Common use of PROSPECTUS SUPPLEMENT SUMMARY Clause in Contracts

PROSPECTUS SUPPLEMENT SUMMARY. This summary highlights selected information about us, this offering and selected information contained elsewhere in or incorporated by reference into this prospectus supplement or the accompanying prospectus. This summary is not complete and does not contain all of the information you should consider before deciding whether to invest in our ordinary shares. You should read the entire prospectus supplement and the accompanying prospectus carefully, including “Risk Factors” on page S-6 and in the accompanying prospectus on page 3, and the information incorporated by reference in this prospectus supplement and the accompanying prospectus, before making an investment decision. Our Company Our Business Evogene is a leading computational biology company focused on revolutionizing product discovery and development in multiple life-science based industries, including human health and agriculture, through the use of our broadly applicable Computational Predictive Biology (CPB) platform. The CPB platform, incorporating a deep understanding of biology leveraged through the power of Big Data and Artificial Intelligence, has been designed to computationally discover and uniquely guide the development of life-science products based on microbes, small molecules and genetic elements. Utilizing the CPB platform, Evogene and its subsidiaries are now advancing product pipelines for human microbiome-based therapeutics through Biomica Ltd., medical cannabis through Canonic Ltd., ag-biologicals through Lavie Bio Ltd., ag-chemicals through AgPlenus Ltd., and ag-solutions for castor oil production through Casterra Ltd. The foregoing information about us is a summary and is not intended to be comprehensive. For additional information about our business, you should refer to the information under the heading “Incorporation of Documents by Reference.” Before making an investment decision, you should read the entire prospectus supplement and the accompanying prospectus, and our other filings with the SEC, including those filings incorporated herein and therein by reference, carefully, including the sections entitled “Risk Factors” and “Forward-Looking Statements.” Corporate Information Our registered office and principal place of business is located at Park Rehovot, P.O.B. 0000, Xxxx Xxxxx 0000000, Israel, and our telephone number in Israel is +000 (0) 000-0000. Our website address is xxxx://xxx.xxxxxxx.xxx. We have included our website address in this prospectus supplement solely as an inactive textual reference. Our registered agent in the United States is Xxxxxxx & Associates, whose address is 00 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 XXX. THE OFFERING Ordinary shares offered by us Ordinary shares having an aggregate offering price of up to $28,000,000. Ordinary shares outstanding immediately after the offering 41,855,363 ordinary shares, assuming sales of 5,363,984 ordinary shares in this offering at an assumed offering price of $5.22 per share, which was the last reported sale price of our ordinary shares on Nasdaq on January 12, 2021. The actual number of ordinary shares issued will vary depending on how many ordinary shares we choose to sell and the prices at which such sales occur. Manner of distribution “At-the-market offering” that may be made from time to time through our sales agent, Xxxxxx. See “Plan of Distribution” on page S-10 of this prospectus supplement. Use of proceeds We currently intend to use the net proceeds from this offering to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposes. See “Use of Proceeds” on page S-7. Risk factors Investment in our ordinary shares involves a high degree of risk. See “Risk Factors” on page S-6 of this prospectus supplement and on page 3 of the accompanying prospectus and under similar sections in the documents we incorporate by reference into this prospectus supplement and the accompanying prospectus for a discussion of factors you should consider carefully before making an investment decision. Trading Our ordinary shares are traded on Nasdaq and TASE under the symbol “EVGN.” The number of ordinary shares that will be outstanding immediately after this offering as shown above is based on 36,491,379 ordinary shares outstanding as of January 12, 2021. The number of ordinary shares outstanding as of January 12, 2021, excludes 4,022,945 ordinary shares issuable upon the exercise of options outstanding as of such date, at a weighted average exercise price of $6.31 per ordinary share and 1,704,586 ordinary shares reserved for future issuance under our incentive plans.

PROSPECTUS SUPPLEMENT SUMMARY. This summary highlights selected information about us, this offering and selected information contained appearing elsewhere in or incorporated by reference into this prospectus supplement or supplement, in the accompanying prospectus, and in the documents we incorporated by reference. This summary is not complete and does not contain all of the information that you should consider before deciding whether to invest investing in our ordinary shares. You should read the entire common stock pursuant to this prospectus supplement and supplement, the accompanying prospectus carefully, including “Risk Factors” on page S-6 and any free writing prospectus that we have authorized for use in the accompanying prospectus on page 3, and the information incorporated by reference in connection with this prospectus supplement and the accompanying prospectus, before making an investment decisionoffering. Our Company Our Business Evogene is a leading computational biology company focused on revolutionizing product discovery and development in multiple life-science based industries, including human health and agriculture, through the use of our broadly applicable Computational Predictive Biology (CPB) platform. The CPB platform, incorporating a deep understanding of biology leveraged through the power of Big Data and Artificial Intelligence, has been designed to computationally discover and uniquely guide the development of life-science products based on microbes, small molecules and genetic elements. Utilizing the CPB platform, Evogene and its subsidiaries are now advancing product pipelines for human microbiome-based therapeutics through Biomica Ltd., medical cannabis through Canonic Ltd., ag-biologicals through Lavie Bio Ltd., ag-chemicals through AgPlenus Ltd., and ag-solutions for castor oil production through Casterra Ltd. The foregoing information about us is a summary and is not intended to be comprehensive. For additional information about our business, you should refer to the information under the heading “Incorporation of Documents by Reference.” Before making an investment decision, to fully understand this offering and its consequences to you, you should carefully read the this entire prospectus supplement and the accompanying prospectus, and our other filings with the SEC, including those filings incorporated herein and therein by reference, carefully, including the sections entitled section titled “Risk Factors” and “Forward-Looking Statements.” Corporate Information Our registered office the financial statements and principal place of business is located at Park Rehovot, P.O.B. 0000, Xxxx Xxxxx 0000000, Israel, and our telephone number in Israel is +000 (0) 000-0000. Our website address is xxxx://xxx.xxxxxxx.xxx. We have included our website address in this prospectus supplement solely as an inactive textual reference. Our registered agent in the United States is Xxxxxxx & Associates, whose address is 00 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 XXX. THE OFFERING Ordinary shares offered by us Ordinary shares having an aggregate offering price of up to $28,000,000. Ordinary shares outstanding immediately after the offering 41,855,363 ordinary shares, assuming sales of 5,363,984 ordinary shares in this offering at an assumed offering price of $5.22 per share, which was the last reported sale price of our ordinary shares on Nasdaq on January 12, 2021. The actual number of ordinary shares issued will vary depending on how many ordinary shares we choose to sell related notes and the prices at which such sales occur. Manner of distribution “At-the-market offering” other information that may be made from time to time through our sales agent, Xxxxxx. See “Plan of Distribution” on page S-10 of this prospectus supplement. Use of proceeds We currently intend to use the net proceeds from this offering to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposes. See “Use of Proceeds” on page S-7. Risk factors Investment in our ordinary shares involves a high degree of risk. See “Risk Factors” on page S-6 of this prospectus supplement and on page 3 of the accompanying prospectus and under similar sections in the documents we incorporate by reference into herein, as well as the information included in any free writing prospectus that we have authorized for use in connection with this offering. Unless the context indicates otherwise, as used in this prospectus supplement supplement, the terms “ImmunityBio,” “the company,” “we,” “us” and “our” refer to ImmunityBio, Inc. and its subsidiaries. Our Business ImmunityBio, Inc. is a clinical-stage biotechnology company developing next-generation therapies and vaccines that complement, harness, and amplify the immune system to defeat cancers and infectious diseases. We strive to be a vertically-integrated immunotherapy company designing and manufacturing our products so they are more effective, accessible, more conveniently stored, and more easily administered to patients. Our broad immunotherapy and cell therapy platforms are designed to attack cancer and infectious pathogens by activating both the innate immune system—natural killer (NK) cells, dendritic cells, and macrophages—and the accompanying prospectus adaptive immune system—B cells and T cells—in an orchestrated manner. The goal of this potentially best-in-class approach is to generate immunogenic cell death thereby eliminating rogue cells from the body whether they are cancerous or virally infected. Our ultimate goal is to employ this approach to establish an “immunological memory” that confers long-term benefit for a discussion of factors you should consider carefully before making an investment decisionthe patient. Trading Our ordinary shares are traded on Nasdaq and TASE under the symbol “EVGN.” The number of ordinary shares that will be outstanding immediately after this offering as shown above business is based on 36,491,379 ordinary shares outstanding the foundation of multiple platforms that collectively act on the entire immune response with the goal of targeted, durable, coordinated, and safe immunity against disease. These platforms and their associated product candidates are designed to overcome the limitations of the current standards of care in oncology and infectious diseases, such as checkpoint inhibitors and antiretroviral therapies. We believe that we have established one of January 12the most comprehensive portfolios of immunotherapy and vaccine platforms, 2021which includes: Our platforms include 8 first-in-human therapeutic agents that are currently being studied in 27 clinical trials—18 of which are in Phase 2 or 3 development—across 13 indications in liquid and solid tumors, including bladder, pancreatic and lung cancers. The These are among the most frequent and lethal cancer types for which there are high failure rates for existing standards of care or, in some cases, no available effective treatment. In infectious disease, our pipeline currently targets such pathogens as the novel strain of the coronavirus (SARS-CoV-2) and human immunodeficiency virus (HIV). We believe SARS-CoV-2 currently lacks a vaccine that provides long-term protection against the virus, particularly its variants, while HIV affects tens of millions of people globally and currently has no known cure. We believe that our innovative approach to orchestrate and combine therapies for optimal immune system response will become a therapeutic foundation across multiple clinical indications. Additionally, we believe that data from multiple clinical trials indicates N-803 (Anktiva™) has broad potential to enhance the activity of therapeutic monoclonal antibodies (mAbs), including checkpoint inhibitors (e.g., Keytruda), across a wide range of tumor types. Anktiva is currently being studied in 21 clinical trials (both ImmunityBio and investigator-sponsored) across 13 indications. Although such designations may not lead to a faster development process or regulatory review and may not increase the likelihood that a product candidate will receive approval, N-803, ImmunityBio’s novel antibody cytokine fusion protein, has received Breakthrough Therapy and Fast Track designations in combination with bacillus Xxxxxxxx-Xxxxxx (BCG) from the United States (U.S.) Food and Drug Administration (FDA) for BCG-unresponsive non-muscle invasive bladder cancer (NMIBC) carcinoma in situ (CIS). On May 23, 2022, we announced the submission of a BLA to the FDA for N-803 plus BCG for the treatment of BCG-unresponsive NMIBC CIS with or without Ta or T1 disease. We have established Good Manufacturing Practice (GMP) manufacturing capacity at scale with cutting-edge cell manufacturing expertise and ready-to-scale facilities, as well as extensive and seasoned research and development (R&D), clinical trial, and regulatory operations, and development teams. Our Strategy We seek to become the leading global immunological therapeutics company by creating the next generation of immunotherapies to address serious unmet needs within oncology and infectious diseases. To achieve this goal, the key elements of our strategy include: • advancing the approval and commercialization of our lead antibody cytokine fusion protein, Anktiva, as an integral component of immunotherapy combinations, including those with checkpoint inhibitors; • continuously scrutinizing our clinical pipeline and assessing our strategic priorities to maximize opportunities for regulatory approval and to meet unmet medical needs; • accelerating our immunotherapy platform and product candidates with registrational intent to address difficult-to-treat oncological and infectious disease indications; • continuing to prospect, license, and acquire technologies to complement and strengthen our platforms and product candidates, both as single agent and combination therapies, in order to activate and coordinate the innate and adaptive immune system to generate cellular memory against multiple tumor types and infectious diseases; • optimizing investment in our discovery, development, and manufacturing capabilities for our next-generation targeted antibody cytokine fusion proteins and vaccine candidates, as well as for cell therapies; • advancing our formulations and delivery mechanisms to make our promising biotechnology product candidates available to the broadest population possible; and • cultivating new and expanding existing collaborations for our multi-stage pipeline to efficiently scale globally. Intellectual Property For information related to our intellectual property please refer to our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 1, 2022 under Part I, Item 1. “Business—Intellectual Property” and “Business—Collaboration and License Agreements.” Human Capital Our Human Capital Talent Strategy relies on attracting, retaining and developing top talent that align with our culture and mission to “outsmart your disease.” We promote a culture that is focused on delivering treatments utilizing natural immunities, and we seek to harness our science first focus to deliver solutions to patients and families. As of March 31, 2022, we had 688 employees located in our offices in Southern California, Washington, Colorado, Florida, North Carolina, Massachusetts, and Italy. We have not been subject to labor action or union activities, and our management considers its relationships with employees to be good. We believe that fostering a workplace that celebrates differences and strengths creates an environment that supports the inclusion and value of diverse thoughts, backgrounds and perspectives. A well rounded culture allows for ongoing dialogue and discussions that challenge the status quo and create a learning environment that supports diversity, equity and inclusion. As part of our commitment we continue to encourage a culture where employees can freely ask questions and raise concerns. Our annual performance review process helps support our commitment to develop and retain top talent by providing an opportunity to have open dialogue, establish goals, discuss milestones and continue to engage in opportunities to develop and cultivate the talent. Additionally, our management team makes themselves available to all employees including 1:1s, Department Meetings and Town Hall events. Our ongoing success will continue to depend on our ability to attract, engage and retain top talent in an ever growing competitive market. We offer a competitive compensation package to help meet the needs of our employees. In addition to salaries, these programs include annual bonuses, stock awards, a 401(k) plan, healthcare and insurance benefits, flexible spending accounts, paid time off, family leave, flexible work schedules, an employee assistance program, among others. We work to ensure pay equity by assessing our compensation practices and working with external benchmarks and compensation consultants to design and benchmark our programs. Our ongoing response to the COVID-19 pandemic, which complies with government orders in all the states and counties where we operate, focuses on employee health and wellness. We implemented a number of ordinary shares outstanding health-related measures over the past two years. We continue to support a general work from home policy and restrict on-site access to essential employees such as of January 12laboratory personnel, 2021increasing hygiene, excludes 4,022,945 ordinary shares issuable upon the exercise of options outstanding as of such datecleaning and sanitizing procedures at our office and laboratory facilities, at a weighted average exercise price of $6.31 per ordinary share requiring face masks be worn while on company premises, and 1,704,586 ordinary shares reserved for future issuance under our incentive plansimplementing temperature checks and COVID-19 testing requirements in order to enter company facilities.

