Form SCHEDULE 13D/A Evogene Ltd. Filed by: L.I.A. Pure Capital Ltd
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Evogene Ltd. (Name of Issuer) |
Ordinary shares, par value NIS 0.20 per share and American Depositary Shares, each representing one (1) Ordinary Share (Title of Class of Securities) |
(CUSIP Number) |
Kfir Silberman L.I.A. Pure Capital Ltd., 20 Raoul Wallenberg Street Tel Aviv, L3, 6971916 972-3-7175777 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/16/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
L.I.A. Pure Capital Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ISRAEL
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
2,228,100.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
16.81 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) The percentage of ordinary shares, par value NIS 0.20 per share, of Evogene Ltd. (the "Ordinary Shares" and the "Issuer", respectively) beneficially owned by the Reporting Person is based on at least 13,258,521 Ordinary Shares outstanding as of July 17, 2026. The Issuer disclosed in Amendment No. 1 to the Prospectus Supplement on Form 424(b)(5), filed with the Securities and Exchange Commission on July 17, 2026, that 13,258,521 Ordinary Shares were held by non-affiliates as of that date, but did not disclose the total number of ordinary shares outstanding. Accordingly, the actual number of ordinary shares outstanding, and therefore the Reporting Person's actual percentage ownership, may be lower than the percentage reported herein.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Kfir Silberman | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ISRAEL
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,228,100.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
16.81 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) The securities reported on this Schedule are held by L.I.A. Pure Capital Ltd. ("Pure Capital"). Kfir Silberman is the officer, sole director, chairman of the board of directors and controlling shareholder of Pure Capital.
(2) The percentage of Ordinary Shares beneficially owned by the Reporting Person is based on at least 13,258,521 Ordinary Shares outstanding as of July 17, 2026. The Issuer disclosed in Amendment No. 1 to the Prospectus Supplement on Form 424(b)(5), filed with the Securities and Exchange Commission on July 17, 2026, that 13,258,521 Ordinary Shares were held by non-affiliates as of that date, but did not disclose the total number of ordinary shares outstanding. Accordingly, the actual number of ordinary shares outstanding, and therefore the Reporting Person's actual percentage ownership, may be lower than the percentage reported herein.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Invest Pro Shukai Hon Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ISRAEL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,228,100.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
16.81 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) The percentage of Ordinary Shares beneficially owned by the Reporting Person is based on at least 13,258,521 Ordinary Shares outstanding as of July 17, 2026. The Issuer disclosed in Amendment No. 1 to the Prospectus Supplement on Form 424(b)(5), filed with the Securities and Exchange Commission on July 17, 2026, that 13,258,521 Ordinary Shares were held by non-affiliates as of that date, but did not disclose the total number of ordinary shares outstanding. Accordingly, the actual number of ordinary shares outstanding, and therefore the Reporting Person's actual percentage ownership, may be lower than the percentage reported herein.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Ron Yair Peled | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ISRAEL
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,228,100.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
16.81 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) The securities reported on this Schedule are held by Invest Pro Shukai Hon Ltd. ("Invest Pro"). Ron Yair Peled is the owner and the Chief Executive Officer of Invest Pro.
(2) The percentage of Ordinary Shares beneficially owned by the Reporting Person is based on at least 13,258,521 Ordinary Shares outstanding as of July 17, 2026. The Issuer disclosed in Amendment No. 1 to the Prospectus Supplement on Form 424(b)(5), filed with the Securities and Exchange Commission on July 17, 2026, that 13,258,521 Ordinary Shares were held by non-affiliates as of that date, but did not disclose the total number of ordinary shares outstanding. Accordingly, the actual number of ordinary shares outstanding, and therefore the Reporting Person's actual percentage ownership, may be lower than the percentage reported herein.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary shares, par value NIS 0.20 per share and American Depositary Shares, each representing one (1) Ordinary Share | |
| (b) | Name of Issuer:
Evogene Ltd. | |
| (c) | Address of Issuer's Principal Executive Offices:
13 Gad Feinstein Street, Park Rehovot, Rehovot,
ISRAEL
, 7638517. | |
Item 1 Comment:
The following constitutes Amendment No. 1 ("Amendment No. 1") to the Schedule 13D previously filed by the undersigned on July 10, 2026 (as amended, the "Schedule 13D"). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein. Each capitalized term used and not defined herein shall have the meaning assigned to such term in the Schedule 13D. Except as provided herein, each Item of the Schedule 13D remains unchanged.
This Amendment No. 1 is being filed to report the increase of the Reporting Persons' beneficial ownership in the Issuer as a result of additional purchases of American Depositary Shares ("ADSs"), each representing one (1) Ordinary Share, by Pure Capital. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby amended to add the following at the end thereof:
Pure Capital acquired 202,000 additional ADSs using working capital. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | (a) Part (a) of Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
The information included herein is based on a total of at least 13,258,521 Ordinary Shares outstanding as of July 17, 2026. The Issuer disclosed in Amendment No. 1 to the Prospectus Supplement on Form 424(b)(5), filed with the Securities and Exchange Commission on July 17, 2026, that 13,258,521 Ordinary Shares were held by non-affiliates as of that date, but did not disclose the total number of ordinary shares outstanding. Accordingly, the actual number of Ordinary Shares outstanding, and therefore the Reporting Person's actual percentage ownership, may be lower than the percentage reported herein.
Pure Capital has the sole dispositive power over 1,672,000 ADSs and 56,100 Ordinary Shares, representing in the aggregate approximately 13.03% of the outstanding share capital of the Issuer, and a shared voting power over 2,172,000 ADSs and 56,100 Ordinary Shares, representing in the aggregate approximately 16.81% of the outstanding share capital of the Issuer.
Kfir Silberman does not directly own any ADSs or Ordinary Shares. Mr. Silberman, as the owner and controlling shareholder of Pure Capital, may be deemed a beneficial owner of any ADSs or Ordinary Shares beneficially owned by Pure Capital.
Pro Invest has the sole dispositive over 500,000 ADSs, representing approximately 3.77% of the outstanding share capital of the Issuer, and a shared voting power over 2,172,000 ADSs and 56,100 Ordinary Shares, representing in the aggregate approximately 16.81% of the outstanding share capital of the Issuer.
Ron Yair Peled does not directly own any ADSs or Ordinary Shares. Ron Yair Peled is the owner and the Chief Executive Officer of Invest Pro. Mr. Yair Peled, as the owner and controlling shareholder of Invest Pro, may be deemed a beneficial owner of any ADSs or Ordinary Shares beneficially owned by Invest Pro.
Voting power with respect to the reported securities is shared pursuant to the terms of the oral voting agreement, as described in Item 6.
The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
The Reporting Persons may be deemed to constitute a "group" for purposes of Section 13(d) of the Exchange Act. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that a group exists for purposes of Schedule 13(d) of the Exchange Act or for any other purpose, and each Reporting Person disclaims the existence of any such group. | |
| (c) | (c) Part (c) of Item 5 of the Schedule 13D is hereby amended and supplemented as follows:
The transactions in the securities of the Issuer by the Reporting Persons since the filing of the Schedule 13D are set forth in Exhibit 3 and are incorporated herein by reference. All of such transactions were effected in the open market. | |
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 is hereby amended to add the following exhibit:
Exhibit 3 - Transactions in Securities. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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ATTACHMENTS / EXHIBITS