Evogene Announces Pricing of US$5.5 Million Registered Direct Offering and Concurrent Private Placement
26 August 2024, Israel: 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.
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