PROSPECTUS SUPPLEMENT SUMMARY. This summary highlights selected information about uscontained in other parts of this prospectus supplement, the accompanying prospectus or information incorporated by reference herein or therein from our filings with the SEC, listed in the section of the prospectus entitled “Incorporation of Certain Information by Reference.” Because it is only a summary, it does not contain all of the information that you should consider before purchasing our securities in this offering and selected it is qualified in its entirety by, and should be read in conjunction with, the more detailed information contained appearing elsewhere in or incorporated by reference into this prospectus supplement or and the accompanying prospectus. This summary is not complete and does not contain all of the information you should consider before deciding whether to invest in our ordinary shares. You should read the entire prospectus, the registration statement of which this prospectus supplement and the accompanying prospectus carefully, including “Risk Factors” on page S-6 and in the accompanying prospectus on page 3are a part, and the information incorporated by reference herein in their entirety, including the “Risk Factors” and our financial statements and the related notes incorporated by reference into this prospectus supplement and the accompanying prospectus, before making an investment decisionpurchasing our securities in this offering. Our Company Our Business Evogene is Overview We are a leading computational biology biopharmaceutical company focused on revolutionizing product discovery and development in multiple life-science based industries, including human health and agriculture, through the use of our broadly applicable Computational Predictive Biology (CPB) platform. The CPB platform, incorporating a deep understanding of biology leveraged through the power of Big Data and Artificial Intelligence, has been designed to computationally discover and uniquely guide the development and commercialization of life-science products based on microbesnovel medicines for patients with central nervous system, small molecules and genetic elements. Utilizing the CPB platformor CNS, Evogene and its subsidiaries are now advancing product pipelines for human microbiome-based therapeutics through Biomica Ltd., medical cannabis through Canonic Ltd., ag-biologicals through Lavie Bio Ltd., ag-chemicals through AgPlenus Ltd., and ag-solutions for castor oil production through Casterra Ltd. The foregoing information about us is a summary and is not intended to be comprehensive. For additional information about our business, you should refer to the information under the heading “Incorporation of Documents by Reference.” Before making an investment decision, you should read the entire prospectus supplement and the accompanying prospectus, and our other filings with the SEC, including those filings incorporated herein and therein by reference, carefully, including the sections entitled “Risk Factors” and “Forward-Looking Statements.” Corporate Information Our registered office and principal place of business is located at Park Rehovot, P.O.B. 0000, Xxxx Xxxxx 0000000, Israel, and our telephone number in Israel is +000 (0) 000-0000disorders. Our website address is xxxx://xxx.xxxxxxx.xxx. We have included our website address in this prospectus supplement solely as an inactive textual reference. Our registered agent in lead product, OLINVYK™ (oliceridine) injection, or OLINVYK, was approved by the United States Food and Drug Administration, or the FDA, on August 7, 2020. OLINVYK is Xxxxxxx & Associatesindicated in adults for the management of acute pain severe enough to require an intravenous opioid analgesic and for whom alternative treatments are inadequate. OLINVYK is an opioid agonist that is the first new chemical entity, whose address is 00 Xxxxxxx Xxxxxxor NCE, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 XXX. THE OFFERING Ordinary shares offered by us Ordinary shares having an aggregate offering price of up to $28,000,000. Ordinary shares outstanding immediately after the offering 41,855,363 ordinary shares, assuming sales of 5,363,984 ordinary shares in this offering at an assumed offering price IV drug class in decades and offers a differentiated profile that addresses a significant unmet need in the acute pain management landscape. OLINVYK delivers IV opioid efficacy with a rapid 2-5 minute onset of $5.22 per shareaction. In addition, OLINVYK requires no dosage adjustments in patients with renal impairment, a large patient population with significant medical complications. On October 30, 2020, we announced that the U.S. Drug Enforcement Administration, or DEA, placed oliceridine into Schedule II of the Controlled Substances Act. In November 2020, OLINVYK was made available for commercial distribution. Using our proprietary product platform, we also have identified and are developing the following product candidates: • TRV027: We are developing TRV027, a novel AT1 receptor selective agonist, for the treatment of acute lung injury contributing to acute respiratory distress syndrome, or ARDS, and abnormal blood clotting in patients with COVID-19. In a COVID-19 infection, the SARS-coronavirus-2 binds to and removes the ACE2 protein in the lungs, causing elevated levels of angiotensin II. This drives overactivation of the AT1 receptor resulting in downstream acute lung injury, which can lead to ARDS, and abnormal blood clotting, which can lead to pulmonary embolisms and strokes. TRV027 potentially counteracts the disproportionate levels of angiotensin II, by competitively binding to and rebalancing AT1 receptor activation. Additionally, its unique mechanism of action preferentially engages the signaling pathway to promote reparative effects on lung tissue. In June 2020, we announced a collaboration with Imperial College London, or the ICL, to study TRV027 in a randomized, placebo-controlled study in approximately 60 COVID-19 patients. The primary endpoint is a coagulation cascade biomarker, which serves as a surrogate for measuring the effect of TRV027 on adverse health outcomes associated with increased mortality in COVID-19 infections. In August 2020, we announced that ICL has initiated a proof-of-concept study for TRV027 in COVID-19 patients. ICL is sponsoring and funding this study, with additional support from the British Heart Foundation. We expect to report topline data in the first quarter of 2021. TRV027 has previously been studied in 691 individuals. It has demonstrated efficacy, potency, and selectivity at the AT1 receptor in nonclinical studies and has a well-characterized pharmacokinetic profile. In previous clinical trials, there was a low dropout rate associated with TRV027, and no significant safety issues were reported. • TRV250: We are developing TRV250, a G-protein biased delta-opioid receptor, or DOR, agonist as a compound with a potential first-in-class novel mechanism for the last reported sale price treatment of acute migraine. TRV250 also may have utility in a range of other central nervous system, or CNS, indications. Because TRV250 selectively targets the DOR, we believe it will not have the addiction liability of conventional opioids or have other mu-opioid related adverse effects like respiratory depression and constipation. In June 2018, we announced the completion of our ordinary shares on Nasdaq on January 12first-in-human Phase 1 study of TRV250. Data from this healthy volunteer study showed a favorable tolerability profile and pharmacokinetics supporting the advancement of TRV250 to proof-of-concept evaluation in patients, which we initiated in November 2019. The study protocol required subjects to be monitored in an in-patient setting for 24 hours, and due to global COVID-19 pandemic, we paused enrolment in March 2020 and terminated the study in August 2020. We continue to investigate alternative development plans for TRV250 and our DOR program, and we expect to re-initiate clinical studies in the second half of 2021. The actual number • TRV734: We also have identified and have completed the initial Phase 1 studies for TRV734, a NCE, targeting the same novel mechanism of ordinary shares issued will vary depending action at the mu-opioid receptor, or MOR, as OLINVYK. TRV734 was designed to be orally available, and its mechanism of action suggests it may offer valuable benefits for two distinct areas of important unmet medical need: acute and chronic pain, and maintenance-assisted therapy for patients with opioid use disorder, or OUD. We are collaborating with the National Institute on how many ordinary shares we choose to sell and the prices at which such sales occur. Manner of distribution “At-the-market offering” that may be made from time to time through our sales agentDrug Abuse, Xxxxxx. See “Plan of Distribution” on page S-10 of this prospectus supplement. Use of proceeds We currently intend to use the net proceeds from this offering to further develop our and our subsidiaries’ product pipelinesor NIDA, to further enhance evaluate TRV734 for the management of OUD, and expand NIDA initiated a proof-of-concept study for this indication in December 2019. On March 26, 2020, we announced that due to the global COVID-19 pandemic, enrollment has been paused in this trial. We intend to continue to focus our CPB platform efforts for TRV734 on securing a development and commercialization partner for working capital and general corporate purposes. See “Use of Proceeds” on page S-7. Risk factors Investment in our ordinary shares involves a high degree of risk. See “Risk Factors” on page S-6 of this prospectus supplement and on page 3 of the accompanying prospectus and under similar sections in the documents we incorporate by reference into this prospectus supplement and the accompanying prospectus for a discussion of factors you should consider carefully before making an investment decision. Trading Our ordinary shares are traded on Nasdaq and TASE under the symbol “EVGNasset.” The number of ordinary shares that will be outstanding immediately after this offering as shown above is based on 36,491,379 ordinary shares outstanding as of January 12, 2021. The number of ordinary shares outstanding as of January 12, 2021, excludes 4,022,945 ordinary shares issuable upon the exercise of options outstanding as of such date, at a weighted average exercise price of $6.31 per ordinary share and 1,704,586 ordinary shares reserved for future issuance under our incentive plans.

PROSPECTUS SUPPLEMENT SUMMARY. This summary highlights selected information about us, this offering and selected information contained elsewhere in or incorporated by reference into this prospectus supplement or and the accompanying prospectusprospectus and in the documents we incorporate by reference herein and therein. This summary is not complete and does not contain all of the information you should consider before deciding whether to invest investing in our ordinary shares. You should read the this entire prospectus supplement and the accompanying prospectus carefully, including especially the risks of investing in our ordinary shares discussed under “Risk Factors” in this prospectus supplement and under “Risk Factors” in our Annual Report on page S-6 Form 10-K for the fiscal year ended December 31, 2020 and in our Quarterly Report on Form 10-Q for the accompanying prospectus on page 3quarterly period ended March 31, 2021, along with our consolidated financial statements and notes to those consolidated financial statements and the other information incorporated by reference in this prospectus supplement and the accompanying prospectus, before making deciding to invest in our ordinary shares. Overview of Nabriva Therapeutics plc We are a biopharmaceutical company engaged in the commercialization and research and development of novel anti-infective agents to treat serious infections. We have received U.S. Food and Drug Administration, or the FDA, approval for XENLETA (lefamulin injection, lefamulin tablets), the first systemic pleuromutilin antibiotic for community-acquired bacterial pneumonia. We also are developing CONTEPO (fosfomycin) for injection, an investment decisionepoxide antibiotic for complicated urinary tract infections, or cUTI, including acute pyelonephritis. We have entered into an exclusive agreement with subsidiaries of Merck & Co., Inc. pursuant to which we licensed the right, subject to specified conditions, to promote, distribute and sell SIVEXTRO for acute bacterial skin and skin structure infections caused by certain susceptible Gram-positive microorganisms in the United States and its territories. On December 19, 2019, we resubmitted to the FDA our new drug application, or NDA, for marketing approval of CONTEPO for the treatment of cUTI in adults. The FDA acknowledged the resubmission in January 2020 and issued a second complete response letter on the NDA for CONTEPO on June 19, 2020. On October 30, 2020, we participated in a Type A Meeting with the FDA to obtain information related to the FDA’s pending conduct of inspections of foreign manufacturers during the COVID-19 pandemic. On April 14, 2021 the FDA issued industry guidance on remote interactive evaluations of drug manufacturing and bioresearch monitoring facilities during COVID-19 specifying that when it cannot perform a Pre-Approval Inspection, or PAI, or a Pre-License Inspection, or PLI, or when the FDA determines that it would be useful to supplement a planned inspection, the agency will consider using tools other than a physical inspection and select the most appropriate method to address the specific risks that justify the need for the PAI or PLI. On April 5, 2021, the FDA granted our request for an extension of the potential CONTEPO NDA resubmission until June 2022 and as a result, we are currently assessing the impact of the guidance and awaiting further clarity from the FDA before determining specific timing of the potential resubmission. Our Company Our Business Evogene is a leading computational biology company focused on revolutionizing product discovery and development in multiple life-science based industries, including human health and agriculture, through the use of our broadly applicable Computational Predictive Biology (CPB) platform. The CPB platform, incorporating a deep understanding of biology leveraged through the power of Big Data and Artificial Intelligence, has been designed to computationally discover and uniquely guide the development of life-science products based on microbes, small molecules and genetic elements. Utilizing the CPB platform, Evogene and its subsidiaries are now advancing product pipelines for human microbiome-based therapeutics through Biomica Ltd., medical cannabis through Canonic Ltd., ag-biologicals through Lavie Bio Ltd., ag-chemicals through AgPlenus Ltd., and ag-solutions for castor oil production through Casterra Ltd. The foregoing information about us is a summary and is not intended to be comprehensive. For additional information about our business, you should refer to the information under the heading “Incorporation of Documents by Reference.” Before making an investment decision, you should read the entire prospectus supplement and the accompanying prospectus, and our other filings with the SEC, including those filings incorporated herein and therein by reference, carefully, including the sections entitled “Risk Factors” and “Forward-Looking Statements.” Corporate Information Our registered office predecessor was formed in October 2005 in Austria under the name Xxxxxx Xxxxxxxxxxxxxxxxxxxxxxx GmbH, a limited liability company organized under Austrian law, as a spin-off from Sandoz GmbH. In February 2006, our predecessor changed its name to Nabriva Therapeutics Forschungs GmbH and commenced operations. In 2007, our predecessor transformed into an Austrian stock corporation (Aktiengesellschaft) under the name Nabriva Therapeutics AG, or Nabriva Austria. On March 1, 2017, we were incorporated in Ireland under the name Hyacintho 2 plc, and were renamed Nabriva Therapeutics plc on April 10, 2017, in order to facilitate the change of the jurisdiction of incorporation of the ultimate holding company of the Nabriva Austria group of companies from Austria to Ireland. On June 23, 2017, we became the successor issuer to Nabriva Austria for certain purposes under both the Securities Act of 1933, as amended, or the Securities Act, and the Securities Exchange Act of 1934, as amended, or the Exchange Act. Such succession occurred following the conclusion of a tender offer related to the exchange of American Depositary Shares and common shares of Nabriva Austria for our ordinary shares, which resulted in our becoming the ultimate holding company of Nabriva Austria (the predecessor registrant and former ultimate holding company) and its subsidiaries, which we refer to as the Redomiciliation. Our principal place of business is executive offices are located at Park Rehovot00-00 Xxxxx Xxxx Xxxx, P.O.B. 0000Xxxxxx 0, Xxxx Xxxxx 0000000, Israel, Xxxxxxx and our telephone number in Israel is +000 0 000 0000. Our U.S. operations are conducted by our wholly-owned subsidiary Nabriva Therapeutics US, Inc., a Delaware corporation established in August 2014 and located at 000 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxx Xxxxxxxxxx, XX 00000, and its telephone number is (0000) 000-0000. Our website address is xxxx://xxx.xxxxxxx.xxxxxx.xxxxxxx.xxx. The information contained on, or that can be accessed through, our website is not a part of this prospectus supplement or the accompanying prospectus. We have included our website address in this prospectus supplement and the accompany prospectus solely as an inactive textual reference. Our registered agent in the United States is Xxxxxxx & Associates, whose address is 00 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 XXX. THE OFFERING Ordinary shares offered by us Ordinary shares having an aggregate offering price of up to $28,000,000. Ordinary shares outstanding immediately after the offering 41,855,363 ordinary shares, assuming sales of 5,363,984 ordinary shares in this offering at an assumed offering price of $5.22 per share, which was the last reported sale price of our ordinary shares on Nasdaq on January 12, 2021. The actual number of ordinary shares issued will vary depending on how many ordinary shares we choose to sell and the prices at which such sales occur. Manner of distribution “At-the-market offering” that may be made from time to time through our sales agent, Xxxxxx. See “Plan of Distribution” on page S-10 of this prospectus supplement. Use of proceeds We currently intend to use the net proceeds from this offering to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposes. See “Use of Proceeds” on page S-7. Risk factors Investment in our ordinary shares involves a high degree of risk. See “Risk Factors” on page S-6 of this prospectus supplement and on page 3 of the accompanying prospectus and under similar sections in the documents we incorporate by reference into this prospectus supplement and the accompanying prospectus for a discussion of factors you should consider carefully before making an investment decision. Trading Our ordinary shares are traded on Nasdaq and TASE under the symbol “EVGN.” The number of ordinary shares that will be outstanding immediately after this offering as shown above is based on 36,491,379 ordinary shares outstanding as of January 12, 2021. The number of ordinary shares outstanding as of January 12, 2021, excludes 4,022,945 ordinary shares issuable upon the exercise of options outstanding as of such date, at a weighted average exercise price of $6.31 per ordinary share and 1,704,586 ordinary shares reserved for future issuance under our incentive plans.

