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Exhibit 11.1

EVOGENE LTD.

INSIDER TRADING COMPLIANCE POLICY

 

Adopted March 5, 2025

 

Contents

Page

 

I.	Introduction and Persons Covered by this Policy	2
II.	Statement of Policies Prohibiting Insider Trading	3
III.	Explanation of Insider Trading	3
IV.	Statement of Procedures to Prevent Insider Trading	7
V.	Additional Prohibited Transactions	8
VI.	Rule 10b5-1 Trading Plans	10
VII.	Interpretation, Amendment, and Implementation of this Policy	11
VIII.	Execution and Return of Certification of Compliance	11

 

EVOGENE LTD.

INSIDER TRADING COMPLIANCE POLICY

 

The shares of Evogene Ltd. (the “Company”) are traded on the Tel Aviv Stock Exchange Ltd. (the “TASE”) and the Nasdaq (the “Nasdaq”). Israeli and U.S. federal securities laws prohibit trading in the securities of a company while in possession of material nonpublic information and disclosure of material nonpublic information and in breach of a duty of trust or confidence.  These laws also prohibit anyone who is aware of material nonpublic information from providing this information to others who may trade.  Violating such laws can undermine investor trust, harm our company’s reputation, and result in your dismissal from Evogene Ltd. (together with its subsidiaries, the “Company”) or even serious criminal and civil charges against you and the Company.

 

This Insider Trading Compliance Policy (this “Policy”) outlines your responsibilities to avoid insider trading and implements certain procedures to help you avoid even the appearance of insider trading.

 

I.          Introduction and Persons Covered by this Policy

 

This Policy applies to all officers¹, directors, employees of the Company, and self-employed Company’s personnel.  As someone subject to this Policy, you are responsible for ensuring that members of your household also comply with this Policy.  This Policy also applies to any entities you or a member of your household control, including any corporations, limited liability companies, partnerships, or trusts, and transactions by such entities should be treated for the purposes of this Policy and applicable securities laws as if they were for your own account.  The Company may determine that this Policy applies to additional persons with access to material nonpublic information, such as contractors or consultants. This Policy extends to all activities within and outside your Company duties.  Officers, directors, employees, self-employed Company’s personnel, together with any other person designated as being subject to this Policy, are referred to collectively as “Covered Persons,” or “you”. Every Covered Person must review this Policy.

 

In addition, the Company itself must comply with securities laws applicable to its own securities trading activities, and must not engage in any transaction involving a purchase or sale of its securities, including any offer to purchase or offer to sell or other disposition of its securities, when it is in possession of material nonpublic information concerning the Company, other than in compliance with applicable law, subject to the policies and procedures adopted by the Company and the exceptions listed in Section II of this Policy to the extent applicable.

Questions regarding the Policy should be directed to the Company’s General Counsel (the “Compliance Officer”) who shall be responsible for the administration of this Policy; provided that if the General Counsel is unavailable or personally involved in the transaction at issue, the Compliance Officer will be the Company’s Chief Financial Officer.

 

Actions taken by the Company, the Compliance Officer, or any other Company personnel do not constitute legal advice, nor do they insulate you from the consequences of noncompliance with this Policy or with securities laws.

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II.          Statement of Policies Prohibiting Insider Trading

 

No Covered Person shall purchase or sell any type of security while in possession of material nonpublic information relating to the security or the issuer of such security, whether the issuer of such security is the Company or any other company. In addition, if a Covered Person is in possession of material nonpublic information about other publicly-traded companies, such as suppliers, customers, competitors or potential acquisition targets, the Covered Person may not trade in such other companies’ securities until the information becomes public or is no longer material.  Further, no Covered Person shall purchase or sell any security of any other company, including another company in the Company’s industry, while in possession of material nonpublic information if such information is obtained in the course of the Covered Person’s employment or service with the Company.

 

These prohibitions do not apply to:

 

 

 

 

 

No Covered Person will directly or indirectly communicate (or “tip”) material nonpublic information to anyone outside the Company (except in accordance with the Company’s policies regarding confidential information) or to anyone within the Company other than on a “need-to-know” basis.

 

III.          Explanation of Insider Trading

 

“Insider trading” refers to the purchase or sale of a security while in possession of material nonpublic information relating to the security or the issuer of such security.

 

“Securities” includes shares, bonds, notes, debentures, options, warrants, equity and other convertible securities, as well as derivative instruments.

