SEC Comment Letter for Evogene Ltd. (EVGN) (CIK 0001574565) (EVGN) — Oct 21, 2013
Evogene Ltd. (EVGN) (CIK 0001574565)
Date: Oct. 21, 2013 · CIK: 0001574565 · Accession: 0000000000-13-057732
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-191315
Letter
October 21 , 2013 Via E -mail Ofer Haviv President and Chief Executive Officer Evogene Ltd . 13 Gad Feinstein Street Park Rehovot P.O.B. 2100 Rehovot 76121 Israel
Re: Evogene Ltd. Amendment No. 1 to Registration Statement on Form F-1 Filed October 11, 2013 File No. 333-191315
Dear Mr. Haviv :
We have reviewed your response to our prior comment letter to you dated October 7, 2013 and have the following addition al comments .
Management’s Discussion and Analysis of Financial Condition an d Results of Operations, p age 40
Application of Critical Accountin g Policies and Estimates, page 5 4
Share -Based Compensation, page 55
1. We note from your response to our prior comment 6 that yo u do not believe our comment regarding differences between the fair value of options granted and the estimated public offering price is applicable. Although your stock is publicly traded on the Tel Aviv Stock Exchange, we continue to believe that a discus sion of each significant factor contributing to the difference between the fair value of the options granted during 2012 and 2013 and the estimated public offering price for your offering in the United States would be useful to investors. This discussion should generally explain any significant intervening events and reasons for changes in assumptions, as well as the weighting of expected outcomes that resulted in the changes in the fair value of your shares and related stock -based compensation. You may al so include relevant disclosure as to how your expected IPO price for the NYSE listing compares to your recent trading price on the TASE.
Ofer Haviv Evogene Ltd . October 21, 2013 Page 2
Financial Statements, page F -1
General
2. Please revise to remove the restrictive legend that follows the report o f the independent registered public accounting firm and the consent of the independent registered public accounting firm prior to the planned effectiveness of the Form F -1 registration statement.
You may contact Heather Clark at (202) 551 -3624 or Linda Cvrkel , Accounting Branch Chief, at (202) 551 -3813 if you have questions regarding comments on the financial statements and related matters. Please contact Ada D. Sarmento at (202) 551 -3798 or me at (202) 551 -3642 with any other questions.
Sincerely,
/s/ Loan Lauren P. Nguyen
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October 21 , 2013 Via E -mail Ofer Haviv President and Chief Executive Officer Evogene Ltd . 13 Gad Feinstein Street Park Rehovot P.O.B. 2100 Rehovot 76121 Israel Re: Evogene Ltd. Amendment No. 1 to Registration Statement on Form F-1 Filed October 11, 2013 File No. 333-191315 Dear Mr. Haviv : We have reviewed your response to our prior comment letter to you dated October 7, 2013 and have the following addition al comments . Management’s Discussion and Analysis of Financial Condition an d Results of Operations, p age 40 Application of Critical Accountin g Policies and Estimates, page 5 4 Share -Based Compensation, page 55 1. We note from your response to our prior comment 6 that yo u do not believe our comment regarding differences between the fair value of options granted and the estimated public offering price is applicable. Although your stock is publicly traded on the Tel Aviv Stock Exchange, we continue to believe that a discus sion of each significant factor contributing to the difference between the fair value of the options granted during 2012 and 2013 and the estimated public offering price for your offering in the United States would be useful to investors. This discussion should generally explain any significant intervening events and reasons for changes in assumptions, as well as the weighting of expected outcomes that resulted in the changes in the fair value of your shares and related stock -based compensation. You may al so include relevant disclosure as to how your expected IPO price for the NYSE listing compares to your recent trading price on the TASE. Ofer Haviv Evogene Ltd . October 21, 2013 Page 2 Financial Statements, page F -1 General 2. Please revise to remove the restrictive legend that follows the report o f the independent registered public accounting firm and the consent of the independent registered public accounting firm prior to the planned effectiveness of the Form F -1 registration statement. You may contact Heather Clark at (202) 551 -3624 or Linda Cvrkel , Accounting Branch Chief, at (202) 551 -3813 if you have questions regarding comments on the financial statements and related matters. Please contact Ada D. Sarmento at (202) 551 -3798 or me at (202) 551 -3642 with any other questions. Sincerely, /s/ Loan Lauren P. Nguyen Loan Lauren P. Nguyen Special Counsel cc: Via E-mail Joshua G. Kiernan , Esq.