PROSPECTUS SUPPLEMENT SUMMARY. This The information below is only a summary highlights selected of more detailed information about us, this offering and selected information contained elsewhere in or incorporated by reference into in this prospectus supplement or and the accompanying prospectus. This summary is not complete and does not contain all of the information that you should consider before deciding whether to invest investing in our ordinary sharescommon stock. You should read the entire prospectus supplement and the accompanying prospectus carefully, as well as the additional materials described under the caption “Where You Can Find More Information” in this prospectus supplement as well those materials described under the caption “Where You Can Find More Information, Incorporation by Reference” in the accompanying prospectus, including “Risk Factors” beginning on page S-6 and in the accompanying prospectus on page 3, and the information incorporated by reference in S-3 of this prospectus supplement and the accompanying prospectus, before making an investment decision. Our Company Our Business Evogene is a leading computational biology company focused on revolutionizing product discovery and development in multiple life-science based industries, including human health and agriculture, through the use of our broadly applicable Computational Predictive Biology (CPB) platform. The CPB platform, incorporating a deep understanding of biology leveraged through the power of Big Data and Artificial Intelligence, has been designed to computationally discover and uniquely guide the development of life-science products based on microbes, small molecules and genetic elements. Utilizing the CPB platform, Evogene and its subsidiaries are now advancing product pipelines for human microbiome-based therapeutics through Biomica Ltd., medical cannabis through Canonic Ltd., ag-biologicals through Lavie Bio Ltd., ag-chemicals through AgPlenus Ltd., and ag-solutions for castor oil production through Casterra Ltd. The foregoing information about us is a summary and is not intended to be comprehensive. For additional information about our business, you should refer to the information under the heading “Incorporation of Documents by Reference.” Before making an investment decision, you should read the entire prospectus supplement and the accompanying prospectus, and our other filings with the SEC, including those filings incorporated herein and therein by reference, carefully, including the sections entitled “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended February 26, 2022, “Risk Factors” in Part II, Item 1A of our Quarterly Reports on Form 10-Q for the quarterly periods ended August 27, 2022 and “ForwardNovember 26, 2022, Exhibit 99.1 to our Current Report on Form 8-Looking Statements.” Corporate Information K dated August 31, 2022, Exhibit 99.2 to our Current Report on Form 8-K dated October 18, 2022, Exhibit 99.3 to our Current Report on Form 8-K dated February 6, 2023 and Item 8.01 to our Current Report on Form 8-K dated February 7, 2023. Our registered Company We are an omni-channel retailer that makes it easy for our customers to feel at home. We sell a wide assortment of merchandise in the Home and Baby markets and operate under the names Bed Bath & Beyond and buybuy BABY. We offer a broad assortment of national brands and an assortment of proprietary Owned Brand merchandise in key destination categories including bedding, bath, kitchen food prep, home organization, indoor décor, baby and personal care. We operate a robust omni-channel platform consisting of various websites and applications and physical retail stores. Our e-commerce platforms include xxxxxxxxxxxxxxxx.xxx and xxxxxxxxxx.xxx. We operate Bed Bath & Beyond and buybuy BABY stores. Our principal executive office and principal place of business is located at Park Rehovot000 Xxxxxxx Xxxxxx, P.O.B. 0000Xxxxx, Xxxx Xxxxx 0000000, Israel, and our Xxx Xxxxxx 00000. Our main telephone number in Israel at that address is +000 (0000) 000-0000. Our corporate website address is xxxx://xxx.xxxxxxx.xxxxxx.xxxxxxxxxxxxxxxx.xxx. We have included The information contained on our website address in this prospectus supplement solely as an inactive textual reference. Our registered agent in the United States is Xxxxxxx & Associates, whose address is 00 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 XXX. THE OFFERING Ordinary shares offered by us Ordinary shares having an aggregate offering price of up to $28,000,000. Ordinary shares outstanding immediately after the offering 41,855,363 ordinary shares, assuming sales of 5,363,984 ordinary shares in this offering at an assumed offering price of $5.22 per share, which was the last reported sale price of our ordinary shares on Nasdaq on January 12, 2021. The actual number of ordinary shares issued will vary depending on how many ordinary shares we choose to sell and the prices at which such sales occur. Manner of distribution “At-the-market offering” or that may can be made from time to time accessed through our sales agent, Xxxxxx. See “Plan of Distribution” on page S-10 of website will not be deemed to be incorporated into this prospectus supplement. Use of proceeds We currently intend , and investors should not rely on any such information in deciding whether to use the net proceeds from this offering to further develop purchase our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposes. See “Use of Proceeds” on page S-7. Risk factors Investment in our ordinary shares involves a high degree of risk. See “Risk Factors” on page S-6 of this prospectus supplement and on page 3 of the accompanying prospectus and under similar sections in the documents we incorporate by reference into this prospectus supplement and the accompanying prospectus for a discussion of factors you should consider carefully before making an investment decision. Trading Our ordinary shares are traded on Nasdaq and TASE under the symbol “EVGNsecurities.” The number of ordinary shares that will be outstanding immediately after this offering as shown above is based on 36,491,379 ordinary shares outstanding as of January 12, 2021. The number of ordinary shares outstanding as of January 12, 2021, excludes 4,022,945 ordinary shares issuable upon the exercise of options outstanding as of such date, at a weighted average exercise price of $6.31 per ordinary share and 1,704,586 ordinary shares reserved for future issuance under our incentive plans.

PROSPECTUS SUPPLEMENT SUMMARY. This summary highlights selected certain information about us, this offering us and selected information contained elsewhere in or incorporated by reference into this prospectus supplement or the accompanying prospectussupplement. This summary is not complete and does not contain all of the information that you should consider before deciding whether to invest in our ordinary sharescommon stock. You should For a more complete understanding of our Company, we encourage you to read and consider carefully the entire more detailed information in this prospectus supplement and the accompanying prospectus carefullysupplement, including “Risk Factors” on page S-6 and in the accompanying prospectus on page 3, and the information incorporated by reference in this prospectus supplement and the accompanying prospectusinformation under the heading “Risk Factors” in this prospectus supplement, before making an investment decision. Our Company Our Business Evogene is Overview We are a leading computational biology clinical-stage pharmaceutical company focused on revolutionizing product discovery and development in multiple life-science based industries, including human health and agriculture, through the use of our broadly applicable Computational Predictive Biology (CPB) platform. The CPB platform, incorporating a deep understanding of biology leveraged through the power of Big Data and Artificial Intelligence, has been designed to computationally discover and uniquely guide the development of innovative and differentiated prescription therapeutics for debilitating skin diseases with a focus on our lead asset for the treatment of hyperhidrosis. Our executive management team and board of directors bring extensive experience in product development and global commercialization, having served in leadership roles at large global pharmaceutical companies and biotechs that have developed and/or launched successful products, including several that were first-in-class and/or achieved iconic status, such as Cialis®, Taltz®, Gemzar®, Prozac®, Cymbalta®, and Juvederm®. Our pivotal Phase 3 clinical-stage investigational product candidate, sofpironium bromide, is a new chemical entity that belongs to a class of medications called anticholinergics. Anticholinergics block the action of acetylcholine, a chemical that transmits signals within the nervous system that are responsible for a range of bodily functions, including activation of the sweat glands. Sofpironium bromide was retrometabolically designed. Retrometabolic drugs are designed to exert their action locally and are potentially rapidly metabolized to a less active form once absorbed into the blood. This proposed mechanism of action may allow for potentially highly effective doses to be used while limiting systemic side effects. We intend to develop sofpironium bromide as a potential best-in-class, self-administered, once daily, topical therapy for the treatment of primary axillary (underarm) hyperhidrosis. Hyperhidrosis is a life-science products based altering condition of sweating beyond what is physiologically necessary for thermoregulation of the body. It is believed to be caused by an overactive cholinergic response of the sweat glands and affects an estimated 15.3 million, or 4.8%, of the U.S. population. According to a 2016 update on microbesthe prevalence and severity of hyperhidrosis in the U.S. by Xxxxxxxxx et al., small molecules axillary hyperhidrosis, which is the targeted first potential indication for sofpironium bromide, is the most common occurrence of hyperhidrosis, affecting approximately 65% of patients, or an estimated 10 million individuals, in the U.S. We are currently developing sofpironium bromide in the U.S. for the treatment of primary axillary hyperhidrosis. In the fourth quarter of 2020, we initiated the pivotal Phase 3 program for sofpironium bromide, which is comprised of two pivotal Phase 3 clinical trials (Cardigan I and genetic elementsII) to evaluate the safety and efficacy of sofpironium bromide gel, 15% compared to vehicle (placebo) in approximately 350 subjects (per trial) aged nine years or older with primary axillary hyperhidrosis in the U.S. We expect to report topline results from the pivotal Phase 3 program in the fourth quarter of 2021. Utilizing If successful, the CPB platformresults from these studies are expected to form the basis of a prospective new drug application in the U.S. with the U.S. Food and Drug Administration for the treatment of primary axillary hyperhidrosis. Our Corporate Information Our corporate headquarters are located in Boulder, Evogene Colorado, where we occupy facilities totaling approximately 3,038 square feet under a lease agreement that expires in October 2021 and its subsidiaries are now advancing product pipelines includes two additional three-year renewal options. We use our current facilities primarily for human microbiomeresearch and development and general and administrative personnel. Our telephone number is (000) 000-based therapeutics through Biomica Ltd., medical cannabis through Canonic Ltd., ag-biologicals through Lavie Bio Ltd., ag-chemicals through AgPlenus Ltd.0000, and ag-solutions for castor oil production through Casterra Ltd. The foregoing information about us our website address is a summary and xxxxx://xxx.xxxxxxxxxxx.xxx. Information contained on our website is not intended to be comprehensive. For additional information about our businessa part of this prospectus supplement or the accompanying prospectus, you should refer not consider information contained on our website in deciding whether to purchase our securities and the information under inclusion of our website address in this prospectus supplement and the heading “Incorporation of Documents by Reference.” Before making accompanying prospectus is an investment decision, you should read the entire inactive textual reference only. This prospectus supplement and the accompanying prospectus, and our other filings with the SEC, including those filings incorporated herein and therein by reference, carefully, including the sections entitled “Risk Factors” documents incorporated by reference into this prospectus supplement and “Forward-Looking Statements.” Corporate Information Our registered office the accompanying prospectus, contain references to our trademarks and principal place of business is located at Park Rehovottrademarks belonging to other entities. Solely for convenience, P.O.B. 0000, Xxxx Xxxxx 0000000, Israel, trademarks and our telephone number in Israel is +000 (0) 000-0000. Our website address is xxxx://xxx.xxxxxxx.xxx. We have included our website address trade names referred to in this prospectus supplement solely as an inactive textual referenceand the accompanying prospectus, including the documents incorporated by reference into this prospectus supplement and the accompanying prospectus, 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 we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. Our registered agent in the United States is Xxxxxxx & AssociatesWe do not intend our use or display of other companies’ trade names or trademarks to imply a relationship with, whose address is 00 Xxxxxxx Xxxxxxor