Evogene and Activist Pure Capital Reach Deal to End Proxy Fight, Reconstitute Board

Updates

1. Oct 6, 4:00 PM ET · SEC 6-K — The cooperation agreement appoints Pure Capital nominees Dr. Adi Zuluf-Shani and Mr. Oz Adler to the board immediately, with Mr. Itay Maroz and Mr. Shahar Zadok to be elected at a special general meeting on November 10, 2026, and Pure Capital withdraws its special tender offer.

   • Board Appointments
     • Cooperation Agreement dated October 6, 2026, with L.I.A. Pure Capital Ltd. and Invest Pro Shukai Hon Ltd.
     • Dr. Margolin and Mr. Oikawa resigned prior to agreement, not due to disagreement.
     • Mr. Falk and Dr. Percy delivered contingent resignation letters.
     • Board consists of seven members after immediate appointments.
     • Election of Dr. Zuluf-Shani and Mr. Adler requires shareholder vote.
     • Election of Mr. Maroz and Mr. Zadok is contingent on agreement approval.
     • Final board will have seven members: four Pure Capital nominees, three continuing directors.
     • Continuing directors are Ofer Haviv, Nir Nimrodi, Leon Y. Recanati, serving up to six months.
     • Board may remove continuing directors if they do not resign after transition period.
     • The appointments of Dr. Adi Zuluf-Shani and Mr. Oz Adler remain in force until the earlier of the first annual or special general meeting following their appointment, per Section 19.6 of the Articles.
   • General Meeting
     • General meeting to be convened within 7 days, held within 42 days of agreement.
     • Shareholders must vote on approving the Cooperation Agreement itself.
     • Meeting is at 1:00 p.m. Israel time on Tuesday, November 10, 2026, at Evogene's offices, 13 Gad Feinstein Street, Park Rehovot, Rehovot, Israel.
     • Record date for voting is close of business on Monday, October 12, 2026.
     • Each proposal requires affirmative vote of majority of voting power represented at the Meeting in person or by proxy and voting, excluding abstentions.
     • Proxy card sent to Equiniti must be received by 11:59 p.m. Eastern time on November 9, 2026; proxy card sent directly to registered office must be received at least four hours prior to the Meeting, i.e., by 9:00 a.m. Israel time on November 10, 2026; electronic voting via MAGNA must be submitted no later than forty-eight hours before the Meeting.
     • Online voting instructions for street name holders must be received by 11:59 p.m. ET on November 9, 2026.
     • If a quorum is not present at the initial meeting, the meeting is adjourned for one week; if at the adjourned meeting shares possessing at least 25% of voting power are not present, any one shareholder attending in person or by proxy constitutes a quorum.
     • TASE beneficial owners' proxy cards and proof of ownership must be received by the company's registered office no later than four hours prior to the meeting.
     • TASE beneficial owners' proxy cards and proof of ownership must be received by the company's registered office no later than six hours prior to the meeting.
     • In-person voting at the meeting will override any previously submitted remote votes.
   • Shareholder Approval
     • All Board members at time of approval disclosed potential personal interest in Cooperation Agreement.
     • Audit committee determined Cooperation Agreement to be an extraordinary transaction.
     • Special majority conditions apply for Proposal 3 if a controlling shareholder has personal interest.
     • Most rights and obligations under Cooperation Agreement are contingent on shareholder approval of Proposal 3.
     • The Board unanimously recommends voting FOR all proposals.
     • Special majority conditions for Proposal 3: majority of disinterested votes OR votes against by disinterested shareholders not exceeding 2% of aggregate voting rights.
     • Definition of 'personal interest' includes immediate family, entities where shareholder/family serves as director/CEO, owns 5%+ shares/voting power.
     • Proxy holder's personal interest causes vote to be treated as an interested shareholder's vote.
     • Definition of 'controlling shareholder' includes 25%+ voting rights or 50%+ of 'means of control'.
     • Shareholders voting by proxy/internet/telephone are deemed to confirm they are NOT an Interested Shareholder.
     • Interested Shareholders must notify Polina Ravzin, VP Finance, via mail or email.
     • Nothing in the Cooperation Agreement obligates any Shareholder to vote for or against any proposal at the General Meeting.
   • Standstill and Issuance Restrictions
     • Pure Capital agreed to a sixty-day standstill on commencing any special tender offer.
     • Evogene agreed not to issue shares or convertible securities for sixty days (except employee issuances).
     • The Company's share issuance restriction includes its at-the-market facility.
   • Waivers and Covenants
     • Agreement includes full, irrevocable mutual waivers and releases of claims.
     • Agreement includes mutual non-disparagement covenants.
