AND FINANCIAL REVIEW AND PROSPECTS The information contained in this section should be read in conjunction with our consolidated financial statements as of, and for the year ended, December 31, 2025 and related notes and the information contained elsewhere in this Annual Report. Our financial statements have been prepared in accordance with IFRS as issued by the IASB. This discussion contains forward-looking statements that are subject to known and unknown risks and uncertainties. As a result of many factors, such as those set forth under “Item 3. Key Information—D. Risk Factors” and “Special Note Regarding Forward-Looking Statements,” our actual results may differ materially from those anticipated in these forward-looking statements. Summary Evogene has four main subsidiaries, each focused on a different type of product and target market. Each subsidiary has its own board of directors, management team, research and development, or R&D, and business development teams that focus on developing its own pipeline and go-to-market activities. At the same time, each subsidiary benefits from using Evogene’s technology under an exclusive license from Evogene to use the tech-engines’ discovery and development that are relevant to the subsidiary’s field of activity. The terms of these licenses provide that the subsidiary owns the discoveries and product candidates that result from the utilization of the respective tech engine, while Evogene retains all rights to the tech-engines themselves. According to the characteristics of the end-market, the subsidiaries can decide to commercialize their products independently or in collaboration with partners. During 2025 and early 2026, as part of our new business strategy, most of Lavie Bio’s assets were sold, Biomica licensed its BMC128 to Lishan Technologies and Casterra ceased its activity in Africa, AgPlenus was integrated into our core activity. Information on our new strategy is set forth in this Annual Report under “Item 4. INFORMATION OF THE COMPANY —B. Business Overview. Another business model is product development. This can be done either independently or through collaborations. In this business model Evogene either initiates internally or engages with partners for joint development of defined products, in alignment with the partners. In the case of a collaborative engagement, Evogene typically conducts the computational discovery activity, while the partner performs the experimental parts of the discovery process. Later stage development and commercialization are carried out by the partner. Under this model, Evogene’s potential revenues include R&D funding for activities that Evogene conducts in the collaboration, milestone payments for when the candidates advance in our partners’ pipelines and revenue sharing from the end-product. Today, Evogene has a number of small scale collaborations, and we aim to engage in additional collaborations in the future. 49 Key Performance Indicators Revenues Our revenues are principally derived from research and development payments under our collaboration and licensing agreements and related arrangements with our collaborators. Some of our agreements with collaborators also provide for success-based payments, such as milestone payments paid by our collaborators upon the occurrence of certain specified events and royalty revenues based on the sales or transfer of products our collaborators develop that contain, or are based on, our discoveries, which we license to them. We have not yet generated revenues from royalty payments. In June 2023, Casterra, our subsidiary that focuses on the development and sale of proprietary improved castor seed varieties, announced that it signed a framework agreement with ENI for the sale of castor varieties at a commercial scale for biofuel production. Under this agreement, Casterra received an order totaling $9.1 million. In addition, during June 2023 Casterra received an additional order totaling approximately $2.2 million to supply castor seeds. During the second quarter of 2024, Casterra received an additional purchase order totaling approximately $440 thousand to supply castor seeds to a new African country in 2024. Under the framework of these agreements, during 2025 Casterra supplied castor seeds in an amount of approximately $2.2 million. By the end of 2025, due to a significant decline in demand for castor seeds, Casterra ceased its operations in Kenya, reduced its headcount and overall expense level, and is currently focusing its activities on the Brazilian market. During July 2023, Lavie Bio entered a licensing agreement with Corteva and granted it exclusive rights to advance and commercialize Lavie Bio's lead bio-fungicides, LAV311 and LAV312. Lavie Bio received an initial payment of $5 million, in two installments: an initial payment of $2.5 million in September 2023 and a second payment of $2.5 million in March 2024. In addition, Lavie Bio Ltd. was also eligible for additional future milestone payments and royalties from Corteva's sales of the products. In November 2024, Lavie Bio terminated its licensing agreement with Corteva. Lavie Bio regained full rights and freedom to operate the licensed technology and the lead bio-fungicide candidates. On April 21, 2025, we announced the acquisition of most of the activities of Lavie to ICL for a total consideration of $15,250. In addition, ICL acquired our MicroBoost AI TechEngine for the agriculture field for a total consideration of $3,464. In connection with the transaction, Lavie Bio redeemed a SAFE which was entered into with an ICL affiliate in August 2022. On February 16, 2024, AgPlenus entered into a licensing and collaboration agreement with Bayer for the development of a new sustainable weed control solution. This licensing and collaboration agreement grants Bayer an exclusive license for the development and commercialization of products developed within the collaboration. According to this licensing and collaboration agreement, AgPlenus was entitled to receive a license payment, ongoing research funding, milestone payments, and royalties based on future product sales, subject to certain conditions as stipulated in the agreement. Breakdown of Revenues by Operating Segment: The following table presents a breakdown of net revenues by operating segment for the periods indicated. Operating Segment: 2025 2024 (*) 2023 (*) (U.S. dollars, in thousands) Agriculture $ 1,374 $ 2,955 $ 1,133 Industrial application 2,168 2,219 1,075 Human health - 80 487 Unallocated 311 323 287 Total $ 3,853 $ 5,577 $ 2,982 (*) Reclassified to conform to the current period presentation, following the classification of certain operations as discontinued operations. 50 Geographical Breakdown of Net Revenues The following table presents net revenues by geographic breakdown of customers as a percentage of our total net revenues for the periods indicated. This data refers to the location of the customer and does not take into consideration the location of the end-user (to the extent it is different). Geographical Region: 2025 2024 (*) 2023 (*) United States 9 % 17 % 33 % Israel 12 % 11 % 31 % Europe 26 % 41 % 1 % Africa 53 % 31 % 35 % Total 100 % 100 % 100 % (*) Reclassified to conform to the current period presentation, following the classification of certain operations as discontinued operations Cost of Revenues Cost of revenues primarily consists of development costs incurred in conjunction with our collaborations, which include: salaries and related personnel costs for our research and development employees working on the collaborations; payments to third party suppliers and producers; and the cost of disposable materials (such as seeds, laboratory supplies, fertilizer, water and soil), and expenses related to retaining advisors, who primarily consist of biological advisors. Operating Expenses Research and Development Expenses, net: Research and development expenses primarily consist of costs related to our internal or independent research and development activities, as opposed to development costs incurred in connection with our collaborations (which are included in cost of revenues). These independent activities of ours include the further development of our product pipeline, enhancement and expansion of our CPB platform and improvement of our computational, scientific and validation technologies, know-how and capabilities used by our subsidiaries and product divisions. Research and development costs include: salaries and related personnel costs (including share-based compensation); payments to third party suppliers and subcontractors, field-trials and pre-clinical studies carried out by third parties; cost of disposable materials; expenses associated with participation in professional conferences; operational overhead costs, which include costs related to leasing and operating our office, laboratory facilities and greenhouses; depreciation of property, plant and equipment; and amortization of intangible assets. Expenses related to our intellectual property, such as legal and other costs associated with patent applications, are also included as research and development expenses. We expect that our research and developments expenses will decrease during 2026 due to our intention to focus our efforts on the use of our ChemPass AI tech-engine in the field of AI powered drug discovery in the pharma market segment, ​and due to the implementation of certain expense reduction measures on our and our subsidiaries’ levels. Sales and Marketing Expenses: Sales and marketing expenses consist of costs primarily related to commercialization activities of our subsidiaries for product launch and maintaining our relationships with our