endorsement or sponsorship of us by, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 XXXany other company. THE OFFERING Ordinary shares Common stock offered by us Ordinary shares Shares of our common stock having an aggregate offering price of up to $28,000,000. Ordinary shares outstanding immediately after the offering 41,855,363 ordinary shares, assuming sales of 5,363,984 ordinary shares in this offering at an assumed offering price of $5.22 per share, which was the last reported sale price of our ordinary shares on Nasdaq on January 12, 2021. The actual number of ordinary shares issued will vary depending on how many ordinary shares we choose to sell and the prices at which such sales occur50.0 million. Manner of distribution offering “At-the-At the market offering” that may be made from time to time through the Agents, as our sales agent, Xxxxxxagents. See “Plan of Distribution” on page S-10 of in this prospectus supplementsupplement for a more complete description of the manner of offering. Use of proceeds We currently intend to use the net proceeds from of this offering to further develop our and our subsidiaries’ product pipelinesoffering, to further enhance and expand our CPB platform and if any, for working capital and general corporate purposes, which may include, but not be limited to, working capital, capital expenditures, the repayment or refinancing of indebtedness and other investments or business development opportunities. See “Use of Proceeds” on page S-7in this prospectus supplement for a more complete description of the intended use of proceeds from this offering. Risk factors Investment Investing in our ordinary shares securities involves a high degree of risksignificant risks. See Please read the information contained in or incorporated by reference under the heading “Risk Factors” beginning on page S-6 S-5 of this prospectus supplement and on page 3 of the accompanying prospectus supplement, and under similar sections headings in other documents filed after the documents we incorporate date hereof and incorporated by reference into this prospectus supplement and the accompanying prospectus for a discussion of factors you should consider carefully before making an investment decisionprospectus. Trading Our ordinary shares are traded on Nasdaq and TASE under the Capital Market symbol “EVGN.” The number of ordinary shares that will be outstanding immediately after this offering as shown above is based on 36,491,379 ordinary shares outstanding as of January 12, 2021. The number of ordinary shares outstanding as of January 12, 2021, excludes 4,022,945 ordinary shares issuable upon the exercise of options outstanding as of such date, at a weighted average exercise price of $6.31 per ordinary share and 1,704,586 ordinary shares reserved for future issuance under our incentive plans.BBI

PROSPECTUS SUPPLEMENT SUMMARY. This summary highlights selected certain information about us, this offering and selected information contained elsewhere in or incorporated by reference into this prospectus supplement or and the accompanying prospectus. This summary is not complete and does not contain all of the information that you should consider before deciding whether to invest in our ordinary sharesshares of common stock. You should carefully read the this entire prospectus supplement and the accompanying prospectus carefullyprospectus, including the information incorporated herein and therein, including the “Risk Factors” on page S-6 and in the accompanying prospectus on page 3, and the information incorporated by reference section contained in this prospectus supplement and the accompanying prospectusother documents incorporated by reference into this prospectus supplement. Overview Relmada Therapeutics, before making an investment decision. Our Company Our Business Evogene Inc. (“Relmada,” the “Company,” “we,” “us” or “our”) is a leading computational biology clinical-stage biotechnology company focused on revolutionizing product discovery and development in multiple life-science based industries, including human health and agriculture, through the use of our broadly applicable Computational Predictive Biology (CPB) platform. The CPB platform, incorporating a deep understanding of biology leveraged through the power of Big Data and Artificial Intelligence, has been designed to computationally discover and uniquely guide the development of lifed- methadone (“dextromethadone” or “REL-1017”), an N-science products based methyl-D-aspartate (“NMDA”) receptor antagonist. d-methadone is a new chemical entity (“NCE”) that potentially addresses areas of high unmet medical need in the treatment of central nervous system (“CNS”) diseases and other disorders. NMDA receptors are present in many parts of the central nervous system and play important roles in regulating neuronal activity. We believe that dextromethadone acting as an NMDA receptor antagonist can have potential applications in a number of disease indications which mitigates risk and offers significant upside. Our lead product candidate, d-methadone, is an NCE being developed as a rapidly acting, sustained effect oral agent for the treatment of depression and other potential indications. We have previously completed Phase 1 single and multiple ascending dose studies and on microbesOctober 15, small molecules 2019 we reported top-line data from study REL- 1017-202. This was a double-blind, placebo-controlled Phase 2 clinical trial evaluating the safety, tolerability and genetic elementsefficacy of two oral doses of REL-1017, 25 mg once a day and 50 mg once a day, as an adjunctive treatment in patients with major depressive disorder (“MDD”) who experienced an inadequate response to 1 to 3 adequate antidepressant treatments with an antidepressant medication. Utilizing In the CPB platformREL-1017-202 study, Evogene 62 subjects, average age 49.2 years, with an average Xxxxxxxx Depression Rating Scale score of 25.3 and its subsidiaries are now advancing product pipelines an average Xxxxxxxxxx- Xxxxxx Depression Rating Scale (“MADRS”) score of 34.0 (severe depression), were randomized. Other demographic characteristics were balanced across all arms. After an initial screening period, subjects were randomized to one of three arms: placebo, REL-1017 25 mg or REL-1017 50 mg, in addition to stable background antidepressant therapy. Subjects in the REL-1017 treatment arms received one loading dose of either 75 mg (25 mg arm) or 100 mg (50 mg arm) of REL-1017. Subjects were treated inpatient for human microbiome7 days and discharged home at Day 9. They returned for follow-based therapeutics up visits at Day 14 and Day 21. Efficacy was measured on Days 2, 4 and 7 in the dosing period and on Day 14, one week after treatment discontinuation. 61 subjects received all treatment doses and were included in the per-protocol population (PPP) treatment analysis; 57 subjects completed all visits. All 62 randomized subjects were part of the intention-to-treat (ITT) analysis. No differences were observed between the ITT and PPP analyses and results. Key findings: We observed that subjects in both the REL-1017 25 mg and 50 mg treatment groups experienced statistically significant improvement on all efficacy measures tested as compared to subjects in the placebo group, including: the MADRS; the Clinical Global Impression – Severity (CGI-S) scale; the Clinical Global Impression – Improvement (CGI-I) scale; and the Symptoms of Depression Questionnaire (SDQ). Improvements on the MADRS endpoint appeared on Day 4 in both REL-1017 dose groups and continued through Biomica Ltd.Day 7 and Day 14, medical cannabis through Canonic Ltd.seven days after treatment discontinuation, agwith P values< 0.03 and large effect sizes (a measure of quantifying the difference between two groups), ranging from 0.7 to 1.0. Similar findings emerged from the CGI-biologicals through Lavie Bio Ltd.S and CGI-I scales. LS = Least Squares; d = Xxxxx’x effect size The study also confirmed the favorable tolerability profile of REL-1017, ag-chemicals through AgPlenus Ltd.which was also observed in the Phase 1 studies. Subjects experienced mild and moderate adverse events (AEs), and agno serious adverse events, without significant differences between placebo and treatment groups. The AEs observed in the Phase 2 clinical study were of the same nature as those observed in the Phase 1 clinical studies in d-solutions for castor oil production through Casterra Ltd. The foregoing information about us is a summary and is not intended to be comprehensive. For additional information about our business, you should refer to the information under the heading “Incorporation of Documents by Reference.” Before making an investment decision, you should read the entire prospectus supplement and the accompanying prospectusMethadone, and our other filings with the SEC, including those filings incorporated herein there was no evidence of either treatment induced psychotomimetic and therein by reference, carefully, including the sections entitled “Risk Factors” dissociative AEs or withdrawal signs and “Forward-Looking Statements.” symptoms upon treatment discontinuation. Corporate Information Our registered office and principal place of business is executive offices are located at Park Rehovot000 Xxxxx Xxxxxx, P.O.B. 000000xx Xxxxx, Xxxx Xxxxx 0000000Xxx Xxxx, Israel, XX 00000 and our telephone number in Israel is +000 (0) +0-000-000-0000. Our website address is xxxx://xxx.xxxxxxx.xxxxxx.xxxxxxx.xxx. We have included The information contained therein or connected thereto shall not be deemed to be incorporated into this prospectus or the registration statement of which it forms a part. The information on our website address in is not part of this prospectus supplement solely prospectus. For additional information about us, please refer to other documents we have filed with the SEC and that are incorporated by reference into this prospectus, as an inactive textual reference. Our registered agent in listed under the United States is Xxxxxxx & Associates, whose address is 00 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 XXX. heading “Incorporation of Certain Information by Reference.” THE OFFERING Ordinary shares Common stock offered by us Ordinary shares Shares of our common stock having an aggregate offering price of up to $28,000,00075,000,000. Ordinary Common stock to be outstanding after this offering Up to 16,771,276 shares outstanding immediately after of common stock (as more fully described in the offering 41,855,363 ordinary sharesnotes following this table), assuming sales of 5,363,984 ordinary 1,830,608 shares of our common stock in this offering at an assumed offering price of $5.22 40.97 per share, which was the last reported sale price of our ordinary shares common stock on Nasdaq on January 12May 13, 20212020. The actual number of ordinary shares issued will vary depending on how many ordinary shares we choose to sell and the prices at which such sales occurprice under this offering. Manner Plan of distribution Distribution “At-the-At the market offering” that may be made from time to time through our sales agent, XxxxxxJefferies. See “Plan of Distribution” on page S-10 of this prospectus supplement. the section entitled Use of proceeds Proceeds We currently intend to use the net proceeds from this offering to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposes, which includes, without limitation, clinical studies required to gain regulatory approvals, implementation of adequate systems and controls to allow for regulatory approvals, further development of our product candidates, investing in or acquiring companies that are synergistic with or complimentary to our technologies, licensing activities related to our current and future product candidates and working capital, the development of emerging technologies, investing in or acquiring companies that are developing emerging technologies, licensing activities, or the acquisition of other businesses. See the section titled “Use of Proceeds” on page S-7S-6 of this prospectus supplement. Risk factors Investment in our ordinary shares involves a high degree of risk. Factors See “Risk Factors” beginning on page S-6 S-4 of this prospectus supplement and on page 3 of the accompanying prospectus and under similar sections in the documents we incorporate incorporated by reference into this prospectus supplement and the accompanying prospectus herein for a discussion of factors you should consider carefully before making an investment decisioninvesting in our common stock. Trading Our ordinary shares are traded on Nasdaq and TASE under the symbol “EVGN.RLMD” The number of ordinary shares that will of our common stock to be outstanding immediately after this offering as shown above is based on 36,491,379 ordinary 14,940,668 shares of our common stock outstanding as of January 12March 31, 2021. The number 2020, and excludes: ● 834,719 shares of ordinary shares outstanding as of January 12, 2021, excludes 4,022,945 ordinary shares our common stock issuable upon the exercise of stock options outstanding as of such dateat March 31, 2020, at a weighted average exercise price of $6.31 9.61 per ordinary share; ● 3,160,715 shares of our common stock issuable upon the exercise of warrants outstanding at March 31, 2020, at a weighted average exercise price of $6.79 per share (of which warrants to purchase approximately 177,700 shares have been exercised since March 31, 2020, and 1,704,586 ordinary such shares reserved are outstanding); and ● 1,155,086 additional shares of our common stock available for future issuance as of March 31, 2020, under our incentive plans2014 Stock Option and Equity Incentive Plan.