     • Shareholders undertake to use reasonable efforts, including voting rights, to accommodate and advance continued operation of Company's current business.
     • Each party shall not, and shall cause its affiliates and representatives not to, directly or indirectly, take any action intended to, or that would reasonably be expected to, circumvent, nullify or undermine the intent and purpose of the Cooperation Agreement.
     • The covenant not to circumvent does not restrict the Board from acting in accordance with its fiduciary duties under applicable law.
     • Shareholders undertake not to take any action aimed at amending, postponing, or modifying the proxy materials relating to the General Meeting as long as no other shareholder takes such action.
     • Each Shareholder represents and warrants that it has not paid, and will not pay, any compensation to any nominee for service as a director or on any committee.
     • Non-disparagement covenants protect each party's subsidiaries, controlled affiliates, officers, directors, legal and other advisors, and the Continuing Directors, Replaced Directors, Initial Shareholder Directors, and Additional Shareholder Directors.
     • Rights of persons benefiting from the waiver and release provisions may not be amended, cancelled or otherwise affected without such person's prior written approval.
     • Mutual waiver and release carve-outs include enforcement rights, fraud, gross negligence, malicious actions, and willful misconduct.
   • Termination and Amendment
     • Agreement may be amended only by written agreement, requiring prior written approval of a Continuing Director while at least one serves on Board.
     • Agreement terminates upon material breach uncured for three days after written notice, or failure to obtain shareholder approval within 60 days after effective date.
     • The Cooperation Agreement terminates upon the mutual written agreement of the parties.
     • Provisions for appointment of Initial Shareholder Directors and convening of the General Meeting are effective regardless of shareholder approval of the Cooperation Agreement.
     • The transition period for continuing directors (up to six months) may be altered if agreed by the Board in consultation with the Shareholders.
   • Other Provisions
     • The Cooperation Agreement does not limit the Shareholders' right to acquire additional shares of the Company.
     • Shareholders holding 1% of voting rights may submit agenda items by Oct 13, 2026; 5% threshold for director proposals.
     • Company will publish updated notice/proxy card by Oct 20, 2026, if additional agenda items are added.
     • 18,053,071 ordinary shares outstanding as of Oct 5, 2026; 4,513,268 shares constitute a quorum.
     • Nominees affirmed independence under Nasdaq Listing Rules and for audit/compensation committees.
     • Companies Law requires directors to have qualifications and dedicate time; nominees provided declarations.
     • The Cooperation Agreement aims to establish long-term operational stability and focus on AI-driven small-molecule discovery.
     • The Cooperation Agreement resolves disputes, avoids legal process, affords stability, and advances business strategy, collaborations, and ChemPass AI™ development.
   All 60 details

   • Cooperation Agreement dated October 6, 2026, with L.I.A. Pure Capital Ltd. and Invest Pro Shukai Hon Ltd.
   • Dr. Margolin and Mr. Oikawa resigned prior to agreement, not due to disagreement.
   • Mr. Falk and Dr. Percy delivered contingent resignation letters.
   • Board consists of seven members after immediate appointments.
   • General meeting to be convened within 7 days, held within 42 days of agreement.
   • Shareholders must vote on approving the Cooperation Agreement itself.
   • Election of Dr. Zuluf-Shani and Mr. Adler requires shareholder vote.
   • Election of Mr. Maroz and Mr. Zadok is contingent on agreement approval.
   • Final board will have seven members: four Pure Capital nominees, three continuing directors.
   • Continuing directors are Ofer Haviv, Nir Nimrodi, Leon Y. Recanati, serving up to six months.
   • Board may remove continuing directors if they do not resign after transition period.
   • Pure Capital agreed to a sixty-day standstill on commencing any special tender offer.
   • Evogene agreed not to issue shares or convertible securities for sixty days (except employee issuances).
   • Agreement includes full, irrevocable mutual waivers and releases of claims.
   • Agreement includes mutual non-disparagement covenants.
   • Meeting is at 1:00 p.m. Israel time on Tuesday, November 10, 2026, at Evogene's offices, 13 Gad Feinstein Street, Park Rehovot, Rehovot, Israel.
   • Record date for voting is close of business on Monday, October 12, 2026.
   • Each proposal requires affirmative vote of majority of voting power represented at the Meeting in person or by proxy and voting, excluding abstentions.
   • All Board members at time of approval disclosed potential personal interest in Cooperation Agreement.
   • Audit committee determined Cooperation Agreement to be an extraordinary transaction.
   • Special majority conditions apply for Proposal 3 if a controlling shareholder has personal interest.