collaborators and establishing new collaborations. These costs include salaries and related personnel costs (including share-based compensation), travel expenses and expenses related to legal and professional services. We expect that our sales and marketing expenses will be decreased during 2026 due to the implementation of certain expense reduction measures on our and our subsidiaries’ levels. General and Administrative Expenses: General and administrative expenses mainly consist of salaries and related personnel costs (including share-based compensation) for our general and administrative employees; legal, D&O liability insurance, and professional services; expenses related to HR activities and employee benefits and welfare; expenses for consulting; and other expenses associated with being a U.S. publicly listed company. We expect that our general and administrative expenses will be decreased during 2026 due to the implementation of certain expense reduction measures on our and our subsidiaries’ level. Financing Income and Expenses Financing income primarily consists of interest income on our cash bank deposits, income related to a remeasurement of warrants and pre-funded warrants, income related to a revaluation of outstanding convertible amount of $10.0 million invested in our subsidiary Lavie Bio under a SAFE agreement with ICL and foreign currency exchange income. Financing expenses primarily consist of expenses related to excess of initial fair value of pre-funded warrants over transaction proceeds; expenses related to amortization of deferred expenses related to issuance of warrants; foreign currency exchange expense; interest expense for our operating lease liability; expenses related to a revaluation of outstanding convertible amount of $10.0 million invested in our subsidiary Lavie Bio under a SAFE agreement with ICL; and expenses related to bank charges and commissions. The interest due on government grants is also considered a financial expense and is recognized beginning on the date on which we receive the grant until the date on which the grant is expected to be repaid. 51 Taxes on Income We do not generate taxable income in Israel, as we have historically incurred operating losses resulting in carryforward tax losses totaling approximately $226 million as of December 31, 2025, to be carried forward indefinitely to future tax years. Accordingly, we do not expect to pay taxes in Israel for the foreseeable future, until we have taxable income after the full utilization of our carryforward tax losses. Our U.S. subsidiaries, Evogene Inc., Lavie Bio Inc., Lavie Bio Tech Inc., Taxon Biosciences Inc. and AgPlenus Inc. are subject to U.S. income taxes. In 2025, the tax rates applicable to those companies were approximately 21% and 3.41% (federal tax and state tax, respectively, where those companies operate). Segment Data We divide our operations into three operating segments – agriculture, human health and industrial applications, as follows: ▪ Agriculture: our agriculture segment includes our division and subsidiary engaged in agricultural activities, including seed traits activity and ag-chemicals activity (through our subsidiary AgPlenus). ▪ Human Health: our human health segment focuses mainly on discovery and development of human microbiome-based therapeutics (through our subsidiary Biomica) and Canonic (which ceased its operations in 2024). In addition, we design novel, highly potent, small molecules, optimized across multiple-parameters, for drug development, by utilizing ChemPass AI, our computational generative AI engine. ▪ Industrial Applications: our industrial applications segment focuses on the development and commercialization of improved castor bean seeds for industrial uses (through our subsidiary Casterra). The following table presents our revenues, cost of revenues, depreciation expenses and operating loss from continued operations, by segment, for the periods presented: Agriculture (*) Industrial Applications Human Health Unallocated (*) Total (U.S. dollars, in thousands) Year ended December 31, 2025 Revenues $ 1,374 $ 2,168 $ - $ 311 $ 3,853 Cost of revenues $ (428 ) $ (3,553 ) $ - $ (113 ) $ (4,094 ) Depreciation expenses $ (124 ) $ (94 ) $ (101 ) $ (203 ) $ (522 ) Operating loss $ (4,097 ) $ (3,540 ) $ (2,653 ) $ (3,744 ) $ (14,034 ) Year ended December 31, 2024 Revenues $ 2,955 $ 2,219 $ 80 $ 323 $ 5,577 Cost of revenues $ (952 ) $ (1,290 ) $ (98 ) $ (40 ) $ (2,380 ) Depreciation expenses $ (201 ) $ (32 ) $ (141 ) $ (205 ) $ (579 ) Operating loss $ (6,120 ) $ (2,411 ) $ (7,240 ) $ (3,033 ) $ (18,804 ) Year ended December 31, 2023 Revenues $ 1,133 $ 1,075 $ 487 $ 287 $ 2,982 Cost of revenues $ (370 ) $ (460 ) $ (620 ) $ (40 ) $ (1,490 ) Depreciation expenses $ (147 ) $ (31 ) $ (213 ) $ (267 ) $ (658 ) Operating loss $ (7,074 ) $ (39 ) $ (10,349 ) $ (4,769 ) $ (22,231 ) (*) Reclassified to conform to the current period presentation, following the classification of certain operations as discontinued operations. 52 A. Operating Results The following table sets forth our overall results of operations (on an unsegmented basis) for the years ended December 31, 2023, 2024 and 2025. The below discussion of our results of operations omits a comparison of our results for the years ended December 31, 2023 and 2024. In order to view that discussion, please see “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Comparison of Period-to-Period Results of Operations” in our Annual Report on Form 20-F for the year ended December 31, 2024, which we filed with the SEC on March 27, 2025. 2025 2024 (*) 2023 (*) Consolidated Statements of Comprehensive loss: (U.S. dollars, in thousands) Revenues $ 3,853 $ 5,577 $ 2,982 Cost of revenues: Inventory impairment 2,180 - Other cost of revenues 1,914 2,380 1,490 Total Cost of Revenues 4,094 2,380 1,490 Gross profit (loss) (241 ) 3,197 1,492 Operating expenses (income): Research and development, net 7,994 12,511 16,196 Sales and marketing 1,476 1,983 2,152 General and administrative 4,286 6,993 5,375 Other expenses 37 514 - Total operating expenses, net 13,793 22,001 23,723 Operating loss (14,034 ) (18,804 ) (22,231 ) Financing income 2,508 7,393 1,213 Financing expenses (1,933 ) (3,358 ) (928 ) Share of loss of an associate 39 39 - Loss before taxes on income (13,498 ) (14,808 ) (21,946 ) Taxes on income 1 9 19 Loss from continuing operations (13,499 ) (14,817 ) (21,965 ) Income (loss) from discontinued operations, net 5,672 (3,237 ) (3,989 ) Loss $ (7,827 ) $ (18,054 ) $ (25,954 ) (*) Reclassified to conform to the current period presentation, following the classification of certain operations as discontinued operations. Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 Preliminary Note Re: Lavie Bio and MicroBoost AI for Ag The financial results for the year ended December 31, 2025 of Lavie Bio and the MicroBoost AI for Ag operations, are presented as a single-line item in Evogene’s consolidated statements of profit and loss and in this Operating and Financial Review and Prospects under the caption – “Income (loss) from discontinued operations, net”. This accounting treatment follows our sale of the majority of Lavie Bio’s activities and the MicroBoost AI for Ag. As a result, all prior period amounts presented were reclassified to conform to this presentation. 53 Revenues Our total revenues decreased by approximately $1.7 million, or 30.4%, to approximately $3.9 million for the year ended December 31, 2025 from $5.6 million for the year ended December 31, 2024. The decrease was primarily driven by lower revenue recognized from AgPlenus’ activity, which included one-time payment during the first quarter of 2024 and revenues recognized from the collaboration agreement with Corteva, which was completed during 2024. Cost of Revenues Cost of revenues increased by approximately $1.7 million, or 70.8%, to approximately $4.1 million for the year ended December 31, 2025 from $2.4 million for the year ended December 31, 2024. The increase was primarily attributable to an inventory impairment of approximately $2.2 million recorded by Casterra during the fourth quarter of 2025 mainly due to its decision to cease its operations in Kenya as noted above. Gross Profit Gross profit decreased by approximately $3.4 million, or 106.3%, to a loss of approximately $0.2 million for the year ended December 31, 2025 from a profit of approximately $3.2 million for the year ended December 31, 2024, due to the combined impact of changes in our revenues and cost of revenues, as described above. Operating Expenses Research and Development Expenses, Net. Research and development expenses decreased by approximately $4.5 million, or 36.0%, to approximately $8.0 million for the year ended December 31, 2025 from approximately $12.5 million for the year ended December 31, 2024. The decrease was primarily due to reduced expenses in Biomica, Casterra and AgPlenus as compared to the same period the previous year. Sales and Marketing Expenses. Sales and marketing expenses decreased by approximately $0.5 million, or 25.0%, to approximately $1.5 million for the year ended December 31, 2025 from approximately $2.0 million for the year ended December 31, 2024. The decrease was mainly due to reductions in Evogene and Biomica personnel costs. General and Administrative Expenses. General and administrative expenses decreased by approximately $2.7 million, or 38.6%, to approximately $4.3 million for the year ended December 31, 2025 from approximately $7.0 million for the year ended December 31, 2024. This decrease was mainly attributable to expenses recorded during the year 2024 related to a provision for doubtful debt for one of Casterra’s seed