PROSPECTUS SUPPLEMENT SUMMARY. This summary highlights selected information about us, this offering and selected information contained elsewhere in or incorporated by reference into this prospectus supplement or supplement, the accompanying prospectusprospectus and in the documents we incorporate by reference. This summary is not complete and does not contain all of the information you should consider before deciding whether to invest in our ordinary sharesmaking an investment decision. You should read this entire prospectus supplement carefully, especially the entire risks of investing in our ordinary shares discussed under “Risk Factors” beginning on page S-3 of this prospectus supplement, the accompanying prospectus, our Annual Report on Form 20-F for the fiscal year ended December 31, 2020, and any amendment or update thereto reflected in subsequent filings with the SEC and incorporated by reference in this prospectus supplement and the accompanying prospectus carefullyprospectus,, including “Risk Factors” on page S-6 along with our consolidated financial statements and in the accompanying prospectus on page 3, notes to those consolidated financial statements and the other information incorporated by reference in this prospectus supplement and the accompanying prospectus, before making an investment decision. Our Company Entera Bio Ltd. Our Business Evogene is We are a leading computational biology clinical-stage biopharmaceutical company focused on revolutionizing the development and commercialization of orally delivered macromolecule therapeutics for use in areas with significant unmet medical need where adoption of injectable therapies is limited due to cost, convenience and compliance challenges for patients. Our current strategy for our lead product discovery and development in multiple lifecandidates is to use our technology to develop an oral formulation of human parathyroid hormone (1-science based industries34), including human health and agricultureor PTH, through the use of our broadly applicable Computational Predictive Biology (CPB) platform. The CPB platform, incorporating a deep understanding of biology leveraged through the power of Big Data and Artificial Intelligence, which has been designed to computationally discover approved in the United States in injectable form for over a decade. Our lead oral PTH product candidates are EB613 for the treatment of osteoporosis and uniquely guide EB612 for the development treatment of life-science products based on microbes, small molecules and genetic elementshypoparathyroidism. Utilizing the CPB platform, Evogene and its subsidiaries are now advancing product pipelines for human microbiome-based therapeutics through Biomica Ltd., medical cannabis through Canonic Ltd., ag-biologicals through Lavie Bio Ltd., ag-chemicals through AgPlenus Ltd., and ag-solutions for castor oil production through Casterra Ltd. The foregoing information about us is a summary and is not intended to be comprehensive. For additional information about our business, you should refer to the information under the heading “Incorporation of Documents by Reference.” Before making an investment decision, you should read the entire prospectus supplement and the accompanying prospectus, and our other filings with the SEC, including those filings incorporated herein and therein by reference, carefully, including the sections entitled “Risk Factors” and “Forward-Looking Statements.” Corporate Information Our principal and registered office and principal place of business is located at Park RehovotKiryat Hadassah Minrav Building - Fifth Floor, P.O.B. 0000, Xxxx Xxxxx 0000000Jerusalem, Israel, and our telephone number in Israel is +000 (+000-0) -000-0000. Our corporate website address is xxxx://xxx.xxxxxxx.xxxlocated at xxx.xxxxxxxxx.xxx. The information on our website shall not be deemed part of this prospectus supplement. Implications of Being an “Emerging Growth Company” We qualify as an “emerging growth company” as defined in the Jumpstart our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include an exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant to the Xxxxxxxx-Xxxxx Act of 2002. We may take advantage of these provisions for a period of five years following the completion of our initial public offering (which occurred in July 2018) or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company if we have included more than $1.07 billion in annual revenue, have more than $700 million in market value of our website address in this prospectus supplement solely as an inactive textual referenceordinary shares held by non-affiliates or issue more than $1.0 billion of non-convertible debt over a three-year period. Our registered agent in the United States is Xxxxxxx & Associates, whose address is 00 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 XXXWe may choose to take advantage of some but not all of these reduced burdens. THE OFFERING Ordinary shares offered Shares Offered by us Ordinary shares having an aggregate offering price of up Us Up to $28,000,0005,000,000 ordinary shares. Ordinary Shares to be Outstanding after this Offering Up to 28,782,060 ordinary shares outstanding immediately after the offering 41,855,363 ordinary shares, assuming sales of 5,363,984 ordinary shares in this the entire offering amount, at an assumed offering a price of $5.22 3.09 per share, which was the last reported sale price of our ordinary shares as reported on The Nasdaq Capital Market on January 12May 4, 2021. The actual number of ordinary shares issued will vary depending on how many the sales price under this offering. Plan of Distribution Sales of ordinary shares we choose to sell and the prices at which such sales occur. Manner of distribution “At-the-market offering” that may shares, if any, will be made from time to time through in sales deemed to be an “at the market” offering as defined in Rule 415 promulgated under the Securities Act. X. Xxxxx Securities will act as agent or principal and will use reasonable best efforts to sell on our behalf all of the ordinary shares requested to be sold by us, consistent with its normal trading and sales agent, Xxxxxxpractices. See “Plan of Distribution.” on page S-10 of this prospectus supplement. Use of proceeds Proceeds We currently intend to use the net proceeds from this offering to further develop offering, if any, together with our other cash resources, primarily for general corporate purposes, which may include, but are not limited to, research and development costs, including the conduct of one or more clinical trials and process development and manufacturing of our subsidiaries’ product pipelinescandidates, to further enhance potential strategic acquisitions of complementary businesses, services or technologies, expansion of our technology infrastructure and expand our CPB platform capabilities, working capital, capital expenditures and for working capital and other general corporate purposes. See “Use of Proceeds.” on page S-7. Risk factors Investment Factors You should read the “Risk Factors” section of this prospectus supplement and in our Annual Report on Form 20-F for the year ended December 31, 2020, and in any updates to those risk factors in our reports on Form 6-K or subsequent Annual Reports on Form 20-F incorporated by reference herein, for a discussion of factors to consider carefully before deciding to purchase our ordinary shares. Nasdaq Capital Market Symbol Our ordinary shares involves are listed for trading on The Nasdaq Capital Market under the symbol “ENTX.” Passive Foreign Investment Company Considerations We may be a high degree of riskpassive foreign investment company for the current or any other taxable year, which generally would result in adverse U.S. federal income tax consequences to our U.S. investors. See “Risk Factors” beginning on page S-6 of this prospectus supplement and on page 3 of the accompanying prospectus and under similar sections in the documents we incorporate by reference into this prospectus supplement and the accompanying prospectus S-3 for a discussion of factors you should consider carefully before making an investment decisionfurther information. Trading Our ordinary shares are traded on Nasdaq and TASE under the symbol “EVGN.” The number of ordinary shares that will to be outstanding immediately after this offering as shown above is based on 36,491,379 our actual ordinary shares outstanding as of January 12December 31, 2021. The number 2020 and excludes: • 2,570,109 of ordinary shares outstanding as of January 12, 2021, excludes 4,022,945 our ordinary shares issuable upon the exercise of options and RSUs outstanding as of such dateDecember 31, 2020, at a weighted average exercise price of $6.31 4.85 per ordinary share and 1,704,586 share; • 4,244,025 of our ordinary shares reserved issuable upon the exercise of warrants outstanding as of December 31, 2020, at a weighted average exercise price of $2.67 per ordinary share; and • 1,263,454 ordinary shares covered by awards available for future issuance under our equity incentive plans.plan as of December 31, 2020. RISK FACTORS

PROSPECTUS SUPPLEMENT SUMMARY. This summary highlights selected information about us, this offering and selected information contained elsewhere in or this prospectus supplement, the accompanying base prospectus and the documents incorporated by reference into this prospectus supplement or the accompanying prospectusreference. This summary is not complete and does not contain all of the information that you should consider before deciding whether to invest in our ordinary sharessecurities. You should read the this entire prospectus supplement and the accompanying base prospectus carefully, including “Risk Factors” on page S-6 and in the accompanying prospectus on page 3, and the information incorporated by reference in this prospectus supplement and the accompanying prospectus, before making an investment decision. Our Company Our Business Evogene is a leading computational biology company focused on revolutionizing product discovery and development in multiple life-science based industries, including human health and agriculture, through the use of our broadly applicable Computational Predictive Biology (CPB) platform. The CPB platform, incorporating a deep understanding of biology leveraged through the power of Big Data and Artificial Intelligence, has been designed to computationally discover and uniquely guide the development of life-science products based on microbes, small molecules and genetic elements. Utilizing the CPB platform, Evogene and its subsidiaries are now advancing product pipelines for human microbiome-based therapeutics through Biomica Ltd., medical cannabis through Canonic Ltd., ag-biologicals through Lavie Bio Ltd., ag-chemicals through AgPlenus Ltd., and ag-solutions for castor oil production through Casterra Ltd. The foregoing information about us is a summary and is not intended to be comprehensive. For additional information about our business, you should refer to the information description under the heading “Incorporation of Documents by Reference.” Before making an investment decision, you should read the entire prospectus supplement "Risk Factors" beginning on page S-8 and our consolidated financial statements and the accompanying prospectus, and our other filings with the SEC, including those filings incorporated herein and therein by reference, carefully, including the sections entitled “Risk Factors” and “Forward-Looking Statements.” Corporate Information Our registered office and principal place of business is located at Park Rehovot, P.O.B. 0000, Xxxx Xxxxx 0000000, Israel, and our telephone number in Israel is +000 (0) 000-0000. Our website address is xxxx://xxx.xxxxxxx.xxx. We have included our website address in this prospectus supplement solely as an inactive textual reference. Our registered agent in the United States is Xxxxxxx & Associates, whose address is 00 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 XXX. THE OFFERING Ordinary shares offered by us Ordinary shares having an aggregate offering price of up to $28,000,000. Ordinary shares outstanding immediately after the offering 41,855,363 ordinary shares, assuming sales of 5,363,984 ordinary shares in this offering at an assumed offering price of $5.22 per share, which was the last reported sale price of our ordinary shares on Nasdaq on January 12, 2021. The actual number of ordinary shares issued will vary depending on how many ordinary shares we choose to sell related notes and the prices at which such sales occur. Manner of distribution “At-the-market offering” that may be made from time to time through our sales agent, Xxxxxx. See “Plan of Distribution” on page S-10 of this prospectus supplement. Use of proceeds We currently intend to use the net proceeds from this offering to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposes. See “Use of Proceeds” on page S-7. Risk factors Investment in our ordinary shares involves a high degree of risk. See “Risk Factors” on page S-6 of this prospectus supplement and on page 3 of the accompanying prospectus and under similar sections in the documents we incorporate other information incorporated by reference into this prospectus supplement and the accompanying base prospectus, and any related free writing prospectus for a discussion of factors you should consider carefully before making an investment decision. Trading Our ordinary shares Company We are traded on Nasdaq and TASE under a leading provider of high-performance modular memory subsystems serving customers in diverse industries that require superior memory performance to empower critical business decisions. We have a long history of introducing disruptive new products, such as one of the symbol “EVGN.” The number of ordinary shares that will be outstanding immediately after this offering as shown above is first load reduced dual in-line memory modules ("LRDIMM") based on 36,491,379 ordinary shares outstanding as our distributed buffer architecture, which has been adopted by the industry for DDR4 LRDIMM. We were also one of January 12the first to bring NAND flash memory ("NAND flash") to the memory channel with our NVvault® non-volatile dual in-line memory modules ("NVDIMM") using software-intensive controllers and merging dynamic random access memory integrated circuits ("DRAM ICs" or "DRAM") and NAND flash to solve data bottleneck and data retention challenges encountered in high-performance computing environments. We recently introduced a new generation of storage class memory products called HybriDIMM™ to address the growing need for real-time analytics in Big Data applications and in- memory databases. Due to the ground-breaking product development of our engineering teams, 2021we have built a robust portfolio of over 100 issued and pending U.S. and foreign patents, many seminal, in the areas of hybrid memory, storage class memory, rank multiplication and load reduction. Since our inception in 2000, we have dedicated substantial resources to the development and protection of technology innovations essential to our business. Our early pioneering work in these areas has been broadly adopted in industry-standard LRDIMM and in NVDIMM. Our objective is to continue to innovate in our field and invest further in our intellectual property portfolio, with the goal of monetizing our intellectual property through a combination of product revenues and licensing, royalty or other revenue-producing arrangements, which may result from joint development or similar partnerships or defense of our patents through enforcement actions against parties we believe are infringing them. In November 2015, we entered into a joint development and license agreement ("JDLA") pursuant to which we and Samsung have agreed to work together to jointly develop new storage class memory technologies including a standardized product interface for NVDIMM-P memory modules in order to facilitate broad industry adoption of this new technology. The number JDLA also includes comprehensive cross-licenses to our and Samsung's patent portfolios for the purpose of ordinary shares outstanding developing this product interface, grants Samsung a right of first refusal to acquire our HybriDIMM technology before we offer the technology to a third party, and grants us access to competitively priced DRAM and NAND flash raw materials. The JDLA also provided for an $8.0 million non-recurring engineering ("NRE") fee that we received from Samsung for the joint development and calls for potential marketing collaboration and for the exchange of potential monetary consideration as progress is made towards commercialization of January 12our storage class memory product. Moreover, 2021we believe Samsung represents an important strategic partner with a high level of technical capability in memory that can facilitate bringing our HybriDIMM technology to market. In connection with the JDLA, excludes 4,022,945 ordinary shares issuable upon the exercise of options outstanding as of such date, at a weighted average exercise price we also received gross proceeds of $6.31 per ordinary share 15.0 million for our issuance of a Senior Secured Convertible Note ("SVIC Note") and 1,704,586 ordinary shares reserved Stock Purchase Warrant to SVIC No. 28 New Technology Business Investment L.L.P., an affiliate of Samsung Venture Investment Co. ("SVIC"). Further, in September 2016, we took action to protect and defend our innovations by filing legal proceedings for future issuance under patent infringement against SK hynix and two of its subsidiaries in the U.S. International Trade Commission ("ITC") and in U.S. district court. We filed additional legal proceedings for patent infringement against SK hynix in the ITC and in the courts of Germany and the People's Republic of China in July and October of 2017. In both of our incentive plansITC actions, we are seeking an exclusion order in the ITC that directs U.S. Customs and Border Protection to stop allegedly infringing SK hynix registered dual in line memory module ("RDIMM") and LRDIMM products from entering the United States. The evidentiary hearing in the ITC investigations occurred in May 2017, with a final initial determination expected to be issued by the ITC in November 2017. In the U.S. district court and international proceedings, we are primarily seeking damages. Our patents involved in the proceedings cover key features of RDIMM and LRDIMM, which we believe are strategic product lines for SK hynix that together account for a significant portion of SK hynix's total revenue and profits. We have recently taken steps to solidify our position and strategy in connection with our proceedings against SK hynix, including establishing a funding arrangement for our legal costs associated with certain of these proceedings (including our first ITC action and our U.S. district court proceedings, but excluding our subsequent ITC action and our proceedings in international courts) and adopting a rights agreement to implement a standard "poison pill." We recorded total net revenues of $9.0 million and $29.8 million for the three and nine months ended and September 30, 2017, respectively, and $19.7 million and $8.0 million for the years ended December 31, 2016 and January 2, 2016, respectively. We also incurred net losses of $3.1 million and

