ABOUT THIS PROSPECTUS SUPPLEMENT. This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with the Securities and Exchange Commission, or SEC, utilizing a “shelf” registration process. This document is in two parts. The first part is the prospectus supplement, including the documents incorporated herein by reference, which describes the specific terms of this offering. The second part is the accompanying prospectus, including the documents incorporated therein by reference, which provides more general information about securities we may offer from time to time, some of which may not apply to this offering. We urge you to carefully read this prospectus supplement and the accompanying prospectus, and the documents incorporated by reference herein and therein, before buying any of the securities being offered under this prospectus supplement. This prospectus supplement may add or update information contained in the prospectus and the documents incorporated by reference therein. To the extent that any statement we make in this prospectus supplement is inconsistent with statements made in the accompanying prospectus or any documents incorporated by reference therein that were filed before the date of this prospectus supplement, the statements made in this prospectus supplement will be deemed to modify or supersede those made in the accompanying prospectus and such documents incorporated by reference therein. If any statement in one of these documents is inconsistent with a statement in another document having a later date – for example, a document incorporated by reference in the accompanying prospectus – the statement in the document having the later date modifies or supersedes the earlier statement. You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus, or contained in any free writing prospectus prepared by us or on our behalf. We have not, and the placement agent has not, authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. The distribution of this prospectus supplement and sale of these securities in certain jurisdictions may be restricted by law. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. Persons in possession of this prospectus supplement or the accompanying prospectus are required to inform themselves about and observe any such restrictions. This prospectus supplement and the accompanying prospectus are not, and under no circumstances are to be construed as, an advertisement or a public offering of securities in Israel. Any public offer or sale of securities in Israel may be made only in accordance with the Israeli Securities Law, 5728-1968, or the Securities Law (which requires, among other things, the filing of a prospectus in Israel or an exemption therefrom). The information contained in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, and in any free writing prospectus that we have authorized for use in connection with this offering, is accurate only as of the date of those respective documents regardless of the time of delivery of this prospectus supplement or the accompanying prospectus or when any sale of our securities occurs. Our business, financial condition, results of operations and prospects may have changed since those dates. You should read this prospectus supplement, the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, in their entirety, before making an investment decision. You should also read and consider the information in the documents to which we have referred you in the sections of this prospectus supplement entitled “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” This prospectus supplement and the accompanying prospectus contain summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated herein by reference as exhibits to the registration statement, and you may obtain copies of those documents as described below under the section entitled “Where You Can Find More Information.” We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs. Certain figures included in this prospectus supplement have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them. As used herein, and unless the context suggests otherwise, the terms “Evogene,” “we,” “us,” “our,” “our company” and “the company” refer to Evogene Ltd. and its consolidated subsidiaries, consisting of AgPlenus Ltd., Biomica Ltd., Canonic Ltd., Casterra Ag Ltd., Evogene Inc., Lavie Bio Ltd. and their consolidated subsidiaries. References to “dollar” and “$” are to U.S. dollars, the lawful currency of the United States, and references to “NIS” are to New Israeli Shekels, the lawful currency of the State of Israel. References to our “ordinary shares” or “shares” refer to our ordinary shares, par value NIS 0.02 per share. References to our “2019 annual report” refer to our Annual Report on Form 20-F for the year ended December 31, 2019, which we filed with the SEC on April 27, 2020.
Appears in 1 contract
Samples: Sales Agreement
ABOUT THIS PROSPECTUS SUPPLEMENT. This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with the Securities and Exchange Commission, or SEC, utilizing a “shelf” registration process. This document is in two parts. The first part is the this prospectus supplement, including the documents incorporated herein by reference, which describes the specific terms of this offeringoffering and the securities offered hereby, and also adds to and updates information contained in the accompanying prospectus and the documents incorporated into each by reference. The second part is the accompanying prospectus, including the documents incorporated therein by reference, which provides more general information about securities we may offer from time to timeinformation, some of which may not apply to this offering. We urge you to carefully read this prospectus supplement and the accompanying prospectus, and the documents incorporated by reference herein and therein, before buying any offering of the securities being offered under this prospectus supplementcommon stock. This prospectus supplement may add or update information contained in the prospectus and the documents is deemed to be incorporated by reference therein. To the extent that any statement we make in this prospectus supplement is inconsistent with statements made in into the accompanying prospectus or any documents incorporated by reference therein that were filed before solely for the date purpose of this prospectus supplement, offering. When we refer only to the statements made in this prospectus supplement will be deemed “prospectus,” we are referring to modify or supersede those made in the accompanying prospectus and such documents incorporated by reference thereinboth parts combined. If any statement in one of these documents there is inconsistent with a statement in another document having a later date – for example, a document incorporated by reference in the accompanying prospectus – the statement in the document having the later date modifies or supersedes the earlier statement. You should rely only on the an inconsistency between information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus, or contained in any free writing prospectus prepared by us or on our behalf. We have not, and the placement agent has not, authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. The distribution of the information in this prospectus supplement and sale of these securities in certain jurisdictions may be restricted by lawsupplement. We are not making an offer to sell these securities in any jurisdiction where You should rely only on the offer or sale is not permitted. Persons in possession of this prospectus supplement or the accompanying prospectus are required to inform themselves about and observe any such restrictions. This prospectus supplement and the accompanying prospectus are not, and under no circumstances are to be construed as, an advertisement or a public offering of securities in Israel. Any public offer or sale of securities in Israel may be made only in accordance with the Israeli Securities Law, 5728-1968, or the Securities Law (which requires, among other things, the filing of a prospectus in Israel or an exemption therefrom). The information contained in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein or therein. We have not authorized any other person to provide you with different or additional information. If anyone provides you with different or additional information, you should not rely on it. This prospectus supplement and the accompanying prospectus do not constitute an offer to sell or a solicitation of an offer to buy any securities other than the registered securities to which they relate, and this prospectus supplement and the accompanying prospectus do not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction where, or to any person to whom, it is unlawful to make such an offer or solicitation. You should not assume that the information contained in this prospectus supplement and the accompanying prospectus is correct on any date after the respective dates of the prospectus supplement and the accompanying prospectus, as applicable, even though this prospectus supplement and the accompanying prospectus are delivered or securities are sold pursuant to the prospectus and such prospectus supplement or supplements at a later date. You should assume that the information appearing in any free writing this prospectus that we have authorized for use in connection with this offeringsupplement, the accompanying prospectus and the documents incorporated into each by reference is accurate only as of the date of those respective documents regardless dates of the time of delivery of this prospectus supplement or the accompanying prospectus or when any sale of our securities occursapplicable documents. Our business, financial condition, results of operations and prospects may have changed since those dates. You should read this prospectus supplement, the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, in their entirety, before making an investment decision. You should also read and consider prospectus together with the additional information in described under the documents to which we have referred you in the sections of this prospectus supplement entitled headings “Where You Can Find More Information” and “Incorporation of Certain Documents Information by Reference.” This prospectus supplement and before investing in our common stock. Unless otherwise indicated or the accompanying prospectus contain summaries of certain provisions contained in some of the documents described hereincontext requires otherwise, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated herein by reference as exhibits to the registration statement, and you may obtain copies of those documents as described below under the section entitled “Where You Can Find More Information.” We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs. Certain figures included references in this prospectus supplement have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of “GameStop,” the figures that precede them. As used herein, and unless the context suggests otherwise, the terms “EvogeneCompany,” “we,” “us,” “our,” “our company” and “the company” refer or comparable terms are to Evogene Ltd. GameStop Corp., a Delaware corporation, and its consolidated subsidiaries. The distribution of this prospectus supplement, consisting of AgPlenus Ltd., Biomica Ltd., Canonic Ltd., Casterra Ag Ltd., Evogene Inc., Lavie Bio Ltd. the accompanying prospectus and their consolidated subsidiaries. References to any authorized “dollarfree writing prospectus” and the offering of the shares of our common stock may be restricted by law. If you possess this prospectus supplement, the accompanying prospectus or any authorized “$free writing prospectus,” you should find out about and observe these restrictions. This prospectus supplement, the accompanying prospectus and any authorized “free writing prospectus” are not an offer to U.S. dollars, sell the lawful currency of shares and are not soliciting an offer to buy the United States, and references shares in any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale is not qualified to “NIS” are do so or to New Israeli Shekels, the lawful currency of the State of Israel. References any person to our “ordinary shares” whom it is not permitted to make such offer or “shares” refer to our ordinary shares, par value NIS 0.02 per share. References to our “2019 annual report” refer to our Annual Report on Form 20-F for the year ended December 31, 2019, which we filed with the SEC on April 27, 2020sale.
Appears in 1 contract
Samples: Open Market Sale Agreement
ABOUT THIS PROSPECTUS SUPPLEMENT. This prospectus supplement and the accompanying base prospectus are part of a registration statement that we have filed with the U.S. Securities and Exchange Commission, or the SEC, utilizing a “shelf” registration process. This document is By using a shelf registration statement, we may offer shares of our common stock having an aggregate offering price of up to $20,000,000 from time to time under this prospectus supplement and the accompanying prospectus pursuant to the Sales Agreement between the Company and Maxim. We provide information to you about this offering in two partsseparate documents that are bound together. The first part is the consists of this prospectus supplement, including the documents incorporated herein by reference, which describes the provides you with specific terms of information about this offering. The second part is part, the accompanying base prospectus, including the documents incorporated therein by reference, which provides more general information about securities we may offer from time to timeinformation, some of which may not apply to this offering. We urge you Generally, when we refer only to carefully read this prospectus supplement and the accompanying “prospectus, and the ,” we are referring to both documents incorporated by reference herein and therein, before buying any of the securities being offered under this prospectus supplementcombined. This prospectus supplement may add add, update or update change information contained in the prospectus and the documents incorporated by reference thereinaccompanying base prospectus. To the extent that If any statement we make in this prospectus supplement is inconsistent with statements made in the accompanying prospectus or any documents incorporated by reference therein that were filed before the date of this prospectus supplementbase prospectus, the statements made in this prospectus supplement will be deemed to modify or supersede those made in the accompanying prospectus and such documents incorporated by reference thereinbase prospectus. If However, if any statement in one of these documents is inconsistent with a statement in another document having a later date – date—for example, a document incorporated by reference in this prospectus supplement and the accompanying prospectus – —the statement in the document having the later date modifies or supersedes the earlier statement. You should rely only on statement as our business, financial condition, results of operations and prospects may have changed since the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus, or contained in any free writing prospectus prepared by us or on our behalfearlier dates. We and Maxim have not, and the placement agent has not, not authorized anyone to provide you with different information. If anyone provides you with different any information or inconsistent information, you should not rely on it. The distribution of this prospectus supplement and sale of these securities in certain jurisdictions may be restricted by law. We are not making an offer to sell these securities in make any jurisdiction where the offer or sale is not permitted. Persons in possession of this prospectus supplement or the accompanying prospectus are required to inform themselves about and observe any such restrictions. This prospectus supplement and the accompanying prospectus are not, and under no circumstances are to be construed as, an advertisement or a public offering of securities in Israel. Any public offer or sale of securities in Israel may be made only in accordance with the Israeli Securities Law, 5728-1968, or the Securities Law (which requires, among representations other things, the filing of a prospectus in Israel or an exemption therefrom). The information than those contained in this prospectus supplement, the accompanying base prospectus or any free writing prospectuses prepared by or on behalf of us or to which we or Maxim have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We and Maxim are not making an offer to sell or soliciting an offer to buy our securities in any jurisdiction where an offer or solicitation is not authorized or in which the person making that offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. You should assume that the information appearing in this prospectus supplement, the accompanying prospectus, the documents incorporated by reference in this prospectus supplement and the accompanying prospectusherein, and in any free writing prospectus that we have authorized may authorize for use in connection with this offering, is accurate only as of the date of those respective documents regardless of the time of delivery of this prospectus supplement or the accompanying prospectus or when any sale of our securities occursdocuments. Our business, financial condition, results of operations and prospects may have changed materially since those dates. You should read this prospectus supplement, the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, the documents incorporated by reference herein and therein and any free writing prospectus that we may authorize for use in connection with this offering in their entirety, entirety before making an investment decision. You should also read and consider the information in the documents to which we have referred you in the sections section of this prospectus supplement entitled and the accompanying prospectus titled “Where You Can Find More Information” and “; Incorporation of Certain Documents by By Reference.” The industry and market data and other statistical information contained in the documents we incorporate by reference are based on our own estimates, independent publications, government publications, reports by market research firms or other published independent sources, and, in each case, are believed by us to be reasonable estimates. Although we believe these sources are reliable, we have not independently verified the information. When we refer to “NuZee,” “we,” “our,” “us” and the “Company” in this prospectus supplement and the accompanying prospectus, we mean NuZee, Inc. and its subsidiaries on a consolidated basis, unless otherwise specified. This prospectus supplement and the accompanying prospectus contain summaries of certain provisions contained in some of the documents described hereinmay include trademarks, but reference is made to the actual documents for complete informationservice marks and trade names owned by us or other companies. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filedtrademarks, will be filed or will be incorporated herein by reference as exhibits to the registration statement, service marks and you may obtain copies of those documents as described below under the section entitled “Where You Can Find More Information.” We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs. Certain figures trade names included in this prospectus supplement have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation and the accompanying prospectus are the property of the figures that precede them. As used herein, and unless the context suggests otherwise, the terms “Evogene,” “we,” “us,” “our,” “our company” and “the company” refer to Evogene Ltd. and its consolidated subsidiaries, consisting of AgPlenus Ltd., Biomica Ltd., Canonic Ltd., Casterra Ag Ltd., Evogene Inc., Lavie Bio Ltd. and their consolidated subsidiaries. References to “dollar” and “$” are to U.S. dollars, the lawful currency of the United States, and references to “NIS” are to New Israeli Shekels, the lawful currency of the State of Israel. References to our “ordinary shares” or “shares” refer to our ordinary shares, par value NIS 0.02 per share. References to our “2019 annual report” refer to our Annual Report on Form 20-F for the year ended December 31, 2019, which we filed with the SEC on April 27, 2020respective owners.
Appears in 1 contract
Samples: Equity Distribution Agreement
ABOUT THIS PROSPECTUS SUPPLEMENT. This prospectus supplement and the accompanying prospectus are part of a “shelf” registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or SEC, utilizing a “shelf” registration processon August 5, 2022 and which was declared effective by the SEC on August 16, 2022. This document is in two parts. The first part is the this prospectus supplement, including the documents incorporated herein by reference, which describes the specific terms of this offeringoffering of our common stock and adds to and updates the information contained in the accompanying prospectus. The second part is part, the accompanying prospectus, including the documents incorporated therein by reference, which provides more general information about securities we may offer from time to timeinformation, some of which may not apply to this offering. We Generally, when we refer to this prospectus, we are referring to both parts of this document combined. To the extent there is a conflict between the information contained in this prospectus supplement and the information contained in the accompanying prospectus, you should rely on the information in this prospectus supplement. This prospectus supplement and the accompanying prospectus relate to the offering of shares of our common stock. Before buying any of the shares of common stock offered hereby, we urge you to read carefully read this prospectus supplement and the accompanying prospectus, and together with the documents information incorporated herein by reference herein and therein, before buying any as described below under the heading “Incorporation of the securities being offered under this prospectus supplement. Certain Information by Reference.” This prospectus supplement contains information about the common stock offered hereby and may add to, update or update change information contained in the prospectus and the documents incorporated by reference therein. To the extent that any statement we make in this prospectus supplement is inconsistent with statements made in the accompanying prospectus or any documents incorporated by reference therein that were filed before the date of this prospectus supplement, the statements made in this prospectus supplement will be deemed to modify or supersede those made in the accompanying prospectus and such documents incorporated by reference therein. If any statement in one of these documents is inconsistent with a statement in another document having a later date – for example, a document incorporated by reference in the accompanying prospectus – the statement in the document having the later date modifies or supersedes the earlier statementprospectus. You should rely only on the information contained in, or incorporated by reference in into, this prospectus supplement and the accompanying prospectus, or contained in any free writing prospectus prepared by us or on our behalf. We have not, and the placement agent Ladenburg has not, authorized anyone to provide you with different or additional information. If anyone provides you with different or inconsistent information, you should not rely on it. The distribution of this prospectus supplement and sale of these securities in certain jurisdictions may be restricted by law. We are not making an offer offers to sell these securities or solicitations to buy our common stock in any jurisdiction where the in which an offer or sale solicitation is not permitted. Persons authorized or in possession of this prospectus supplement or which the accompanying prospectus are required to inform themselves about and observe any such restrictions. This prospectus supplement and the accompanying prospectus are not, and under no circumstances are to be construed as, an advertisement or a public offering of securities in Israel. Any public person making that offer or sale of securities in Israel may be made only in accordance with solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. You should assume that the Israeli Securities Law, 5728-1968, or the Securities Law (which requires, among other things, the filing of a prospectus in Israel or an exemption therefrom). The information contained in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, prospectus is accurate only as of the date on the front of the respective document and in that any free writing prospectus information that we have authorized for use in connection with this offering, incorporated by reference is accurate only as of the date of those respective documents the document incorporated by reference, regardless of the time of delivery of this prospectus supplement or the accompanying prospectus or when the time of any sale of our securities occurscommon stock. Our business, financial condition, results of operations and prospects may have changed since those dates. You should read this prospectus supplement, the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, in their entirety, before making an investment decision. You should also read and consider the information in the documents to which we have referred you in the sections of this prospectus supplement entitled “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” This prospectus supplement and the accompanying prospectus contain summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated herein by reference as exhibits to the registration statement, and you may obtain copies of those documents as described below under the section entitled “Where You Can Find More Information.” We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs. Certain figures included This prospectus supplement and the accompanying prospectus contain and incorporate by reference market data and industry statistics and forecasts that are based on independent industry publications and other publicly-available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. Although we are not aware of any misstatements regarding the market and industry data presented in this prospectus supplement, the accompanying prospectus or the documents incorporated herein by reference, these estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the headings “Risk Factors” in this prospectus supplement have been subject to rounding adjustmentsand the accompanying prospectus, and under similar headings in the other documents that are incorporated herein by reference. Accordingly, figures shown as totals in certain tables may investors should not be an arithmetic aggregation of the figures that precede themplace undue reliance on this information. As used herein, and unless Unless the context suggests otherwiseotherwise requires, in this prospectus supplement the terms “EvogeneCompany,” “we,” “us,” “our” and similar names refer to Salarius Pharmaceuticals, Inc. and its subsidiaries. “Salarius Pharmaceuticals,” “our companySLRX” and “the company” refer Salarius logo are our trademarks. This prospectus supplement and the accompanying prospectus and the documents incorporated by reference herein and therein may also contain trademarks and trade names that are the property of their respective owners. We do not intend our use or display of other companies’ trade names, trademarks or service marks to Evogene Ltd. and its consolidated subsidiariesimply relationships with, consisting or endorsements or sponsorship of AgPlenus Ltd.us by, Biomica Ltd.these other companies. On June 14, Canonic Ltd.2024, Casterra Ag Ltd.we filed a Certificate of Amendment to our restated certificate of incorporation, Evogene Inc.as amended, Lavie Bio Ltd. and their consolidated subsidiaries. References to “dollar” and “$” are to U.S. dollars, with the lawful currency Secretary of the United States, and references to “NIS” are to New Israeli Shekels, the lawful currency State of the State of Israel. References Delaware to effect a 1-for-8 reverse stock split of our “ordinary shares” or “shares” refer to our ordinary sharesissued and outstanding shares of common stock, par value NIS 0.02 $0.0001 per share. References to our “2019 annual report” refer to our Annual Report on Form 20-F for the year ended December 31, 2019, which we filed with became effective on June 14, 2024. All historical share and per share amounts reflected throughout this report have been adjusted to reflect the SEC on April 27, 2020reverse stock split.