suppliers as well as transaction costs associated with Evogene’s fundraising in August 2024. Additional decrease is attributable to a reduction in Biomica’s activities and personnel costs during 2025. Other Expenses, net. Other expenses, net of approximately $37 thousand were recorded in 2025, which was mainly due to the impairment of fixed assets associated with the reduction in Biomica’s activities, and partially offset by income recognized in the first quarter of 2025 related to the accounting treatment of Evogene’s sub-lease agreement. The decision to cease Canonic’s operations in the first half of 2024 resulted in other expenses of approximately $0.5 million, primarily due to the impairment of fixed assets. Financing Income and Expenses Foreign currency and exchange risk A significant portion of our expenses is denominated in currencies other than the U.S. dollar. The Company is therefore subject to non-U.S. currency risks and non-U.S. exchange exposure, especially the NIS. A significant portion of our operating costs are in Israel, consisting principally of salaries and related personnel expenses, and facility expenses, which are denominated in NIS. This foreign currency exposure gives rise to market risk associated with exchange rate movements of the U.S. dollar against the NIS and other currencies. Furthermore, we anticipate that a significant portion of our expenses will continue to be denominated in NIS. We do not hedge against currency risk through the use of forward currency contracts or other financial instruments. See “Item 3D. Risk factors—Risks Relating to Our Incorporation and Location in Israel between the U.S. dollar and the NIS may negatively affect our financial results.” Exchange rates can be volatile and a substantial change of foreign currencies against the U.S. dollar could increase or reduce the Company’s expenses and net loss and impact the comparability of results from period to period. The appreciation (devaluation) of the NIS in relation to the U.S. dollar amounted to (0.6%) and 12.5% as of December 31, 2024, and 2025, respectively. 54 Financing Income. Financing income decreased by approximately $4.9 million, or 66.2%, to approximately $2.5 million for the year ended December 31, 2025 from approximately $7.4 million for the year ended December 31, 2024. This decrease was mainly associated with accounting treatment of pre-funded warrants and warrants issued in August 2024. Pre-funded warrants and warrants were classified as a liability on the consolidated statements of financial position, were initially recorded at fair value and subsequently remeasured at each reporting period using the Black-Scholes option pricing model. As a result, during 2025 we recorded financial income related to the remeasurement of warrants and pre-funded warrants of approximately $1.8 million as compared to financial income of approximately $6.5 million in same period of 2024. Financing Expenses. Financing expenses decreased by approximately $1.5 million, or 44.1%, to approximately $1.9 million for the year ended December 31, 2025 from $3.4 million for the year ended December 31, 2024. The decrease was mainly associated with accounting treatment of pre-funded warrants and warrants issued in August 2024. As of the date of the offering in August 2024, the excess of the initial fair value of pre-funded warrants over the transaction proceeds was recorded as financial expenses. The excess of initial fair value over the transaction proceeds of Series A ordinary warrants and Series B ordinary warrants was deferred and amortized to financial expenses over the term of the warrants. As a result of this treatment, we recorded financial expenses of approximately $1.3 million, during 2025 as compared to financial expenses of approximately $3.2 million recorded during 2024. This decrease was partially offset by increased financing expenses related to revaluation of liabilities in respect of government grants of approximately $0.2 million we recorded during 2025. Taxes on Income For the years ended December 31, 2025 and 2024, we recorded insignificant amounts for taxes on income in Israel and an insignificant amount of taxes with respect to U.S. subsidiaries. Income (loss) from Discontinued Operations, net Income from discontinued operations, net for the year ended December 31, 2025 increased by approximately $8.9 million or 278.1% to approximately $5.7 million, compared to a loss from discontinued operations, net of approximately $3.2 million in the same period of 2024. These amounts primarily reflect the financial results of Lavie Bio’s operations as well as expenses related to the development and maintenance of MicroBoost AI for Ag. Following the sale of the majority of Lavie Bio’s assets as well as our MicroBoost AI for Ag to ICL during 2025, we recognized a gain on sale of approximately $6.4 million which is also included in the Income (loss) from Discontinued Operations, net, for the year of 2025. Loss The amount of our overall loss decreased by approximately $10.3 million, or 56.9%, to approximately $7.8 million for the year ended December 31, 2025, from $18.1 million for the year ended December 31, 2024. This decrease reflected the cumulative effect of all of the above-described line items from our consolidated statements of profit or loss. B. Liquidity and Capital Resources Our working capital requirements generally reflect the growth in our business and have historically been provided by cash raised from our investors, payments from our collaborators and government grants. As of December 31, 2025, we had cash and cash equivalents of approximately $13.0 million, and working capital of approximately $12.2 million, which is calculated by subtracting our current liabilities from our current assets. As of December 31, 2025, we had approximately $3.1 million of outstanding long-term indebtedness related to government grants. Capital Resources In 2025, our primary sources of liquidity were cash on hand, proceeds from the issuance of ordinary shares, proceeds the sale of majority of Lavie Bio’s assets as well as our MicroBoost AI for Ag to ICL, from collaboration and licensing agreements and revenues from the selling of castor seeds. 55 Recent Public Offerings of Ordinary Shares Sales Agreement On March 28, 2024 we entered into a Sales Agreement, or the Lake Street Sales Agreement, with Lake Street Capital Markets, LLC, or Lake Street, pursuant to which we may offer and sell, from time to time, our ordinary shares, through Lake Street in an “at the market offering”, as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, for an aggregate offering price of up to $7.3 million. In August 2024 we reduced the maximum aggregate gross sales price of our ordinary shares that may be offered, issued and sold under the Lake Street Sales Agreement, including ordinary shares previously sold, to $4,500,000. As of December 31, 2024 we had sold 10,000 ordinary shares with a weighted average selling price of $8.50 per share, resulting in gross proceeds of approximately $85,000. During June 2025, we issued 1,913,650 ordinary shares with a selling price of $2.31 per share, resulting in gross proceeds of approximately $4.41 million. As of December 31, 2025, we had sold the full amount available under the Lake Street Sales Agreement, which was terminated on September 4, 2025. Shelf Registration Statement We have an effective shelf registration statement that registered on Form F-3 up to $200 million of our ordinary shares, debt securities, rights, warrants and units. Because the public float of our ordinary shares is currently less than $75.0 million, we are limited in the amount we can raise during any 12-month period to 1/3 of our public float on the date of sale, which was approximately $3.51 million as of March 19, 2026. This amount may vary according to changes in our share price. We may seek additional capital or strategic considerations, even if we believe we have sufficient funds for our current or future operating plans. Following the effectiveness of our new shelf registration statement, we entered into a new sales agreement with Lake Street, as described above. 2023 Registered Direct Offering On July 17, 2023, we entered into a definitive securities purchase agreement, or the Securities Purchase Agreement, with certain institutional investors (including SilverArc Capital Management, Altium Capital Management, LP and CVI Investments, Inc.), pursuant to which we issued and sold to such investors in a registered direct offering, or the 2023 Offering, 850,000 ordinary shares, at a purchase price of $10.00 per share. Total gross proceeds to us from the offering were $8.5 million. The total net proceeds after deducting placement agent fees and other offering expenses payable by us were approximately $7.855 million. We also entered into a letter agreement, or the Placement Agency Agreement, with A.G.P./Alliance Global Partners, as sole placement agent, or the Placement Agent, dated July 17, 2023, pursuant to which the Placement Agent agreed to serve as our placement agent in connection with the Offering. We paid the Placement Agent a cash placement fee equal to 7.0% of the gross proceeds received for the ordinary shares sold in the 2023 Offering. 