Date: March 7, 2024 |
|
EVOGENE LTD.
(Registrant) By: /s/ Yaron Eldad Yaron Eldad Chief Financial Officer |
EXHIBIT NO.
|
DESCRIPTION
|
• |
Partnership with Verb Biotics: Evogene collaborated with Verb Biotics, an innovative probiotics company, to identify and design probiotic bacteria that produce sustainable quantities of microbial
metabolites to enhance human health and vitality in the rapidly growing probiotics market. Evogene will utilize MicroBoost AI tech-engine in the scope of this collaboration.
|
• |
Collaboration with Colors Farm and Ben Gurion University: Evogene partnered to pioneer crustacean gene editing technology aimed at enhancing crustacean traits. This collaboration, supported by a
grant from the Israel Innovation Authority, utilizes Evogene's GeneRator AI tech-engine.
|
• |
EU Grant for Ag-Seed Division: Evogene secured a €1.2 million EU grant to develop oil-seed crops with enhanced CO2 assimilation and drought tolerance. The program, named the EIC 2022 Horizon program,
supports businesses focusing on climate-focused and sustainable crop development.
|
• |
Seed Orders from Leading Oil and Gas Company: Casterra received seed orders totaling $11.3 million from a world-leading oil and gas company for castor cultivation in Africa, supporting the bio-diesel
industry's growth.
|
• |
Successful Delivery of High-Yield Castor Seeds: Casterra has successfully delivered its first shipment of high-yield, high-oil castor seeds from Brazil and Zambia to Africa, valued at approximately
$1 million .
|
• |
Expansion of Production Capabilities: In March 2023, the company disclosed that it has signed agreements with existing and new seed producers in Brazil and Africa to boost its castor seed
production capabilities in 2024. These agreements are projected to increase production by approximately 400 tons. The company expects that these new agreements will allow it to fulfill its existing seed orders and establish a long-term
production infrastructure.
|
• |
Licensing and Collaboration Agreement with Bayer: AgPlenus signed in February 2024 a licensing and collaboration agreement with Bayer's Crop Science division to utilize AgPlenus' AI-driven
computational modeling technology for designing and optimizing molecules targeting the APTH1 protein, a new mode of action identified by AgPlenus. Bayer has exclusive rights for developing and commercializing products resulting from this
collaboration, with AgPlenus receiving an upfront payment, ongoing research funding, milestone payments, and royalties.
|
• |
Milestone Achievement with Corteva: AgPlenus reached a milestone in the collaboration with Corteva for developing novel herbicides, successfully identifying a new family of molecules with herbicidal
effects through a novel mode of action, APCO-12. The collaboration will continue to optimize these molecules towards commercial-level products, utilizing AgPlenus' computational technology powered by Evogene's ChemPass AI tech engine.
|
• |
Successful Financing Round: Biomica completed a $20 million financing round in April 2023, with a $10 million investment from Shanghai Healthcare Capital, validating Biomica's long-term potential.
|
• |
Advancements in Clinical Trials: BMC128, Biomica's flagship product targeting immune-oncology patients, progressed through Phase 1 clinical trials, assessing its safety and tolerability in
combination with Bristol Myers Squibb's Opdivo® immunotherapy. Biomica expanded its operations by opening a second site at The Davidoff Cancer Center in Israel to facilitate patient recruitment.
|
• |
Completion of Phase I Trial Enrollment: Biomica reached a significant milestone in January 2024 by completing Phase I trial enrollment for its microbiome-based immuno-oncology drug, with promising
preliminary results. Initial data readout is expected in 2024.
|
• |
Positive Interim Results in IBS Program: Biomica reported positive interim results from pre-clinical studies on its IBS program in July 2023, showing the efficacy of Biomica's live bacterial
consortia, BMC426 and BMC427, in alleviating visceral pain, a major symptom of IBS. This presents promising new treatment avenues, with plans for further pre-clinical studies to prepare for clinical trials.
|
• |
Licensing Agreement with Corteva: Lavie Bio entered a licensing agreement granting exclusive rights to Corteva for advancing and commercializing Lavie Bio's lead bio-fungicides, LAV311 and LAV312,
targeting fruit rots. This agreement, preceded by two years of independent field validation trials, included an initial payment of $5 million to Lavie Bio, with potential future milestone payments and royalties from Corteva's sales of the
products.