Appears in 1 contract
Samples: At the Market Offering Agreement
ABOUT THIS PROSPECTUS SUPPLEMENT. This prospectus supplement and the accompanying prospectus are part of a “shelf” registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or the SEC, utilizing a “shelf” registration processon November 24, 2020, and which was declared effective by the SEC on December 22, 2020. This document is in two parts. The first part is the this prospectus supplement, including the documents incorporated herein by reference, which describes the specific terms of this offeringoffering and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectus and the accompanying prospectus. The second part is the accompanying prospectus, including the documents incorporated therein by reference, which provides gives more general information about the shares of our common stock and other securities we may offer from time to timetime under our shelf registration statement, some of which may does not apply to this offering. We urge you to carefully read this prospectus supplement and the accompanying prospectus, and the documents incorporated by reference herein and therein, before buying any of the securities being offered under by this prospectus supplement. This prospectus supplement may add or update information contained in the prospectus and the documents incorporated by reference therein. To the extent that any statement we make in this prospectus supplement there is inconsistent with statements made in a conflict between the accompanying prospectus or any documents incorporated by reference therein that were filed before the date of this prospectus supplement, the statements made in this prospectus supplement will be deemed to modify or supersede those made in the accompanying prospectus and such documents incorporated by reference therein. If any statement in one of these documents is inconsistent with a statement in another document having a later date – for example, a document incorporated by reference in the accompanying prospectus – the statement in the document having the later date modifies or supersedes the earlier statement. You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus, or contained in any free writing prospectus prepared by us or on our behalf. We have not, and the placement agent has not, authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. The distribution of this prospectus supplement and sale of these securities in certain jurisdictions may be restricted by law. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. Persons in possession of this prospectus supplement or the accompanying prospectus are required to inform themselves about and observe any such restrictions. This prospectus supplement and the accompanying prospectus are not, and under no circumstances are to be construed as, an advertisement or a public offering of securities in Israel. Any public offer or sale of securities in Israel may be made only in accordance with the Israeli Securities Law, 5728-1968, or the Securities Law (which requires, among other things, the filing of a prospectus in Israel or an exemption therefrom). The information contained in this prospectus supplement, on the one hand, and the information contained in the accompanying prospectus and or any document incorporated by reference therein, on the other hand, you should rely on the information in this prospectus supplement. You should read this prospectus supplement, the accompanying prospectus, the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, and in any free writing prospectus that we have authorized for use in connection with this offering, is accurate only as of the date of those respective documents regardless of the time of delivery of this prospectus supplement or the accompanying prospectus or when any sale of our securities occurs. Our business, financial condition, results of operations and prospects may have changed since those dates. You should read this prospectus supplement, the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, in their entirety, before making an investment decision. You should also read and consider the information in the documents referred to which we have referred you in the sections of this prospectus supplement entitled “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” This In this prospectus supplement and the accompanying prospectus contain summaries of certain provisions contained in some of the documents described hereinprospectus, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated herein by reference as exhibits to the registration statement, and you may obtain copies of those documents as described below under the section entitled “Where You Can Find More Information.” We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs. Certain figures included in this prospectus supplement have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them. As used herein, and unless the context suggests otherwiseotherwise indicated, the terms “EvogeneSonoma,” “we,” “us,” “our,” “our company” and “the company” similar terms refer to Evogene Ltd. Sonoma Pharmaceuticals, Inc. and its subsidiaries on a consolidated subsidiaries, consisting of AgPlenus Ltd., Biomica Ltd., Canonic Ltd., Casterra Ag Ltd., Evogene Inc., Lavie Bio Ltd. and their consolidated subsidiaries. References to “dollar” and “$” are to U.S. dollars, the lawful currency of the United States, and references to “NIS” are to New Israeli Shekels, the lawful currency of the State of Israel. References to our “ordinary shares” or “shares” refer to our ordinary shares, par value NIS 0.02 per share. References to our “2019 annual report” refer to our Annual Report on Form 20-F for the year ended December 31, 2019, which we filed with the SEC on April 27, 2020basis.
Appears in 1 contract
Samples: At the Market Offering Agreement
ABOUT THIS PROSPECTUS SUPPLEMENT. This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with the Securities and Exchange Commission, or SEC, utilizing a “shelf” registration statement on Form S‑3 that we initially filed with the SEC on May 28, 2021 (File No. 333-256643), and that was declared effective by the SEC on August 3, 2021. Under the shelf registration process, we may offer shares of our common stock having an aggregate offering price of up to $250,000,000 from time to time at prices and on terms to be determined by market conditions at the time of offering. This document is We provide information to you about this offering of shares of our common stock in two parts. The first part is the separate documents that are bound together: (1) this prospectus supplement, including the documents incorporated herein by reference, which describes the specific terms of details regarding this offering. The second part is ; and (2) the accompanying base prospectus, including the documents incorporated therein by reference, which provides more general information about securities we may offer from time to timeinformation, some of which may not apply to this offering. We urge you Generally, when we refer to carefully read this prospectus supplement and the accompanying “prospectus, and the ,” we are referring to both documents incorporated by reference herein and therein, before buying any of the securities being offered under this prospectus supplementcombined. This prospectus supplement may add or update If information contained in the prospectus and the documents incorporated by reference therein. To the extent that any statement we make in this prospectus supplement is inconsistent with statements made in the accompanying prospectus or any documents incorporated by reference therein that were filed before the date of base prospectus, you should rely on this prospectus supplement. However, the statements made in this prospectus supplement will be deemed to modify or supersede those made in the accompanying prospectus and such documents incorporated by reference therein. If if any statement in one of these documents is inconsistent with a statement in another a document having a later date – for example, a document incorporated by reference in the accompanying this prospectus – supplement, the statement in the document having the later date incorporated by reference modifies or supersedes the earlier statementstatement as our business, financial condition, results of operations and prospects may have changed since the earlier dates. This prospectus supplement supersedes and replaces the prospectus dated May 28, 2021 in its entirety. You should keep this prospectus supplement for future reference. You should rely only on the information contained in, or incorporated by reference in into, this prospectus supplement and the accompanying prospectus, or contained and in any free writing prospectus prepared by us or on our behalfthat we may authorize for use in connection with this offering. We have not, and the placement agent Xxxxxxx Xxxxx has not, authorized anyone any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. The distribution of this prospectus supplement and sale of these securities in certain jurisdictions may be restricted by law. We are not not, and Xxxxxxx Xxxxx is not, making an offer to sell these or soliciting an offer to buy our securities in any jurisdiction where the in which an offer or sale solicitation is not permittedauthorized or in which the person making that offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. Persons You should assume that the information appearing in possession of this prospectus supplement or the accompanying prospectus are required to inform themselves about and observe any such restrictions. This prospectus supplement and the accompanying prospectus are notprospectus, and under no circumstances are to be construed as, an advertisement or a public offering of securities in Israel. Any public offer or sale of securities in Israel may be made only in accordance with the Israeli Securities Law, 5728-1968, or the Securities Law (which requires, among other things, the filing of a prospectus in Israel or an exemption therefrom). The information contained in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference in into this prospectus supplement and the accompanying prospectus, and in any free writing prospectus that we have authorized may authorize for use in connection with this offering, is accurate only as of the date of those respective documents regardless of the time of delivery of this prospectus supplement or the accompanying prospectus or when any sale of our securities occursdocuments. Our business, financial condition, results of operations and prospects may have changed since those dates. You should read this prospectus supplement, supplement and the accompanying prospectus and prospectus, the documents incorporated by reference in into this prospectus supplement and the accompanying prospectus, and any free writing prospectus that we may authorize for use in connection with this offering, in their entirety, entirety before making an investment decision. You should also read and consider the information in the documents to which we have referred you in the sections of this prospectus supplement entitled “Where You Can Find More Information” and “Incorporation of Certain Documents Information by Reference.” We are offering to sell, and seeking offers to buy, shares of common stock only in jurisdictions where offers and sales are permitted. The distribution of this prospectus supplement and the accompanying prospectus and the offering of the common stock in certain jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus supplement or the accompanying prospectus must inform themselves about, and observe any restrictions relating to, the offering of the common stock and the distribution of this prospectus supplement or the accompanying prospectus outside the United States. This prospectus supplement and the accompanying prospectus does not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, any securities offered by this prospectus supplement and the accompanying prospectus by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation. This prospectus supplement and the accompanying prospectus contain summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated herein by reference as exhibits to the registration statement, and you may obtain copies of those documents as described below under the section entitled titled “Where You Can Find More Information.” We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs. Certain figures included This prospectus supplement and the accompanying prospectus contain and incorporate by reference market data and industry statistics and forecasts that are based on independent industry publications and other publicly-available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. Although we are not aware of any misstatements regarding the market and industry data presented in this prospectus supplement, the accompanying prospectus or the documents incorporated herein by reference, these estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the section titled “Risk Factors” in this prospectus supplement have been subject to rounding adjustmentsand the accompanying prospectus, and under similar headings in the other documents that are incorporated herein by reference. Accordingly, figures shown as totals investors should not place undue reliance on this information. ADMA’s name and logo are either registered trademarks or trademarks of ADMA Biologics, Inc. in certain tables may not be an arithmetic aggregation the United States and/or other countries. All other trademarks, service marks or other tradenames appearing in this prospectus supplement and the accompanying prospectus are the property of the figures that precede themtheir respective owners. As used herein, and Unless otherwise mentioned or unless the context suggests requires otherwise, all references in this prospectus supplement and the terms accompanying prospectus to the “EvogeneCompany,” “ADMA,” “we,” “us,” “our,” or similar references mean ADMA Biologics, Inc., a Delaware corporation, and its wholly owned subsidiaries, ADMA BioCenters Georgia, Inc., a Delaware corporation (“ADMA BioCenters”), ADMA BioManufacturing, LLC, a Delaware limited liability company (“ADMA BioManufacturing”), and ADMA Plasma Biologics, Inc., a Delaware corporation (“ADMA Plasma Biologics”). This prospectus supplement and the accompanying prospectus include our trademarks, trade names and service marks, such as “ASCENIVTM, ” “our companyNabi-HB®” and “BIVIGAM®,” which are protected under applicable intellectual property laws and are the company” refer to Evogene Ltd. and its consolidated subsidiariesproperty of ADMA Biologics, consisting of AgPlenus Ltd., Biomica Ltd., Canonic Ltd., Casterra Ag Ltd., Evogene Inc., Lavie Bio Ltd. and their consolidated or its subsidiaries. References Solely for convenience, trademarks, trade names and service marks referred to “dollar” and “$” in this prospectus supplement may appear without the ®, TM or SM symbols, but such references are not intended to U.S. dollarsindicate, in any way, that we will not assert, to the lawful currency fullest extent under applicable law, our rights or the right of the United Statesapplicable licensor to these trademarks, trade names and service marks. We do not intend our use or display of other parties’ trademarks, trade names or service marks to imply, and references such use or display should not be construed to “NIS” are to New Israeli Shekelsimply, the lawful currency a relationship with, or endorsement or sponsorship of the State of Israel. References to our “ordinary shares” or “shares” refer to our ordinary sharesus by, par value NIS 0.02 per share. References to our “2019 annual report” refer to our Annual Report on Form 20-F for the year ended December 31, 2019, which we filed with the SEC on April 27, 2020these other parties.
Appears in 1 contract
Samples: Distribution Agreement
ABOUT THIS PROSPECTUS SUPPLEMENT. This prospectus supplement and the accompanying prospectus are part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or which we refer to as the “SEC, ,” utilizing a “shelf” registration process. This document is Under this shelf registration process, we may from time to time offer shares of our common stock having an aggregate offering price of up to $125,000,000 under this prospectus supplement at prices and on terms to be determined by market conditions at the time of each such offering. We are providing information to you about this offering of our common stock in two parts. The first part is the this prospectus supplement, including which provides you with specific information regarding the terms of this offering and our common stock, and also adds to and updates information contained in the accompanying prospectus and the documents incorporated herein by reference, which describes reference in this prospectus supplement and the specific terms of this offeringaccompanying prospectus. The second part is the accompanying prospectus, including the documents incorporated therein by reference, which provides more general information about securities we may offer from time to timeinformation, some of which may does not apply to this offering of our common stock. Before buying any of the common stock that we are offering. We , we urge you to carefully read this prospectus supplement and all of the accompanying prospectus, and the documents information incorporated by reference herein herein, as well as the additional information described under the headings “Where You Can Find More Information” and therein, before buying any “Incorporation of the securities being offered under this prospectus supplement. This prospectus supplement may add or update Certain Information by Reference.” These documents contain important information contained in the prospectus and the documents incorporated by reference thereinthat you should consider when making your investment decision. To the extent that there is a conflict between the information contained in this prospectus supplement, on the one hand, and the information contained in any statement we make document incorporated by reference in this prospectus supplement is inconsistent that was filed with statements made in the accompanying prospectus or any documents incorporated by reference therein that were filed SEC before the date of this prospectus supplement, on the statements made other hand, you should rely on the information in this prospectus supplement will be deemed to modify or supersede those made in the accompanying prospectus and such documents incorporated by reference thereinsupplement. If any statement in one of these documents is inconsistent with a statement in another document having a later date – date—for example, a document incorporated by reference in the accompanying this prospectus – supplement—the statement in the document having the later date modifies or supersedes the earlier statement. You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus, or contained in any free writing prospectus prepared by us or on our behalf. We have not, and the placement agent has not, authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. The distribution of this prospectus supplement and sale of these securities in certain jurisdictions may be restricted by law. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. Persons in possession of this prospectus supplement or the accompanying prospectus are required to inform themselves about and observe any such restrictions. This prospectus supplement and the accompanying prospectus are not, and under no circumstances are to be construed as, an advertisement or a public offering of securities in Israel. Any public offer or sale of securities in Israel may be made only in accordance with the Israeli Securities Law, 5728-1968, or the Securities Law (which requires, among other things, the filing of a prospectus in Israel or an exemption therefrom). The information contained in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, and in any free writing prospectus that we have authorized for use in connection with this offering, is accurate only as of the date of those respective documents regardless of the time of delivery of this prospectus supplement or the accompanying prospectus or when any sale of our securities occurs. Our business, financial condition, results of operations and prospects may have changed since those dates. You should read this prospectus supplement, the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, in their entirety, before making an investment decision. You should also read and consider the information in the documents to which we have referred you in the sections of this prospectus supplement entitled “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” This prospectus supplement and the accompanying prospectus contain summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated herein by reference as exhibits to the registration statement, and you may obtain copies of those documents as described below under the section entitled “Where You Can Find More Information.” We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreementsagreement, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs. Certain figures included We have not, and Cowen has not, authorized anyone to provide you with any information other than that contained or incorporated by reference in this prospectus supplement and in the accompanying prospectus or in any related free writing prospectus that we authorize for use in connection with this offering and to which we have been subject to rounding adjustmentsreferred you. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them. As used hereinWe take no responsibility for, and unless can provide no assurance as to the reliability of, any other information that others may give you. If anyone provides you with different or inconsistent information, you should not rely on it. You should assume that the information appearing in this prospectus supplement, the documents incorporated by reference and the accompanying prospectus or free writing prospectus is accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed materially since those dates. This prospectus supplement does not constitute an offer to sell or the solicitation of an offer to buy any securities other than the securities described in this prospectus supplement or an offer to sell or the solicitation of an offer to buy such securities in any circumstances in which such offer or solicitation is unlawful. Unless the context suggests otherwiseotherwise indicates, references in this prospectus supplement, the terms accompanying prospectus and the information incorporated by reference herein and therein to “EvogeneEdgewise Therapeutics, Inc.,” “Edgewise,” “we,” “us,” “our,” “our company” and “the companyus” refer refer, collectively, to Evogene Ltd. and its consolidated subsidiariesEdgewise Therapeutics, consisting of AgPlenus Ltd., Biomica Ltd., Canonic Ltd., Casterra Ag Ltd., Evogene Inc., Lavie Bio Ltd. and their consolidated subsidiaries. References to “dollar” and “$” are to U.S. dollars, the lawful currency of the United States, and references to “NIS” are to New Israeli Shekels, the lawful currency of the State of Israel. References to our “ordinary shares” or “shares” refer to our ordinary shares, par value NIS 0.02 per share. References to our “2019 annual report” refer to our Annual Report on Form 20-F for the year ended December 31, 2019, which we filed with the SEC on April 27, 2020a Delaware corporation.
Appears in 1 contract
Samples: Sales Agreement
ABOUT THIS PROSPECTUS SUPPLEMENT. This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with the Securities and Exchange Commission, or SEC, utilizing a “shelf” registration process. This document is in consists of two parts. The first part is the this prospectus supplement, including the documents incorporated herein by reference, which describes the specific terms of this offering. The second part is the accompanying prospectus, including which is part of a registration statement that we filed with the documents incorporated therein by reference, which provides SEC using a “shelf” registration process. The accompanying prospectus describes more general information about securities we may offer from time to timeinformation, some of which may not apply to this offering. We Under this shelf registration process, we may from time to time sell up to 5,000,000 of our ordinary shares, par value NIS 0.0000769 per share under this prospectus supplement at prices and on terms to be determined by market conditions at the time of the offering. The maximum offering price under this prospectus supplement shall not exceed the amount available under our prospectus filed on Form F-3 on July 13, 2020. Before buying any of the ordinary shares that we are offering, we urge you to carefully read both this prospectus supplement and the accompanying prospectus, and prospectus together with all of the documents information incorporated by reference herein herein, as well as the additional information described under the headings “Where You Can Find More Information” and therein, before buying any of the securities being offered under this prospectus supplement. This prospectus supplement may add or update “Incorporation by Reference.” These documents contain important information contained in the prospectus and the documents incorporated by reference thereinthat you should consider when making your investment decision. To the extent that any statement we make there is a conflict between the information contained in this prospectus supplement is inconsistent with statements made supplement, on the one hand, and the information contained in the accompanying prospectus or in any documents document incorporated by reference therein that were filed before the date of in this prospectus supplement, on the statements made other hand, you should rely on the information in this prospectus supplement will be deemed to modify or supersede those made in the accompanying prospectus and such documents incorporated by reference therein. If supplement, provided that if any statement in one of these documents is inconsistent with a statement in another document having a later date – date—for example, a document incorporated by reference in the accompanying this prospectus – supplement—the statement in the document having the later date modifies or supersedes the earlier statement. You should rely only on the We have not authorized anyone to provide any information other than that contained in or incorporated by reference in this prospectus supplement and supplement, the accompanying prospectus, or contained in prospectus and any related free writing prospectus prepared filed by us or on our behalfwith the SEC. We have not, and the placement agent X. Xxxxx Securities has not, authorized anyone to provide you with different information. If anyone provides you with different or inconsistent informationWe take no responsibility for, you should not rely on itand provide no assurance as to the reliability of any other information that others may give you. The distribution of this This prospectus supplement and sale of these securities in certain jurisdictions may be restricted by law. We are does not making constitute an offer to sell these or the solicitation of an offer to buy any securities other than the securities described in any jurisdiction where the offer or sale is not permitted. Persons in possession of this prospectus supplement or an offer to sell or the accompanying prospectus are required solicitation of an offer to inform themselves about and observe any buy such restrictions. This prospectus supplement and the accompanying prospectus are not, and under no circumstances are to be construed as, an advertisement or a public offering of securities in Israel. Any public any circumstances in which such offer or sale of securities in Israel may be made only in accordance with solicitation is unlawful. You should assume that the Israeli Securities Law, 5728-1968, or the Securities Law (which requires, among other things, the filing of a prospectus in Israel or an exemption therefrom). The information contained appearing in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, and in any related free writing prospectus that we have authorized for use in connection with this offering, is are accurate only as of the date of those their respective documents regardless of the time of delivery of this prospectus supplement or the accompanying prospectus or when any sale of our securities occursdates. Our business, financial condition, results of operations and prospects may have changed materially since those dates. You should read this prospectus supplement, the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, in their entirety, before making an investment decision. You should also read and consider the information in the documents to which we have referred you in the sections of this prospectus supplement entitled “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” This prospectus supplement and the accompanying prospectus contain summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated herein by reference as exhibits to the registration statement, and you may obtain copies of those documents as described below under the section entitled “Where You Can Find More Information.” We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs. Certain figures included in this prospectus supplement have been subject supplement. Unless otherwise indicated, all references to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them. As used herein, and unless the context suggests otherwise, the terms “EvogeneCompany,” “we,” “us,” “our” and “Entera” refer to Entera Bio Ltd. and its wholly owned subsidiary, Entera Bio Inc., a Delaware corporation, unless the context otherwise requires. Various statements in this report are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other U.S. Federal securities laws. In addition, historic results of scientific research and clinical and preclinical trials do not guarantee that the conclusions of future research or trials would not be different, and historic results referred to in this Annual Report may be interpreted differently in light of additional research and clinical and preclinical trials results. Forward-looking statements include all statements that are not historical facts. We have based these forward-looking statements largely on our management’s current expectations and future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. Forward-looking statements involve substantial risks and uncertainties. All statements, other than statements of historical facts, included in this report regarding our strategy, future operations, future financial position, projected costs, prospects, plans and objectives of management are forward- looking statements. These statements are subject to risks and uncertainties and are based on information currently available to our management. Words such as, but not limited to, “anticipate,” “believe,” “contemplates,” “continue,” “could,” “design,” “estimate,” “expect,” “intend,” “likely,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “will,” “would,” “seek,” “should,” “target,” or the negative of these terms and similar expressions or words, identify as forward-looking statements. The events and circumstances reflected in our company” forward-looking statements may not occur and “actual results could differ materially from those projected in our forward-looking statements. Meaningful factors which could cause actual results to differ include, but are not limited to: • the company” refer scope, progress and costs of developing our product candidates such as EB613 for Osteoporosis and EB612 for Hypoparathyroidism, including without limitation any changes to Evogene Ltd. the design of the ongoing Phase 2 clinical trial of EB613 or the need for additional clinical trials or development work based on further analysis of the interim data from the ongoing EB613 Phase 2 clinical trial; • the accuracy of our estimates regarding expenses, capital requirements, the sufficiency of our cash resources and the need for additional financing; • our ability to raise additional funds on commercially reasonable terms; • our ability to develop, advance product candidates into, and successfully complete, clinical studies such as our ongoing Phase 2 clinical trial of EB613 in osteoporosis; • our reliance on third parties to conduct our clinical trials and on third-party suppliers to supply or produce our product candidates; • our interpretation of FDA feedback and guidance and how such guidance may impact our clinical development plans, specifically our ability to utilize the 505(b)(2) pathway for the development and potential approval of EB613 and any other product candidates we may develop; • our expectations regarding licensing, business transactions and strategic collaborations, including our ongoing collaboration with Amgen; • our ability to use and expand our drug delivery technology to additional product candidates; • our operation as a development stage company with limited operating history and a history of operating losses and our ability to fund our operations going forward; • our ability to continue as a going concern absent access to sources of liquidity; • our ability to obtain and maintain regulatory approval for any of our product candidates; • our competitive position, especially with respect to Forteo® and other products on the market or in development for the treatment of osteoporosis; • our ability to establish and maintain development and commercialization collaborations; • any potential commercial launch of current or future product candidates, and the timing, cost or other aspects of such commercialization; • our ability to manufacture and supply sufficient amounts of material to support our clinical trials and any potential future commercial requirements; • the safety and efficacy of therapeutics marketed by competitors that are targeted toward indications for which we are developing product candidates; • the size of any market we may target and the adoption of our product candidates, if approved, by physicians and patients; • our ability to obtain, maintain and protect our intellectual property and operate our business without infringing misappropriating or otherwise violating any intellectual property rights of others; • our ability to retain key personnel and recruit additional qualified personnel; • the possibility that competing products or technologies may make any product candidates we may develop and commercialize or our oral delivery technology obsolete; • the pricing and reimbursement of our product candidates, if approved; • our ability to develop a sales, marketing and distribution infrastructure, if any; • our ability to manage growth; and • the duration and severity of the recent coronavirus (COVID-19) outbreak, the actions that may be required to contain the coronavirus or treat its impact, and its consolidated subsidiariesimpact on our operations and workforce, consisting of AgPlenus Ltd.including our research and development and clinical trials. All written and verbal forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We caution investors not to rely too heavily on the forward-looking statements we make or that are made on our behalf. Except as required by law, Biomica Ltd., Canonic Ltd., Casterra Ag Ltd., Evogene Inc., Lavie Bio Ltd. and their consolidated subsidiaries. References to “dollar” and “$” we are to U.S. dollars, the lawful currency of the United Statesunder no duty, and references expressly disclaim any obligation, to “NIS” update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to New Israeli Shekelsconsult any further disclosures we make on related subjects in any annual, the lawful currency of the State of Israel. References to our “ordinary shares” quarterly or “shares” refer to our ordinary shares, par value NIS 0.02 per share. References to our “2019 annual report” refer to our Annual Report on Form 20-F for the year ended December 31, 2019, which current reports that we filed may file with the SEC Securities and Exchange Commission. There can be no assurance that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on April 27us. Therefore, 2020no assurance can be given that the outcomes stated in such forward-looking statements and estimates will be achieved.