2024 Registered Direct Offering and Private Placement On August 23, 2024, we entered into a definitive securities purchase agreement, or the Securities Purchase Agreement, with an institutional investor, or the Investor, pursuant to which we issued and sold to the Investor in a registered direct offering, or the 2024 Offering, (i) 265,000 ordinary shares, and (ii) pre-funded warrants, or the Pre-Funded Warrants, to purchase up to 1,427,308 ordinary shares. The Pre-Funded Warrants have an exercise price of $0.0001 per ordinary share, are immediately exercisable and may be exercised at any time until exercised in full. In a concurrent private placement, or the Private Placement, we also agreed to sell to the Investor unregistered Series A ordinary warrants to purchase up to 1,692,308 ordinary shares, or the Series A Warrants, and unregistered Series B ordinary warrants to purchase up to 1,692,308 ordinary shares, or the Series B Warrants. Each ordinary share (or Pre-Funded Warrant) is being sold with one Series A Warrant to purchase one ordinary share and one Series B Warrant to purchase one ordinary share at a combined purchase price of $3.25. The Series A Warrants have an exercise price of $3.55 per share, are immediately exercisable upon issuance and will expire five years from issuance. The Series B Warrants have an exercise price of $3.55 per share, are immediately exercisable upon issuance and will expire eighteen months from issuance. Our total gross proceeds from the 2024 Offering and the Private Placement were approximately $5.5 million. We also entered into a letter agreement dated August 23, 2024, or the Placement Agency Agreement, with A.G.P./Alliance Global Partners, or AGP, as sole placement agent, pursuant to which AGP agreed to serve as the placement agent for us in connection with the 2024 Offering. We paid AGP a cash placement fee equal to 7.0% of the gross proceeds received from the sale of the securities sold in the 2024 Offering. 56 2026 Warrant Inducement Transaction On February 10, 2026, we entered into an inducement offer letter agreement with the Investor, or the Inducement Transaction. Pursuant to the Inducement Transaction, in order to induce the Investor to exercise the Series A Warrants and Series B Warrants, the Company issued to the Investor an aggregate of 5,076,924 ordinary warrants, consisting of 2,538,462 Series A-1 ordinary warrants to purchase up to 2,538,462 ordinary shares, or the Series A-1 warrants, and 2,538,462 Series B-1 ordinary warrants to purchase up to 2,538,462 ordinary shares, or the Series B-1 warrants. The Series A-1 warrants have an exercise price of $1.25 per share, were immediately exercisable upon issuance and will expire five years from issuance. The Series B-1 warrants have an exercise price of $1.25 per share, were immediately exercisable upon issuance and will expire 18 months from issuance. We also engaged AGP to act as our exclusive advisor in connection with the Inducement Transaction and have agreed to pay AGP a cash fee equal to 7.0% of the aggregate gross proceeds received from the Investor’s exercise of the Series A Warrants and Series B Warrants. Lavie Bio Asset Purchase Agreement with ICL In April 2025, Lavie Bio announced the signing of a definitive agreement under which ICL, would acquire the majority of its activity. As part of the agreement, ICL also acquired Evogene’s MicroBoost AI for AG platform. In July 2025, Lavie Bio completed of the transaction for the sale of the majority of its activity and the Evogene’s MicroBoost AI for AG platform to ICL for a total consideration of $18,714. Information on that transaction is set forth in this Annual Report under “Item 4. Information on the Company— B. Business Overview— Market Segments— Agriculture— Lavie Bio Ltd.— Overview” and is incorporated by reference herein. Biomica License Agreement with Shanghai Lishan Biopharmaceuticals Co., Ltd., or Lishan Biotech On February 4, 2026, we announced the signing of an exclusive worldwide licensing agreement 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 the BMC128, which was developed by Biomica. Pursuant to the terms of the agreement, Biomica will be eligible to receive development milestone 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. Information on that transaction is set forth in this Annual Report under “Item 4. Information on the Company— B. Business Overview— Market Segments— Human Health— Biomica Ltd.— Overview” and is incorporated by reference herein. Collaboration Agreements Under our R&D collaboration agreements, our revenues typically include R&D funding for activities that we conduct in the collaboration, as well as milestone payments for when the candidates advance in our partners’ pipelines and revenue sharing from the end-product. Casterra Agreements with ENI and its Affiliate On June 21, 2023, Casterra announced that it entered into a framework agreement to sell seeds of its proprietary castor varieties to ENI Kenya B.V., or ENI, for cultivation in specific African territories at a commercial scale for biofuel production. During the first quarter of 2025, Casterra delivered orders (which were backlog from the prior year) valued at $2,168 thousand. As of the date of this Annual Report, the Company has not received any additional seed orders from ENI. Information on that transaction is set forth in this Annual Report under “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources— Casterra Agreement with ENI” and is incorporated by reference herein. 57 Lavie Bio Licensing Agreement for Bio-Fungicides with Corteva Agriscience On July 14, 2023, Lavie Bio entered into a licensing agreement with Corteva Inc. This agreement grants Corteva perpetual, exclusive rights (subject to reaching certain commercial milestones) to further develop and commercialize the lead bio-fungicide candidates targeting fruit rots and powdery mildew, which were discovered and developed by Lavie Bio. Pursuant to the terms of the agreement, Lavie Bio received an initial payment worth approximately $5 million in two installments (a first payment of $2.5 million was received in September 2023 and a second payment of $2.5 million was received in March 2024). In November 2024, Lavie Bio terminated the licensing agreement with Corteva. Lavie Bio regained full rights and freedom to operate to the licensed technology and the lead bio-fungicide candidates. Evogene Ag-Seed Division Awarded €1.5M Horizon Grant On May 9, 2023, Evogene announced that it has been granted an EU Horizon grant of €1.2 million, that was increased to approximately €1.5 during 2025, to support the creation of oil-seed crops that have high carbon-dioxide assimilation and enhanced drought tolerance. The project, Crop4Clima, has an overall budget of €2.5 million and is expected to be executed over 32 months. As of December 2025, Evogene received payments totaling approximately €1.3 million from the grant mentioned above. This grant follows the successful completion of the Future Agriculture Consortium's proof-of-concept in 2021, which demonstrated the potential for increased agricultural productivity and environmental sustainability. Outlook We expect that our sources of liquidity for 2026 will mainly include cash held in our bank accounts, including bank deposits, proceeds from collaboration and licensing agreements, proceeds from grants and other financing transactions, including by our subsidiaries. In the future, cash may serve us in effecting M&A transactions for achieving inorganic growth in our different segments of operations. We concluded that the following conditions raised substantial doubt about our ability to continue as a going concern: - History of reporting operating losses from continuing operations of $14,034 and $18,804 for the years ended December 31, 2025, and 2024, respectively; - Net operating cash outflows of $13,502 and $19,700 in 2025 and 2024, respectively; - The Company's Accumulated Deficit balance as of December 31, 2025, is $282,556 Management prepared a plan to improve our available cash balances, liquidity and cash flows generated from operations. We have identified several potential actions, including cost preservation measures that would be initiated in a timely manner to address our liquidity needs over the twelve-month period from the date of this Annual Report, as follows: • In case projected revenues do not materialize in a timely manner, reducing related expenses, including through headcount reductions, to conserve cash and improve our liquidity position; and • Deferring and reprioritizing certain research and development programs, resulting in reduced expenditures on programs and headcount. We have a history of operating losses and negative cash flows from operations. However, despite these conditions, we believe management’s plans, as described more fully above, will provide sufficient liquidity to meet our financial obligations and maintain levels of liquidity over the twelve-month period from the date of this Annual Report. Therefore, management concluded this plan alleviates the substantial doubt that was raised about our ability to continue as a going concern for at least twelve months from the date this Annual Report. Although not considered for purposes of our assessment of whether substantial doubt was alleviated, we have plans to improve operating cash flows by entering other collaborations, strategic alliances or licensing arrangements with third parties. We are also exploring exit opportunities for certain subsidiaries. We may seek to raise additional funds through public or private equity or debt financings or other sources. Our plans are subject to inherent risks and uncertainties. Accordingly, there can be no assurance that our plans can be effectively implemented and, therefore, that the conditions can be effectively mitigated. Until such time, if ever, we expect to finance our operations through equity or debt financings, which may not be available to us on the timing needed or on terms that we deem to be favorable. To the extent that we raise additional capital through the sale of equity or debt securities, the ownership interest of our shareholders will be diluted. If we are unable to maintain sufficient financial resources, our business, financial condition and results of operations will be materially and adversely affected. 