
)
    
(66
)
    
(693
)
    
(467
)
    
1,031
  
Taxes on income
    
11
      
7
      
3
      
1
      
32
  
                                         
     
2,439
      
4,111
      
442
      
1,117
      
8,098
  
Changes in asset and liability items:
                                        
                                         
Decrease (increase) in trade receivables
    
14
      
13
      
11
      
2
      
(150
)
Decrease (increase) in other receivables
    
1,010
      
390
      
291
      
547
      
(1,300
)
Increase in long-term deposits
    
(3
)
    
-
      
(2
)
    
-
      
-
  
Increase (decrease) in trade payables
    
355
      
(234
)
    
232
      
40
      
(29
)
Increase (decrease) in employees and payroll accruals
    
(318
)
    
(483
)
    
(180
)
    
156
      
456
  
Decrease in other payables
    
(278
)
    
(229
)
    
(23
)
    
(17
)
    
(87
)
Increase (decrease) in deferred revenues and other advances
    
(21
)
    
172
      
-
      
213
      
(339
)
                                         
     
759
      
(371
)
    
329
      
941
      
(1,449
)
                                         
Cash received (paid) during the period for:
                                        
                                         
Interest received
    
145
      
166
      
76
      
54
      
294
  
Interest paid
    
(138
)
    
(118
)
    
(81
)
    
(68
)
    
(238
)
Taxes paid
    
(11
)
    
(7
)
    
(3
)
    
(1
)
    
(13
)
                                         
Net cash used in operating activities
  
$
(10,824
)
  
$
(8,251
)
  
$
(6,135
)
  
$
(2,775
)
  
$
(19,514
)

9

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
U.S. dollars in thousands

   
Six months ended
June 30,
    
Three months ended
June 30,
    
Year ended December 31,
  
   
2021
    
2020
    
2021
    
2020
    
2020
  
   
Unaudited
    
Audited
  
Cash flows from investing activities:
                              
                               
Purchase of property, plant and equipment
    
(407
)
    
(415
)
    
(224
)
    
(124
)
    
(682
)
Proceeds from sale of marketable securities
    
406
      
2,097
      
205
      
1,053
      
2,097
  
Purchase of marketable securities
    
(20,990
)
    
-
      
(709
)
    
-
      
-
  
Proceeds from bank deposits, net
    
-
      
3,000
      
9,500
      
500
      
8,000
  
                                         
Net cash provided by (used in) investing activities
  
$
(20,991
)
  
$
4,682
    
$
8,772
    
$
1,429
    
$
9,415
  
                                         
Cash flows from financing activities:
                                        
                                         
Proceeds from issuance of ordinary shares, net of issuance expenses
    
27,922
      
-
      
814
      
-
      
18,658
  
Proceeds from issuance of pre-funded warrants
    
-
      
-
      
-
      
-
      
1,989
  
Proceeds from advances for pre-funded warrants
    
-
      
-
      
-
      
-
      
9
  
Proceeds from exercise of options
    
460
      
-
      
15
      
-
      
59
  
Repayment of lease liability
    
(316
)
    
(329
)
    
(149
)
    
(152
)
    
(639
)
Proceeds from government grants
    
380
      
175
      
257
      
-
      
320
  
Repayment of government grants
    
(20
)
    
(11
)
    
-
      
(11
)
    
(22
)
                                         
Net cash provided by (used in) financing activities
    
28,426
      
(165
)
    
937
      
(163
)
    
20,374
  
                                         
Exchange rate differences - cash and cash equivalent balances
    
(85
)
    
60
      
539
      
572
      
1,206
  
                                         
Increase (decrease) in cash and cash equivalents
    
(3,474
)
    
(3,674
)
    
4,113
      
(937
)
    
11,481
  
                                         
Cash and cash equivalents, beginning of the period
    
46,229
      
34,748
      
38,642
      
32,011
      
34,748
  
                                         
Cash and cash equivalents, end of the period
  
$
42,755
    
$
31,074
    
$
42,755
    
$
31,074
    
$
46,229
  
                                         
Significant non-cash activities
                                        
Acquisition of property, plant and equipment
  
$
42
    
$
117
    
$
42
    
$
117
    
$
57
  
                                         
Increase (decrease) of right-of-use asset recognized with corresponding lease liability
  
$
317
    
$
-
    
$
155
    
$
-
    
$
(41
)
                                         
Exercise of options
  
$
-
    
$
-
    
$
-
    
$
-
    
$
57
  

10

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