PROSPECTUS SUPPLEMENT SUMMARY. This summary highlights selected information about uscontained in other parts of this prospectus supplement, the accompanying prospectus or information incorporated by reference herein or therein from our filings with the SEC, listed in the section of the prospectus entitled “Incorporation of Certain Information by Reference.” Because it is only a summary, it does not contain all of the information that you should consider before purchasing our securities in this offering and selected it is qualified in its entirety by, and should be read in conjunction with, the more detailed information contained appearing elsewhere in or incorporated by reference into this prospectus supplement or and the accompanying prospectus. This summary is not complete and does not contain all of the information you should consider before deciding whether to invest in our ordinary shares. You should read the entire prospectus, the registration statement of which this prospectus supplement and the accompanying prospectus carefully, including “Risk Factors” on page S-6 and in the accompanying prospectus on page 3are a part, and the information incorporated by reference herein in their entirety, including the “Risk Factors” and our financial statements and the related notes incorporated by reference into this prospectus supplement and the accompanying prospectus, before making an investment decisionpurchasing our securities in this offering. Our Company Our Business Evogene is Overview We are a leading computational biology biopharmaceutical company focused on revolutionizing product discovery and development becoming a leader in multiple life-science based industries, including human health and agriculture, through the use of our broadly applicable Computational Predictive Biology (CPB) platform. The CPB platform, incorporating a deep understanding of biology leveraged through the power of Big Data and Artificial Intelligence, has been designed to computationally discover and uniquely guide the development and commercialization of lifetreatments for immunology, immuno- oncology and rare genetic disorders. We are advancing our clinical-science products based on microbesstage pipeline of innovative therapies that address unmet patient needs within rare and orphan diseases. Our rare disease pipeline includes CERC-801, small molecules CERC-802 and genetic elementsCERC-803 (“CERC-800 compounds”), which are in development for congenital disorders of glycosylation and CERC-006, an oral mTORc1/c2 inhibitor in development for the treatment of complex lymphatic malformations. Utilizing We are also developing two monoclonal antibodies, CERC-002 and CERC-007. CERC-002 targets the CPB platform, Evogene and its subsidiaries are now advancing product pipelines for human microbiome-based therapeutics through Biomica Ltd., medical cannabis through Canonic Ltd., ag-biologicals through Lavie Bio Ltd., ag-chemicals through AgPlenus Ltd., and ag-solutions for castor oil production through Casterra Ltd. The foregoing information about us is a summary cytokine LIGHT (TNFSF14) and is not intended in clinical development for the treatment of severe pediatric-onset Crohn's disease and COVID-19 acute respiratory distress syndrome. CERC-007 targets the cytokine IL-18 and is in clinical development for the treatment of Still’s disease (adult onset Still’s disease and systemic juvenile idiopathic arthritis) and multiple myeloma. CERC-006, 801, 802 and 803 have all received Orphan Drug Designation and Rare Pediatric Disease Designation, which makes all four eligible for a priority review voucher upon approval from the U.S. Food and Drug Administration. We have one commercialized product Millipred®, a non-core asset, which is an oral prednisolone indicated across a wide variety of inflammatory conditions. Our arrangement with our current distribution partner came to be comprehensivean end on June 30, 2021. For additional information about We are currently finalizing our business, you should refer trade and distribution channel to allow us to control third party distribution by the information under the heading “Incorporation third quarter of Documents by Reference.” Before making an investment decision, you should read the entire prospectus supplement and the accompanying prospectus, and our other filings with the SEC, including those filings incorporated herein and therein by reference, carefully, including the sections entitled “Risk Factors” and “Forward-Looking Statements.” 2021. Overview of Our Pipeline Corporate Information Our registered office and principal place of business is executive offices are located at Park Rehovot000 Xxxxxxx Xxxx, P.O.B. 0000Suite 400, Xxxx Xxxxx 0000000Rockville, Israel, and our telephone number in Israel is +000 (0) 000-0000Maryland 20850. Our website address is xxxx://xxx.xxxxxxx.xxxxxx.xxxxxxx.xxx. The information contained on, or that can be accessed through, our website is not a part of this prospectus. We have included our website address in this prospectus supplement solely as an inactive textual reference. Our registered agent in the United States is Xxxxxxx & AssociatesThe trademarks, whose address is 00 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 XXX. THE OFFERING Ordinary shares offered by us Ordinary shares having an aggregate offering price of up to $28,000,000. Ordinary shares outstanding immediately after the offering 41,855,363 ordinary shares, assuming sales of 5,363,984 ordinary shares trade names and service marks appearing in this offering at an assumed offering price prospectus are the property of $5.22 per sharetheir respective owners. We do not intend our use or display of other companies’ trademarks, which was the last reported sale price trade names or service marks to imply a relationship with, or endorsement or sponsorship of our ordinary shares on Nasdaq on January 12us by, 2021. The actual number of ordinary shares issued will vary depending on how many ordinary shares we choose to sell and the prices at which such sales occur. Manner of distribution “At-the-market offering” that may be made from time to time through our sales agent, Xxxxxx. See “Plan of Distribution” on page S-10 of this prospectus supplement. Use of proceeds We currently intend to use the net proceeds from this offering to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposes. See “Use of Proceeds” on page S-7. Risk factors Investment in our ordinary shares involves a high degree of risk. See “Risk Factors” on page S-6 of this prospectus supplement and on page 3 of the accompanying prospectus and under similar sections in the documents we incorporate by reference into this prospectus supplement and the accompanying prospectus for a discussion of factors you should consider carefully before making an investment decision. Trading Our ordinary shares are traded on Nasdaq and TASE under the symbol “EVGNany other companies or products.” The number of ordinary shares that will be outstanding immediately after this offering as shown above is based on 36,491,379 ordinary shares outstanding as of January 12, 2021. The number of ordinary shares outstanding as of January 12, 2021, excludes 4,022,945 ordinary shares issuable upon the exercise of options outstanding as of such date, at a weighted average exercise price of $6.31 per ordinary share and 1,704,586 ordinary shares reserved for future issuance under our incentive plans.

PROSPECTUS SUPPLEMENT SUMMARY. This summary highlights selected information about us, this offering and selected information contained elsewhere in or incorporated by reference into this prospectus supplement or and the accompanying base prospectus. This summary is not complete and It does not contain all of the information that you should consider before deciding whether to invest in our ordinary shares. You should read the entire prospectus supplement and the accompanying prospectus carefully, including “Risk Factors” on page S-6 and in the accompanying prospectus on page 3, and the information incorporated by reference in this prospectus supplement and the accompanying prospectus, before making an investment decision. Our Company Our Business Evogene is For a leading computational biology company focused on revolutionizing product discovery and development in multiple life-science based industries, including human health and agriculture, through the use more complete understanding of our broadly applicable Computational Predictive Biology (CPB) platform. The CPB platform, incorporating a deep understanding of biology leveraged through the power of Big Data business and Artificial Intelligence, has been designed to computationally discover and uniquely guide the development of life-science products based on microbes, small molecules and genetic elements. Utilizing the CPB platform, Evogene and its subsidiaries are now advancing product pipelines for human microbiome-based therapeutics through Biomica Ltd., medical cannabis through Canonic Ltd., ag-biologicals through Lavie Bio Ltd., ag-chemicals through AgPlenus Ltd., and ag-solutions for castor oil production through Casterra Ltd. The foregoing information about us is a summary and is not intended to be comprehensive. For additional information about our businessthis offering, you should refer to the information under the heading “Incorporation of Documents by Reference.” Before making an investment decision, you should carefully read the entire prospectus supplement supplement, the accompanying base prospectus and the accompanying prospectus, documents incorporated by reference herein and our other filings with the SECtherein, including those filings our historical financial statements and the notes thereto, which are incorporated herein and therein by reference, carefully, including the sections entitled . You should read section titled “Risk Factors” in this prospectus supplement, on page 5 of the accompanying base prospectus and Item 1A. “ForwardRisk Factors” in our Annual Report on Form 10-Looking Statements.” K for the year ended December 31, 2018, for more information about important risks that you should consider before making a decision to invest in our common stock. T2 Biosystems, Inc. We are an in vitro diagnostics company that has developed an innovative and proprietary technology platform that offers a rapid, sensitive and simple alternative to existing diagnostic methodologies. We are using our T2MR technology to develop a broad set of applications aimed at lowering mortality rates, improving patient outcomes and reducing the cost of healthcare by helping medical professionals make targeted treatment decisions earlier. T2MR enables rapid detection of pathogens, biomarkers and other abnormalities in a variety of unpurified patient sample types, including whole blood, plasma, serum, saliva, sputum and urine, and can detect cellular targets at limits of detection as low as one colony forming unit per milliliter, or CFU/mL. Our initial development efforts target sepsis and Lyme disease, which are areas of significant unmet medical need in which existing therapies could be more effective with improved diagnostics. Corporate Information We were incorporated under the laws of the State of Delaware in 2006. Our registered office and principal place of business is executive offices are located at Park Rehovot000 Xxxxxxxx Xxx., P.O.B. 0000Lexington, Xxxx Xxxxx 0000000, Israel, MA 02421 and our telephone number in Israel is +000 (0000) 000-0000. We are an “emerging growth company,” as defined in the Jumpstart Our website address is xxxx://xxx.xxxxxxx.xxxBusiness Startups Act of 2012. We will remain an emerging growth company until the earlier of (1) December 31, 2019, (2) the last day of the fiscal year in which we have included total annual gross revenue of at least $1.07 billion, (3) the date, as of the end of the fiscal year, on which we are deemed to be a large accelerated filer, which means the market value of our website address common stock held by non-affiliates was at least $700 million as of the last business day of the prior quarter ended June 30th, and (4) the date on which we have issued more than $1.0 billion in this prospectus supplement solely as an inactive textual referencenon-convertible debt during the prior three-year period. Our registered agent in the United States is Xxxxxxx & Associates, whose address is 00 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 XXX. THE OFFERING Ordinary shares The Offering Common stock offered by us Ordinary shares Shares of common stock having an aggregate offering price of up to $28,000,00030,000,000. Ordinary shares Common stock to be outstanding immediately after the this offering 41,855,363 ordinary shares, assuming sales if all shares are sold Assuming all $30,000,000 of 5,363,984 ordinary shares our common stock are sold in this offering at an assumed offering price of $5.22 1.45 per share, which was the last reported sale price of our ordinary common stock on the Exchange on July 29, 2019, we would have had 65,028,898 shares on Nasdaq on January 12of common stock outstanding as of March 31, 20212019. The actual number Plan of ordinary shares issued will vary depending on how many ordinary shares we choose to sell and the prices at which such sales occur. Manner of distribution Distribution “At-the-market offeringmarket” offering that may be made from time to time through our sales agent, XxxxxxCanaccord. See “Plan of Distribution” on page S-10 of this prospectus supplementS-14. Use of proceeds Proceeds We currently intend to use the net proceeds proceeds, if any, from this offering to further develop our for general corporate and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital purposes, which may include funding commercialization efforts and general corporate purposesresearch and development activities. See “Use of Proceeds” on page S-7S-11. Risk factors Investment Factors Investing in our ordinary shares common stock involves a high degree of substantial risk. See You should carefully consider the risk factors set forth or cross- referenced in the sections entitled “Risk Factors” beginning on page S-6 S-9 of this prospectus supplement and beginning on page 3 5 of the accompanying base prospectus, and the other information contained in this prospectus supplement, the accompanying base prospectus and under similar sections in the documents we incorporate incorporated by reference into this prospectus supplement herein and the accompanying prospectus for a discussion of factors you should consider carefully before therein, prior to making an investment decisionin our common stock. Trading Our ordinary shares are traded on Nasdaq and TASE under the Global Market symbol “EVGN.TTOO” The number of ordinary shares that will of our common stock to be outstanding immediately after this offering as shown above is based on 36,491,379 ordinary 44,339,243 shares outstanding as of January 12March 31, 2021. The number 2019, which assumes that all $30.0 million of ordinary shares outstanding our common stock are sold in this offering at an assumed offering price of $1.45 per share, the last reported sale price of our common stock on the Exchange on July 29, 2019, and excludes as of January 12March 31, 2021, excludes 4,022,945 ordinary 2019: • 5,092,470 shares of common stock issuable upon the exercise of options outstanding as of such dateoptions, at having a weighted average exercise price of $6.31 6.34 per ordinary share and 1,704,586 ordinary share; • 528,958 shares of common stock issuable upon the exercise of outstanding warrants, having an exercise price of $4.35 per share; • 1,656,048 shares of common stock subject to nonvested restricted stock units; • 1,250,943 shares of common stock reserved for future issuance under our incentive plans2014 Incentive Award Plan, as amended, 2014 Plan, as of March 31, 2019, as well as any automatic increases in the number of shares of our common stock reserved for future issuance under our 2014 Plan; • 1,009,750 shares of common stock reserved for future issuance under our Inducement Award Plan, as amended; and • 449,256 shares of common stock reserved for future issuance under our 2014 Employee Stock Purchase Plan, or 2014 ESPP, as of March 31, 2019, as well as any automatic increases in the number of shares of our common stock reserved for future issuance under our 2014 ESPP.