58 Cash Flows The following table presents the major components of net cash flows used in or provided by (as applicable) operating, investing and financing activities for the periods presented. For a discussion of our net cash flows for the year ended December 31, 2023, please see “Item 5. Operating and Financial Review and Prospects— B. Liquidity and Capital Resources— Cash Flows” in our Annual Report on Form 20-F for the year ended December 31, 2024, which we filed with the SEC on March 27, 2025: 2025 2024 2023 (U.S. dollars, in thousands) Net cash used in operating activities (13,502 ) $ (19,700 ) $ (21,577 ) Net cash provided by (used in) investing activities 17,738 9,622 (4,538 ) Net cash provided by financing activities (6,602 ) 4,656 18,152 Exchange rate differences - cash and cash equivalents balances 21 (49 ) (245 ) Decrease in cash and cash equivalents (2,345 ) $ (5,471 ) $ (8,208 ) Cash Used in Operating Activities Cash used in operating activities for the year ended December 31, 2025 was approximately $13.5 million and reflects our cash used in continuing operating activities of approximately $11.4 million and net cash used in operating activities of discontinued operations of approximately $2.1 million. Cash used in continuing operating activities primarily reflects our loss from continuing operations of approximately $13.5 million, as adjusted downwards to eliminate certain non-cash items that were taken into account in calculating, and that increased our loss from continuing operations, including approximately $2.1 million of non-cash expenses related to an inventory impairment, approximately $1.3 million of amortization of deferred expenses related to issuance of warrants, approximately $1.1 million of depreciation of property, plant and equipment and right-of-use-assets and approximately $0.7 million of share-based compensation expenses. These downwards adjustments to cash used were partially offset by non-cash financial income of approximately $1.8 million related to remeasurement of pre-funded warrants and warrants and approximately $1.3 million of changes in asset and liability items mainly due to an increase in inventories, decrease in trade payables, payroll accrual balances, other payables and deferred revenues and other advances, partially offset by a decrease in trade receivables, other receivables and prepaid expenses balances. Cash used in operating activities for the year ended December 31, 2024 was approximately $19.7 million and reflects our cash used in continuing operating activities of approximately $17.5 million and net cash used in operating activities of discontinued operations of approximately $2.2 million. Cash used in continuing operating activities primarily reflects our loss from continuing operations of approximately $14.8 million, as adjusted upwards to eliminate certain non-cash items that were taken into account in calculating, and that decreased, our loss, including approximately $6.5 million of non-cash financial income related to remeasurement of pre-funded warrants and warrants, approximately $0.8 million of non-cash net financing income and approximately $2.6 million of changes in asset and liability items, mainly due to an increase in inventories and trade receivables and a decrease in trade payables, payroll accrual balances, deferred revenues and other advances, partially offset by a decrease in other receivables and prepaid expenses. These upwards adjustments to cash used were partially offset by approximately $2.7 million of non-cash expenses related to an excess of initial fair value of pre-funded warrants over the transaction proceeds, approximately $1.4 million of depreciation of property, plant and equipment and right-of-use-assets, approximately $1.2 million of share-based compensation expenses, approximately $0.9 million of interest received on short bank deposits, approximately $0.5 million related to amortization of deferred expenses related to issuance of warrants and $0.5 million loss from sale of property, plant and equipment. 59 Cash Provided by (Used In) Investing Activities Cash provided by investing activities was approximately $17.7 million for the year ended December 31, 2025, and reflects cash used in continuing investing activities of approximately $0.01 million and cash provided by discontinued operations of approximately $17.7 million. Cash used in continuing investing activities primarily reflects cash used for the purchase of property, plant and equipment of approximately $0.1 million, partially offset by cash provided from proceeds from sale of property, plant and equipment and proceeds from finance sub-lease asset. Cash provided by discontinued operations of approximately $17.7 million primarily resulted from cash proceeds related to the acquisition of most of the activities of Lavie Bio and Evogene’s MicroBoost AI Tech-Engine for the agriculture field by ICL. Cash provided by investing activities was approximately $9.6 million for the year ended December 31, 2024, and reflects cash provided by continuing investing activities of approximately $9.6 million and cash provided by discontinued operations of approximately $0.05 million. Cash provided by continuing investing activities primarily reflects cash proceeds from short-term bank deposits, net of investment in short-term bank deposits of approximately $10.2 million, partially offset by cash used for the purchase of property, plant and equipment of approximately $0.6 million. Cash Provided by Financing Activities Cash used in financing activities was approximately $6.6 million for the year ended December 31, 2025 and reflects cash used in continuing financing activities of approximately $6.5 million and cash used in financing activities of discontinued operations of approximately $0.1 million. Cash used in continuing financing activities was primarily attributable to repayment of convertible SAFE in the amount of $10.0 million, repayment of lease liability of approximately $0.5 million and repayment of government grants of approximately $0.2 million, partially offset by proceeds from issuance of ordinary shares, net of issuance expenses, of approximately $4.3 million. Cash provided by financing activities was approximately $4.7 million for the year ended December 31, 2024 and reflects cash provided by continuing financing activities of approximately $4.6 million and cash provided by financing activities of discontinued operations of approximately $0.1 million. Cash provided by continuing financing activities was primarily attributable to proceeds from issuance of ordinary shares, pre-funded warrants and warrants of approximately $5.5 million, proceeds from government grants of approximately $0.1 million and proceeds from issuance of ordinary shares, net of issuance expenses, of approximately $0.1 million, partially offset by approximately $0.9 million for the repayment of lease liabilities and by approximately $0.3 million for the repayment of government grants. Government Grants Our research and development efforts, including by our subsidiaries, have been financed, in part, through grants from IIA, BIRD, CIIRDF and the EU. From our inception through December 31, 2025, we received grants of approximately $14.5 million (including accrued interest), of which approximately $9.6 million (including accrued interest) are royalty-bearing grants from the IIA and repaid approximately $4.4 million in royalties and an additional approximately $4.9 million in respect of several royalty-bearing projects. In addition, we have received grants totaling approximately $1.0 million (linked to the U.S. Consumer Price Index) from BIRD and have repaid approximately $0.5 million, whereas the amount of approximately $0.4 million of grants from BIRD have been cancelled, as we decided to withdraw from the relevant project. We have received grants totaling $2.2 million from the EU, which are not required to be repaid. As of December 31, 2025, we did not have any active research grants under which we were receiving funding from the IIA or the EU. In 2026, we obtained IIA approval to receive a grant for its program related to precision therapeutics to rare disease. The total approved budget was NIS 1.5 million (approximately $485 thousand). See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Incorporation and Location in Israel—We have received Israeli government grants for certain of our research and development activities. The terms of these grants may require us to satisfy specified conditions in order to manufacture products and transfer technologies supported by such grants outside of Israel. We may be required to pay penalties in addition to repayment of the grants.” 