 

“Purchase” and “sale” are defined broadly under the federal securities law.  “Purchase” includes not only the actual purchase of a security, but any contract to purchase or otherwise acquire a security.  “Sale” includes not only the actual sale of a security, but any contract to sell or otherwise dispose of a security.  These definitions extend to a broad range of transactions, including conventional cash-for-shares transactions, conversions, the exercise of share options, transfers, gifts, and acquisitions and exercises of warrants or puts, calls, pledging and margin loans, or other derivative securities.

 

 

Information is considered “material” if there is a substantial likelihood that a reasonable investor would consider it important in making a decision to buy, sell, or hold a security, or if the information is likely to have a significant effect on the market price of the security.  Material information can be positive or negative and can relate to virtually any aspect of a company’s business or to any type of security, debt, or equity.  Also, information that something is likely to happen in the future—or even just that it may happen—could be deemed material.

 

Examples of information that could be material include (but are not limited to) information about corporate earnings or earnings forecasts; possible mergers, acquisitions, tender offers, or dispositions; dividends; major new products or product developments; important business developments such as major contract awards or cancellations, developments regarding strategic collaborators, or the status of regulatory submissions; management or control changes; significant borrowing or financing developments, including pending public sales or offerings of debt or equity securities; defaults on borrowings; bankruptcies; cybersecurity or data security incidents; and significant litigation or regulatory actions.  Moreover, material information does not have to be related to a company’s business.  For example, the contents of a forthcoming newspaper column (relating to the Company or another company) that is expected to affect the market price of a security can be material.

 

Questions regarding material information should be directed to the Compliance Officer.

 

A good rule of thumb:  When in doubt, do not trade.

 

 

Information is “nonpublic” if it is not available to the general public.  In order for information to be considered public, it must be widely disseminated in a manner making it generally available to investors in a Regulation FD-compliant method, such as, through newswire services such as Dow Jones, Reuters, Bloomberg, Business Wire, The Wall Street Journal, Associated Press, or United Press International; broadcasts on widely available radio or television programs; publication in a widely available newspaper, magazine, or news website; a Regulation FD-compliant conference call; or public disclosure documents filed with the US Securities and Exchange Commission (the “SEC”) that are available on the SEC’s website.  Note that simply posting information to the Company’s website may not be sufficient disclosure to make the information public.

 

The circulation of rumors, even if accurate and reported in the media, does not constitute effective public dissemination.  In addition, even after a public announcement, a reasonable period of time must lapse in order for the market to react to the information.  Generally, one should allow two full trading days following publication as a reasonable waiting period before such information is deemed to be public. For purposes of this Policy, a “trading day” is a day on which U.S. national stock exchanges are open for trading. If, for example, the Company were to make an announcement on a Monday prior to 9:30 a.m. Eastern Time, the information would be deemed public after the close of trading on Tuesday.  If an announcement were made on a Monday after 9:30 a.m. Eastern time, the information would be deemed public after the close of trading on Wednesday.

 

 

“Insiders” include officers, directors, any employees of a company, and self-employed Company’s personnel, or anyone else who has material nonpublic information about a company. This includes, under Israeli Securities Law of 1968 (the “Israeli Securities Law”), certain shareholders of the Company.  Insiders have independent fiduciary duties to their company and its shareholders not to trade on material nonpublic information relating to the company’s securities.  Insiders may not trade in the Company’s securities while in possession of material nonpublic information relating to the Company, nor may they tip such information to anyone outside the Company (except in accordance with the Company’s policies regarding the protection or authorized external disclosure of Company information) or to anyone within the Company other than on a “need-to-know” basis.

 

Individuals subject to this Policy are responsible for ensuring that members of their households also comply with this Policy.  This Policy also applies to any entities controlled by individuals subject to the Policy, including any corporations, limited liability companies, partnerships or trusts, and transactions by these entities should be treated for the purposes of this Policy and applicable securities laws as if they were for the individual’s own account.

 

 

Insiders may be liable for communicating or tipping material nonpublic information to a third party (“tippee”), and insider trading violations are not limited to trading or tipping by insiders.  Persons other than insiders can also be liable for insider trading, including tippees who trade on material nonpublic information tipped to them or individuals who trade on material nonpublic information that has been misappropriated. Insiders may be held liable for tipping even if they receive no personal benefit from tipping and even if no close personal relationship exists between them and the tippee.

