Exhibit 99.1
EVOGENE LTD. AND ITS SUBSIDIARIES
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2026
U.S. DOLLARS IN THOUSANDS
UNAUDITED
INDEX
CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION
U.S. dollars in thousands
| June 30, | December 31, | ||||||||||
| 2026 | 2025 | ||||||||||
| Note | Unaudited | ||||||||||
| ASSETS | |||||||||||
| CURRENT ASSETS: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
| Trade receivables | |||||||||||
| Other receivables and prepaid expenses | 4 | ||||||||||
| Deferred expenses related to issuance of warrants | |||||||||||
| Inventories | |||||||||||
| LONG-TERM ASSETS: | |||||||||||
| Long-term deposits and other receivables | |||||||||||
| Investment accounted for using the equity method | |||||||||||
| Deferred expenses related to issuance of warrants | |||||||||||
| Right-of-use-assets | |||||||||||
| Property, plant and equipment, net | |||||||||||
| TOTAL ASSETS | $ | $ | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
| CURRENT LIABILITIES: | |||||||||||
| Trade payables |
$ |
$ | |||||||||
| Employees and payroll accruals | |||||||||||
| Lease liabilities | |||||||||||
| Liabilities in respect of government grants | 5 | ||||||||||
| Deferred revenues and other advances | |||||||||||
| Warrants liability | 6 | ||||||||||
| Other payables | |||||||||||
| LONG-TERM LIABILITIES: | |||||||||||
| Lease liabilities | |||||||||||
| Liabilities in respect of government grants | 5 | ||||||||||
| Deferred revenues and other advances | |||||||||||
| TOTAL LIABILITIES | $ | $ | |||||||||
| SHAREHOLDERS' EQUITY: | |||||||||||
| Ordinary shares of NIS Authorized – |
|||||||||||
| Share premium and other capital reserves | |||||||||||
| Accumulated deficit | ( |
) | ( |
) | |||||||
| Equity attributable to equity holders of the Company | ( |
) | ( |
) | |||||||
| Non-controlling interests | |||||||||||
| TOTAL EQUITY | |||||||||||
| TOTAL LIABILITIES AND EQUITY |
$ |
$ | |||||||||
The accompanying notes are an integral part of the consolidated interim financial statements.
F - 2
CONSOLIDATED INTERIM STATEMENTS OF PROFIT OR LOSS
U.S. dollars in thousands
|
Six months ended June 30, |
|||||||||||
| 2026 | 2025(*) | ||||||||||
| Note | Unaudited | ||||||||||
| Revenues | 3 | $ | $ | ||||||||
| Cost of revenues | |||||||||||
| Gross profit | |||||||||||
| Operating expenses (income): | |||||||||||
| Research and development, net | |||||||||||
| Sales and marketing | |||||||||||
| General and administrative | |||||||||||
| Other expenses (income) | ( |
) | |||||||||
| Total operating expenses, net | |||||||||||
| Operating loss | ( |
) | ( |
) | |||||||
| Financing income | |||||||||||
| Financing expenses | ( |
) | ( |
) | |||||||
| Financing income (loss), net | ( |
) | |||||||||
| Share of loss from equity accounted investment | ( |
) | ( |
) | |||||||
| Loss before taxes on income | ( |
) | ( |
) | |||||||
| Taxes on income | |||||||||||
| Loss from continuing operations | ( |
) | ( |
) | |||||||
| Loss from discontinued operations, net | 9 | ( |
) | ( |
) | ||||||
| Loss | $ | ( |
) | $ | ( |
) | |||||
| Attributable to: | |||||||||||
| Equity holders of the Company | ( |
) | $ | ( |
) | ||||||
| Non-controlling interests | $ | ( |
) | ( |
) | ||||||
| $ | ( |
) | $ | ( |
) | ||||||
| Basic and diluted loss per share from continuing operations, attributable to equity holders of the Company | $ | ( |
) | $ | ( |
) | |||||
| Basic and diluted loss per share from discontinued operations, attributable to equity holders of the Company | $ | ( |
) | $ | ( |
) | |||||
| Basic and diluted loss per share, attributable to equity holders of the Company | $ | ( |
) | $ | ( |
) | |||||
| Weighted average number of ordinary shares used in computing basic and diluted loss per share | |||||||||||
(*) Reclassified to conform to the current period presentation, following the classification of certain operations as discontinued operations.