Appears in 1 contract
Samples: Sales Agreement
ABOUT THIS PROSPECTUS SUPPLEMENT. This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with the U.S. Securities and Exchange Commission, or the SEC, utilizing a “shelf” registration process. This document is in two parts. The first part is the this prospectus supplement, including the documents incorporated herein by reference, which describes the specific terms of the offering of the common stock offered hereby and also adds to and updates the information contained in the accompanying prospectus and the documents incorporated by reference into this offeringprospectus supplement and the accompanying prospectus. The second part is the accompanying prospectusprospectus dated June 14, including the documents incorporated therein by reference2021 (included in our Registration Statement on Form S-3 (File No. 333-256632)), which provides more general information about securities we may offer from time to timeinformation, some of which may not apply to this offering. We urge you to carefully read offering and some of which may have been supplemented or superseded by information in this prospectus supplement and the accompanying prospectus, and the or documents incorporated or deemed to be incorporated by reference herein and therein, before buying any into this prospectus supplement that we filed with the SEC subsequent to the date of the securities being offered under this prospectus supplement. This prospectus supplement may add or update information contained in the prospectus and the documents incorporated by reference thereinprospectus. To the extent that there is any statement we make conflict between the information contained in this prospectus supplement is inconsistent with statements made supplement, on the one hand, and the information contained in the accompanying prospectus or any documents incorporated by reference therein that were filed before the date of this prospectus supplement, the statements made in this prospectus supplement will be deemed to modify or supersede those made in the accompanying prospectus and such documents incorporated by reference therein. If any statement in one of these documents is inconsistent with a statement in another document having a later date – for example, a document incorporated by reference herein or therein, on the other hand, you should rely on the information in the accompanying this prospectus – the statement in the document having the later date modifies or supersedes the earlier statementsupplement. You should rely only on the information contained or incorporated by reference in this prospectus supplement and supplement, contained in the accompanying prospectus, prospectus or contained in any free writing prospectus prepared incorporated herein or therein by us or on our behalfreference. We have not, and the placement agent has not, not authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. The distribution of this prospectus supplement and sale of these securities in certain jurisdictions may be restricted by lawinformation that is different. We are not making an offer offering to sell these securities in any jurisdiction where the offer or sale is not permitted. Persons in possession of this prospectus supplement or the accompanying prospectus are required to inform themselves about and observe any such restrictions. This prospectus supplement and the accompanying prospectus are notsell, and under no circumstances are seeking offers to be construed asbuy, an advertisement or a public offering of securities in Israel. Any public offer or sale of securities in Israel may be made the common stock offered hereby only in accordance with the Israeli Securities Law, 5728-1968, or the Securities Law (which requires, among other things, the filing of a prospectus in Israel or an exemption therefrom)jurisdictions where offers and sales are permitted. The information contained in this prospectus supplementcontained, the accompanying prospectus and the documents or incorporated by reference reference, in this prospectus supplement and contained, or incorporated by reference, in the accompanying prospectus, and in any free writing prospectus that we have authorized for use in connection with this offering, is accurate only as of the date of those respective documents dates thereof, regardless of the time of delivery of this prospectus supplement or and the accompanying prospectus prospectus, or when of any sale of our securities occursshares of common stock. Our business, financial condition, results of operations It is important for you to read and prospects may have changed since those dates. You should read this prospectus supplement, the accompanying prospectus and the documents incorporated by reference consider all information contained in this prospectus supplement and the accompanying prospectus, in their entirety, before making an investment decision. You should also read and consider the information in including the documents to which we have referred you to in the sections of this prospectus supplement entitled “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” This prospectus supplement and the accompanying prospectus contain summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated herein by reference as exhibits to the registration statement, and you may obtain copies of those documents as described below under the section entitled “Where You Can Find More Additional Information.” and “Incorporation of Certain Information by Reference” below. We further note own or have rights to trademarks, trade names, or service marks that we use in conjunction with the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state operation of our affairsbusiness. Certain figures included Each trademark, trade name or service mark of any other company appearing in this prospectus supplement have been subject or the accompanying prospectus belongs to rounding adjustmentsits holder. AccordinglyUse or display by us of other parties’ trademarks, figures shown as totals in certain tables may trade names or service marks is not be an arithmetic aggregation of the figures that precede them. As used hereinintended to and does not imply a relationship with, and unless the context suggests otherwiseor endorsement or sponsorship by us of, the terms trademark, trade name or service mark owner. All references in this prospectus supplement or the accompanying prospectus to “EvogeneTorchlight,” the “Company,” “we,” “us,” or “our,” “mean Torchlight Energy Resources, Inc. and our company” and “the company” refer to Evogene Ltd. and its consolidated subsidiaries, consisting of AgPlenus Ltd., Biomica Ltd., Canonic Ltd., Casterra Ag Ltd., Evogene Inc., Lavie Bio Ltd. and their consolidated subsidiaries. References to “dollar” and “$” are to U.S. dollars, unless we state otherwise or the lawful currency of the United States, and references to “NIS” are to New Israeli Shekels, the lawful currency of the State of Israel. References to our “ordinary shares” or “shares” refer to our ordinary shares, par value NIS 0.02 per share. References to our “2019 annual report” refer to our Annual Report on Form 20-F for the year ended December 31, 2019, which we filed with the SEC on April 27, 2020context indicates otherwise.
Appears in 1 contract
Samples: Sales Agreement
ABOUT THIS PROSPECTUS SUPPLEMENT. This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with the Securities and Exchange Commission, or SEC, utilizing a “shelf” registration process. This document is in consists of two parts. The first part is the this prospectus supplement, including the documents incorporated herein by reference, which describes the specific terms of this offering. The second part is the accompanying prospectus, including which is part of a registration statement that we filed with the documents incorporated therein by reference, which provides SEC using a “shelf” registration process. The accompanying prospectus describes more general information about securities we may offer from time to timeinformation, some of which may not apply to this offering. We Under this shelf registration process, we may from time to time sell our common shares having an aggregate offering price of up to $50,000,000 under this prospectus supplement at prices and on terms to be determined by market conditions at the time of the offering. Before buying any of the common shares that we are offering, we urge you to carefully read both this prospectus supplement and the accompanying prospectus, and prospectus together with all of the documents information incorporated by reference herein herein, as well as the additional information described under the headings “Where You Can Find More Information” and therein, before buying any of the securities being offered under this prospectus supplement. This prospectus supplement may add or update “Incorporation by Reference.” These documents contain important information contained in the prospectus and the documents incorporated by reference thereinthat you should consider when making your investment decision. To the extent that any statement we make there is a conflict between the information contained in this prospectus supplement is inconsistent with statements made supplement, on the one hand, and the information contained in the accompanying prospectus or in any documents document incorporated by reference therein that were filed before the date of in this prospectus supplement, on the statements made other hand, you should rely on the information in this prospectus supplement will be deemed to modify or supersede those made in the accompanying prospectus and such documents incorporated by reference therein. If supplement, provided that if any statement in one of these documents is inconsistent with a statement in another document having a later date – —for example, a document incorporated by reference in the accompanying this prospectus – supplement—the statement in the document having the later date modifies or supersedes the earlier statement. You should rely only on the We have not authorized anyone to provide any information other than that contained in or incorporated by reference in this prospectus supplement and the accompanying prospectus, or contained in any related free writing prospectus prepared filed by us or on our behalfwith the SEC. We have not, and the placement agent SVB Leerink has not, authorized anyone to provide you with different information. If anyone provides you with different or inconsistent informationWe take no responsibility for, you should not rely on itand can provide no assurance as to the reliability of any other information that others may give you. The distribution of this This prospectus supplement and sale of these securities in certain jurisdictions may be restricted by law. We are does not making constitute an offer to sell these or the solicitation of an offer to buy any securities other than the securities described in any jurisdiction where the offer or sale is not permitted. Persons in possession of this prospectus supplement or an offer to sell or the accompanying prospectus are required solicitation of an offer to inform themselves about and observe any buy such restrictions. This prospectus supplement and the accompanying prospectus are not, and under no circumstances are to be construed as, an advertisement or a public offering of securities in Israel. Any public any circumstances in which such offer or sale of securities in Israel may be made only in accordance with solicitation is unlawful. You should assume that the Israeli Securities Law, 5728-1968, or the Securities Law (which requires, among other things, the filing of a prospectus in Israel or an exemption therefrom). The information contained appearing in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, and in any related free writing prospectus that we have authorized for use in connection with this offering, is accurate only as of the date of those their respective documents regardless of the time of delivery of this prospectus supplement or the accompanying prospectus or when any sale of our securities occursdates. Our business, financial condition, results of operations and prospects may have changed materially since those dates. You should read this prospectus supplement, the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, in their entirety, before making an investment decision. You should also read and consider the information in the documents to which we have referred you in the sections of this prospectus supplement entitled “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” This in this prospectus supplement and supplement. Unless otherwise indicated or the accompanying prospectus contain summaries of certain provisions contained in some of the documents described hereincontext otherwise requires, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated herein by reference as exhibits to the registration statement, and you may obtain copies of those documents as described below under the section entitled “Where You Can Find More Information.” We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs. Certain figures included all references in this prospectus supplement have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of “InflaRx N.V.,” “InflaRx,” the figures that precede them. As used herein, and unless the context suggests otherwise, the terms “EvogeneCompany,” “we,” “us,” “our,” “our companyours,” and “the companyus” or similar terms refer to Evogene Ltd. InflaRx N.V. and its consolidated subsidiaries, consisting of AgPlenus Ltd., Biomica Ltd., Canonic Ltd., Casterra Ag Ltd., Evogene Inc., Lavie Bio Ltd. and their consolidated subsidiaries. References to “dollar” and “$” are to U.S. dollars, the lawful currency of the United States, and references to “NIS” are to New Israeli Shekels, the lawful currency of the State of Israel. References to our “ordinary shares” or “shares” refer to our ordinary shares, par value NIS 0.02 per share. References to our “2019 annual report” refer to our Annual Report on Form 20-F for the year ended December 31, 2019, which we filed with the SEC on April 27, 2020.
Appears in 1 contract
Samples: Sales Agreement
ABOUT THIS PROSPECTUS SUPPLEMENT. This prospectus supplement and the accompanying prospectus are part of a shelf registration statement that we filed with the Securities and Exchange Commission, or the SEC. This prospectus supplement amends and supplements the information in the prospectus filed as a part of our registration statement on Form S-3 (File No. 333-221724), utilizing which was declared effective as of December 1, 2017, or the Registration Statement. This prospectus supplement should be read in conjunction with the accompanying prospectus, and is qualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained in the accompanying prospectus. This prospectus supplement is not complete without, and may only be delivered or utilized in connection with, the accompanying prospectus, and any future amendments or supplements thereto. Our Registration Statement allows us to offer from time to time a wide array of securities. In the accompanying prospectus, we provide you with a general description of the securities we may offer from time to time under our Registration Statement and other general information that may apply to this offering. Both this prospectus supplement and the accompanying prospectus include important information about us, our common stock and other information that you should know before investing. You should carefully read both this prospectus supplement and the accompanying prospectus as well as additional information described under “shelfWhere You Can Find More Information” registration processbefore investing in our securities. This document is in two parts. The first part is the this prospectus supplement, including which adds to and updates information contained in the documents incorporated herein by reference, which describes the specific terms of this offeringaccompanying prospectus. The second part is part, the accompanying prospectus, including the documents incorporated therein by reference, which provides more general information about securities we may offer from time to timeinformation, some of which may not apply to this offering. We urge you Generally, when we refer to carefully read this “prospectus supplement,” we are referring to both this prospectus supplement and the accompanying prospectus, and as well as the documents incorporated by reference herein and therein, before buying any of the securities being offered under this prospectus supplement. This prospectus supplement may add or update If information contained in the prospectus and the documents incorporated by reference therein. To the extent that any statement we make in this prospectus supplement is inconsistent with statements made in the accompanying prospectus or any documents incorporated by reference therein that were filed before the date of this prospectus supplement, the statements made in this prospectus supplement will be deemed to modify or supersede those made in the accompanying prospectus and such documents incorporated by reference therein. If any statement in one of these documents is inconsistent with a statement in another document having a later date – for example, a document incorporated by reference in the accompanying prospectus – the statement in the document having the later date modifies or supersedes the earlier statement. You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus, or contained in any free writing prospectus prepared by us or on our behalf. We have not, and the placement agent has not, authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. The distribution of this prospectus supplement and sale of these securities in certain jurisdictions may be restricted by law. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. Persons in possession of this prospectus supplement or the accompanying prospectus are required to inform themselves about and observe any such restrictions. This prospectus supplement and the accompanying prospectus are not, and under no circumstances are to be construed as, an advertisement or a public offering of securities in Israel. Any public offer or sale of securities in Israel may be made only in accordance with the Israeli Securities Law, 5728-1968, or the Securities Law (which requires, among other things, the filing of a prospectus in Israel or an exemption therefrom). The information contained in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, and in any free writing prospectus that we have authorized for use in connection with this offering, is accurate only as of the date of those respective documents regardless of the time of delivery of this prospectus supplement or the accompanying prospectus or when any sale of our securities occurs. Our business, financial condition, results of operations and prospects may have changed since those dates. You should read this prospectus supplement, the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, in their entirety, before making an investment decision. You should also read and consider the information in the documents to which we have referred you in the sections of this prospectus supplement entitled “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” This prospectus supplement and the accompanying prospectus contain summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated herein by reference as exhibits to the registration statement, and you may obtain copies of those documents as described below under the section entitled “Where You Can Find More Information.” We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs. Certain figures included As used in this prospectus supplement have been subject to rounding adjustments. Accordinglyprospectus, figures shown as totals in certain tables may not be an arithmetic aggregation of “CohBar,” the figures that precede them. As used herein, and unless the context suggests otherwise, the terms “EvogeneCompany,” “we,” “us,” “our,” “our company” and “the company” refer to Evogene Ltd. and its consolidated subsidiaries, consisting of AgPlenus Ltd., Biomica Ltd., Canonic Ltd., Casterra Ag Ltd., Evogene Inc., Lavie Bio Ltd. and their consolidated subsidiaries. References to “dollar” and “$” are to U.S. dollars, the lawful currency of the United States, and references to “NIS” are to New Israeli Shekels, the lawful currency of the State of Israel. References to our “ordinary shares” or “sharesus” refer refers to our ordinary sharesCohBar, par value NIS 0.02 per share. References to our “2019 annual report” refer to our Annual Report on Form 20-F for Inc. COHBARTM and other trademarks or service marks of CohBar, Inc. appearing in this prospectus are the year ended December 31property of CohBar, 2019Inc. Trade names, which we filed with trademarks and service marks of other companies appearing in this prospectus are the SEC on April 27, 2020property of their respective holders.
Appears in 1 contract
Samples: At the Market Sales Agreement
ABOUT THIS PROSPECTUS SUPPLEMENT. This prospectus supplement and the accompanying base prospectus are part of a “shelf” registration statement on Form S-3 (File No. 333-236735) that we filed with the U.S. Securities and Exchange Commission, or the “SEC,” on February 28, utilizing a “shelf” registration process2020, which was amended on March 13, 2020 and declared effective on March 19, 2020. This document is in two parts. The first part is the prospectus supplement, including the documents incorporated herein by reference, which supplement describes the specific terms of this offering. The second part is the accompanying prospectus, including the documents incorporated therein by reference, which provides more general information about securities we may offer from time offering and also adds to time, some of which may not apply to this offering. We urge you to carefully read this prospectus supplement and the accompanying prospectus, and the documents incorporated by reference herein and therein, before buying any of the securities being offered under this prospectus supplement. This prospectus supplement may add or update updates information contained in the accompanying base prospectus and the documents incorporated by reference thereininto this prospectus supplement and the accompanying base prospectus. The accompanying base prospectus, including the documents incorporated by reference, provides more general information. To the extent that any statement we make there is a conflict between the information contained in this prospectus supplement is inconsistent with statements made supplement, on the one hand, and the information contained in the accompanying base prospectus or in any documents document incorporated by reference therein that were was filed with the SEC before the date of this prospectus supplement, on the statements made other hand, you should rely on the information in this prospectus supplement will be deemed to modify or supersede those made in the accompanying prospectus and such documents incorporated by reference thereinsupplement. If any statement in one of these documents is inconsistent with a statement in another document having a later date – — for example, a document incorporated by reference in the accompanying base prospectus – — the statement in the document having the later date modifies or supersedes the earlier statement. You should read this prospectus supplement and the accompanying base prospectus, including the information incorporated by reference and any free writing prospectus that we have authorized for use in connection with this offering, in their entirety before making an investment decision. You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying base prospectus, or along with the information contained in any free writing prospectus prepared by us or on our behalfthat we have authorized for use in connection with this offering. We have not, and the placement agent has not, not authorized anyone to provide you with different or additional information. If anyone provides you with different or inconsistent information, you You should not rely on it. The distribution of this prospectus supplement and sale of these securities in certain jurisdictions may be restricted by law. We are not making an offer to sell these securities in any jurisdiction where assume that the offer or sale is not permitted. Persons in possession of this prospectus supplement or the accompanying prospectus are required to inform themselves about and observe any such restrictions. This prospectus supplement and the accompanying prospectus are not, and under no circumstances are to be construed as, an advertisement or a public offering of securities in Israel. Any public offer or sale of securities in Israel may be made only in accordance with the Israeli Securities Law, 5728-1968, or the Securities Law (which requires, among other things, the filing of a prospectus in Israel or an exemption therefrom). The information contained appearing in this prospectus supplement, the accompanying prospectus and base prospectus, the documents incorporated by reference in this prospectus supplement and the accompanying base prospectus, and in any free writing prospectus that we have authorized for use in connection with this offering, offering is accurate only as of the date respective dates of those respective documents regardless of the time of delivery of this prospectus supplement or the accompanying prospectus or when any sale of our securities occursdocuments. Our business, financial condition, results of operations and prospects may have changed since those dates. You should read this prospectus supplement, the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, in their entirety, before making an investment decision. You should also read and consider the information in the documents to which we have referred you in the sections of this prospectus supplement entitled “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” This prospectus supplement and the accompanying prospectus contain summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated herein by reference as exhibits to the registration statement, and you may obtain copies of those documents as described below under the section entitled “Where You Can Find More Information.” We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference herein in this prospectus supplement or the accompanying base prospectus were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or and covenants were accurate only as of the date when made. Accordingly; therefore, such representations, warranties and covenants should not be relied on as accurately representing accurate representations of the current state of our affairs. Certain figures included Unless we have indicated otherwise, or the context otherwise requires, references in this prospectus supplement have been subject and the accompanying base prospectus to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of “iBio,” the figures that precede them. As used herein, and unless the context suggests otherwise, the terms “EvogeneCompany,” “we,” “us,” “our,” “our company” and “the companyour” refer to Evogene Ltd. iBio, Inc. and its consolidated subsidiaries, consisting of AgPlenus Ltd., Biomica Ltd., Canonic Ltd., Casterra Ag Ltd., Evogene Inc., Lavie Bio Ltd. and their consolidated subsidiaries. References to “dollar” and “$” are to U.S. dollarsThis prospectus supplement, the lawful currency accompanying base prospectus and the information incorporated by reference includes trademarks, service marks and trade names owned by us or other companies. All trademarks, service marks and trade names included or incorporated by reference into this prospectus supplement or the accompanying base prospectus are the property of their respective owners. We are offering to sell, and are seeking offers to buy, the common stock only in jurisdictions where such offers and sales are permitted. No action has been or will be taken in any jurisdiction by us or the sales agent that would permit a public offering of the common stock or the possession or distribution of this prospectus supplement and the accompanying base prospectus in any jurisdiction, other than in the United States. Persons outside the United States who come into possession of this prospectus supplement and the accompanying base prospectus must inform themselves about, and references to “NIS” are to New Israeli Shekelsobserve any restrictions relating to, the lawful currency offering of the State common stock and the distribution of Israelthis prospectus supplement and the accompanying base prospectus outside the United States. References This prospectus supplement and the accompanying base prospectus do not constitute, and may not be used in connection with, an offer to our “ordinary shares” sell, or “shares” refer a solicitation of an offer to our ordinary sharesbuy, par value NIS 0.02 per share. References any securities offered by this prospectus supplement and the accompanying base prospectus by any person in any jurisdiction in which it is unlawful for such person to our “2019 annual report” refer to our Annual Report on Form 20-F for the year ended December 31, 2019, which we filed with the SEC on April 27, 2020make such an offer or solicitation.