PROSPECTUS SUPPLEMENT SUMMARY. This summary highlights selected information about us, this offering and selected information contained elsewhere in or incorporated by reference into this prospectus supplement or and the accompanying prospectusprospectus and in the documents we incorporate by reference herein and therein. This summary is not complete and does not contain all of the information that you should consider before deciding whether to invest investing in our ordinary sharescommon stock. You should read the entire this prospectus supplement and the accompanying prospectus carefullyprospectus, including the information incorporated by reference and any free writing prospectus we have authorized for use in connection with this offering, in their entirety. Investors should carefully consider the information set forth under “Risk Factors” on page S-6 in this prospectus supplement, along with our financial statements and in the accompanying prospectus on page 3, notes to those financial statements and the other information incorporated by reference in this prospectus supplement and the accompanying prospectus, before making an investment decision. Our Company Our Business Evogene is Overview We are a leading computational biology clinical-stage biopharmaceutical company focused on revolutionizing product discovery developing antibody drug conjugates, or ADCs, that offer a clinically meaningful benefit for cancer patients with significant unmet need. We have leveraged over 20 years of industry learning in the ADC field to develop proprietary and development in multiple life-science based industriesdifferentiated technology platforms that enable us to develop ADCs designed to have improved efficacy, including human health safety and agriculture, through tolerability relative to existing ADC therapies. Our goal is to become a leading oncology company by leveraging the use potential of our broadly applicable Computational Predictive Biology (CPB) platform. The CPB platform, incorporating a deep understanding innovative and differentiated ADC technologies and the experience and competencies of biology leveraged through the power of Big Data and Artificial Intelligence, has been designed our management team to computationally discover and uniquely guide develop promising ADC product candidates and to commercialize cancer therapeutics that address unmet medical needs or provide significant benefit to patients. Our Corporate Information We were incorporated in the development state of life-science products based on microbes, small molecules and genetic elements. Utilizing the CPB platform, Evogene and its subsidiaries are now advancing product pipelines for human microbiome-based therapeutics through Biomica Ltd., medical cannabis through Canonic Ltd., ag-biologicals through Lavie Bio Ltd., ag-chemicals through AgPlenus Ltd.Delaware in February 2002 as Nanopharma Corp., and ag-solutions for castor oil production through Casterra Ltd. The foregoing information about us is a summary and is not intended we changed our name to be comprehensiveMersana Therapeutics, Inc. in November 2005. For additional information about our business, you should refer to the information under the heading “Incorporation of Documents by Reference.” Before making an investment decision, you should read the entire prospectus supplement and the accompanying prospectus, and our other filings with the SEC, including those filings incorporated herein and therein by reference, carefully, including the sections entitled “Risk Factors” and “Forward-Looking Statements.” Corporate Information Our registered office and principal place of business is executive offices are located at Park Rehovot000 Xxxxxxxx Xxxxx, P.O.B. 0000Xxxxxxxxx, Xxxx Xxxxx 0000000, IsraelXxxxxxxxxxxxx 00000, and our telephone number in Israel is +000 (0000) 000-0000. Our Internet website address is xxxx://xxx.xxxxxxx.xxxxxx.xxxxxxx.xxx. The information contained on, or that can be accessed through, our website is not a part of this prospectus supplement. We have included our website address in this prospectus supplement solely as an inactive textual reference. Our registered agent in the United States is Xxxxxxx & Associates, whose address is 00 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 XXX. THE OFFERING Ordinary shares Common stock offered by us Ordinary shares Shares of common stock having an aggregate offering price of up to $28,000,000100,000,000. Ordinary shares Common stock to be outstanding immediately after the this offering 41,855,363 ordinary sharesUp to 108,583,542 shares of common stock, assuming sales the sale of 5,363,984 ordinary 25,380,710 shares of our common stock in this offering at an assumed offering price of $5.22 3.94 per share, which was the last reported sale price of our ordinary shares common stock on the Nasdaq Global Select Market on January 12February 24, 20212022. The actual number of ordinary shares issued will vary depending on how many ordinary shares we choose to sell and the prices at which such sales occurprice under this offering. Manner of distribution offering “At-the-At the market offering” that may be made from time to time through our sales agent, XxxxxxXxxxx and Company, LLC. See “Plan of Distribution” on page S-10 S-11 of this prospectus supplement. Use of proceeds We currently intend to use the net proceeds from this offering to further develop primarily for general corporate purposes, which may include, without limitation, research and development expenditures, clinical development of our and our subsidiaries’ product pipelinescandidates, to further enhance and expand our CPB platform and for the acquisition or in- licensing of products or product candidates, business or technologies, collaborations, working capital and general corporate purposescapital expenditures. See “Use of Proceeds” on page S-7S-7 of this prospectus supplement. Risk factors Investment in our ordinary shares involves a high degree of risk. See “Risk Factors” beginning on page S-6 S-5 of this prospectus supplement and on page 3 of the accompanying prospectus and under similar sections in the documents we incorporate incorporated by reference into in this prospectus supplement and the accompanying prospectus for a discussion of factors you should to consider carefully before making an investment decisiondeciding to invest in shares of our common stock. Trading Our ordinary shares are traded on Nasdaq and TASE under the Global Select Market symbol “EVGN.MRSN” The number of ordinary shares of our common stock that will be outstanding immediately after this offering as shown above is based on 36,491,379 ordinary (i) 73,709,056 shares of our common stock outstanding as of January 12December 31, 20212021 and (ii) 9,493,776 shares of our common stock sold subsequent to December 31, 2021 in at the market offerings under our sales agreement dated May 8, 2020. The number of ordinary shares outstanding as used throughout this prospectus supplement, unless otherwise indicated, excludes: • 39,474 shares of January 12, 2021, excludes 4,022,945 ordinary shares our common stock issuable upon the exercise of options warrants outstanding as of such dateDecember 31, 2021 at a weighted weighted-average exercise price of $6.31 0.05 per ordinary share share; • 8,342,429 shares of our common stock issuable upon the exercise of stock options outstanding as of December 31, 2021 at a weighted-average exercise price of $11.25 per share; • 817,609 shares of our common stock issuable upon the vesting of restricted stock units outstanding as of December 31, 2021; and 1,704,586 ordinary • 1,308,183 and 566,565 shares reserved of our common stock available for future issuance issuance, as of December 31, 2021, under our incentive 2017 Stock Incentive Plan and 2017 Employee Stock Purchase Plan, respectively, as well as any automatic increases in the number of shares of common stock reserved under these plans. Unless otherwise indicated, all information in this prospectus supplement assumes no exercise of the outstanding stock options or vesting of restricted stock units described above. RISK FACTORS Investing in our common stock involves a high degree of risk. Before deciding whether to invest in our common stock, you should consider carefully the risks and uncertainties described below and under the section captioned “Risk Factors” contained in our most recent Annual Report on Form 10-K, as updated by our subsequent filings with the SEC, which are incorporated by reference herein in their entirety, together with other information in this prospectus supplement, the accompanying prospectus and the information incorporated by reference herein and therein and in any free writing prospectus that we may authorize for use in connection with this offering. If any of these risks actually occurs, our business, financial condition, results of operations or cash flow could suffer materially. In such event, the trading price of our common stock could decline and you might lose all or part of your investment. Risks Relating to this Offering The trading price of our common stock is highly volatile, which could result in substantial losses for our stockholders. The trading price of our common stock has been, and is likely to continue to be, highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control. During the period from February 24, 2019 to February 24, 2022, the closing price of our common stock ranged from a high of $27.59 per share to a low of $1.45 per share. The stock market in general and the market for smaller pharmaceutical and biopharmaceutical companies in particular have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, you may not be able to sell your common stock at or above the price you paid for your common stock in this offering. The actual number of shares of common stock we will issue under the sales agreement and the gross proceeds resulting from those sales, at any one time or in total, is uncertain. Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to request Cowen to sell on our behalf shares of common stock at any time throughout the term of the sales agreement, and Cowen will use commercially reasonable efforts to sell the shares. The number of shares that are sold by Cowen after we request that sales be made will fluctuate based on the market price of our common stock during the sales period and limits we set with Cowen. Because the price per share of our common stock sold will fluctuate based on the market price of our common stock during the sales period, it is not possible to predict the number of shares of common stock that will ultimately be issued by us under the sales agreement or the amount of gross proceeds to be raised in connection with those sales. In addition, investors may experience a decline in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paid. If you purchase shares of common stock in this offering, you will suffer immediate dilution of your investment. The shares sold in this offering, if any, will be sold from time to time at various prices. However, the expected offering price of our common stock will be substantially higher than the net tangible book value per share of our common stock. Therefore, if you purchase shares of our common stock in this offering, you will pay a price per share that substantially exceeds our net tangible book value per share after this offering. Assuming that an aggregate of 25,380,710 shares of our common stock are sold at a price of $3.94 per share pursuant to this prospectus, which was the last reported sale price of our common stock on the Nasdaq Global Select Market on February 24, 2022, for aggregate gross proceeds of $96,800,000, after deducting commissions and estimated aggregate offering expenses payable by us, you will experience immediate dilution of $1.14 per share, representing the difference between our pro forma as adjusted net tangible book value per share after giving effect to this offering and the assumed offering price of $3.94 per share. To the extent outstanding warrants or options are exercised or outstanding restricted stock units vest, you may incur further dilution. For additional information on the dilution that you will experience immediately after this offering, see the section titled “Dilution.” You may experience future dilution as a result of future equity offerings. In order to raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share in this offering. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the price per share paid by investors in this offering. We have broad discretion in the use of the net proceeds from this offering and may invest or spend the proceeds in ways with which you do not agree and in ways that may not yield a return on your investment. Although we currently intend to use the net proceeds from this offering in the manner described in the section titled “Use of Proceeds” in this prospectus supplement, our management will have broad discretion in the application of the net proceeds from this offering and could spend the proceeds in ways that do not improve our results of operations or enhance the value of our common stock. You will not have the opportunity to influence our decisions on how to use our net proceeds from this offering. The failure by our management to apply these funds effectively could result in financial losses that could harm our business, cause the price of our common stock to decline and delay the development of our product candidates. Pending their use, we may invest the net proceeds from this offering in a manner that does not produce income or that loses value. The common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and so may experience different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold, and there is no minimum or maximum sales price. Investors may experience a decline in the value of their shares as a result of share sales made at prices lower than the prices they paid.

PROSPECTUS SUPPLEMENT SUMMARY. This summary highlights selected certain information about us, this offering and selected information contained elsewhere in or incorporated by reference into this prospectus supplement or and the accompanying prospectus. This summary is not complete and does not contain all of the information that you should consider before deciding whether to invest in our ordinary sharescommon stock. You should For a more complete understanding of our company and this offering, we encourage you to read and consider carefully the entire prospectus supplement and the accompanying prospectus carefully, including “Risk Factors” on page S-6 and in the accompanying prospectus on page 3, and the more detailed information incorporated by reference in this prospectus supplement and the accompanying prospectus, before making an investment decision. Our Company Our Business Evogene is a leading computational biology company focused on revolutionizing product discovery and development in multiple life-science based industries, including human health and agriculture, through the use of our broadly applicable Computational Predictive Biology (CPB) platform. The CPB platform, incorporating a deep understanding of biology leveraged through the power of Big Data and Artificial Intelligence, has been designed to computationally discover and uniquely guide the development of life-science products based on microbes, small molecules and genetic elements. Utilizing the CPB platform, Evogene and its subsidiaries are now advancing product pipelines for human microbiome-based therapeutics through Biomica Ltd., medical cannabis through Canonic Ltd., ag-biologicals through Lavie Bio Ltd., ag-chemicals through AgPlenus Ltd., and ag-solutions for castor oil production through Casterra Ltd. The foregoing information about us is a summary and is not intended to be comprehensive. For additional information about our business, you should refer to the information under the heading “Incorporation of Documents by Reference.” Before making an investment decision, you should read the entire prospectus supplement and the accompanying prospectus, and our other filings with the SEC, including those filings incorporated herein and therein by reference, carefully, including the sections entitled “Risk Factors” and “Forward-Looking Statements.” Corporate Information Our registered office and principal place of business is located at Park Rehovot, P.O.B. 0000, Xxxx Xxxxx 0000000, Israel, and our telephone number in Israel is +000 (0) 000-0000. Our website address is xxxx://xxx.xxxxxxx.xxx. We have included our website address in this prospectus supplement solely as an inactive textual reference. Our registered agent in the United States is Xxxxxxx & Associates, whose address is 00 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 XXX. THE OFFERING Ordinary shares offered by us Ordinary shares having an aggregate offering price of up to $28,000,000. Ordinary shares outstanding immediately after the offering 41,855,363 ordinary shares, assuming sales of 5,363,984 ordinary shares in this offering at an assumed offering price of $5.22 per share, which was the last reported sale price of our ordinary shares on Nasdaq on January 12, 2021. The actual number of ordinary shares issued will vary depending on how many ordinary shares we choose to sell and the prices at which such sales occur. Manner of distribution “At-the-market offering” that may be made from time to time through our sales agent, Xxxxxx. See “Plan of Distribution” on page S-10 of this prospectus supplement. Use of proceeds We currently intend to use the net proceeds from this offering to further develop our and our subsidiaries’ product pipelines, to further enhance and expand our CPB platform and for working capital and general corporate purposes. See “Use of Proceeds” on page S-7. Risk factors Investment in our ordinary shares involves a high degree of risk. See “Risk Factors” on page S-6 of this prospectus supplement and on page 3 of the accompanying prospectus and under similar sections in the documents we incorporate by reference into this prospectus supplement and the accompanying prospectus for a discussion of factors you should consider carefully before making an investment decision. Trading Our ordinary shares are traded on Nasdaq prospectus, and TASE the information referred to under the symbol heading “EVGN.Risk Factors” The number in this prospectus supplement on page S-6 and in the documents incorporated by reference into this prospectus supplement and the accompanying prospectus. Unless the context indicates otherwise, as used in this prospectus, the terms “Fulgent Genetics,” “Fulgent,” “the Company,” “we,” “us” and “our” refer to Fulgent Genetics, Inc., a Delaware corporation, and its subsidiaries. About Fulgent Genetics, Inc. Fulgent is a growing technology company offering comprehensive genetic testing and providing physicians with clinically actionable diagnostic information they can use to improve the quality of ordinary shares patient care. We have developed a proprietary technology platform that will allows us to offer a broad and flexible test menu and continually expand and improve our proprietary genetic reference library, while maintaining accessible pricing, high accuracy and competitive turnaround times. Combining next generation sequencing, or NGS, with our technology platform, we perform full-gene sequencing with deletion/duplication analysis in single- gene tests; pre-established, multi-gene, disease-specific panels; and customized panels that can be outstanding immediately after this offering as shown above is based on 36,491,379 ordinary shares outstanding tailored to meet specific customer needs. We believe our test menu offers more genes for testing than our competitors in today’s market, which enables us to provide expansive options for test customization and clinically actionable results. After launching our first commercial genetic tests in 2013 and as of January 12August 2019, 2021we have expanded our test menu to include approximately 18,000 single-gene tests and more than 800 panels that collectively test for approximately 7,700 genetic conditions, including various cancers, cardiovascular diseases, neurological disorders and pediatric conditions. A cornerstone of our business is our ability to provide expansive options and flexibility for all clients’ unique genetic testing needs. Genetic testing offers the possibility of early identification of a disease or a genetic predisposition to a disease and enhanced disease treatment and prognosis. As a result, we believe widespread genetic testing could enable significant health improvements and healthcare cost reductions by providing patients and clinicians with more advanced knowledge and options for personal health management plans. Due to these and other potential benefits, genetic testing has experienced significant growth in recent years. If this growth trend continues, we believe genetic testing will become part of standard medical care. The number knowledge of ordinary shares outstanding a person’s unique genetic makeup could then begin to play a more important role in the practice of medicine. We believe this growth has been tempered in prior years, however, because many tests are prohibitively expensive, are produced through inefficient processes and often do not result in clinically actionable data. Through our technology platform, we have developed an offering that we believe addresses these industry challenges and provides a sustainable competitive advantage, both in today’s genetic testing market and as we seek to implement new diagnostic tools in the future. Our technology platform, which integrates sophisticated data comparison and suppression algorithms, adaptive learning software, advanced genetic diagnostics tools and integrated laboratory processes, allows us to offer a test menu with expansive genetic coverage. We believe the comprehensive data output and high detection rates of our tests, both made possible by this expansive genetic coverage, provide physicians with information they can readily incorporate into treatment decisions for their patients, which we refer to as clinical actionability. In addition, our technology platform facilitates our ability to perform customized genetic tests using our expansive library of genes, and we believe this flexibility increases the utility of the genetic data we produce. Further, our technology platform provides us with operating efficiencies that help lower our internal costs, which allows us to offer our tests at accessible price points. As a result, our efforts to build and continually enhance our technology platform allow us to deliver comprehensive, adaptable, clinically actionable and affordable genetic analysis while maintaining a low cost per billable test, enabling us to efficiently meet the needs of our growing base of customers. These features of our offering have resulted in rapid volume growth since our commercial launch, with 23,899 billable tests delivered as of January 12June 2019, 202122,298 billable tests delivered in 2018, excludes 4,022,945 ordinary shares issuable upon the exercise 16,578 billable tests delivered in 2017, and an aggregate of options outstanding as of such dateover 83,100 billable tests delivered to approximately 1,000 customers from inception through June 30, at a weighted average exercise price of $6.31 per ordinary share and 1,704,586 ordinary shares reserved for future issuance under our incentive plans2019.