The accompanying notes are an integral part of the consolidated interim financial statements.
F - 3
CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY
U.S. dollars in thousands
| Attributable to equity holders of the Company | ||||||||||||||||||||||||
|
Share capital |
Share premium and other capital reserves | Accumulated deficit | Total | Non-controlling interests | Total equity | |||||||||||||||||||
| Unaudited | ||||||||||||||||||||||||
| Balance as of January 1, 2026 | $ | $ | $ | ( |
) | $ | ( |
) | $ | $ | ||||||||||||||
| Loss | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||
| Issuance of ordinary shares, net of issuance expenses | ||||||||||||||||||||||||
| Exercise of warrants | ||||||||||||||||||||||||
| Forfeiture of non-controlling interests regarding share-based compensation | ( |
) | ||||||||||||||||||||||
| Dividend to non-controlling interests | ( |
) | ( |
) | ||||||||||||||||||||
| Restricted share units (“RSUs”) vested | ) | ) | ) | ) | ||||||||||||||||||||
| Share-based compensation and RSUs | ( |
) | ||||||||||||||||||||||
| Balance as of June 30, 2026 | $ | $ | $ | ( |
) | $ | ( |
) | $ | $ | ||||||||||||||
| Attributable to equity holders of the Company | ||||||||||||||||||||||||
|
Share capital |
Share premium and other capital reserves | Accumulated deficit | Total | Non-controlling interests | Total equity | |||||||||||||||||||
| Unaudited | ||||||||||||||||||||||||
| Balance as of January 1, 2025 | $ | $ | $ | ( |
) | $ | ( |
) | $ | $ | ||||||||||||||
| Loss | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||
| Issuance of ordinary shares, net of issuance expenses | ||||||||||||||||||||||||
| Exercise of pre-funded warrants | ||||||||||||||||||||||||
| Exercise of subsidiary options | ( |
) | ||||||||||||||||||||||
| RSUs vested | ) | ) | ) | ) | ||||||||||||||||||||
| Share-based compensation and RSUs | ||||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | $ | ( |
) | $ | ( |
) | $ | $ | ||||||||||||||
*) Represents an amount lower than $1.
The accompanying notes are an integral part of the consolidated interim financial statements.
F - 4
CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
U.S. dollars in thousands
|
Six months ended June 30, |
||||||||
| 2026 | 2025(*) | |||||||
| Unaudited | ||||||||
| Cash flows from operating activities | ||||||||
| Loss from continuing operations | $ | ( |
) | $ | ( |
) | ||
| Adjustments to reconcile loss to net cash used in operating activities: | ||||||||
| Adjustments to the profit or loss items: | ||||||||
| Depreciation and amortization of property, plant and equipment and right-of-use-assets | ||||||||
| Impairment of property, plant and equipment | ||||||||
| Share-based compensation | ||||||||
| Remeasurement of convertible SAFE | ( |
) | ||||||
| Net financing expenses (income) | ||||||||
| Gain from sale of property, plant and equipment | ( |
) | ( |
) | ||||
| Revaluation of government grants | ||||||||
| Amortization of deferred expenses related to issuance of warrants | ||||||||
| Remeasurement of pre-funded warrants and warrants | ( |
) | ( |
) | ||||
| Expenses related to warrants inducement transaction | ||||||||
| Share of loss of an associate | ||||||||
| Taxes on income | ||||||||
| ( |
) | |||||||
| Changes in asset and liability items: | ||||||||
| Increase in trade receivables | ( |
) | ( |
) | ||||
| Decrease in other receivables and prepaid expenses | ||||||||
| Decrease (increase) in inventories | ( |
) | ||||||
| Decrease in trade payables | ( |
) | ( |
) | ||||
| Increase (decrease) in employees and payroll accruals | ( |
) | ||||||
| Decrease in other payables | ( |
) | ( |
) | ||||
| Decrease in deferred revenues and other advances | ( |
) | ( |
) | ||||
| ( |
) | |||||||
| Cash received (paid) during the period for: | ||||||||
| Interest received | ||||||||
| Interest paid | ( |
) | ( |
) | ||||
| Taxes paid | ( |
) | ( |
) | ||||
| Net cash used in continuing operating activities | ( |
) | ( |
) | ||||
| Net cash used in operating activities of discontinued operations | ( |
) | ( |
) | ||||
| Net cash used in operating activities | $ | ( |
) | $ | ( |
) | ||
F - 5
CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