|
• |
Collaboration with Syngenta: Lavie Bio announced an agreement with Syngenta for the discovery and development of new biological insecticidal solutions. Leveraging Lavie Bio's technology platform,
this collaboration aims to rapidly identify and optimize bio-insecticide candidates, further strengthening Lavie Bio's position in the agricultural market.
|
• |
Achievements of Yalos™ Bio-Inoculant:
|
- |
Obtained regulatory approval from the Canadian Food Inspection Agency (CFIA), significantly expanding its sales territory.
|
- |
Expanded scope to include durum and barley varieties across the U.S. and Canada, following successful field trials demonstrating approximately 7% yield increase.
|
- |
Secured an exclusive distribution agreement with WinField United Canada, focusing on spring wheat, durum, and barley crops in key Canadian agricultural regions.
|
• |
As of December 31, 2023, Evogene's consolidated cash, cash equivalents, and short-term bank deposits totaled approximately $31.1 million. Alongside Casterra, Canonic, and AgPlenus, Evogene had an aggregate cash reserve of $12.4 million,
with Biomica holding $12.7 million and Lavie Bio $6.0 million.
|
• |
In July 2023, Evogene entered into securities purchase agreements with institutional investors in a registered direct offering of shares only. The gross proceeds from the offering were approximately $8.5
million.
|
• |
In 2024, Evogene anticipates a significant decrease in cash usage to approximately $8 million, excluding Lavie Bio and Biomica, compared to $12.5 million in 2023. This reduction is primarily driven by an expected revenue increase
and decrease in Canonic's expenses. The total consolidated burn rate is projected to decline as well to $21 million in 2024, down from $23.1 million in 2023.
|
• |
The company does not have any bank debt.
|
• |
Revenues for 2023 were approximately $5.6 million, in comparison to approximately $1.7 million in 2022. The revenue increase was primarily due to the $2.5 million generated by Lavie Bio as a
licensing fee in the frame of its collaboration with Corteva, as well as revenues recognized from Casterra's sale of castor seeds.
|
• |
In the fourth quarter of 2023 R&D expenses, reported net of non-refundable grants, reached approximately $5.5 million, compared to about $4.8 million in the same period the previous year. For
the full year 2023, R&D expenses remained steady at approximately $20.8 million, in line with 2022 figures. Key drivers of R&D expenditure throughout 2023 included the activities of Lavie Bio and the development efforts of Biomica.
|
• |
In the fourth quarter of 2023, sales and marketing expenses totaled approximately $1.0 million, showing a slight decrease from approximately $1.2 million in the same period the previous year.
Throughout the full year 2023, sales and marketing expenditures amounted to approximately $3.6 million, compared to approximately $3.9 million in 2022.
|
• |
In the fourth quarter of 2023, general and administrative expenses were approximately $1.2 million, down from about $1.7 million in the same period the previous year. For the full year 2023, these
expenses totaled around $6.1 million, compared to approximately $6.5 million in 2022, mainly due to decreased directors' and officers' insurance costs.
|
• |
Other income - In the fourth quarter of 2022, the company received $3.5 million from Bayer under the joint seed traits collaboration agreement, as part of a restructuring and release of the patent
filing, prosecution, and maintenance obligations under the collaboration.
|
• |
In the fourth quarter of 2023, the company's operating loss increased to approximately $7.6 million from $3.8 million in the same period the previous year, mainly due to the absence of other
income recorded in 2022. For the full year 2023, the operating loss was approximately $26.5 million, slightly lower than the $26.9 million reported in 2022 mainly due to the significant increase of revenues in 2023 offset by the other
income recorded in 2022.
|
• |
In the fourth quarter of 2023, the company's net financing income amounted to approximately $287 thousand, a significant increase from approximately $6 thousand in the same period the previous
year. For the full year 2023, net financing income totaled approximately $521 thousand, compared to net financing expenses of approximately $2.8 million in the same period in the previous year. This difference between periods was primarily
driven by fluctuations in the U.S. Dollar and the New Israeli Shekel exchange rates, changes in the value of marketable securities, and interest income compared to the previous year.
|
• |
In the fourth quarter of 2023, the company reported a net loss of approximately $7.3 million, compared to a net loss of approximately $3.8 million in the same period the previous year. This increase
in net loss during the fourth quarter of 2023 is primarily attributed to other income received in 2022, as mentioned above. For the full year 2023, the net loss amounted to approximately $26.0 million, a decrease from the net loss of
approximately $29.8 million reported for 2022.