60 Israeli Grants Under the Innovation Law, research and development programs that meet specified criteria and are approved by a committee of the IIA are eligible for grants. The grants awarded are typically up to 50% of a project’s expenditures, as determined by the IIA committee and subject to the benefit track under which the grant was awarded. A company that receives a grant from the IIA is typically required to pay 3% royalties to the IIA on income generated from products incorporating know-how developed using that grant (including income derived from services associated with such products), until 100% of the U.S. dollar-linked grant, plus interest, is repaid. Certain benefit tracks do not require payment of royalties. The obligation to pay royalties is contingent on actual income generated from such products and services. In the absence of such income, no payment of royalties is required. It should be noted that the restrictions under the Innovation Law, including restrictions on the sale, transfer or assignment outside of Israel of know-how developed as part of the programs under which the grants were given will continue to apply even after the repayment of such royalties in full. The terms of the grants under the Innovation Law also require that the products developed as part of the programs under which the grants were given be manufactured in Israel and that the know-how developed thereunder may not be transferred outside of Israel, unless prior written approval is received from the IIA (such approval is not required for the transfer of a portion of the manufacturing capacity which does not exceed, in the aggregate, 10% of the manufacturing (in which case only notification is required)), and additional payments are required to be made to the IIA, as described below. It should be noted that this does not restrict the marketing of products that incorporate the funded know-how. Ordinarily, as a condition to obtaining approval to manufacture outside Israel, we may be required to pay royalties at an increased rate, which usually amounts to an additional 1% on top of the standard royalties rate, and also the total amount of our liability to IIA will be increased to between 120% and 300% of the grants we received from IIA, depending on the manufacturing volume to be performed outside of Israel. The Innovation Law restricts the ability to transfer know-how funded by the IIA. Transfer of IIA-funded know-how outside of Israel requires prior approval and is subject to payment of a redemption fee to the IIA calculated according to a formula provided under the Innovation Law. A transfer for the purpose of the Innovation Law is generally interpreted very broadly and includes, inter alia, any actual sale of the IIA-funded know-how, any license to develop the IIA-funded know-how or the products resulting from such IIA-funded know-how or any other transaction, which, in essence, constitutes a transfer of the IIA-funded know-how. The IIA approval to transfer know-how created, in whole or in part, in connection with an IIA-funded project outside Israel is subject to payment of a redemption fee to the IIA calculated according to a formula provided under the Innovation Law that is based, in general, on the value of the transferred know-how, multiplied by the amount of grants received from the IIA, divided by the total amounts expended by the grant recipient on R&D. To the extent any royalties were paid on account of the grants, such royalties will be deducted from the calculation. The redemption fee is subject to a cap of six times the total amount of the IIA grants, plus interest accrued thereon. If the transferee undertakes that for a period of not less than three years, at least 75% of its relevant R&D positions will remain in Israel, then the cap will be reduced to three times (rather than six times) the total liability to the IIA, calculated as set out above. Subject to prior approval of the IIA, we may transfer the IIA-funded know-how to another Israeli entity. If the IIA-funded know-how is transferred to another Israeli entity, the transfer would still require IIA approval but will not be subject to the payment of the redemption fee (although there will be an obligation to pay royalties to the IIA from the income of such sale transaction as part of the royalties payment obligation). In such case, the acquiring entity would have to assume all of the restrictions and obligations associated with the grants under the Innovation Law towards the IIA (including the restrictions on the transfer of know-how and manufacturing capacity outside of Israel) as a condition to IIA approval. 61 We are required to pay up to 100% of the amount of grants received by us from the IIA, plus interest (see Risk Factors section above for additional information). In addition to paying any royalties due, we must abide by other restrictions associated with receiving such grants under the Innovation Law. Those restrictions may impair our ability to outsource development of products containing our traits, engage in change of control transactions or otherwise transfer our know-how outside of Israel and may require us to obtain the approval from the IIA for certain actions and transactions and pay additional royalties and other amounts to the IIA. We cannot be certain that any approval of the IIA will be obtained on terms that are acceptable to us, or at all. We may not receive the required approvals should we wish to transfer IIA-funded know-how, manufacturing and/or development outside of Israel in the future. Furthermore, in the event that we undertake a transaction involving the transfer to a non-Israeli entity of know-how developed with IIA-funding pursuant to a merger or similar transaction, the consideration available to our shareholders may be reduced by the amounts we are required to pay to IIA. Any approval, if given, will generally be subject to additional financial obligations. Failure to comply with the requirements under the Innovation Law may subject us to mandatory repayment of grants received by us (together with interest and penalties), as well as expose us to criminal proceedings. In addition, the IIA may from time to time conduct royalties audits and such audits may lead to additional royalties being payable. In January 2018, we announced participation in a three-year IIA-sponsored Phenomics Consortium to develop tools and systems for precision agriculture and innovative development of agriculture products. In addition to Evogene, the Phenomics Consortium consists of several Israeli industrial companies and academic institutions. The goal of the consortium is to develop plant phenotyping technologies, including the generation of comprehensive agricultural ‘Big-Data’ and the development of artificial intelligence algorithms for real time analysis of phenotypic data. The grant for the consortium was originally approved for calendar year 2018 in an amount of approximately $5.0 million, of which approximately $1.4 million was granted to Evogene. By the end of 2018, the grant was extended by an additional six months to a total period of 18 months until mid-2019, and the grant amount was updated to approximately $7.6 million total, of which approximately $2.5 million was granted to Evogene. In June 2019, the IIA approved the continuation of the consortium following such 18-month period, until the end of 2020, which would complete a three-year workplan, and granted an additional amount of approximately $7.5 million, of which approximately $1.9 million was granted to Evogene. In June 2020, we announced participation in a three-year workplan, IIA-sponsored CRISPR-IL Consortium to develop an artificial intelligence based, end-to-end system for genome-editing to be used in multi-species including human, plant, and certain animal DNA, applicable to market segments in pharma, agriculture and aquaculture. In addition to Evogene, the CRISPR-IL Consortium consists of several Israeli industrial companies and academic institutions. The goal of the consortium is to develop an artificial intelligence-based system, “Go-Genome”, providing users improved genome-editing workflows. The system aims to provide end-to-end solutions, from user interface to an accurate measurement tool. The total budget for the consortium was approved for the first 18 months in an amount of approximately $10.2 million, of which approximately $1.3 million was allocated to us and for the additional 18 months was approved an amount of approximately $15.4 million, of which approximately $1.9 million was allocated to us. Participation in the IIA-sponsored consortium programs as described above does not obligate us to pay royalties to the IIA; however, the know-how developed in such consortium programs is subject to the provisions and restrictions under the Innovation Law. In March 2020 and March 2021, Lavie Bio obtained an IIA approval to receive a grant for its third and fourth year programs, respectively, for bio fungicides for mildew in fruit and vegetables. The total approved budgets for each of the third and fourth year programs were NIS 3.9 million (approximately $1.1 million for the third year and approximately $1.2 million for the fourth year). In addition, during October 2022 Lavie Bio obtained an IIA approval to receive a grant for the development of bio fungicide against soil diseases, seed rot, root and stem rot. The total approved budget was approximately NIS 1.9 million (approximately $0.6 million). In September 2024 Lavie Bio obtained an IIA approval to receive a grant for mechanism of delivery of biological products for agriculture. The total approved budget was approximately NIS 1.9 million (approximately $0.5 million). In July 2025 Lavie Bio returned this grant as part of the Lavie Bio – ICL transaction. In July 2022, Canonic received the Israeli Ministry of Economy approval to be included in “Smart money” grants program for marketing operations in Germany. The maximum grant amount from this program is approximately $85 thousand. Canonic undertook to pay royalties of 3% of yearly revenues above approximately $284 thousand derived from the operation in Germany, up to 100% of the grants received. As of December 31, 2024, Canonic received approximately $42 thousand for marketing expenses in Germany. Since Canonic has ceased its activities during the first half of 2024 and no economic benefits are expected from the marketing operations in Germany, the grant receipts were recognized as a reduction of the related marketing expenses during 2024. 