U.S. dollars in thousands
|
Six months ended June 30, |
||||||||
| 2026 | 2025(*) | |||||||
| Unaudited | ||||||||
| Cash flows from investing activities: | ||||||||
| Purchase of property, plant and equipment | $ | ( |
) | $ | ( |
) | ||
| Proceeds from sale of property, plant and equipment | ||||||||
| Proceeds from finance sub-lease asset | ||||||||
| Investment in bank deposits, net | ( |
) | ||||||
| Net cash provided by (used in) continuing investing activities | ( |
) | ||||||
| Net cash used in investing activities of discontinued operations, mainly due to investment in bank deposits, net | ( |
) | ||||||
| Net cash provided by (used in) investing activities | $ | $ | ( |
) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from issuance of ordinary shares, net of issuance expenses | $ | $ | ||||||
| Proceeds from issuance of ordinary shares in warrant inducement transaction, net of issuance expenses | ||||||||
| Repayment of lease liability | ( |
) | ( |
) | ||||
| Dividend paid by subsidiary to non-controlling interests | ( |
) | ||||||
| Proceeds from government grants | ||||||||
| Repayment of government grants | ( |
) | ( |
) | ||||
| Net cash provided by continuing financing activities | ||||||||
| Net cash provided by (used in) financing activities of discontinued operations | ( |
) | ||||||
| Net cash provided by financing activities | ||||||||
| Exchange rate differences - cash and cash equivalent balances | ( |
) | ||||||
| Decrease in cash and cash equivalents | ( |
) | ( |
) | ||||
| Cash and cash equivalents, beginning of the period | ||||||||
| Cash and cash equivalents presented in assets held for sale | ( |
) | ||||||
| Cash and cash equivalents, end of the period |
$ |
$ |
||||||
| Significant non-cash activities | ||||||||
| Acquisition of property, plant and equipment | $ | $ | ||||||
| Right-of-use assets recognized with corresponding lease liability | $ | $ | ||||||
| Exercise of pre-funded warrants | $ | |||||||
| Derecognition of property, plant and equipment under a finance lease | $ | |||||||
(*) Reclassified to conform to the current period presentation, following the classification of certain operations as discontinued operations.
The accompanying notes are an integral part of the consolidated interim financial statements.
F - 6
| a. | Evogene Ltd. (“Evogene” and together with its subsidiaries, the “Company”) was founded on October 10, 1999, as Agro Leads Ltd., a division of Compugen Ltd. In 2002, the Company was spun off as an independent corporation under the laws of the State of Israel and changed its name to Evogene Ltd. The Company’s shares have been listed for trading on the Tel Aviv Stock Exchange since 2007, on the New York Stock Exchange from November 2013 until December 2016, and on the Nasdaq Stock Market since December 2016. |
Evogene is a computational biology and chemistry company focused on the development of life-science products utilizing its computational predictive biology platforms. The Company has established three technological engines – MicroBoost AI, ChemPass AI and GeneRator AI – focused on the discovery and development of products based on microbes, small molecules and genetic elements, respectively.
During 2025, the Company commenced the implementation of a strategic shift to focus its efforts on developing products based on small molecules. As a result, the Company has focused its activities mainly on ChemPass AI, deployed across the pharmaceutical and agricultural industries, and streamlined activities outside its focus areas.
The Company has the following direct and indirect subsidiaries: Casterra Ag Ltd. (formerly Evofuel Ltd.), Casterra Kenya Limited, Evogene Inc., Biomica Ltd.(“Biomica”), AgPlenus Ltd., AgPlenus Inc., Lavie Bio Ltd., Lavie Bio Inc., Lavie Tech Inc., Taxon Biosciences, Inc. and Canonic Ltd.
Casterra Ag Ltd. focuses on the development and sales of improved castor seeds and grains for industrial uses. In March 2025, Casterra incorporated Casterra Kenya Limited, a wholly owned subsidiary, which is currently in the process of dissolution. The Company is in the process of incorporating a wholly owned subsidiary in Brazil Casterra Ltda.