Appears in 1 contract
Samples: Equity Distribution Agreement
ABOUT THIS PROSPECTUS SUPPLEMENT. This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with the Securities and Exchange Commission, or Commission (“SEC, ”) utilizing a “shelf” registration process. This document is in two parts. The first part is the this prospectus supplement, including the documents incorporated herein by reference, which describes the specific terms of this offering. The second part is part, the accompanying prospectus, including the documents incorporated therein by reference, which provides more general information about securities information. Generally, when we may offer from time to time, some of which may not apply refer to this offeringprospectus, we are referring to both parts of this document combined. We urge you to carefully read this prospectus supplement and the accompanying prospectus, and the documents incorporated by reference herein and therein, before buying any of the securities being offered under this prospectus supplement. This prospectus supplement may add or update information contained in the accompanying prospectus and the documents incorporated by reference therein. To the extent that any statement we make in this prospectus supplement is inconsistent with statements made in the accompanying prospectus or any documents incorporated by reference therein that were filed before the date of this prospectus supplement, the statements made in this prospectus supplement will be deemed to modify or supersede those made in the accompanying prospectus and such documents incorporated by reference therein. If any statement in one of these documents is inconsistent with a statement in another document having a later date – for example, a document incorporated by reference in the accompanying prospectus – the statement in the document having the later date modifies or supersedes the earlier statement. You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus, or contained in any free writing prospectus prepared incorporated by us reference herein or on our behalftherein. We Neither we nor the underwriters have not, and the placement agent has not, authorized anyone to provide you with different information. If anyone provides you with different No dealer, salesperson or inconsistent information, you should other person is authorized to give any information or to represent anything not rely on it. The distribution of this prospectus supplement and sale of these securities in certain jurisdictions may be restricted by law. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. Persons in possession of this prospectus supplement or the accompanying prospectus are required to inform themselves about and observe any such restrictions. This prospectus supplement and the accompanying prospectus are not, and under no circumstances are to be construed as, an advertisement or a public offering of securities in Israel. Any public offer or sale of securities in Israel may be made only in accordance with the Israeli Securities Law, 5728-1968, or the Securities Law (which requires, among other things, the filing of a prospectus in Israel or an exemption therefrom). The information contained in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus. You should not rely on any unauthorized information or representation. This prospectus supplement is an offer to sell only the securities offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. You should assume that the information in this prospectus supplement and the accompanying prospectus is accurate only as of the date on the front of the applicable document and that any free writing prospectus that information we have authorized for use in connection with this offering, incorporated by reference is accurate only as of the date of those respective documents the document incorporated by reference, regardless of the time date of delivery of this prospectus supplement or the accompanying prospectus prospectus, or when any sale of our securities occurs. Our business, financial condition, results of operations and prospects may have changed since those dates. You should read this prospectus supplement, the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, in their entirety, before making an investment decision. You should also read and consider the information in the documents to which we have referred you in the sections of this prospectus supplement entitled “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” This prospectus supplement and the accompanying prospectus contain summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated herein by reference as exhibits to the registration statement, and you may obtain copies of those documents as described below under the section entitled “Where You Can Find More Information.” We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs. Certain figures included in this prospectus supplement have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede themsecurity. As used hereinin this prospectus, and unless the context suggests otherwiseindicates or otherwise requires, “the terms Company,” “EvogeneB&W,” “we,” “us,” or “our,” “our company” and “the company” refer to Evogene Ltd. the combined business of Xxxxxxx & Xxxxxx Enterprises, Inc. and its consolidated subsidiaries, consisting of AgPlenus Ltd., Biomica Ltd., Canonic Ltd., Casterra Ag Ltd., Evogene Inc., Lavie Bio Ltd. and their consolidated subsidiaries. References to “dollar” and “$” are to U.S. dollars, the lawful currency of the United States, and references to “NIS” are to New Israeli Shekels, the lawful currency of the State of Israel. References to our “ordinary shares” or “shares” refer to our ordinary shares, par value NIS 0.02 per share. References to our “2019 annual report” refer to our Annual Report on Form 20-F for the year ended December 31, 2019, which we filed with the SEC on April 27, 2020.
Appears in 1 contract
Samples: Sales Agreement
ABOUT THIS PROSPECTUS SUPPLEMENT. This prospectus supplement and the accompanying prospectus are part of a registration statement that On August 4, 2022, we filed with the Securities and Exchange Commission, or SEC, SEC a registration statement on Form S-3 utilizing a “shelf” shelf registration processprocess related to the securities described in this prospectus supplement, which was automatically declared effective upon filing. This document is in two parts. The first part is the this prospectus supplement, including the documents incorporated herein by reference, which describes the specific terms of this offeringoffering and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectus supplement and the accompanying prospectus. The second part is part, the accompanying prospectus, including the documents incorporated therein by reference, which provides gives more general information about securities we may offer from time to timeinformation, some of which may not apply to this offering. We urge Generally, when we refer to this prospectus, we are referring to both parts of this document combined. In this prospectus supplement, as permitted by law, we “incorporate by reference” information from other documents that we file with the SEC. This means that we can disclose important information to you by referring you to carefully read those documents. The information incorporated by reference is considered to be a part of this prospectus supplement and the accompanying prospectus, prospectus and should be read with the same care. When we update the information contained in documents that have been incorporated by reference herein and thereinby making future filings with the SEC, before buying any of the securities being offered under this prospectus supplement. This prospectus supplement may add information included or update information contained in the prospectus and the documents incorporated by reference therein. To the extent that any statement we make in this prospectus supplement is inconsistent with statements made considered to be automatically updated and superseded. In other words, in case of a conflict or inconsistency between information contained in this prospectus supplement and information in the accompanying prospectus or any documents incorporated by reference therein that were filed before the date of into this prospectus supplement, you should rely on the statements made in this prospectus supplement will be deemed to modify or supersede those made in the accompanying prospectus and such documents incorporated by reference therein. If any statement in one of these documents is inconsistent with a statement in another document having a later date – for example, a document incorporated by reference in the accompanying prospectus – the statement information contained in the document having the later date modifies or supersedes the earlier statementthat was filed later. You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus, or contained in including the information incorporated by reference herein as described under “Where You Can Find More Information; Incorporation of Documents by Reference,” and any free writing prospectus prepared by us or on our behalf. We have not, that we prepare and the placement agent has not, authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. The distribution of this prospectus supplement and sale of these securities in certain jurisdictions may be restricted by law. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. Persons in possession of this prospectus supplement or the accompanying prospectus are required to inform themselves about and observe any such restrictionsdistribute. This prospectus supplement and the accompanying prospectus supplement or other offering materials do not contain all of the information included in the registration statement as permitted by the rules and regulations of the SEC. For further information, we refer you to the registration statement on Form S-3, including its exhibits. We are notsubject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, therefore, file reports and under no circumstances are to be construed as, an advertisement or a public offering of securities in Israel. Any public offer or sale of securities in Israel may be made only in accordance other information with the Israeli Securities Law, 5728-1968, or the Securities Law (which requires, among other things, the filing of a prospectus in Israel or an exemption therefrom)SEC. The information Statements contained in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, and in any free writing prospectus that we have authorized for use in connection with this offering, is accurate only as of the date of those respective documents regardless of the time of delivery of this prospectus supplement or the accompanying prospectus or when other offering materials about the provisions or contents of any sale of our securities occursagreement or other document are only summaries. Our business, financial condition, results of operations and prospects may have changed since those dates. You should read this prospectus supplement, the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, in their entirety, before making an investment decision. You should also read and consider the information in the documents to which we have referred you in the sections of this prospectus supplement entitled “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” This prospectus supplement and the accompanying prospectus contain summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will If SEC rules require that any agreement or document be filed or will be incorporated herein by reference as exhibits an exhibit to the registration statement, and you may obtain copies of those documents as described below under the section entitled “Where You Can Find More Information.” We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs. Certain figures included in this prospectus supplement have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them. As used herein, and unless the context suggests otherwise, the terms “Evogene,” “we,” “us,” “our,” “our company” and “the company” refer to Evogene Ltd. and that agreement or document for its consolidated subsidiaries, consisting of AgPlenus Ltd., Biomica Ltd., Canonic Ltd., Casterra Ag Ltd., Evogene Inc., Lavie Bio Ltd. and their consolidated subsidiaries. References to “dollar” and “$” are to U.S. dollars, the lawful currency of the United States, and references to “NIS” are to New Israeli Shekels, the lawful currency of the State of Israel. References to our “ordinary shares” or “shares” refer to our ordinary shares, par value NIS 0.02 per share. References to our “2019 annual report” refer to our Annual Report on Form 20-F for the year ended December 31, 2019, which we filed with the SEC on April 27, 2020complete contents.
Appears in 1 contract
Samples: Equity Distribution Agreement
ABOUT THIS PROSPECTUS SUPPLEMENT. This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with the Securities and Exchange Commission, or SEC, utilizing a “shelf” registration processstatement on Form S-3 (File No. 333-234107) that we initially filed with the SEC on October 4, 2019, and that was declared effective by the SEC on October 15, 2019. This document is in two parts. The first part is the this prospectus supplement, including the documents incorporated herein by reference, which supplement describes the specific terms of this offeringoffering of our common stock and adds to and updates the information contained in the accompanying prospectus. The second part is part, the accompanying prospectus, including the documents incorporated therein by reference, which provides more general information about securities we may offer from time to timeinformation, some of which may not apply to this offering. We Generally, when we refer to this prospectus, we are referring to both parts of this document combined. To the extent there is a conflict between the information contained in this prospectus supplement and the information contained in the accompanying prospectus, you should rely on the information in this prospectus supplement. This prospectus supplement and the accompanying prospectus relate to the offering of shares of our common stock. Before buying any of the shares of common stock offered hereby, we urge you to read carefully read this prospectus supplement and the accompanying prospectus, and together with the documents information incorporated herein by reference herein and therein, before buying any as described below under the heading “Incorporation of the securities being offered under this prospectus supplement. Certain Documents by Reference.” This prospectus supplement contains information about the common stock offered hereby and may add to, update or update change information contained in the prospectus and the documents incorporated by reference therein. To the extent that any statement we make in this prospectus supplement is inconsistent with statements made in the accompanying prospectus or any documents incorporated by reference therein that were filed before the date of this prospectus supplement, the statements made in this prospectus supplement will be deemed to modify or supersede those made in the accompanying prospectus and such documents incorporated by reference therein. If any statement in one of these documents is inconsistent with a statement in another document having a later date – for example, a document incorporated by reference in the accompanying prospectus – the statement in the document having the later date modifies or supersedes the earlier statementprospectus. You should rely only on the information contained in, or incorporated by reference in into, this prospectus supplement and the accompanying prospectus, or contained in any free writing prospectus prepared by us or on our behalf. We have not, and the placement agent Jefferies has not, authorized anyone to provide you with different or additional information. If anyone provides you with different or inconsistent information, you should not rely on it. The distribution of this prospectus supplement and sale of these securities in certain jurisdictions may be restricted by law. We are not making an offer offers to sell these securities or solicitations to buy our common stock in any jurisdiction where the in which an offer or sale solicitation is not permitted. Persons authorized or in possession of this prospectus supplement or which the accompanying prospectus are required to inform themselves about and observe any such restrictions. This prospectus supplement and the accompanying prospectus are not, and under no circumstances are to be construed as, an advertisement or a public offering of securities in Israel. Any public person making that offer or sale of securities in Israel may be made only in accordance with solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. You should assume that the Israeli Securities Law, 5728-1968, or the Securities Law (which requires, among other things, the filing of a prospectus in Israel or an exemption therefrom). The information contained in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, prospectus is accurate only as of the dates on the front of the respective documents and in that any free writing prospectus information that we have authorized for use in connection with this offering, incorporated by reference is accurate only as of the date of those respective documents the document incorporated by reference, regardless of the time of delivery of this prospectus supplement or the accompanying prospectus or when the time of any sale of our securities occursa security. Our business, financial condition, results of operations and prospects may have changed since those dates. You should read this prospectus supplement, the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, in their entirety, before making an investment decision. You should also read and consider the information in the documents to which we have referred you in the sections of this prospectus supplement entitled “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” This prospectus supplement and the accompanying prospectus contain summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated herein by reference as exhibits to the registration statement, and you may obtain copies of those documents as described below under the section entitled titled “Where You Can Find More Information.” We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs. Certain figures included This prospectus supplement and the accompanying prospectus contain and incorporate by reference market data and industry statistics and forecasts that are based on independent industry publications and other publicly-available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. Although we are not aware of any misstatements regarding the market and industry data presented in this prospectus supplement, accompanying prospectus or the documents incorporated herein by reference, these estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the section titled “Risk Factors” in this prospectus supplement have been subject to rounding adjustmentsand the accompanying prospectus, and under similar headings in the other documents that are incorporated herein by reference. Accordingly, figures shown as totals investors should not place undue reliance on this information. ADMA’s name and logo are either registered trademarks or trademarks of ADMA Biologics, Inc. in certain tables may not be an arithmetic aggregation the United States and/or other countries. All other trademarks, service marks or other tradenames appearing in this prospectus supplement and the accompanying prospectus are the property of the figures that precede themtheir respective owners. As used herein, and Unless otherwise mentioned or unless the context suggests requires otherwise, all references in this prospectus supplement and the terms accompanying prospectus to the “EvogeneCompany,” “ADMA,” “we,” “us,” “our” or similar references mean ADMA Biologics, Inc., a Delaware corporation, and its wholly owned subsidiaries, ADMA Plasma Biologics, Inc., a Delaware corporation (“ADMA Plasma Biologics”), ADMA BioCenters Georgia, Inc., a Delaware corporation (“ADMA BioCenters”), and ADMA BioManufacturing, LLC, a Delaware limited liability company (“ADMA BioManufacturing”). This prospectus supplement includes our trademarks, trade names and service marks, such as “ASCENIVTM,” “our companyNabi-HB®” and “BIVIGAM®,” which are protected under applicable intellectual property laws and are the company” refer to Evogene Ltd. and its consolidated subsidiariesproperty of ADMA Biologics, consisting of AgPlenus Ltd., Biomica Ltd., Canonic Ltd., Casterra Ag Ltd., Evogene Inc., Lavie Bio Ltd. and their consolidated or its subsidiaries. References Solely for convenience, trademarks, trade names and service marks referred to “dollar” and “$” in this prospectus supplement may appear without the ®, TM or SM symbols, but such references are not intended to U.S. dollarsindicate, in any way, that we will not assert, to the lawful currency fullest extent under applicable law, our rights or the right of the United Statesapplicable licensor to these trademarks, trade names and service marks. We do not intend our use or display of other parties’ trademarks, trade names or service marks to imply, and references such use or display should not be construed to “NIS” are to New Israeli Shekelsimply, the lawful currency a relationship with, or endorsement or sponsorship of the State of Israel. References to our “ordinary shares” or “shares” refer to our ordinary sharesus by, par value NIS 0.02 per share. References to our “2019 annual report” refer to our Annual Report on Form 20-F for the year ended December 31, 2019, which we filed with the SEC on April 27, 2020these other parties.
Appears in 1 contract
Samples: Open Market Sale Agreement
ABOUT THIS PROSPECTUS SUPPLEMENT. This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with the Securities and Exchange Commission, or SEC, utilizing a “shelf” registration process. This document is in two parts. The first part is the this prospectus supplement, including the documents incorporated herein by reference, which describes the specific terms of this offeringoffering and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectus supplement and the accompanying prospectus. The second part is part, the accompanying prospectus, including the documents incorporated therein by reference, which provides gives more general information about securities we may offer from time to time, some of which may does not apply to this offering. We urge you Generally, when we refer to carefully read this prospectus, we are referring to both parts of this document combined together with all documents incorporated by reference. If the description of the offering varies between this prospectus supplement and the accompanying prospectus, and you should rely on the documents incorporated by reference herein and therein, before buying any of the securities being offered under information contained in this prospectus supplement. This prospectus supplement may add or update information contained in the prospectus and the documents incorporated by reference therein. To the extent that any statement we make in this prospectus supplement is inconsistent with statements made in the accompanying prospectus or any documents incorporated by reference therein that were filed before the date of this prospectus supplementHowever, the statements made in this prospectus supplement will be deemed to modify or supersede those made in the accompanying prospectus and such documents incorporated by reference therein. If if any statement in one of these documents is inconsistent with a statement in another document having a later date – — for example, a document incorporated by reference in into this prospectus supplement or the accompanying prospectus – — the statement in the document having the later date modifies or supersedes the earlier statement. You should rely only on the information contained in or incorporated by reference in into this prospectus supplement and the accompanying prospectus, or contained in any free writing or incorporated by reference into the accompanying prospectus prepared by us or on our behalfto which we have referred you. We Neither we nor ACM have not, and the placement agent has not, authorized anyone to provide you with different informationinformation that is different. If anyone provides you with different or inconsistent information, you should not rely on it. We do not, and ACM does not, take responsibility for, and can provide no assurances as to, the reliability of any information that others provide you. The distribution of information contained in, or incorporated by reference into, this prospectus supplement and sale of these securities in certain jurisdictions may be restricted by law. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. Persons in possession of this prospectus supplement or the accompanying prospectus are required to inform themselves about and observe any such restrictions. This prospectus supplement and the accompanying prospectus are not, and under no circumstances are to be construed as, an advertisement or a public offering of securities in Israel. Any public offer or sale of securities in Israel may be made only in accordance with the Israeli Securities Law, 5728-1968contained in, or the Securities Law (which requires, among other things, the filing of a prospectus in Israel or an exemption therefrom). The information contained in this prospectus supplementincorporated by reference into, the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, and in any free writing prospectus that we have authorized for use in connection with this offering, is accurate only as of the date of those respective documents dates thereof, regardless of the time of delivery of this prospectus supplement or and the accompanying prospectus or when of any sale of our securities occurssecurities. Our business, financial condition, results of operations It is important for you to read and prospects may have changed since those dates. You should read this prospectus supplement, the accompanying prospectus and the documents incorporated by reference consider all information contained in this prospectus supplement and the accompanying prospectus, including the documents incorporated by reference herein and therein, in their entirety, before making an your investment decision. You should also read and consider the information in the documents to which we have referred you in under the sections of this prospectus supplement entitled captions “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” in this prospectus supplement and in the accompanying prospectus. We are offering to sell, and are seeking offers to buy, the shares only in jurisdictions where such offers and sales are permitted. The distribution of this prospectus supplement and the accompanying prospectus and the offering of the shares in certain jurisdictions or to certain persons within such jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus supplement and the accompanying prospectus must inform themselves about and observe any restrictions relating to the offering of the shares and the distribution of this prospectus supplement and the accompanying prospectus outside the United States. This prospectus supplement and the accompanying prospectus contain summaries do not constitute, and may not be used in connection with, an offer to sell, or a solicitation of certain provisions contained an offer to buy, any securities offered by this prospectus supplement and the accompanying prospectus by any person in some any jurisdiction in which it is unlawful for such person to make such an offer or solicitation. We own or have rights to various trademarks, service marks and trade names that we use in connection with the operation of our business. This prospectus supplement, the documents described herein, but reference is made to accompanying prospectus and the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be information incorporated herein and thereby by reference as exhibits to may also contain trademarks, service marks and trade names of third parties, which are the registration statementproperty of their respective owners. Our use or display of third parties’ trademarks, and you may obtain copies of those documents as described below under the section entitled “Where You Can Find More Information.” We further note that the representationsservice marks, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty trade names or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs. Certain figures included products in this prospectus supplement have been subject or the accompanying prospectus is not intended to, and does not imply a relationship with, or endorsement or sponsorship by us. Solely for convenience, the trademarks, service marks and trade names referred to rounding adjustments. Accordinglyin this prospectus may appear without the ®, figures shown as totals TM or SM symbols, but such references are not intended to indicate, in certain tables may any way, that we will not be an arithmetic aggregation assert, to the fullest extent under applicable law, our rights or the right of the figures that precede themapplicable licensor to these trademarks, service marks and trade names. As used herein, and unless Unless otherwise stated or the context suggests requires otherwise, references to “BitNile,” the terms “EvogeneCompany,” “we,” “us,” or “our,” “our company” and “the company” refer to Evogene Ltd. and its consolidated subsidiaries, consisting of AgPlenus Ltd., Biomica Ltd., Canonic Ltd., Casterra Ag Ltd., Evogene Inc., Lavie Bio Ltd. and their consolidated subsidiaries. References to “dollar” and “$” are to U.S. dollarsBitNile Holdings, the lawful currency of the United StatesInc. (formerly Xxxx Global Holdings, Inc.), a Delaware corporation, and references to “NIS” are to New Israeli Shekels, the lawful currency of the State of Israel. References to our “ordinary shares” or “shares” refer to our ordinary shares, par value NIS 0.02 per share. References to our “2019 annual report” refer to our Annual Report on Form 20-F for the year ended December 31, 2019, which we filed with the SEC on April 27, 2020its subsidiaries.