   • Proxy card sent to Equiniti must be received by 11:59 p.m. Eastern time on November 9, 2026; proxy card sent directly to registered office must be received at least four hours prior to the Meeting, i.e., by 9:00 a.m. Israel time on November 10, 2026; electronic voting via MAGNA must be submitted no later than forty-eight hours before the Meeting.
   • Shareholders undertake to use reasonable efforts, including voting rights, to accommodate and advance continued operation of Company's current business.
   • Agreement may be amended only by written agreement, requiring prior written approval of a Continuing Director while at least one serves on Board.
   • Agreement terminates upon material breach uncured for three days after written notice, or failure to obtain shareholder approval within 60 days after effective date.
   • Most rights and obligations under Cooperation Agreement are contingent on shareholder approval of Proposal 3.
   • The Cooperation Agreement does not limit the Shareholders' right to acquire additional shares of the Company.
   • The Company's share issuance restriction includes its at-the-market facility.
   • The Board unanimously recommends voting FOR all proposals.
   • Special majority conditions for Proposal 3: majority of disinterested votes OR votes against by disinterested shareholders not exceeding 2% of aggregate voting rights.
   • Definition of 'personal interest' includes immediate family, entities where shareholder/family serves as director/CEO, owns 5%+ shares/voting power.
   • Proxy holder's personal interest causes vote to be treated as an interested shareholder's vote.
   • Definition of 'controlling shareholder' includes 25%+ voting rights or 50%+ of 'means of control'.
   • Shareholders voting by proxy/internet/telephone are deemed to confirm they are NOT an Interested Shareholder.
   • Interested Shareholders must notify Polina Ravzin, VP Finance, via mail or email.
   • Online voting instructions for street name holders must be received by 11:59 p.m. ET on November 9, 2026.
   • Shareholders holding 1% of voting rights may submit agenda items by Oct 13, 2026; 5% threshold for director proposals.
   • Company will publish updated notice/proxy card by Oct 20, 2026, if additional agenda items are added.
   • 18,053,071 ordinary shares outstanding as of Oct 5, 2026; 4,513,268 shares constitute a quorum.
   • Nominees affirmed independence under Nasdaq Listing Rules and for audit/compensation committees.
   • Companies Law requires directors to have qualifications and dedicate time; nominees provided declarations.
   • Each party shall not, and shall cause its affiliates and representatives not to, directly or indirectly, take any action intended to, or that would reasonably be expected to, circumvent, nullify or undermine the intent and purpose of the Cooperation Agreement.
   • The covenant not to circumvent does not restrict the Board from acting in accordance with its fiduciary duties under applicable law.
   • Nothing in the Cooperation Agreement obligates any Shareholder to vote for or against any proposal at the General Meeting.
   • Shareholders undertake not to take any action aimed at amending, postponing, or modifying the proxy materials relating to the General Meeting as long as no other shareholder takes such action.
   • Each Shareholder represents and warrants that it has not paid, and will not pay, any compensation to any nominee for service as a director or on any committee.
   • Non-disparagement covenants protect each party's subsidiaries, controlled affiliates, officers, directors, legal and other advisors, and the Continuing Directors, Replaced Directors, Initial Shareholder Directors, and Additional Shareholder Directors.
   • Rights of persons benefiting from the waiver and release provisions may not be amended, cancelled or otherwise affected without such person's prior written approval.
   • The Cooperation Agreement terminates upon the mutual written agreement of the parties.
   • Mutual waiver and release carve-outs include enforcement rights, fraud, gross negligence, malicious actions, and willful misconduct.
   • Provisions for appointment of Initial Shareholder Directors and convening of the General Meeting are effective regardless of shareholder approval of the Cooperation Agreement.
   • The Cooperation Agreement aims to establish long-term operational stability and focus on AI-driven small-molecule discovery.
   • The Cooperation Agreement resolves disputes, avoids legal process, affords stability, and advances business strategy, collaborations, and ChemPass AI™ development.
   • The transition period for continuing directors (up to six months) may be altered if agreed by the Board in consultation with the Shareholders.
   • If a quorum is not present at the initial meeting, the meeting is adjourned for one week; if at the adjourned meeting shares possessing at least 25% of voting power are not present, any one shareholder attending in person or by proxy constitutes a quorum.
   • TASE beneficial owners' proxy cards and proof of ownership must be received by the company's registered office no later than four hours prior to the meeting.
   • The appointments of Dr. Adi Zuluf-Shani and Mr. Oz Adler remain in force until the earlier of the first annual or special general meeting following their appointment, per Section 19.6 of the Articles.
   • If street name holders are interested shareholders, they should notify their broker, bank, or nominee of that status.
   • TASE beneficial owners' proxy cards and proof of ownership must be received by the company's registered office no later than six hours prior to the meeting.
   • In-person voting at the meeting will override any previously submitted remote votes.