Evogene Inc. was incorporated in Delaware, United States, in 2006 and from 2015 to 2019 was engaged in research and development in the field of insect control. As of June 30, 2026, the company is inactive.
Biomica Ltd. was incorporated on March 2, 2017, with the mission of discovering and developing human microbiome-based therapeutics. On February 4, 2026, Biomica entered into an exclusive worldwide licensing agreement with Shanghai Lishan Biopharmaceuticals Co., Ltd. (“Lishan Biotech”) for BMC128, a microbiome-based therapeutic developed by Biomica. Under the agreement, Biomica is eligible to receive development and sales milestone payments and royalties, subject to certain conditions. Following the licensing agreement and the completion of the BMC128 Phase 1 clinical study, Biomica concluded its ongoing operations. Accordingly, beginning in the second quarter of 2026, Biomica’s results are presented as discontinued operations in the consolidated statements of profit or loss. During the second quarter of 2026, Biomica distributed a $
AgPlenus Ltd. focuses on the development of crop protection products by leveraging predictive biology. On August 27, 2020, AgPlenus Ltd. incorporated a wholly owned U.S. subsidiary, AgPlenus Inc. which was dissolved as of May 26, 2026.
Lavie Bio Ltd. was incorporated on January 21, 2019, with the mission to improve food quality and sustainability through the introduction of microbiome-based ag-biological products. In 2019, Lavie Bio Ltd. incorporated two wholly owned US subsidiaries: Lavie Bio Inc., and Lavie Tech Inc. Lavie Tech Inc. wholly owns Taxon Biosciences, Inc.
Lavie Bio Inc., Lavie Tech Inc. and Taxon Biosciences, Inc. were dissolved as of May 26, 2026.
In April 2025, Lavie Bio entered into an agreement pursuant to which Dead Sea Works Ltd. (an affiliate of ICL Group Ltd., or ICL) agreed to acquire the majority of its activities for approximately $
F - 7
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
NOTE 1: – GENERAL (Cont.)
Canonic was engaged in the development of medical cannabis products and ceased its activities during 2024.
The Company also holds approximately 32% of the share capital of Finally Foods Ltd. and accounts for this investment using the equity method.
The Company operates in three segments: Agriculture, Industry and Human (see Note 8).
| b. | During the periods presented, the Company principally derived its revenues from collaboration agreements, agricultural services provided through Evogene’s farm operations and castor seed sales (primarily during 2025) (see Note 3). For revenues from major customers, see Note 8(d). |
The Company has a history of losses and incurred operating losses of $
The Company's management and board of directors are of the opinion that the Company’s current and expected financial resources will be sufficient to continue the development of the Company's products for the foreseeable future. The Company has plans to improve operating cash flows by entering other collaborations, strategic alliances or licensing arrangements with third parties and also by exploring exit opportunities for certain subsidiaries. The Company may seek to raise additional funds through public or private equity or debt financings or other sources.
| c. | On February 10, 2026, Evogene entered into an inducement offer letter agreement with an existing institutional investor of Evogene (the “Holder”), pursuant to which the Holder agreed to exercise for cash |
The New Warrants were classified as a liability in the consolidated interim statements of financial position, initially recorded at fair value and subsequently remeasured at each reporting date using the Black-Scholes option pricing model. As a result of the warrant inducement transaction, the full amortization of deferred expenses related to the issuance of the Existing Warrants and the subsequent remeasurement to fair value, the Company recorded financial expenses of approximately $
On June 11, 2026 the Company entered into a Sales Agreement (the “Sales Agreement”), with Alliance Global Partners as selling agent to offer and sell Evogene’s ordinary shares in an at-the-market (“ATM”) offering of up to $
F - 8
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
NOTE 2: - SIGNIFICANT ACCOUNTING POLICIES
| a. | Basis of preparation of the interim consolidated financial statements: |
The interim consolidated financial statements for the six months ended June 30, 2026 have been prepared in accordance with International Accounting Standard (“IAS”) 34, “Interim Financial Reporting.”
The accompanying unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes for the year ended December 31, 2025, included in the Company’s Annual Report on Form 20-F filed with the Securities and Exchange Commission (the “SEC”) on March 26, 2026.
