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Evogene reaches deal with Pure Capital Group to reshape its board

October 6, 2026 4:00 PM EDT

Evogene Ltd. (Nasdaq: EVGN) (TASE: EVGN) announced it has entered into a cooperation agreement with L.I.A. Pure Capital Ltd. and Invest Pro Shukai Hon Ltd., collectively referred to as the Pure Capital Group, to resolve disputes that arose following the company's Annual General Meeting held on Sept. 4, 2026.



The Pure Capital Group had contested the voting results from that meeting and, on Sept. 8, 2026, served notice of its intention to initiate a special tender offer under Section 328 of the Israeli Companies Law. Under the cooperation agreement, the group has agreed to withdraw that notice and enter into a 60-day standstill period.



As part of the agreement, two current directors, Dr. Yael Margolin and Mr. Yoshinori Oikawa, have resigned and will be replaced by Pure Capital Group nominees Dr. Adi Zuluf-Shani and Mr. Oz Adler. Evogene will convene a general shareholder meeting within 42 days to formally elect those nominees and, subject to shareholder approval, elect two additional Pure Capital Group nominees, Mr. Itay Maroz and Mr. Shahar Zadok, replacing outgoing directors Mr. Dan Falk and Dr. Adrian Percy.



Following shareholder approval, the reconstituted board will consist of seven directors: four nominated by the Pure Capital Group and three continuing directors — Mr. Ofer Haviv, Mr. Nir Nimrodi, and Mr. Leon Y. Recanati — who are expected to serve during a transition period of up to six months. If any continuing director has not resigned after that period, the board may convene a shareholder meeting to remove that director.



During the 60-day standstill, Evogene has agreed to refrain from issuing shares or convertible securities, including through its at-the-market facility, except for routine employee issuances consistent with prior practice.



Evogene, based in Rehovot, Israel, focuses on computational chemistry and the generative design of small molecules for pharmaceutical and agricultural applications, centered on its ChemPass AI technology.


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