On February 10, 2026 Evogene Ltd. (Nasdaq and TASE: EVGN) ("Evogene" or the "Company"), a pioneering computational chemistry company, specializing in the generative design of small molecules for the pharmaceutical and agricultural industries, reported its entry into a warrant inducement agreement with an existing institutional investor of the Company for the immediate exercise of the August 2024 Series A ordinary warrants to purchase up to 1,692,308 ordinary shares (the "Series A Warrants"), and August 2024 Series B ordinary warrants to purchase up to 1,692,308 ordinary shares (the "Series B Warrants" and together with the Series A Warrants, the "Existing Warrants"). The Existing Warrants will be exercised at a reduced exercise price of $1.00 for total gross cash proceeds of approximately $3.4 million, before deducting financial advisor fees and other transaction expenses. The Company intends to use the net proceeds from the transaction for working capital and other general corporate purposes.
In consideration for the immediate exercise in full of the Existing Warrants, the investor will receive in a private placement new Series A-1 unregistered warrants to purchase up to 2,538,462 ordinary shares (the "Series A-1 Warrants") and new Series B-1 unregistered warrants to purchase up to 2,538,462 ordinary shares (the "Series B-1 Warrants" and together with the A-1 Warrants, the "New Warrants"). The New Warrants will have an exercise price of $1.25 per share and will be immediately exercisable upon issuance. The Series A-1 Warrants and Series B-1 Warrants will expire five years and eighteen months, respectively, from the date on which they are issued. The closing of the warrant inducement transaction is expected to occur on or about February 11, 2026, subject to satisfaction of customary closing conditions.
A.G.P./Alliance Global Partners is acting as the sole financial advisor in connection with the transaction.
The New Warrants described above were offered in a private placement pursuant to an applicable exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), and, along with the ordinary shares issuable upon their exercise, have not been registered under the Securities Act, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission ("SEC") or an applicable exemption from such registration requirements. The securities were offered only to accredited investors. The Company has agreed to file a registration statement with the SEC covering the resale of the ordinary shares issuable upon exercise of the New Warrants.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an 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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(Press release, Evogene, FEB 10, 2026, View Source [SID1234662598])