PROSPECTUS SUPPLEMENT SUMMARY. This summary highlights selected information about us, this offering and selected information contained elsewhere in or incorporated by reference into this prospectus supplement or the accompanying prospectus. This summary is not complete and does not contain all of the information you should consider before deciding whether to invest in our ordinary shares. You should read the entire prospectus supplement and the accompanying prospectus carefully, including “Risk Factors” on page S-6 and in the accompanying prospectus on page 3, and the information or incorporated by reference in this prospectus supplement and the accompanying prospectus, before and does not contain all of the information that you need to consider in making an your investment decision. Our Company Our Business Evogene is a leading computational biology company focused on revolutionizing product discovery and development in multiple life-science based industries, including human health and agriculture, through the use of our broadly applicable Computational Predictive Biology (CPB) platform. The CPB platform, incorporating a deep understanding of biology leveraged through the power of Big Data and Artificial Intelligence, has been designed to computationally discover and uniquely guide the development of life-science products based on microbes, small molecules and genetic elements. Utilizing the CPB platform, Evogene and its subsidiaries are now advancing product pipelines for human microbiome-based therapeutics through Biomica Ltd., medical cannabis through Canonic Ltd., ag-biologicals through Lavie Bio Ltd., ag-chemicals through AgPlenus Ltd., and ag-solutions for castor oil production through Casterra Ltd. The foregoing information about us is a summary and is not intended to be comprehensive. For additional information about our business, you You should refer to the information under the heading “Incorporation of Documents by Reference.” Before making an investment decision, you should carefully read the entire prospectus supplement and the accompanying prospectus and any related free writing prospectus, and our other filings with the SEC, including those filings incorporated herein and therein by reference, carefully, including the sections entitled risks of investing in our securities discussed under the heading “Risk Factors” contained in this prospectus supplement and the accompanying prospectus and any related free writing prospectus, and under similar headings in the other documents that are incorporated by reference into this prospectus supplement and the accompanying prospectus. You should also carefully read the information incorporated by reference into this prospectus supplement and the accompanying prospectus, including our financial statements, and the exhibits to the registration statement of which this prospectus supplement and the accompanying prospectus are a part. References in this prospectus supplement and the accompanying prospectus to “SCYNEXIS”, “the Company,” “we”, “us” and “Forwardour” refer to SCYNEXIS, Inc., a Delaware corporation, and its consolidated subsidiaries, if any, unless otherwise specified. SCYNEXIS, Inc. Overview SCYNEXIS, Inc. is pioneering innovative medicines to potentially help millions of patients worldwide in need of new options to overcome and prevent difficult-Looking Statements.to-treat and drug-resistant infections. We are developing our lead product candidate, ibrexafungerp, as a broad-spectrum, intravenous (IV)/oral agent for multiple fungal indications in both the community and hospital settings. In December 2020, we announced that we had received the acceptance letter from the U.S. Food and Drug Administration (FDA) for our New Drug Application (NDA) for oral ibrexafungerp for the treatment of vulvovaginal candidiasis (VVC, also known as vaginal yeast infection) with a Prescription Drug User Fee Act (PDUFA) action goal date of June 1, 2021. The FDA has conditionally approved “Brexafemme” Corporate as the brand name for oral ibrexafungerp for vaginal yeast infections. We are also continuing late-stage clinical development for the prevention of recurrent VVC as well as the treatment of life-threatening invasive fungal infections in hospitalized patients. Ibrexafungerp, the first representative of a novel class of antifungal agents called triterpenoids and designated by the suffix “-fungerp”, is a structurally distinct glucan synthase inhibitor and has shown in vitro and in vivo activity against a broad range of human fungal pathogens such as Candida and Aspergillus species, including multidrug-resistant strains, as well as Pneumocystis, Coccidioides, Histoplasma and Blastomyces species. Candida and Aspergillus species are the fungi responsible for approximately 85% of all invasive fungal infections in the United States (U.S.) and Europe. To date, we have characterized the antifungal activity, pharmacokinetics, and safety profile of the oral and IV formulations of ibrexafungerp in multiple in vitro, in vivo, and clinical studies. The FDA has granted Qualified Infectious Disease Product (QIDP) and Fast Track designations to ibrexafungerp for the indications of VVC (including the treatment of VVC episodes and the prevention of recurrent VVC), invasive candidiasis (IC) (including candidemia), and invasive aspergillosis (IA), and has granted Orphan Drug designations for the IC and IA indications. These designations may provide us with additional market exclusivity and expedited regulatory paths. Company Information We were originally incorporated in Delaware in November 1999 as ScyRex, Inc. We subsequently changed our name to SCYNEXIS Chemistry & Automation, Inc. in April 2000 and to SCYNEXIS, Inc. in June 2002. Our registered office and principal place of business is executive offices are located at Park Rehovot0 Xxxxxxxxx Xxxxx, P.O.B. 00 xx Xxxxx, Xxxxxx Xxxx, XX 00000-0000, Xxxx Xxxxx 0000000, Israel, and our telephone number in Israel is +000 (0000) 000-0000. Our website address is xxxx://xxx.xxxxxxx.xxxxxx.xxxxxxxx.xxx. We have included The information contained on our website address in is not incorporated by reference into this prospectus supplement solely and the accompanying prospectus, and you should not consider any information contained on, or that can be accessed through, our website as an inactive textual referencepart of this prospectus supplement and the accompanying prospectus or in deciding whether to purchase our securities. Risk Factors Associated with Our registered agent Business Our business is subject to numerous risks, as more fully described in the United States section entitled “Risk Factors” immediately following this prospectus supplement summary. You should read these risks, and the risks incorporated by reference into this prospectus supplement and the accompanying prospectus before you invest in our common stock. In particular, our risks include, but are not limited to, the following: • We have never been profitable, we have no products approved for commercial sale, and to date we have not generated any revenue from product sales. As a result, our ability to curtail our losses and reach profitability is Xxxxxxx & Associatesunproven, whose address and we may never achieve or sustain profitability; • We will continue to require substantial additional capital, and if we are unable to raise capital when needed we would be forced to delay, reduce or eliminate our development program for ibrexafungerp; • We cannot be certain that ibrexafungerp will receive regulatory approval, and without regulatory approval we will not be able to market ibrexafungerp. Regulatory approval is 00 Xxxxxxx Xxxxxxa lengthy, Xxxxx 000expensive and uncertain process, Xxxxxxand there is no guarantee that ibrexafungerp will ultimately be approved by the FDA; • Clinical failure can occur at any stage of clinical development. Because the results of earlier clinical trials are not necessarily predictive of future results, Xxxxxxxx 00000 XXXany product candidate we or our current or potential future partners advance through clinical trials may not have favorable results in later clinical trials or receive regulatory approval; • If ibrexafungerp or any other future product candidates for which we receive regulatory approval do not achieve broad market acceptance, the revenue that is generated from their sales will be limited; • If we are unable to obtain regulatory approval of both the oral and IV formulations of ibrexafungerp, ibrexafungerp may not achieve broad market acceptance and sales will be limited; • We are dependent on our existing third-party collaborations for drug development and to commercialize ibrexafungerp, and if these third-parties do not perform well under these collaborations, or our prospects may be harmed; • We may incur substantial costs as a result of litigation or other proceedings relating to patent and other intellectual property rights and we may be unable to enforce or protect our rights to, or use, our technology; • We face potential product liability exposure, and if successful claims are brought against us, we may incur substantial liability for a product candidate and may have to limit its commercialization; and • Our business could be adversely affected by the COVID-19 outbreak, in regions where we or third parties on which we rely have significant concentrations of clinical trial sites, manufacturing facilities, or other business operations. THE OFFERING Ordinary shares The Offering Common stock offered by us Ordinary shares us: Shares of our common stock having an aggregate offering price of up to $28,000,00050,000,000. Ordinary Common stock to be outstanding after this offering: Up to 27,657,985 shares outstanding immediately after (as more fully described in the offering 41,855,363 ordinary sharesnotes following this table), assuming sales of 5,363,984 ordinary 7,032,348 shares of our common stock in this offering at an assumed offering price of $5.22 7.11 per share, which was the last reported sale price of our ordinary shares common stock on The Nasdaq Global Market on January 12May 14, 2021. The actual number of ordinary shares issued will vary depending on how many ordinary shares we choose to sell and the prices at which such sales occurprice under this offering. Manner of distribution offering: “At-the-market offeringmarket” offering that may be made from time to time through our sales agentagents, XxxxxxXxxxxx Xxxxxxxxxx and Xxxxxxxxx Xxxxxxxx. See “Plan of Distribution” on page S-10 of this prospectus supplementS-10. Use of proceeds Proceeds: We currently intend to use the net proceeds from this offering to further develop our and our subsidiaries’ product pipelinesoffering, to further enhance and expand our CPB platform and if any, for working capital and general corporate purposes. See “Use of Proceeds” on page S-7S-6. Risk factors Investment in our ordinary shares involves a high degree of risk. See Factors: You should read the “Risk Factors” on page S-6 section of this prospectus supplement and on page 3 of the accompanying prospectus and under similar sections in the documents we incorporate incorporated by reference into this prospectus supplement and the accompanying prospectus for a discussion of factors you should to consider carefully before making an investment decisiondeciding to purchase shares of our common stock. Trading Our ordinary shares are traded on Nasdaq and TASE under the symbol Global Market Symbol: “EVGN.SCYX” The number of ordinary our shares that will be of common stock outstanding immediately after this offering as shown above is based on 36,491,379 ordinary 20,625,637 shares of common stock outstanding as of January 12, 2021. The number of ordinary shares outstanding as of January 12March 31, 2021, and excludes 4,022,945 ordinary the following, all as of March 31, 2021: • 1,371,606 shares of common stock issuable upon the exercise of outstanding stock options outstanding as of such date, at with a weighted weighted-average exercise price of $6.31 16.01 per ordinary share and 1,704,586 ordinary share; • 96,974 shares reserved of common stock issuable upon the vesting of outstanding restricted stock units; • up to an aggregate of 338,799 shares of common stock remaining available for future grants or issuance under our equity incentive plans, including our employee stock purchase plan; • 19,305,125 shares of common stock issuable upon the exercise of outstanding warrants with a weighted-average exercise price of $9.54 per share; • 5,260,000 shares of common stock issuable upon the exercise of outstanding pre-funded warrants with an exercise price of $0.001 per share; • 1,138,200 shares of common stock issuable upon conversion of convertible notes outstanding; and • sales of shares of common stock pursuant to our stock purchase agreement with Aspire Capital Fund, LLC. RISK FACTORS Investing in our common stock involves a high degree of risk. Before deciding whether to invest in our common stock, you should consider carefully the risks and uncertainties described below and discussed under the heading “Risk Factors” contained in our most recent Annual Report on Form 10-K, and in our subsequent Quarterly Reports on Form 10-Q, as well as any amendments thereto reflected in subsequent filings with the SEC, which are incorporated by reference into this prospectus supplement and the accompanying prospectus in their entirety, together with other information in thisprospectus supplement and the accompanying prospectus, the documents incorporated by reference and any free writing prospectus that we may authorize for use in connection with this offering. The risks described in these documents are not the only ones we face, but those that we consider to be material. There may be other unknown or unpredictable economic, business, competitive, regulatory or other factors that could have material adverse effects on our future results. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. If any of these risks actually occurs, our business, financial condition, results of operations or cash flow could be seriously harmed. This could cause the trading price of our common stock to decline, resulting in a loss of all or part of your investment. Please also read carefully the section below entitled “Special Note Regarding Forward-Looking Statements.” Additional Risks Related to This Offering Management will have broad discretion as to the use of the proceeds from this offering, and may not use the proceeds effectively. Because we have not designated the amount of net proceeds from this offering to be used for any particular purpose, our management will have broad discretion as to the application of the net proceeds from this offering and could use them for purposes other than those contemplated at the time of the offering. Our management may use the net proceeds for corporate purposes that may not improve our financial condition or market value. You may experience immediate and substantial dilution. The offering price per share in this offering may exceed the net tangible book value per share of our common stock outstanding prior to this offering. Assuming that 7,032,348 shares of our common stock are sold in this offering, based on an assumed sale price of $7.11 per share, the last sale price of a share of our common stock on The Nasdaq Global Market on May 14, 2021, you will experience immediate dilution, representing the difference between the price you pay and our as adjusted net tangible book value per share as of March 31, 2021, after giving effect to this offering, of $4.45 per share. The exercise of outstanding stock options and other warrants may result in further dilution of your investment. See the section titled “Dilution” below for a more detailed illustration of the dilution you would incur if you participate in this offering. You may experience future dilution as a result of future equity offerings. To raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share in this offering. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, in future transactions, including pursuant to our stock purchase agreement with Aspire Capital Fund, LLC, may be higher or lower than the price per share paid by investors in this offering. We do not intend to pay dividends in the foreseeable future. We have never paid cash dividends on our common stock and currently do not plan to pay any cash dividends in the foreseeable future.