 

Tippees inherit an insider’s duties and are liable for trading on material nonpublic information illegally tipped to them by an insider.  Similarly, just as insiders are liable for the insider trading of their tippees, so are tippees who pass the information along to others who trade.  In other words, a tippee’s liability for insider trading is no different from that of an insider.  Tippees can obtain material nonpublic information by receiving overt tips from others or through, among other things, conversations at social, business, or other gatherings.

 

 

Penalties for trading on or tipping material nonpublic information can extend significantly beyond any profits made or losses avoided, both for individuals engaging in such unlawful conduct and their employers.  The SEC, the U.S. Department of Justice, and the Israeli Securities Authority (the “ISA”) have made the civil and criminal prosecution of insider trading violations a top priority.  Enforcement remedies available to the government or private plaintiffs under the federal and Israeli securities laws include:

 

SEC and ISA administrative sanctions;

 

securities industry self-regulatory organization sanctions;

 

civil injunctions;

 

damage awards to private plaintiffs;

 

disgorgement of all profits;

 

civil fines for the violator of up to three times the amount of profit gained or loss avoided;

 

civil fines for the employer or other controlling person of a violator (i.e., where the violator is an employee or other controlled person) of up to the greater of $2.17 million (subject to adjustment for inflation) or three times the amount of profit gained or loss avoided by the violator;

 

criminal fines for individual violators of up to $5 million ($25 million for an entity); and

 

jail sentences of up to 20 years.

 

Further, according to the Israeli Securities Law, 5728-1968, an insider may be subject to penalties of more than NIS 1,000,000 or to imprisonment for a term of up to five years.

 

In addition, insider trading could result in serious sanctions by the Company, including dismissal.  Insider trading violations are not limited to violations of the federal securities laws.  Other federal and state civil or criminal laws, such as the laws prohibiting mail and wire fraud and the Racketeer Influenced and Corrupt Organizations Act (RICO), may also be violated in connection with insider trading.

 

 

The size of the transaction or the amount of profit received does not have to be significant to result in prosecution.  The SEC and the ISA have the ability to monitor even the smallest trades, and perform routine market surveillance.  Brokers or dealers are required by law to inform the SEC of any possible violations by people who may have material nonpublic information.  The SEC aggressively investigates even small insider trading violations.

 

 

Under Israeli Securities Law, it is presumed that any Key Insider²  of the Company, who either (i) purchased any of the Company’s securities within a three-month period following the sale of Company’s securities by such Key Insider, or (ii) sold any of the Company’s securities within a three-month period following the purchase of Company’s securities by such Key Insider, has used material nonpublic information. Such Key Insider may provide evidence indicating that the aforementioned purchase or sale of Company’s securities was in fact not carried out while using material nonpublic information. However, in such case the burden of proof will be shifted to the Key Insider.

 

IV.          Statement of Procedures to Prevent Insider Trading

 

The following procedures have been established, and will be maintained and enforced, by the Company to prevent insider trading.

 

 

The period during which the Company prepares quarterly financials is a sensitive time for insider trading purposes, as Company personnel may be more likely to possess, or be presumed to possess, material nonpublic information.  To avoid the appearance of impropriety and assist Company personnel in planning transactions in the Company’s securities for appropriate times, no officer, director, employee, or self-employed Company’s personnel (as well as any individual or entity covered by this Policy by virtue of their relationship to such director, officer or employee) will purchase or sell any security of the Company during the period beginning at 11:59 p.m. ET on the 14th calendar day before the end of any fiscal quarter of the Company and ending at the close of trading on the second full trading day after the public release of earnings data for such fiscal quarter or during any other trading suspension period declared by the Company.  For example, if the Company’s fourth fiscal quarter ends on December 31, the corresponding blackout period would begin at 11:59 p.m., ET, on December 17 and end at the close of trading (generally, 4:01 p.m., ET) on the second full trading day after the public release of earnings data for such fiscal quarter.

 

Exceptions to the blackout period policy may be approved, in limited circumstances, only by the Compliance Officer or, in the case of exceptions for directors, the Board of Directors or Audit Committee of the Board of Directors.

 

From time to time, the Company, through the Board of Directors or the Compliance Officer, may recommend that officers, directors, employees, or others suspend trading in the Company’s securities because of developments that have not yet been disclosed to the public.  Subject to the exceptions noted above, all those affected should not trade in the Company’s securities while the suspension is in effect, and should not disclose to others that the Company has suspended trading.