|
1. |
Biomica Ltd. (www.biomicamed.com) developing and advancing novel microbiome-based therapeutics to treat human disorders powered by MicroBoost AI;
|
2. |
Lavie Bio Ltd. (www.lavie-bio.com) - developing and commercially advancing, microbiome based ag-biologicals powered by
MicroBoost AI;
|
3. |
AgPlenus Ltd. (www.agplenus.com) -developing next generation ag chemicals for effective and sustainable crop protection powered by ChemPass AI;
|
4. |
Canonic Ltd. (www.canonicbio.com) – developing medical cannabis products based on decoding plant genetics for optimized therapeutic effect powered by GeneRator AI; and
|
5. |
Casterra Ag Ltd. (www.casterra.co)– developing and marketing superior castor seed varieties producing high yield and high-grade oil content, on an industrial scale for the biofuel and other
industries powered by GeneRator AI.
|
December 31,
|
December 31,
|
|||||||
2023
|
2022
|
|||||||
(Unaudited)
|
(Audited)
|
|||||||
CURRENT ASSETS:
|
||||||||
Cash and cash equivalents
|
$
|
20,772
|
$
|
28,980
|
||||
Short-term bank deposits
|
10,291
|
-
|
||||||
Marketable securities
|
-
|
6,375
|
||||||
Trade receivables
|
357
|
348
|
||||||
Other receivables and prepaid expenses
|
2,973
|
1,482
|
||||||
Inventories
|
76
|
566
|
||||||
34,469
|
37,751
|
|||||||
LONG-TERM ASSETS:
|
||||||||
Long-term deposits and other receivables
|
28
|
74
|
||||||
Deferred taxes
|
-
|
94
|
||||||
Right-of-use-assets
|
980
|
1,568
|
||||||
Property, plant and equipment, net
|
2,455
|
2,499
|
||||||
Intangible assets, net
|
13,169
|
14,140
|
||||||
16,632
|
18,375
|
|||||||
$
|
51,101
|
$
|
56,126
|
|||||
CURRENT LIABILITIES:
|
||||||||
Trade payables
|
$
|
1,785
|
$
|
1,036
|
||||
Employees and payroll accruals
|
2,537
|
1,987
|
||||||
Lease liability
|
853
|
884
|
||||||
Liabilities in respect of government grants
|
388
|
79
|
||||||
Deferred revenues and other advances
|
362
|
22
|
||||||
Other payables
|
1,019
|
1,617
|
||||||
6,944
|
5,625
|
|||||||
LONG-TERM LIABILITIES:
|
||||||||
Lease liability
|
285
|
932
|
||||||
Liabilities in respect of government grants
|
4,426
|
4,665
|
||||||
Other advances
|
393
|
-
|
||||||
Convertible SAFE
|
10,368
|
10,114
|
||||||
15,472
|
15,711
|
|||||||
SHAREHOLDERS' EQUITY:
|
||||||||
Ordinary shares of NIS 0.02 par value:
Authorized – 150,000,000 ordinary shares; Issued and outstanding –50,584,888 shares on December 31, 2023 and 41,260,439 shares on December 31, 2022
|
286
|
235
|
||||||
Share premium and other capital reserve
|
269,353
|
261,402
|
||||||
Accumulated deficit
|
(257,586
|
)
|
(233,707
|
)
|
||||
Equity attributable to equity holders of the Company
|
12,053
|
27,930
|
||||||
Non-controlling interests
|
16,632
|
6,860
|
||||||
Total equity
|
28,685
|
34,790
|
||||||
$
|
51,101
|
$
|
56,126
|
Year ended
December 31,
|
Three months ended
December 31,
|
|||||||||||||||
2023
|
2022
|
2023
|
2022
|
|||||||||||||
(Unaudited)
|
(Audited)
|
(Unaudited)
|
||||||||||||||
Revenues
|
$
|
5,640
|
$
|
1,675
|
$
|
578
|
$
|
660
|
||||||||
Cost of revenues
|
1,692
|
909
