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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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Evogene Ltd. (Name of Issuer) |
Ordinary shares, par value NIS 0.20 per share (Title of Class of Securities) |
(CUSIP Number) |
Nitsan Deutsch 13 Gad Feinstein Street, Park Rehovot,, Rehovot, L3, 7638517 972-8-9311900 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/04/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
RECANATI LEON | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
ISRAEL
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,354,836.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
8.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary shares, par value NIS 0.20 per share | |
| (b) | Name of Issuer:
Evogene Ltd. | |
| (c) | Address of Issuer's Principal Executive Offices:
13 Gad Feinstein Street, Park Rehovot, Rehovot,
ILLINOIS
, 7638517. | |
Item 1 Comment:
The following constitutes Amendment No. 2 ("Amendment No. 2") to Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") by the Reporting Person on August 11, 2026 (the "Original Statement"), as amended and supplemented by Amendment No. 1 to the Original Statement, filed by the Reporting Person with the SEC on August 13, 2026 ("Amendment No. 1" and together with the Original Statement, the "Schedule 13D"). This Amendment No. 2 is being filed solely to amend the description of the manner of purchase of the Ordinary Shares in Items 3 and 5 of the Schedule 13D, to reflect that the purchases were effected through block trades carried out pursuant to the Issuer's at-the-market offering facility, for which A.G.P./Alliance Global Partners serves as sales agent. Each capitalized term used and not defined herein shall have the meaning assigned to such term in the Schedule 13D. Except as provided herein, each Item of the Schedule 13D remains unchanged. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:
The aggregate consideration paid by the Reporting Person for the Ordinary Shares reported herein was approximately $692,100, representing the purchase by the Reporting Person of (i) 800,000 Ordinary Shares on August 4, 2026, at a weighted average price of $0.50 per share (approximately $400,000 in the aggregate), and (ii) an additional 460,000 Ordinary Shares on August 11, 2026, at a purchase price of $0.635 per share ($292,100 in the aggregate). These purchases were made through block trades carried out pursuant to the Issuer's at-the-market offering facility for which A.G.P./Alliance Global Partners serves as sales agent. The source of funds used to acquire all such Ordinary Shares was the personal funds of the Reporting Person. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (c) | Paragraph (c) of Item 5 of Schedule 13D is hereby amended and restated in its entirety as follows:
The Reporting Person's purchases of (i) 800,000 Ordinary Shares on August 4, 2026, at a weighted average price of $0.50 per share (for aggregate consideration of approximately $400,000), and (ii) 460,000 Ordinary Shares on August 11, 2026, at a price of $0.635 per share (for aggregate consideration of $292,100), were made through block trades carried out pursuant to the Issuer's at-the-market offering facility, for which A.G.P./Alliance Global Partners serves as sales agent. Prior to the August 4, 2026 purchases, the Reporting Person held 83,886 Ordinary Shares directly (excluding shares underlying exercisable options). | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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