 

 

This Policy continues to apply to transactions in the Company’s securities even after termination of service to the Company.  If you are in possession of material nonpublic information when your service terminates, you may not trade in the Company’s securities until that information has become public or is no longer material.

 

 

The restrictions set forth in this Policy apply to Covered Persons following the termination of their employment or term of office, as applicable, for the longer of the following: (1) if the Insider is aware of Material Nonpublic Information when his or her employment or term of office terminates, until such information ceases to be material or until the close of business on the second Trading Day following the date on which such information is properly disclosed to the public, (2) if the termination of employment or term of office occurs outside a Trading Window, until the next Trading Window or until such earlier date determined by the Company Corporate Secretary and (3) for such period as the Company’s Compliance Officer shall determine such person is likely to be in possession of Material Nonpublic Information about the Company and/or its subsidiaries.

 

V.          Additional Prohibited Transactions

 

The Company has determined that there is a heightened legal risk and/or the appearance of improper or inappropriate conduct if the persons subject to this Policy engage in certain types of transactions.  Therefore, Covered Persons shall comply with the following policies with respect to certain transactions in the Company securities:

 

 

Short sales of the Company’s securities evidence an expectation on the part of the seller that the securities will decline in value, and therefore signal to the market that the seller has no confidence in the Company or its short-term prospects.  In addition, short sales may reduce the seller’s incentive to improve the Company’s performance.  For these reasons, short sales of the Company’s securities are prohibited by this Policy.

 

 

A transaction in options is, in effect, a bet on the short-term movement of the Company’s shares and therefore creates the appearance that an officer, director, employee, or self-employed Company personnel is trading based on material nonpublic information.  Transactions in options may also focus a Covered Person’s attention on short-term performance at the expense of the Company’s long-term objectives.  Accordingly, transactions by Covered Persons in puts, calls, or other derivative securities involving the Company’s equity securities, on an exchange or in any other organized market, are prohibited by this Policy.

 

 

Certain forms of hedging or monetization transactions, such as zero-cost collars and forward sale contracts, allow a Covered Person to lock in much of the value of his or her share holdings, often in exchange for all or part of the potential for upside appreciation in the shares.  Such transactions allow the Covered Person to continue to own the covered securities, but without the full risks and rewards of ownership.  When that occurs, the Covered Person may no longer have the same objectives as the Company’s other shareholders.  Therefore, such transactions by Covered Persons involving the Company’s equity securities are prohibited by this Policy.

 

 

Purchasing on margin means borrowing from a brokerage firm, bank, or other entity in order to purchase the Company’s securities (other than in connection with a cashless exercise of share options under the Company’s equity plans).  Margin purchases of the Company’s securities by Covered Persons are prohibited by this Policy.  Pledging the Company’s securities as collateral to secure loans is also prohibited.  This prohibition means, among other things, that you cannot hold the Company’s securities in a “margin account” (which would allow you to borrow against your holdings to buy securities).

 

 

The Company will not arrange with brokers to administer cashless exercises on behalf of directors and executive officers of the Company.  Directors and executive officers of the Company may use the cashless exercise feature of their equity awards; provided however, that the Company’s involvement is procedural only to avoid any inference that the Company has “extended credit” in the form of a personal loan to the director or executive officer in violation of applicable law.  Questions about cashless exercises should be directed to the Compliance Officer.

 

 

A standing order placed with a broker to sell or purchase Company securities at a specified price leaves the security-holder with no control over the timing of the transaction. A transaction pursuant to a standing order, which does not meet the standards of a Rule 10b5-1 trading plan (as defined below) approved in compliance with this Policy, executed by the broker when the individual subject to this Policy is aware of material nonpublic information about the Company, may result in unlawful insider trading. Other than in connection with Rule 10b5-1 trading plan under this Policy, entry into or fulfillment of a standing order is prohibited whenever an individual subject to this Policy is in possession of material nonpublic information about the Company (including during a quarterly blackout period for persons subject to the blackout restrictions of this Policy or ad hoc blackout period for those insiders subject to such procedures). All standing orders must be of limited duration, cancelable, and in the case of a person subject to the blackout restrictions of this Policy or a person subject to an ad hoc blackout period, must be immediately canceled upon commencement of quarterly blackout or ad hoc blackout period, as applicable.

 

 

Nothing in this Policy is intended to limit the ability of an investment fund, a venture capital partnership or other similar entity with which a director is affiliated to distribute Company securities to its partners, members or other similar persons.  It is the responsibility of each affected director and the affiliated entity, in consultation with their own counsel (as appropriate), to determine the timing of any distributions, based on all relevant facts and circumstances and applicable securities laws.