|
398
|
364
|
||||||||||||
Gross profit
|
3,948
|
766
|
180
|
296
|
||||||||||||
Operating expenses (income):
|
||||||||||||||||
Research and development, net
|
20,777
|
20,792
|
5,545
|
4,753
|
||||||||||||
Sales and marketing
|
3,611
|
3,933
|
1,033
|
1,168
|
||||||||||||
General and administrative
|
6,068
|
6,482
|
1,230
|
1,657
|
||||||||||||
Other income
|
-
|
(3,500
|
)
|
-
|
(3,500
|
)
|
||||||||||
Total operating expenses, net
|
30,456
|
27,707
|
7,808
|
4,078
|
||||||||||||
Operating loss
|
(26,508
|
)
|
(26,941
|
)
|
(7,628
|
)
|
(3,782
|
)
|
||||||||
Financing income
|
1,486
|
516
|
358
|
169
|
||||||||||||
Financing expenses
|
(965
|
)
|
(3,329
|
)
|
(71
|
)
|
(163
|
)
|
||||||||
Financing income (expenses), net
|
521
|
(2,813
|
)
|
287
|
6
|
|||||||||||
Loss before taxes on income
|
(25,987
|
)
|
(29,754
|
)
|
(7,341
|
)
|
(3,776
|
)
|
||||||||
Taxes on income (tax benefit)
|
(33
|
)
|
90
|
(4
|
)
|
45
|
||||||||||
Loss
|
$
|
(25,954
|
)
|
$
|
(29,844
|
)
|
$
|
(7,337
|
)
|
$
|
(3,821
|
)
|
||||
Attributable to:
|
||||||||||||||||
Equity holders of the Company
|
(23,879
|
)
|
(26,638
|
)
|
(6,601
|
)
|
(2,998
|
)
|
||||||||
Non-controlling interests
|
(2,075
|
)
|
(3,206
|
)
|
(736
|
)
|
(823
|
)
|
||||||||
$
|
(25,954
|
)
|
$
|
(29,844
|
)
|
$
|
(7,337
|
)
|
$
|
(3,821
|
)
|
|||||
Basic and diluted loss per share, attributable to equity holders of the Company
|
$
|
(0.52
|
)
|
$
|
(0.65
|
)
|
$
|
(0.13
|
)
|
$
|
(0.07
|
)
|
||||
Weighted average number of shares used in computing basic and diluted loss per share
|
45,685,619
|
41,210,184
|
50,584,888
|
41,234,438
|
||||||||||||
Year ended
December 31,
|
Three months ended
December 31,
|
|||||||||||||||
2023
|
2022
|
2023
|
2022
|
|||||||||||||
(Unaudited)
|
(Audited)
|
(Unaudited)
|
||||||||||||||
Cash flows from operating activities:
|
||||||||||||||||
Loss
|
$
|
(25,954
|
)
|
$
|
(29,844
|
)
|
$
|
(7,337
|
)
|
$
|
(3,821
|
)
|
||||
Adjustments to reconcile loss to net cash used in operating activities:
|
||||||||||||||||
Adjustments to the profit or loss items:
|
||||||||||||||||
Depreciation
|
1,641
|
1,513
|
418
|
396
|
||||||||||||
Amortization of Intangible assets
|
971
|
1,067
|
245
|
245
|
||||||||||||
Share-based compensation
|
1,877
|
1,186
|
113
|
291
|
||||||||||||
Revaluation of convertible SAFE
|
254
|
114
|
77
|
114
|
||||||||||||
Net financing expenses (income)
|
(666
|
)
|
2,979
|
(460
|
)
|
(149
|
)
|
|||||||||
Decrease in accrued bank interest
|
-
|
7
|
-
|
-
|
||||||||||||
Gain from sale of property, plant and equipment
|
(26
|
)
|
-
|
-
|
-
|
|||||||||||
Taxes on income (tax benefit)
|
(33
|
)
|
90
|
(4
|
)
|
45
|
||||||||||
4,018
|
6,956
|
389
|
942
|
|||||||||||||
Changes in asset and liability items:
|
||||||||||||||||
Decrease (increase) in trade receivables
|
(9
|
)
|
(67
|
)
|
988
|
104
|
||||||||||
Decrease (increase) in other receivables
|
(1,445
|
)
|
1,113
|
(1,025
|
)
|
670
|
||||||||||
Decrease (increase) in inventories
|
490
|
(474
|
)
|
37
|
(401
|
)
|
||||||||||
Decrease (increase) in deferred taxes