Appears in 1 contract
ABOUT THIS PROSPECTUS SUPPLEMENT. This prospectus supplement and the accompanying prospectus are is part of a registration statement on Form S-3 (No. 333-231010) that we filed with the Securities and Exchange Commission, or Commission (the “SEC, utilizing ”) using a “shelf” registration process under the Securities Act (the “Universal Shelf”). Under the shelf registration process, we may offer shares of our common stock having an aggregate offering price of up to $25,000,000 from time to time under this prospectus supplement at prices and on terms to be determined by market conditions at the time of the offering. This document is in contains two parts. The first part is the this prospectus supplement, including the documents incorporated herein by reference, which describes the specific terms of this offeringoffering and also supplements and updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectus supplement and the accompanying prospectus. The second part is the accompanying prospectus, including the documents incorporated therein by reference, which provides more general information about securities we may offer from time to timeinformation, some of which may not apply to this offering. We urge you to carefully read If the information contained in this prospectus supplement and differs or varies from the information contained in the accompanying prospectus, and you should rely on the documents incorporated by reference herein and therein, before buying any of the securities being offered under information set forth in this prospectus supplement. This prospectus supplement may add or update information contained in supplement, the accompanying prospectus and the documents incorporated we incorporate by reference thereinherein and therein include important information about us and our common stock and other information you should know before investing. To the extent We have not, and Ladenburg has not, authorized anyone else to provide you with information that any statement we make is in this prospectus supplement is inconsistent with statements made in the accompanying prospectus addition to or any documents incorporated by reference therein different from that were filed before the date of this prospectus supplement, the statements made in this prospectus supplement will be deemed to modify or supersede those made in the accompanying prospectus and such documents incorporated by reference therein. If any statement in one of these documents is inconsistent with a statement in another document having a later date – for example, a document incorporated by reference in the accompanying prospectus – the statement in the document having the later date modifies or supersedes the earlier statement. You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus, or along with the information contained in any permitted free writing prospectus prepared by us or on our behalf. We prospectuses we have not, and the placement agent has not, authorized anyone to provide you for use in connection with different information. If anyone provides you with different or inconsistent information, you should not rely on it. The distribution of this prospectus supplement and sale of these securities in certain jurisdictions may be restricted by lawoffering. We are not making an offer offering to sell these securities in any jurisdiction where the offer or sale is not permitted. Persons in possession of this prospectus supplement or the accompanying prospectus are required to inform themselves about and observe any such restrictions. This prospectus supplement and the accompanying prospectus are notsell, and under no circumstances are seeking offers to be construed asbuy, an advertisement or a public offering shares of securities in Israel. Any public offer or sale of securities in Israel may be made our common stock only in accordance with the Israeli Securities Law, 5728-1968, or the Securities Law (which requires, among other things, the filing of a prospectus in Israel or an exemption therefrom)jurisdictions where offers and sales are permitted. The information contained in this prospectus supplement, supplement and the accompanying prospectus is accurate only as of the date of this prospectus supplement or the date of the accompanying prospectus, and the information in the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, and in any free writing prospectus that we have authorized for use in connection with this offering, is accurate only as of the date of those respective documents documents, regardless of the time of delivery of this prospectus supplement or and the accompanying prospectus or when of any sale of our securities occurscommon stock. Our business, financial condition, results of operations and prospects may have changed since those dates. You should It is important for you to read this prospectus supplement, the accompanying prospectus and the documents consider all information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus, prospectus in their entirety, before making an your investment decision. You should also read and consider the information in the documents to which we have referred you in the sections of both this prospectus supplement entitled and the accompanying prospectus, as well as the documents incorporated by reference into this prospectus supplement and the accompanying prospectus and the additional information described under “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” This prospectus supplement and the accompanying prospectus contain summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated herein by reference as exhibits to the registration statement, and you may obtain copies of those documents as described below under the section entitled “Where You Can Find More Information.” We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs. Certain figures included in this prospectus supplement have been subject and in the accompanying prospectus, before investing in our common stock. All references in this prospectus supplement to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of “Salarius,” the figures that precede them. As used herein, and unless the context suggests otherwise, the terms “Evogenecompany,” “we,” “us,” “our,” “our company” and “the companyour” refer to Evogene Ltd. Salarius Pharmaceuticals, Inc. and its consolidated subsidiaries, consisting of AgPlenus Ltd., Biomica Ltd., Canonic Ltd., Casterra Ag Ltd., Evogene Inc., Lavie Bio Ltd. and their consolidated subsidiariesexcept where the context otherwise requires or as otherwise indicated. References to “dollarSalarius Pharmaceuticals,” “SLRX” and the Salarius logo are our trademarks. This prospectus supplement and the documents incorporated by reference into this prospectus supplement may also contain trademarks and trade names that are the property of their respective owners. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply relationships with, or endorsements or sponsorship of us by, these other companies. We are a clinical-stage biopharmaceutical company focused on developing effective treatments for cancers with high, unmet medical need. Specifically, we are developing treatments for cancers caused by dysregulated gene expression, i.e., genes are incorrectly turned on or off. The field concerned with gene expression regulation is called ‘epigenetics’. As cancers are often diseases driven by gene dysregulation, epigenetics is an area of interest for cancer treatment. Our lead epigenetic based technology, seclidemstat (“$” SP-2577”), may treat cancers by restoring correct gene expression. SP-2577, which we call seclidemstat, was licensed from the University of Utah Research Foundation in 2011. SP2577 is a small molecule that inhibits the epigenetic enzyme lysine specific demethylase 1 (“LSD1”). LSD1’s enzymatic activity can cause genes to turn on or off and thereby affect the cell’s gene expression and overall activity. In addition, LSD1 can act via its scaffolding properties (protein-protein interactions), independently of its enzymatic function, to alter gene expression and modulate cell fate. In healthy cells, LSD1 is necessary for stem cell maintenance and normal cell development processes. However, in several cancers LSD1 is highly expressed and acts to incorrectly silence or activate genes leading to disease progression. High levels of LSD1 expression are often associated with aggressive cancer phenotypes and poor patient prognosis. Hence, development of targeted LSD1 inhibitors is of interest for the treatment of various cancers. SP-2577 uses a novel, reversible mechanism to effectively inhibit LSD1’s enzymatic and scaffolding properties and thereby treat and prevent cancer progression. Our first indication of interest for SP-2577 is a devastating bone and soft-tissue cancer called Xxxxx sarcoma. Xxxxx sarcoma mostly afflicts adolescents and young adults, with the median age of diagnosis being 15. The most commonly expressed fusion oncoprotein in Xxxxx sarcoma is the EWS-FLI fusion protein, which is present in approximately 85% of Xxxxx sarcoma cases. The LSD1 enzyme associates with EWS-FLI (and other E26 Transformation-Specific (“ETS”) fusion proteins) and is thought to promote tumor growth. We believe the SP-2577 molecule helps inhibit EWS-FLI activity by disrupting EWS-FLI from associating with LSD1 and other proteins that are necessary for its cancer promoting activity. Therefore, we believe that SP-2577 can potentially reverse the cancer promotion gene expression and thereby possibly prevent Xxxxx sarcoma tumor growth and promote cancer cell death. Preclinical studies of SP- 2577 in certain Xxxxx sarcoma animal models showed a significant tumor reduction as well as a significant survival benefit compared to untreated animals. Our ongoing Phase 1/2 clinical trial is designed as a single agent dose escalation followed by a dose expansion study. The trial can enroll up to 50 relapsed or refractory Xxxxx sarcoma patients. The primary objectives of the study are to U.S. dollarsassess the safety and tolerability of SP-2577. Secondary objectives include assessing preliminary efficacy of SP-2577. We recently announced that we plan to amend the Xxxxx sarcoma trial to also include up to 30 Xxxxx-related sarcoma patients upon reaching the dose expansion phase. As LSD1 can interact with over 60 regulatory proteins other than EWS-FLI, we believe that LSD1 may also play a critical role in progression of various other cancer types. These include both solid tumors and hematologic malignancies. In the second quarter of 2019, we initiated a second company-sponsored Phase 1/2 trial to study SP2577 in Advanced Solid Tumors. The Advanced Solid Tumor (“AST”) trial is a single agent dose escalation, dose expansion study enrolling patients with advanced malignancies, excluding Xxxxx sarcoma or central nervous system tumors. In addition, we are conducting preclinical work with SP-2577 for use in hematologic cancers. Recent data from “LSD1 Ablation Stimulates Anti-tumor Immunity and Enables Checkpoint Blockade” by X. Xxxxx, et al. and “Inhibition of Histone Lysine-specific Demethylase 1 Elicits Breast Tumor Immunity and Enhances Antitumor Efficacy of Immune Checkpoint Blockade” by X. Xxx, et al. suggests that LSD1 plays a role in tumor immune activity and can sensitize tumors to checkpoint inhibitors. These recent works have sparked interest in combining LSD1 inhibitors with checkpoint inhibitors. We are conducting preclinical work with SP-2577 in this area. We have no products approved for commercial sale and have not generated any revenue from product sales. We have never been profitable and have incurred operating losses in each year since inception. We had an accumulated deficit of $21.3 million as of March 31, 2021. Substantially all of our operating losses resulted from expenses incurred in connection with our research and development programs and from general and administrative costs associated with our operations. Our financial statements are prepared using Generally Accepted Accounting Principles in the United States of America (“GAAP”) applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Our financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities should we be unable to continue as a going concern. We expect to continue to incur significant expenses and increasing operating losses for at least the next several years as we initiate and continue the clinical development of, and seek regulatory approval for, our product candidates, add personnel necessary to continue to operate as a public company upon closing of the merger, and work to develop an advanced clinical pipeline of product candidates. We expect that our operating losses will fluctuate significantly from quarter-to-quarter and year-to-year due to timing of clinical development programs and efforts to achieve regulatory approval. As of March 31, 2021, the lawful currency Cancer Prevention and Research Institution of Texas (“CPRIT”) fund matching requirements had been fully met. As of March 31, 2021, we have received an aggregate of $11.3 million from the CPRIT grant. A portion of the United Statesremaining $7.4 million CPRIT grant was for a castration-resistant prostate study (approximately $2.6 million). The Company has elected not to pursue this study, and references accordingly this amount will no longer be available. The Company was approved for an extension with a contract end date of November 30, 2021. We believe that our $36.6 million in cash and cash equivalents on hand as of March 31, 2021, and the expected CPRIT funds available are sufficient to fund our anticipated operating and capital requirements into the completion of our current clinical trials in 2022 and beyond, however, we will continue to require substantial additional capital to continue our clinical development activities. Accordingly, we will need to raise substantial additional capital to continue to fund our operations as a whole. The amount and timing of our future funding requirements will depend on many factors, including the pace and results of our development, regulatory and commercialization efforts. Failure to raise capital as and when needed, on favorable terms or at all, would have a negative impact on our financial condition and our ability to develop and commercialize our product candidates and to fund our operations. We intend, when required, to obtain additional capital through the sale of equity securities in one or more offerings or through issuances of debt instruments. We may also consider new collaborations or selectively partnering our technology. However, we cannot provide any assurance that we will be successful in accomplishing any of our plans to obtain additional capital or be able to do so on favorable terms or on terms acceptable to us. We were incorporated as Flex Pharma, Inc. (“NIS” Flex Pharma”) in Delaware in February 2014. In July 2019, our wholly owned subsidiary, Falcon Acquisition Sub, LLC, merged with and into Salarius Pharmaceuticals, LLC (“Private Salarius”), with Private Salarius becoming our wholly owned subsidiary (the “Merger”), and we changed our named to Salarius Pharmaceuticals, Inc. Our principal executive offices are located at 0000 Xxxxxxxx Xxxx., Suite X, Houston, TX 77021, and our telephone number is (000) 000-0000. Our website address is xxx.xxxxxxxxxxxxxx.xxx. We do not incorporate the information on, or accessible through, our website into this prospectus, and you should not consider any information on, or accessible through, our website as part of this prospectus. The Merger is deemed to New Israeli Shekelsbe a reverse acquisition under the guidance of ASC 805 and, as such, Private Xxxxxxxx has been determined to be the accounting acquirer in the Merger, but not the legal acquirer. As a result, upon consummation of the Merger, the lawful currency historical financial statements of Private Xxxxxxxx became the historical financial statements of Xxxxxxxx, the combined company. Manner of offering “At the market offering” that may be made from time to time through our sales agent, Ladenburg Xxxxxxxx & Co. Inc. See “Plan of Distribution” on page S- 20 of this prospectus supplement Common stock to be outstanding after this offering Up to 22,624,434 shares, assuming a sales price of $1.11 per share, which was the closing price on the Nasdaq Capital Market on July 1, 2021. Actual number of shares issued and outstanding will vary depending on the sales price under this offering. Use of proceeds We intend to use the net proceeds from this offering for general corporate purposes and working capital. We may also use a portion of the State net proceeds from this offering to acquire or invest in complementary businesses, technologies, product candidates or other intellectual property, although we have no present commitments or agreements to do so. See “Use of IsraelProceeds” on page S-12 of this prospectus supplement. References Risk factors See “Risk Factors” beginning on page S-6 of this prospectus supplement, and under similar headings in other documents filed after the date hereof and incorporated by reference into this prospectus supplement and the accompanying prospectus, for a discussion of factors you should consider carefully before deciding to invest in our common stock. Nasdaq Capital Market symbol “ordinary sharesSLRX” or Unless otherwise indicated, the number of shares of common stock to be outstanding immediately after this offering is based on 44,734,328 shares outstanding as of March 31, 2021 and excludes as of such date: • 1,603,972 shares of common stock issuable upon the exercise of outstanding stock options as of March 31, 2021, with a weighted average exercise price of $2.75 per share; • 1,020,690 shares of common stock reserved for future issuance under our 2015 Equity Incentive Plan (the “shares” refer 2015 Plan”) as of March 31, 2021; • 216,877 shares of common stock reserved for future issuance under our 2015 Employee Stock Purchase Plan (the “ESPP”) (as well as any future increases in the number of shares of common stock reserved for future issuance pursuant to the evergreen provision of the ESPP); • 42,928 shares of common stock issuable upon exercise of a warrant issued to Wedbush Securities Inc. (“Wedbrush”), with an exercise price of $18.90 per share; • 6,188 shares of common stock to be issued pursuant to a professional relations and consulting agreement dated December 9, 2019; • 3,783,522 shares of common stock issuable upon the exercise of warrants issued in connection with our ordinary sharespublic offering completed on February 11, par value NIS 0.02 2020 (the “February Offering”), with an exercise price of $1.15 per share; • 3,964,065 shares of common stock issuable upon the exercise of warrants issued in a private placement completed on December 11, 2020 (the “Inducement Warrants”), with an exercise price of $1.182 per share; and • 142,711 shares of common stock issuable upon the exercise of warrants that were distributed to holders of rights that were granted under that certain merger agreement that we entered into with Salarius Pharmaceuticals, LLC on January 3, 2019 (the “Flex Warrants”), with an exercise price of $15.17 per share. References to our “2019 annual report” refer to our Annual Report on Form 20-F for Unless otherwise indicated, all information contained in this prospectus supplement assumes no exercise of the year ended December 31, 2019, which we filed with the SEC on April 27, 2020outstanding options and warrants described above.
Appears in 1 contract
Samples: Sales Agreement
ABOUT THIS PROSPECTUS SUPPLEMENT. This prospectus supplement and the accompanying prospectus are form a part of a registration statement on Form S- 3 that we filed with the Securities and Exchange Commission, or SEC, utilizing using a “shelf” registration processprocess under the Securities Act of 1933, as amended, or the Securities Act. This document is in two parts. The first part is the this prospectus supplement, including the documents incorporated herein by reference, which describes the specific terms of this offeringoffering of common stock and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectus supplement and the accompanying prospectus. The second part is part, the accompanying prospectus, including the documents incorporated therein by referencereference therein, which provides more general information about securities information. Generally, when we may offer from time to time, some of which may not apply refer to this offering. We urge you to carefully read this prospectus supplement and the accompanying prospectus, and the documents incorporated by reference herein and therein, before buying any we are referring to both parts of the securities being offered under this prospectus supplement. This prospectus supplement may add or update information contained in the prospectus and the documents incorporated by reference thereindocument combined. To the extent that any statement we make there is a conflict between the information contained in this prospectus supplement is inconsistent with statements made supplement, on the one hand, and the information contained in the accompanying prospectus or in any documents document incorporated by reference therein that were was filed with the SEC before the date of this prospectus supplement, on the statements made other hand, you should rely on the information in this prospectus supplement will be deemed to modify or supersede those made in the accompanying prospectus and such documents incorporated by reference thereinsupplement. If any statement in one of these documents is inconsistent with a statement in another document having a later date – date—for example, a document incorporated by reference in this prospectus supplement or the accompanying prospectus – prospectus—the statement in the document having the later date modifies or supersedes the earlier statement. You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus, or contained in any free writing prospectus prepared by us or on our behalf. We have not, and the placement agent JonesTrading has not, authorized anyone to provide you with information different information. If anyone provides you with different than or inconsistent information, you should not rely on it. The distribution of with the information contained in or incorporated by reference in this prospectus supplement supplement, the accompanying prospectus and sale of these securities in certain jurisdictions any free writing prospectus that we have authorized for use in connection with this offering. We and JonesTrading take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may be restricted by lawgive you. We are not not, and JonesTrading is not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. Persons in possession of this prospectus supplement or You should assume that the accompanying prospectus are required to inform themselves about and observe any such restrictions. This prospectus supplement and the accompanying prospectus are not, and under no circumstances are to be construed as, an advertisement or a public offering of securities in Israel. Any public offer or sale of securities in Israel may be made only in accordance with the Israeli Securities Law, 5728-1968, or the Securities Law (which requires, among other things, the filing of a prospectus in Israel or an exemption therefrom). The information contained appearing in this prospectus supplement, the accompanying prospectus and prospectus, the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, and in any free writing prospectus that we have authorized for use in connection with this offering, is accurate only as of the date of those respective documents documents, regardless of the time of delivery of this prospectus supplement or the accompanying prospectus or when any sale of our securities occursthose respective documents. Our business, financial condition, results of operations and prospects may have changed since those dates. You should read this prospectus supplement, the accompanying prospectus and prospectus, the documents incorporated by reference in into this prospectus supplement and the accompanying prospectus, and any free writing prospectus that we have authorized for use in connection with this offering, in their entirety, entirety before making an investment decision. You should also read and consider the information in the documents to which we have referred you in the sections of this prospectus supplement entitled “Where You Can Find More Information” and “Incorporation of Certain Documents Information by Reference.” We are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. The distribution of this prospectus supplement and the accompanying prospectus and the offering of our common stock in certain jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus supplement and the accompanying prospectus must inform themselves about, and observe any restrictions relating to, the offering of our common stock and the distribution of this prospectus supplement and the accompanying prospectus outside the United States. This prospectus supplement and the accompanying prospectus contain summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated herein by reference as exhibits to the registration statementdo not constitute, and you may obtain copies not be used in connection with, an offer to sell, or a solicitation of those documents as described below under an offer to buy, any securities offered by this prospectus supplement and the section entitled “Where You Can Find More Information.” We further note that the representations, warranties and covenants made accompanying prospectus by us any person in any agreement that jurisdiction in which it is filed unlawful for such person to make such an offer or solicitation. Unless the context indicates otherwise, as an exhibit to any document that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs. Certain figures included used in this prospectus supplement have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of and the figures that precede them. As used herein, and unless the context suggests otherwiseaccompanying prospectus, the terms “EvogeneOcuphire,” “the Company,” “we,” “us,” “our,” “our company” and “the companyour” refer to Evogene Ltd. Ocuphire Pharma, Inc., a Delaware corporation, and its wholly-owned subsidiary on a consolidated subsidiaries, consisting of AgPlenus Ltd., Biomica Ltd., Canonic Ltd., Casterra Ag Ltd., Evogene Inc., Lavie Bio Ltd. and their consolidated subsidiariesbasis. References to “dollar” and “$” are to U.S. dollarsThis prospectus supplement, the lawful currency of accompanying prospectus and the United States, information incorporated by reference herein and therein contain references to “NIS” are our trademarks and to New Israeli Shekelstrademarks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus supplement, the lawful currency accompanying prospectus and the information incorporated by reference herein and therein, including logos, artwork and other visual displays, may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that their respective owners will not assert, to the fullest extent permitted under applicable law, their rights thereto. We do not intend our use or display of the State other companies’ trade names or trademarks to imply a relationship with, or endorsement or sponsorship of Israel. References to our “ordinary shares” or “shares” refer to our ordinary sharesus by, par value NIS 0.02 per share. References to our “2019 annual report” refer to our Annual Report on Form 20-F for the year ended December 31, 2019, which we filed with the SEC on April 27, 2020any other companies.