62 In February 2024, Lavie Bio received the Israeli Ministry of Economy approval to be included in the “Smart money” grant program for initial exporting in Canada. The maximum grant amount from this program is approximately $83 thousand. Lavie Bio undertook to pay royalties of 3% of yearly revenues above approximately $276 thousand derived from the operation in Canada, up to 100% of the grants received (linked to The Consumer Price Index) and can choose to apply the program retroactively from August 2023. As of December 31, 2024, Lavie Bio received approximately $78 thousand for marketing expenses in Canada incurred until December 31, 2024. In April 2025, Lavie Bio entered into a definitive agreement pursuant to which ICL agreed to acquire the majority of its activity and as of the date of this Annual Report, no additional activity is expected for Lavie Bio in the future. Since no economic benefits are expected from the marketing operations in Canada, the grant receipts were recognized as a reduction of the related marketing expenses during 2025. In 2020, AgPlenus obtained IIA approval to receive a grant for its first-year program for development of novel herbicides. The total approved budget was NIS 3.1 million (approximately $1.0 million). In 2026, we obtained IIA approval to receive a grant for its program related to precision therapeutics to rare disease. The total approved budget was NIS 1.5 million (approximately $485 thousand). We entered into agreements with certain of our Israeli subsidiaries in the framework of which they were granted permission to use our technology and related know how, which was funded by the IIA. Evogene remains responsible to the IIA for the obligations regarding such IIA funding. BIRD Grants We have received two BIRD grants, covering the following programs: (i) a joint development program with DuPont-Pioneer (now Corteva) of research and development improvements to soybean rust resistance, which the Company has repaid in full; and (ii) a joint research and development program with Marrone Bio Innovations, or MBI, for discovery of novel modes of biological action for insect control, which the Company has decided to withdraw from. Under the MBI BIRD program, the grant for the joint development will be repaid: (a) from revenues received for the licensing of products developed under the project; (b) from revenues generated from sales of products developed under the project; (c) from proceeds received from the outright sale of the technology developed under the project; (d) if we and our partner have concluded the development of a product within the period of development defined under each of the programs; or (e) if within 60 months from the original grant date we and MBI did not conclude the development of a product but nevertheless decide to continue the project. In each such case, the repayment will be in an amount of up to 150% of the total grant received, depending on the timing of the repayment. CIIRDF Grant The CIIRDF grant that we have received was also provided to us as part of a previous joint project of ours with Saskatchewan Wheat Pool Inc., operating under the name of Viterra, to develop canola with improved yield and abiotic stress tolerance. This grant will be repaid from income resulting from the commercialization of a product developed pursuant to the grant project, at a rate of 2.5% of royalties on sales of such product, in an amount up to 100% of the total grant received. Alternatively, we may repay the grant as royalties of 2.5% of the income we receive from licensing the product developed pursuant to the grant. Payment of such royalties is not required if commercial revenues are not generated as a result of the project. EU Grant In early 2016, a grant application for a consortium for research in photosynthesis in which we participate within the EU Horizon 2020 Program for Research and Innovation was confirmed. The consortium’s research program is focused on an innovative approach to modulate photosynthesis related pathways aiming to improve photosynthetic efficiency. Beyond us, the consortium includes academic institutions such as the Max Planck Institute of Molecular Plant Physiology and the Institute of Terrestrial Microbiology, the Weizmann Institute of Science, and the Imperial College of Science, Technology and Medicine. Overall, we received a total amount of €0.9 million for our participation in the consortium during the five-year project. In March 2023, a follow up grant of a €1.5 million was confirmed by the Horizon EIC 2022 program to support the creation of oil-seed crops that have high carbon-dioxide assimilation and enhanced drought tolerance. The overall budget under the program is €2.5 million and Evogene’s other partners in the project include the Max Planck Institute. As of December 2025, Evogene had received payments totaling approximately €1.3 million from the grant mentioned above. The Crop4Clima project was completed on December 31, 2025. 63 C. Research and Development, Patents and Licenses, etc. We continuously invest and have for at least the last three years historically invested, in maintaining the technological capabilities of our CPB platform, which includes tailored ‘big-data’ databases, interconnected data hubs and proprietary analysis and prediction algorithms. We also maintain laboratories and greenhouses for conducting biological validation activities for our computational predictions. Our ongoing research and development activities are funded mainly by internal resources, collaboration research and development payments and governmental grants. As of December 31, 2025, 31 of our employees, representing approximately 59.6% of our entire work force, were engaged in research and development on a full-time basis. For more information regarding our research and development activities, intellectual property and licenses, please see “Item 4.B. Information on the Company—Business Overview.” D. Trend Information Market Risk We are exposed to market risk from changes in exchange rates, interest rates and inflation. We therefore continue to closely monitor the macro-economic conditions that result therefrom. We regularly assess the implications of these local and global conditions on our operations, liquidity, cash flow and product candidates and seek to act to mitigate any adverse consequences, to the extent possible, in a commercially reasonable manner, if and when applicable. All of these market risks arise in the ordinary course of business, as we do not engage in speculative trading activities. Except as otherwise addressed herein, such market risks are further discussed in Item 11 of this Annual Report under the section titled “Quantitative and Qualitative Disclosures about Market Risk”. Other than as disclosed elsewhere in this Annual Report, we are not aware of any trends, uncertainties, demands, commitments or events for the period from January 1, 2025 to December 31, 2025 that are reasonably likely to have a material adverse effect on our revenues, profitability, liquidity or capital resources, or that caused the disclosed financial information to be not necessarily indicative of future operating results or financial condition. E. Critical Accounting Estimates We have provided a summary of our significant accounting policies, estimates and judgments in Note 3 to our consolidated financial statements, which are included elsewhere in this Annual Report. The following critical accounting discussion pertains to accounting policies management believes are most critical to the portrayal of our historical financial condition and results of operations and that require significant, difficult, subjective or complex judgments. Other companies in similar businesses may use different estimation policies and methodologies, which may impact the comparability of our financial condition, results of operations and cash flows to those of other companies. Application of Critical Accounting Policies and Estimates Our consolidated financial statements are prepared in conformity with IFRS. Our accounting policies affecting our financial condition and results of operations are more fully described in our consolidated financial statements included elsewhere in this Annual Report. The preparation of our financial statements requires management to make judgments, estimates and assumptions that affect the amounts reflected in the consolidated financial statements and accompanying notes, and related disclosure of contingent assets and liabilities. We base our estimates upon various factors, including past experience, where applicable, external sources and on other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions and could have a material adverse effect on our reported results. In many cases, the accounting treatment of a particular transaction, event or activity is specifically dictated by accounting principles and does not require management’s judgment in its application, while in other cases, management’s judgment is required in the selection of the most appropriate alternative among the available accounting principles, that allow different accounting treatment for similar transactions. We believe that the accounting policies discussed below are critical to our financial results and to the understanding of our past and future performance as these policies relate to the more significant areas involving management’s estimates and assumptions. We consider an accounting estimate to be critical if: (1) it requires us to make assumptions because information was not available at the time or it included matters that were highly uncertain at the time we were making our estimate; and (2) changes in the estimate or different estimates that we could have selected may have had a material impact on our financial condition or results of operations. 