|
94
|
(94
|
)
|
94
|
(94
|
)
|
||||||||||
Increase (decrease) in trade payables
|
742
|
(469
|
)
|
563
|
131
|
|||||||||||
Increase (decrease) in employees and payroll accruals
|
550
|
(675
|
)
|
478
|
(337
|
)
|
||||||||||
Increase (decrease) in other payables
|
(534
|
)
|
48
|
(67
|
)
|
634
|
||||||||||
Decrease in deferred revenues and other advances
|
(288
|
)
|
(153
|
)
|
(478
|
)
|
(338
|
)
|
||||||||
(400
|
)
|
(771
|
)
|
590
|
369
|
|||||||||||
Cash received (paid) during the period for:
|
||||||||||||||||
Interest received
|
905
|
186
|
472
|
68
|
||||||||||||
Interest (paid) received, net
|
(115
|
)
|
(165
|
)
|
(23
|
)
|
191
|
|||||||||
Taxes paid
|
(31
|
)
|
(40
|
)
|
(16
|
)
|
(6
|
)
|
||||||||
Net cash used in operating activities
|
$
|
(21,577
|
)
|
$
|
(23,678
|
)
|
$
|
(5,925
|
)
|
$
|
(2,257
|
)
|
Year ended
December 31,
|
Three months ended
December 31,
|
|||||||||||||||
2023
|
2022
|
2023
|
2022
|
|||||||||||||
(Unaudited)
|
(Audited)
|
(Unaudited)
|
||||||||||||||
Cash flows from investing activities:
|
||||||||||||||||
Purchase of property, plant and equipment
|
$
|
(785
|
)
|
$
|
(1,171
|
)
|
$
|
(86
|
)
|
$
|
(199
|
)
|
||||
Proceeds from sale of marketable securities
|
6,924
|
12,356
|
-
|
4
|
||||||||||||
Purchase of marketable securities
|
(503
|
)
|
(911
|
)
|
-
|
(252
|
)
|
|||||||||
Proceeds from sale of property, plant and equipment
|
26
|
-
|
-
|
-
|
||||||||||||
Withdrawal from (investment in) bank deposits, net
|
(10,200
|
)
|
3,000
|
(500
|
)
|
-
|
||||||||||
Net cash provided by (used in) investing activities
|
(4,538
|
)
|
13,274
|
(586
|
)
|
(447
|
)
|
|||||||||
Cash flows from financing activities:
|
||||||||||||||||
Issuance of a subsidiary preferred shares to non-controlling interests
|
9,523
|
-
|
-
|
-
|
||||||||||||
Proceeds from issuance of ordinary shares, net of issuance expenses
|
8,449
|
21
|
45
|
21
|
||||||||||||
Proceeds from issuance of convertible SAFE
|
-
|
10,000
|
-
|
-
|
||||||||||||
Proceeds from exercise of options
|
-
|
7
|
-
|
-
|
||||||||||||
Repayment of lease liability
|
(836
|
)
|
(803
|
)
|
(212
|
)
|
(437
|
)
|
||||||||
Proceeds from government grants
|
1,089
|
149
|
20
|
60
|
||||||||||||
Repayment of government grants
|
(73
|
)
|
(31
|
)
|
-
|
-
|
||||||||||
Net cash provided by (used in) financing activities
|
18,152
|
9,343
|
(147
|
)
|
(356
|
)
|
||||||||||
Exchange rate differences - cash and cash equivalent balances
|
(245
|
)
|
(2,284
|
)
|
99
|
180
|
||||||||||
Decrease in cash and cash equivalents
|
(8,208
|
)
|
(3,345
|
)
|
(6,559
|
)
|
(2,880
|
)
|
||||||||
Cash and cash equivalents beginning of the period
|
28,980
|
32,325
|
27,331
|
31,860
|
||||||||||||
Cash and cash equivalents end of the period
|
$
|
20,772
|
$
|
28,980
|
$
|
20,772
|
$
|
28,980
|
||||||||
Significant non-cash activities
|
||||||||||||||||
Acquisition of property, plant and equipment
|
$
|
81
|
$
|
74
|
$
|
81
|
$
|
74
|
||||||||
Increase of right-of-use-asset recognized with corresponding lease liability
|
$
|
194
|
$
|
90
|
$
|
59
|
$
|
71
|