Appears in 1 contract
Samples: Sales Agreement
ABOUT THIS PROSPECTUS SUPPLEMENT. This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with the Securities and Exchange Commission, or SEC, utilizing a “shelf” registration process. This document is in two parts. The first part is the this prospectus supplement, including the documents incorporated herein by reference, which describes the specific terms of this offeringoffering and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectus supplement and the accompanying prospectus. The second part is part, the accompanying prospectus, including the documents incorporated therein by reference, which provides gives more general information about securities we may offer from time to timeinformation, some of which may not apply to this offering. We urge Generally, when we refer to this prospectus, we are referring to both parts of this document combined. In this prospectus supplement, as permitted by law, we “incorporate by reference” information from other documents that we file with the SEC. This means that we can disclose important information to you by referring you to carefully read those documents. The information incorporated by reference is considered to be a part of this prospectus supplement and the accompanying prospectus, prospectus and should be read with the same care. When we update the information contained in documents that have been incorporated by reference herein and thereinby making future filings with the SEC, before buying any of the securities being offered under this prospectus supplement. This prospectus supplement may add information included or update information contained in the prospectus and the documents incorporated by reference therein. To the extent that any statement we make in this prospectus supplement is inconsistent with statements made considered to be automatically updated and superseded. In other words, in case of a conflict or inconsistency between information contained in this prospectus supplement and information in the accompanying prospectus or any documents incorporated by reference therein that were filed before the date of into this prospectus supplement, you should rely on the statements made in this prospectus supplement will be deemed to modify or supersede those made in the accompanying prospectus and such documents incorporated by reference therein. If any statement in one of these documents is inconsistent with a statement in another document having a later date – for example, a document incorporated by reference in the accompanying prospectus – the statement information contained in the document having the later date modifies or supersedes the earlier statementthat was filed later. You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus, or contained in including the information incorporated by reference herein as described under “Where You Can Find More Information; Incorporation of Documents by Reference,” and any free writing prospectus prepared by us or on our behalf. We have not, that we prepare and the placement agent has not, authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. The distribution of this prospectus supplement and sale of these securities in certain jurisdictions may be restricted by law. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. Persons in possession of this prospectus supplement or the accompanying prospectus are required to inform themselves about and observe any such restrictionsdistribute. This prospectus supplement and the accompanying prospectus supplement or other offering materials do not contain all of the information included in the registration statement as permitted by the rules and regulations of the SEC. For further information, we refer you to the registration statement on Form S-3, including its exhibits. We are notsubject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, therefore, file reports and under no circumstances are to be construed as, an advertisement or a public offering of securities in Israel. Any public offer or sale of securities in Israel may be made only in accordance other information with the Israeli Securities Law, 5728-1968, or the Securities Law (which requires, among other things, the filing of a prospectus in Israel or an exemption therefrom)SEC. The information Statements contained in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, and in any free writing prospectus that we have authorized for use in connection with this offering, is accurate only as of the date of those respective documents regardless of the time of delivery of this prospectus supplement or the accompanying prospectus or when other offering materials about the provisions or contents of any sale of our securities occursagreement or other document are only summaries. Our business, financial condition, results of operations and prospects may have changed since those dates. You should read this prospectus supplement, the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, in their entirety, before making an investment decision. You should also read and consider the information in the documents to which we have referred you in the sections of this prospectus supplement entitled “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” This prospectus supplement and the accompanying prospectus contain summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will If SEC rules require that any agreement or document be filed or will be incorporated herein by reference as exhibits an exhibit to the registration statement, and you may obtain copies of those documents as described below under the section entitled “Where You Can Find More Information.” We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs. Certain figures included in this prospectus supplement have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them. As used herein, and unless the context suggests otherwise, the terms “Evogene,” “we,” “us,” “our,” “our company” and “the company” refer to Evogene Ltd. and that agreement or document for its consolidated subsidiaries, consisting of AgPlenus Ltd., Biomica Ltd., Canonic Ltd., Casterra Ag Ltd., Evogene Inc., Lavie Bio Ltd. and their consolidated subsidiaries. References to “dollar” and “$” are to U.S. dollars, the lawful currency of the United States, and references to “NIS” are to New Israeli Shekels, the lawful currency of the State of Israel. References to our “ordinary shares” or “shares” refer to our ordinary shares, par value NIS 0.02 per share. References to our “2019 annual report” refer to our Annual Report on Form 20-F for the year ended December 31, 2019, which we filed with the SEC on April 27, 2020complete contents.
Appears in 1 contract
Samples: Distribution Agreement
ABOUT THIS PROSPECTUS SUPPLEMENT. This prospectus supplement and the accompanying prospectus are is part of a registration statement that we have filed with the U.S. Securities and Exchange Commission, or the SEC, utilizing a “shelf” registration process. This document is By using a shelf registration statement, we may offer shares of our common stock having an aggregate offering price of up to $50 million from time to time under this prospectus supplement at prices and on terms to be determined by market conditions at the time of offering. We provide information to you about this offering of our common stock in two parts. The first part is the separate documents that are bound together: (1) this prospectus supplement, including the documents incorporated herein by reference, which describes the specific terms of details regarding this offering. The second part is ; and (2) the accompanying base prospectus, including the documents incorporated therein by reference, which provides more general information about securities we may offer from time to timeinformation, some of which may not apply to this offering. We urge you Generally, when we refer to carefully read this prospectus supplement and the accompanying prospectus, and the documents incorporated by reference herein and therein, before buying any of the securities being offered under this “prospectus supplement,” we are referring to both documents combined. This prospectus supplement may add or update If information contained in the prospectus and the documents incorporated by reference therein. To the extent that any statement we make in this prospectus supplement is inconsistent with statements made in the accompanying base prospectus, you should rely on this prospectus or any documents incorporated by reference therein that were filed before supplement. To the date of extent there is a conflict between the information contained in this prospectus supplement, on the statements made one hand, and the information contained in any document incorporated by reference in this prospectus supplement will be deemed to modify or supersede those made supplement, on the other hand, you should rely on the information in the accompanying this prospectus and such documents incorporated by reference thereinsupplement. If any statement in one of these documents is inconsistent with a statement in another document having a later date – date—for example, a document incorporated by reference in the accompanying this prospectus – supplement—the statement in the document having the later date modifies or supersedes the earlier statement. You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus, or contained in any free writing prospectus prepared by us or on our behalf. We have not, and the placement agent has Agents have not, authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. The distribution of information other than that contained in this prospectus supplement supplement, the accompanying base prospectus and sale of these securities in certain jurisdictions may be restricted by lawany free writing prospectus. We are not not, and the Agents are not, making an offer to sell or soliciting any offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Persons permitted or in possession of this prospectus supplement or which the accompanying prospectus are required to inform themselves about and observe any such restrictions. This prospectus supplement and the accompanying prospectus are not, and under no circumstances are to be construed as, an advertisement or a public offering of securities in Israel. Any public person making that offer or sale of securities in Israel may be made only in accordance with solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. You should assume that the Israeli Securities Law, 5728-1968, or the Securities Law (which requires, among other things, the filing of a prospectus in Israel or an exemption therefrom). The information contained appearing in this prospectus supplement, the accompanying prospectus and base prospectus, the documents incorporated by reference in this prospectus supplement herein and the accompanying prospectus, therein and in any free writing prospectus that we have authorized for use in connection with this offering, offering is accurate only as of the date of those respective documents regardless of the time of delivery of this prospectus supplement or the accompanying prospectus or when any sale of our securities occursdocuments. Our business, financial condition, results of operations and prospects may have changed since those dates. You should read this prospectus supplement, the accompanying prospectus and base prospectus, the documents incorporated by reference herein and therein and any free writing prospectus that we have authorized for use in connection with this prospectus supplement and the accompanying prospectus, offering in their entirety, entirety before making an investment decision. You should also Before buying any of the common stock that we are offering, we urge you to carefully read this prospectus supplement, the accompanying base prospectus and consider all of the information in incorporated by reference herein and therein, as well as the documents to which we have referred you in additional information described under the sections of this prospectus supplement entitled heading “Where You Can Find More Information” and “; Incorporation of Certain Documents by Reference.” This These documents contain important information that you should consider when making your investment decision. We are offering to sell, and seeking offers to buy, shares of common stock only in jurisdictions where offers and sales are permitted. The distribution of this prospectus supplement and the accompanying prospectus contain summaries of certain provisions contained in some offering of the documents described herein, but reference is made to common stock in certain jurisdictions may be restricted by law. Persons outside the actual documents for complete information. All United States who come into possession of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated herein by reference as exhibits to the registration statement, and you may obtain copies of those documents as described below under the section entitled “Where You Can Find More Information.” We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs. Certain figures included in this prospectus supplement have been subject to rounding adjustmentsmust inform themselves about, and observe any restrictions relating to, the offering of the common stock and the distribution of this prospectus supplement outside the United States. AccordinglyThis prospectus supplement does not constitute, figures shown as totals in certain tables and may not be used in connection with, an arithmetic aggregation offer to sell, or a solicitation of the figures that precede theman offer to buy, any securities offered by this prospectus supplement by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation. As used herein, and unless the context suggests otherwise, the terms When we refer to “EvogeneCerecor,” “Company,” “we,” “us,” “our,” “our company” and “the companyus” refer to Evogene Ltd. and in this prospectus supplement, we mean Cerecor Inc. or its consolidated subsidiaries, consisting of AgPlenus Ltd., Biomica Ltd., Canonic Ltd., Casterra Ag Ltd., Evogene Inc., Lavie Bio Ltd. and their consolidated subsidiariesunless otherwise specified. References When we refer to “dollaryou,” and “$” are to U.S. dollars, we mean the lawful currency holders of the United Statesapplicable series of securities. This prospectus supplement includes our trademarks and trade names, including, without limitation, CERECOR and our logo, which are our property and are protected under applicable intellectual property laws. This prospectus supplement also contains trademarks, trade names and service marks of other companies, which are the property of their respective owners. Solely for convenience, trademarks, trade names and service marks referred to in this prospectus supplement may appear without the ®, ™ or SM symbols, but such references are not intended to indicate, in any way, that we or the applicable owner will not assert, to the fullest extent permitted under applicable law, our or its rights or the right of any applicable licensor to these trademarks, trade names and service marks. We do not intend our use or display of other parties’ trademarks, trade names or service marks to imply, and references such use or display should not be construed to “NIS” are to New Israeli Shekelsimply, the lawful currency a relationship with, or endorsement or sponsorship of the State of Israel. References to our “ordinary shares” or “shares” refer to our ordinary sharesus by, par value NIS 0.02 per share. References to our “2019 annual report” refer to our Annual Report on Form 20-F for the year ended December 31, 2019, which we filed with the SEC on April 27, 2020these other parties.
Appears in 1 contract
Samples: Sales Agreement
ABOUT THIS PROSPECTUS SUPPLEMENT. This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with the Securities and Exchange Commission, or SEC, utilizing a “shelf” registration process. This document is in consists of two parts. The first part is the prospectus supplement, including the documents incorporated herein by reference, which describes the specific terms of this offeringoffering and the Offered Stock. The second part is the accompanying prospectus, including the documents incorporated therein by reference, which provides describes more general information about securities we may offer from time to timeinformation, some of which may not apply to this offering. We urge Before you buy any shares of the Offered Stock, it is important for you to carefully read and consider the information contained in this prospectus supplement and the accompanying prospectus, prospectus together with additional information described under the headings “Incorporation by Reference of Information Filed with the SEC” and “Where You Can Find More Information” in this prospectus supplement. To the extent the information set forth in this prospectus supplement differs in any way from the information set forth in the accompanying prospectus or the documents incorporated by reference herein and therein, before buying any of the securities being offered under this prospectus supplement. This prospectus supplement may add or update information contained in the prospectus and the documents incorporated by reference therein. To the extent that any statement we make in this prospectus supplement is inconsistent with statements made in or the accompanying prospectus from a filing we made with the Securities and Exchange Commission, or any documents incorporated by reference therein that were filed before the SEC, under the Securities Exchange Act of 1934, as amended, or the Exchange Act, prior to the date of this prospectus supplement, the statements made information in this prospectus supplement will be deemed supersede such information. In addition, to modify or supersede those made in the accompanying prospectus and such documents incorporated by reference therein. If extent any statement in one of these documents is inconsistent with a statement in another document having a later date – for example, a document incorporated by reference in the accompanying prospectus – the statement in the document having the later date modifies or supersedes the earlier statement. You should rely only on the information contained or incorporated by reference in this prospectus supplement and or the accompanying prospectus, or contained in any free writing prospectus prepared by us or on our behalf. We have not, and from a filing we make with the placement agent has not, authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. The distribution SEC after the date of this prospectus supplement and sale of these securities in certain jurisdictions may be restricted by law. We are not making an offer to sell these securities in any jurisdiction where the offer adds to, updates or sale is not permitted. Persons in possession of this prospectus supplement or the accompanying prospectus are required to inform themselves about and observe any such restrictions. This prospectus supplement and the accompanying prospectus are not, and under no circumstances are to be construed as, an advertisement or a public offering of securities in Israel. Any public offer or sale of securities in Israel may be made only in accordance with the Israeli Securities Law, 5728-1968, or the Securities Law (which requires, among other things, the filing of a prospectus in Israel or an exemption therefrom). The changes information contained in this prospectus supplement, the accompanying prospectus and or an earlier filing we made with the documents SEC that is incorporated by reference in this prospectus supplement and or the accompanying prospectus, and the information in any free writing prospectus that we have authorized for use such later filing shall be deemed to modify, update and, where applicable, supersede such information in connection with this offering, is accurate only as of the date of those respective documents regardless of the time of delivery of this prospectus supplement or the accompanying prospectus or when any sale of our securities occurs. Our business, financial condition, results of operations and prospects may have changed since those dates. You should read this prospectus supplement, the accompanying prospectus and or the documents incorporated by reference in earlier filing with the SEC. In this prospectus supplement and the accompanying prospectussupplement, in their entiretywe refer to New York Mortgage Trust, before making an investment decision. You should also read and consider the information in the documents to which we have referred you in the sections of this prospectus supplement entitled “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” This prospectus supplement and the accompanying prospectus contain summaries of certain provisions contained in some of the documents described hereinInc., but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been fileda Maryland corporation, will be filed or will be incorporated herein by reference together with its consolidated subsidiaries, as exhibits to the registration statement, and you may obtain copies of those documents as described below under the section entitled “Where You Can Find More Information.” We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs. Certain figures included in this prospectus supplement have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them. As used herein, and unless the context suggests otherwise, the terms “Evogene,” “we,” “us,” “the Company” or “our,” “our company” and “unless we specifically state otherwise or the company” refer to Evogene Ltd. and its consolidated subsidiaries, consisting of AgPlenus Ltd., Biomica Ltd., Canonic Ltd., Casterra Ag Ltd., Evogene Inc., Lavie Bio Ltd. and their consolidated subsidiaries. References to “dollar” and “$” are to U.S. dollars, the lawful currency of the United Statescontext indicates otherwise, and references to “NIS” are to New Israeli Shekels, the lawful currency of the State of Israel. References to our “ordinary shares” or “shares” refer to our ordinary shareswholly-owned taxable REIT subsidiaries as “TRSs.” In addition, par value NIS 0.02 per share. References to our “2019 annual report” refer to our Annual Report on Form 20-F for the year ended December 31, 2019, which we filed with following defines certain of the SEC on April 27, 2020.commonly used terms in this prospectus supplement:
Appears in 1 contract
Samples: Equity Distribution Agreement
ABOUT THIS PROSPECTUS SUPPLEMENT. This prospectus supplement and the accompanying base prospectus are part of a registration statement on Form S-3 (File No. 333-199446) that we filed with the Securities and Exchange Commission, or Commission ("SEC, ") utilizing a “"shelf” " registration process. This document is in two parts. The first part is Each time we sell securities under the accompanying base prospectus supplementwe will provide a prospectus supplement that will contain specific information about the terms of that offering, including the documents incorporated herein price, the amount of securities being offered and the plan of distribution. The shelf registration statement was initially filed with the SEC on October 17, 2014, and was declared effective by referencethe SEC on September 2, which 2016. This prospectus supplement describes the specific terms of details regarding this offeringoffering and may add, update or change information contained in the accompanying base prospectus. The second part is the accompanying prospectus, including the documents incorporated therein by reference, which base prospectus provides more general information about securities we may offer from time to timeus, some of which which, such as the section entitled "Plan of Distribution," may not apply to this offering. We urge you Generally, when we refer to carefully read this "prospectus," we are referring to both documents combined. If information in this prospectus supplement and is inconsistent with the accompanying prospectus, and base prospectus or the documents information incorporated by reference herein and thereinreference, before buying any of the securities being offered under you should rely on this prospectus supplement. This prospectus supplement may add or update information contained in supplement, together with the accompanying base prospectus and the documents incorporated by reference therein. To the extent that any statement we make in this prospectus supplement is inconsistent with statements made in the accompanying prospectus or any documents incorporated by reference therein that were filed before the date of this prospectus supplement, the statements made in this prospectus supplement will be deemed to modify or supersede those made in the accompanying prospectus and such documents incorporated by reference therein. If any statement in one of these documents is inconsistent with a statement in another document having a later date – for example, a document incorporated by reference in the accompanying prospectus – the statement in the document having the later date modifies or supersedes the earlier statement. You should rely only on the information contained or incorporated by reference in into this prospectus supplement and the accompanying base prospectus and any related free writing prospectus, or contained in any free writing prospectus prepared by us or on our behalfincludes all material information relating to this offering. We have not, and the placement agent has not, not authorized anyone to provide you with different or additional information. If anyone provides you with different or inconsistent information, you should not rely on it. The distribution of this prospectus supplement and sale of these securities in certain jurisdictions may be restricted by law. We are not making an offer to sell these securities in any jurisdiction where You should assume that the offer or sale is not permitted. Persons in possession of this prospectus supplement or the accompanying prospectus are required to inform themselves about and observe any such restrictions. This prospectus supplement and the accompanying prospectus are not, and under no circumstances are to be construed as, an advertisement or a public offering of securities in Israel. Any public offer or sale of securities in Israel may be made only in accordance with the Israeli Securities Law, 5728-1968, or the Securities Law (which requires, among other things, the filing of a prospectus in Israel or an exemption therefrom). The information contained appearing in this prospectus supplement, the accompanying prospectus base prospectus, any related free writing prospectus, and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, and in any free writing base prospectus that we have authorized for use in connection with this offering, is accurate only as of the date respective dates of those respective documents regardless of the time of delivery of this prospectus supplement or the accompanying prospectus or when any sale of our securities occursdocuments. Our business, financial condition, results of operations and prospects may have changed since those dates. You should carefully read this prospectus supplement, the accompanying prospectus base prospectus, the information and documents incorporated herein and therein by reference, any related free writing prospectus, and the documents incorporated by reference in this prospectus supplement and additional information under the accompanying prospectus, in their entirety, before making an investment decision. You should also read and consider the information in the documents to which we have referred you in the sections of this prospectus supplement entitled “heading "Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” This prospectus supplement " before making an investment decision . We are not, and the accompanying prospectus contain summaries of certain provisions contained Agent is not, making an offer to sell or soliciting an offer to buy our securities in some of any jurisdiction in which an offer or solicitation is not authorized or in which the documents described herein, but reference person making that offer or solicitation is made not qualified to the actual documents for complete informationdo so or to anyone to whom it is unlawful to make an offer or solicitation. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated herein by reference as exhibits to the registration statement, and you may obtain copies of those documents as described below under the section entitled “Where You Can Find More Information.” We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference herein into this prospectus supplement or the accompanying base prospectus were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs. Certain figures included Unless otherwise mentioned or unless the context requires otherwise, all references in this prospectus to "Netlist," "the Company," "we," "us" and "our" refer to Netlist, Inc., a Delaware corporation, and its subsidiaries on a consolidated basis. We report our results of operations on a 52- or 53-week fiscal year ending on the Saturday closest to December 31, with each fiscal quarter generally divided into three periods consisting of two four-week periods and one five-week period. Our last three completed fiscal years ended on December 27, 2014, January 2, 2016 and December 31, 2016. This prospectus supplement includes our trademarks and service marks, EXPRESSvault®, NVvault®, HyperCloud® and HybriDIMM™, which are protected under applicable intellectual property laws and are the property of the Company. This prospectus supplement may also contain trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Solely for convenience, trademarks and trade names referred to in this prospectus supplement have been subject may appear without the ® or ™ symbols. We do not intend our use or display of other parties' trademarks, trade names or service marks to rounding adjustments. Accordinglyimply, figures shown as totals in certain tables may and such use or display should not be an arithmetic aggregation construed to imply, a relationship with, or endorsement or sponsorship of the figures that precede them. As used hereinus by, and unless the context suggests otherwise, the terms “Evogene,” “we,” “us,” “our,” “our company” and “the company” refer to Evogene Ltd. and its consolidated subsidiaries, consisting of AgPlenus Ltd., Biomica Ltd., Canonic Ltd., Casterra Ag Ltd., Evogene Inc., Lavie Bio Ltd. and their consolidated subsidiaries. References to “dollar” and “$” are to U.S. dollars, the lawful currency of the United States, and references to “NIS” are to New Israeli Shekels, the lawful currency of the State of Israel. References to our “ordinary shares” or “shares” refer to our ordinary shares, par value NIS 0.02 per share. References to our “2019 annual report” refer to our Annual Report on Form 20-F for the year ended December 31, 2019, which we filed with the SEC on April 27, 2020these other parties.