 

VI.          Rule 10b5-1 Trading Plans

 

The trading restrictions set forth in this Policy, other than those transactions described under “Additional Prohibited Transactions,” do not apply to transactions under a previously established contract, plan or instruction to trade in the Company’s securities entered into in accordance with Rule 10b5-1 trading plan that:

 

 

 

 

 

 

 

 

 

The Compliance Officer may impose such other conditions on the implementation and operation of the Rule 10b5-1 trading plan as the Compliance Officer deems necessary or advisable.  Individuals may not adopt more than one Rule 10b5-1 trading plan at a time except under the limited circumstances permitted by Rule 10b5-1 and subject to pre-approval by the Compliance Officer.

 

Although non-discretionary Rule 10b5-1 trading plans are preferred, discretionary Rule 10b5-1 trading plans, where the discretion or control over trading is transferred to a broker, are permitted if pre-approved by the Compliance Officer.

 

Revocation of Rule 10b5-1 trading plans should occur only in unusual circumstances.  Effectiveness of any revocation or amendment of a Rule 10b5-1 trading plan will be subject to the prior review and approval of the Compliance Officer.  Revocation is effected upon written notice to the broker.  You should note that revocation of a Rule 10b5-1 trading plan can result in the loss of an affirmative defense for past or future transactions under a Rule 10b5-1 trading plan.  You should consult with your own legal counsel before deciding to revoke Rule 10b5-1 trading plan.

 

An individual may only modify a Rule 10b5-1 trading plan outside of a blackout period and, in any event, when the individual does not possess material nonpublic information.  Modifications to and terminations of a Rule 10b5-1 trading plan are subject to pre-approval by the Compliance Officer and modifications of a Rule 10b5-1 trading plan that change the amount, price, or timing of the purchase or sale of the securities underlying a Rule 10b5-1 trading plan will trigger a new Cooling-Off Period.

 

The Company reserves the right to publicly disclose, announce, or respond to inquiries from the media regarding the adoption, modification, or termination of a Rule 10b5-1 trading plan and non-Rule 10b5-1 trading arrangements, or the execution of transactions made under a Rule 10b5-1 trading plan. The Company also reserves the right from time to time to suspend, discontinue, or otherwise prohibit transactions under a Rule 10b5-1 trading plan if the Compliance Officer or the Board of Directors, in its discretion, determines that such suspension, discontinuation, or other prohibition is in the best interests of the Company.

 

Compliance of a Rule 10b5-1 trading plan with the terms of Rule 10b5-1 and the execution of transactions pursuant to the Rule 10b5-1 trading plan  are the sole responsibility of the person initiating the Rule 10b5-1 trading plan, and none of the Company, the Compliance Officer, or the Company’s other employees assumes any liability for any delay in reviewing and/or refusing to approve a Rule 10b5-1 trading plan submitted for approval, nor the legality or consequences relating to a person entering into, informing the Company of, or trading under, a Rule 10b5-1 trading plan.

 

If required, an SEC Form 144 will be filled out and filed by the individual/brokerage firm in accordance with the existing rules regarding Form 144 filings.  A footnote at the bottom of the Form 144 should indicate that the trades are in accordance with a Rule 10b5-1 trading plan that complies with Rule 10b5-1 and noting the expiration date of such Rule 10b5-1 trading plan.

 

During an open trading window, trades differing from Rule 10b5-1 trading plan instructions that are already in place are allowed as long as the Rule 10b5-1 trading plan continues to be followed.

 

The transactions prohibited under this Policy, including among others short sales and hedging transactions, may not be carried out through a Trading Plan or other arrangement or trading instruction involving potential sales or purchases of the Company’s securities.

 

VII.        Interpretation, Amendment, and Implementation of this Policy

 

The Compliance Officer shall have the authority to interpret and update this Policy and its Schedules and all related policies and procedures.  In particular, such interpretations and updates of this Policy, as authorized by the Compliance Officer, may include amendments or exceptions to the terms of this Policy, to the extent consistent with the general purpose of this Policy and applicable securities laws.

 

VIII.        Execution and Return of Certification of Compliance

 

After reading this Policy, all Covered Persons should execute and return to the Company’s Compliance Officer the Certification of Compliance in a form to be designated by the Compliance Officer.

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