The accompanying interim consolidated statement of financial position as of June 30, 2026, the consolidated interim statements of profit or loss, the consolidated interim statements of changes in equity and the consolidated interim statements of cash flows for the six months ended June 30, 2026 and 2025 are unaudited. These unaudited interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and applicable rules and regulations of the SEC regarding interim financial reporting. In management’s opinion, the unaudited interim consolidated financial statements include all adjustments of a normal recurring nature necessary for the fair presentation of the Company’s financial position as of June 30, 2026 and December 31, 2025, as well as its results of operations and cash flows for the six months ended June 30, 2026 and 2025. The results of operations for the six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.
The significant accounting policies applied in the preparation of the interim consolidated financial statements are consistent with those followed in the preparation of the 2025 annual consolidated financial statements.
A discontinued operation is a component of the Company that represents a separate major line of business operation or geographical area of operations that either has been disposed of or is classified as a discontinued operation.
F - 9
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
NOTE 3: - REVENUE FROM CONTRACTS WITH CUSTOMERS
Disaggregation of revenue
The following table disaggregates Company’s revenues by timing of revenue recognition:
|
Six months ended June 30, |
||||||||
| 2026 | 2025(*) | |||||||
| Unaudited | ||||||||
| Revenue recognized at a point in time, attributable to industrial segment | $ | $ | ||||||
| Revenue recognized over time, attributable to agriculture and unallocated segment (see also Note 8) | ||||||||
| $ | $ | |||||||
(*) Reclassified to conform to the current period presentation, following the classification of certain operations as discontinued operations.
NOTE 4: - OTHER RECEIVABLES AND PREPAID EXPENSES
|
June 30, 2026 |
December 31, 2025 |
|||||||
| Unaudited | Audited | |||||||
| Government authorities | $ | $ | ||||||
| Grant receivables | ||||||||
| Prepaid expenses | ||||||||
| Other | ||||||||
| $ | $ | |||||||
NOTE 5: - LIABILITIES IN RESPECT OF GOVERNMENT GRANTS
|
June 30, 2026 |
December 31, 2025 |
|||||||
| Unaudited | Audited | |||||||
| Balance at January 1, | $ | $ | ||||||
| Grants received | ||||||||
| Royalties paid | ( |
) | ( |
) | ||||
| Amounts recorded in profit or loss | ( |
) | ||||||
| $ | $ | |||||||
The Company received research and development grants from the Israel Innovation Authority (“IIA”) and undertook to pay royalties of
F - 10
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
NOTE 6: - FINANCIAL INSTRUMENTS
The carrying amounts of cash and cash equivalents, short-term bank deposits, trade receivables, other receivables, long term deposits, trade payables and other payables approximate their fair values due to the short-term maturities of such instruments.
The fair value of the liabilities in respect of government grants is measured using a discount rate that reflects the applicable market rate of interest at the date the grants are received, which approximates the fair value at the respective balance sheet date.
The fair value of lease liability is measured using a discount rate that reflects the Incremental Borrowing Rate (IBR) of interest at the date of the contract.
The fair value measurement of the warrants liability described in Note 1(c) is classified within Level 3 of the fair value hierarchy. The warrants liability was initially measured at fair value as of the transaction date and is subsequently remeasured at each reporting date using the Black-Scholes option pricing model. The following assumptions were used in measuring the fair value of the warrants during the period from the issuance date through June 30, 2026:
Dividend yield (%) -
Expected volatility of the share prices (%) –
Risk-free interest rate (%) –
The following table provides a reconciliation of warrants and prefunded warrants liabilities measured at fair value:
|
June 30, 2026 |
December 31, 2025 |
|||||||
| Unaudited | Audited | |||||||
| Balance on January 1, | $ | $ | ||||||
| Change in fair value of pre-funded warrants | ( |
) | ||||||
| Exercise of pre-funded warrants | ( |
) | ||||||
| Change in fair value of Existing Warrants | ( |
) | ( |
) | ||||
| Modification of Existing Warrants | ( |
) | ||||||
| Exercise of Existing Warrants | ( |
) | ||||||
| Initial recognition of New Warrants | ||||||||
| Change in fair value of New Warrants | ( |
) | ||||||
| $ | $ | |||||||
F - 11
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
NOTE 7: - SHARE-BASED COMPENSATION
| i. | Expenses recognized in the financial statements: |
The expense recognized in the Company's financial statements for services provided by employees and service-providers is as follows:
|
Six months ended June 30, |
||||||||
| 2026 | 2025 | |||||||
| Unaudited | ||||||||
| Share-based compensation - Attributable to equity holders of the Company | $ | $ | ||||||
| Share-based compensation - Attributable to non-controlling interests (*) | ( |
) | ||||||
| $ | $ | |||||||
(*) Share-based compensation expenses (income) related to discontinued operations in the total amount of $(
Evogene maintains two share option and equity incentive plans: the Evogene Ltd. 2013 Share Option Plan and the Evogene Ltd. 2021 Share Incentive Plan (the “2021 Plan”). All such option and incentive plans provide for the grant of options to purchase the Company's ordinary shares which generally expire 10 years from the grant date.