Appears in 1 contract
Samples: At Market Issuance Sales Agreement
ABOUT THIS PROSPECTUS SUPPLEMENT. This prospectus supplement and the accompanying prospectus are document is part of a the registration statement that we filed with the Securities and Exchange Commission, or Commission (the “SEC, utilizing ”) using a “shelf” registration process. This document is in process and consists of two parts. The first part is the this prospectus supplement, including the documents incorporated herein by reference, which describes the specific terms of this offering. The second part is part, the accompanying prospectus, including the documents incorporated therein by reference, which provides gives more general information about securities we may offer from time to timeinformation, some of which may not apply to this offering. We Generally, when we refer to the “prospectus,” we are referring to both parts combined. This prospectus relates to the offering of our common stock. Before buying any of the common stock that we are offering, we urge you to carefully read this prospectus supplement prospectus, together with the information incorporated by reference as described under the headings “Where You Can Find More Information” and the accompanying “Incorporation by Reference” in this prospectus, and any free writing prospectus or prospectus supplement that we have authorized for use in connection with this offering. These documents contain important information that you should consider when making your investment decision. This prospectus describes the terms of this offering of common stock and also adds to and updates information contained in the documents incorporated by reference herein and therein, before buying any of into this prospectus. If the securities being offered under this prospectus supplement. This prospectus supplement may add or update information contained in this prospectus differs or varies from the prospectus and the documents information contained in any document incorporated by reference therein. To herein that was filed with the extent that any statement we make in this prospectus supplement is inconsistent with statements made in the accompanying prospectus or any documents incorporated by reference therein that were filed SEC before the date of this prospectus supplementprospectus, you should rely on the statements made information set forth in this prospectus supplement will be deemed to modify or supersede those made in the accompanying prospectus and such documents incorporated by reference thereinprospectus. If any statement in one of these documents is inconsistent with a statement in another document having a later date – (for example, a subsequently filed document deemed incorporated by reference in the accompanying prospectus – this prospectus), the statement in the document having the later date modifies or supersedes the earlier statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus, or contained in any free writing prospectus prepared by us or on our behalf. We have not, and the placement sales agent has not, authorized anyone to provide you with information that is in addition to or different information. If anyone provides you with different from that contained or inconsistent information, you should not rely on it. The distribution of this prospectus supplement and sale of these securities in certain jurisdictions may be restricted by law. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. Persons in possession of this prospectus supplement or the accompanying prospectus are required to inform themselves about and observe any such restrictions. This prospectus supplement and the accompanying prospectus are not, and under no circumstances are to be construed as, an advertisement or a public offering of securities in Israel. Any public offer or sale of securities in Israel may be made only in accordance with the Israeli Securities Law, 5728-1968, or the Securities Law (which requires, among other things, the filing of a prospectus in Israel or an exemption therefrom). The information contained in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, and or contained in any permitted free writing prospectus that prospectuses we have authorized for use in connection with this offering. We and the sales agent take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may provide. The information contained in this prospectus and the documents incorporated by reference herein is accurate only as of the date of those their respective documents dates, regardless of the time of delivery of this prospectus supplement any such document or the accompanying prospectus or when time of any sale of our securities occurscommon stock. Our business, financial condition, results of operations and prospects may have changed since those dates. You should It is important for you to read this prospectus supplement, the accompanying prospectus and the documents consider all information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus, in their entirety, before making an your investment decision. You should also read and consider the information in this prospectus, as well as the documents to which we have referred you in incorporated by reference herein, the sections of this prospectus supplement entitled additional information described under the section titled “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” This in this prospectus supplement and the accompanying any free writing prospectus contain summaries of certain provisions contained that we have authorized for use in some of the documents described hereinconnection with this offering, but reference is made to the actual documents for complete informationbefore investing in our common stock. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated herein by reference as exhibits to the registration statement, and you may obtain copies of those documents as described below under the section entitled “Where You Can Find More Information.” We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference herein in this prospectus were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs. Certain figures included We use various trademarks and trade names in our business, including without limitation our corporate name and logo. All other trademarks or trade names referred to in this prospectus supplement have been are the property of their respective owners. Solely for convenience, the trademarks and trade names in this prospectus may be referred to without the ® and ™ symbols, but such references should not be construed as any indicator that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto. This prospectus and the documents incorporated by reference herein also contain estimates, projections and other information concerning our industry, our business, and the markets for certain diseases, including data regarding the estimated size of those markets, and the incidence and prevalence of certain medical conditions. Information that is based on estimates, forecasts, projections, market research or similar methodologies is inherently subject to rounding adjustmentsuncertainties and actual events or circumstances may differ materially from events and circumstances reflected in this information. AccordinglyUnless otherwise expressly stated, figures shown as totals we obtained this industry, business, market and other data from reports, research surveys, studies and similar data prepared by market research firms and other third parties, industry, medical and general publications, government data and similar sources. We are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where such offers and sales are permitted. The distribution of this prospectus and the offering of our common stock in certain tables jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of our common stock and the distribution of this prospectus outside the United States. This prospectus does not constitute, and may not be used in connection with, an arithmetic aggregation offer to sell, or a solicitation of the figures that precede theman offer to buy, any securities offered by this prospectus by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation. As used hereinin this prospectus, and unless the context suggests otherwiseotherwise requires, references to the terms “Evogenecompany,” “we,” “us,” and “our,” “our company” and “the company” refer to Evogene Ltd. and its consolidated subsidiaries, consisting of AgPlenus Ltd., Biomica Ltd., Canonic Ltd., Casterra Ag Ltd., Evogene Aptinyx Inc., Lavie Bio Ltd. and their consolidated subsidiaries. References to “dollar” and “$” are to U.S. dollars, the lawful currency of the United States, and references to “NIS” are to New Israeli Shekels, the lawful currency of the State of Israel. References to our “ordinary shares” or “shares” refer to our ordinary shares, par value NIS 0.02 per share. References to our “2019 annual report” refer to our Annual Report on Form 20-F for the year ended December 31, 2019, which we filed with the SEC on April 27, 2020.
Appears in 1 contract
Samples: Sales Agreement
ABOUT THIS PROSPECTUS SUPPLEMENT. This prospectus supplement and the accompanying prospectus are part of a registration statement that we have filed with the Securities and Exchange Commission, or SEC, utilizing a “shelf” registration process. This document is prospectus supplement adds to, updates and changes information contained in two parts. The first part is the prospectus supplement, including the documents incorporated herein by reference, which describes the specific terms of this offering. The second part is the accompanying prospectus, including . If the documents incorporated therein by reference, which provides more general information about securities we may offer from time to time, some description of which may not apply to this offering. We urge you to carefully read the offering varies between this prospectus supplement and the accompanying prospectus, you should rely on the information in this prospectus supplement. This prospectus supplement and the accompanying prospectus incorporate by reference important business and financial information about us that is not included in or delivered with this prospectus supplement and the accompanying prospectus. You should carefully read this prospectus supplement, the accompanying prospectus, any free writing prospectus relating to this offering prepared by or on behalf of us or to which we have referred you and the documents incorporated by reference herein and therein, before buying any of the securities being offered under this prospectus supplement. This prospectus supplement may add or update information contained in the prospectus and the documents incorporated by reference therein. To the extent therein that any statement we make are described in this prospectus supplement is inconsistent with statements made in under the accompanying prospectus or any documents incorporated by reference therein that were filed before the date of this prospectus supplement, the statements made in this prospectus supplement will be deemed to modify or supersede those made in the accompanying prospectus and such documents incorporated by reference therein. If any statement in one of these documents is inconsistent with a statement in another document having a later date – for example, a document incorporated by reference in the accompanying prospectus – the statement in the document having the later date modifies or supersedes the earlier statement. You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus, or contained in any free writing prospectus prepared by us or on our behalf. We have not, and the placement agent has not, authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. The distribution of this prospectus supplement and sale of these securities in certain jurisdictions may be restricted by law. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. Persons in possession of this prospectus supplement or the accompanying prospectus are required to inform themselves about and observe any such restrictions. This prospectus supplement and the accompanying prospectus are not, and under no circumstances are to be construed as, an advertisement or a public offering of securities in Israel. Any public offer or sale of securities in Israel may be made only in accordance with the Israeli Securities Law, 5728-1968, or the Securities Law (which requires, among other things, the filing of a prospectus in Israel or an exemption therefrom). The information contained in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, and in any free writing prospectus that we have authorized for use in connection with this offering, is accurate only as of the date of those respective documents regardless of the time of delivery of this prospectus supplement or the accompanying prospectus or when any sale of our securities occurs. Our business, financial condition, results of operations and prospects may have changed since those dates. You should read this prospectus supplement, the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, in their entirety, before making an investment decision. You should also read and consider the information in the documents to which we have referred you in the sections of this prospectus supplement entitled heading “Where You Can Find More InformationInformation and Incorporation by Reference” and “Incorporation of Certain Documents by Reference.” This prospectus supplement and in the accompanying prospectus contain summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated herein by reference as exhibits to the registration statement, and you may obtain copies of those documents as described below under the section entitled heading “Where You Can Find More Information.” We further note that If there is any inconsistency between the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs. Certain figures included information in this prospectus supplement have been subject to rounding adjustmentsand the accompanying prospectus or any document incorporated herein or therein by reference, you should rely on the information in this prospectus supplement. AccordinglyIn this prospectus supplement, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them. As used herein, and unless otherwise indicated herein or the context suggests otherwiseotherwise indicates, the terms “EvogeneOmega,” “we,” “us,” “our,” “our company” and the “the companyCompany” refer to Evogene Ltd. and Omega Healthcare Investors, Inc., together with its consolidated subsidiaries; and the term “common stock” refers to shares of Omega Healthcare Investors, consisting of AgPlenus Ltd.Inc. common stock. Unless otherwise stated, Biomica Ltd., Canonic Ltd., Casterra Ag Ltd., Evogene Inc., Lavie Bio Ltd. and their consolidated subsidiaries. References to “dollar” and “$” currency amounts in this prospectus supplement are to U.S. dollars, the lawful currency of the stated in United States, and references to “NIS” are to New Israeli Shekelsor U.S., the lawful currency of the State of Israel. References to our “ordinary shares” or “shares” refer to our ordinary shares, par value NIS 0.02 per share. References to our “2019 annual report” refer to our Annual Report on Form 20-F for the year ended December 31, 2019, which we filed with the SEC on April 27, 2020dollars.
Appears in 1 contract
Samples: Sales Agreement
ABOUT THIS PROSPECTUS SUPPLEMENT. This prospectus supplement and the accompanying prospectus are part relate to an offering of a registration statement that we filed with the Securities and Exchange Commission, or SEC, utilizing a “shelf” registration processour Common Stock. This document is Before investing in two parts. The first part is the our Common Stock offered by this prospectus supplement, including the documents incorporated herein by reference, which describes the specific terms of this offering. The second part is the accompanying prospectus, including the documents incorporated therein by reference, which provides more general information about securities we may offer from time to time, some of which may not apply to this offering. We urge you to carefully read this prospectus supplement and the accompanying prospectus, and together with the documents information incorporated by reference herein as described under “Where You Can Find More Information” and therein, before buying any of the securities being offered under “Incorporation by Reference” in this prospectus supplement. These documents contain important information that you should consider when making your investment decision. This document is in two parts. The first part is this prospectus supplement may add or update supplement, which describes the terms of this offering and also adds to, updates and changes information contained in the accompanying prospectus and the documents incorporated by reference thereinreference. The second part is the accompanying prospectus, which gives more general information. To the extent that any statement we make the information contained in this prospectus supplement is inconsistent differs from or conflicts with statements made the information contained in the accompanying prospectus or any documents document incorporated by reference therein that were filed before the date of this prospectus supplementreference, the statements made information in this prospectus supplement will be deemed to modify or supersede those made in the accompanying prospectus and such documents incorporated by reference thereincontrol. If any statement in one of these documents is inconsistent with a statement in another document having a later date – date—for example, a document incorporated by reference in into this prospectus supplement or the accompanying prospectus – prospectus—the statement in the document having the later date modifies or supersedes the earlier statement. You In deciding whether or not to invest in our Common Stock, you should rely only on the information contained in, or incorporated by reference in this prospectus supplement and the accompanying prospectusinto, or contained in any free writing prospectus prepared by us or on our behalf. We have not, and the placement agent has not, authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. The distribution of this prospectus supplement and sale of these securities in certain jurisdictions may be restricted by law. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. Persons in possession of this prospectus supplement or the accompanying prospectus are required to inform themselves about and observe any such restrictions. This prospectus supplement and the accompanying prospectus are not, and under no circumstances are to be construed as, an advertisement or a public offering of securities in Israel. Any public offer or sale of securities in Israel may be made only in accordance with the Israeli Securities Law, 5728-1968, or the Securities Law (which requires, among other things, the filing of a prospectus in Israel or an exemption therefrom). The information contained in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, and in any related free writing prospectus that we have authorized for use in connection with this offering. Neither we nor the Agents have authorized anyone to provide you with different information or to make any representation other than those contained in, or incorporated by reference into, this prospectus supplement, the accompanying prospectus and any related free writing prospectus. If anyone provides you with different or inconsistent information or representation, you should not rely on them. This prospectus supplement and the accompanying prospectus do not constitute an offer to sell or the solicitation of an offer to buy our Common Stock in any circumstances in which such offer or solicitation is unlawful. You should assume that the information appearing in this prospectus supplement, the accompanying prospectus and any related free writing prospectus and the documents incorporated by reference is accurate only as of the date of those their respective documents dates, regardless of the time of delivery of this prospectus supplement or supplement, the accompanying prospectus or when any related free writing prospectus or any sale of our securities occursCommon Stock. Our business, financial condition, results of operations and prospects may have changed materially since those dates. You should read this prospectus supplement, the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, in their entirety, before making an investment decision. You should also read and consider the information in the documents to which we have referred you in the sections of this prospectus supplement entitled “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” This prospectus supplement and the accompanying prospectus contain summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated herein by reference as exhibits to the registration statement, and you may obtain copies of those documents as described below under the section entitled “Where You Can Find More Information.” We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference herein into this prospectus supplement or the accompanying prospectus were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairsbusiness, financial condition, results of operations or prospects. Certain figures included Unless the context requires otherwise, references in this prospectus supplement have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of “TeraWulf,” the figures that precede them. As used herein, and unless “Company,” the context suggests otherwise, the terms “EvogeneRegistrant,” “we,” “us,” “our,” “our company” and “the companyour” refer to Evogene Ltd. and TeraWulf Inc. together with its consolidated subsidiaries, consisting of AgPlenus Ltd., Biomica Ltd., Canonic Ltd., Casterra Ag Ltd., Evogene Inc., Lavie Bio Ltd. and their consolidated subsidiaries. References to “dollar” and “$” are to U.S. dollars, the lawful currency of the United States, and references to “NIS” are to New Israeli Shekels, the lawful currency of the State of Israel. References to our “ordinary shares” or “shares” refer to our ordinary shares, par value NIS 0.02 per share. References to our “2019 annual report” refer to our Annual Report on Form 20-F for the year ended December 31, 2019, which we filed with the SEC on April 27, 2020.
Appears in 1 contract
Samples: At Market Issuance Sales Agreement
ABOUT THIS PROSPECTUS SUPPLEMENT. This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with the Securities and Exchange Commission, or SEC, utilizing a “shelf” registration process. This document is in two parts. The first part is the this prospectus supplement, including the documents incorporated herein by reference, which describes the specific terms of this offeringoffering and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference herein. The second part is the accompanying prospectus, including the documents incorporated therein by reference, which provides more general information about securities we may offer from time to time, some of which may does not apply to this offering. We urge you Generally, when we refer to carefully read this prospectus supplement and the accompanying prospectus, and the documents incorporated by reference herein and therein, before buying any we are referring to both parts of the securities being offered under this prospectus supplementdocument combined. This prospectus supplement may add add, update or update change information contained in the accompanying prospectus and the documents incorporated by reference thereininto this prospectus supplement and accompanying prospectus. To the extent that any statement we make there is a conflict between the information contained in this prospectus supplement is inconsistent with statements made and the information contained in the accompanying prospectus or any documents document incorporated by reference therein that were filed before prior to the date of this prospectus supplement, you should rely on the statements made information in this prospectus supplement will be deemed to modify or supersede those made in the accompanying prospectus and such documents incorporated by reference therein. If supplement; provided that if any statement in one of these documents is inconsistent with a statement in another document having a later date – — for example, a document incorporated by reference in the accompanying prospectus – — the statement in the document having the later date modifies or supersedes the earlier statement. You should rely only on the Neither we nor Canaccord has authorized anyone to provide any information other than that contained or incorporated by reference in into this prospectus supplement and supplement, the accompanying prospectus, prospectus or contained in any free writing prospectus prepared by or on behalf of us or on our behalfto which we have referred you. We have notand Canaccord take no responsibility for, and can provide no assurance as to the placement agent has notreliability of, authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. The distribution of this prospectus supplement and sale of these securities in certain jurisdictions any other information that others may be restricted by law. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. Persons in possession of this prospectus supplement or the accompanying prospectus are required to inform themselves about and observe any such restrictionsgive you. This prospectus supplement and the accompanying prospectus are notdo not constitute an offer to sell, and under no circumstances are to be construed as, an advertisement or a public offering solicitation of an offer to purchase, the securities offered by this prospectus supplement and the accompanying prospectus in Israel. Any public any jurisdiction to or from any person to whom or from whom it is unlawful to make such offer or sale solicitation of securities an offer in Israel may be made only in accordance with the Israeli Securities Law, 5728-1968, or the Securities Law (which requires, among other things, the filing of a prospectus in Israel or an exemption therefrom)such jurisdiction. The information contained in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and or the accompanying prospectus, and in any free writing prospectus that we have authorized for use in connection with this offeringor incorporated by reference herein or therein, is accurate only as of the date of those respective documents dates thereof, regardless of the time of delivery of this prospectus supplement or and the accompanying prospectus or when of any sale of our securities occursClass A common stock. Our business, financial condition, results of operations It is important for you to read and prospects may have changed since those dates. You should read this prospectus supplement, the accompanying prospectus and the documents incorporated by reference consider all information contained in this prospectus supplement and the accompanying prospectus, including the documents incorporated by reference herein and therein, in their entirety, before making an your investment decision. You should also read and consider the information in the documents to which we have referred you in the sections of this prospectus supplement entitled “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” in this prospectus supplement and in the accompanying prospectus. We are offering to sell, and seeking offers to buy, shares of our Class A common stock only in jurisdictions where offers and sales are permitted. The distribution of this prospectus supplement and the accompanying prospectus and the offering of the Class A common stock in certain jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus supplement and the accompanying prospectus must inform themselves about, and observe any restrictions relating to, the offering of the Class A common stock and the distribution of this prospectus supplement and the accompanying prospectus outside the United States. This prospectus supplement and the accompanying prospectus contain summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated herein by reference as exhibits to the registration statementdo not constitute, and you may obtain copies not be used in connection with, an offer to sell, or a solicitation of those documents as described below under an offer to buy, any securities offered by this prospectus supplement and the section entitled “Where You Can Find More Information.” We further note that the representations, warranties and covenants made accompanying prospectus by us any person in any agreement that jurisdiction in which it is filed as unlawful for such person to make such an exhibit to any document that is incorporated by reference herein were made solely for offer or solicitation. Unless the benefit of the parties to such agreementcontext otherwise indicates, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs. Certain figures included references in this prospectus supplement have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them. As used herein, and unless the context suggests otherwise, the terms “EvogeneBlue Apron,” “the company “ “we,” “us,” “our,” “our company” and “the companyus” refer refer, collectively, to Evogene Ltd. Blue Apron Holdings, Inc., a Delaware corporation, and its consolidated subsidiaries, consisting of AgPlenus Ltd., Biomica Ltd., Canonic Ltd., Casterra Ag Ltd., Evogene Inc., Lavie Bio Ltd. and their consolidated subsidiaries. References to “dollar” and “$” are to U.S. dollars, the lawful currency of the United States, and references to “NIS” are to New Israeli Shekels, the lawful currency of the State of Israel. References to our “ordinary shares” or “shares” refer to our ordinary shares, par value NIS 0.02 per share. References to our “2019 annual report” refer to our Annual Report on Form 20-F for the year ended December 31, 2019, which we filed with the SEC on April 27, 2020.