64 Going Concern Assessment We concluded that the following conditions raised substantial doubt about its ability to continue as a going concern: - History of reporting operating losses from continuing operations of $14,034 and $18,804 for the years ended December 31, 2025, and 2024, respectively; - Net operating cash outflows of $13,502 and $19,700 in 2025 and 2024, respectively; - The Company's Accumulated Deficit balance as of December 31, 2025, is $282,556. We have prepared a plan to improve our available cash balances, liquidity and cash flows generated from operations. We have identified several potential actions, including cost preservation measures that would be initiated in a timely manner to address our liquidity needs over the twelve-month period from the date of this Annual Report, as follows: • In case projected revenues do not materialize in a timely manner, reducing related expenses, including through headcount reductions, to conserve cash and improve our liquidity position; and • Deferring and reprioritizing certain research and development programs, resulting in reduced expenditures on programs and headcount. We have a history of operating losses and negative cash flows from operations. However, despite these conditions, we believe that the management’s plans, as described more fully above, will provide sufficient liquidity to meet our financial obligations and maintain levels of liquidity over the twelve-month period from the date of this Annual Report. Therefore, management concluded this plan alleviate the substantial doubt that was raised about our ability to continue as a going concern for at least twelve months from the date of this Annual Report. Revenue Recognition We recognize revenues when the control over the goods or services is transferred to the customer. The transaction price is the amount of consideration that is expected to be received based on the contract terms, excluding amounts collected on behalf of third parties (such as taxes). We don’t grant a right of return to our customers. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations such as licenses, services and milestone events require an allocation of the transaction price to each performance obligation based on a relative standalone selling price, or SSP. To determine SSP, we maximize the use of observable standalone sales and observable data, where available. In instances where performance obligations do not have observable standalone sales, we utilize available information that may include market conditions, pricing strategies, the economic life of the software, and other observable inputs or use the expected cost-plus margin approach to estimate the price we would charge if the products and services were sold separately. Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised product or delivery of service to the customer. Revenue is recognized in an amount that reflects the consideration we expect to receive in exchange for those products or services. Revenues from research and development services as part of our collaboration agreements are recognized over time, during the period the customer simultaneously receives and consumes the benefits provided. Recognition of the service is throughout the services period using the input method in order to measure the progress of the services, based on the actual internal and external costs incurred, relative to total internal and external costs expected to be incurred to satisfy the performance obligation. We determined that the input method is the best measure of progress towards satisfying the performance obligation as incurred labor effort represents work performed that corresponds with, and thereby best depicts the transfer of goods and services. Revenues from the sale of castor seeds and license agreements are recognized when the control of our product is transferred to the customer, generally upon delivery of the goods or products to the customer, according to the shipment or delivery terms. Future milestone payments are considered variable consideration and are subject to the variable consideration constraint (i.e. will be recognized once concluded that it is “probable” that a significant reversal of the cumulative revenues recognized under the contract will not occur in future periods when the uncertainty related to the variable consideration is resolved). Therefore, as the milestone payments are not probable, revenue was not recognized in respect to such milestone payments prior to achievement of such milestone. In instances of contracts where revenue recognition differs from timing of invoicing, we generally determined that those contracts do not include a significant financing component. We use the practical expedient and do not assess the existence of a significant financing component when the difference between payment and revenue recognition is a year or less. 65 Impact of Israeli Tax Policies and Government Programs on Our Operating Results Tax regulations have a material impact on our business, particularly in Israel where we have our headquarters. The following summary describes the current tax structure applicable to companies in Israel, with special reference to its effect on us. General Corporate Tax Structure in Israel Israeli companies are generally subject to corporate tax on their taxable income. In 2025, the corporate tax rate was 23%. Capital gains derived by an Israeli company are generally subject to tax at the prevailing regular corporate tax rate. Law for the Encouragement of Industry (Taxes), 5729-1969 The Law for the Encouragement of Industry (Taxes), 5729-1969, generally referred to as the Industry Encouragement Law, provides several tax benefits for an “Industrial Company”. The Industry Encouragement Law defines an “Industrial Company” as an Israeli resident company which was incorporated in Israel, of which 90% or more of its income in any tax year, other than income from certain government loans, is derived from an “Industrial Enterprise” owned by it and located in Israel. An “Industrial Enterprise” is defined as an enterprise that is held by an Industrial Company whose principal activity in a given tax year is industrial production. The following tax benefits, among others, are available to Industrial Companies: • amortization over an eight-year period of the cost of purchased know-how and patents and rights to use a patent and know-how which were purchased in good faith and are used for the development or advancement of the Industrial Enterprise, commencing in the year in which such rights were first exercised; • under limited conditions, an election to file consolidated tax returns together with Israeli Industrial Companies controlled by it; and • expenses related to a public offering are deductible in equal amounts over a three-year period, commencing in the year of the offering. Eligibility for benefits under the Industry Encouragement Law is not contingent upon the approval of any governmental authority. We believe that we currently qualify as an Industrial Company within the meaning of the Industry Encouragement Law. There can be no assurance that we will continue to qualify as an Industrial Company or that the benefits described above will be available in the future. Law for the Encouragement of Capital Investments, 5719-1959 The Law for the Encouragement of Capital Investments, 5719-1959, generally referred to as the Investment Law, provides certain incentives for capital investments in production facilities (or other eligible assets) by “Industrial Enterprises” (as defined under the Investment Law). 66 The Investment Law was significantly amended effective April 1, 2005 (which we refer to as the 2005 Amendment), further amended as of January 1, 2011 (which we refer to as the 2011 Amendment) and further amended as of January 1, 2017 (which we refer to as the 2017 Amendment). Pursuant to the 2005 Amendment, tax benefits granted in accordance with the provisions of the Investment Law prior to its revision by the 2005 Amendment remain in force but any benefits granted subsequently are subject to the provisions of the 2005 Amendment. Similarly, the 2011 Amendment introduced new benefits to replace those granted in accordance with the provisions of the Investment Law in effect prior to the 2011 Amendment. However, companies entitled to benefits under the Investment Law as in effect prior to January 1, 2011 were entitled to choose to continue to enjoy such benefits, provided that certain conditions are met, or elect instead irrevocably to forego such benefits and have the benefits of the 2011 Amendment apply. The 2017 Amendment introduced new benefits for Technological Enterprises, alongside the existing tax benefits. On October 24, 2010, we received a tax ruling from the Israel Tax Authority, according to which, among other things, our activity has been qualified as an “industrial activity”, as defined in the Investment Law and is also eligible to tax benefits as a Beneficiary Enterprise, which will apply to the turnover attributed to such enterprise. The benefit period under this tax ruling ended in 2018, and since we did not generate any taxable income until tax year 2018, we were not entitled to any tax benefits under this tax regime. We have reviewed and evaluated the implications and effect of the benefits under the 2011 and 2017 Amendments, and, while potentially eligible for such benefits, we have not yet chosen to be subject to the tax benefits introduced by the 2011 or the 2017 Amendments.