| ii. | Evogene share-based payment plan for employees, directors and consultants: |
During the six months ended June 30, 2026 and 2025, the board of directors of Evogene approved to grant to its employees, directors and consultants an aggregate of
| iii. | Evogene share options activity: |
The following table summarizes the number of share options, the weighted average exercise price, and changes to the number of outstanding options held by employees, consultants and directors of Evogene under the applicable plans, as of June 30, 2026 and June 30, 2025 and over the course of the periods then ended:
| 2026 | 2025 | |||||||||||||||
| Number of options | Weighted average exercise prices ($) | Number of options | Weighted average exercise prices ($) | |||||||||||||
| Outstanding on January 1, | ||||||||||||||||
| Granted | ||||||||||||||||
| Exercised | ||||||||||||||||
| Forfeited/Expired | ( |
) | ( |
) | ||||||||||||
| Outstanding on June 30, | ||||||||||||||||
| Exercisable at June 30, | ||||||||||||||||
F - 12
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
NOTE 7: - SHARE-BASED COMPENSATION (Cont.)
The fair value of Company share options granted to employees, directors and consultants for the six months ended June 30, 2026 and 2025 was estimated using the binomial model with the following assumptions:
| 2026 | 2025 | |||||||
| Dividend yield (%) | ||||||||
| Expected volatility of the share prices (%) | ||||||||
| Risk-free interest rate (%) | ||||||||
| Suboptimal factor | ||||||||
| Post-vesting forfeiture rate (%) | ||||||||
The expected volatility of the share prices reflects the assumption that the historical volatility of the share prices is reasonably indicative of expected future trends.
| iv. | Evogene RSUs activity: |
The 2021 Plan also provides for the grant of restricted shares and RSUs. No restricted shares or RSUs were granted during the six months ended June 30, 2026 and 2025.
The following table summarizes the number of RSUs, the weighted average grant date fair value and the changes to the number of outstanding RSUs held by employees, consultants and directors of Evogene under the 2021 Plan as of June 30, 2026 and June 30, 2025 and during the periods then ended:
| 2026 | 2025 | |||||||||||||||
| Number of RSUs | Weighted average grant date fair value | Number of RSUs | Weighted average grant date fair value | |||||||||||||
| Outstanding on January 1, | ||||||||||||||||
| Granted | ||||||||||||||||
| Vested | ( |
) | ( |
) | ||||||||||||
| Forfeited | ( |
) | ( |
) | ||||||||||||
| Outstanding on June 30, | ||||||||||||||||
| v. | Evogene’s subsidiaries maintain share option and incentive plans with similar terms and conditions. During the six months ended June 30, 2025, Evogene’s subsidiaries approved to grant their employees, directors and consultants |
F - 13
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
NOTE 7: - SHARE-BASED COMPENSATION (Cont.)