Appears in 1 contract
Samples: Equity Distribution Agreement
ABOUT THIS PROSPECTUS SUPPLEMENT. This prospectus supplement and the accompanying prospectus are part relate to an offering of a registration statement that we filed with the Securities and Exchange Commission, or SEC, utilizing a “shelf” registration processour Common Stock. This document is Before investing in two parts. The first part is the our Common Stock offered by this prospectus supplement, including the documents incorporated herein by reference, which describes the specific terms of this offering. The second part is the accompanying prospectus, including the documents incorporated therein by reference, which provides more general information about securities we may offer from time to time, some of which may not apply to this offering. We urge you to carefully read this prospectus supplement and the accompanying prospectus, and together with the documents information incorporated by reference herein as described under “Where You Can Find More Information” and therein, before buying any of the securities being offered under “Incorporation by Reference” in this prospectus supplement. These documents contain important information that you should consider when making your investment decision. This document is in two parts. The first part is this prospectus supplement may add or update supplement, which describes the terms of this offering and also adds to, updates and changes information contained in the accompanying prospectus and the documents incorporated by reference thereinreference. The second part is the accompanying prospectus, which gives more general information. To the extent that any statement we make the information contained in this prospectus supplement is inconsistent differs from or conflicts with statements made the information contained in the accompanying prospectus or any documents document incorporated by reference therein that were filed before the date of this prospectus supplementreference, the statements made information in this prospectus supplement will be deemed to modify or supersede those made in the accompanying prospectus and such documents incorporated by reference thereincontrol. If any statement in one of these documents is inconsistent with a statement in another document having a later date – — for example, a document incorporated by reference in into this prospectus supplement or the accompanying prospectus – — the statement in the document having the later date modifies or supersedes the earlier statement. You In deciding whether or not to invest in our Common Stock, you should rely only on the information contained in, or incorporated by reference in this prospectus supplement and the accompanying prospectusinto, or contained in any free writing prospectus prepared by us or on our behalf. We have not, and the placement agent has not, authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. The distribution of this prospectus supplement and sale of these securities in certain jurisdictions may be restricted by law. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. Persons in possession of this prospectus supplement or the accompanying prospectus are required to inform themselves about and observe any such restrictions. This prospectus supplement and the accompanying prospectus are not, and under no circumstances are to be construed as, an advertisement or a public offering of securities in Israel. Any public offer or sale of securities in Israel may be made only in accordance with the Israeli Securities Law, 5728-1968, or the Securities Law (which requires, among other things, the filing of a prospectus in Israel or an exemption therefrom). The information contained in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, and in any related free writing prospectus that we have authorized for use in connection with this offering. Neither we nor the Agents have authorized anyone to provide you with different information or to make any representation other than those contained in, or incorporated by reference into, this prospectus supplement, the accompanying prospectus and any related free writing prospectus. If anyone provides you with different or inconsistent information or representation, you should not rely on them. This prospectus supplement and the accompanying prospectus do not constitute an offer to sell or the solicitation of an offer to buy our Common Stock in any circumstances in which such offer or solicitation is unlawful. You should assume that the information appearing in this prospectus supplement, the accompanying prospectus and any related free writing prospectus and the documents incorporated by reference is accurate only as of the date of those their respective documents dates, regardless of the time of delivery of this prospectus supplement or supplement, the accompanying prospectus or when any related free writing prospectus or any sale of our securities occursCommon Stock. Our business, financial condition, results of operations and prospects may have changed materially since those dates. You should read this prospectus supplement, the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, in their entirety, before making an investment decision. You should also read and consider the information in the documents to which we have referred you in the sections of this prospectus supplement entitled “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” This prospectus supplement and the accompanying prospectus contain summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated herein by reference as exhibits to the registration statement, and you may obtain copies of those documents as described below under the section entitled “Where You Can Find More Information.” We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference herein into this prospectus supplement or the accompanying prospectus were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairsbusiness, financial condition, results of operations or prospects. Certain figures included Unless the context requires otherwise, references in this prospectus supplement have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of “TeraWulf,” the figures that precede them. As used herein, and unless “Company,” the context suggests otherwise, the terms “EvogeneRegistrant,” “we,” “us,” “our,” “our company” and “the companyour” refer to Evogene Ltd. and TeraWulf Inc. together with its consolidated subsidiaries, consisting of AgPlenus Ltd., Biomica Ltd., Canonic Ltd., Casterra Ag Ltd., Evogene Inc., Lavie Bio Ltd. and their consolidated subsidiaries. References to “dollar” and “$” are to U.S. dollars, the lawful currency of the United States, and references to “NIS” are to New Israeli Shekels, the lawful currency of the State of Israel. References to our “ordinary shares” or “shares” refer to our ordinary shares, par value NIS 0.02 per share. References to our “2019 annual report” refer to our Annual Report on Form 20-F for the year ended December 31, 2019, which we filed with the SEC on April 27, 2020.
Appears in 1 contract
Samples: Sales Agreement
ABOUT THIS PROSPECTUS SUPPLEMENT. This prospectus supplement and the accompanying base prospectus are part of a registration statement on Form F-3 (Registration No. 333-251304) that we filed with the Securities and Exchange Commission, or Commission ("SEC, utilizing ”) using a “"shelf” registration process. This document is in two parts. The first part is the prospectus supplementUnder this "shelf” registration process, including the documents incorporated herein by referencewe may, which describes the specific terms of this offering. The second part is the accompanying prospectus, including the documents incorporated therein by reference, which provides more general information about securities we may offer from time to time, sell or issue any of the combination of securities described in the accompanying base prospectus in one or more offerings with a maximum aggregate offering price of up to US $80,000,000. The accompanying base prospectus provides you with a general description of us and the securities we may offer, some of which may do not apply to this offering. We urge you Each time we sell securities, we provide a prospectus supplement that contains specific information about the terms of that offering. A prospectus supplement may also add, update, or change information contained in the accompanying base prospectus. This prospectus supplement relates to carefully read the offering of our Ordinary Shares. To the extent there is a conflict between the information contained in this prospectus supplement and the accompanying base prospectus, and you should rely on the documents incorporated by reference herein and therein, before buying any of the securities being offered under information in this prospectus supplement. This prospectus supplement may add or update information contained in supplement, the prospectus accompanying base prospectus, and the documents incorporated we incorporate by reference thereinherein and therein include important information about us and our Ordinary Shares and other information you should know before investing. To the extent that any statement we make in You should read both this prospectus supplement is inconsistent with statements made in and the accompanying prospectus or any documents incorporated by reference therein that were filed before base prospectus, together with the date of this prospectus supplement, additional information described below under the statements made in this prospectus supplement will be deemed to modify or supersede those made in the accompanying prospectus and such documents incorporated by reference therein. If any statement in one of these documents is inconsistent with a statement in another document having a later date – for example, a document incorporated by reference in the accompanying prospectus – the statement in the document having the later date modifies or supersedes the earlier statement. heading "Where You Can Find Additional Information.” You should rely only on the information contained in or incorporated by reference in this prospectus supplement and supplement, the accompanying base prospectus, or contained in and any free writing prospectus prepared by or on behalf of us or on our behalfto which we have referred you. We have not, and the placement agent AGP has not, authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. The distribution of this prospectus supplement and sale of these securities in certain jurisdictions may be restricted by law. We are not not, and AGP is not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. Persons permitted or in possession of this prospectus supplement or which the accompanying prospectus are required to inform themselves about and observe any such restrictions. This prospectus supplement and the accompanying prospectus are not, and under no circumstances are to be construed as, an advertisement or a public offering of securities in Israel. Any public person making that offer or sale of securities in Israel may be made only in accordance with solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. You should assume that the Israeli Securities Law, 5728-1968, or the Securities Law (which requires, among other things, the filing of a prospectus in Israel or an exemption therefrom). The information contained appearing in this prospectus supplement, the accompanying prospectus base prospectus, and the documents incorporated by reference in this prospectus supplement herein and the accompanying prospectus, and in any free writing prospectus that we have authorized for use in connection with this offering, therein is accurate only as of the date of those respective documents regardless of the time of delivery of this prospectus supplement or the accompanying prospectus or when any sale of our securities occursdocuments. Our business, financial condition, results of operations and prospects may have changed since those dates. You should carefully read this entire prospectus supplement and the accompanying base prospectus, including the information included and referred to under "Risk Factors” below, the information incorporated by reference in this prospectus supplement and in the accompanying base prospectus, and the financial statements and the other information incorporated by reference in the accompanying base prospectus, before making an investment decision. Unless otherwise stated in this prospectus supplement, the "we,” "us,” "our,” or "our company,” refers to VivoPower International PLC, our subsidiaries, and our predecessor operations. The statements contained in this prospectus supplement and accompanying prospectus and the documents incorporated by reference herein include forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Words such as, but not limited to, "believe,” "expect,” "anticipate,” "estimate,” "intend,” "may,” "plan,” "potential,” "predict,” "project,” "targets,” "likely,” "will,” "would,” "could,” "should,” "continue,” and similar expressions or phrases, or the negative of those expressions or phrases, are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Although we believe that we have a reasonable basis for each forward-looking statement contained in this prospectus supplement and the accompanying prospectus, in their entirety, before making an investment decision. You should also read and consider the information in the documents to which we have referred you in the sections of this prospectus supplement entitled “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” This prospectus supplement and the accompanying prospectus contain summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated herein by reference as exhibits to the registration statement, and you may obtain copies of those documents as described below under the section entitled “Where You Can Find More Information.” We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference herein were made solely for in the benefit prospectus, we caution you that these statements are based on our projections of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs. Certain figures included in this prospectus supplement have been future that are subject to rounding adjustmentsknown and unknown risks and uncertainties and other factors that may cause our actual results, level of activity, performance or achievements expressed or implied by these forward-looking statements, to differ. AccordinglyThe sections in our periodic reports, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them. As used herein, and unless the context suggests otherwise, the terms “Evogene,” “we,” “us,” “our,” “our company” and “the company” refer to Evogene Ltd. and its consolidated subsidiaries, consisting of AgPlenus Ltd., Biomica Ltd., Canonic Ltd., Casterra Ag Ltd., Evogene Inc., Lavie Bio Ltd. and their consolidated subsidiaries. References to “dollar” and “$” are to U.S. dollars, the lawful currency of the United States, and references to “NIS” are to New Israeli Shekels, the lawful currency of the State of Israel. References to our “ordinary shares” or “shares” refer to our ordinary shares, par value NIS 0.02 per share. References to our “2019 annual report” refer to including our Annual Report on Form 20-F for the fiscal year ended December 31June 30, 20192021, titled "Business,” "Risk Factors,” and "Operating and Financial Review and Prospects,” as well as other sections in this prospectus supplement and accompany prospectus and the documents or reports incorporated by reference in the prospectus, discuss some of the factors that could contribute to these differences. These forward-looking statements include, among other things, statements about: ● our expectations regarding our revenue, expenses and other results of operations; ● our plans to acquire, invest in, develop or sell our investments in energy projects or joint ventures, including in the electric vehicle sector; ● our ability to attract and retain customers; ● the growth rates of the markets in which we compete; ● our liquidity and working capital requirements; ● our ability to raise sufficient capital to realize development opportunities and thereby generate revenue; ● our anticipated strategies for growth; ● our ability to anticipate market needs and develop new and enhanced solutions to meet those needs; ● anticipated trends and challenges in our business and in the markets in which we operate; ● our expectations regarding demand for solar power by energy users or investor in projects; ● our expectations regarding changes in the cost of developing and constructing solar projects; ● our ability to compete in our industry and innovation by our competitors; ● the extent to which the COVID-19 pandemic affects our business, financial condition and results of operations; ● our expectations regarding our ongoing legal proceedings; ● our ability to adequately protect our intellectual property; and ● our plans to pursue strategic acquisitions. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. We have included important cautionary statements in this prospectus supplement, the accompanying prospectus or in the documents incorporated by reference in the prospectus, particularly in the "Risk Factors” section, that we believe could cause actual results or events to differ materially from the forward-looking statements that we make. For a summary of such factors, please refer to the section titled "Risk Factors” in this prospectus supplement, the accompanying prospectus, as updated and supplemented by the discussion of risks and uncertainties under "Risk Factors” contained in our most recent Annual Report on Form 20-F, as revised or supplemented by our subsequent periodic reports filed under the Exchange Act, as well as any amendments thereto, as filed with the SEC and which are incorporated by reference. The information contained in this document is believed to be current as of the date of this document. We do not intend to update any of the forward-looking statements after the date of this document to conform these statements to actual results or to changes in our expectations, except as required by law. In light of these assumptions, risks and uncertainties, the results and events discussed in the forward-looking statements contained in this prospectus or in any document incorporated herein by reference might not occur. Investors are cautioned not to place undue reliance on April 27the forward-looking statements, 2020which speak only as of the date of this prospectus or the date of the document incorporated by reference. We are not under any obligation, and we expressly disclaim any obligation, to update or alter any forward- looking statements, whether as a result of new information, future events or otherwise. All subsequent forward-looking statements attributable to us or to any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.
Appears in 1 contract
Samples: Equity Distribution Agreement
ABOUT THIS PROSPECTUS SUPPLEMENT. This prospectus supplement and the accompanying prospectus are document is part of a the registration statement that we filed with the Securities and Exchange Commission, or the SEC, utilizing using a “shelf” registration process. This document is in process and consists of two parts. The first part is the this prospectus supplement, including the documents incorporated herein by reference, which describes the specific terms of this offering and also adds to and updates information contained in the accompanying prospectus. Under this prospectus supplement, we may from time to time sell ADSs representing our ordinary shares having an aggregate offering price of up to $75 million in sales deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act. The second part is part, the accompanying prospectus, including the documents incorporated therein by reference, which provides gives more general information about securities we may offer from time to timeinformation, some of which may not apply be applicable to this offering. We urge you Generally, when we refer to carefully read this prospectus supplement and the accompanying “prospectus, and the documents incorporated by reference herein and therein, before buying any of the securities being offered under this prospectus supplement” we are referring to both parts combined. This prospectus supplement may add or update If information contained in the prospectus and the documents incorporated by reference therein. To the extent that any statement we make in this prospectus supplement is inconsistent with statements made in the accompanying prospectus or with any documents document incorporated by reference therein that were was filed with the SEC before the date of this prospectus supplement, the statements made in you should rely on this prospectus supplement will be deemed to modify or supersede those made in the accompanying prospectus and such documents incorporated by reference thereinsupplement. If any statement in one of these documents this prospectus supplement or the accompanying prospectus is inconsistent with a statement in another document that is incorporated by reference into this prospectus and having a later date – for exampledate, a document incorporated by reference in the accompanying prospectus – the statement in the document having the later date modifies or supersedes the earlier statement. You should rely only on the information contained Any statement so modified or incorporated by reference in this prospectus supplement and the accompanying prospectussuperseded will not be deemed, except as so modified or contained in any free writing prospectus prepared by us or on our behalf. We have notsuperseded, and the placement agent has not, authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. The distribution constitute a part of this prospectus supplement and sale of these securities in certain jurisdictions may be restricted by law. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. Persons in possession of this prospectus supplement or the accompanying prospectus are required to inform themselves about and observe any such restrictionsprospectus. This prospectus supplement and the accompanying prospectus are not, and under no circumstances are to be construed as, an advertisement or a public offering of securities in Israel. Any public offer or sale of securities in Israel may be made only in accordance with the Israeli Securities Law, 5728-1968, or the Securities Law (which requires, among other things, the filing of a prospectus in Israel or an exemption therefrom). The information contained in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference into each include important information about us, the ADSs being offered and other information that you should know before investing in our ADSs. You should also read and consider information in the documents we have referred you to in the sections of this prospectus supplement and the accompanying prospectus entitled “Incorporation of Information by Reference” and “Where You Can Find More Information.” You should assume that the information in this prospectus supplement and the accompanying prospectus, prospectus is accurate only as of the date on the front of the respective document and in that any free writing prospectus information that we have authorized for use in connection with this offering, incorporated by reference is accurate only as of the date of those respective documents the document incorporated by reference, regardless of the time of delivery of this prospectus supplement or the accompanying prospectus or when the time of any sale of our securities occursan ADS. Our business, financial condition, liquidity, results of operations and prospects may have changed since those dates. You should read this prospectus supplement, the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, in their entirety, before making an investment decision. You should also read and consider the information in the documents to which we have referred you in the sections of this prospectus supplement entitled “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” This prospectus supplement and the accompanying prospectus contain summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated herein by reference as exhibits to the registration statement, and you may obtain copies of those documents as described below under the section sections entitled “Incorporation of Information by Reference” and “Where You Can Find More Information.” We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs. Certain figures included Neither we nor SVB Securities are making offers to sell or solicitations to buy our ADSs in this prospectus supplement have been subject any jurisdiction in which an offer or solicitation is not permitted or in which the person making that offer or solicitation is not qualified to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be do so or to anyone to whom it is unlawful to make an arithmetic aggregation of the figures that precede them. As used herein, and unless the context suggests otherwise, the terms “Evogene,” “we,” “us,” “our,” “our company” and “the company” refer to Evogene Ltd. and its consolidated subsidiaries, consisting of AgPlenus Ltd., Biomica Ltd., Canonic Ltd., Casterra Ag Ltd., Evogene Inc., Lavie Bio Ltd. and their consolidated subsidiaries. References to “dollar” and “$” are to U.S. dollars, the lawful currency of the United States, and references to “NIS” are to New Israeli Shekels, the lawful currency of the State of Israel. References to our “ordinary shares” offer or “shares” refer to our ordinary shares, par value NIS 0.02 per share. References to our “2019 annual report” refer to our Annual Report on Form 20-F for the year ended December 31, 2019, which we filed with the SEC on April 27, 2020solicitation.
Appears in 1 contract
Samples: Sales Agreement
ABOUT THIS PROSPECTUS SUPPLEMENT. This prospectus supplement is a supplement to the accompanying prospectus that is also a part of this document. This prospectus supplement and the accompanying prospectus prospectus, dated January 13, 2020, are part of a registration statement on Form S-3 (File No. 333-235791) that we filed with the Securities and Exchange Commission, or Commission (the “SEC”), utilizing a “shelf” registration process. Under the shelf registration process, we may offer and sell from time to time in one or more offerings our Common Stock described in the accompanying prospectus. This document is in two parts. The first part is the this prospectus supplement, including which describes our Common Stock we are offering and the terms of the offering and also adds to and updates information contained in the accompanying prospectus and the documents incorporated herein by reference, which describes reference into the specific terms of this offeringaccompanying prospectus. The second part is the accompanying prospectus, including the documents incorporated therein by reference, which provides more general information about securities information. Generally, when we may offer from time to time, some of which may not apply refer to this offering“prospectus,” we are referring to both documents combined. To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and the information contained in the accompanying prospectus or any earlier dated document incorporated by reference therein, on the other hand, you should rely on the information in this prospectus supplement. Additional prospectus supplements or documents filed after the date hereof that are deemed incorporated by reference herein may modify and supersede the information in this prospectus supplement. We urge you to carefully read this prospectus supplement and the accompanying prospectus and any related free writing prospectus, together with the information incorporated herein and the documents incorporated therein by reference herein and therein, as described under the heading “Incorporation of Information by Reference,” before buying any of the securities our Common Stock being offered under this prospectus supplement. This prospectus supplement may add or update information contained in the prospectus and the documents incorporated by reference therein. To the extent that any statement we make in this prospectus supplement is inconsistent with statements made in the accompanying prospectus or any documents incorporated by reference therein that were filed before the date of this prospectus supplement, the statements made in this prospectus supplement will be deemed to modify or supersede those made in the accompanying prospectus and such documents incorporated by reference therein. If any statement in one of these documents is inconsistent with a statement in another document having a later date – for example, a document incorporated by reference in the accompanying prospectus – the statement in the document having the later date modifies or supersedes the earlier statementoffered. You should rely only on the information contained that we have provided or incorporated by reference in this prospectus supplement and the accompanying prospectus, or contained in prospectus and any related free writing prospectus prepared by us or on our behalfthat we may authorize to be provided to you. We have not, and the placement agent Agent has not, authorized anyone to provide you with different information. If anyone provides you with different No other dealer, salesperson or inconsistent information, you should other person is authorized to give any information or to represent anything not rely on it. The distribution of this prospectus supplement and sale of these securities in certain jurisdictions may be restricted by law. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. Persons in possession of this prospectus supplement or the accompanying prospectus are required to inform themselves about and observe any such restrictions. This prospectus supplement and the accompanying prospectus are not, and under no circumstances are to be construed as, an advertisement or a public offering of securities in Israel. Any public offer or sale of securities in Israel may be made only in accordance with the Israeli Securities Law, 5728-1968, or the Securities Law (which requires, among other things, the filing of a prospectus in Israel or an exemption therefrom). The information contained in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, and in prospectus or any related free writing prospectus that we may authorize to be provided to you. You must not rely on any unauthorized information or representation. This prospectus supplement is an offer to sell only our Common Stock offered hereby and only under circumstances and in jurisdictions where it is lawful to do so. You should assume that the information in this prospectus supplement and the accompanying prospectus or any related free writing prospectus is accurate only as of the date on the front of the document and that any information we have authorized for use in connection with this offering, incorporated by reference is accurate only as of the date of those respective documents the document incorporated by reference, regardless of the time of delivery of this prospectus supplement or and the accompanying prospectus or when any related free writing prospectus, or any sale of our securities occursCommon Stock. Our business, financial condition, results of operations and prospects may have changed since those dates. You should read this prospectus supplement, the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, in their entirety, before making an investment decision. You should also read and consider the information in the documents to which we have referred you in the sections of this prospectus supplement entitled “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.” This prospectus supplement and the accompanying prospectus contain contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated herein by reference as exhibits to the registration statementstatement of which this prospectus supplement is a part, and you may obtain copies of those documents as described below under the section entitled heading “Where You Can Find More Information.” As used in this prospectus supplement, the terms “we”, “us”, “our”, “Company”, “Monopar Therapeutics” and “Monopar” refer to Monopar Therapeutics Inc., a Delaware corporation. We further note own or have rights to trademarks or trade names that we use in conjunction with the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state operation of our affairsbusiness. Certain figures included Each trademark, trade name or service mark of any other company appearing in this prospectus supplement have been subject or the accompanying prospectus belongs to rounding adjustmentsits holder. AccordinglyUse or display by us of other parties’ trademarks, figures shown as totals in certain tables may trade names or service marks is not be an arithmetic aggregation of the figures that precede them. As used hereinintended to and does not imply a relationship with, and unless the context suggests otherwiseor endorsement or sponsorship by us of, the terms “Evogene,” “we,” “us,” “our,” “our company” and “the company” refer to Evogene Ltd. and its consolidated subsidiariestrademark, consisting of AgPlenus Ltd., Biomica Ltd., Canonic Ltd., Casterra Ag Ltd., Evogene Inc., Lavie Bio Ltd. and their consolidated subsidiaries. References to “dollar” and “$” are to U.S. dollars, the lawful currency of the United States, and references to “NIS” are to New Israeli Shekels, the lawful currency of the State of Israel. References to our “ordinary shares” trade name or “shares” refer to our ordinary shares, par value NIS 0.02 per share. References to our “2019 annual report” refer to our Annual Report on Form 20-F for the year ended December 31, 2019, which we filed with the SEC on April 27, 2020service mark owner.
Appears in 1 contract
Samples: Sales Agreement