The following table summarizes the number of share options, the weighted average exercise price, and the changes to the number of outstanding options held by employees, consultants and directors of Evogene’s subsidiaries under the subsidiary option plans as of June 30, 2026 and June 30, 2025 and during the periods then ended:
| 2026 | 2025 | |||||||||||||||
| Number of options | Weighted average exercise prices ($) | Number of options | Weighted average exercise prices ($) | |||||||||||||
| Outstanding on January 1, | ||||||||||||||||
| Granted | ||||||||||||||||
| Exercised | ||||||||||||||||
| Forfeited/Expired | ( |
) | ( |
) | ||||||||||||
| Outstanding on June 30, | ||||||||||||||||
| Exercisable on June 30, | ||||||||||||||||
The fair value of Company's subsidiaries’ share options granted to employees, directors and consultants for the six months ended June 30, 2025 was estimated using the binomial model with the following assumptions:
| 2025 | ||||
| Dividend yield (%) | ||||
| Expected volatility of the share prices (%) | ||||
| Risk-free interest rate (%) | ||||
| Suboptimal factor | ||||
| Post-vesting forfeiture rate (%) | ||||
| vi. | The total compensation cost related to all the Company's equity-based awards, recognized during the presented periods was comprised as follows: |
|
Six months ended June 30, |
||||||||
| 2026 | 2025 | |||||||
| Unaudited | ||||||||
| Cost of revenues | $ | $ | ||||||
| Research and development, net | ||||||||
| Sales and marketing | ||||||||
| General and administrative | ||||||||
| Loss from discontinued operations, net | ( |
) | ||||||
| $ | $ | |||||||
F - 14
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
NOTE 8: - OPERATING SEGMENTS
| a. | General: |
The Company operates in three segments, Agriculture, Industry and Human. The Agriculture segment consists of the parent company, Evogene, Evogene’s subsidiary AgPlenus Ltd., and the activities of Lavie Bio Ltd. that are classified as continuing operations. The Industry segment consists of Evogene’s subsidiary Casterra Ag Ltd. The Human segment consists of certain activities of Evogene’s subsidiary Biomica Ltd. that are classified as continuing operations. The activities of Lavie Bio Ltd. and Biomica Ltd. classified as discontinued operations are presented separately under “Loss from discontinued operations, net” in the consolidated interim statement of profit or loss.
The segments were determined on the basis of information considered by the Chief Operating Decision-Maker (“CODM”) for purposes of decision-making on the allocation of resources and evaluation of performance. The following Company's segments are engaged in business activities for which they earn revenues and incur expenses, their results are reviewed by the CODM and discrete financial information is available:
| Agriculture segment | - | Ag-chemical products to improve plant performance. |
| Industry segment | - | Develops improved castor bean seeds and grains to serve as a feedstock source for other industrial uses. |
| Human segment | - | Discovery and development of human microbiome-based therapeutics. |
| Unallocated | - | Development activities related to the Company’s pharma operations, general development of enabling technologies for optimization and other corporate expenses. |
Each segment’s performance is determined based on operating loss reported in the financial statements. The results of a segment reported to the CODM include items attributed directly to a segment, as well as other items, which are indirectly attributed using reasonable assumptions.
| b. | The following table presents the Company’s revenues and operating loss by segments: |
| Agriculture | Industry | Human | Unallocated | Total | ||||||||||||||||
| Unaudited | ||||||||||||||||||||
| For the six months ended June 30, 2026 | ||||||||||||||||||||
| Revenues | $ | $ | $ | $ | $ | |||||||||||||||
| Operating loss | $ | ( |
) | $ | ( |
) | $ | $ | ( |
) | $ | ( |
) | |||||||
| Net financing expenses | $ | ( |
) | |||||||||||||||||
| Share of loss from equity accounted investment | $ | ( |
) | |||||||||||||||||
| Loss before taxes on income | $ | ( |
) | |||||||||||||||||
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NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
NOTE 8: - OPERATING SEGMENTS (Cont.)
| c. | The following table presents the Company’s revenues and operating loss by segments: |
| Agriculture (*) | Industry | Human (*) | Unallocated | Total | ||||||||||||||||
| Unaudited | ||||||||||||||||||||
| For the six months ended June 30, 2025 | ||||||||||||||||||||
| Revenues | $ | $ | $ | $ | $ | |||||||||||||||
| Operating loss | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | |||||
| Net financing income (*) | $ | |||||||||||||||||||
| Share of loss from equity accounted investment | $ | ( |
) | |||||||||||||||||
| Loss before taxes on income | $ | ( |
) | |||||||||||||||||
(*) Reclassified to conform to the current period presentation, following the classification of certain operations as discontinued operations.
| d. | Major customers: |
Detailed below are revenues from major customers each of which accounts for 10% or more, of total revenues:
|
Six months ended June 30, |
||||||||
| 2026 | 2025(*) | |||||||
| Unaudited | ||||||||
| Customer A (related to industrial segment) | % | |||||||
| Customer B (related to industrial segment) | % | |||||||
| Customer C (related to agriculture segment) | % | % | ||||||
| Customer D (related to unallocated segment) | % | |||||||
(*) Reclassified to conform to the current period presentation, following the classification of certain operations as discontinued operations.
| e. | Major contracts with customers: |
During the six months ended June 30, 2026 and 2025, the Company did not enter into any collaboration agreements which amount to 10% or more of its total revenues for the period ended June 30, 2026 and June 30, 2025.
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NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
NOTE 8: - OPERATING SEGMENTS (Cont.)
| f. | Geographical information: |
| i. | Revenues based on the location of the customers are as follows: |
|
Six months ended June 30, |
||||||||
| 2026 | 2025(*) | |||||||
| Unaudited | ||||||||
| Europe | % | % | ||||||
| Israel | % | % | ||||||
| Africa | % | % | ||||||
| % | % | |||||||
(*) Reclassified to conform to the current period presentation, following the classification of certain operations as discontinued operations.
| ii. | The carrying amounts of non-current assets (property, plant and equipment and right of use assets) in Evogene’s country of domicile (Israel) and Africa, based on the location of the assets, are as follows: |
|
June 30, 2026 |
December 31, 2025 (*) |
|||||||
| Unaudited | Audited | |||||||
| Israel | % | % | ||||||
| Africa | % | % | ||||||
| % | % | |||||||
(*) Reclassified to conform to the current period presentation, following the classification of certain operations as discontinued operations.
NOTE 9: - DISCONTINUED OPERATIONS
| a. | On April 17, 2025, the Company’s Board of Directors approved an Asset Purchase Agreement among the Company, Lavie Bio Ltd., Taxon Biosciences Inc. and Dead Sea Works Ltd. (an affiliate of ICL), which closed on July 8, 2025, for cash consideration of approximately $ |
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NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
NOTE 9: - DISCONTINUED OPERATIONS (Cont.)
| b. | On February 4, 2026, Biomica entered into an exclusive worldwide licensing agreement with Shanghai Lishan Biopharmaceuticals Co., Ltd., or Lishan Biotech, for BMC128 (designated as LS-LBP-002 by Lishan Biotech), a microbiome-based therapeutic designed to enhance anti-tumor immune activity. This agreement grants Lishan Biotech exclusive rights (subject to reaching certain commercial milestones) to further develop, manufacture and commercialize BMC128, which was developed by Biomica. Pursuant to the terms of the licensing agreement, Biomica is eligible to receive development milestones payments upon progress of Lishan Biotech’s clinical trials and receipt of regulatory approvals, sales milestones payments, and royalties from Lishan Biotech’s sales of future products, subject to certain conditions set forth therein. Following the licensing of BMC128 to Lishan Biotech and the successful completion of Biomica’s Phase 1 clinical trial, Biomica concluded its research and development activities and is no longer conducting ongoing operations. Beginning in the second quarter of 2026, Biomica’s results are presented as discontinued operations in the consolidated interim statements of profit or loss, with comparative periods reclassified accordingly. |
| c. | The following data represents the operating results attributed to the discontinued operations: |
| June 30, | ||||||||
| 2026 | 2025(*) | |||||||
| Revenues | ||||||||
| Cost of sales | ||||||||
| Gross profit | ||||||||
| Research and development, selling, general and administrative expenses | ||||||||
| Operating loss | ( |
) | ( |
) | ||||
| Finance expenses | ( |
) | ( |
) | ||||
| Loss before taxes on income | ( |
) | ( |
) | ||||
| Taxes on income | ||||||||
| Loss after taxes on income | ( |
) | ( |
) | ||||
| Loss from discontinued operations, net | ( |
) | ( |
) | ||||
| Attributable to: | ||||||||
| Equity holders of the Company | ( |
) | ( |
) | ||||
| Non-controlling interests | ( |
) | ( |
) | ||||
| ( |
) | ( |
) | |||||
(*) Reclassified to conform to the current period presentation, following the classification of certain operations as discontinued operations.
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NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
NOTE 10: - SUBSEQUENT EVENTS
During July and August 2026, the Company issued an additional
F - 19